Common use of Determination Required Clause in Contracts

Determination Required. Any indemnification required under Section 4.1 and not precluded under Section 4.2 shall be made by Central only upon a determination that such indemnification is proper in the circumstances because the Indemnified Person has met the applicable standard of conduct set forth in Section 4.1. Such determination may be made only (a) by a majority vote of a quorum consisting of directors of Central who were not and are not parties to, or threatened with, any such action, suit, or proceeding, or (b) if such a quorum is not obtainable or if a majority of a quorum of disinterested directors so directs, in a written opinion by independent legal counsel other than an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for Central, or any Person to be indemnified, within the past five years, or (c) by the shareholders, or (d) by the Court of Common Pleas of Franklin County, Ohio or (if Central is a party thereto) the court in which such action, suit, or proceeding was brought, if any; any such determination may be made by a court under clause (d) of this Section 4.3 at any time, including any time before, during, or after the time when any such determination may be requested of, be under consideration by, or have been denied or disregarded by the disinterested directors under clause (a) or by independent legal counsel under clause (b) or by the shareholders under clause (c) of this Section 4.3; and no failure for any reason to make any such determination, and no decision for any reason to deny any such determination, by the disinterested directors under clause (a) or by independent legal counsel under clause (b) or by the shareholders under clause (c) of this Section 4.3 shall be evidence in rebuttal of the presumption recited in Section 4.1. Any determination made by the disinterested directors under clause (a) or by independent legal counsel under clause (b) of this Section 4.3 to make indemnification in respect of any claim, issue, or matter asserted in an action or suit threatened or brought by or in the right of Central shall be promptly communicated to the Person who threatened or brought such action or suit, and within ten days after receipt of such notification such Person shall have the right to petition the Court of Common Pleas of Franklin County, Ohio or the court in which such action or suit was brought, if any, to review the reasonableness of such determination.

Determination Required. Any indemnification required under Section 4.1 1 and not precluded under Section 4.2 2 shall be made by Central the Company only upon a determination that such indemnification is proper in the circumstances because the Indemnified Person Indemnitee has met the applicable standard of conduct set forth in Section 4.11. Such determination may be made only (aA) by a majority vote of a quorum consisting of directors of Central the Company who were not and are not parties to, or threatened with, any such action, suit, suit or proceeding, or (bB) if such a quorum is not obtainable or if a majority of a quorum of disinterested directors so directs, in a written opinion by independent legal counsel other than an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for Centralthe Company, or any Person to be indemnifiedthe Indemnitee, within the past five years, or (cC) by the shareholders, shareholders or (dD) by the Franklin County Court of Common Pleas of Franklin County, Ohio or (if Central the Company is a party thereto) the court in which such action, suit, suit or proceeding was brought, if any; any such determination may be made by a court under clause (dD) of this Section 4.3 4 at any timetime including, including without limitation, any time before, during, during or after the time when any such determination may be requested of, be under consideration by, by or have been denied or disregarded by the disinterested directors under clause (aA) or by independent legal counsel under clause (bB) or by the shareholders under clause (cC) of this Section 4.34; and no failure for any reason to make any such determination, and no decision for any reason to deny any such determination, by the disinterested directors under clause (aA) or by independent legal counsel under clause (bB) or by the shareholders under clause (cC) of this Section 4.3 4 shall be evidence in rebuttal of the presumption recited in Section 4.11. If a Change of Control has occurred after the act or failure to act by the Indemnitee which is the subject of the determination and before such determination, such determination shall be made by independent legal counsel in the manner contemplated by clause (B) of this Section 4. A “Change of Control” will be deemed to occur upon the first of the following events; [a] the acquisition by any person (as defined under Section 409A of the Internal Revenue Code of 1986, as amended (“Code”)), or more than one person acting as a group (as defined under Section 409A of the Code), of the stock of the Company that, together with the stock of the Company held by such person or group, constitutes more than fifty (50) percent of the total fair market value or total voting power of all of the stock of the Company; [b] the acquisition by any person, or more than one person acting as a group, within any 12-month period, of the stock of the Company possessing thirty (30) percent or more of the total voting power of all of the stock of the Company; [c] a majority of the members of the Board of Directors of the Company is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board of Directors of the Company prior to the date of the appointment or election; or [d] the acquisition by any person, or more than one person acting as a group, within any 12-month period, of assets from the Company that have a total gross fair market value equal to or more than forty (40) percent of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions. Any determination made by the disinterested directors under clause (aA) or by independent legal counsel under clause (bB) of this Section 4.3 4 to make indemnification in respect of any claim, issue, issue or matter asserted in an action or suit threatened or brought by or in the right of Central the Company shall be promptly communicated to the Person person who threatened or brought such action or suit, and within ten days after receipt of such notification such Person person shall have the right to petition the Franklin County Court of Common Pleas of Franklin County, Ohio or the court in which such action or suit was brought, if any, to review the reasonableness of such determination.

Determination Required. Any indemnification Indemnification required under Section 4.1 Paragraph 1 and not precluded or required under Section 4.2 Paragraphs 2 or 3 of this Agreement shall be made by Central the Company only upon a determination that such indemnification is proper in the circumstances because the Indemnified Person Party has met the applicable standard of conduct set forth in Section 4.1Paragraph 1. Such determination may be made only (ai) by a majority vote of a quorum consisting of directors of Central the Company who were not and or are not parties to, or threatened with, any such action, suit, suit or proceeding, or (bii) if such a quorum is not obtainable or if a majority of a quorum of disinterested directors so directsdirect, in a written opinion by independent legal counsel other than an attorney, or a firm having associated with it an attorney, who within the past five years has been retained by or who has performed services for Central, the Company or any Person to be indemnified, within the past five yearsIndemnified Party, or (ciii) by the Company's shareholders, or (div) by the Court of Common Pleas of Franklin Xxxxxxxxxx County, Ohio or (or, if Central the Company is a party thereto) , the court in which such action, suit, suit or proceeding was brought, if any; any such determination may be made by a court under clause (d) . The Company, through its Board of this Section 4.3 at any timeDirectors, including any time before, during, or after the time when any such determination may be requested of, be under consideration by, or have been denied or disregarded by the disinterested directors under clause (a) or by independent legal counsel under clause (b) or by the shareholders under clause (c) of this Section 4.3; and no failure for any reason to make any such determination, and no decision for any reason to deny any such determination, by the disinterested directors under clause (a) or by independent legal counsel under clause (b) or by the shareholders under clause (c) of this Section 4.3 shall be evidence in rebuttal of the presumption recited in Section 4.1. Any determination made by the disinterested directors under clause (a) or by independent legal counsel under clause (b) of this Section 4.3 to make indemnification in respect of any claim, issue, or matter asserted in an action or suit threatened or brought by or in the right of Central shall be promptly communicated to the Person who threatened or brought such action or suit, and within ten days after receipt of such notification such Person shall have the right to petition elect any of the Court foregoing methods of Common Pleas determination. The Company shall make the election within 14 days after receipt of Franklin Countythe written request for indemnification and shall forthwith communicate notice of the election to the Indemnified Party. In reaching a determination under this Paragraph 4(b), Ohio the directors, independent counsel, shareholders or court, as the court in which such action or suit was broughtcase may be, shall presume that the Indemnified Party has met the applicable standard of conduct. The presumption may be rebutted only if any, to review it shall be established by clear and convincing evidence that the reasonableness Indemnified Party has not complied with the applicable standard of such determinationconduct.

Determination Required. Any indemnification required under Section 4.1 5.01 and not precluded under Section 4.2 5.02 shall be made by Central the corporation only upon a determination that such indemnification is proper in the circumstances because the Indemnified Person officer or director has met the applicable standard of conduct set forth in Section 4.15.01. Such determination may be made only (aA) by a majority vote of a quorum consisting of directors of Central the corporation who were not and are not parties to, or threatened with, any such action, suit, suit or proceeding, or (bB) if such a quorum is not obtainable or if a majority of a quorum of disinterested directors so directs, in a written opinion by independent legal counsel other than an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for Centralthe corporation, or any Person person to be indemnified, within the past five years, or (cC) by the shareholders, or (dD) by the Court of Common Pleas of Franklin Defiance County, Ohio or (if Central the corporation is a party thereto) the court in which such action, suit, suit or proceeding was brought, if any; any such determination may be made by a court under clause division (dD) of this Section 4.3 5.04 at any timetime [including, including without limitation, any time before, during, during or after the time when any such determination may be requested of, be under consideration by, by or have been denied or disregarded by the disinterested directors under clause division (aA) or by independent legal counsel under clause division (bB) or by the shareholders under clause division (cC) of this Section 4.35.04]; and no failure for any reason to make any such determination, and no decision for any reason to deny any such determination, by the disinterested directors under clause division (aA) or by independent legal counsel under clause division (bB) or by the shareholders under clause division (cC) of this Section 4.3 5.04 shall be evidence in rebuttal of the presumption recited in Section 4.15.01. Any determination made by the disinterested directors under clause division (aA) or by independent legal counsel under clause division (bB) of this Section 4.3 5.04 to make indemnification in respect of any claim, issue, issue or matter asserted in an action or suit threatened or brought by or in the right of Central the corporation shall be promptly communicated to the Person person who threatened or brought such action or suit, and within ten (10) days after receipt of such notification such Person person shall have the right to petition the Court of Common Pleas of Franklin Defiance County, Ohio or the court in which such action or suit was brought, if any, to review the reasonableness of such determination.