Common use of PROCEDURE UPON APPLICATION FOR INDEMNIFICATION Clause in Contracts

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 11(a), a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (D) if so directed by the Board, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request delivery of the Indemnification Notice by Indemnitee for indemnification pursuant to under Section 11(a), a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific casewith respect to such request as follows: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (Bii) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (Ciii) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (Div) if so directed by the Board, by the stockholders of the Company; andprovided, if it is so determined however, that, notwithstanding the foregoing, in all cases, Indemnitee shall have the option, but not the obligation, to require, by delivery of a written request to the Company, that Indemnitee is entitled the determination with respect to indemnificationIndemnitee’s entitlement to indemnification hereunder be made by Independent Counsel in a written opinion to the Board, payment a copy of which shall be delivered to Indemnitee (in which case such request shall be made within ten prior to any determination by the Disinterested Directors (10or any committee thereof) days after suchor prior to the submission of such matter to a vote by the stockholders of the Company).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request delivery of the Indemnification Notice by Indemnitee for indemnification pursuant to under Section 11(a14(a), a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific casewith respect to such request as follows: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (Bii) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (Ciii) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (Div) if so directed by the Board, by the stockholders of the Company; andprovided, if it is so determined however, that, notwithstanding the foregoing, in all cases, Indemnitee shall have the option, but not the obligation, to require, by delivery of a written request to the Company, that Indemnitee is entitled the determination with respect to indemnificationIndemnitee’s entitlement to indemnification hereunder be made by Independent Counsel in a written opinion to the Board, payment a copy of which shall be delivered to Indemnitee (in which case such request shall be made within ten prior to any determination by the Disinterested Directors (10or any committee thereof) days after suchor prior to the submission of such matter to a vote by the stockholders of the Company).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 11(a), a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (D) if so directed by the Board, by the stockholders of the Company; and, if it is so determined . The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after suchincluding, without limitation, a description of any reason or basis for which

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request delivery of the Indemnification Notice by Indemnitee for indemnification pursuant to under Section 11(a), a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific casewith respect to such request as follows: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (Bii) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (Ciii) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (Div) if so directed by the Board, by the stockholders of the Company; andprovided, if it is so determined however, that, notwithstanding the foregoing, in all cases, Indemnitee shall have the option, but not the obligation, to require, by delivery of a written request to the Company, that Indemnitee is entitled the determination with respect to indemnificationIndemnitee’s entitlement to indemnification hereunder be made solely by Independent Counsel in a written opinion to the Board, payment a copy of which shall be delivered to Indemnitee (in which case such request shall be made within ten prior to any determination by the Disinterested Directors (10or any committee thereof) days after suchor prior to the submission of such matter to a vote by the stockholders of the Company).

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 11(a10(a), a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the BoardBoard of Directors, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (D) if so directed by the Board, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 11(a9(a), a determination, if such determination is required by applicable law, with respect to Indemnitee’s entitlement thereto to indemnification hereunder shall be made in the specific casecase by one of the following methods: (ix) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (iiy) if a Change in Control shall not have occurred, : (Ai) by a majority vote of the Disinterested Directorsdisinterested directors, even though less than a quorum of the Board, quorum; (Bii) by a committee of Disinterested Directors disinterested directors designated by a majority vote of the Disinterested Directorsdisinterested directors, even though less than a quorum of the Board, quorum; or (Ciii) if there are no such Disinterested Directors or, disinterested directors or if such Disinterested Directors the disinterested directors so direct, by Independent Counsel in a written opinion to the Board. For purposes hereof, disinterested directors are those members of the Board who are not parties to the action, suit or proceeding in respect of which indemnification is sought. In the case that such determination is made by Independent Counsel, a copy of which Independent Counsel’s written opinion shall be delivered to Indemnitee or (D) if so directed by the Board, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten thirty (1030) days after such

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by Indemnitee for indemnification pursuant to Section 11(a10(a), a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (D) if so directed by the Board, by the stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such

PROCEDURE UPON APPLICATION FOR INDEMNIFICATION. (a) Upon written request by the Indemnitee for indemnification pursuant to the first sentence of Section 11(a2(a), any indemnification under Sections (1)(a) or (1)(b) hereof (unless ordered by a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto court) shall be made by the Company only as authorized in the specific case: case upon a determination that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in such Sections (1)(a) and (1)(b). Such determination shall be made (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred, (A) by a majority vote of the Disinterested Directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of Directors who are not parties to such action, suit or proceeding designated by majority vote of such Directors, even though less than a quorum of the Boardquorum, or (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (Ciii) if there are no Directors who are not parties to such Disinterested Directors oraction, suit or proceeding, or if such Disinterested Directors so direct, by Independent Counsel independent legal counsel in a written opinion to the Boardopinion, a copy of which shall be delivered to Indemnitee or (Div) if so directed by the Board, by the stockholders of the Company; and, if it is so determined that the Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after suchsuch determination.