Common use of Indemnification Determinations Clause in Contracts

Indemnification Determinations. Upon request of Indemnitee, the Company, to the extent required by the DGCL, shall promptly (and in any event in accordance with the following timing requirements), make a determination in good faith as to whether with respect to the matter as to which such indemnification is requested Indemnitee satisfied the applicable standard for conduct established under the DGCL for indemnification, such determination to be made: (i) if Indemnitee is a director or officer at the time the determination is to be made, by (A) the Board of Directors of the Company by the vote at a meeting thereof of a majority of the members of the Board who are not parties to such proceeding, even if less than a quorum (or by the unanimous written consent of all the Board members, provided there are members who are not parties to such proceeding) or (B) by a committee of the Board of Directors composed of directors who are not parties to such proceeding and authorized and designated to make such decision by the vote at a meeting of the Board of Directors of a majority of the members of the Board who are not parties to such proceeding, even if less than a quorum (or authorized and designated by the unanimous written consent of all the committee members), or (C) if there are no directors who are not parties to such proceeding, or if so directed by the Board by action of the directors satisfying the requirements of clause (A) of this subparagraph or if so directed by a committee of the Board composed and designated in compliance with the requirements of clause (B) of this subparagraph, by independent legal counsel in a written opinion; or (ii) if Indemnitee is not a director or officer at the time the determination is to be made, (A) by the Board of Directors or a committee thereof by action thereof satisfying the requirements of clause (A) or (B) of subparagraph (i) of this Section or (B) by an officer of the Company duly authorized by action of the Board of Directors or a committee thereof by action thereof satisfying the requirements of clause (A) or (B) of subparagraph (i) of this Section or (C) if directed by the Board of Directors or a duly authorized committee or officer, by independent legal counsel in a written opinion. The Company shall use its best efforts to cause a meeting of the Board or a Board committee to be held for purposes of making the determination of Indemnitee’s satisfaction of the applicable standard of conduct, or the appointment of independent legal counsel to make such determination, to be held within 15 days of receipt of Indemnitee’s request for indemnification and to have any such determination, including a determination to be made by independent legal counsel, completed within 60 days of such receipt. Alternatively, the Company may seek to have such determination made by action of the shareholders of the Company at a duly held meeting, provided that the Company has reasonably determined that such determination can be made within 60 days of such receipt. The Company shall give Indemnitee prompt written notice of the scheduling of any such Board, Board committee or shareholder meeting and the making of any such determination.

Indemnification Determinations. Upon request of Indemnitee, the Company, to the extent required by the DGCL, shall promptly (and in any event in accordance with the following timing requirements), make a determination in good faith as to whether with respect to the matter as to which such indemnification is requested Indemnitee satisfied the applicable standard for conduct established under the DGCL for indemnification, such determination to be made: (i) if Indemnitee is a director or officer at the time the determination is to be made, by (A) the Board of Directors of the Company by the vote at a meeting thereof of a majority of the members of the Board who are not parties to such proceedingProceeding, even if less than a quorum (or by the unanimous written consent of all the Board members, provided there are members is at least one member who are is not parties a party to such proceedingProceeding) or (B) by a committee of the Board of Directors composed of directors who are not parties to such proceeding Proceeding (which committee may consist of one director if there are not more than one who is not such a party) and authorized and designated to make such decision by the vote at a meeting of the Board of Directors of a majority of the members of the Board who are not parties to such proceedingProceeding, even if less than a quorum (or authorized and designated by the unanimous written consent of all the committee Board members), provided there is at least one member who is not a party to such Proceeding) or (C) if there are no directors who are not parties to such proceedingProceeding, or if so directed by the Board by action of the directors satisfying the requirements of clause (A) of this subparagraph or if so directed by a committee of the Board composed and designated in compliance with the requirements of clause (B) of this subparagraph, or if a Change in Control shall have occurred and Indemnitee requests, by independent legal counsel Independent Counsel in a reasonably detailed written opinion; or (ii) if Indemnitee is not a director or officer at the time the determination is to be made, (A) by the Board of Directors or a committee thereof by action thereof satisfying the requirements of clause (A) or (B) of subparagraph (i) of this Section or (B) by an officer of the Company duly authorized by action of the Board of Directors or a committee thereof by action thereof satisfying the requirements of clause (A) or (B) of subparagraph (i) of this Section or (C) if directed by the Board of Directors or a duly authorized committee committee, or officerif a Change in Control shall have occurred and Indemnitee requests, by independent legal counsel Independent Counsel in a written opinion. . (iii) The Company shall use its best efforts to cause a meeting of the Board or a Board committee to be held for purposes of making the determination of Indemnitee’s satisfaction of the applicable standard of conduct, or the appointment of independent legal counsel Independent Counsel to make such determination, to be held within 15 days of receipt of Indemnitee’s request for indemnification and to have any such determination, including a determination to be made by independent legal counselIndependent Counsel if such a determination is to be made, completed within 60 30 days of such receipt. Alternatively, the Company may seek to have such determination made by action of the shareholders of the Company at a duly held meeting, provided that the Company has reasonably determined that such determination can be made within 60 days of after such receipt. The Company shall give Indemnitee prompt Indemnitee: (i) written notice of the scheduling of any such Board, Board or Board committee meeting at least seven days prior to the scheduled date; (ii) an opportunity, together with counsel and other representatives, to present in person Indemnitee’s views on the matter, along with any supporting documentation; and (iii) within 24 hours after making such determination, the Company or shareholder meeting Independent Counsel, as applicable, shall provide a report thereof to Indemnitee (and to the making Company in the case of any a determination made by Independent Counsel) stating in reasonable detail the basis for such determination.

Indemnification Determinations. Upon request of Indemnitee, the Company, to the extent required by the DGCL, shall promptly (and in any event in accordance with the following timing requirements), make a determination in good faith as to whether with respect to the matter as to which such indemnification is requested Indemnitee satisfied the applicable standard for conduct established under the DGCL for indemnification, such determination to be made: (i) if Indemnitee is a director or officer at the time the determination is to be made, by (A) the Board of Directors of the Company by the vote at a meeting thereof of a majority of the members of the Board who are not parties to such proceeding, even if less than a quorum (or by the unanimous written consent of all the Board members, provided there are members who are not parties to such proceeding) or (B) by a committee of the Board of Directors composed of directors who are not parties to such proceeding and authorized and designated to make such decision by the vote at a meeting of the Board of Directors of a majority of the members of the Board who are not parties to such proceeding, even if less than a quorum (or authorized and designated by the unanimous written consent of all the committee Board members), provided there are members who are not parties to such proceeding) or (C) if there are no directors who are not parties to such proceeding, or if so directed by the Board by action of the directors satisfying the requirements of clause (A) of this subparagraph or if so directed by a committee of the Board composed and designated in compliance with the requirements of clause (B) of this subparagraph, by independent legal counsel in a written opinion; or (ii) if Indemnitee is not a director or officer at the time the determination is to be made, (A) by the Board of Directors or a committee thereof by action thereof satisfying the requirements of clause (A) or (B) of subparagraph (i) of this Section or (B) by an officer of the Company duly authorized by action of the Board of Directors or a committee thereof by action thereof satisfying the requirements of clause (A) or (B) of subparagraph (i) of this Section or (C) if directed by the Board of Directors or a duly authorized committee or officercommittee, by independent legal counsel in a written opinion. The Company shall use its best efforts to cause a meeting of the Board or a Board committee to be held for purposes of making the determination of Indemnitee’s satisfaction of the applicable standard of conduct, or the appointment of independent legal counsel to make such determination, to be held within 15 days of receipt of Indemnitee’s request for indemnification and to have any such determination, including a determination to be made by independent legal counselcounsel if such a determination is to be made, completed within 60 days of such receipt. Alternatively, the Company may seek to have such determination made by action of the shareholders of the Company at a duly held meeting, provided that the Company has reasonably determined that such determination can be made within 60 days of such receipt. The Company shall give Indemnitee Indemnitee: (i) prompt written notice of the scheduling of any such Board, Board committee or shareholder meeting meeting; (ii) an opportunity to present in person Indemnitee’s views on the matter, along with any supporting documentation; and (iii) notice of the making of any such determination.