Method of Determination. A determination (if required by applicable law) with respect to Indemnitee’s entitlement to indemnification shall be made as follows: (1) if a Change in Control has occurred, unless Indemnitee shall request in writing that such determination be made in accordance with clause (2) of this Section 7(b), the determination shall be made by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; (2) if a Change of Control has not occurred, the determination shall be made by the Board by a majority vote of Disinterested Directors, even though less than a quorum. In the event that there are no Disinterested Directors or if such Disinterested Directors so direct, the determination shall be made by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee.
Appears in 12 contracts
Sources: Indemnification Agreement (Sucampo Pharmaceuticals, Inc.), Indemnification Agreement (Sucampo Pharmaceuticals, Inc.), Indemnification Agreement (Sucampo Pharmaceuticals, Inc.)
Method of Determination. A determination (if required by applicable law) with respect to Indemnitee’s 's entitlement to indemnification shall be made as follows:
(1i) if a Change in Control has occurred, unless Indemnitee shall request in writing that such determination be made in accordance with clause (2ii) of this Section 7(b)6.2, the determination shall be made by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee;
(2ii) if a Change of Control has not occurred, the determination shall be made by the Board by a majority vote of Disinterested Directors, even though less than a quorum. In the event that there are no Disinterested Directors or if such Disinterested Directors so direct, the determination shall be made by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee.
Appears in 1 contract