Method of Determination. A determination (if required by applicable law) with respect to the Indemnitee's entitlement to indemnification will be made as follows: (1) If a Change in Control has occurred, unless the Indemnitee requests in writing that such determination be made in accordance with clause (2) of this Section 6(b), the determination will be made by Independent Counsel in a written opinion to the Board, a copy of which will be delivered to the Indemnitee. (2) If a Change of Control has not occurred, and subject to Section 6(e) of this Agreement, the determination will be made by the Board by a majority vote of a quorum consisting of Disinterested Directors. In the event that a quorum of the Board consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directs, the determination will be made by Independent Counsel in a written opinion to the Board, a copy of which will be delivered to the Indemnitee.
Appears in 4 contracts
Sources: Indemnification Agreement (Troy Group Inc), Indemnification Agreement (Rdo Equipment Co), Indemnification Agreement (Troy Group Inc)
Method of Determination. A determination (if required by applicable law) with respect to the Indemnitee's ’s entitlement to indemnification will shall be made as follows:
(1a) If if a Change in Control has occurred, unless the Indemnitee requests shall request in writing that such determination be made in accordance with clause (2b) of this Section 6(b)6.2, the determination will shall be made by Independent Counsel in a written opinion to the Board, a copy of which will shall be delivered to the Indemnitee.;
(2b) If if a Change of Control has not occurred, and subject to Section 6(e) of this Agreement6.5, the determination will shall be made by the Board by a majority vote of a quorum consisting of Disinterested Directors. In the event that a quorum of the Board consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directs, the determination will shall be made by Independent Counsel in a written opinion to the Board, a copy of which will shall be delivered to the Indemnitee.
Appears in 3 contracts
Sources: Indemnification Agreement (Southwest Casino Corp), Indemnification Agreement (Southwest Casino Corp), Indemnification Agreement (Southwest Casino Corp)
Method of Determination. A determination (if required by applicable law) with respect to the Indemnitee's entitlement to indemnification will shall be made as follows:
(1a) If if a Change in Control has occurred, unless the Indemnitee requests shall request in writing that such determination be made in accordance with clause (2b) of this Section 6(b)6.02, the determination will shall be made by Independent Counsel in a written opinion to the Board, a copy of which will shall be delivered to the Indemnitee.;
(2b) If if a Change of Control has not occurred, and subject to Section 6(e) of this Agreement6.03, the determination will shall be made by the Board by a majority vote of a quorum consisting of Disinterested Directors. In the event that a quorum of the Board consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directs, the determination will shall be made by Independent Counsel in a written opinion to the Board, a copy of which will shall be delivered to the Indemnitee.
Appears in 2 contracts
Sources: Indemnification Agreement (Ceridian Corp /De/), Indemnification Agreement (Ceridian Corp /De/)
Method of Determination. A determination (if required by applicable law) with respect to the Indemnitee's entitlement to indemnification will shall be made as follows:
(1a) If if a Change in Control has occurred, unless the Indemnitee requests shall request in writing that such determination be made in accordance with clause (2b) of this Section 6(b)6.02, the determination will shall be made by Independent Counsel in a written opinion to the Board, a copy of which will shall be delivered to the Indemnitee.;
(2b) If if a Change of Control has not occurred, and subject to Section 6(e) of this Agreement6.05, the determination will shall be made by the Board by a majority vote of a quorum consisting of Disinterested Directors. In the event that a quorum of the Board consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directs, the determination will shall be made by Independent Counsel in a written opinion to the Board, a copy of which will shall be delivered to the Indemnitee.
Appears in 2 contracts
Sources: Indemnification Agreement (Ceridian Corp), Indemnification Agreement (Arbitron Inc)
Method of Determination. A determination (if required by applicable law) with respect to the Indemnitee's ’s entitlement to indemnification will shall be made as follows:
(1a) If if a Change in Control has occurred, unless the Indemnitee requests shall request in writing that such determination be made in accordance with clause (2b) of this Section 6(b)6.02, the determination will shall be made by Independent Counsel in a written opinion to the Board, a copy of which will shall be delivered to the Indemnitee.;
(2b) If if a Change of Control has not occurred, and subject to Section 6(e) of this Agreement6.03, the determination will shall be made by the Board by a majority vote of a quorum consisting of Disinterested Directors. In the event that a quorum of the Board consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directs, the determination will shall be made by Independent Counsel in a written opinion to the Board, a copy of which will shall be delivered to the Indemnitee.
Appears in 1 contract
Sources: Indemnification Agreement (Comdata Network, Inc. Of California)
Method of Determination. A determination (if required by applicable law) with respect to the Indemnitee's entitlement to indemnification will be made within 90 days as follows:
(1) If a Change in Control has occurred, unless the Indemnitee requests in writing that such determination be made in accordance with clause (2) of this Section 6(b), the determination will be made by Independent Counsel in a written opinion to the Board, a copy of which will be delivered to the Indemnitee.
(2) If a Change of Control has not occurred, and subject to Section 6(e) of this Agreement, the determination will be made by the Board by a majority vote of a quorum consisting of Disinterested Directors. In the event that a quorum of the Board consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directs, the determination will be made by Independent Counsel in a written opinion to the Board, a copy of which will be delivered to the Indemnitee.
Appears in 1 contract