Company Determination

Company Determination. Means a determination based on the facts known at the time, by: (i) a majority vote of a quorum of disinterested directors of the Company, or (ii) if such a quorum is not obtainable, or even if obtainable, if a quorum of disinterested directors of the Company so directs, by independent legal counsel in a written opinion, or (iii) a majority of the disinterested stockholders of the Company.