Determination

Determination. A determination Shall mean that either (x) there is a reasonable basis for the conclusion that indemnification of Indemnitee is proper in the circumstances because Indemnitee met a particular standard of conduct (a "Favorable Determination") or (y) there is no reasonable basis for the conclusion that indemnification of Indemnitee is proper in the circumstances because Indemnitee met a particular standard of conduct (an "Adverse Determination"). An Adverse Determination shall include the... decision that a Determination was required in connection with indemnification and the decision as to the applicable standard of conduct conduct. View More

Determination. A determination Shall mean that either (x) there is a reasonable basis for the conclusion that indemnification of Indemnitee is proper in the circumstances because Indemnitee met a particular standard of conduct (a "Favorable Determination") or (y) there is no reasonable basis for the conclusion that indemnification of Indemnitee is proper in the circumstances because Indemnitee met a particular standard of conduct (an "Adverse Determination"). An Adverse Determination shall include the... decision that a Determination was required in connection with indemnification and the decision as to the applicable standard of conduct conduct. View More

Determination. A Means a determination that either (x) (i) there is a reasonable basis for the conclusion that indemnification of Indemnitee is proper in the circumstances because Indemnitee met a a/the particular standard standard(s) of conduct (a "Favorable Determination") or (y) (ii) there is no reasonable basis for the conclusion that indemnification of Indemnitee is proper in the circumstances because Indemnitee met a a/the particular standard standard(s) of conduct (an "Adverse Determination"). An... Adverse Determination shall include the decision that a Determination was required in connection with indemnification and the decision as to the applicable standard of conduct conduct. View More

Determination. Means a determination, and DETERMINED in relation to a matter means a matter which has been determined based on the facts known at the time, by: (i) a majority vote of a quorum of disinterested directors, or (ii) if such a quorum is not obtainable, or even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or, in the event there has been a Change in Control, by the Special Independent Counsel (in a written opinion) selected by the Indemnitee as set forth in Section 6, or (iii) a majority of the disinterested stockholders shareholders of the Company, or (iv) a final adjudication by a court of competent jurisdiction. View More

Determination. Means a determination, and DETERMINED Determined means a matter which has been determined based on the facts known at the time, by: (i) a majority vote of a quorum of disinterested directors, or (ii) if such a quorum is not obtainable, or even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or, in the event there has been a Change in Control, by the Special Independent Counsel (in a written opinion) selected by Indemnitee as... set forth in Section 6, or (iii) a majority of the disinterested stockholders of the Company, or (iv) a final adjudication by a court of competent jurisdiction. View More

Determination. Means a determination, and DETERMINED Determined means a matter which has been determined based on the facts known at the time, by: (i) (1) a majority vote of a quorum of disinterested directors, or (ii) (2) if such a quorum is not obtainable, or even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or, in the event there has been a Change in Control, by the Special Independent Counsel (in (as defined in Section 6 hereof), in a... written opinion) opinion, selected by Indemnitee as set forth in Section 6, or (iii) (3) a majority of the disinterested stockholders of the Company, or (iv) (4) a final adjudication by a court of competent jurisdiction. View More

Determination. Means a determination made by (a) a majority vote of a quorum of Disinterested Directors, even though less than a quorum; Directors; (b) Independent Legal Counsel, in a written opinion addressed to the Company and the Indemnitee; (c) the stockholders of the Company; or (d) a decision by a court of competent jurisdiction which is not subject to further appeal or not appealed in a timely manner.