| (2) If there are fewer than 2 disinterested directors, | by the vote necessary for action by the corporation's | board of directors in accordance with section 825, | subsection 3, in which authorization directors who do | not qualify as disinterested directors may participate; | or |
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| B. By the shareholders, but shares owned by or voted under | the control of a director who at the time does not qualify | as a disinterested director may not be voted on the | authorization. |
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| §855. Court-ordered indemnification; advance for |
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| | 1. Application and order. A director who is a party to a | proceeding because that the director is a director of the | corporation may apply for indemnification or an advance for | expenses to the court conducting the proceeding or to another | court of competent jurisdiction. After receipt of an application | and after giving any notice the court considers necessary, the | court shall: |
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| A. Order indemnification if the court determines that the | director is entitled to mandatory indemnification under | section 853; |
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| B. Order indemnification or an advance for expenses if the | court determines that the director is entitled to | indemnification or an advance for expenses pursuant to a | provision authorized by section 859, subsection 1; or |
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| C. Order indemnification or an advance for expenses if the | court determines, in view of all the relevant circumstances, | that it is fair and reasonable: |
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| (1) To indemnify the director; or |
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| (2) To advance expenses to the director even if the | director has not met the relevant standard of conduct | set forth in section 852, subsection 1, failed to | comply with section 854 or was adjudged liable in a | proceeding referred to in section 852, subsection 4, | paragraph A or B, but, if the director was adjudged so | liable, the director's indemnification must be limited | to reasonable expenses incurred in connection with the | proceeding. |
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| | 2. Entitlement to expenses. If the court determines that the | director is entitled to indemnification under subsection 1, |
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