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indemnification under section 853 and it is ultimately | determined under section 855 or 856 that the director has not | met the relevant standard of conduct described in section 852. |
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| | 2. Repayment obligation. The undertaking required by | subsection 1, paragraph B must be an unlimited general obligation | of the director but need not be secured and may be accepted | without reference to the financial ability of the director to | make repayment. |
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| | 3. Authorization process. Authorizations under this section | must may be made: |
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| A. By the corporation's board of directors: |
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| (1) If there are 2 or more disinterested directors, by | a majority vote of all the disinterested directors, a | majority of whom for this purpose constitutes a quorum, | or by a majority of the members of a committee of 2 or | more disinterested directors appointed by a majority | vote of all the disinterested directors; or |
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| (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 expenses |
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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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