1. A person who has been successful, on the merits or otherwise, in the defense of
a civil or criminal action or proceeding of the character described in section seven thousand nineteen shall be entitled to indemnification as authorized in such section.
(a) By the board acting by a quorum consisting of directors who are not parties to
such action or proceeding upon a finding that the director or officer has met the
standard of conduct set forth in section seven thousand nineteen or established pursuant to section seven thousand eighteen, as the case may be, or,
(b) If a quorum under paragraph (a) is not obtainable or, even if obtainable, a quorum
of disinterested directors so directs:
(i) By the board upon the opinion in writing of independent legal counsel that indemnification
is proper in the circumstances because the applicable standard of conduct set forth
in such sections has been met by such director or officer, or
(ii) By the stockholders upon a finding that the director or officer has met the applicable
standard of conduct set forth in such sections.
3. Expenses incurred in defending a civil or criminal action or proceeding may be
paid by the corporation in advance of the final disposition of such action or proceeding
upon receipt of an undertaking by or on behalf of such director or officer to repay
such amount as, and to the extent, required by subdivision one of section seven thousand twenty-two.
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