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39 <br /> any judgment, money decree, fine, penalty or settlement for <br /> which such person may have become liable if: <br /> (A) a plan for such payment is approved by a <br /> consent in writing signed by the Directors entitled to <br /> such vote or such plan is sent to the Directors entitled <br /> to vote, with notice of a Directors' meeting, whether <br /> annual or special, to be held to take action thereon and <br /> if at such meeting a plan is approved by a majority of <br /> such Directors, exclusive of those Directors to be <br /> benefitted by the plan if approved; or <br /> (B) a majority of a quorum consisting of Directors <br /> who are not parties to such action, suit or proceeding <br /> determine that such person acted in good faith and in a <br /> manner such person reasonably believed to be in or not <br /> opposed to the best interests of the corporation, and <br /> with respect to any criminal action or proceeding, had no <br /> reasonable cause to believe such person's conduct was <br /> unlawful; or <br /> (C) in a proceeding brought by such person for such <br /> determination in the superior court of the district where <br /> the corporation has its registered office it is <br /> determined that such person acted in good faith and in a <br /> manner such person reasonably believed to be in or not <br /> opposed to the best interests of the corporation, and, <br /> with respect to any criminal action or proceeding, had no <br /> Ra12\R55090-006\0047496.06\10-07-94 30 <br />