Derivative Action an Action by or in the right of the Company.
Derivative Action. To the fullest extent permitted by Applicable Law, no Member may initiate, assert or maintain any derivative action or claim on behalf of, or seeking relief for, the Fund without first obtaining the affirmative consent of at least the holders of a majority of the Units.
Derivative Action. The term "Derivative Action" shall mean a Proceeding brought by or in the right of the Company to procure a judgment in favor of the Company.
Derivative Action. To the fullest extent permitted by Applicable Law, no Limited Partner may initiate, assert or maintain any derivative action or claim on behalf of, or seeking relief for, the Onshore Partnership without first obtaining the affirmative consent of at least a Majority in Interest of the Limited Partners.
Derivative Action. CalPERS and Alaska Plumbing agree not to object to the proposed settlement in In re UnitedHealth Group Incorporated Shareholder Derivative Litigation, No. 06-cv-01216-JMR-FLN (D. Minn.)(the “Derivative Action”), except to the extent the current and publicly known terms of that settlement are modified in a manner that is detrimental to the interests of the Plaintiffs. Nothing in this paragraph, however, shall prevent Plaintiffs from continuing to enforce, defend or pursue the injunctive relief as to certain property claimed by Xxxxxxx X. XxXxxxx, which is subject to the Court’s Order dated December 26, 2007. Further, nothing in this paragraph shall prevent Plaintiffs from enforcing the terms of, or preserving its rights under this Memorandum. Finally, nothing in this paragraph shall prevent Plaintiffs from pursuing their claims in the Consolidated Action against Xxxxxxx X. XxXxxxx and Xxxxx X. Xxxxxx (“Reserved Claims”), or from objecting to any attempt by the plaintiffs in the Derivative Action or any of the Settling Defendants to release any Reserved Claim in the Derivative Action.
Derivative Action. If an eligible proceeding is brought against the Director by or on behalf of the Corporation or by or on behalf of an associated corporation, the Corporation shall not:
Derivative Action. Pursuant to Section 20.3, a Member may initiate and pursue in the right of the Company any Dispute arising out of or relating to
Derivative Action. The status of the derivative action against ----------------- Ridgewood styled as Xxxxxxxxxxxx v. Early et al. is as set forth on Schedule 17 ---------------------------- ----------- hereto.
Derivative Action. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in the corporation’s favor by reason of the fact that such person is or was a director, trustee, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee or agent of any other corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation; provided, however, that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for gross negligence or willful misconduct in the performance of such person’s duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as such court shall deem proper. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, by itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interest of the corporation.
Derivative Action. A derivative action is when a shareholder sues on behalf of the corporation to protect the business. The corporation itself does not issue the claim. A shareholder can pursue a derivative action when he or she believes that the corporation’s management is participating in fraud, dishonesty or personal financial gain at the expense of the business. Share sales (right of first refusal, tag along, drag along) A right of first refusal clause gives each of the shareholders the right to purchase shares owned by another shareholder who wants to exit, prior to any third party purchasing those same shares. Tag along clauses are designed to protect minority shareholders in the event that a majority shareholder decides to exit and sell his or her shares. The minority shareholders will have a right to be bought out, on a pro rata basis, along with the majority shareholder. Drag along clauses allow a majority shareholder to ‘drag along’ a reluctant minority shareholder in the event of an exit. Director and officer rights The right to appoint directors provides an assurance that the board includes directors who represent the interests of each shareholder, including minority shareholders, and some control over how the business is operated. Pre-emptive rights With pre-emptive rights, a minority shareholder is guaranteed the right to purchase any new shares issued. This protects the shareholder’s percentage of ownership. However, it can also delay investment from third parties. ‘Shotgun’ clause A shotgun clause gives a shareholder the right to buy or sell his or her shares to another shareholder if that shareholder cannot resolve an issue regarding the company's operations or sale. The share sale price is usually based on a fair value sale price, meaning by way of agreement or valuation by a valuer agreed between the parties.
