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. 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
1. The parties to any such Dispute shall first attempt to resolve the Dispute pursuant to Section 20.1 or 20.2.
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:
4.2.1. indemnify the Director under section 2.2.1 in respect of the proceeding; or
4.2.2. pay the expenses of the Director under section 2.2.2 or section 7.1 if the Director was not wholly successful, on the merits or otherwise, in the outcome of the proceeding or was not substantially successful on the merits in the outcome of the proceeding.
Derivative Action. A member may maintain a derivative action to enforce a right of a limited liability company if:
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. 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 another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney's fees) and amount paid in settlement actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonable believed to be in or not opposed to the hest interests of the Corporation, and, with respect to amounts paid in settlement, the settlement of the suit or action was in 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 or suit by judgment or settlement shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation.
