Reasonably Prompt Action definition

Reasonably Prompt Action means that each of the Company, its directors and its officers act in a manner that is consistent with the exercise of their applicable fiduciary duties to safeguard the assets of the Company, including the time value of any potential Recoverable Compensation.

Examples of Reasonably Prompt Action in a sentence

  • If the Company is required to prepare a Restatement, the Board shall, unless the Board’s Compensation Committee (the “Compensation Committee”) or, in the absence of the Compensation Committee, a majority of the independent directors serving on the Board, determines it to be Impracticable, take Reasonably Prompt Action to recoup all Recoverable Compensation from any Covered Person.

  • If the Company is required to prepare a Restatement, the Board shall, unless the Board’s Management Development and Compensation Committee (the “Compensation Committee”) determines it to be Impracticable, take Reasonably Prompt Action to recoup all Recoverable Compensation from any Covered Person.

  • If the Company is required to prepare a Restatement, the Board shall, unless the Board’s Management Development and Compensation Committee (the “MD&C Committee”) or, in the absence of the MD&C Committee, a majority of the independent directors serving on the Board, determines it to be Impracticable, take Reasonably Prompt Action to recoup all Recoverable Compensation from any Covered Person.

  • If the Company is required to prepare a Restatement, the Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board”) shall, unless the Committee determines it to be Impracticable, take Reasonably Prompt Action to recoup all Recoverable Compensation from any Covered Person.

Related to Reasonably Prompt Action

  • Legal Action means and includes any claim, counterclaim, demand, action, suit, counterclaim, arbitration, inquiry, proceeding or investigation before any

  • Tort action means a civil action for damages for injury, death, or loss to person or property other than a civil action for damages for a breach of contract or another agreement between persons or government entities.

  • Action shall have the meaning ascribed to such term in Section 3.1(j).

  • Adverse action means a home or remote state action.

  • Infringement Action has the meaning set forth in Section 9.6(b).

  • Regulatory Proceeding means a request for information, civil investigative demand, or civil proceeding commenced by service of a complaint or similar proceeding brought by or on behalf of the Federal Trade Commission, Federal Communications Commission, or any federal, state, local or foreign governmental entity in such entity’s regulatory or official capacity in connection with such proceeding.

  • Enforcement Action means any action of any kind to:

  • Administrative proceeding means a non-judicial process that is adjudicatory in nature in order to make a determination of fault or liability (e.g., Securities and Exchange Commission Administrative Proceedings, Civilian Board of Contract Appeals Proceedings, and Armed Services Board of Contract Appeals Proceedings). This includes administrative proceedings at the Federal and State level but only in connection with performance of a Federal contract or grant. It does not include agency actions such as contract audits, site visits, corrective plans, or inspection of deliverables.

  • Transaction Litigation has the meaning set forth in Section 5.2(d).

  • Response Action means the investigation, cleanup, removal, remediation, containment, control, abatement, monitoring of or any other response action to the presence of Regulated Substances or Contamination in, on, at, under or emanating from the Stadium Site, including the correction or abatement of any violation required pursuant to Environmental Laws or by a Governmental Authority.

  • Class Action means a legal action:

  • third party proceeding means any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, other than an action by or in the right of the corporation.

  • Reasonable Steps means those steps the Receiving Party takes to protect its own similar proprietary and confidential information, which must not be less than a reasonable standard of care.

  • Regulatory Action means an administrative, regulatory, or judicial enforcement action, proceeding, investigation or inspection, FDA Form 483 notice of inspectional observation, warning letter, untitled letter, other notice of violation letter, recall, seizure, Section 305 notice or other similar written communication, injunction or consent decree, issued by the FDA or a federal or state court.

  • Actions means all actions, litigation, complaints, claims, charges, accusations, investigations, petitions, suits, arbitrations, mediations or other proceedings, whether civil or criminal, at law or in equity, or before any arbitrator or Governmental Entity.

  • Other Actions means any other actions or proceedings, excluding the Proceedings, relating to Released Claims commenced by a Settlement Class Member either before or after the Effective Date.

  • Material Action means to consolidate or merge the Company with or into any Person, or sell all or substantially all of the assets of the Company, or to institute proceedings to have the Company be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Company or file a petition seeking, or consent to, reorganization or relief with respect to the Company under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or a substantial part of its property, or make any assignment for the benefit of creditors of the Company, or admit in writing the Company's inability to pay its debts generally as they become due, or take action in furtherance of any such action, or, to the fullest extent permitted by law, dissolve or liquidate the Company.

  • Tax Action means any claim, action, suit, complaint, arbitration, audit, investigation, review, assessment, notice of deficiency or other proceeding relating to any Tax or Return by or before any Tax Authority.

  • Reasonable in the circumstances means using no more force than is needed.

  • Ministerial Action shall have the meaning set forth in Section 3.2.

  • winding-up proceedings means collective proceedings involving realisation of the assets and distribution of the proceeds among the creditors, shareholders or members as appropriate, which involve any intervention by administrative or judicial authorities, including where the collective proceedings are terminated by a composition or other analogous measure, whether or not they are founded on insolvency or are voluntary or compulsory;

  • Adjudicative proceeding means the procedure to be followed in contested cases, as set forth in RSA 541-A:31 through RSA 541-A:36.

  • Third Party Action means any suit or proceeding by a person or entity other than a Party for which indemnification may be sought by a Party under Article VII.

  • Adjudicatory proceeding means a contested case, a proceeding that may culminate in a contested case, a petition for declaratory order, a petition for expedited resolution of a negotiability dispute, or any other proceeding which may require the board or its designee to issue a decision, order, or ruling.

  • Litigation means any action, suit or proceeding before any court, mediator, arbitrator or Governmental Authority.

  • Protective proceeding means a judicial proceeding in which a protective order is sought or has been issued.