Released Derivative Claims means any and all Claims based on any facts, transactions, events, occurrences, acts, disclosures, statements, omissions or failures to act that were or could have been asserted by the Derivative Plaintiff on behalf of DHB, or by DHB on its own behalf, or by any Current DHB Shareholder in the Derivative Action, in a direct, indirect, representative, derivative or other capacity against the Released Derivative Persons, or any of them. In addition, Released Derivative Claims includes, without limitation, a release by DHB of David H. Brooks and Dawn M. Schlegel, and each of them, from any and all liability under §304 of the Sarbanes-Oxley Act of 2002 to reimburse DHB for any bonus or other incentive-based or equity based compensation received by them or either of them, or for any profits realized by them or either of them from the sale of any securities of DHB.
Released Derivative Claims means any and all claims of any nature or description under statutory or common law of the federal government or any state (including without limitation claims arising under South Carolina law, the federal securities laws, or any rules or regulations promulgated thereunder, and claims within the exclusive jurisdiction of federal courts), liabilities, obligations, causes of action, expenses, damages, losses or any other matters, whether known or unknown, foreseen or unforeseeable, certain or contingent, that have been or could have been asserted derivatively on behalf of TSFG or any of its subsidiaries in state or federal court or in arbitration or similar proceedings that are based on, relate in any manner to or arise out of the allegations, facts, events, transactions, acts, occurrences, statements, representations, misrepresentations, omissions or any other matter, thing or cause whatsoever, or any series thereof that (1) were involved, recited, described or referenced in the Actions2 or (2) otherwise arise out of, recite, describe, involve, refer to or relate to the compensation and benefits provided to Whittle by the Company, the Company’s reimbursement of Whittle’s expenses, Whittle’s severance package, or any matters alleged in the complaints in the Actions.
Released Derivative Claims means any and all claims (including "Unknown Claims"), demands, rights, liabilities and causes of action of every nature and description whatsoever, known or unknown whether or not concealed or hidden, asserted or that might have been asserted, including, without limitation, claims for negligence, gross negligence, breach of duty of care and/or breach of duty of loyalty, fraud, breach of fiduciary duty, or violations of any state or federal statutes, rules or regulations that have been or could have been asserted by Samsonite or Samsonite Shareholders on behalf of Samsonite, or any of them, against any or all of the Released Persons in the Derivative Action arising out of, based upon or related to the facts, transactions, events, occurrences, acts, disclosures, statements, omissions or failures to act which were alleged or could have been alleged in the Litigation.
Examples of Released Derivative Claims in a sentence
Upon the Effective Date, Krispy Kreme and all current Krispy Kreme shareholders shall be deemed to have and by operation of this Judgment, shall have, fully, finally and forever released, relinquished and discharged all Released Derivative Claims against the Released Derivative Parties.
Pending final determination of whether the Settlement should be approved, no China Ag stockholder, either directly, derivatively, representatively, or in any other capacity, shall commence or further prosecute against any of the Released Persons any action or proceeding in any court or tribunal asserting any of the Released Derivative Claims or Released Class Claims.
The Derivative Action against the Derivative Settling Defendants, and all claims contained therein, as well as all of the Released Derivative Claims, are dismissed with prejudice.
To keep full and complete records of the doings of his office, to render reports as often as may be required by the Selectmen, but no less than and annually or oftener if required by the Selectmen, and to make a synopsis of all reports for publication.
For the avoidance of doubt, the Released Derivative Claims do not include any direct claims of any Darden shareholder, including any claims based on or arising under the federal or state securities laws.
More Definitions of Released Derivative Claims
Released Derivative Claims means any and all claims, debts, disputes, demands, rights, actions or causes of action, liabilities, damages, losses, obligations, sums of money due, judgments, suits, amounts, matters, issues and charges of any kind or nature whatsoever (including, but not limited to, any claims for interest, attorneys’ fees, expert or consulting fees and any other costs, expenses, amounts or liabilities whatsoever), whether based on United States federal, state, or local statutory or common law or any other law, rule, or regulation, whether foreign or domestic, at law or in equity, fixed or contingent, accrued or unaccrued, liquidated or unliquidated, matured or unmatured, foreseen or unforeseen, suspected or unsuspected, apparent or unapparent, including both known claims and Unknown Claims (defined below), by, in favor of, or for the benefit of Twin River, whether directly for itself, derivatively on its behalf or otherwise by any Person standing or purporting to stand in its shoes, its affiliates, agents, insurers, employees, directors, officers (including the Individual Defendants), counsel and other representatives, in each case, whether present or former, that concern, are based on, arise out of or in any way relate to the allegations, transactions, facts, matters, events, disclosures, non-disclosures, statements, occurrences, representations, acts or omissions, or failures to act that have been or could have been alleged with respect to the Derivative Claims. The Released Derivative Claims shall not include any claims to enforce the terms of this Agreement.
Released Derivative Claims means any and all Claims, including Unknown Claims, that Plaintiff (i) asserted derivatively in the Complaints or the Supplement Complaint; or (ii) could have asserted derivatively on behalf of the Company in the Complaints or the Supplement Complaint or in any other court, tribunal, proceeding, or other forum that are based on, arise out of, or relate to the same set of operative facts as those alleged in the Complaints or the Supplement Complaint, including claims concerning the Recapitalization, the CEO Approval Right, the Restated CEO Approval Right, the Cloudmed
Released Derivative Claims means all claims (including “Unknown Claims”
Released Derivative Claims means any and all Claims, including Unknown Claims, that Plaintiff (i) asserted derivatively in the Complaints or the Supplement Complaint; or (ii) could have asserted derivatively on behalf of the Company in the Complaints or the Supplement Complaint or in any other court,
Released Derivative Claims means all claims, demands, rights, actions or causes of action, liabilities, damages, losses, obligations, judgments, suits, defenses, counterclaims, offsets, fees, expenses, costs, matters and issues of any kind or nature whatsoever, whether contingent or absolute, suspected or unsuspected, disclosed or undisclosed, matured or unmatured, including known claims and Unknown Claims (defined below), that (i) were asserted in the Amended Derivative Complaint or any other complaint filed in the Shareholder Derivative Action; or (ii) could have been or in the future could or might be asserted derivatively on behalf of Darden in any court, tribunal or proceeding (including, but not limited to, any claims arising under federal or state statutory or common law relating to breach of care or breach of loyalty), which have arisen, could have arisen, arise now, or hereafter arise out of or are based upon the allegations, facts, events, acquisitions, matters, acts, occurrences, statements, representations, misrepresentations, omissions, or any other matter, thing or cause whatsoever, or any series thereof, involved, set forth, or referred to in the Amended Derivative Complaint or any other complaint filed in the Shareholder Derivative Action, including any claims that could have been brought derivatively on behalf of Darden arising out of or based upon:
Released Derivative Claims means and include any and all claims, or causes of action, that have been or could have been asserted through the date of the settlement by MAX Internet or MAX Internet Shareholders on behalf of MAX Internet, or any of them, against the Defendants or Released Persons in the Derivative Action, including, but not limited to, any claims or causes of action that are based upon or related to the facts, transactions, events, occurrences, acts, disclosures, statements, omissions or failures to act which were alleged or could have been alleged in the Derivative Action through the date of the settlement.
Released Derivative Claims means any and all claims, causes of action, debts, demands, rights or liabilities, including but not limited to, claims for conversion, negligence, gross negligence, professional negligence, breach of duty of care, breach of duty of loyalty, fraud, breach of fiduciary duty, malpractice, breach of contract, negligent misrepresentation, waste of corporate assets, gross mismanagement, unjust enrichment, violations of any local, state, or federal statutes, rules, or regulations, whether fixed or contingent, accrued or unaccrued, liquidated or unliquidated, at law or in equity, matured or unmatured, including both known claims and any Unknown Claims that have been, or could have been