Security Holder Demand definition

Security Holder Demand means any written demand made by one or more security holders of the Company upon the Company’s Board of Directors to bring a civil proceeding against any of the Insured Persons for a Wrongful Act.

Examples of Security Holder Demand in a sentence

  • The amount shown in Item C.2. of the Declarations shall be the maximum aggregate Sublimit of Liability of Underwriters under the Policy for all Security Holder Demand Investigatory Costs arising from all Security Holder Demands under Insuring Clause I.D. Such Sublimit of Liability shall be part of, and not in addition to, the Limit of Liability stated in Item C.1. of the Declarations.

  • No settlement shall be made and no Costs, Charges and Expenses, Facilitation Costs, Inquiry Costs or Security Holder Demand Investigatory Costs shall be incurred without Underwriters' consent, such consent not to be unreasonably withheld.

  • Underwriters shall pay on behalf of the Company all Security Holder Demand Investigatory Costs resulting from any Security Holder Demand first made during the Policy Period for a Wrongful Act.

  • The amount shown in Item C.2. of the Declarations shall be the maximum aggregate Sublimit of Liability of Underwriters under the Policy for (i) all Security Holder Demand Investigatory Costs arising from all Security Holder Demands and (ii) all Books and Records Costs arising from all Books and Records Demands under Insuring ClauseI.D. Such Sublimit of Liability shall be part of, and not in addition to, the Limit of Liability stated in Item C.1. of the Declarations.

  • It shall be the duty of the Insureds and not the duty of the Underwriters to defend Claims, Investigations or Inquiries, including the investigation, review and evaluation of any Security Holder Demand or to respond to any Books and Records Demand.

  • No settlement shall be made and no Costs, Charges and Expenses, Facilitation Costs, Inquiry Costs, Security Holder Demand Investigatory Costs or Books and Records Costs shall be incurred without Underwriters' consent, such consent not to be unreasonably withheld.

  • With capital movements under check, intermediate exchange arrangements (conventional pegs, crawling pegs or bands, and target zones) remain a viable and attractive option for many countries (Wyplosz, 2001; Williamson, 2000).These two strands of research both rely on the proposition that exchange rate stability and monetary policy autonomy are not jointly achievable under free capital mobility, the so-called “impossible trinity,” but they look at it from different angles.

Related to Security Holder Demand

  • Security Holder means the holder of a Security.

  • Majority Holder as used in this Section 7.4 shall mean any holder or any combination of holders of Registrable Securities, if included in such holders' Registrable Securities are that aggregate number of Shares (including Shares already issued and Shares issuable pursuant to the exercise of outstanding Warrants) as would constitute a majority of the aggregate number of Shares (including Shares already issued and Shares issuable pursuant to the exercise of outstanding Warrants) included in all of the Registrable Securities.

  • Demand Notice has the meaning set forth in Section 2(a)(i).

  • Resale Registration Statement means a registration statement meeting the requirements set forth in the Registration Rights Agreement and covering the resale of the Warrant Shares by each Purchaser as provided for in the Registration Rights Agreement.

  • Majority Holders means at any time the Holders of Warrants exercisable for a majority of the shares of Warrant Stock issuable under the Warrants at the time outstanding.

  • Registration Notice has the meaning specified in Section 2.1(a).

  • Demand Note means the note issued by the rating authority, in relation to the premises for the purpose of levying non-domestic rates prescribed by Scottish Ministers for the financial year, in respect of which a claim is made under this Determination;

  • Holder means a Person in whose name a Security is registered in the Security Register.

  • Preliminary Offering Circular means any preliminary offering circular or memorandum, if any, or any other written preliminary materials authorized by the Issuer to be used in connection with such an Offering. As used herein, the terms “Offering Circular” and “Preliminary Offering Circular” include the material, if any, incorporated by reference therein. We will either, as soon as practicable after the later of the date of the Invitation Wire or the date made available to us by the Issuer, furnish to you (or make available for your review) a copy of any Preliminary Offering Circular or any proof or draft of the Offering Circular. In any event, in any Offering involving an Offering Circular, the Manager will furnish, make available to you, or make arrangements for you to obtain, as soon as practicable after sufficient quantities thereof are made available by the Issuer, copies (which may, to the extent permitted by law, be in electronic form) of the Preliminary Offering Circular and Offering Circular, as amended or supplemented, if applicable (but excluding, for this purpose, documents incorporated therein by reference).

  • Transfer Restricted Securities means securities that bear or are required to bear the legend set forth in Section 2.06 hereof.

  • Additional Registrable Securities means, (i) any Cutback Shares not previously included on a Registration Statement and (ii) any capital stock of the Company issued or issuable with respect to the Notes, the Conversion Shares, the Warrants, the Warrant Shares, or the Cutback Shares, as applicable, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitations on conversion, amortization and/or redemption of the Notes or exercise of the Warrants.

  • Registration decal means an adhesive sticker produced by the department and issued by the

  • New Securities Trustee means a bank or trust company reasonably satisfactory to the Initial Purchasers, as trustee with respect to the New Securities under the New Securities Indenture.

  • Exchange Registration Statement shall have the meaning assigned thereto in Section 2(a) hereof.

  • Automatic Shelf Registration Statement means an “automatic shelf registration statement” as defined in Rule 405 promulgated under the Securities Act.

  • Registerable Securities means the shares of Common Stock issued or issuable upon exercise of the Warrants.

  • Initial Shelf Registration Statement has the meaning set forth in Section 2(a) hereof.

  • Transfer-Restricted Security means any Security that constitutes a “restricted security” (as defined in Rule 144); provided, however, that such Security will cease to be a Transfer-Restricted Security upon the earliest to occur of the following events:

  • Registrable Amount means an amount of Registrable Securities having an aggregate value of at least $200,000,000 (based on the anticipated offering price (as determined in good faith by the Requesting Shareholders)).

  • Registrable Securities then outstanding means the number of shares determined by adding the number of shares of outstanding Common Stock that are Registrable Securities and the number of shares of Common Stock issuable (directly or indirectly) pursuant to then exercisable and/or convertible securities that are Registrable Securities.

  • indenture security holder means a Noteholder.

  • Additional Registration Statement means a registration statement or registration statements of the Company filed under the 1933 Act covering any Additional Registrable Securities.

  • Initial Holder has the meaning set forth in the preamble.

  • Initial Shelf Registration See Section 3(a).

  • Note A-8 Holder means the Initial Note A-8 Holder or any subsequent holder of Note A-8, as applicable.

  • Withdrawn Registration means a forfeited demand registration under Section 2.1 in accordance with the terms and conditions of Section 2.4.