Security Holder Derivative Demand definition

Security Holder Derivative Demand means a written demand by one or more security holders of the Company upon the board of directors of the Company to bring a lawsuit against any Insured Person for a Wrongful Act.
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Security Holder Derivative Demand means a written demand by shareholders of the Company, other than an Executive, made upon its Board of Directors (or similar management body) which seeks to compel the Board of Directors (or similar management body) to bring, on behalf of the Company, a civil proceeding in a court of law against any Executive for such Executive's Wrongful Act.
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Security Holder Derivative Demand means: (1) any written demand by a Security holder of a Company upon the board of Directors, board of managers or supervisory board members of such Company to bring a civil proceeding in a court of law against an Insured Person fora Wrongful Act; or (2) any lawsuit by a Security holder of a Company, brought derivatively on behalf of such Company, against an Insured Person for a Wrongful Act without first making a demand as described in subparagraph (1) above. A Security Holder Derivative Demand shall be deemed to be “first made” against an Insured when such written demand was first received by the Company or such lawsuit was first brought. The Security Holder Derivative Demand must be first received by the Company during the Period of Insurance, or the Extended Reporting Period, if applicable, for or alleging a Wrongful Act taking place before or during the Period of Insurance.
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Examples of Security Holder Derivative Demand in a sentence

  • The Insurer shall pay on behalf of the Company all Security Holder Derivative Demand Investigation Costs as a result of any Security Holder Derivative Demand first made during the Policy Period and reported to the Insurer as required by this Policy.

  • Investigative ExpensesThe insurer will pay investigative expenses the company has incurred during the policy period.The Insurer will pay Investigative Expenses on behalf of the Company on account of a Security Holder Derivative Demand first received by the Company during the Policy Period or Extended Reporting Period, if purchased, for a Management Practices Wrongful Act committed on or after the Retroactive Date, if applicable, and before the end of the Policy Period.With respect to Insuring Agreements 1.

  • However, many types of skilled laborers must be recruited from outside the County.

  • The Company shall also pay on behalf of the Insured Organization Investigation Expense resulting from any Security Holder Derivative Demand first made during the Policy Period, or if exercised, during the Extended Reporting Period or Run-Off Extended Reporting Period, against an Insured Person for Wrongful Acts.

  • The Insurer shall pay on behalf of the Insured Entity all Security Holder Derivative Demand Investigation Costs as a result of any Security Holder Derivative Demand first made during the Policy Period and reported to the Insurer as required by this Policy.

  • The Insurer shall pay on behalf of the Company all Derivative Investigative Costs on account of a Security Holder Derivative Demand first received by the Company during the Policy Period or any applicable Extended Reporting Period, if purchased, for a Wrongful Act taking place before or during the Policy Period.

  • Sublimit of Liability for all Security Holder Derivative Demand Investigation Costs:B.

  • The Company will pay on behalf of the Insured Organization, Derivative Investigation Expenses on account of a Security Holder Derivative Demand first made during the Policy Period, or any applicable Extended Reporting Period, for a Wrongful Act occurring before or during the Policy Period.


More Definitions of Security Holder Derivative Demand

Security Holder Derivative Demand means a written demand brought and maintained by a security holder of the Insured Organization on behalf of the Insured Organization, made upon the Insured Organization’s board of directors, board of managers, or functional equivalent board, to bring a civil proceeding against an Insured Person for a Wrongful Act committed by such Insured Person, but only if such demand is brought and maintained without the active solicitation, assistance, or participation of an Insured.
Sample 1
Security Holder Derivative Demand means a written demand by one or more security holders of the Insured Organization in their capacity(ies) as such to bring a civil proceeding in a court of law on behalf of, or in the name or right of, the Insured Organization against any Insured Person for a Wrongful Act by an Insured Person, but only if such demand is asserted without the assistance, participation or solicitation of any member of the board of directors, officer, member of the board of managers, or a functional equivalent thereof.
Sample 1
Security Holder Derivative Demand means a written demand on behalf of an Insured Organization made by a security holder of such Insured Organization and made upon the board of directors or board of managers, or any functional equivalent board, of such Insured Organization to bring a civil proceeding in a court of law against an Insured Person for a Wrongful Act committed by such Insured Person.
Sample 1
Security Holder Derivative Demand means any written demand by a security holder of an Insured Entity upon the board of directors or management board of such Insured Entity to bring a civil proceeding in a court of law against any Insured Person for a Wrongful Act, provided such demand is brought and maintained without any active assistance or participation of, or solicitation by, any Insured Person.
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Related to Security Holder Derivative Demand

  • Short Derivative Instrument means a Derivative Instrument (i) the value of which generally decreases, and/or the payment or delivery obligations under which generally increase, with positive changes to the Performance References and/or (ii) the value of which generally increases, and/or the payment or delivery obligations under which generally decrease, with negative changes to the Performance References.

  • Security Holder means the holder of a Security.

  • Additional Book Basis Derivative Items means any Book Basis Derivative Items that are computed with reference to Additional Book Basis. To the extent that the Additional Book Basis attributable to all of the Partnership’s Adjusted Property as of the beginning of any taxable period exceeds the Aggregate Remaining Net Positive Adjustments as of the beginning of such period (the “Excess Additional Book Basis”), the Additional Book Basis Derivative Items for such period shall be reduced by the amount that bears the same ratio to the amount of Additional Book Basis Derivative Items determined without regard to this sentence as the Excess Additional Book Basis bears to the Additional Book Basis as of the beginning of such period.

  • Long Derivative Instrument means a Derivative Instrument (i) the value of which generally increases, and/or the payment or delivery obligations under which generally decrease, with positive changes to the Performance References and/or (ii) the value of which generally decreases, and/or the payment or delivery obligations under which generally increase, with negative changes to the Performance References.

  • Counterparty Downgrade Collateral Account means an interest-bearing account of the Issuer with the Custodian into which all Counterparty Downgrade Collateral is to be deposited.

  • Swap Collateral means, at any time, any asset (including, without limitation, cash and/or securities) which is paid or transferred by a Swap Provider to the Guarantor (and not transferred back to the Swap Provider) as credit support to support the performance by such Swap Provider of its obligations under the relevant Swap Agreement together with any income or distributions received in respect of such asset and any equivalent of such asset into which such asset is transformed; for greater certainty, Contingent Collateral shall at all times be excluded from Swap Collateral;

  • Derivative Security means any right, option, warrant or other security convertible into or exercisable for Common Stock.

  • OTC derivative or ‘OTC derivative contract’ means a derivative contract the execution of which does not take place on a regulated market as within the meaning of Article 4(1)(14) of Directive 2004/39/EC or on a third-country market considered as equivalent to a regulated market in accordance with Article 19(6) of Directive 2004/39/EC;

  • Derivative Interest means any derivative securities (as defined under Rule 16a-1 under the Exchange Act) that increase in value as the value of the underlying equity increases, including, but not limited to, a long convertible security, a long call option and a short put option position, in each case, regardless of whether (i) such interest conveys any voting rights in such security, (ii) such interest is required to be, or is capable of being, settled through delivery of such security or (iii) transactions hedging the economic effect of such interest.

  • Additional Collateral Mortgage Loan Each Mortgage Loan identified as such in the Mortgage Loan Schedule.

  • Excluded Swap Obligation means, with respect to any Guarantor, (a) any Swap Obligation if, and to the extent that, all or a portion of the Guaranty of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation, or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) (i) by virtue of such Guarantor’s failure to constitute an “eligible contract participant,” as defined in the Commodity Exchange Act and the regulations thereunder (determined after giving effect to Section 11.12 and any other applicable agreement for the benefit of such Guarantor and any and all applicable guarantees of such Guarantor’s Swap Obligations by other Loan Parties), at the time the guarantee of (or grant of such security interest by, as applicable) such Guarantor becomes or would become effective with respect to such Swap Obligation or (ii) in the case of a Swap Obligation that is subject to a clearing requirement pursuant to section 2(h) of the Commodity Exchange Act, because such Guarantor is a “financial entity,” as defined in section 2(h)(7)(C) of the Commodity Exchange Act, at the time the guarantee of (or grant of such security interest by, as applicable) such Guarantor becomes or would become effective with respect to such Swap Obligation or (b) any other Swap Obligation designated as an “Excluded Swap Obligation” of such Guarantor as specified in any agreement between the relevant Loan Parties and the Approved Counterparty applicable to such Swap Obligations. If a Swap Obligation arises under a master agreement governing more than one Swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to the Swap for which such guarantee or security interest is or becomes excluded in accordance with the first sentence of this definition.

  • Additional First Lien Secured Party means the holders of any Additional First-Lien Obligations and any Authorized Representative with respect thereto, and shall include the Initial Additional First-Lien Secured Parties.

  • Controlled Securities Account means each securities account (including all financial assets held therein and all certificates and instruments, if any, representing or evidencing such financial assets) that is the subject of an effective Control Agreement.

  • Stock Collateral means, collectively, the Collateral described in clauses (a) through (c) of Section 3 hereof and the proceeds of and to any such property and, to the extent related to any such property or such proceeds, all books, correspondence, credit files, records, invoices and other papers.

  • Excluded Swap Obligations with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee Obligation of such Guarantor with respect to, or the grant by such Guarantor of a Lien to secure, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act at the time such Guarantee Obligation of such Guarantor, or the grant by such Guarantor of such Lien, becomes effective with respect to such Swap Obligation. If such a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee Obligation or Lien is or becomes excluded in accordance with the first sentence of this definition.

  • Derivative Instrument with respect to a Person, means any contract, instrument or other right to receive payment or delivery of cash or other assets to which such Person or any Affiliate of such Person that is acting in concert with such Person in connection with such Person’s investment in the Notes (other than a Screened Affiliate) is a party (whether or not requiring further performance by such Person), the value and/or cash flows of which (or any material portion thereof) are materially affected by the value and/or performance of the Notes and/or the creditworthiness of the Issuer and/or any one or more of the Guarantors (the “Performance References”).

  • indenture security holder means a Noteholder.

  • Hedge Collateral Defined in Section 5.3(b).

  • Derivative Securities means any securities or rights convertible into, or exercisable or exchangeable for (in each case, directly or indirectly), Common Stock, including options and warrants.

  • Reference Security means the security specified as such in the relevant Final Terms. If a Reference Security is no longer outstanding, a Similar Security will be chosen by the Quotation Agent at 11:00 a.m. (CET) on the third Business Day preceding the Make-whole Redemption Date, quoted in writing by the Quotation Agent to the Issuer and published in accordance with Condition 12 (Notices).

  • Specified Derivatives Obligations means all indebtedness, liabilities, obligations, covenants and duties of the Borrower or its Subsidiaries under or in respect of any Specified Derivatives Contract, whether direct or indirect, absolute or contingent, due or not due, liquidated or unliquidated, and whether or not evidenced by any written confirmation.

  • Notes Priority Collateral has the meaning set forth in the Intercreditor Agreement.

  • Share of Additional Book Basis Derivative Items means in connection with any allocation of Additional Book Basis Derivative Items for any taxable period, (i) with respect to the Unitholders holding Common Units, Class B Units or Subordinated Units, the amount that bears the same ratio to such Additional Book Basis Derivative Items as the Unitholders’ Remaining Net Positive Adjustments as of the end of such period bears to the Aggregate Remaining Net Positive Adjustments as of that time, (ii) with respect to the General Partner (as holder of the General Partner Units), the amount that bears the same ratio to such Additional Book Basis Derivative Items as the General Partner’s Remaining Net Positive Adjustments as of the end of such period bears to the Aggregate Remaining Net Positive Adjustment as of that time, and (iii) with respect to the Partners holding Incentive Distribution Rights, the amount that bears the same ratio to such Additional Book Basis Derivative Items as the Remaining Net Positive Adjustments of the Partners holding the Incentive Distribution Rights as of the end of such period bears to the Aggregate Remaining Net Positive Adjustments as of that time.

  • Permitted Security Interest means any Security Interest:

  • Interest Swap Obligations means the obligations of any Person pursuant to any arrangement with any other Person, whereby, directly or indirectly, such Person is entitled to receive from time to time periodic payments calculated by applying either a floating or a fixed rate of interest on a stated notional amount in exchange for periodic payments made by such other Person calculated by applying a fixed or a floating rate of interest on the same notional amount and shall include, without limitation, interest rate swaps, caps, floors, collars and similar agreements.

  • First Priority Principal Distribution Amount means, with respect to any Payment Date, an amount equal to the excess, if any, of (a) the Class A Note Balance as of such Payment Date (before giving effect to any principal payments made on the Class A Notes on such Payment Date), over (b) the related Adjusted Pool Balance; provided, however, that (i) the First Priority Principal Distribution Amount on the Class A-1 Final Scheduled Payment Date shall not be less than the amount that is necessary to reduce the outstanding principal amount of the Class A-1 Notes to zero; (ii) the First Priority Principal Distribution Amount on the Class A-2a Final Scheduled Payment Date shall not be less than the amount that is necessary to reduce the outstanding principal amount of the Class A-2a Notes to zero; (iii) the First Priority Principal Distribution Amount on the Class A-2b Final Scheduled Payment Date shall not be less than the amount that is necessary to reduce the outstanding principal amount of the Class A-2b Notes to zero; (iv) the First Priority Principal Distribution Amount on the Class A-3 Final Scheduled Payment Date shall not be less than the amount that is necessary to reduce the outstanding principal amount of the Class A-3 Notes to zero; and (v) the First Priority Principal Distribution Amount on the Class A-4 Final Scheduled Payment Date shall not be less than the amount that is necessary to reduce the outstanding principal amount of the Class A-4 Notes to zero.