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.


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.
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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.
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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.
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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

  • Noteholder FATCA Information means, with respect to any Noteholder or Note Owner, information sufficient to eliminate the imposition of, or determine the amount of, U.S. withholding tax under FATCA.

  • Companion Loan Holder The holder of a Companion Loan.

  • Lead Securitization Noteholder means the holder of the Lead Securitization Note.

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

  • Lead Securitization Directing Certificateholder means the “Directing Certificateholder” as defined in the Lead Securitization Servicing Agreement.

  • Non-Lead Securitization Noteholder Representative shall have the meaning assigned to such term in the definition of “Non-Lead Securitization Noteholder”.

  • Non-Lead Securitization Noteholder herein shall mean the Non-Lead Securitization Subordinate Class Representative under the related Non-Lead Securitization Servicing Agreement, as and to the extent provided in the related Non-Lead Securitization Servicing Agreement and as to the identity of which the Lead Securitization Noteholder (and the Master Servicer and the Special Servicer) has been given written notice. The Lead Securitization Noteholder (or the Master Servicer or the Special Servicer acting on its behalf) shall not be required at any time to deal with more than one party exercising the rights of a “Non-Lead Securitization Noteholder” herein or under the Servicing Agreement and, to the extent that the related Non-Lead Securitization Servicing Agreement assigns such rights to more than one party, for purposes of this Agreement, the Non-Lead Securitization Servicing Agreement shall designate one party to deal with the Lead Securitization Noteholder (or the Master Servicer or the Special Servicer acting on its behalf) and provide written notice of such designation to the Lead Securitization Noteholder (and the Master Servicer and the Special Servicer acting on its behalf) (such party, the “Non-Lead Securitization Noteholder Representative”); provided that, in the absence of such designation and notice, the Lead Securitization Noteholder (or the Master Servicer or the Special Servicer acting on its behalf) shall be entitled to treat the last party as to which it has received written notice as having been designated as the Non-Lead Securitization Noteholder Representative with respect to such Non-Controlling Note for all purposes of this Agreement. Prior to Securitization of any Non-Lead Securitization Note by the Non-Lead Securitization Noteholder (including any New Notes), all notices, reports, information or other deliverables required to be delivered to such Non-Lead Securitization Noteholder pursuant to this Agreement or the Servicing Agreement by the Lead Securitization Noteholder (or the Master Servicer or the Special Servicer acting on its behalf) only need to be delivered to each Non-Lead Securitization Noteholder Representative and, when so delivered to each Non-Lead Securitization Noteholder Representative, the Lead Securitization Noteholder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Servicing Agreement. Following Securitization of any Non-Lead Securitization Notes by the Non-Lead Securitization Noteholder, all notices, reports, information or other deliverables required to be delivered to such Non-Lead Securitization Noteholder pursuant to this Agreement or the Servicing Agreement by the Lead Securitization Noteholder (or the Master Servicer or the Special Servicer acting on its behalf) shall be delivered to the related Non-Lead Master Servicer and the related Non-Lead Special Servicer (who then may forward such items to the party entitled to receive such items as and to the extent provided in the related Non-Lead Securitization Servicing Agreement) and, when so delivered to the related Non-Lead Master Servicer and the related Non-Lead Special Servicer, the Lead Securitization Noteholder (or the Master Servicer or the Special Servicer acting on its behalf) shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Servicing Agreement.

  • Lead Securitization Subordinate Class Representative means the “Controlling Class Representative” as defined in the Lead Securitization Servicing Agreement or such other analogous term used in the Lead Securitization Servicing Agreement.

  • Companion Loan As defined in the Introductory Statement.

  • Note A-7 Holder means the Initial Note A-7 Holder or any subsequent holder of Note A-7, as applicable.

  • Lead Securitization Note means the Note included in the Lead Securitization.

  • Companion Loan Rating Agency Confirmation With respect to any matter involving the servicing and administration of a Serviced Companion Loan or any related REO Property as to which any Serviced Companion Loan Securities exist, confirmation in writing (which may be in electronic form) by each applicable Companion Loan Rating Agency that a proposed action, failure to act or other event so specified will not, in and of itself, result in the downgrade, withdrawal or qualification of the then-current rating assigned to any class of such Serviced Companion Loan Securities (if then rated by the Companion Loan Rating Agency); provided that upon receipt of a written waiver or other acknowledgment from the Companion Loan Rating Agency indicating its decision not to review or declining to review the matter for which the Companion Loan Rating Agency Confirmation is sought (such written notice, a “Companion Loan Rating Agency Declination”), or as otherwise provided in Section 3.30 of this Agreement, the requirement for the Companion Loan Rating Agency Confirmation from the applicable Companion Loan Rating Agency with respect to such matter shall not apply.

  • Note A-2 Securitization means the first sale by the Note A-2 Holder of all or a portion of Note A-2 to a depositor who will in turn include such portion of Note A-2 as part of the securitization of one or more mortgage loans.

  • Non-Lead Securitization Subordinate Class Representative means the holders of the majority of the class of securities issued in a Non-Lead Securitization designated as the “controlling class” pursuant to the related Non-Lead Securitization Servicing Agreement or their duly appointed representative; provided that if 50% or more of the class of securities issued in any Non-Lead Securitization designated as the “controlling class” or such other class(es) otherwise assigned the rights to exercise the rights of the “Controlling Noteholder” is held by the Mortgage Loan Borrower or an Affiliate of the Mortgage Loan Borrower, no person shall be entitled to exercise the rights of the related Non-Lead Securitization Subordinate Class Representative.

  • E-Auction Process Information Document means this document including all the appendices hereto, for the purposes of setting out the process for submission of a bid and selection of Successful Bid in accordance with the provisions of the IBC and shall include all supplements, modifications, amendments, alterations or clarifications thereto issued in accordance with the terms hereof.

  • Companion Loan Rating Agency With respect to any Serviced Companion Loan, any rating agency that was engaged by a participant in the securitization of such Serviced Companion Loan to assign a rating to the related Serviced Companion Loan Securities.