Shareholder Derivative Demand definition

Shareholder Derivative Demand means a written request by one or more shareholders of the Company, in their capacity as such, upon the board of directors of the Company (or an equivalent managing body) to investigate or evaluate any fact, circumstance or situation that may reasonably be expected to give rise to a Claim being made against an Insured Person. A Shareholder Derivative Demand shall be deemed to have been first made at the time an Insured receives such written request by a shareholder(s).
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Shareholder Derivative Demand means a written request by one or more shareholders of the Insured Organization, in their capacity as such, upon the board of directors of the Insured Organization to bring a civil proceeding against any of the Insured Persons for an actual or alleged Wrongful Act.
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Shareholder Derivative Demand means any written demand, first made during the Policy Period, or during the Discovery Period (if purchased), by one or more shareholders of the Entity, upon the board of directors of the Entity, to bring a civil proceeding on behalf of the Entity in a court of law against any Insured Person for a Wrongful Act.
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Examples of Shareholder Derivative Demand in a sentence

  • The Insurer shall pay on behalf of the Insured Organization, Derivative Demand Investigation Costs on account of a Shareholder Derivative Demand, first made during the Policy Period or the Extended Reporting Period (if applicable) and reported to the Insurer pursuant to the terms of this Policy.

  • Derivative Demand Evaluation Costs means reasonable costs, charges, fees (including but not limited to attorney’s fees and experts’ fees) and expenses (other than regular or overtime wages, salaries, fees or benefits of any Insured Person) incurred by the Investment Company (including its board of directors or any committee of the board of directors) in the investigation or evaluation of any Shareholder Derivative Demand.

  • If the SignalRequests parameter is not present, the parameter will be set to a null value.

  • Derivative Demand Evaluation Costs means reasonable costs, charges, fees (including but not limited to attorney’s fees and experts’ fees) and expenses (other than regular or overtime wages, salaries, fees or benefits of any Insured Person) incurred by the Fund Entity (including its board of directors or any committee of the board of directors) in the investigation or evaluation of any Shareholder Derivative Demand.

  • Shareholder Derivative Demand means any written demand, by one or more shareholders of an Investment Company, upon the board of directors of such Investment Company, to bring a civil proceeding in a court of law against any Insured Person for a Wrongful Act committed, attempted, or allegedly committed or attempted by an Insured Person before or during the Policy Period.

  • The Insurer will pay on behalf of the Company, Investigation Expense for any Shareholder Derivative Demand first made during the Policy Period or Extended Reporting Period (if exercised) against the Company for any Wrongful Act.

  • Introduction 1.1 Section 5(2) of the Money Bills Amendment Procedure and Related Matters Act 9 of 2009 requires the National Assembly, through its committees, to submit budgetary review and recommendation reports (BRRR) on the performance of national departments accountable to Parliament.

  • Shareholder Derivative Demand Coverage The Insurer shall pay on behalf of the Insured Organization, Derivative Demand Investigation Costs on account of a Shareholder Derivative Demand, first made during the Policy Period or the Extended Reporting Period (if applicable) and reported to the Insurer pursuant to the terms of this Policy.

  • The Insurer shall pay on behalf of an Insured Entity all Shareholder Derivative Demand Investigation Costs resulting from any Shareholder Derivative Demand first made during the Policy Period or the Extended Reporting Period, if applicable, for any Wrongful Act.

  • Shareholder Derivative Demand Evaluation Costs shall have the meaning defined in each applicable Coverage Part.


More Definitions of Shareholder Derivative Demand

Shareholder Derivative Demand means a written demand brought by one or more shareholders of the "organization" in their capacity(ies) as such upon the board of directors or equivalent management body of the "organization" to bring a civil proceeding in a court of law on behalf of, or in the name or right of, the "organization" against any "insured person" for a "wrongful act" committed by such "insured person", but only if such demand is asserted without the solicitation, assistance or participation of any "executive" or functional equivalent thereof.
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Shareholder Derivative Demand means a written demand by one or more owners of Securities upon the board of directors of the Company to bring a civil proceeding in a court of law against any of the Directors and Officers for a Wrongful Act.
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Shareholder Derivative Demand means a written demand by one or more security holders of an Insured Entity upon the board of directors of an Insured Entity to bring a civil proceeding in a court of law against any Insured Person for a Wrongful Act.
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Shareholder Derivative Demand means a written demand on the Insured Organisation's board of directors (or equivalent management body) by one or more shareholders of the Insured Organisation to bring a civil proceeding against any Insured Person for a Wrongful Act.
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Shareholder Derivative Demand means any written demand on behalf of the Organization brought and maintained by any shareholder of the Organization and made upon the board of directors or board of managers of the Organization, or any functional equivalent board, to bring a civil proceeding in a court of law against any Insured Person for a Wrongful Act committed by an Insured Person.
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Related to Shareholder Derivative Demand

  • Derivative Transaction means any agreement, arrangement, interest or understanding entered into by, or on behalf or for the benefit of, any Proposing Shareholder or any of its affiliates or associates, whether of record or beneficial: (1) the value of which is derived in whole or in part from the value of any class or series of shares or other securities of the Company, (2) which otherwise provides any direct or indirect opportunity to gain or share in any gain derived from a change in the value of securities of the Company, (3) the effect or intent of which is to mitigate loss, manage risk or benefit of security value or price changes, or (4) which provides the right to vote or increase or decrease the voting power of, such Proposing Shareholder, or any of its affiliates or associates, with respect to any shares or other securities of the Company, which agreement, arrangement, interest or understanding may include, without limitation, any option, warrant, debt position, note, bond, convertible security, swap, stock appreciation right, short position, profit interest, hedge, right to dividends, voting agreement, performance-related fee or arrangement to borrow or lend shares (whether or not subject to payment, settlement, exercise or conversion in any such class or series), and any proportionate interest of such Proposing Shareholder in the securities of the Company held by any general or limited partnership, or any limited liability company, of which such Proposing Shareholder is, directly or indirectly, a general partner or managing member.

  • Derivative Instruments means (i) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise, conversion or exchange privilege or settlement payment or mechanism at a price related to any class or series of shares of the Company or with a value derived in whole or in part from the price or value or volatility of any class or series of shares of the Company, or (ii) any derivative, swap or other transaction, right or instrument or series of transactions, rights or instruments engaged in, directly or indirectly, by any Proposing Person the purpose or effect of which is to give such Proposing Person economic risks or rights similar to ownership of shares of any class or series of the Company, including, due to the fact that the value of such derivative, swap or other transaction, right or instrument is determined by reference to the price or value or volatility of any shares of any class or series of the Company, or which derivative, swap or other transaction, right or instrument provides, directly or indirectly, the opportunity to profit from any increase or decrease in the price or value or volatility of any shares of any class or series of the Company, in each case whether or not such derivative, swap, security, instrument, right or other transaction or instrument, (A) conveys any voting rights in such shares to any Proposing Person, or is required to be, or is capable of being, settled through delivery of such shares, or (B) any Proposing Person may have entered into other transactions or arrangements that hedge or mitigate the economic effect of such derivative, swap, security, instrument or other right or transaction related to any of the foregoing.

  • Company Securities has the meaning set forth in Section 3.02(b)(ii).

  • Credit Support Instrument The instrument or document pursuant to which the Credit Support for a given Series (or Class within such Series) is provided, as specified in the applicable Supplement.

  • Derivative proceeding means a civil suit in the right of a domestic corporation or, to the extent

  • Excluded Securities means (i) shares of Common Stock or standard options to purchase Common Stock issued to directors, officers or employees of the Company for services rendered to the Company in their capacity as such pursuant to an Approved Stock Plan (as defined above), provided that (A) all such issuances (taking into account the shares of Common Stock issuable upon exercise of such options) after the Subscription Date pursuant to this clause (i) do not, in the aggregate, exceed more than 5% of the Common Stock issued and outstanding immediately prior to the Subscription Date and (B) the exercise price of any such options is not lowered, none of such options are amended to increase the number of shares issuable thereunder and none of the terms or conditions of any such options are otherwise materially changed in any manner that adversely affects any of the Buyers; (ii) shares of Common Stock issued upon the conversion or exercise of Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) issued prior to the Subscription Date, provided that the conversion price of any such Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) is not lowered, none of such Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) are amended to increase the number of shares issuable thereunder and none of the terms or conditions of any such Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) are otherwise materially changed in any manner that adversely affects any of the Buyers; (iii) the shares of Common Stock issuable upon conversion of the Notes or otherwise pursuant to the terms of the Notes; provided, that the terms of the Notes are not amended, modified or changed on or after the Subscription Date (other than antidilution adjustments pursuant to the terms thereof in effect as of the Subscription Date) and (iv) the shares of Common Stock issuable upon exercise of the SPA Warrants; provided, that the terms of the SPA Warrant are not amended, modified or changed on or after the Subscription Date (other than antidilution adjustments pursuant to the terms thereof in effect as of the Subscription Date).