Derivative Suits Sample Clauses
A Derivative Suits clause outlines the rights and procedures for shareholders to bring a lawsuit on behalf of the corporation against directors, officers, or third parties for actions that harm the company. Typically, this clause specifies the conditions under which shareholders may initiate such suits, such as requiring a certain percentage of ownership or prior demand to the board, and may address how any recovery is distributed. Its core function is to provide a mechanism for shareholders to hold management accountable for misconduct or breaches of duty when the corporation itself fails to act, thereby protecting the interests of the company and its shareholders.
Derivative Suits. No action may be brought by a Shareholder on behalf of the Trust or a Series unless (i) the Shareholders have requested the Trustees to take such action and the Trustees have failed or refused to do so for a period of 60 days and (ii) Shareholders owning not less than fifty percent (50%) of the then outstanding Shares of the Trust or such Series join in the bringing of such action.
Derivative Suits. The parties agree that it shall be the policy of the Board that, in view of the current condition of the Company and the cost and expense of indemnifying officers and directors, the presumption will be that the Board will not support (after a review of all the then relevant facts and circumstances) any derivative action unless such action pleads with particularity facts that give rise to a strong inference that a director or directors acted in violation of his, her or their duty of loyalty or duty of care to the Company, which policy is not applicable to the extent that the exercise of a director's fiduciary duties under applicable law, in light of the then relevant facts and circumstances, requires a different standard for evaluating a specific matter then before the Board.
Derivative Suits. In case of a suit by or in the right of the corporation named in Bylaw 8.1 by reason of his holding a position named in Bylaw 8.1, the corporation shall indemnify him if he satisfies the standard in Bylaw 8.3 for expenses (including attorney's fees but excluding amounts paid in settlement) actually and reasonably incurred by him in connection with the defense or settlement of the suit.
Derivative Suits. 41 ARTICLE VI
Derivative Suits. (Sec. 5, Rule II, New Rules of Procedure of the SEC; San ▇▇▇▇▇▇ Corp. v. .
(b) Exhaustion of Intra-Corporate Remedies (▇▇▇▇▇▇▇ ▇. Asia Banking Corp., 49 Phil. 512 [1927]; Angeles v. Sanmtos, 64 Phil. 697 [1937]).
(c) Nature of Relief (▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, 86 ▇▇▇▇. 387 [1950]; Republic Bank v. Cuaderno, 19 SCRA 671 [1967]; ▇▇▇▇▇ ▇. ▇▇▇, 3 SCRA 198 [1961]; Commart (Phils.) Inc. v. SEC, 198 SCRA 73 [1991]). Appointment of receiver can be an ancillary remedy in a derivative suit xChase
Derivative Suits. To indemnifiy the Indemnitee under this Agreement with respect to Proceedings or claims by or in the right of the Company as to which the Indemnitee shall have been finally adjudged to be liable to the Company by a court of competent jurisdiction unless and only to the extent that the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnity for such amounts which the court shall deem proper;