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.
Sample 1
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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Examples of Shareholder Derivative Demand in a sentence

  • 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 Shareholder Derivative Demand.

  • Insuring Clause4 states: The [insurer] shall pay on behalf of [MBIA] all Investigation Costs which [MBIA] becomes legally obligated to pay on account of any Shareholder Derivative Demand first made during the Policy Period.

  • It shall be the duty of the Fund Entity and not the duty of the Company to investigate and evaluate any Shareholder Derivative Demand.

  • 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.

  • The Insurer shall pay on behalf of the Company Investigation Costs resulting from a Shareholder Derivative Demand first made during the Policy Period or the Discovery Period, if exercised.Coverage under this Insuring Clause D.

  • 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.

  • A Shareholder Derivative Demand shall be deemed commenced by the receipt by the Company’s board of directors or Managers of such demand.Wrongful Act means:1.

  • When stating that capitalism is the best form of economic system, most would probably agree, but a notable portion of population would disagree.

  • This sublimit shall be part of and not in addition to the amount set forth in Item2.A. of the Directors and Officers Liability Declarations Page.This policy shall cover Loss arising from all Investigative Costs which the Insured Organization shall become legally obligated to pay as a result of a Shareholder Derivative Demand first made during the Policy Period or Discovery Period, if applicable, against the Insured Organization for a Wrongful Act of an Insured Person.

  • For more information on these two ICI Mutual coverages, see: “D&O/E&O Insurance Coverage for Expenses of Claim-Related Internal Corporate Investigations – Frequently Asked Questions,” at http://www.icimutual.com/sites/default/files/FAQ%20-%20Claims%20Related%20to%20 Internal%20Corporate%20Investigations.pdf, and • “D&O/E&O Insurance Coverage for Shareholder Derivative Demand Investigations – Frequently Asked Questions,” at http://www.icimutual.com/sites/default/files/SDDI%20FAQ.pdf.


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.
Sample 1
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.
Sample 1
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.
Sample 1
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.
Sample 1

Related to Shareholder 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.

  • 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.

  • 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.

  • Stockholder Associated Person of any stockholder means (A) any person controlling, directly or indirectly, or acting in concert with, such stockholder, (B) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder or (C) any person directly or indirectly controlling, controlled by or under common control with such Stockholder Associated Person.

  • Shareholder Associated Person of any Shareholder means (i) any person controlling, directly or indirectly, or acting in concert with, such Shareholder, (ii) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such Shareholder, and (iii) any person controlling, controlled by or under common control with such Shareholder Associated Person.

  • 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.

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

  • 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 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”).

  • Company-Owned IP Rights means Company IP Rights that are or are purportedly owned or exclusively licensed to the Company or any Subsidiary; and “Company-Licensed IP Rights” means Company IP Rights that are not Company-Owned IP Rights.

  • Defaulting Shareholder has the meaning set out in clause 16.7;

  • 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 (x) such interest conveys any voting rights in such security, (y) such interest is required to be, or is capable of being, settled through delivery of such security or (z) transactions hedge the economic effect of such interest.

  • Shareholder Materials means the Fund’s prospectus, statement of additional information and any other materials relating to the Fund provided to Fund shareholders by the Fund.

  • Derivative Product means a written contract or agreement between the Authority and a Reciprocal Payor, which provides that the Authority’s obligations thereunder will be conditioned on the absence of (a) a failure by the Reciprocal Payor to make any payment required thereunder when due and payable, or (b) a default thereunder with respect to the financial status of the Reciprocal Payor; and:

  • Specified Derivatives Provider means any Person that (a) at the time it enters into a Specified Derivatives Contract with a Loan Party, is a Lender or an Affiliate of a Lender or (b) at the time it (or its Affiliate) becomes a Lender (including on the Effective Date), is a party to a Specified Derivatives Contract with a Loan Party, in each case in its capacity as a party to such Specified Derivatives Contract.

  • Controlling shareholding means not less than 51% of the voting rights or paid up share capital in the Company/Consortium.

  • Book Basis Derivative Items means any item of income, deduction, gain or loss that is computed with reference to the Carrying Value of an Adjusted Property (e.g., depreciation, depletion, or gain or loss with respect to an Adjusted Property).

  • 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.

  • Derivative Transactions means any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction or collar transaction relating to one or more currencies, commodities, bonds, equity securities, loans, interest rates, prices, values, or other financial or nonfinancial assets, credit-related events or conditions or any indexes, or any other similar transaction or combination of any of these transactions, including collateralized mortgage obligations or other similar instruments or any debt or equity instruments evidencing or embedding any such types of transactions, and any related credit support, collateral or other similar arrangements related to such transactions.

  • Shareholder Data means all information maintained on the records database of Transfer Agent concerning Shareholders.

  • Masterworks Investor refers to an affiliate of Masterworks that has raised capital from unaffiliated third party investors to invest the proceeds in a diversified collection of artwork and which acquires Class A Ordinary Shares as part of such investment strategy.

  • Specified Derivatives Contract means any Derivatives Contract that is made or entered into at any time, or in effect at any time now or hereafter, whether as a result of an assignment or transfer or otherwise, between or among any Loan Party and any Specified Derivatives Provider, and which was not prohibited by any of the Loan Documents when made or entered into.

  • Derivative Instruments means options, rights, warrants, appreciation rights, tracking, profit and phantom interests and other derivative instruments (other than equity interests in the Partnership) relating to, convertible into or exchangeable for Partnership Interests.

  • Issuer-Represented Limited-Use Free Writing Prospectus means any Issuer-Represented Free Writing Prospectus that is not an Issuer-Represented General Free Writing Prospectus. The term Issuer-Represented Limited-Use Free Writing Prospectus also includes any “bona fide electronic road show,” as defined in Rule 433 under the Securities Act, that is made available without restriction pursuant to Rule 433(d)(8)(ii), even though not required to be filed with the Commission.

  • Applicable Investor means each holder of a beneficial interest in any Class A Note that is (i) an EEA credit institution or investment firm subject to the CRR, including any consolidated group affiliate thereof; (ii) an EEA insurer or reinsurer subject to the Solvency II Regulation; or (iii) an EEA alternative investment fund manager to which the AIFM Regulation applies.

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