SUMMARY OF THE ACTION Sample Clauses

SUMMARY OF THE ACTION. Plaintiff generally alleges that the Individual Defendants (i) breached their fiduciary duties by failing to take effective action to narrow or eliminate the trading discount from net asset value of Partners Fund II’s shares; and (ii) were unjustly enriched by receiving annual directors’ fees despite their alleged breach of fiduciary duty. The Defendants deny each and every allegation of liability and wrongdoing on their part and assert that the claims asserted against them are without merit and fail to state a cause of action; deny that they breached any duty, violated any law or engaged in wrongdoing in any form; and believe that they have strong factual and legal defenses to all claims alleged. The Defendants have agreed to this Stipulation and the Settlement provided herein solely in order to fully and finally settle and dispose of all claims that have been or could have been raised in the Action and to avoid the continuing burden, expense, inconvenience and distraction of protracted litigation.
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SUMMARY OF THE ACTION. 1. This class action challenges an illegal conspiracy among Duke, DUHS, Xx. Xxxxx, UNC, UNC School of Medicine, and UNC Health, to suppress the compensation of each organization’s employees. Without the knowledge or consent of their employees, Defendants and senior administrators and deans at Duke, DUHS, UNC, UNC School of Medicine, and UNC Health, entered into express agreements to eliminate or reduce competition among them for skilled medical labor, including medical facility faculty. This conspiracy consists of an agreement that Duke and DUHS will not hire or attempt to hire certain medical facility faculty and staff employed by UNC or UNC Health, and vice-versa.
SUMMARY OF THE ACTION. A. Background of the Allegations The plaintiffs in the Actions (the “Plaintiffs”) brought the Actions against Flowers, as a nominal defendant, and certain individuals that Plaintiffs’ claimed breached their fiduciary duties as directors or officers of Flowers (the “Individual Defendants”). The Individual Defendants and Flowers are together referred to as the “Defendants.” In the Actions and the Shareholder Demand, Plaintiffs and the Shareholder assert that Flowers relies heavily on an “Independent Distributor Model” to operate its direct-to-store delivery segment. In utilizing this model, Flowers has classified, and continues to classify, its independent distributors as “independent contractors,” and thus the Company has not made certain benefit payments to the independent distributors that they may have received if they had been classified as employees. The Plaintiffs and the Shareholder allege that, since July 2015, Xxxxxxx has faced nearly two dozen lawsuits by distributors alleging they were misclassified as independent contractors rather than as employees. The Plaintiffs and the Shareholder (collectively) further assert that the Individual Defendants and certain additional individuals referenced in shareholder demand letters (the “Additional Identified Persons”) knowingly misclassified workers as independent contractors in violation of the Fair Labor Standards Act (“FSLA”). Specifically, the Plaintiffs and the Shareholder (collectively) claim, among other things, that the Individual Defendants and certain Additional Identified Persons breached their fiduciary duties. Defendants deny the allegations in the Actions and the Shareholder Demand.
SUMMARY OF THE ACTION. 2. This is a shareholder derivative action brought by plaintiffs on behalf of CLST Holdings, Inc. ("CLST" or the "Company"). Plaintiffs own in excess of 25% of the Company. Plaintiffs assert this action against certain of the Company's officers and/or directors, specifically defendants Xxxxxx X. Xxxxxx ("Xxxxxx"), Xxxxxxx X. Xxxxxx ("Xxxxxx") and Xxxxx Xxxxxx ("Xxxxxx") (collectively, the "Individual Defendants"). This action arises out of a litany of self-dealing transactions that the Individual Defendants caused CLST to enter into for the Individual Defendants' own benefit, and at the expense of CLST and its shareholders, including causing CLST to:

Related to SUMMARY OF THE ACTION

  • Summary of Rights As soon as practicable after the Record Time, the Company will mail a letter summarizing the terms of the Rights to each holder of record of Common Stock as of the Record Time, at such holder's address as shown by the records of the Company.

  • Disclosure Statement A disclosure statement of the Property signed and dated by the Seller;

  • Shareholder Litigation The Company shall give Parent the opportunity to participate in the defense or settlement of any shareholder litigation against the Company and/or its directors relating to the transactions contemplated by this Agreement, and no such settlement shall be agreed to without Parent’s prior written consent.

  • Transaction Litigation From and after the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its terms, Acquiror, on the one hand, and the Company, on the other hand, shall each notify the other promptly after learning of any shareholder demand (or threat thereof) or other shareholder claim, action, suit, audit, examination, arbitration, mediation, inquiry, Legal Proceeding, or investigation, whether or not before any Governmental Authority (including derivative claims), relating to this Agreement, or any of the transactions contemplated hereby (collectively, “Transaction Litigation”) commenced or to the knowledge of Acquiror or the Company, as applicable, threatened in writing against (x) in the case of Acquiror, Acquiror, any of Acquiror’s controlled Affiliates or any of their respective officers, directors, employees or shareholders (in their capacity as such) or (y) in the case of the Company, the Company, any of the Company’s Subsidiaries or controlled Affiliates or any of their respective officers, directors, employees or shareholders (in their capacity as such). Acquiror and the Company shall each (i) keep the other reasonably informed regarding any Transaction Litigation, (ii) give the other the opportunity to, at its own cost and expense, participate in the defense, settlement and compromise of any such Transaction Litigation and reasonably cooperate with the other in connection with the defense, settlement and compromise of any such Transaction Litigation, (iii) consider in good faith the other’s advice with respect to any such Transaction Litigation and (iv) reasonably cooperate with each other with respect to any Transaction Litigation; provided, however, that in no event shall (x) the Company, any of the Company’s Affiliates or any of their respective officers, directors or employees settle or compromise any Transaction Litigation without the prior written consent of Acquiror (not to be unreasonably withheld, conditioned or delayed) or (y) Acquiror, any of Acquiror’s Affiliates or any of their respective officers, directors or employees settle or compromise any Transaction Litigation without the Company’s prior written consent (not to be unreasonably withheld, conditioned or delayed).

  • Stockholder Litigation The Company shall give Parent the opportunity to participate in the defense or settlement of any stockholder litigation against the Company and/or its directors relating to the transactions contemplated by this Agreement, and no such settlement shall be agreed to without Parent’s prior written consent.

  • LITIGATION STATEMENT CHECK ONE [ ] The undersigned bidder has had no litigation and/or judgments entered against it by any local, state or federal entity and has had no litigation and/or judgments entered against such entities during the past ten (10) years. [ ] The undersigned bidder, BY ATTACHMENT TO THIS FORM, submits a summary and disposition of individual cases of litigation and/or judgments entered by or against any local, state or federal entity, by any state or federal court, during the past ten (10) years. COMPANY NAME AUTHORIZED SIGNATURE NAME (PRINT OR TYPE) TITLE Failure to check the appropriate blocks above may result in disqualification of your bid. Likewise, failure to provide documentation of a possible conflict of interest, or a summary of past litigation and/or judgments, may result in disqualification of your bid. E VERIFICATION CERTIFICATION Contract No.Y20-1058-MV I hereby certify that I will utilize the U.S. Department of Homeland Security’s E-Verify system in accordance with the terms governing the use of the system to confirm the employment eligibility of the individuals classified below. In accordance with s. 837.06, Florida Statutes, I understand and acknowledge that whoever knowingly makes a false statement in writing with the intent to mislead a public servant in the performance of his or her official duties shall be guilty of a misdemeanor in the second degree, punishable as provided in s. 775.082 or s. 775.083, Florida statutes. All persons, including subcontractors and their workforce, who will perform work under Contract No.Y20-1058-MV, Heavy Equipment Parts and Labor, within the state of Florida. NAME OF CONTRACTOR: ADDRESS OF CONTRACTOR: AUTHORIZED SIGNATURE: TITLE: DATE: RELATIONSHIP DISCLOSURE FORM FOR USE WITH PROCUREMENT ITEMS, EXCEPT THOSE WHERE THE COUNTY IS THE PRINCIPAL OR PRIMARY BIDDER For procurement items that will come before the Board of County Commissioners for final approval, this form shall be completed by the Bidder and shall be submitted to the Procurement Division by the Bidder. In the event any information provided on this form should change, the Bidder must file an amended form on or before the date the item is considered by the appropriate board or body. Part I INFORMATION ON BIDDER: Legal Name of Bidder: Business Address (Street/P.O. Box, City and Zip Code): Business Phone: ( ) Facsimile: ( ) INFORMATION ON XXXXXX’S AUTHORIZED AGENT, IF APPLICABLE: (Agent Authorization Form also required to be attached) Name of Bidder’s Authorized Agent: Business Address (Street/P.O. Box, City and Zip Code): Business Phone: ( ) Facsimile: ( ) Part II IS THE BIDDER A RELATIVE OF THE MAYOR OR ANY MEMBER OF THE BCC? YES NO IS THE MAYOR OR ANY MEMBER OF THE BCC THE BIDDER’S EMPLOYEE? YES NO IS THE BIDDER OR ANY PERSON WITH A DIRECT BENEFICIAL INTEREST IN THE OUTCOME OF THIS MATTER A BUSINESS ASSOCIATE OF THE MAYOR OR ANY MEMBER OF THE BCC? YES NO If you responded “YES” to any of the above questions, please state with whom and explain the relationship. (Use additional sheets of paper if necessary) Part III

  • Subsequent Actions If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that any deeds, bills of sale, assignments, assurances or any other actions or things are necessary or desirable to vest, perfect or confirm of record or otherwise in the Surviving Corporation its right, title or interest in, to or under any of the rights, properties or assets of either of the Company or Merger Sub acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger or otherwise to carry out this Agreement, the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of either the Company or Merger Sub, all such deeds, bills of sale, assignments and assurances and to take and do, in the name and on behalf of each of such corporations or otherwise, all such other actions and things as may be necessary or desirable to vest, perfect or confirm any and all right, title and interest in, to and under such rights, properties or assets in the Surviving Corporation or otherwise to carry out this Agreement.

  • Risk Disclosure Statement Counterparty represents and warrants that it has received, read and understands the OTC Options Risk Disclosure Statement provided by Dealer and a copy of the most recent disclosure pamphlet prepared by The Options Clearing Corporation entitled “Characteristics and Risks of Standardized Options”.

  • Certain Litigation The Company agrees that it ------------------- shall not settle any litigation commenced after the date hereof against the Company or any of its directors by any stockholder of the Company relating to the Offer, the Merger, this Agreement or the Stockholder Agreements, without the prior written consent of Parent. In addition, the Company shall not voluntarily cooperate with any third party that may hereafter seek to restrain or prohibit or otherwise oppose the Offer or the Merger and shall cooperate with Parent and Sub to resist any such effort to restrain or prohibit or otherwise oppose the Offer or the Merger.

  • Securityholder Litigation The Company shall give Parent the opportunity to participate in the defense or settlement of any securityholder litigation against the Company and/or its directors relating to the Transactions, and no such settlement shall be agreed to without Parent’s prior consent.

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