Common use of General Direct Actions Clause in Contracts

General Direct Actions. No Shareholder may maintain a General Direct Action unless holders of at least ten percent (10%) of the outstanding Shares of the respective Series or class join in the bringing of such action. In addition, a Shareholder may bring a General Direct Action only if the following conditions are met: (i) the Shareholder or Shareholders has obtained authorization from the Trustee to bring such General Direct Action unless an effort to cause the Trustees authorize such an action is not likely to succeed; and a demand on the Trustees shall only be deemed not likely to succeed and therefore excused if a majority of the Trustees, or a majority of any committee established to consider the merits of such action, is composed of Trustees who are not “independent trustees” (as that term is defined in the Delaware Act); and (ii) unless a demand is not required under clause (i) of this paragraph, the Trustees must be afforded a reasonable amount of time to consider such Shareholder request and to investigate the basis of such claim; and the Trustees shall be entitled to retain counsel or other advisors in considering the merits of the request.