Bankruptcy Court Approval of Pooling Agreement and Registration Exemption Sample Clauses

Bankruptcy Court Approval of Pooling Agreement and Registration Exemption. The Pooling Agreement shall be subject to Bankruptcy Court approval. United shall use its commercially reasonable efforts from and after the date hereof to cause the Bankruptcy Court enter an order approving the Pooling Agreement and finding that the securities in the Pooling Agreement, and all sales of such securities by the trustee under the Pooling Agreement, shall be exempt from registration under Section 1145 of the Bankruptcy Code. If the Bankruptcy Court shall not have issued an order approving the Pooling Agreement at or prior to the date of the entry of an order on the adequacy of the disclosure statement relating to the Plan, any Party may apply to the Bankruptcy Court to amend this Agreement to provide for consideration equal to the value of the Pooling Agreement Assets and liquidated for distribution to the Holders under this Agreement. In such event, such substituted consideration shall be distributed in accordance with this Agreement as if such assets were the Pooling Agreement Assets. The inability to obtain approval of the exemption as aforesaid, for reasons other than the failure by United to exercise its commercially reasonable efforts, shall not relieve any Trustee or Holder of its obligations under this Agreement or revive any of the claims that were or could have been asserted against United in any of the matters otherwise settled or compromised hereby. Provided that United shall have used commercially reasonable efforts to obtain approval of the Pooling Agreement and the exemption as aforesaid, United shall have no liability for, and the Trustees and the Designated Holders hereby waive and the other Holders, upon the entry of the Settlement Order, shall be deemed to have waived, any right to assert any claim against United on account of, the inability to obtain such approval.
Sample 1
AutoNDA by SimpleDocs

Related to Bankruptcy Court Approval of Pooling Agreement and Registration Exemption

  • Bankruptcy Court Approval (a) Promptly after the date hereof, CTC shall file the Plan of Reorganization with the Bankruptcy Court in the form of Exhibit B hereto (the "POR") seeking, among other things, the entry of an order of the Bankruptcy Court (the "Bankruptcy Court Order") that authorizes the Merger and the related transactions contemplated by this Agreement and confirmation of the POR. The Bankruptcy Court Order and the POR must be in form and substance satisfactory to NCO; provided, however, that CTC may make non-material changes to the POR without the consent of NCO. Notwithstanding the foregoing and without limiting the foregoing materiality standard contained herein, CTC agrees that each of the following changes to the POR (and the Bankruptcy Court Order to the extent the same effectuates a change in the POR) shall be subject to the prior written approval of NCO: (i) any increases in the payments or distributions to be received by unsecured creditors or equity holders; (ii) any changes to any of the release provisions contained in the POR; (iii) the addition of any class of claims or equity interests, deletion of any class of claims or equity interests or the reclassification of an equity interest or claim; (iv) the assumption or rejection of executory contracts; (v) any changes to the conditions to the Effective Date of the POR or any deadlines relating to the entry of any orders, Confirmation Date or Effective Date under the POR; (vi) any change to the POR which would make the same inconsistent with the terms and provisions of this Agreement; (vii) any material change to the treatment or classification of the beneficiaries under the Litigation Trust; (viii) any changes affecting the Services Agreement or the ability to assume any existing servicing agreements and assignment of the same to NCOFS; or (ix) the treatment of the Secured Claim of Sunrock. Items (i) - (ix) above shall in no way be deemed a limitation on the "materiality" provision contained herein and NCO reserves its rights as to any other changes and as to whether the same are material.

  • Bankruptcy Court Order The Interim Bankruptcy Court Order or the Final Bankruptcy Court Order, as the case may be, is in full force and effect, and has not been reversed, stayed, modified or amended absent the joinder and consent of the Agent and the Borrower.

  • Approval Order The Bankruptcy Court shall have entered the Approval Order and such Order shall be a Final Order.

  • Sale Order The Bankruptcy Court shall have entered the Sale Order and the Sale Order shall be a Final Order.

  • Final Order If the Interim Order is obtained and the Arrangement Resolution is passed at the Meeting as provided for in the Interim Order and as required by applicable Law, subject to the terms of this Agreement, the Company shall as soon as reasonably practicable thereafter, and in any event within three Business Days thereafter, take all steps necessary or desirable to submit the Arrangement to the Court and diligently pursue an application for the Final Order pursuant to Division 5 of Part 9 of the BCBCA.

  • Court Approval No later than the fifth business day after the Effective Date, Purchaser shall file an action (“Action”) against Company in the Superior Court of the State of California for the County of Los Angeles (the “Court”) for collection of the Claim. Purchaser shall seek to settle the Action on terms acceptable to Purchaser in its sole discretion and, by appropriate motion or other pleading, shall seek approval from the Court of such settlement in accordance with Section 3(a)(10) of the Securities Act of 1933, as amended (the “Securities Act”).

  • Securities Law Notification This offer is addressed only to certain eligible employees in the form of the shares of Common Stock to be issued by the Corporation. Neither the Plan nor the Award Agreement has been approved, nor do they need to be approved, by the National Bank of Kazakhstan. This offer is intended only for the original recipient and is not for general circulation in the Republic of Kazakhstan.

  • Board Approval of Foreign Subcustodians Unless and except to the extent that the Board has delegated to the Custodian and the Custodian has accepted delegation of review of certain matters concerning the appointment of Subcustodians pursuant to Subsection 8.3, the Custodian shall, prior to the appointment of any Subcustodian for purposes of holding Investments of the Fund outside the United States, obtain written confirmation of the approval of the Board of Trustees or Directors of the Fund with respect to (a) the identity of a Subcustodian, and (b) the Subcustodian agreement which shall govern such appointment, such approval to be signed by an Authorized Person. An Instruction to open an account in a given country shall comprise authorization of the Custodian to hold assets in such country in accordance with the terms of this Agreement. The Custodian shall not be required to make independent inquiry as to the authorization of the Fund to invest in such country.

  • Bankruptcy Court Matters Promptly, copies of all pleadings, motions, applications, and other documents filed by any Credit Party with the Bankruptcy Court or distributed by any Credit Party to the office of the United States Trustee or to any official committee of creditors or interest holders.

  • Interim Order The notice of motion for the application referred to in Section 2.1(a) shall request that the Interim Order provide, among other things:

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!