Binding Declaration Notice Sample Clauses

Binding Declaration Notice. ‌ 6.2.1 Ageas will draft the notice within the meaning of Article 1017(3) DCCP (the "Binding Declaration Notice"), whereby it shall fully involve the other Parties. Ageas shall provide the other Parties with a reasonable opportunity to comment on such draft and include any reasonable comments in such draft, which is subject to the approval of all Parties. The agreed-upon Binding Declaration Notice, attached hereto as Schedule 3 (Draft Binding Declaration Notice), has been submitted to the Court for its review. 6.2.2 The Parties shall endeavour to make sure that the Binding Declaration Notice: (a) will meet all applicable requirements of Dutch Law (including Article 1017(3) DCCP), the rules of the Court and any other applicable Law, and will otherwise be in the manner and form ordered by the Court; and (b) will be, by the Binding Declaration Notice Date, (i) mailed by regular mail, e-mail or transmitted by such other means as required by the Court, to all persons who can be identified by reasonable efforts as falling within the description of Eligible Shareholders and for which the Parties have a last-known address as well as to well-known custodians, (ii) published in two national newspapers in the Netherlands and Belgium, (iii) published on the websites of the Parties, and in any other way, as required by the Court.
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Binding Declaration Notice. 6.3.1 Ageas will draft the notice within the meaning of Article 1017(3) DCCP (the "Binding Declaration Notice"), whereby it shall fully involve the other Parties. Ageas shall provide the other Parties with a reasonable opportunity to comment on such draft and include any reasonable comments in such draft, which is subject to the approval of all Parties. The agreed-upon Binding Declaration Notice will be submitted to the Court for its review. 6.3.2 The Parties shall endeavour to make sure that the Binding Declaration Notice: (a) will meet all applicable requirements of Dutch Law (including Article 1017(3) DCCP), the rules of the Court and any other applicable Law, and will otherwise be in the manner and form ordered by the Court; and (b) will be, by the Binding Declaration Notice Date, (i) mailed by regular mail, e-mail or transmitted by such other means as required by the Court, to all persons who can be identified by reasonable efforts as falling within the description of Eligible Shareholders and for which the Parties have a last-known address as well as to well-known custodians, (ii) published in two national newspapers in the Netherlands and Belgium, (iii) published on the websites of the Parties, and in any other way, as required by the Court. 6.3.3 The Parties shall propose to the Court that the Binding Declaration Notice will, among other things: (a) describe the Binding Declaration, the Release and their effect; (b) describe the persons who are Eligible Shareholders, Non-Active Claimants and Active Claimants; (c) describe the compensation being offered to Eligible Shareholders; (d) describe the Settlement Distribution Plan by which compensation will be distributed to Eligible Shareholders; (e) advise of the process by which an Eligible Shareholder may notify the Claims Administrator that he does not intend to be bound by the Binding Declaration and the Release, including providing the address to which such notification must be delivered; (f) advise that if an Eligible Shareholder notifies the Claims Administrator by the Exclusion Date that he does not intend to be bound by the Binding Declaration and the Release, he will not receive any distribution from the Settlement Amount pursuant to the Settlement Distribution Plan; (g) advise that if an Eligible Shareholder fails to notify the Claims Administrator by the Exclusion Date of an intention not to be bound by the Binding Declaration and the Release, he will be bound by the Binding Declaration and t...
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Related to Binding Declaration Notice

  • Binding Decision The arbitrator shall hear and determine the grievance, and shall issue a decision which is final and binding on the Parties and any person affected by it.

  • Power; Binding Agreement Stockholder has the legal capacity, power and authority to enter into and perform all of its obligations under this Agreement. The execution, delivery and performance of this Agreement by Stockholder will not violate any agreement or any court order to which Stockholder is a party or is subject including, without limitation, any voting agreement or voting trust. This Agreement has been duly and validly executed and delivered by Stockholder.

  • Execution, Delivery; Valid and Binding Agreement The execution, delivery and performance of this Agreement by Buyer and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action, and no other corporate proceedings on its part are necessary to authorize the execution, delivery or performance of this Agreement. This Agreement has been duly executed and delivered by Buyer and constitutes the valid and binding obligation of Buyer, enforceable in accordance with its terms.

  • Binding Agreement This Agreement shall be binding and inure to the benefit of the Parties hereto and their respective heirs, legal successors, and assigns.

  • Binding Agreement; Assignment This Agreement shall inure to the benefit of, be binding upon, and be enforceable by the Company and its successors and assigns. The Participant shall not assign (except in accordance with Section 6 hereof) any part of this Agreement without the prior express written consent of the Company.

  • Binding Agreements This Agreement and the other Financing Documents executed and delivered by the Borrowers have been properly executed and delivered and constitute the valid and legally binding obligations of the Borrowers and are fully enforceable against each of the Borrowers in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties, and general principles of equity regardless of whether applied in a proceeding in equity or at law.

  • Authorization; Binding Agreement The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Stockholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which the Company is or is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the Company’s board of directors in accordance with the Company’s Organizational Documents, the DGCL, any other applicable Law or any Contract to which the Company or any of its stockholders is a party or by which it or its securities are bound and (b) other than the Required Company Stockholder Approval, no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company is or is required to be a party shall be when delivered, duly and validly executed and delivered by the Company and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted at a meeting duly called and held (i) determined that this Agreement and the Merger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Company, its Subsidiaries and its stockholders, (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL, (iii) directed that this Agreement be submitted to the Company’s stockholders for adoption and (iv) resolved to recommend that the Company stockholders adopt this Agreement.

  • Valid Sale; Binding Obligation This Agreement evidences a valid sale, transfer and assignment of the Receivables, enforceable against creditors of and purchasers from the Seller, and constitutes a legal, valid and binding obligation of the Seller enforceable in accordance with its terms, except as enforceability may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law.

  • Assignment; Binding Agreement Neither this Agreement nor any right or obligation hereunder shall be assignable by any party without the prior written consent of the other parties hereto. This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective legal representatives, successors and assigns.

  • Binding Obligation Each Receivable shall constitute the genuine, legal, valid and binding payment obligation in writing of the related Obligor, enforceable by the holder thereof in accordance with its terms, except as enforceability may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, liquidation or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law.

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