Court Approvals. If the payment of an indemnity hereunder requires the approval of a court under the provisions of the Canada Business Corporations Act or otherwise, either of the Corporation or, failing the Corporation, the Indemnified Party may apply to a court of competent jurisdiction for an order approving the indemnity of the Indemnified Party pursuant to this Agreement.
Court Approvals. If the payment of an indemnity under any provision of this Agreement requires any court or other approvals, the Corporation shall make the application or seek such other required approvals and use reasonable best efforts to obtain such order or other required approvals, including paying the costs of such application or seeking such other required approvals and paying the expenses of the Indemnified Party, to the extent permitted by applicable law, in connection with any such order or approval process. If the Corporation fails to do so, the Indemnified Party may apply to the Court or other applicable court, agency or body for an order or seek such other required approvals approving the indemnity of the Indemnified Party pursuant to this Agreement, and the Corporation shall pay the expenses of the Indemnified Party, to the extent permitted by applicable law, in connection with any such order or approval process.
Court Approvals. 2.4.1 As soon as is reasonably practicable after the date of execution of this Agreement, the Company shall:
(a) file, proceed with and diligently prosecute an application to the Court for the Interim Order, providing for, among other things, the calling and holding of the Meeting for the purpose of considering and, if deemed advisable, approving the Arrangement; and
(b) subject to obtaining the approvals as contemplated by the Interim Order (including the approval of the Special Resolution by the Shareholders) and as may be directed by the Court in the Interim Order, file, proceed with and diligently prosecute an application for the Final Order which application shall be in form and substance satisfactory to the parties hereto.
2.4.2 The notice to the Court and related materials for the applications referred to in this section shall be in a form satisfactory to the Company and Newco prior to filing, and in the case of the application to the Court for the Interim Order, shall inform the Court that, based on the Court’s determination of the fairness of the Plan of Arrangement, the Company will rely on section 3(a)(10) of the 1933 Act for an exemption from the 1933 Act registration requirements with respect to the securities to be issued under the Plan of Arrangement. In order to ensure the availability of such exemption, the Parties agree that the Arrangement will be carried out on the following basis:
(a) the Arrangement will be subject to the approval of the Court;
(b) the Court will be required to satisfy itself as to the fairness of the Arrangement to the Securityholders subject to the Arrangement;
(c) the Final Order will expressly state that the Arrangement is approved by the Court as being fair to the Securityholders to whom securities will be issued;
(d) the Company will ensure that each Securityholder will be given adequate and timely notice advising them of their right to attend the hearing of the Court to give approval of the Arrangement and providing them with sufficient information necessary for them to exercise that right;
(e) the Securityholders will be advised that the securities issued in the Arrangement have not been registered under the 1933 Act and will be issued by the Company and Newco in reliance on the exemption from the registration requirements of the 1933 Act provided by section 3(a)(10) of the 1933 Act and may be subject to restrictions on resale under the securities laws of the United States, including, as applicable, Rule 144 u...
Court Approvals. All provisions of this Agreement are subject to: (i) the entry of an order by the Bankruptcy Court (the “Approval Order”) approving the sale of the Core Assets to Employer, this Agreement, the Memorandum of Understanding on Transition to New Labor Agreements, and the Agreement to Mine the Foundation Reserves Under the Terms of the 2016 Agreement, and authorizing the Obligor Companies to enter into and perform their obligations hereunder and thereunder, (ii) such Approval Order becoming final and not subject to further appeal or reconsideration (except to the extent the final order requirement is waived in accordance with the terms of Alpha’s confirmed Third Amended Joint Plan of Reorganization (as such Plan may be amended or modified, the “Plan”)) (the terms set forth in (i) and (ii) being, collectively, the “Court Approvals”), and (iii) the transactions approved in the Approval Order having closed according to the terms of the governing agreements. The “Effective Date” shall be the Plan Effective Date (meaning the Effective Date as defined in the Plan), but in the event the Effective Date shall not have occurred by August 1, 2016, this Agreement shall be void ab initio, having no effect with the Parties reserving all of their rights and defenses.
Court Approvals. If the payment of an indemnity hereunder requires the approval of the court under the provisions of the Act or otherwise, either the Corporation or, failing which, the Indemnified Party, may apply to a court of competent jurisdiction for an order approving the indemnity of the indemnified party pursuant to this agreement. If the Indemnified Party so requests, the Corporation agrees to make the application and use its best efforts to obtain such order from the court including, without limitation, paying the costs of such application.
Court Approvals. The Ontario Superior Court of Justice has certified the Ontario proceeding against Kawasaki and Tecumseh for the purposes of the settlement approval. The plaintiffs will seek authorization of the Québec proceeding in concert with the Settlement Approval Hearing in Québec. The Kawasaki and Tecumseh Settlements must be approved by the Ontario and Québec Courts before they become effective. The proposed plan for distributing the settlement funds to Class Members must also be approved by the Courts.
Court Approvals. The following orders will have been granted:
(i) the U.S. Order will have been entered by the U.S. Bankruptcy Court.
(ii) the Canadian Order will have been entered by the Canadian Court.
(iii) the Canadian Guaranteed Claims Determination Order will have been entered by the U.S. Court.
(iv) the U.S. Guaranteed Claims Determination Order will have been entered by the Canadian Court.
(v) the Canadian ULC1 Notes Sale Order will have been entered by the Canadian Court.
Court Approvals. All provisions of this Settlement Agreement are subject to: (i) the entry of an order by the Bankruptcy Court approving this Settlement Agreement and authorizing the Debtors to enter into and perform their obligations hereunder and binding all holders of Retiree Claims (as defined below) to the terms of the Settlement Agreement (the “Approval Order”); (ii) such Approval Order becoming final and not subject to further appeal; (iii) such Approval Order finding that the Retiree Committee is authorized to enter into and implement this Settlement Agreement, including the obligations thereunder; and (iv) such Approval Order finding that all holders of Retiree Claims are bound by the terms set forth in this Settlement Agreement (the terms set forth in (i) through (iv) being, collectively, the “Court Approvals”). In the event the Approval Order is not entered by the Bankruptcy Court by April 5, 2013 or such Approval Order does not become final and not subject to further appeal by April 19, 2013, this Settlement Agreement shall have no effect and the Parties reserve all of their rights and defenses. The Parties also reserve their right to consummate the Settlement Agreement even if the Court Approvals noted in this section are not achieved if all Parties mutually agree in writing to do so.
Court Approvals. The parties acknowledge and agree that the effectiveness of this Amendment, including, for the avoidance of doubt, any letter agreements hereto, is subject to and expressly conditioned upon assumption of the A319/A320/A321 Purchase Agreement as amended pursuant to the First Amended Joint Plan of Reorganization of US Airways Group, Inc. and its Affiliated Debtors and Debtors-in-Possession, as modified (the "Plan"), which Plan was confirmed by the United States Bankruptcy Court for the Eastern District of Virginia (the "Court") in the pending bankruptcy proceedings of US Airways Group, Inc. et al, as debtors (Case No. 02-83984-SSM) on March 18, 2003, which assumption shall occur as of the Effective Date of the Plan.
Court Approvals. The Vendor will use all commercially reasonable efforts to obtain the Vesting Order prior to the Closing Date and the Vendor will obtain the consent of the Purchaser to any changes to the Vesting Order requested by the Court or by any party to the Proceeding.
