Common use of Effect of Disapproval Clause in Contracts

Effect of Disapproval. If the Court declines to finally approve this Settlement, or if the Court does not enter the Final Judgment and Order in substantially the form provided for in paragraph 8, or if the Court enters the Final Judgment and Order and appellate review is sought, and on such review, the Final Judgment and Order is set aside or is affirmed with material modification, then this Settlement Agreement and the Settlement, with the exception of the parties’ obligations under paragraph 7 herein which shall remain in full force and effect, shall be terminated upon the election of any of Defendants or Co-Lead Counsel by providing written notice to the parties designated to receive such notice hereunder in accordance with paragraph 27 hereof and the Escrow Agent within ten (10) business days following the occurrence of any such event. An Order by the Court awarding attorneys’ fees, costs, expenses, and/or incentive awards from the Settlement Fund in any amount lower than requested by Plaintiff’s counsel pursuant to this Settlement Agreement (including paragraph 15) shall not be deemed a modification of all or a part of the terms of this Settlement Agreement or the Final Judgment and Order and shall not give rise to any right of termination. A modification or reversal on appeal of any amount of Plaintiffs’ counsel’s fees, costs and expenses awarded by the Court from the Settlement Fund, or the amount of an incentive award from the Settlement Fund to the Named Plaintiff, shall not be deemed a modification of all or a part of the terms of this Settlement Agreement or the Final Judgment and Order and shall not give rise to any right of termination.

Effect of Disapproval. If the Court declines to finally approve this Settlement, ; or if the Court does not enter the Final Judgment and Order in substantially the form provided for in paragraph 8, such approval is set aside on appeal or materially modified; or if the Court enters the Final Judgment and Order final judgment and appellate review is sought, and on such review, the Final Judgment and Order final judgment is set aside not affirmed or is affirmed with material modification; or if the terms of this Settlement Agreement are materially changed except by mutual consent of the parties, then this Settlement Agreement may be cancelled and the Settlementterminated, with the exception of the parties’ obligations under paragraph 7 herein which and shall remain in full force become null and effect, shall be terminated void upon the election of any of Defendants Allergan or Co-Lead Class Counsel by providing written notice to the parties designated to receive such notice hereunder in accordance with paragraph 27 22 hereof and the Escrow Agent within ten fourteen (1014) business days following the occurrence of any such event. An Order by the Court awarding attorneys’ fees, costs, expenses, and/or incentive awards from the Settlement Fund in any amount lower than requested by Plaintiff’s Plaintiffs’ counsel pursuant to this Settlement Agreement (including paragraph 15) shall not be deemed a modification of all or a part of the terms of this Settlement Agreement or the Final Judgment and Order and shall not give rise to any right of termination. A modification or reversal on appeal of any amount of Plaintiffs’ counselClass Counsel’s fees, costs fees and expenses awarded by the Court from the Settlement Fund, or the amount of an incentive award service awards from the Settlement Fund to Plaintiffs in the Named PlaintiffAction, shall not be deemed a modification of all or a part of the terms of this Settlement Agreement or the Final Judgment and Order and shall not give rise to any right of termination.

Effect of Disapproval. If the Court declines to finally approve this Settlement, or if such approval is set aside on appeal or materially modified, or if there is a material change in the composition of the End-Payor Class, or if the Court does not enter the Final Judgment and Order in substantially the form provided for in paragraph 83 and Exhibit D, or if the Court enters the Final Judgment and Order and appellate review is sought, and on such review, the Final Judgment and Order is set aside not affirmed or is affirmed with material modification, then this Settlement Agreement and the Settlement, with the exception of the parties’ obligations under paragraph 7 herein which shall remain in full force and effect, Settlement shall be terminated upon the election of any of Defendants Teva or Co-Lead Counsel for the End-Payor Class (Xxxxxx Xxxxxxx LLP, Xxxxxxxx & Xxxxxxxx LLC, Xxxxx Xxxxxxxx Sellers & Toll PLLC, and Xxxxxxxxx LLP) by providing written notice to the parties designated to receive such notice hereunder in accordance with paragraph 27 21 hereof and the Escrow Agent within ten (10) business days following the occurrence of any such event. An Order by the Court awarding attorneys’ fees, costs, expenses, and/or incentive awards from the Settlement Fund in any amount lower than requested by Plaintiff’s counsel pursuant to this Settlement Agreement (including paragraph 15) shall not be deemed a modification of all or a part of the terms of this Settlement Agreement or the Final Judgment and Order and shall not give rise to any right of termination. A modification or reversal on appeal of any amount of Plaintiffs’ counsel’s fees, costs and expenses awarded by the Court from the Settlement Fund, or the amount of an incentive award awards from the Settlement Fund to Plaintiffs in the Named PlaintiffMDL Action, shall not be deemed a modification of all or a part of the terms of this Settlement Agreement or the Final Judgment and Order and shall not give rise to any right of termination.

Effect of Disapproval. If the Court declines to finally does not approve this SettlementAgreement in all material respects, or if the Court does not enter the Final Judgment and Order in substantially the form Approval as provided for in paragraph 8Paragraph 6, or if any judgment approving this Agreement is materially modified or set aside on appeal, or if all of the Court enters the conditions for Final Judgment and Order and appellate review is sought, and on such review, the Final Judgment and Order is do not occur as set aside or is affirmed with material modificationforth in Paragraph 1(n) of this Agreement, then this Agreement may be cancelled and terminated. If cancelled and terminated, this Agreement shall become null and void, the Settlement Agreement Funds, net of expended or incurred escrow fees, taxes, and amounts expended or incurred for Class Notice and notice administration (and associated claims forms) pursuant to approval by the Settlement, with the exception Court (subject to a maximum of the parties’ obligations under paragraph 7 herein which shall remain in full force and effect$45,000), shall be terminated upon the election of any of Defendants or Co-Lead Counsel by providing written notice returned to the parties designated to receive such notice hereunder in accordance with paragraph 27 hereof and the Escrow Agent Progressive Security within ten (10) business days following of such termination, the occurrence Parties shall be returned to their respective positions in the Action as if this Agreement had never been entered into without prejudice to any claims, rights or defenses of any such event. An Order by the Court awarding attorneys’ feesParties, costs, expenses, and/or incentive awards from and the Settlement Fund Release (set forth in any amount lower than requested by Plaintiff’s counsel pursuant to this Settlement Agreement (including paragraph Paragraphs 14 and 15) shall be voided and shall be of no force or effect, any dismissal with prejudice of the Action or Final Judgment shall be of no force or effect, and the Plaintiffs (on behalf of the Class) shall be entitled to have any Final Judgment vacated and have their respective claims alleged in the Class Action Complaint reinstated as if they had never been dismissed or compromised, with all statutes of limitation deemed tolled between the time of dismissal and re-instatement, and without the need to re- serve any Party with process. The Parties and the Class expressly reserve all of their rights if Final Judgment is not be deemed a modification of all or a part of entered in accordance with the terms of this Settlement Agreement or the Final Judgment and Order and shall not give rise to any right of termination. A modification or reversal on appeal of any amount of Plaintiffs’ counsel’s fees, costs and expenses awarded by the Court from the Settlement Fund, or the amount of an incentive award from the Settlement Fund to the Named Plaintiff, shall not be deemed a modification of all or a part of the terms of this Settlement Agreement or the Final Judgment and Order and shall not give rise to any right of terminationAgreement.

Effect of Disapproval. If the District Court declines to finally approve this Settlement, ; or if such approval is set aside on appeal or materially modified; or if the Court does not enter the Final Judgment and Order in substantially the form provided for in paragraph 8, or if the District Court enters the Final Judgment and Order final judgment and appellate review is sought, and on such review, the Final Judgment and Order final judgment is set aside not affirmed or is affirmed with material modification; or if the terms of this Settlement Agreement are materially changed except by mutual consent of the Settling Parties, then this Settlement Agreement may be cancelled and the Settlementterminated, with the exception of the parties’ obligations under paragraph 7 herein which and shall remain in full force become null and effect, shall be terminated void upon the election of any of Defendants Pfizer or Co-Lead Counsel by providing written notice to the parties Settling Parties designated to receive such notice hereunder in accordance with paragraph 27 23 hereof and the Escrow Agent within ten (10) business days following the occurrence of any such event. An Order by the District Court awarding attorneys’ fees, costs, expenses, and/or incentive awards from the Settlement Fund a Fee and Expense Award in any amount lower than requested by Plaintiff’s counsel Lead Counsel pursuant to this Settlement Agreement (including paragraph 15) shall not be deemed a modification of all or a part of the terms of this Settlement Agreement or the Final Judgment and Order and shall not give rise to any right of termination. A modification or reversal on appeal of any amount of Plaintiffs’ counsel’s fees, costs Fee and expenses awarded by the Court from the Settlement FundExpense Award, or the amount of an incentive award service awards from the Settlement Fund to Plaintiffs in the Named PlaintiffAction, shall not be deemed a modification of all or a part of the terms of this Settlement Agreement or the Final Judgment and Order and shall not give rise to any right of termination.

Effect of Disapproval. If the Court declines to finally approve this Settlement, or if the Court does not enter the Final Judgment and Order in substantially the form provided for in paragraph 85, or if the Court enters the Final Judgment and Order and appellate review is sought, and on such review, the Final Judgment and Order is set aside or is affirmed with material modification, then this Settlement Agreement and the Settlement, with the exception of the parties’ obligations under paragraph 7 herein which shall remain in full force and effect, Settlement shall be terminated upon the election of any of Defendants Defendant or Co-Lead Plaintiffs’ Counsel by providing written notice to the parties designated to receive such notice hereunder in accordance with paragraph 27 23 hereof and the Escrow Agent within ten (10) business days following the occurrence of any such event. An Order by the Court awarding attorneys’ fees, costs, expenses, and/or incentive awards from the Settlement Fund in any amount lower than requested by Plaintiff’s Plaintiffs’ counsel pursuant to this Settlement Agreement (including paragraph 1512) shall not be deemed a modification of all or a part of the terms of this Settlement Agreement or the Final Judgment and Order and shall not give rise to any right of termination. A modification or reversal on appeal of any amount of Plaintiffs’ counsel’s fees, costs and expenses awarded by the Court from the Settlement Fund, or the amount of an incentive award awards from the Settlement Fund to Plaintiffs in the Named PlaintiffClass Action, shall not be deemed a modification of all or a part of the terms of this Settlement Agreement or the Final Judgment and Order and shall not give rise to any right of termination.

Effect of Disapproval. If the Court declines does not execute and enter the Preliminary Approval Order substantially in the form of Exhibit C to finally approve this SettlementAgreement without leave to amend or correct the Agreement or the associated Order, or if the Court does not execute and enter the Final Judgment and Approval Order substantially in substantially the form provided for in paragraph 8of Exhibit B to this Agreement without leave to amend or correct the Agreement or the associated Order, or if the Court enters the associated Final Judgment and Order and appellate review is sought, and on such review, the judgment does not become Final Judgment and Order is set aside or is affirmed with material modificationfor any reason, then this Settlement Agreement shall be deemed null and void ab initio; it shall be of no force or effect whatsoever; it shall not be referred to, utilized or admissible for any purpose whatsoever; and any negotiations concerning the Settlement, with the exception terms of the parties’ obligations under paragraph 7 herein which Agreement shall remain confidential and shall not be admissible in full force any proceeding for any purpose, and effect, shall be terminated upon the election of any of Defendants or Co-Lead Counsel destroyed. Further, by providing written notice to the parties designated to receive such notice hereunder in accordance with paragraph 27 hereof and the Escrow Agent within ten (10) three business days following after such Court disapproval, the occurrence of any such event. An Order Cash Settlement Amount shall be returned by the Settlement Administrator to BNY Mellon; provided, however, that (i) if Court awarding attorneys’ fees, costs, expenses, and/or incentive awards from disapproval or termination occurs before the Settlement has obtained Preliminary Approval, the interest accrued in the Cash Settlement Fund shall also be returned to BNY Mellon, and (ii) if Court disapproval or termination occurs after the Settlement has obtained Preliminary Approval, the interest accrued in any amount lower than requested the Cash Settlement Fund shall first be used to pay settlement administration costs already incurred by Plaintiff’s counsel the Settlement Administrator pursuant to this Settlement Agreement (including paragraph 15) Agreement, and, if any interest money remains, it too shall not be deemed a modification of all or a part of the terms of this Settlement Agreement or the Final Judgment and Order and shall not give rise returned to any right of termination. A modification or reversal on appeal of any amount of Plaintiffs’ counsel’s fees, costs and expenses awarded by the Court from the Settlement Fund, or the amount of an incentive award from the Settlement Fund to the Named Plaintiff, shall not be deemed a modification of all or a part of the terms of this Settlement Agreement or the Final Judgment and Order and shall not give rise to any right of terminationBNY Mellon.