Entry of Order Approving Sale Sample Clauses

Entry of Order Approving Sale. Seller shall use its best efforts to obtain entry of on order of the Bankruptcy Court approving the terms of this Agreement (the “Sale Order”) as soon as practicable following the mutual execution and delivery of this Agreement and approval of the Sale Procedures, but no later than November 15, 2008 (“Sale Order Date”). The Sale Order shall be in accordance with the terms of this Agreement, shall be in a form reasonably satisfactory to Purchaser and Seller, and shall: (i) approve and direct the sale and assignment of the Purchased Assets to Purchaser and approve and direct the assumption and assignment of the Assumed Leases and Assumed Contracts to Purchaser free and clear of all Liens, claims or interests except those expressly assumed in this Agreement, based on appropriate findings and rulings pursuant to, inter alia, Sections 363(b), (f) and (m) and 365 of the Bankruptcy Code, including but not limited to Sections 365(h), (i), (l) and (n) and the release of Purchaser to any rights otherwise associated with and which may otherwise be to the benefit of any third parties; provided that notwithstanding anything to the contrary in this Agreement, Purchaser shall not be entitled to disapprove the Sale Order by reason of, and Purchaser’s (or a successful overbidder’s) obligation to consummate the transactions provided for herein shall not be conditioned upon the assumption and assignment of, any Assumed Leases with respect to which the Bankruptcy Court determines that Purchaser (or a successful overbidder) has failed to provided adequate assurance of future performance pursuant to Section 365 of the Bankruptcy Code; (ii) include a direction that Seller allocate in any Chapter 11 plan of reorganization, including a plan of liquidation, the Consideration in the manner established by Section 5.3(a);
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Entry of Order Approving Sale. (i) Debtors shall file voluntary petitions for relief under chapter 11 of the Bankruptcy Code on a date not later than May 15, 2022. (ii) Debtors shall use their reasonable best efforts to obtain entry of the Bid Procedures Order on a date not later than twenty-eight (28) calendar days following the Petition Date. (iii) In the event that the Sellers accept any bid for any transaction, including an acquisition, related to the Purchased Assets other than the Transaction with the Purchasers contemplated by this Agreement or otherwise enters into an agreement to sell, transfer or assign the Purchased Assets (or stock or other securities from Sellers), or if the Bankruptcy Court enters an order approving another transaction in respect of assets of the Sellers, including an acquisition proposal submitted by a party other than the Purchasers (each, an “Alternative Transaction”), no later than one (1) Business Day following the earlier of (x) termination of this Agreement or (y) the closing date of such Alternative Transaction, the Sellers shall pay to Circles a breakup fee in an amount equal to 1.9% of the Purchase Price (the “Break Up Fee”), plus the Expense Reimbursement. The Break Up Fee and the Expense Reimbursement may be paid from the proceeds of such Alternative Transaction and shall constitute an allowed administrative expense claim in the Bankruptcy Cases with priority of the kind specified in sections 503 and 507 of the Bankruptcy Code. Sellers acknowledge that Circles would not have invested the effort in negotiating and documenting this proposed Transaction and incurred obligations to pay its outside advisors if Circles were not entitled to the Break Up Fee and Expense Reimbursement in accordance with the terms of this Agreement. (iv) The Sellers shall provide copies to each Purchaser of any motion concerning this Transaction, including the motion to approve the Sale Order or any other matter before the Bankruptcy Court relating to this Agreement or the Transaction Documents, upon three (3) Business Days’ notice for review and consultation thereof. The Sellers shall provide notice to each Purchaser of any hearing on the motion to approve the Sale Order or any other matter before the Bankruptcy Court relating to this Agreement or the Transaction Documents, in each case as required by the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure and the Local Bankruptcy Rules for the Southern District of New York or as otherwise ordered by the Bankrupt...
Sample 1

Related to Entry of Order Approving Sale

  • AGGREGATION OF ORDERS On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Allocated Assets as well as other clients of the Adviser, the Adviser may to the extent permitted by applicable laws and regulations, but shall be under no obligation to, aggregate the orders for securities to be purchased or sold. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner the Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to its other clients. The Manager recognizes that, in some cases, the Adviser’s allocation procedure may limit the size of the position that may be acquired or sold for the Allocated Assets.

  • Placement of Orders The Adviser shall arrange for the placing of all orders for the purchase and sale of securities for a Fund’s account with brokers or dealers selected by the Adviser. In the selection of such brokers or dealers and the placing of such orders, the Adviser is directed at all times to seek for each Fund the most favorable execution and net price available under the circumstances. It is also understood that it is desirable for the Funds that the Adviser have access to brokerage and research services provided by brokers who may execute brokerage transactions at a higher cost to the Funds than may result when allocating brokerage to other brokers, consistent with section 28(e) of the 1934 Act and any Commission staff interpretations thereof. Therefore, the Adviser is authorized to place orders for the purchase and sale of securities for a Fund with such brokers, subject to review by the Board from time to time with respect to the extent and continuation of this practice. It is understood that the services provided by such brokers may be useful to the Adviser in connection with its or its affiliates’ services to other clients.

  • HSR Approval All applicable waiting periods (and any extensions thereof) under the HSR Act in respect of the Transactions shall have expired or been terminated.

  • Time Off in Lieu of Overtime Employees who work overtime will not be required to take time off in regular hours to make up for overtime worked. Time off in lieu may be taken on a mutually agreed upon basis between the employee and the Hospital, such time off will be the equivalent of the premium rate the employee has earned for working overtime. The Hospital shall revert to payment of premium rate if time off is not taken within sixty (60) calendar days."

  • Preliminary Approval Order “Preliminary Approval Order” means the order of the Court preliminarily approving this Settlement Agreement.

  • Preliminary Approval 50. Upon execution of this Agreement by all signatories, Class Counsel shall promptly move the Court for an order granting preliminary approval of this Settlement (“Preliminary Approval Order”). The proposed Preliminary Approval Order that will be filed with the motion shall be in a form agreed upon by Class Counsel and SPE, and substantially in the form as that attached as Exhibit 1 to this Agreement. The motion for preliminary approval shall request that the Court: (1) preliminarily approve the terms of the Settlement as within the range of fair, adequate, and reasonable; (2) provisionally certify the Settlement Class pursuant to Federal Rule of Civil Procedure 23(b)(3) and (e) for settlement purposes only; (3) approve the Notice Program set forth herein and approve the form and content of the Notice; (4) approve the procedures set forth in Section VII for Settlement Class Members to exclude themselves from the Settlement Class or to object to the Settlement; (5) stay the Action pending Final Approval of the Settlement; (6) stay and/or enjoin, pending Final Approval of the Settlement, any actions brought by Settlement Class Members concerning a Released Claim; and (7) schedule a Final Approval hearing for a time and date mutually convenient for the Court, Class Counsel, and counsel for SPE, at which the Court will conduct an inquiry into the fairness of the Settlement, determine whether it was made in good faith and should be finally approved, and determine whether to approve Class Counsel’s application for attorneys’ fees, costs, and expenses, and for Service Awards (“Final Approval Hearing”). 51. Within 10 days of the filing of the motion for preliminary approval, SPE, at its own expense, shall serve or cause to be served a notice of the proposed Settlement, in conformance with the requirements under the Class Action Xxxxxxxx Xxx, 00 X.X.X. § 0000(x) (“CAFA”).

  • Solicitation of Orders You will use your best efforts (but only in states in which you may lawfully do so) to obtain from investors unconditional orders for Shares authorized for issue by the Fund and registered under the 1933 Act, provided that you may in your discretion refuse to accept orders for Shares from any particular applicant.

  • MOTION FOR PRELIMINARY APPROVAL The Parties agree to jointly prepare and file a motion for preliminary approval (“Motion for Preliminary Approval”) that complies with the Court’s current checklist for Preliminary Approvals.

  • Submission of Orders (a) Each person desiring to purchase Offered Shares in the Offering will be required to complete and execute a subscription agreement in the form attached as an appendix to the Prospectus (the “Subscription Agreement”) and to deliver to the Dealer Manager or Participating Dealer, as the case may be (the “Processing Broker-Dealer”), such completed Subscription Agreement, together with a check, draft, wire or money order (hereinafter referred to as an “instrument of payment”) for the purchase price of the Offered Shares, subject to any discounted purchase price per Share that may apply based upon the available discounts specified in the Prospectus. There shall be a minimum initial purchase by any one purchaser of $2,500 of Offered Shares (except as otherwise indicated in the Prospectus, or in any letter or memorandum from the Company to the Dealer Manager). Minimum subsequent purchases of Offered Shares shall be $500 per transaction. Until such time as the Company has satisfied the Minimum Offering and proceeds from such subscriptions from the Escrow Account have been released (or such greater amount as may be applicable in respect of any greater escrow in respect of subscribers from any state), those persons who purchase Offered Shares will be instructed by the Processing Broker-Dealer to make their checks payable to “UMB Bank, N.A., as escrow agent for NexPoint Capital, Inc.” Thereafter, those persons who purchase Offered Shares will be instructed by the Processing Broker-Dealer to make their checks payable to “UMB Bank, N.A., as agent for NexPoint Capital, Inc.” (b) The Processing Broker-Dealer receiving a Subscription Agreement and instrument of payment not conforming to the foregoing instructions shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following receipt by the Processing Broker-Dealer of such materials. Subscription Agreements and instruments of payment received by the Processing Broker-Dealer which conform to the foregoing instructions shall be transmitted for deposit pursuant to one of the following methods: (i) where, pursuant to the internal supervisory procedures of the Processing Broker-Dealer, internal supervisory review is conducted at the same location at which Subscription Agreements and instruments of payment are received from subscribers, then, by noon of the next business day following receipt by the Processing Broker-Dealer, the Processing Broker-Dealer will transmit the Subscription Agreements and instruments of payment to the Escrow Agent or, after the Minimum Offering has been obtained, to the Company or its designated agent; and (ii) where, pursuant to the internal supervisory procedures of the Processing Broker-Dealer, final internal supervisory review is conducted at a different location (the “Final Review Office”), Subscription Agreements and instruments of payment will be transmitted by the Processing Broker-Dealer to the Final Review Office by the end of the next business day following receipt thereof by the Processing Broker-Dealer. The Final Review Office will in turn by noon of the next business day following receipt thereof by the Final Review Office, transmit such Subscription Agreements and instruments of payment to the Escrow Agent or, after the Minimum Offering has been satisfied, to the Company or its designated agent. (c) Notwithstanding the foregoing, with respect to any Offered Shares to be purchased by a custodial account, the Processing Broker-Dealer shall cause the custodian of such account to deliver a completed Subscription Agreement and instrument of payment for such account directly to the Escrow Agent or, after the Minimum Offering has been satisfied, to the Company or its designated agent. The Processing Broker-Dealer shall furnish to the Escrow Agent or, after the Minimum Offering has been satisfied, to the Company or its designated agent with each delivery of instruments of payment a list of the subscribers showing the name, address, tax identification number, state of residence, amount of Offered Shares subscribed for, and the amount of money paid. (d) The Dealer Manager acknowledges and agrees that the Company reserves the unconditional right to reject any order for any reason.

  • Layoff Order Seasonal employees shall be seasonally laid off in inverse order of Classification Seniority (State Seniority for Units 4 and 6) within the employment condition, seniority unit and principal place of employment of the affected position(s) unless waived by mutual agreement between the employee and the Appointing Authority.

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