Fairness Hearing. “Fairness Hearing” means the hearing before the Court relating to the Motion for Final Approval.
Fairness Hearing. Upon the execution hereof, Company and IBC agree, pursuant to Section 3(a)(10) of the Securities Act of 1933 (the “Act”), to immediately submit the terms and conditions of this Agreement to the Court for a hearing on the fairness of such terms and conditions, and the issuance exempt from registration of the Settlement Shares. This Agreement shall become binding upon the parties only upon entry of an order by the Court substantially in the form annexed hereto as Exhibit A (the “Order”).
Fairness Hearing. 30. The Parties shall jointly request that the District Court schedule and conduct a Fairness Hearing to address the fairness of this Agreement settling Plaintiffs’ claims against Defendants and to decide whether there shall be Final Approval of the settlement embodied in this Agreement. At the Fairness Hearing, the Parties shall jointly move for and recommend certification of the Class and Final Approval of this Agreement. The Fairness Hearing shall take place on a date in accordance with 28 U.S.C. § 1715.
Fairness Hearing. The Court has preliminarily approved the Settlement and will hold a hearing to decide whether to give final approval to the Settlement. The purpose of the Fairness Hearing will be for the Court to determine whether the Settlement should be approved as fair, reasonable, adequate, and in the best interests of the Settlement Class; to consider the Fees, Costs, and Expenses Award to the attorneys who initiated the Action; and to consider the request for a Service Payment to the Plaintiff.
Fairness Hearing. On the date set forth in the Preliminary Approval Order, which shall be approximately one month after the deadline for submitting objections and Requests for Exclusion, a Fairness Hearing will be held at which the Court will consider: (1) whether to finally certify the Settlement Class; (2) whether to approve the Settlement Agreement as fair, reasonable, and adequate; (3) whether to approve the application for a Service Award for the Named Plaintiffs; and (4) whether to approve Class Counsel’s Fee and Expense Application.
Fairness Hearing. A hearing is scheduled for [at least 120 days after preliminary approval] to make a final determination, concerning among other things: • Any objections from Class Members to the Settlement or any aspects of it. • Whether the Settlement merits final approval as fair, reasonable, and adequate; • Whether the Action should be dismissed with prejudice pursuant to the terms of the Settlement; • Whether Class Counsel adequately represented the Settlement Class for purposes of entering into and implementing the Settlement; • Whether the proposed Plan of Allocation should be granted final approval; and • Whether Class Counsel’s application(s) for Attorneys’ Fees and Costs and Case Contribution Awards to the Named Plaintiffs are fair and reasonable, and should be approved.
Fairness Hearing. Upon the execution hereof, Company and RCP agree, pursuant to Section 3(a)(10) of the Securities Act of 1933 (the “Act”), to immediately submit the terms and conditions of this Agreement to the Court for a hearing on the fairness of such terms and conditions, and the issuance exempt from registration of the Settlement Shares. This Agreement shall become binding upon the parties only upon entry of an order by the Court substantially in the form annexed hereto as Exhibit A (the “Order”).
Fairness Hearing. As promptly as practicable after the execution of this Agreement, Parent shall, with the cooperation of the Company, prepare the Permit Application and the Information Statement and cause them to be filed with the Commissioner of the California Department of Corporations (the "Commissioner"), and shall request a hearing on the fairness of the terms and conditions of the Merger, the partial assumption of the Company Options and the issuance of the Parent Common Stock as contemplated by this Agreement pursuant to Section 25142 of the California Corporate Securities Law of 1968, as amended, and the rules of the Commissioner thereunder. Parent, Merger Sub and the Company each shall utilize all commercially reasonable efforts and cooperate with one another to obtain as promptly as practicable the approval of the Commissioner of the fairness (the "Fairness Approval") of the Merger, the partial assumption of the Company Options and the terms and conditions of the issuance of the Parent Common Stock as contemplated by this Agreement after such a hearing; provided, however, that Parent shall not be required to modify any of the terms of the Merger or this Agreement or any Ancillary Agreement in order to cause the Commissioner to approve the fairness of such terms and conditions except for such modification as would not materially increase the aggregate consideration payable to the holders of Company Capital Stock or Company Options or would not change the terms and conditions of this Agreement in any material respect; provided further, that if the Commissioner determines that the Fairness Approval shall be conditioned upon the termination of the Shareholder Support Agreements, such termination shall not constitute a change of a material term or condition of this Agreement. The Company shall promptly notify Parent if the Company becomes aware that one of its shareholders intends to dissent or object to the Merger and the transactions contemplated hereby at such hearing.
Fairness Hearing. At the Fairness Hearing, as required for Final Approval of the settlement pursuant to Federal Rule of Civil Procedure 23(e)(2), the Parties will jointly request that the Court approve the settlement as final, fair, reasonable, adequate, and binding on the Class, all Class members, and all Plaintiffs.
Fairness Hearing. “Fairness Hearing” shall mean the hearing on the Joint Motion for Judgment and Final Approval referenced in Paragraph D(4) below.
