Grounds for Settlement Termination Sample Clauses

Grounds for Settlement Termination. In accordance with the procedures specified herein, this Agreement may be terminated on the following grounds: 1. Any Party may terminate the Agreement if the Court declines to enter the Preliminary Approval Order (incidental or minor changes to the Class Notice ordered by the Court are not grounds for termination), Final Approval Order or Judgment in substantially the form submitted by the Parties, or the Settlement as agreed does not become final for any other reason. The terminating Party shall give written notice to the other Party no later than ten (10) calendar days after the Court acts. The recovery of attorneys’ fees and costs by Class Counsel and the incentive awards to the Plaintiffs are terms of this Agreement, but the allowance or disallowance by the Court of an award of attorneys’ fees and/or costs and/or the incentive awards to the Plaintiffs shall not be grounds for terminating this Settlement. 2. If Ten percent (10%) or more of the Settlement Class makes a valid request to be excluded from the Settlement Class, Defendants will have the right, but not the obligation, to void the Agreement. If Defendants exercise that right to void the Agreement, then the Parties will have no further obligations under the Agreement, including any obligation by Defendants to pay the Gross Settlement Amount, or any amounts that otherwise would have been owed under this Agreement, except that Defendants will pay the Settlement Administrator’s reasonable fees and expenses incurred as of the date that Defendants exercise their right to void the Agreement. Defendants will notify Class Counsel, in writing via USPS and email, and the Court whether they are exercising their right to void the Agreement no later than seven (7) calendar days after the Settlement Administrator notifies the Parties of the total number of opt outs. If Defendants exercise their right to void the Agreement, then Defendants will pay the cost of the settlement administration as stated herein.
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Grounds for Settlement Termination. In accordance with the procedures specified in Section VIII.B below, this Settlement Agreement may be terminated by any Party if the Court declines to enter the Preliminary Approval Order, Final Approval Order or Judgment in substantially the form submitted by the Parties, or the agreed-upon settlement does not become final for any other reason. Defendants may, at their sole discretion, terminate the Settlement Agreement if ten percent (10%) or more of the Settlement Class Members, by number and/or by value, exclude themselves from the settlement. Defendants must exercise their right to withdraw by providing written notice to Class Counsel within twenty (20) days of receiving notice from the Settlement Administrator that the total number of requests for exclusion has reached ten percent (10%). Defendants’ Counsel shall be provided by the Settlement Administrator with the identity of any Settlement Class Member who excludes themselves from the settlement.
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Grounds for Settlement Termination. Either Party may terminate the Agreement if the Court declines to enter the Preliminary Approval Order or Final Approval Order, except if the Court declines to enter the Preliminary Approval Order or Final Approval Order due solely to the amount of
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Grounds for Settlement Termination. Either Party may terminate the Agreement if the Arbitrator declines to enter the Preliminary Approval Award or the Final Approval Award, except if the Arbitrator declines to enter the Preliminary Approval Award or the Final Approval Award due solely to the amount of attorneys’ fees sought by Xxxxxxxx’s Counsel. This Agreement is not contingent upon the Arbitrator’s approval of Claimant’s Counsel’s application for attorneys’ fees, and if the Arbitrator approves the settlement payments allocated to Class Members as set forth in this Agreement, but not the application for attorneys’ fees, the Agreement may not be terminated. Respondent may also terminate this Agreement in the event that 50% or more of the Class Members elect to opt out.
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Grounds for Settlement Termination. Class Counsel or Defense Counsel may terminate the Agreement if the Court declines to enter an Order Granting Preliminary Approval or an Order Granting Final Approval in substantially the same form as that submitted by the Parties, the Agreement does not become final for any other reason, or a Court of Appeals reverses the entry of an Order Granting Final Approval or a final judgment in this Litigation, provided that the Parties agree to work cooperatively and in good faith to address and resolve any concerns identified by the Court in declining to enter an Order Granting Preliminary Approval, an Order Granting Final Approval, or a judgment in the form submitted by the Parties. Notwithstanding the foregoing, the
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Grounds for Settlement Termination. This Agreement may be terminated on the following grounds: (a) Plaintiffs’ Attorneys or Defense Counsel may terminate the Agreement if the Court declines to enter an Order Granting Preliminary Approval or an Order Granting Final Approval in substantially the same form as that submitted by the parties, the Agreement does not become final for any other reason, or a Court of Appeals reverses the entry of an Order Granting Final Approval or a final judgment in this Litigation, provided that the parties agree to work cooperatively and in good faith to address and resolve any concerns identified by the Court in declining to enter an Order Granting Preliminary Approval, an Order Granting Final Approval, or a judgment in the form submitted by the parties. Notwithstanding the foregoing, the Court’s reduction and/or denial of the service awards or the attorneys’ fees and litigation expenses requested by Plaintiffs shall not be grounds for termination of this Agreement.
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Grounds for Settlement Termination. In accordance with the procedures specified in Section VIII.B below, this Settlement Agreement may be terminated on the following grounds: 1. Any Party may terminate the Settlement Agreement if the Court declines to enter the Preliminary Approval Order, Final Approval Order or Judgment in substantially the form submitted by the Parties, or the agreed-upon settlement does not become final for any other reason. Defendants may, at their sole discretion, terminate the Settlement Agreement if ten percent (10%) or more of the Settlement Class members exclude themselves from the settlement. Defendants must exercise their right to withdraw by providing written notice to Class Counsel within twenty (20) days of receiving notice from the Claims Administrator that the total number of requests for exclusion has reached ten percent (10%). Defendants’ Counsel shall be provided by the Claims Administrator with the identity of any Settlement Class member who excludes themselves from the settlement. Recovery of attorneys’ fees and costs by Class Counsel and enhancement award to the Named Plaintiffs are terms of this Settlement Agreement, but the allowance or disallowance by the Court of an award of attorneys’ fees and/or costs and/or the enhancement award to the Named Plaintiffs are not part of this Settlement, and will be considered by the Court separately from the Court’s consideration of the fairness, reasonableness, adequacy and good faith of this Settlement to the Final Settlement Class.
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Grounds for Settlement Termination. 1. If the number of OPT-OUT PLAINTIFFS exceeds seven percent (7%) of the total number of OPT-IN PLAINTIFFS who existed as of the date that the COURT enters its APPROVAL ORDER, DEFENDANT shall have the option in its sole discretion to terminate this SETTLEMENT AGREEMENT. If DEFENDANT elects to enforce this provision and terminate this SETTLEMENT AGREEMENT based on the number of OPT-OUT PLAINTIFFS, DEFENDANT must notify PLAINTIFFS’ COUNSEL within twenty (20) days of the OPT-OUT DEADLINE. This termination provision will no longer be in effect twenty (20) days after the OPT-OUT DEADLINE. 2. Additionally, any PARTY may terminate the SETTLEMENT AGREEMENT if the COURT declines to enter the APPROVAL ORDER or judgment in the form submitted by the PARTIES, a Court of Appeal reverses the entry of a APPROVAL ORDER or judgment, or the settlement as agreed does not become final for any other reason, provided, the PARTIES agree to work cooperatively and in good faith in an attempt to address and resolve any concerns identified by the COURT or a Court of Appeal in declining to enter the APPROVAL ORDER or judgment in the form submitted by the PARTIES.
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Grounds for Settlement Termination. Any Party may terminate the Settlement Agreement if the Court declines to enter the Approval Order or judgment in the form submitted by the Parties, or if a Court of Appeals reverses the entry of an Approval Order or judgment. Additionally, should Defendants file for bankruptcy prior tothe Final Effective Date, Plaintiff may terminate this Settlement Agreement.
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Related to Grounds for Settlement Termination

  • Early Contract Termination The State may terminate this contract in whole or in part by giving fifteen (15) days written notice to the Purchaser when it is in the best interests of the State. If this contract is so terminated, the State shall be liable only for the return of that portion of the initial deposit that is not required for payment, and the return of unapplied payments. The State shall not be liable for damages, whether direct or consequential.

  • Termination for Catastrophe In event of Catastrophic Damage, this contract may be modified un- der B8.32, following rate redetermination under B3.32, or terminated under this Subsection. Such termination shall not be considered a termination under B8.34.

  • Termination for Market Change (a) In the event of delay or interruption under B8.33, exceeding 90 days, and Contract has not been modified to include replacement timber, this contract may be terminated upon election and written notice by Purchaser, if (i) a rate redetermination for market change under B3.33 shows that the appraised weighted average Indicated Advertised Rate of all Included Timber remaining immediately prior to the delay or interruption has been reduced through a market change by an amount equal to or more than the the weighted average Current Contract Rate, or (ii) the appraised value of the remaining timber is insufficient to cover the adjusted base rates as determined under B3.33.

  • Termination of Settlement If the Settlement is terminated as provided in the Stipulation, this Order shall be vacated, rendered null and void and be of no further force and effect, except as otherwise provided by the Stipulation, and this Order shall be without prejudice to the rights of Plaintiffs, the other Class Members and Defendants, and the Parties shall revert to their respective positions in the Action as of immediately prior to August 24, 2015, as provided in the Stipulation.

  • Termination for Change of Control This Agreement may be terminated immediately by SAP upon written notice to Provider if Provider comes under direct or indirect control of any entity competing with SAP. If before such change Provider has informed SAP of such potential change of control without undue delay, the Parties agree to discuss solutions on how to mitigate such termination impact on Customer, such as stepping into the Customer contract by SAP or by any other Affiliate of Provider or any other form of transition to a third party provider.

  • Termination Settlement Upon the occurrence of any Acceleration Event, Dealer shall have the right to designate, upon at least one Scheduled Trading Day’s notice, any Scheduled Trading Day following such occurrence to be a Settlement Date hereunder (a “Termination Settlement Date”) to which Physical Settlement shall apply, and to select the number of Settlement Shares relating to such Termination Settlement Date; provided that (i) in the case of an Acceleration Event arising out of an Ownership Event, the number of Settlement Shares so designated by Dealer shall not exceed the number of Shares necessary to reduce the Share Amount to reasonably below the Post-Effective Limit and (ii) in the case of an Acceleration Event arising out of a Stock Borrow Event, the number of Settlement Shares so designated by Dealer shall not exceed the number of Shares as to which such Stock Borrow Event exists. If, upon designation of a Termination Settlement Date by Dealer pursuant to the preceding sentence, Counterparty fails to deliver the Settlement Shares relating to such Termination Settlement Date when due or otherwise fails to perform obligations within its control in respect of the Transaction, it shall be an Event of Default with respect to Counterparty and Section 6 of the Agreement shall apply. If an Acceleration Event occurs during an Unwind Period relating to a number of Settlement Shares to which Cash Settlement or Net Share Settlement applies, then on the Termination Settlement Date relating to such Acceleration Event, notwithstanding any election to the contrary by Counterparty, Cash Settlement or Net Share Settlement shall apply to the portion of the Settlement Shares relating to such Unwind Period as to which Dealer has unwound its hedge (assuming that Dealer has a commercially reasonable hedge and unwinds its hedge in a commercially reasonable manner) and Physical Settlement shall apply in respect of (x) the remainder (if any) of such Settlement Shares and (y) the Settlement Shares designated by Dealer in respect of such Termination Settlement Date. If an Acceleration Event occurs after Counterparty has designated a Settlement Date to which Physical Settlement applies but before the relevant Settlement Shares have been delivered to Dealer, then Dealer shall have the right to cancel such Settlement Date and designate a Termination Settlement Date in respect of such Shares pursuant to the first sentence hereof. Notwithstanding the foregoing, in the case of a Nationalization or Merger Event, if at the time of the related Relevant Settlement Date the Shares have changed into cash or any other property or the right to receive cash or any other property, the Calculation Agent shall adjust the nature of the Shares as it determines appropriate to account for such change such that the nature of the Shares is consistent with what shareholders receive in such event. If Dealer designates a Termination Settlement Date as a result of an Acceleration Event caused by an excess dividend of the type described in Paragraph 7(f)(ii), no adjustments(s) shall be made to the terms of this contract to account for the amount of such excess dividend.

  • Termination Upon Change of Control Notwithstanding anything to the contrary herein, this Agreement (excluding any then-existing obligations) shall terminate upon (a) the acquisition of the Company by another entity by means of any transaction or series of related transactions to which the Company is party (including, without limitation, any stock acquisition, reorganization, merger or consolidation but excluding any sale of stock for capital raising purposes) other than a transaction or series of transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction continue to retain (either by such voting securities remaining outstanding or by such voting securities being converted into voting securities of the surviving entity), as a result of shares in the Company held by such holders prior to such transaction, at least fifty percent (50%) of the total voting power represented by the voting securities of the Corporation or such surviving entity outstanding immediately after such transaction or series of transactions; or (b) a sale, lease or other conveyance of all substantially all of the assets of the Company.

  • Termination Upon a Change of Control (a) In the event a Change of Control (as defined below) occurs, and within 24 months after such Change of Control: (i) your employment with the Company is terminated by you pursuant to a Termination for Good Reason (as defined below); or (ii) your employment with the Company is terminated by the Company for any reason other than death, disability or for Cause pursuant to Sections 9(a), (b) or (c); or (iii) this Agreement is not renewed due to a Termination Notice given by the Company, as provided in Section 1(a), (the events under clauses (i), (ii) and (iii) herein collectively called a "Change of Control Termination"), you shall be entitled to receive the payments and benefits set forth in Section 10(e) and (f) below, which payments and benefits shall be in substitution for, and not in addition to, the payments and benefits otherwise payable under Section 2(a) or 2(b) of this Agreement in the event of termination. Your right to receive such payments and benefits, other than the Accrued Obligations, shall be in consideration of your agreements under this Agreement, including but not limited to your agreement not to compete with the Company for two years after a Change of Control pursuant to Section 6, and shall be conditioned upon your execution of a Release. Such Release shall be substantially in the form of Exhibit A but may be modified by the Company as it deems appropriate to reflect changes in law or circumstances arising after the date of this Agreement; provided that no such modification shall increase any of your obligations to the Company over those contemplated by this Agreement, including Exhibit A hereto. (b) For purposes of the Agreement, a "Change of Control" shall be deemed to have occurred if: (i) any person (as defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and as used in Sections 13(d) and 14(d) thereof)), excluding the Company, any subsidiary and any employee benefit plan sponsored or maintained by the Company or any subsidiary (including any trustee of any such plan acting in his capacity as trustee), but including a "group" as defined in Section 13(d)(3) of the Exchange Act, becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of shares of the Company having at least 30% of the total number of votes that may be cast for the election of directors of the Company; (ii) the shareholders of the Company shall approve any merger or other business combination of the Company, sale of all or substantially all of the Company's assets or combination of the foregoing transactions (a "Transaction"), other than a Transaction involving only the Company and one or more of its subsidiaries, or a Transaction immediately following which the shareholders of the Company immediately prior to the Transaction continue to have a majority of the voting power in the resulting entity (excluding for this purpose any shareholder of the Company owning directly or indirectly more than 10% of the shares of the other company involved in the Transaction) and no person is the beneficial owner of at least 30% of the shares of the resulting entity as contemplated by Section 10(b)(i) above; or (iii) within any 24-month period beginning on or after the date hereof, the persons who were directors of the Company immediately before the beginning of such period (the "Incumbent Directors") shall cease (for any reason other than death) to constitute at least a majority of the Board of Directors of the Company or the board of directors of any successor to the Company, provided that any director who was not a director as of the date hereof shall be deemed to be an Incumbent Director if such director was elected to the Board by, or on the recommendation of or with the approval of, at least two-thirds of the directors who then qualified as Incumbent Directors either actually or by prior operation of this Section 10(b)(iii), unless such election, recommendation or approval was the result of an actual or threatened election contest of the type contemplated by Regulation 14a-11 under the Exchange Act or any successor provision. Notwithstanding the foregoing, no Change of Control of the Company shall be deemed to have occurred for purposes of this Agreement by reason of any actions or events in which you participate in a capacity other than in your capacity as an executive or director of the Company.

  • Termination for Just Cause In the event that the EMPLOYERS terminate the employment of the EMPLOYEE during the TERM because of the EMPLOYEE'S personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure or refusal to perform the duties and responsibilities assigned in this AGREEMENT, willful violation of any law, rule, regulation or final cease-and-desist order (other than traffic violations or similar offenses), conviction of a felony or for fraud or embezzlement, or material breach of any provision of this AGREEMENT (hereinafter collectively referred to as "JUST CAUSE"), the EMPLOYEE shall not receive, and shall have no right to receive, any compensation or other benefits for any period after such termination.

  • Termination in Connection with a Change of Control If during the two (2) year period that begins on the date that is one (1) year prior to a Change of Control and ends on that date which is one (1) year following a Change of Control, Conn’s (or its successor) terminates Executive’s employment other than for Cause or as a result of Executive’s death or Disability, or Executive voluntarily terminates his employment for Good Reason, Conn’s will pay the following amounts and provide the following benefits: (i) A lump-sum cash payment in an amount equal to three (3) times the Executive’s Base Salary, payable not later than ten (10) days following (A) Executive’s termination (if Executive’s employment terminates on or after the date of the Change of Control), or (B) the date of the Change of Control (if Executive’s employment terminates during the one-year period prior to the date of the Change of Control). Notwithstanding the provisions of Section 3(c)(i)(B), the amount payable to Executive under this Section 3(c)(i) shall be reduced by the payments, if any, received by Executive pursuant to Section 3(b)(i). (ii) During the eighteen (18) month period following such termination (the “Change of Control Severance Period”), Executive shall receive continued coverage under the Conn’s medical, dental, life, disability, and other employee welfare benefit plans in which senior executives of Conn’s are eligible to participate, to the extent Executive is eligible under the terms of such plans immediately prior to Executive’s termination. For purposes of clarity, during the term of this Agreement Conn’s shall provide Executive coverage under a major medical plan. Conn’s obligation to provide the foregoing benefits shall terminate upon Executive’s becoming eligible for comparable employee welfare benefits under a plan or arrangement provided by a new employer. Executive agrees to promptly notify Conn’s of any such employment and the material terms of any employee welfare benefits offered to Executive in connection with such employment. (iii) All awards held by Executive under the Conn’s Amended and Restated 2003 Incentive Stock Option Plan and/or the Conn’s 2011 Omnibus Incentive Plan shall immediately vest and, if applicable, continue to be exercisable during the Change of Control Severance Period as if Executive had remained an employee of Conn’s. The terms of this Section 3(c) are continuing in nature and shall survive until the one (1) year anniversary of the earlier of Executive’s termination of employment or termination of this Agreement.

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