Motion to Approve Sale Sample Clauses

Motion to Approve Sale. As promptly as practicable after the date hereof, but in any event no later than January 16, 1998, Sellers shall file motions with the Bankruptcy Court for an order approving the sale of the Assets pursuant to ss.ss. 363(b) and 363(f) of the Xxxkruptcy Code and authorizing Sellers to assume and assign the Designated Contracts pursuant to ss. 365 of the Bankruptcy Code and authorizing Sellers to execute and deliver such instruments as Sellers are required to execute and deliver pursuant to the terms of this Agreement. Sellers shall give prompt notice of such motions, in accordance with Rules 6004 and 6006 of the Bankruptcy Rules, to the U.S. Trustee, to all other parties in interest who have filed a notice of appearance in the Bankruptcy Cases and as directed by the Bankruptcy Court. As part of the motion to approve the sale, Sellers shall request that the Bankruptcy Court's order provide that (i) Buyer is acting and has acted in good faith and is entitled to the protections of a buyer under Section 363(m) of the Bankruptcy Code; (ii) notice of the transactions contemplated by this Agreement has been properly given; (iii) the transfer of the Assets by Sellers to Buyer will be a legal, valid and effective transfer of the Assets notwithstanding any requirement for approval or consent by any Person; (iv) title to the Assets will be transferred to Buyer free and clear of (x) all Liens and claims, other than Permitted Liens, and (y) all rights or options to effect any forfeiture, modification or termination of Sellers' or Buyer's interest in the Assets by reason of such transfer, and any such Liens or claims which existed prior to the sale of the Assets shall attach to the Consideration paid to the Sellers; (v) neither Buyer nor EqualNet shall be deemed to be a successor to Sellers for any purpose, including claims arising out of the Employee Benefit Plans, other than ss. 1145(a) of the Bankruptcy Code; (vi) in the event the Preferred Shares are distributed to the creditors or equity security holders of any of Sellers in exchange for a claim against or interest in any of the Sellers in connection with plans or reorganization of Sellers, EqualNet shall be deemed to be persons that participate in good faith in the offer, issuance or sale of a security offered or sold under the plan or plans of the Sellers as provided in ss. 1125(e) of the Bankruptcy Code and a successor of the Sellers solely for purposes of Section 1145 of the Bankruptcy Code; and (vii) the transf...
Sample 1
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Motion to Approve Sale. In the event that the Bankruptcy Court grants the Sales Procedures Motion, at such time or times as may be appropriate consistent with the provisions of this Agreement, the Debtor shall prepare and file one or more motions seeking the approval of a sale (the “Motion to Approve Sale”). Each such Motion to Approve Sale shall seek the entry of an order (the “Order to Approve Sale”) that approves the sale of the Property consistent with this Agreement. The Debtor shall provide a draft of each such Motion to Approve Sale and Order to Approve Sale to Lender and the Trustee for their review and approval at least 7 days prior to the date the Debtor intends to file such motion and order. Each such Motion to Approve Sale and Order to Approve Sale shall be in a form and substance acceptable to Lender and the Trustee. Such Motion to Approve Sale shall be set for hearing no later than such time as is reasonably necessary for the same to be granted and the Order to Approve Sale entered such that Closing shall occur consistent with the provisions of this Agreement. The Parties shall support and consent to the granting of any such Motion to Approve Sale and entry of an Order to Approve Sale provided the same are consistent with the provisions of this Agreement.
Sample 1

Related to Motion to Approve Sale

  • Notification to New Employer In the event that I leave the employ of the Company, I hereby grant consent to notification by the Company to my new employer about my rights and obligations under this Agreement.

  • Shareholders' Approval The holders of not less than a majority of the outstanding common stock of the Purchaser shall have voted for authorization and approval of this Agreement and the transactions contemplated hereby.

  • Director Approval The Board of Directors of Holdings shall have approved this Agreement and the transactions contemplated herein.

  • Stockholders Approval (i) This Agreement shall have been approved by the requisite affirmative vote of the holders of shares of Company Common Stock present and voting at the Company Stockholders’ Meeting in accordance with applicable Law (the “Company Stockholders’ Approval”) and (ii) the issuance of Parent Common Stock in connection with the Merger shall have been approved by the requisite affirmative vote of the holders of Parent Common Stock entitled to vote thereon (“Parent Stockholders’ Approval”).

  • Approval Order The Bankruptcy Court shall have entered the Approval Order and such Order shall be a Final Order.

  • Filings; Other Actions; Notification (a) The Company and Parent shall, subject to Sections 6.2 and 6.3, cooperate with each other and use, and shall cause their respective Subsidiaries to use, their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable under this Agreement and applicable Laws and Orders to consummate and make effective the Merger and the other transactions contemplated by this Agreement as expeditiously as possible, including (i) preparing and filing all documentation to effect all necessary notices, reports and other filings (and in any event, by filing within ten (10) Business Days after the date of this Agreement the notifications, filings and other information required to be filed under the HSR Act and as promptly as practicable in the case of all other filings required under any Foreign Competition Laws with respect to the transactions contemplated hereby, which are set forth Section 7.1(b)(ii) of the Company Disclosure Letter) and to obtain as expeditiously as possible all consents, registrations, approvals, permits, expirations of waiting periods and authorizations necessary or advisable to be obtained from any third party and/or any Governmental Entity in order to consummate the Merger or any of the other transactions contemplated by this Agreement, (ii) satisfying the conditions to consummating the Merger, (iii) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger, (iv) obtaining (and cooperating with each other in obtaining) any consent, approval of, waiver or any exemption by, any non-governmental third party, in each case, to the extent necessary, proper or advisable in connection with the Merger and (v) executing and delivering any reasonable additional instruments necessary to consummate the transactions contemplated hereby and to fully carry out the purposes of this Agreement.

  • Approval of Stockholders If an option is granted by this Agreement prior to approval of the stockholders of the Plan, the option granted shall be null and void unless stockholder approval is obtained within twelve months after the Plan was adopted.

  • Notice of Regulatory Action To the extent permitted by applicable Law, each Seller shall promptly notify the applicable Purchaser of any action, claim, inquiry, audit, investigation or examination taken or made by a Government Authority that may affect the conduct of a Serviced Appointment and shall consult with such Purchaser as to any changes in duties or other arrangements hereunder to be taken in connection therewith.

  • Board of Director Approval This Agreement shall have been approved by the Board of Directors of Acquirer.

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