Notice and Court Approval Sample Clauses

Notice and Court Approval. 5.2.1 Issuance of a Claims Bar Order and Injunction (the “Bar Order”) in each of the Claimant’s Actions pending before the United States District Court for the District of Oregon, which Bar Order shall meet all of the requirements of Section 5.2 of this Settlement Agreement. Claimants will file a motion for said Bar Order. Claimants agree to give notice (the “Notice”) of the motion for the Bar Order to: (1) any person which has submitted a claim against CCL in the Receivership Actions, including, without limitation, those persons listed in Exhibit A and Exhibit B; (2) all persons identified as Non-Settling CCL Clients in Exhibit M; (3) all of the parties in any and all of Claimants’ Actions; (4) the persons listed on Exhibit C; (5) all of Claimants’ insurers; (6) any person whom Claimants believe may have subrogation rights; (7) any person against whom the Claimants have asserted or threatened the possible assertion of a claim based upon any of the events or transactions giving rise to any of the Claimants’ Actions, including without limitation, those persons listed on Exhibit F; (8) the participants in the ERISA-governed trust fund plans identified on Exhibit A and as many of the beneficiaries of the Non-ERISA trusts on Exhibit A as can reasonably be identified by Claimants; (9) to the extent not included in any previous category, every person who was a client of CCL as of September 21, 2000, as well as (10) giving the Notice by publication in The Oregonian, The Wall Street Journal, and in every publication of periodic circulation issued by any Claimant. Prior to issuance of the Notice, Claimants shall obtain an order from the United States District Court for the District of Oregon finding that the Notice fairly and adequately: (a) describes the terms and effect of this Settlement Agreement; (b) gives adequate notice of the time and place of the hearing of the motion for the Bar Order and of the terms and effect of the Bar Order; (c) describes how the recipients of the Notice may object to entry of the Bar Order; and (d) finds that Claimants’ proposed manner of communicating the Notice to the persons listed in this Section 5.2.1 as recipients of the Notice is the best notice practicable under the circumstances. Claimants and the Released Parties will jointly support the motion for the Bar Order and will not do anything inconsistent with obtaining it and will reasonably cooperate with one another in obtaining the Bar Order, except that such reasonable coop...
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Notice and Court Approval. After preliminary approval by the Court of the form of the Settlement Documents, the Parties will present the Settlement Documents to the Court for final approval as soon as practicable at a hearing (the “Fairness Hearing”) following dissemination of appropriate notice of the proposed Settlement to the Class. LSA shall cause such notice to be disseminated and pay the costs and expenses related to providing such notice. As used herein, the “Final Court Approval” of the Settlement means that the Court has entered an order approving the Settlement and dismissing the Rice Consolidated Class Action and the Sxxxxxxx Action with prejudice, and that such order is finally affirmed on appeal or is no longer subject to appeal and the time for any petition for reargument, appeal or review, by certiorari or otherwise, has expired. Subject to approval by the Court of the Settlement, Class Counsel intends to apply to the Court for an award of attorney’s fees and reimbursement of expenses (including expert fees and expenses) and Defendants reserve all of their rights to object to such application. Defendants (other than the individuals) shall pay the amount of fees and expenses, if any, awarded by the Court, provided, however, that if any of the Other Conditions set forth in paragraph 4 below are not satisfied, defendants shall have no obligation with respect to such award.
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Notice and Court Approval. Subject to prior Court approval of the form of the Settlement Documents, counsel for the parties will present the Settlement Documents to the Court for its approval as soon as practicable following dissemination of appropriate notice of the proposed Settlement to the Class. ALARIS or its successor shall disseminate such notice and pay the costs and expenses related to providing such notice. As used herein, “Final Court Approval” of the Settlement means that the Court has entered an order and judgment approving the Settlement and dismissing the Gehrer action with prejudice, and that such order is finally affirmed on appeal or is no longer subject to appeal or re-argument. Defendants and Cardinal Health agree to an award of plaintiff’s attorneys’ fees and expenses in the aggregate amount of $750,000, subject to Court approval, to be paid by XXXXXX or its successor (but not by any of the Individual Defendants) to Lerach Xxxxxxxx Xxxxx & Xxxxxxx LLP, as receiving agent for plaintiff’s counsel, upon either (x) Final Court Approval of the Settlement, or (y) if no objection has been made to the Settlement, within five business days after entry of the Court’s order and judgment approving the Settlement (subject to repayment by plaintiffs’ counsel to ALARIS or its successor in the event that the Court or an appellate court later vacates or reverses the order approving the Settlement or the fee award). These fees and expenses will not come out of moneys that otherwise would have been paid to the stockholders of ALARIS.
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Notice and Court Approval. Subject to prior Court approval of the Stipulation and the form of the Settlement Documents, the parties to the Action will present the Settlement Documents to the Court for approval as soon as practicable following dissemination of appropriate notice of the proposed Settlement to ASA shareholders. ASA or its successor shall pay the costs and expenses related to providing such notice. As used herein, "Final Court Approval" of the Settlement means that the Court has entered an order approving the Settlement and that such order is finally affirmed on appeal or is no longer subject to appeal and the time for any petition for reargument, appeal or review, by certiorari or otherwise, has expired. Plaintiffs' counsel intend to apply to the Court for an award of attorneys' fees and reasonable out-of-pocket disbursements. Subject to the terms and conditions of this Memorandum of Understanding and the contemplated Stipulation of Settlement, Plaintiffs' counsel will apply for an award of fees and expenses in an amount not exceeding in the aggregate $400,000, which the Defendants and other releasees will not oppose, to be paid by ASA or its successor in the amount awarded by the Court.
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Notice and Court Approval. Subject to prior Court approval of the Stipulation and the form of the Settlement Documents, the parties to the respective Delaware Actions will present the Settlement Documents to the Delaware Court of Chancery for approval as soon as practicable following appropriate notice of the proposed Settlement to the IC stockholders as to all claims asserted in the Actions as against the named plaintiffs and the stockholders of IC on whose behalf the Actions were brought, with no right to opt-out of the Settlement and without costs to any party except as provided herein. IC shall pay the costs and expenses related to providing notice of the Settlement to the IC stockholders. As used herein, "Final Court Approval" of the Settlement means that the Delaware Court of Chancery has entered an order approving the Settlement and that such order is finally affirmed on appeal or is no longer subject to appeal and the time for any petition for reargument, appeal or review, by certiorari or otherwise, has expired. Plaintiffs' counsel intend to apply to the Delaware Court of Chancery for an award of attorneys' fees and reasonable out-of-pocket disbursements. Subject to the terms and conditions of this Memorandum of Understanding and the contemplated Stipulation of Settlement, plaintiffs' counsel will apply for an award of fees in an amount not exceeding $925,000 and expenses in an amount not exceeding $25,000, which the defendants and other releasees will not oppose, to be paid by IC.
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Notice and Court Approval. Subject to prior Court approval of the Stipulation and the form of the Settlement Documents, the parties to the Actions will present the Settlement Documents to the Court for approval as soon as practicable following dissemination of appropriate notice of the proposed Settlement to Comair shareholders. The funds to pay the costs and expenses related to providing such notice will be paid by Defendants and shall not come from monies that otherwise would go to Comair shareholders. As used herein, "
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Notice and Court Approval. Subject to prior Court approval of the Stipulation and the form of the Settlement Documents, the parties to the respective Actions will present the Settlement Documents to the Delaware Court of Chancery for approval as soon as practicable following appropriate notice to the Swisher shareholders of the proposed Settlement with the named Plxxxxxxxs and the shareholders of Swisher on whose behalf the Actions were brought of all claims asxxxxxx in the Actions, with no right to opt out of the Settlement and
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Notice and Court Approval. The parties to the Action will present the Settlement Documents to the Court of Chancery of the State of Delaware for approval as soon as practicable. Subject to prior Court approval of the Stipulation and the form of the Settlement Documents, appropriate notice of the proposed Settlement pursuant to the Chancery Court Rules 23
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Notice and Court Approval. Subject to prior Court approval of the Stipulation and the form of the Settlement Documents, the parties to the respective Action will present the Settlement Documents to the Delaware Court of Chancery for approval as soon as practicable following appropriate notice of the proposed Settlement to the SMG shareholders as to all claims asserted in the Action by the named Plaintiff and the holders of SMG's Preferred Stock on whose behalf the Action was brought, without costs to any party except as provided herein. SMG shall pay the costs and expenses related to providing notice of the Settlement to the SMG shareholders. As used herein, "Final Court Approval" of the Settlement means that the Delaware Court of Chancery has entered an order approving the Settlement and awarding Plaintiff's attorneys' fees and expenses and that such order is finally affirmed, without modification of any substantive right of any party hereto, on appeal or is no longer subject to appeal and the time for any petition for reargument, appeal or review, by certiorari or otherwise, has expired, provided that any modification of the order approving the Settlement with respect to the amount of attorneys' fees and expenses awarded and/or any additional supplemental disclosure required shall not be considered a modification of a substantive right affecting Final Court Approval. Plaintiff's counsel intend to apply to the Delaware Court of Chancery for an award of attorneys' fees and reasonable out-of-pocket disbursements. Subject to the terms and conditions of this Memorandum of Understanding and the contemplated Stipulation of Settlement, Plaintiff's counsel will apply for a total award of attorneys' fees and expenses in an amount not exceeding $1,956,268.40, which amount shall be payable only out of the amount made available in order to increase in the Tender Offer price as set forth in paragraph 1(a) above, only after Final Court Approval, and only if the Tender Offer at the New Per Share Amount closes. The Defendants and other releasees will not oppose the foregoing application, but reserve their rights to object to any other or different application for attorneys' fees and expenses. In the event the Tender Offer at the New Per Share Amount does not close, but the Alternative Transaction does, the Released Persons shall continue to enjoy all of the benefits of the Settlement, including the release contemplated thereby, and Plaintiff's counsel reserves their right to petition the Court of ...
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Related to Notice and Court Approval

  • Court Approval This Agreement is subject to approval of the courts with respect to participating carriers in the hands of receivers or trustees.

  • Bankruptcy Court Approval (a) Sellers shall use all commercially reasonable efforts to obtain Bankruptcy Court approval of the Sale Order which, among other things, will contain findings of fact and conclusions of law (i) finding that this Agreement was proposed by the parties in good faith and represents the highest and best offer for the Purchased Assets; (ii) finding that Purchaser is a good faith purchaser under Section 363(m) of the Bankruptcy Code and that the provisions of Section 363(n) of the Bankruptcy Code have not been violated; (iii) authorizing and directing Sellers to consummate the transaction contemplated by this Agreement and sell only the Purchased Assets to Purchaser pursuant to this Agreement and Sections 363 and 365 of the Bankruptcy Code, free and clear of all Encumbrances (including any and all “interests” in the Purchased Assets within the meaning of Section 363(f) of the Bankruptcy Code), other than the Assumed Liabilities and the Permitted Encumbrances, such that Purchaser shall not incur any liability as a successor to the Business; (iv) authorizing and directing Sellers to execute, deliver, perform under, consummate and implement, this Agreement, together with all additional instruments and documents that may be reasonably necessary or desirable to implement the foregoing; (v) finding that Purchaser is not a successor in interest to Sellers or otherwise liable for any Retained Liability, (vi) finding that Purchaser’s acquisition of the Purchased Assets and assumption of the Assumed Liabilities does not reflect a significant continuity of the business of Sellers and permanently enjoins each and every holder of a Retained Liability from commencing, continuing or otherwise pursuing or enforcing any remedy, claim or cause of action against Purchaser relative to such Retained Liability; (vii) finding that the sale of the Purchased Assets does not constitute a sub xxxx plan of reorganization; and (viii) directing Sellers, at the direction of the Purchaser, to immediately consummate the sale of the Purchased Assets without awaiting the expiration of any applicable time period for appealing the Sale Order.

  • Bankruptcy Court Matters Promptly, copies of all pleadings, motions, applications, and other documents filed by any Credit Party with the Bankruptcy Court or distributed by any Credit Party to the office of the United States Trustee or to any official committee of creditors or interest holders.

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

  • Sale Order The Bankruptcy Court shall have entered the Sale Order and the Sale Order shall have become a Final Order.

  • No Court Order There is no order by any court providing for the revocation, alteration, limitation or other impairment of the Statute, the Financing Order, the Securitization Property or the Securitization Charges or any rights arising under any of them or that seeks to enjoin the performance of any obligations under the Financing Order.

  • Bankruptcy Court Order The Interim Bankruptcy Court Order or the Final Bankruptcy Court Order, as the case may be, is in full force and effect, and has not been reversed, stayed, modified or amended absent the consent of the Agent and the Borrower.

  • Right to Petition Court In the event that Indemnitee makes a request for payment of Indemnifiable Amounts under Sections 3 and 5 above or a request for an advancement of Indemnifiable Expenses under Sections 8 and 9 above and the Company fails to make such payment or advancement in a timely manner pursuant to the terms of this Agreement, Indemnitee may petition the Court of Chancery to enforce the Company’s obligations under this Agreement.

  • Consents or Approvals No consent of any other person or entity (including, without limitation, any creditor of the undersigned) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required in connection with the execution, delivery, performance, validity or enforceability of this Guaranty by it, except to the extent that the failure to obtain any of the foregoing could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

  • FCC Approval Notwithstanding anything to the contrary contained in this Agreement or in the other Loan Documents, neither the Administrative Agent nor any Lender will take any action pursuant to this Agreement or any of the other Loan Documents, which would constitute or result in a change in control of the Borrower or any of its Subsidiaries requiring the prior approval of the FCC without first obtaining such prior approval of the FCC. After the occurrence of an Event of Default, the Borrower shall take or cause to be taken any action which the Administrative Agent may reasonably request in order to obtain from the FCC such approval as may be necessary to enable the Administrative Agent to exercise and enjoy the full rights and benefits granted to the Administrative Agent, for the benefit of the Lenders by this Agreement or any of the other Loan Documents, including, at the Borrower’s cost and expense, the use of the Borrower’s best efforts to assist in obtaining such approval for any action or transaction contemplated by this Agreement or any of the other Loan Documents for which such approval is required by Law.

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