NOTICE OF PROPOSED SETTLEMENT Sample Clauses

NOTICE OF PROPOSED SETTLEMENT. 4.1 Following Preliminary Approval of this Settlement Agreement, the Parties shall provide Notice of the proposed Settlement as required by Federal Rule of Civil Procedure 23(e) and as required by the Court. The Parties will recommend to the Court that the Notice be provided as follows:
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NOTICE OF PROPOSED SETTLEMENT. 12.1. The Parties agree that reasonable notice of this Agreement, consistent with law, including the Due Process requirements of the United States Constitution, must be given to the members of the Settlement Class.
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NOTICE OF PROPOSED SETTLEMENT. MPI shall set a record date (the "Record Date"), which shall be no later than the 15th day following entry of the Scheduling Order, to determine the MPI Common Stockholders who shall be entitled to receive the Settlement Notice and to determine the Potential Settlement Class Members who shall be afforded an opportunity to opt out of the Settlement. Promptly after the Record Date, MPI shall cause the Settlement Notice to be sent to the Plaintiff, each Potential Settlement Class Member, and each MPI Common Stockholder as of the Record Date in the manner directed and approved by the Court. Costs of printing, mailing and publication of the Settlement Notice shall be paid by MPI. MPI will instruct its transfer agent to distribute a copy of the Settlement Notice together with any certificates of shares of MPI Preferred Stock that may be issued after the Record Date. The Settlement Notice shall direct brokers, nominees and others who hold of record for the account of another to provide copies of the Settlement Notice to any persons for whose account they purchase MPI Preferred Stock after the Record Date.
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NOTICE OF PROPOSED SETTLEMENT. If the RandH Buyers decide to settle any Product Warranty Claim, then the RandH Buyers will give the Ferro Sellers written notice of such decision. Such notice will provide the Ferro Sellers with (1) full particulars of the Product Warranty Claim, (2) the basis for the RandH Buyers' decision, (3) the payment or credit which the RandH Buyers propose to offer in settlement thereof, and (4) any amount which the RandH Buyers believe they are entitled to recover from the Ferro Sellers or to credit against the RandH Product Warranty Deductible (as defined in Section 8.4(E)(1) below) as a result of such proposed settlement.
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NOTICE OF PROPOSED SETTLEMENT. 10.1. Notice of the proposed Settlement shall be provided to Settlement Class Members pursuant to the Preliminary Approval Orders of the Courts. All of the costs of Notice (such as the costs of printing, mailing, and postage) shall be paid out of the Settlement Amount.
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NOTICE OF PROPOSED SETTLEMENT. 12.1 The cost of notice to Settlement Class Members shall be paid by GAF pursuant to subsection 12.5. Coordinating Class Counsel and GAF agree that reasonable notice consistent with the due process requirements of the United States Constitution shall be given to the Settlement Class pursuant to orders of the Court that so provide. To effectuate such notice, Class Counsel and GAF have agreed to engage Xxxxxxxx Media to advise them with respect to the providing of notice. Such notice shall include, but not be limited to, publication of summary notices as set forth in subsection 12.2 and mailing of long-form notices as set forth in subsection
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NOTICE OF PROPOSED SETTLEMENT. 6.1 The Settlement Administrator will certify the number and identity of the Settlement Class Members under the Settlement Class definitions, and compile final Settlement Class Member lists for each of the Settlement Classes. To assist in this process, Defendants shall provide, within thirty (30) days after entry of the Preliminary Approval Order, Settlement Class Member lists in readable electronic form to the Settlement Administrator. For each Settlement Class Member, Defendants shall provide, to the extent available, the name and last known address. In preparing the Settlement Class Member lists, Defendants shall use reasonable, good faith efforts to identify Settlement Class Members. The Settlement Administrator shall ensure that the information that it receives from Defendants and Settlement Class Members is secured and managed in such a way as to protect the security and confidentiality of the information, consistent with the privacy policies of Defendants and applicable law. Except as specifically provided in this Agreement, the Settlement Administrator shall not disclose or disseminate any information that it receives from Defendants and Settlement Class Members without the prior written consent of all Parties.
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Related to NOTICE OF PROPOSED SETTLEMENT

  • Notice of Proposed Transfer The Holder of the Shares shall deliver to the Company a written notice (the “Notice”) stating: (i) the Holder’s bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee (“Proposed Transferee”); (iii) the number of Shares to be transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Shares (the “Offered Price”), and the Holder shall offer the Shares at the Offered Price to the Company or its assignee(s).

  • Notice of Proposed Actions (a) In case the Company, after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class or to make any other distribution to the holders of record of its Preferred Stock (other than a regular periodic cash dividend), or (ii) to offer to the holders of record of its Preferred Stock or options, warrants, or other rights to subscribe for or to purchase shares of Preferred Stock (including any security convertible into or exchangeable for Preferred Stock) or shares of stock of any other class or any other securities, options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Stock or any recapitalization or reorganization of the Company, or (iv) to effect any consolidation or merger with or into, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Right Certificate, in accordance with Section 26 hereof, notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i), or such dividend or distribution, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assets, liquidation, dissolution or winding up is to take place and the record date for determining participation therein by the holders of record of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of record of the Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Preferred Stock, whichever shall be the earlier.

  • Notice of Proposed Transfers The holder of each certificate representing Restricted Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 4. Prior to any proposed sale, assignment, transfer or pledge of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transfer, the holder thereof shall give written notice to the Company of such holder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and, if requested by the Company, the holder shall also provide, at such holder's election and expense, either (i) a written opinion of legal counsel who shall be, and whose legal opinion shall be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, or (ii) a "no action" letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Company; provided, however, that no opinion of counsel or "no action" letter shall be required with respect to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacy. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend set forth in Section 3 above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and counsel for the Company such legend is not required in order to establish compliance with any provision of the Securities Act.

  • Notice of Proposed Transfer; Opinions of Counsel Prior to any transfer of any Call Warrant or portion thereof, the Warrant Holder will give 5 Business Days (or such lesser period acceptable to the Warrant Agent) prior written notice to the Warrant Agent of such Warrant Holder's intention to effect such transfer.

  • TRANSACTION NOTICE On any Trading Day during the Commitment Period, the Company may deliver a Transaction Notice to the Sales Agent (in the case of an Issuance) or the Forward Seller and the Forward Purchaser (in the case of a Forward), subject to the satisfaction of the conditions set forth in Sections 5.01 and 5.02; provided, however, that (i) the Issuance Amount or Forward Hedge Amount, as the case may be, for each Transaction as designated by the Company in the applicable Transaction Notice shall in no event exceed $100,000,000 for any Issuance or $50,000,000 for any Forward without the prior written consent of the Sales Agent or the Forward Seller, which may be withheld in the Sales Agent’s or the Forward Seller’s sole discretion and (ii) notwithstanding anything in this Agreement or the Master Forward Confirmation to the contrary, neither the Forward Purchaser, the Sales Agent nor the Forward Seller shall have any further obligations with respect to any Transaction Notice if and to the extent the aggregate Sales Price of the Shares sold pursuant thereto, together with the aggregate Sales Price of the Shares previously sold under the Sales Agency Agreements, shall exceed the Maximum Program Amount. The Company shall have the right, in its sole discretion, to amend at any time and from time to time any Transaction Notice; provided, however, that (i) the Company may not amend the Issuance Amount or Forward Hedge Amount, as the case may be, if such amended Issuance Amount or Forward Hedge Amount, as applicable, is less than the Actual Sold Issuance Amount or Actual Sold Forward Amount, as the case may be, as of the date of such amendment; (ii) the Company shall not have the right to amend a Transaction Notice specifying that it relates to a “Forward” after the related “Supplemental Confirmation” has been delivered to the Company; and (iii) no reduction in the Floor Price shall cause any sales of Shares executed pursuant to such Transaction Notice prior to the date of receipt of such amendment to be a breach of the terms hereof.

  • Notice of Certain Proposed Filings The Company will not file any amendment or supplement to the Registration Statement or the Final Prospectus prior to the Closing Date to which the Representative reasonably objects promptly after reasonable notice thereof, unless in the opinion of counsel to the Company such amendment or supplement is required by law; provided, however, that the foregoing requirement shall not apply to any of the Company’s periodic filings with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, other than filings of Current Reports on Form 8 K (to which the foregoing requirement shall apply), copies of which filings the Company will cause to be delivered to the Representative promptly after being transmitted for filing with the SEC. Neither the Representative’s consent to, nor the Underwriters’ delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 5 of this Agreement.

  • Amicable Settlement The Parties shall use their best efforts to settle amicably any dispute, controversy or claim arising out of this Contract or the breach, termination or invalidity thereof. Where the parties wish to seek such an amicable settlement through conciliation, the conciliation shall take place in accordance with the UNCITRAL Conciliation Rules then obtaining, or according to such other procedure as may be agreed between the parties.

  • Notice of Purchase In the case of a Mandatory Purchase, the Liquidity Provider shall be obligated to purchase all Outstanding VRDP Shares.

  • Settlement Notice Upon written request received from the Master Servicer, the Servicer shall provide any report relating to such settlement to the Master Servicer on a Hazard Insurance Loss Draft Notification, together with a summary of the disposition of the proceeds.

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