PRELIMINARY AND FINAL APPROVAL Sample Clauses

PRELIMINARY AND FINAL APPROVAL. 7.1 Promptly after the execution of this Agreement, Class Counsel shall submit this Agreement together with its Exhibits to the Court and shall move the Court for Preliminary Approval of the settlement set forth in this Agreement, appointment of Class Counsel and the Class Representatives, and entry of Preliminary Approval, which order shall set a Final Approval Hearing date and approve the Notice and Claim Form for dissemination in accordance with the Notice Plan. 7.2 At the time of the submission of this Agreement to the Court as described above, Class Counsel and Defendant’s Counsel shall request that, after Notice is disseminated to the Settlement Class, the Court hold a Final Approval Hearing and approve the settlement of the Action as set forth herein. 7.3 After Notice is disseminated to the Settlement Class, the Parties shall request and obtain from the Court a Final Judgment. The Final Judgment will (among other things): (a) find that the Court has personal jurisdiction over all Settlement Class Members and that the Court has subject matter jurisdiction to approve this Agreement, including all exhibits thereto; (b) approve this Agreement and the proposed settlement as fair, reasonable and adequate as to, and in the best interests of, the Settlement Class Members; direct the Parties and their counsel to implement and consummate this Agreement according to its terms and provisions; and declare this Agreement to be binding on, and have res judicata and preclusive effect in, all pending and future lawsuits or other proceedings maintained by or on behalf of Plaintiffs and all other Settlement Class Members, Releasing Parties, and their heirs, executors and administrators, successors and assigns; (c) find that the Notice and the Notice Plan implemented pursuant to this Agreement (1) constitute the best practicable notice under the circumstances, (2) constitute notice that is reasonably calculated, under the circumstances, to apprise Settlement Class Members of the pendency of the Action, their right to object to or exclude themselves from this Agreement and to appear at the Final Approval Hearing, (3) are reasonable and constitute due, adequate and sufficient notice to all Persons entitled to receive notice, and (4) meet all applicable requirements of the Federal Rules of Civil Procedure, the Due Process Clause of the United States Constitution and the rules of the Court; (d) find that the Class Representatives and Class Counsel adequately represented th...
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PRELIMINARY AND FINAL APPROVAL. Within 5 days of the execution of this Agreement, Plaintiffs shall file in the Court a motion for preliminary approval of the Settlement, and supporting memoranda, and will share with Virgin Scent’s counsel a draft of the motion and memoranda before filing. The Settling Parties shall request that, within the timeframe set forth herein, and in accordance with Rule 23 of the Federal Rules of Civil Procedure, the Court enter an Order Preliminarily Approving the Settlement and Providing for Notice, the form of which is attached to this Agreement as Exhibit A, that accomplishes the following: (a) certifies the Settlement Class; (b) appoints Class Counsel; (c) appoints the Class Administrator; (d) establishes the time periods and deadlines for Class Notice, Opt-outs, Objections, and a Final Fairness Hearing; and (e) establishing the date for the Final Fairness Hearing. Following entry of the Order Preliminarily Approving the Settlement and Providing for Notice, Plaintiffs then shall file a motion for final approval of the Settlement, and supporting memoranda, and will share with Xxxxxx Xxxxx’s counsel a draft of the motion and memoranda before filing. The Settling Parties shall request that the Court; (a) approve the Settlement, including the Plan of Payment; and (b) enter the Judgment and the Attorneys’ Fee, Costs, and Expenses Award.
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PRELIMINARY AND FINAL APPROVAL. 5.1 As soon as practicable after execution of this Settlement Agreement, Class Counsel shall file a motion with the court for preliminary approval of the Settlement Agreement, requesting entry of a Preliminary Approval Order substantially in the form attached hereto as Exhibit 3, requesting: (a) Certification of the Class for settlement purposes only; (b) Preliminary approval of this Settlement Agreement; (c) Appointment of Xxxxxxx X. Xxxxxxxx, of Xxxxxxxx & Xxxxxxxx, as Lead Counsel. (d) Appointment of Xxxxxxx Xxxxxx of OlsenDaines, Xxxxx Xxxxx of The Law Office of Xxxxx Xxxxx and Xxxxxx Xxxxxx of Xxxxxx & Xxxxxx LLP, together with Lead Counsel, as Class Counsel. (e) Appointment of the Representative Plaintiffs as Class representatives. (f) Approval of the Notice Program described in Section 6; (g) Approval of a publication notice form, in-store notice, and website notice in substantially the form attached as Exhibit 4; (h) Appointment of the Claims Administrator; (i) A deadline for the submission of objections to the Settlement Agreement; (j) A deadline for the submission of any written notice by a Class Member to opt out of the Settlement Agreement as provided for in section 7 below; and (k) A hearing date for a motion for final approval. (l) Approval of a Claim Form substantially similar to that attached hereto as Exhibit 1. 5.2 Upon the expiration of the time provided for in the Preliminary Approval Order for objections to the Settlement Agreement, Class Counsel shall file a motion for final approval of the Settlement Agreement. The proposed Final Approval Order and General Judgment that shall be filed with a motion for final approval shall be in form substantially similar to the form attached hereto as Exhibit 2, and shall: and reasonable; (a) Determine that the Settlement Agreement is fair, adequate, (b) Finally certify the Settlement Class, for settlement purposes only; (c) Determine that the Notice Program satisfies due process requirements; (d) Dismiss all claims in the Action with prejudice; (e) Release and forever discharge Burgerville and the other Released Persons from the Released Claims; and (f) Bar and enjoin the Settlement Class Members from asserting any of the Released Claims.
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PRELIMINARY AND FINAL APPROVAL. 10.1. Plaintiff, through Class Counsel, will request that the Court enter a preliminary approval order in the form attached hereto as Exhibit C and schedule the Fairness Hearing for purposes of determining the fairness of the Settlement, considering the motions for approval of Class Counsel’s Fees and Expenses and Plaintiff’s Service Award, granting final approval of the Settlement and this Agreement, and entering the Order and Judgment. 10.2. Class Counsel will file a Motion for Final Approval of the Settlement and an Application for Fees and Expenses no later than 14 days after the Notice Date. The Motion for Final Approval of the Settlement will include the Class List and a proposed Final Order and Judgment in a form agreed to by the Parties. The Final Approval Order proposed by the Parties will, among other things: (a) approve the proposed Settlement as fair, reasonable, and adequate;
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PRELIMINARY AND FINAL APPROVAL. On or before July 2, 2021, Plaintiffs shall file in the Court a motion for preliminary approval of the Settlement, and supporting memoranda, and will share a draft of the motion and memoranda before filing. The Settling Parties shall request that, within the timeframe set forth herein, and in accordance with Rule 23 of the Federal Rules of Civil Procedure, the Court: (a) certify the Settlement Class; (b) appoint Class Counsel; (c) appoint the Class Administrator; (d) establish the time periods and deadlines for Class Notice, Opt-outs, Objections, and a Final Fairness Hearing; and (e) hold the Final Fairness Hearing. Following an order of preliminary approval, Plaintiffs then shall file a motion for final approval of the Settlement, and supporting memoranda, and will share a draft of the motion and memoranda before filing. The Settling Parties shall request that the Court; (a) approve the Settlement, including the Plan of Payment; and (b) enter the Judgment and the Attorneys’ Fee, Costs, and Expenses Award.
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PRELIMINARY AND FINAL APPROVAL. 10.1. On or before the date in which they file for preliminary approval, Plaintiffs, through Class Counsel, will submit, by joint stipulation of the Parties, a second amended class action complaint that: (a) conforms the class allegations to match the definition of the Settlement Class; and (b) adds each Plaintiff, as a party plaintiff, that Class Counsel deem necessary to effectuate approval of this Agreement. Defendants shall file an answer to the second amended complaint in due course. In the event the Settlement is not approved and cannot be cured pursuant to Paragraph 11.1, the Parties agree that the second amended complaint shall be withdrawn and that the Action shall proceed as it was previously pled without prejudice to any Party. 10.2. The Parties shall, before the filing of Plaintiffs’ motion for preliminary approval, inform the court in each Related Action of the pendency of this Agreement and also file joint motions to stay all of the proceedings in the Related Actions pending the entry of the Order and Judgment in this Action. In the event any court in a Related Action raises any concerns regarding the Agreement, the Parties will work in good faith to resolve those concerns consistent with the terms and intent of this Agreement prior to or in conjunction with seeking preliminary approval in this Action. It is the Parties’ intent to effectuate a global settlement encompassing the Related Actions in the Xxxxxxxx Action. However, in the event one or more Related Actions cannot be settled as part of Xxxxxxxx, the Parties agree that the portion of the Settlement Fund allocated under the Distribution Plan to Settlement Class Members covered by such Related Action(s) shall be divided into a separate settlement fund and a separate settlement agreement, with terms materially the same as this Agreement, which shall be executed and approval sought before the presiding judge in the relevant Related Action promptly. In the event such a division is necessary, the subsequent settlement shall be treated as an independent and separate settlement agreement. Failure of one settlement to be approved shall not affect the finality of any other settlement. No change may be made to the Distribution Plan or any allocation under the Distribution Plan that changes Defendants’ financial obligations under this Agreement. Any disputes regarding the application of the terms of this Agreement to the new settlement agreement(s) shall be resolved with the assistance of the Xxx...
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PRELIMINARY AND FINAL APPROVAL. 59. The Bucks will immediately move for a preliminary determination regarding certification of the Settlement Classes and approval of the Settlement, authorization to provide Class Notice, and the scheduling of the Fairness/Final Approval Hearing for consideration of final approval of the Settlement, which motion shall be unopposed by AGLIC. The motion for preliminary approval shall seek entry of the Preliminary Approval Order attached hereto as Exhibit E. 60. In accordance with a schedule to be set by the Court, Class Counsel will file a motion for final approval and judgment seeking certification of the Settlement Classes and final approval of the Settlement, and a motion for Class Counsel’s fees and expenses. The motion for final approval shall seek entry of the Final Approval Order and Judgment.
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PRELIMINARY AND FINAL APPROVAL. 16 10. RELEASE............................................................................................................ 17 11. INTERPRETATION AND ENFORCEMENT OF AGREEMENT ................... 18 19 20 21 22 23 24 25 26 27 28 1 SETTLEMENT AGREEMENT 2 Subject to approval by the Sacramento Superior Court, this settlement agreement 3 (“Agreement”) is entered into by and between Plaintiffs Xxxxx Xxxxx and Xxxxx Xxxxxxx, on behalf of themselves and the certified class they represent, and Defendants Capitol Express Lines,
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Related to PRELIMINARY AND FINAL APPROVAL

  • Final Approval After Acceptance, Engineer shall perform any required modifications, changes, alterations, corrections, redesigns, and additional work necessary to receive Final Approval by the County. "Final Approval" in this sense shall mean formal recognition that the Engineering Services have been fully carried out.

  • Preliminary Approval A. As soon as practicable after this Agreement is fully executed, for settlement purposes only, the Plaintiffs and Co-Lead Counsel shall request the Court to make preliminary findings, enter the Preliminary Approval Order granting conditional certification of the Class, subject to final findings and ratification in the Final Order and Judgment, and appoint the Plaintiffs as class representatives and Co-Lead Counsel as counsel for the Class. Neither Defendant nor Defendant’s Counsel will object to such requests for the purposes of effectuating the Settlement. Such agreement not to object to class certification shall extend only as necessary to effectuate the Settlement. As set forth in the draft Preliminary Approval Order, the Plaintiffs shall request the Court to enter an order: 1. preliminarily approving and finding this Agreement and the Settlement as being fair, reasonable, and adequate; 2. conditionally certifying the Litigation as a settlement class action under Rule 23(b)(3) and (e) of the Federal Rules of Civil Procedure; 3. appointing Plaintiffs as class representatives and Co-Lead Counsel as counsel for the Class; 4. preliminarily approving the form, manner, and content of the Class Notice, as provided herein, and finding that notice is fair, reasonable, and the best notice practicable under the circumstances in connection with notifying the Class Members of their rights and responsibilities under the Settlement and satisfying due process and Rule 23 of the Federal Rules of Civil Procedure; 5. appointing the Settlement Administrator to send Class Notice and administer the Settlement; 6. providing that Class Members will have until a date certain to object to or file a request for exclusion from the Settlement, as provided herein;

  • Preliminary Approval Order “Preliminary Approval Order” means the order of the Court preliminarily approving this Settlement Agreement.

  • PRELIMINARY APPROVAL OF SETTLEMENT Promptly upon execution of this Stipulation, Lead Plaintiffs will move for preliminary approval of the Settlement, certification of the Settlement Class for settlement purposes only, and the scheduling of a hearing for consideration of final approval of the Settlement, which motion shall be unopposed by Defendants. Concurrently with the motion for preliminary approval, Lead Plaintiffs shall apply to the Court for, and Defendants shall agree to, entry of the Preliminary Approval Order, substantially in the form attached hereto as Exhibit A.

  • Final Approval Hearing “Final Approval Hearing” shall mean the hearing at which the Court will consider and finally decide whether to enter the Final Judgment.

  • MOTION FOR FINAL APPROVAL Not later than 16 court days before the calendared Final Approval Hearing, Plaintiff will file in Court, a motion for final approval of the Settlement that includes a request for approval of the PAGA settlement under Labor Code section 2699, subd. (l), a Proposed Final Approval Order and a proposed Judgment (collectively “Motion for Final Approval”). Plaintiff shall provide drafts of these documents to Defense Counsel not later than seven days prior to filing the Motion for Final Approval. Class Counsel and Defense Counsel will expeditiously meet and confer in person or by telephone, and in good faith, to resolve any disagreements concerning the Motion for Final Approval.

  • Authority; No Conflict; Required Filings and Consents (a) The Fund has all requisite power and authority to enter into this Agreement and, subject to the approval of this Agreement by the Partners under the FRULPA and the Fund LP Agreement, to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement by the Fund have been duly authorized by all necessary action on the part of the Fund, subject to the approval of this Agreement by the Partners under the FRULPA and the Fund LP Agreement. This Agreement has been duly executed and delivered by the Fund and constitutes the valid and binding obligation of the Fund, enforceable in accordance with its terms, except that the enforceability of this Agreement is subject only to the approval of this Agreement by the Partners under the FRULPA and the Fund LP Agreement. (b) The execution and delivery of this Agreement by the Fund does not, and, subject to the approval of this Agreement by the Partners under the FRULPA and the Fund LP Agreement, the consummation of the transactions contemplated by this Agreement will not, (i) conflict with, or result in any violation or breach of, any provision of the Fund LP Certificate, the Fund LP Agreement or the charter, bylaws, or other organizational document of any of the Fund’s Subsidiaries, (ii) except as set forth on Section 4.3(b) of the Fund Disclosure Schedule, conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any material benefit) under, require a consent or waiver under, or result in the creation of a security interest, lien, claim, pledge, agreement, limitations in the Fund’s voting right, charge or other encumbrance of any nature on any of the properties or assets of the Fund or any of its Subsidiaries pursuant to any of the terms, conditions or provisions of, any note, bond, mortgage, indenture, lease, license, contract or other agreement, instrument or obligation to which the Fund or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, (iii) subject to compliance with the requirements specified in clauses (i), (ii), (iii) and (iv) of Section 4.3(c), conflict with or violate any permit, concession, franchise, license, judgment, injunction, order, decree, statute, law, ordinance, rule or regulation applicable to the Fund or any of its Subsidiaries or any of its or their properties or assets; or (iv) except as set forth on Section 4.3(b) of the Fund Disclosure Schedule, require the Fund under the terms of any agreement, contract, arrangement or understanding to which it is a party or by which it or its assets are bound, to obtain the consent or approval of, or provide notice to, any other party to any such agreement, contract, arrangement or understanding, except in the case of clauses (i), (ii), (iii) and (iv) of this Section 4.3(b) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, failure to obtain consent or approval or failure to notify which could not, individually or in the aggregate, reasonably be expected to have a Fund Material Adverse Effect. (c) No consent, approval, license, permit, order or authorization of, or registration, declaration, notice or filing with, any Governmental Entity is required by or with respect to the Fund or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated by this Agreement, except for (i) the filing of the Acquisition LLC Articles of Merger with the Maryland Department of Assessments and Taxation, the filing of the Fund Articles of Merger with the Florida Department of State, and appropriate corresponding documents with the Secretaries of State of other states in which the Fund is qualified as a foreign corporation to transact business, (ii) the filing of reports with the SEC in accordance with the Exchange Act, (iii) the compliance with any state securities laws, and (iv) any consent, approval, license, permit, order, authorization, registration, declaration, notice or filing, which, if not obtained or made, could not, individually or in the aggregate, reasonably be expected to have a Fund Material Adverse Effect. (d) As of the date of this Agreement, the General Partners have (i) unanimously approved and declared advisable this Agreement to which the Fund is a party, (ii) determined that the transactions contemplated hereby are advisable, fair to and in the best interests of the Partners, (iii) resolved to recommend approval of this Agreement, the Merger, and the other transactions contemplated hereby to the Partners and (iv) directed that this Agreement be submitted to the Partners for their approval and authorization. As of the date of this Agreement, none of the General Partners have withdrawn, rescinded or modified such approvals, determination, and resolutions to recommend. The affirmative vote of all of the General Partners and the holders of a majority of Fund Interests is the only vote of the holders of any interest in the Fund necessary to approve and authorize this Agreement, the Merger and the other transactions contemplated hereby. (e) Except as set forth in Section 4.3(e) of the Fund Disclosure Schedule, to the Fund’s Knowledge, there is no agreement or order binding upon the Fund or any of its Subsidiaries or any of their assets or properties which has had or could reasonably be expected to have the effect of prohibiting or materially impairing any current business practice of the Fund or any of its Subsidiaries or the conduct of business by the Fund or any of its Subsidiaries as currently conducted or as proposed to be conducted by the Fund or any of its Subsidiaries. To the Fund’s Knowledge, neither the Fund nor any of its Subsidiaries is subject to any non-competition, non-solicitation or similar restriction on their respective businesses. “Fund’s Knowledge” means knowledge of a particular fact or other matter by Xxxxx X. Xxxxxx, Xx. or Xxxxxx X. Xxxxxx, if such individual is actually aware of such fact or other matter.

  • Written Approval Except with the prior written approval of Authority, which shall not be unreasonably withheld, conditioned, or delayed, Company will not erect, maintain, or display any signs or any advertising at or on the Premises or Common Use Areas.

  • Review and Approval The Supplier confirms and agrees that it shall apply to receive ISR's written consent, wherever ISR's consent, explicitly or implied, is required according to this Agreement. This requirement and the provision of ISR consent, shall not derogate in any way from Supplier's responsibilities and liabilities under this Agreement, and ISR shall bear no responsibility or liability whatsoever in connection with the review (whether or not there are objections) and/or with any approval given to, or denied from, Supplier, with respect to any matter and/or document, including but without limitation, drawings, designs (at all phases), plans, tests or otherwise.

  • Regulatory Approvals; No Defaults (a) No consents or approvals of, or waivers by, or filings or registrations with, any Governmental Authority or with any third party are required to be made or obtained by NBT or any of its Subsidiaries in connection with the execution, delivery or performance by NBT or NBT Bank of this Agreement or to consummate the transactions contemplated hereby, except for filings of applications, notices or waiver requests, and consents, approvals or waivers described in Section 4.08(b). As of the date hereof, NBT has no Knowledge of any reason why the approvals set forth above and referred to in Section 6.01(a) will not be received in a timely manner. (b) Subject to the receipt of all consents, approvals, waivers or non-objections of a Governmental Authority required to consummate the transactions contemplated by this Agreement, including, without limitation, (1) approvals, waivers or non-objections of each of the FRB and the OCC, as required (“Regulatory Approvals”), (2) the required filings under federal and state securities laws, (3) the declaration of effectiveness of the Merger Registration Statement by the SEC, and (4) approval of the listing of NBT Stock to be issued in connection with the Merger on NASDAQ, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby (including, without limitation, the Merger) by NBT and NBT Bank do not and will not (i) constitute a breach or violation of, or a default under, result in a right of termination, or the acceleration of any right or obligation under, any law, rule or regulation or any judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise or other agreement of NBT or of any of its Subsidiaries or to which NBT or any of its Subsidiaries, properties or assets is subject or bound, (ii) constitute a breach or violation of, or a default under, the Restated Certificate of Incorporation, as amended, and Amended and Restated Bylaws of NBT or other organizational documents of NBT or NBT Bank, or (iii) require the consent or approval of any third party or Governmental Authority under any such law, rule, regulation, judgment, decree, order, permit, license, credit agreement, indenture, loan, note, bond, mortgage, reciprocal easement agreement, lease, instrument, concession, franchise or other agreement, except, in the case of clauses (i) and (iii), for such violations, conflicts, breaches or defaults which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on NBT or NBT Bank. (c) As of the date of this Agreement, NBT has no Knowledge of any reasons relating to NBT or NBT Bank (including, without limitation, compliance with the CRA or the USA PATRIOT Act) why any of the Regulatory Approvals shall not be received from the applicable Governmental Authorities having jurisdiction over the transactions contemplated by this Agreement.

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