Settlement Fairness Hearing Sample Clauses

Settlement Fairness Hearing. If necessary, the Court will reconvene the settlement fairness hearing (the “Settlement Fairness Hearing”) on , 2022, at : _.m., at the Court of Chancery of the State of Delaware, , for the following purposes: (a) to determine whether the General Governors and their counsel have adequately represented the interests of Xxxxxx and its unitholders; (b) to determine whether the proposed Settlement of the Derivative Claims on the terms and conditions provided for in the Stipulation is fair, reasonable, and adequate to Xxxxxx and its unitholders, and should be approved by the Court; (c) to determine whether a Final Order and Judgment, substantially in the form attached as Exhibit 3 to the Stipulation, should be entered dismissing the Derivative Claims with prejudice; (d) to consider any objections to the Settlement of the Derivative Claims; and (e) to consider any other matters that may properly be brought before the Court in connection with the Settlement of the Derivative Claims.
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Settlement Fairness Hearing. The Court will hold a hearing (the “Settlement Fairness Hearing”) on , 2020 at : _.m., either in person at the United States District Court for the Western District of Wisconsin, Courtroom 260, United States Courthouse, 000 Xxxxx Xxxxx Xxxxxx, Madison, WI 00000000, or by telephone or video conference (in the discretion of the Court), for the following purposes: (a) to determine whether the proposed Settlement on the terms and conditions provided for in the Stipulation is fair, reasonable, and adequate to the Settlement Class, and should be finally approved by the Court; (b) to determine whether, for purposes of the Settlement only, the Action should be certified as a class action on behalf of the Settlement Class, Lead Plaintiffs should be certified as Class Representatives for the Settlement Class, and Lead Counsel should be appointed as Class Counsel for the Settlement Class; (c) to determine whether a Judgment substantially in the form attached as Exhibit B to the Stipulation should be entered dismissing the Action with prejudice against Defendants; (d) to determine whether the proposed Plan of Allocation for the proceeds of the Settlement is fair and reasonable and should be approved; (e) to determine whether the motion by Lead Counsel for an award of attorneys’ fees and Litigation Expenses should be approved; and (f) to consider any other matters that may properly be brought before the Court in connection with the Settlement. Notice of the Settlement and the Settlement Fairness Hearing shall be given to Settlement Class Members as set forth in paragraph 7 of this Order.
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Settlement Fairness Hearing. The Settlement Fairness Hearing shall be held to decide whether the Settlement, as set forth in this Agreement, shall be finally approved as fair, reasonable, and adequate. At or before the Settlement Fairness Hearing relating to final approval of this Settlement, Class Counsel shall comply with the terms of the Court’s Order on Notice and Preliminary Approval, including, without limitation, proof of mailing of the Notice which shall be filed by Class Counsel.
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Settlement Fairness Hearing. A Settlement Fairness Hearing shall be held on
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Settlement Fairness Hearing. The Court will hold a settlement fairness hearing (the “Settlement Fairness Hearing”) on , 2022, at (a) to determine whether Xxxxxxx and his counsel have adequately represented the interests of Xxxxxx and its unitholders; (b) to determine whether the proposed Settlement on the terms and conditions provided for in the Stipulation is fair, reasonable, and adequate to Xxxxxx and its unitholders, and should be approved by the Court; (c) to determine whether a Final Order and Judgment, substantially in the form attached as Exhibit C to the Stipulation, should be entered dismissing the Action with prejudice; (d) to consider any objections to the Settlement; and (e) to consider any other matters that may properly be brought before the Court in connection with the Settlement.
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Settlement Fairness Hearing. TO: ALL PERSONS AND ENTITIES WHO PURCHASED OR OTHERWISE ACQUIRED SCWORX CORPORATION (“SCWORX”) COMMON STOCK ON THE NASDAQ OR OTHER U.S. EXCHANGES OR IN A U.S. TRANSACTION BETWEEN APRIL 13, 2020 AND APRIL 17, 2020, INCLUSIVE (THE “SETTLEMENT CLASS”). Certain persons and entities are excluded from the Settlement Class as set forth in the Stipulation and Agreement of Settlement dated February 11, 2022 (“Stipulation”) and the Notice described below. YOU ARE HEREBY NOTIFIED, pursuant to Rule 23 of the Federal Rules of Civil Procedure and an Order of the United States District Court for the Southern District of New York, that the above-captioned action (“Action”) has been provisionally certified as a class action for the purposes of settlement only and that the parties to the Action have reached a proposed settlement of the Action (“Settlement”). A hearing will be held on June 29,-2022, at 2:30 p.m., before the Xxxxxxxxx Xxxx X. Koeltl, United States District Judge, at the Southern District of New York, 000 Xxxxx Xx., Xxxxxxxxx 00X, Xxx Xxxx, XX 00000-0000, for the purpose of dete1mining: a) whether the proposed Settlement of the claims alleged in the Action for a total value of no less than Three Million Three Hundred Thousand Dollars ($3,300,000.00), consisting of Two Million Seven Hundred Thousand Dollars ($2,700,000.00) in cash and the number of shares of SCWorx common stock that equate to a value of Six Hundred Thousand Dollars ($600,000.00), plus an additional one hundred thousand (100,000) shares of SCWorx common stock at then-current market values, is fair, reasonable, and adequate and should be approved by the Court; b) whether the Action should be dismissed with prejudice against the Defendants as set forth in the Stipulation; c) whether the Settlement Class should be certified for purposes of settlement; d) whether the proposed Plan of Allocation is fair and reasonable and should be approved by the Court; e) whether Lead Counsel’s request for an award of attorneys’ fees and reimbursement of Litigation Expenses should be approved by the Court; and f) any other relief the Court deems necessaiy to effectuate the tem1s of the Settlement. IF YOU ARE A MEMBER OF THE SETTLEMENT CLASS, YOUR RIGHTS WILL BE AFFECTED BY THE SETTLEMENT OF THIS ACTION, AND YOU MAY BE ENTITLED TO SHARE IN THE SETTLEMENT FUND. If you have not received a detailed Notice of (i) Pendency of Class Action and Proposed Settlement; (ii) Motion for an Award of Attorneys’ Fees and Reimbursem...
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Settlement Fairness Hearing. And (III) Motion For An Award Of Attorneys’ Fees And Reimbursement Of Litigation Expenses (the “Notice”). YOU ARE ALSO NOTIFIED that Lead Plaintiffs in the Action have reached a proposed settlement of the Action for $73,000,000 in cash (the “Settlement”), that, if approved, will resolve all claims in the Action. A hearing will be held on , 2017 at : _.m., before the Xxxxxxxxx Xxxxxxx X. Corrigan at the United States District Court for the Middle District of Florida, Xxxxx Xxxxxxx U.S. Courthouse, Courtroom 10D, 000 Xxxxx Xxxxx Xxxxxx, Jacksonville, FL 32202, to determine (i) whether the proposed Settlement should be approved as fair, reasonable, and adequate; (ii) whether the Action should be dismissed with prejudice against Defendants, and the Releases specified and described in the Stipulation And Agreement Of Settlement (and in the Notice) should be granted; (iii) whether the proposed Plan of Allocation should be approved as fair and reasonable; and (iv) whether Lead Counsel’s application for an award of attorneys’ fees and reimbursement of Litigation Expenses should be approved. If you are a member of the Settlement Class, your rights will be affected by the pending Action and the Settlement, and you may be entitled to share in the Settlement Fund. If you have not yet received the Notice and Claim Form, you may obtain copies of these documents by contacting the Claims Administrator at In re Rayonier Inc. Securities Litigation, X.X. Xxx 0000, Xxxxxxxx, XX 00000-0000, 0-000-000-0000. Copies of the Notice and Claim Form can also be downloaded from the website maintained by the Claims Administrator, xxx.XxxxxxxxXxxxxxxxxxXxxxxxxxxx.xxx. If you are a member of the Settlement Class, in order to potentially be eligible to receive a payment under the proposed Settlement, you must submit a Claim Form postmarked no later than If you are a member of the Settlement Class and wish to exclude yourself from the Settlement Class, you must submit a request for exclusion such that it is received no later than Any objections to the proposed Settlement, the proposed Plan of Allocation, or Lead Counsel’s motion for attorneys’ fees and reimbursement of expenses, must be filed with the Court and delivered to representatives of Lead Counsel and Defendants’ Counsel such that they are received no later than , 2017, in accordance with the instructions set forth in the Notice. Inquiries, other than requests for the Notice and Claim Form, should be made to Lead Counsel: -or- SAXEN...
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Settlement Fairness Hearing. On , a hearing will be held before the Xxxxxxxxx Xxxxxxx X. Kocoras in Courtroom 2325 at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx at (time) (the “Settlement Fairness Hearing”) to determine (a) whether the proposed Settlement of the Action as set forth in the Settlement is fair, reasonable, adequate, and in the best interest of the Classes; (b) whether the Court should grant final approval of the Settlement; and (c) whether a Final Judgment (as provided in the Settlement Agreement) should be entered.
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Settlement Fairness Hearing. At a reasonable time after the Court has preliminarily approved the Settlement Agreement but no earlier than 101 days after the filing of the motion requesting preliminary approval of the Settlement Agreement to provide CAFA Notice, the Court shall conduct a Settlement Fairness Hearing to determine final approval of the settlement along with the amounts properly payable for (i) attorneys’ fees and costs; (ii) the payments to Xxxxxxx Xxxx and Xxxxx Xxxxxxxxxx for their time and effort in prosecuting this matter, (iii) the costs of administration of the settlement, and (iv) the amount withheld from the settlement amount for the payment of late claims or unanticipated expenses. Upon final approval of the settlement by the Court at or after the Settlement Fairness Hearing, the Parties shall present the Final Order to the Court for its approval and entry and dismiss the case with prejudice. After entry of the Order, the Court shall have continuing jurisdiction for purposes of addressing (i) settlement administration matters; and (ii) such post-Final Order matters as may be appropriate under Court rules or as set forth in this Settlement Agreement.
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Related to Settlement Fairness Hearing

  • Fairness Hearing “Fairness Hearing” means the hearing before the Court relating to the Motion for Final Approval.

  • Settlement With respect to any Third Party Claims that relate solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affecting the business of the Indemnified Party in any manner, and as to which the indemnifying Party will have acknowledged in writing the obligation to indemnify the Indemnified Party hereunder, and subject to the Litigation Conditions being satisfied, the indemnifying Party will have the sole right to agree to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party, in its sole discretion, will deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 9.6(d)(i), the indemnifying Party will have authority to agree to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided it obtains the prior written consent of the Indemnified Party (such consent not to be unreasonably withheld, delayed or conditioned). The indemnifying Party will not be liable for any settlement or other disposition of a Loss by an Indemnified Party that is reached without the prior written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, no Indemnified Party will admit any liability with respect to or settle, compromise or discharge, any Third Party Claim without the prior written consent of the indemnifying Party, such consent not to be unreasonably withheld, delayed or conditioned.

  • 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.

  • Settlement Discussions This Agreement is part of a proposed settlement of matters that could otherwise be the subject of litigation among the Parties hereto. Nothing herein shall be deemed an admission of any kind. Pursuant to Federal Rule of Evidence 408 and any applicable state rules of evidence, this Agreement and all negotiations relating thereto shall not be admissible into evidence in any proceeding other than to prove the existence of this Agreement or in a proceeding to enforce the terms 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.

  • Settlement Price For any Valuation Date, the per Share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page WMGI <equity> AQR (or any successor thereto) in respect of the period from the scheduled opening time of the Exchange to the Scheduled Closing Time on such Valuation Date (or if such volume-weighted average price is unavailable, the market value of one Share on such Valuation Date, as determined by the Calculation Agent). Notwithstanding the foregoing, if (i) any Expiration Date is a Disrupted Day and (ii) the Calculation Agent determines that such Expiration Date shall be an Expiration Date for fewer than the Daily Number of Warrants, as described above, then the Settlement Price for the relevant Valuation Date shall be the volume-weighted average price per Share on such Valuation Date on the Exchange, as determined by the Calculation Agent based on such sources as it deems appropriate using a volume-weighted methodology, for the portion of such Valuation Date for which the Calculation Agent determines there is no Market Disruption Event.

  • Class Counsel Fees include the fees, disbursements, costs, interest, GST or HST (as the case may be) and other applicable taxes or charges thereon, including any amounts payable by Class Counsel or the Settlement Class Members to any other body or Person as a result of the Settlement Agreement, including the Fonds d’aide aux actions collectives in Québec.

  • Date of Settlement All offers of Certificated Securities solicited by a Selling Agent or made by a Purchasing Agent and accepted by the Company will be settled on a date (the “Settlement Date”) which is the third business day after the date of acceptance of such offer, unless the Company and the purchaser(s) agree to settlement (a) on another business day after the acceptance of such offer or (b) with respect to an offer accepted by the Company prior to 10:00 a.m., New York City time, on the date of such acceptance.

  • Exchange Stock Market Clearance On the Closing Date, the Company’s shares of Common Stock, including the Firm Shares, shall have been approved for listing on the Exchange, subject only to official notice of issuance. On the first Option Closing Date (if any), the Company’s shares of Common Stock, including the Option Shares, shall have been approved for listing on the Exchange, subject only to official notice of issuance.

  • Transaction Litigation Subject to entry into a customary joint defense agreement, the Company shall give Parent the opportunity to consult with the Company and participate in the defense or settlement of any shareholder litigation against the Company, any Company Subsidiary or their respective directors or officers (each, a “Company Party”) relating to this Agreement, the Merger or the other Transactions. None of the Company, any Company Subsidiary or any Representative of the Company shall compromise, settle or come to an arrangement regarding any such shareholder litigation, in each case unless Parent shall have consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed); provided that the Company may compromise, settle or come to an agreement regarding shareholder litigation made or pending against a Company Party, if each of the following conditions are met: (i) the resolution of all such litigation requires payment from the Company or any of the Company Subsidiaries or Representatives in an amount not to exceed the amount set forth in Section 6.12 of the Company Disclosure Schedule or the provision of disclosures to the shareholders of the Company relating to the Merger (provided that Parent shall be given reasonable opportunity to review and comment on any supplemental disclosure and the Company shall consider in good faith any reasonable changes thereto proposed by Parent); (ii) the settlement provides for no injunctive or similar relief prohibiting or mandating certain action by the Company, Parent, Merger Sub, Guarantor, the Surviving Corporation or any of their respective Affiliates, Subsidiaries or Representatives; (iii) the settlement provides that Parent and its Subsidiaries and Representatives are released from all liability in connection therewith with prejudice; (iv) none of Parent, Merger Sub, the Company, and their respective Subsidiaries and Representatives are required to admit any wrongdoing as part of the settlement, and (v) the withdrawal or dismissal (with prejudice) of all shareholder claims and actions then pending relating to this Agreement, the Merger or the other Transactions.

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