Fairness Order definition

Fairness Order has the meaning set forth in Section 6.03(b)(i).
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Fairness Order has the meaning set forth in Section 5.05(a). “FDIA” has the meaning set forth in Section 3.27.
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Fairness Order shall have the meaning as set forth in Section 7.2(a) of the Agreement.
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Examples of Fairness Order in a sentence

  • As promptly as practicable after the Fairness Order is issued or the Registration Statement is declared effective, as applicable, CCF shall duly call, give proper notice of, convene and hold a special meeting of the CCF shareholders (the “CCF Shareholder Meeting”) for the purpose of obtaining the CCF Shareholder Approval.

  • As promptly as practicable after the Fairness Order is issued or the Registration Statement is declared effective, as applicable, HBI shall duly call, give proper notice of, convene and hold a special meeting of the HBI shareholders (the “HBI Shareholder Meeting”) for the purpose of obtaining the HBI Shareholder Approval.

  • As applicable, either (i) the Fairness Order shall have been issued by the Securities Commissioner; or (i) (A) the Registration Statement shall have become effective under the Securities Act, (B) no stop order suspending the effectiveness of the Registration Statement shall have been issued, and (C) no proceedings for that purpose shall have been initiated by the SEC and not withdrawn.

  • As promptly as practicable after the Fairness Order is issued or the Registration Statement is declared effective, as applicable, Providence shall duly call, give proper notice of, convene and hold a special meeting of the Providence shareholders (the “Providence Shareholder Meeting”) for the purpose of obtaining the Providence Shareholder Approval.

  • Prior to the mailing of a Proxy Statement (which shall not be mailed prior to the issuance of the Fairness Order or, if applicable, the effectiveness of the Registration Statement), each of the Parties shall consult with the other Parties with respect to such filings and shall afford the other Parties and their respective representatives reasonable opportunity to comment thereon.

  • Each of Seller and Buyer agrees to use its reasonable best efforts to cause the Disclosure Statement (together with the Proxy Statement/Offering Circular), to be mailed to the holders of Seller Common Stock as promptly as reasonably practicable after issuance of the Fairness Order, with Seller bearing the printing and mailing expense.

  • Sound Bank agrees to use commercially reasonable efforts to convene the Sound Bank Meeting by the later of: (i) 90 days following the date of this Agreement or (ii) 60 days following the date of the Fairness Order issued by the Securities Administrator.

  • The Seller and Parent will respond to any comments from the Director of the Oregon Department of Consumer and Business Services or from the Oregon Division of Finance and Corporate Securities, and shall use their commercially reasonable efforts to have the Fairness Order granted as soon as practicable after such filing.

  • Upon receipt of the Fairness Order, the Seller shall, as promptly as possible this Agreement and the transactions contemplated hereby to the stockholders of Seller for approval and adoption as provided by the DGCL and to amend the Seller’s Certificate of Incorporation to change Seller’s corporate name to a new name bearing no resemblance to its present name.

  • The court incorporates herein by reference her order and oral statement of reasons (P-5) (initial Fairness Order).

Related to Fairness Order

  • Disclosure Statement Order means the order of the Bankruptcy Court approving the Disclosure Statement.

  • Sale Order means an order or orders of the Bankruptcy Court in form and substance reasonably acceptable to Buyer and Sellers approving this Agreement and all of the terms and conditions hereof, and approving and authorizing Sellers to consummate the transactions contemplated hereby.

  • Approval Order means (i) an order in the form attached hereto as Exhibit 2; or (ii) in the event of a timely objection to the motion to approve the Agreement that if sustained would reduce the full Settlement Amount available to pay Asbestos-Released Claims, an order in such form agreed to in writing by the Parties, entered by the Bankruptcy Court that (a) approves this Agreement, (b) authorizes the Parties to undertake the settlement and the sale of the Subject Policies as set forth in this Agreement, and (c) provides for the Injunction.

  • Fairness Opinion has the meaning set forth in Section 4.22.

  • Interim Order means the interim order of the Court, as the same may be amended, in respect of the Arrangement;

  • FCC Order means Federal Communications Commission Order 94-102 (61 Federal Register 40348)

  • Fairness Hearing means a hearing on the settlement proposed in this Settlement Agreement held by the Court to determine whether the proposed settlement is fair, reasonable, and adequate, and whether it should be finally approved by the Court.

  • Fairness Opinions means the opinions of the Financial Advisors to the effect that, as of the date of such opinion and based upon and subject to the assumptions, procedures, factors, limitations and qualifications set forth therein, the Consideration to be received by the Company Shareholders under the Arrangement is fair, from a financial point of view, to such Company Shareholders.

  • Bidding Procedures Order means that certain order of the Bankruptcy Court, entitled “Order (A) Approving Sale Procedures and Bid Protections, Including Break-Up Fee(s), In Connection With Sale Of Substantially All Assets; (B) Scheduling An Auction For And Hearing To Approve One Or More Sales; (C) Approving Notice Of Respective Date, Time And Place For Auction And For Hearing On Approval Of Sale(s),” entered on January 16, 2009.

  • Company Acquisition Proposal means any proposal for a merger or other business combination involving the Company or the acquisition of any equity interest in, or a substantial portion of the assets of, the Company, other than the transactions contemplated by this Agreement.

  • Parent Recommendation has the meaning set forth in Section 5.2(b).

  • Preliminary Approval Order means the order preliminarily approving the Settlement Agreement, certifying the Settlement Class for settlement purposes, and directing notice thereof to the Settlement Class, which will be agreed upon by the Parties and submitted to the Court in conjunction with Plaintiffs’ motion for preliminary approval of the Agreement.

  • Stop Loss Order means an order placed to close a position once it hits a specific price in order to protect yourself from further losses and avoid potential close-outs/stop-outs.

  • Final Order means, as applicable, an order or judgment of the Bankruptcy Court or other court of competent jurisdiction with respect to the relevant subject matter that has not been reversed, stayed, modified, or amended, and as to which the time to appeal or seek certiorari has expired and no appeal or petition for certiorari has been timely taken, or as to which any appeal that has been taken or any petition for certiorari that has been or may be filed has been resolved by the highest court to which the order or judgment could be appealed or from which certiorari could be sought or the new trial, reargument, or rehearing shall have been denied, resulted in no modification of such order, or has otherwise been dismissed with prejudice.

  • Disclosure Statement means the written disclosure statement that relates to this Plan, as approved by the Bankruptcy Court pursuant to section 1125 of the Bankruptcy Code and Bankruptcy Rule 3017, as such disclosure statement may be amended, modified or supplemented from time to time.

  • Settlement Fairness Hearing means the hearing set by the Court under Rule 23(e)(2) of the Federal Rules of Civil Procedure to consider final approval of the Settlement.

  • Sale Motion means the motion or motions of Sellers filed with the Bankruptcy Court seeking approval and entry of the Sale Order.

  • Confirmation Order means the order of the Bankruptcy Court confirming the Plan pursuant to section 1129 of the Bankruptcy Code.

  • Company Circular means the notice of the Company Meeting and accompanying management information circular, including all schedules, appendices and exhibits to, and information incorporated by reference in, such management information circular, to be sent to the Company Shareholders in connection with the Company Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of this Agreement.

  • Interim DIP Order means an interim order of the Bankruptcy Court approving the DIP Facilities Motion, which order shall be consistent in all material respects with this Agreement and the DIP Credit Agreements, and otherwise in form and substance acceptable to the Debtors and the Requisite Consenting Creditors.

  • Company Shareholder Approval has the meaning set forth in Section 4.03(d).

  • Required Shareholder Approval has the meaning in Section 2.20.

  • Bid Procedures Order means an Order of the Bankruptcy Court that (a) is in substantially the form set forth as Exhibit A to this Agreement or otherwise in a form reasonably satisfactory to the Sellers and acceptable to the Buyer in its sole discretion, and (b) approves procedures for the solicitation and consideration of competitive bids for the Assets under the terms and conditions of this Agreement and authorizing the protections set forth in Article 11 for the Buyer.

  • Stop Order means an instruction to create a Short Position when Our Price reaches a specified price.

  • Company Board Recommendation has the meaning set forth in Section 3.03(d).

  • Parent Board Recommendation has the meaning set forth in Section 5.12(a).