Bankruptcy Court Orders. The Companies shall have complied with the terms of all orders of the Bankruptcy Court in respect of the Investment, this Agreement and the Investment Agreement and Bidding Procedures Order upon and after the entry of any such order, except to the extent that any such failure to comply is not material to the Investor (or to the Creditors’ Committee, in the case of the payment described in Section 5.12 hereof).
Bankruptcy Court Orders. The Sale Approval Order shall have been entered, provided that approval by the Bankruptcy Court of the following conditions shall not be a condition precedent to the Sellers’ obligations to consummate the Proposed Transaction: (i) that certain Conclusion of Law set forth in Section II, Part E of the form Sale Approval Order, (ii) the first sentence of the ordering provision set forth in Section III, Part D of the form Sale Approval Order, (iii) the ordering provision set forth in Section III, Part E of the form Sale Approval Order, (iv) the ordering provision set forth in Section III, Part F of the form Sale Approval Order, (v) the last sentence of the ordering provision set forth in Section III, Part H of the form Sale Approval Order, (vi) the last sentence of the ordering provision set forth in Section III, Part L of the form Sale Approval Order, (vii) the ordering provision set forth in Section III, Part O of the form Sale Approval Order, (viii) the ordering provision set forth in Section III, Part P of the form Sale Approval Order and (ix) the ordering provision set forth in Section III, Part T of the form Sale Approval Order.
Bankruptcy Court Orders. The Confirmation Order has been entered by the Bankruptcy Court, and such order has not been stayed, reversed, modified or vacated on appeal.
Bankruptcy Court Orders. The Bankruptcy Court shall have entered orders in the forms set forth in Section 7.1(e) of the Company Disclosure Letter, as each may be amended, modified or supplemented with the prior written consent of Sponsor (the “Bankruptcy Court Orders”), authorizing and approving the entry by SunEdison and any other Debtor party thereto into (i) the Settlement Agreement and (ii) the Voting and Support Agreement and any other agreement entered into in connection with the Merger or the other transactions contemplated by this Agreement to which SunEdison or any other Debtor will be a party; provided that the prior written consent of Sponsor shall not be required with respect to amendments, modifications or supplements to the forms of the Bankruptcy Court Orders that are (x) immaterial and (y) not adverse, in each case to Sponsor, the Company, this Agreement and the transactions contemplated herein or in the Ancillary Agreements. The Bankruptcy Court Orders shall be in full force and effect and shall be Final Orders. “Final Order” means an order or judgment of the Bankruptcy Court entered by the clerk of the Bankruptcy Court on the docket in the SunEdison Bankruptcy Case, which has not been modified, amended, reversed, vacated or stayed and as to which (a) the time to appeal, petition for certiorari, or move for a new trial, reargument or rehearing has expired and as to which no appeal, petition for certiorari or motion for new trial, reargument or rehearing shall then be pending or (b) if an appeal, writ of certiorari, new trial, reargument or rehearing thereof has been sought, either (i) no stay of such order or judgment shall be in effect, (ii) no motion or application for a stay of such order or judgment shall be filed and pending or such motion or application shall have been denied, or (iii) if a stay of such order or judgment has been granted, then (x) the stay shall have been dissolved or (y) such order or judgment of the Bankruptcy Court shall have been affirmed by the highest court to which such order was appealed, or certiorari shall have been denied, or a new trial, reargument or rehearing shall have been denied or resulted in no modification of such order, and the time to take any further appeal, petition for certiorari or move for a new trial, reargument or rehearing shall have expired, as a result of which such order shall have become final in accordance with Rule 8002 of the Federal Rules of Bankruptcy Procedure; provided, that the possibility that a mot...
Bankruptcy Court Orders. The Bankruptcy Court shall have entered the Sale Order and any other orders necessary to permit and consummate the transactions contemplated hereby, each such other order to be in form and substance reasonably satisfactory to Buyer and all such orders shall be Final Orders; provided, that it shall be a condition only to the obligations of Buyer, and shall not be a condition to the obligations of Sellers, that any order, including the Sale Order, be a Final Order.
Bankruptcy Court Orders. (a) The Seller hereby confirms that it is critical to the process of arranging an orderly sale of the Seller's assets to proceed by selecting the Purchaser to enter into this Agreement in order to present the Bankruptcy Court with arrangements for obtaining the highest realizable prices for the assets and that, without the Purchaser having committed substantial time and effort to such process, the estates of the Seller would have to employ a less orderly process of sale and thereby both incur higher costs and risk attracting lower prices. Accordingly, the contributions of the Purchaser to the process have indisputably provided very substantial benefit to the estates of the Seller. The Seller acknowledges that the Purchaser would not have invested the effort in negotiating and documenting this proposed transaction and incurring duties to pay its outside advisors if the Purchaser were not entitled to the Break-Up Fee and Reimbursement Expenses incurred as a result of the Purchaser's attempt to purchase the Acquired Assets, if the Purchaser is not the successful bidder for the Acquired Assets.
Bankruptcy Court Orders. The Bankruptcy Court shall not have entered an Order (i) dismissing the Chapter 11 Cases or converting the Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code, (ii) pursuant to Section 1104 of the Bankruptcy Code appointing a trustee, receiver or an examiner to operate, manage or examine any of the Company’s businesses or (iii) that is inconsistent with this Agreement, the Plan or the Confirmation Order in a manner adverse to the Supporting Lenders.
Bankruptcy Court Orders. (a) The Seller shall as promptly as reasonably practicable, but in any event no later than two (2) Business Days after the date of this Agreement, file a motion with the Bankruptcy Court seeking an order approving, among other things, the Seller's request to sell and assign, as applicable, the Purchased Shares to the Purchaser pursuant to this Agreement and Sections 363 and 1146 of the Bankruptcy Code, free and clear of all Encumbrances in or on the Purchased Shares (the "Proposed Sale", and the hearing to consider approval of the Proposed Sale, the "Sale Hearing") (the "Section 363 Order"). The Section 363 Order will be substantially in the form annexed hereto as Exhibit A and the motion relating to the Section 363 Order will be in form and substance reasonably satisfactory to the Purchaser.
Bankruptcy Court Orders. Each of (i) the Bankruptcy Court order approving the adequacy of the information set forth in the Disclosure Statement and (ii) the Confirmation Order has been entered by the Bankruptcy Court, is not subject to any applicable stay, is in full force and effect and has not been stayed, reversed, rescinded, vacated, modified or amended without the consent of the Required Lenders.
Bankruptcy Court Orders. The Sale Order shall be final and in full force and effect.
