Fairness Hearing Clause Samples

Fairness Hearing. Upon the execution hereof, Company and IBC agree, pursuant to Section 3(a)(10) of the Securities Act of 1933 (the “Act”), to immediately submit the terms and conditions of this Agreement to the Court for a hearing on the fairness of such terms and conditions, and the issuance exempt from registration of the Settlement Shares. This Agreement shall become binding upon the parties only upon entry of an order by the Court substantially in the form annexed hereto as Exhibit A (the “Order”).

Fairness Hearing. The Court has preliminarily approved the Settlement and will hold a hearing to decide whether to give final approval to the Settlement. The purpose of the Fairness Hearing will be for the Court to determine whether the Settlement should be approved as fair, reasonable, adequate, and in the best interests of the Settlement Class; to consider the Fees, Costs, and Expenses Award to the attorneys who initiated the Action; and to consider the request for a Service Payment to the Plaintiff.

Fairness Hearing. The Parties shall jointly request that the District Court schedule and conduct a Fairness Hearing to address the fairness of this Agreement settling Plaintiffs’ claims against Defendants and to decide whether there shall be Final Approval of the settlement embodied in this Agreement. At the Fairness Hearing, the Parties shall jointly move for and recommend certification of the Class and Final Approval of this Agreement. The Fairness Hearing shall take place on a date in accordance with 28 U.S.C. § 1715.

Fairness Hearing. (a) As soon as reasonably practicable following the execution of this Agreement, and, in any event no later than January 8, 2010 (or such later date as mutually agreed between Parent and the Representative in good faith), Parent shall prepare, with the reasonable cooperation of the Company, the necessary documents, including a permit application and notice to Company Stockholders, to apply to obtain a permit (a “California Permit”) from the Commissioner of Corporations of the State of California (the “California Commissioner”) (after a hearing before such Commissioner) pursuant to Sections 25121 and 25142 of the California Corporate Securities Law of 1968 (the “Fairness Hearing Law”), so that the issuance of Parent Common Stock in the Merger shall be exempt from registration under the 1933 Act, by virtue of the exemption provided by Section 3(a)(10) thereof, and the Company shall prepare, with the reasonable cooperation of Parent, a related information statement or other disclosure document (the “Information Statement”). (b) The Information Statement shall constitute a disclosure document for the offer and issuance of the shares of Parent Common Stock to be received by the holders of Company Capital Stock in the Merger and an information statement for solicitation of stockholder consent with respect to the adoption of this Agreement and the approval of the Merger. The Information Statement shall be accompanied by the notice required by Section 262(d)(2) of the DGCL and shall include the unanimous recommendation of the board of directors of the Company (a) for the adoption of this Agreement and the approval and adoption of the Transactions by the Stockholders and (b) against the exercise of Appraisal Rights in connection with the Merger. Following the distribution of the Information Statement and the issuance of the California Permit, the board of directors of the Company shall further take all reasonable and lawful action to solicit and obtain such approval and take all other action necessary or advisable to secure the vote or consent of the Stockholders required by Applicable Law and the Company Charter. Each party agrees that information supplied by such party for inclusion in the Information Statement will not, on the date the Information Statement is first sent or furnished to the Stockholders, contain any statement which, at such time, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to ma...

Fairness Hearing. On the date set forth in the Preliminary Approval Order, which shall be approximately one month after the deadline for submitting objections and Requests for Exclusion, a Fairness Hearing will be held at which the Court will: (a) decide whether to finally certify the Settlement Class, (b) decide whether to approve the Settlement Agreement as fair, reasonable, and adequate,

Fairness Hearing. A hearing is scheduled for [at least 120 days after preliminary approval] to make a final determination, concerning among other things: • Any objections from Class Members to the Settlement or any aspects of it. • Whether the Settlement merits final approval as fair, reasonable, and adequate; • Whether the Action should be dismissed with prejudice pursuant to the terms of the Settlement; • Whether Class Counsel adequately represented the Settlement Class for purposes of entering into and implementing the Settlement; • Whether the proposed Plan of Allocation should be granted final approval; and • Whether Class Counsel’s application(s) for Attorneys’ Fees and Costs and Case Contribution Awards to the Named Plaintiffs are fair and reasonable, and should be approved.

Fairness Hearing. Upon the execution hereof, Company and RCP agree, pursuant to Section 3(a)(10) of the Securities Act of 1933 (the “Act”), to immediately submit the terms and conditions of this Agreement to the Court for a hearing on the fairness of such terms and conditions, and the issuance exempt from registration of the Settlement Shares. This Agreement shall become binding upon the parties only upon entry of an order by the Court substantially in the form annexed hereto as Exhibit A (the “Order”).

Fairness Hearing. At the fairness hearing, as required for final approval of the settlement pursuant to Federal Rule of Civil Procedure 23(e)(2), the Parties will jointly request that the Court approve the Settlement Agreement as fair, final, reasonable, adequate, and binding on the Class, all Class Members, and all Plaintiffs; and issue a Final Approval Order, substantially in the form of Exhibit D.

Fairness Hearing. A hearing is scheduled at the United States District Court for the Northern District of Georgia, the Honorable District Court Judge ▇▇▇▇ ▇. ▇▇▇▇▇ presiding, at a.m./p.m. on , 2021, (the “Fairness Hearing”) to determine, among other issues: A. Whether the Settlement Agreement should be approved as fair, reasonable, and adequate; B. Whether the Settlement Notice and notice methodology were performed as directed by this Court; C. Whether the motion for attorneys’ fees and costs to be filed by Class Counsel should be approved; D. Whether an amount of compensation to Class Representatives should be approved; and E. Whether the Administrative Expenses specified in the Settlement Agreement and requested by the Settling Parties should be approved for payment from the Gross Settlement Amount.