Settlement Authorized by Independent Fiduciary. At least thirty (30) calendar days before the Fairness Hearing, the Independent Fiduciary shall have approved and authorized in writing the Settlement and given a release to all of the Released Parties in its capacity as fiduciary of the Plan for and on behalf of the Plan in accordance with PTE 2003-39. If the Independent Fiduciary disapproves or otherwise does not authorize the Settlement or refuses to execute the release on behalf of the Plan, then the Settling Parties may mutually agree to modify the terms of this Settlement Agreement as necessary to facilitate an approval by the Independent Fiduciary and/or the Independent Fiduciary’s release on behalf of the Plan. Otherwise, Defendants shall have the option to waive this condition, in which case such option is to be exercised in writing within ten (10) business days after the Settling Parties’ receipt of the Independent Fiduciary’s written determination, unless otherwise agreed by the Settling Parties.
Settlement Authorized by Independent Fiduciary. At least twenty (20) days prior to the Fairness Hearing, an Independent Fiduciary chosen by the Company, who shall acknowledge in writing that it is a fiduciary on behalf of the Plans with respect to the settlement of this Action, shall have approved and authorized in writing the Settlement in accordance with Prohibited Transaction Class Exemption 2003-39. If the Independent Fiduciary disapproves or otherwise does not authorize the Settlement, the Defendants shall have the option to waive this condition. Such option is to be exercised in writing within the earlier of (i) ten (10) days of the Defendants’ receipt of the Independent Fiduciary's written determination, or (ii) three (3) days prior to the date set for the Fairness Hearing. If the Defendants elect in writing to waive this condition, the Settlement shall become Final if all other conditions in Section 2 are satisfied. If the Defendants elect not to waive this condition, the Settlement Agreement shall terminate and become null and void and the provisions of Section 10.2 shall apply.
Settlement Authorized by Independent Fiduciary. (a) The Independent Fiduciary will review the Settlement and provide any necessary authorizations, including the authorization required by Prohibited Transaction Exemption 2003-39, 68 Fed. Reg. 75632 (Dec. 31, 2003), as amended by 75 Fed. Reg. 33830 (June 15, 2010). All fees charged by the Independent Fiduciary for its service, together with all costs reasonably borne by the Independent Fiduciary that are chargeable under the agreement with the Independent Fiduciary, shall be paid out of the Settlement Fund.
Settlement Authorized by Independent Fiduciary. (a) The Company will, in its sole discretion, select an Independent Fiduciary to review the settlement and provide any necessary authorizations, including the authorization required by Prohibited Transaction Exemption 2003-39, 68 Fed. Reg. 75632 (Dec. 31, 2003), as amended by 75 Fed. Reg. 33830 (June 15, 2010). All fees charged by the Independent Fiduciary for its service, together with all costs reasonably borne by the Independent Fiduciary that are chargeable under the agreement with the Independent Fiduciary, shall be paid out of the Settlement Fund, to the extent these fees and costs do not exceed $40,000. If these fees and costs exceed $40,000, they shall be borne first out of funds remaining in the Settlement Fund as a result of any uncashed checks, and then by the Company out of its own assets.
Settlement Authorized by Independent Fiduciary. Plaintiffs do not require Merck to obtain approval of the Settlement by an Independent Fiduciary. Nevertheless, subject to the Merck’s unilateral right to waive this contingency, the Settlement is contingent upon an Independent Fiduciary, at least seven (7) days prior to the Fairness Hearing (or upon another date agreeable to Defendants) (i) approving the Settlement and authorizing a release in its capacity as an independent fiduciary of the Plans and for and on behalf of the Plans that is coextensive with the release from the Class, and (ii) authorizing the Settlement in accordance with Prohibited Transaction Class Exemption 2003-39, and (iii) finding that the Settlement does not constitute a prohibited transaction under ERISA § 406(a). Merck shall determine whether it requires any or all of (i), (ii) or (iii). Merck will move promptly to seek to obtain this approval, authorization or finding and will bear all costs associated with seeking such approval, authorization or finding. If Merck waives this condition, then the Settlement shall become Final if all other relevant conditions in the Settlement Agreement are satisfied or waived.
Settlement Authorized by Independent Fiduciary. At least thirty (30) days before the Fairness Hearing, the Independent Fiduciary shall have approved and authorized in writing the Settlement, and given a release to all of the Released Parties in its capacity as fiduciary of the Plan for and on behalf of the Plan in accordance with PTE 2003-39. If the Independent Fiduciary disapproves or otherwise does not authorize the Settlement or refuses to execute the release on behalf of the Plan, then the Company shall have the option to waive this condition. Such option is to be exercised in writing within ten (10) days after the Settling Parties’ receipt of the Independent Fiduciary’s written determination, unless otherwise agreed by the Settling Parties.
Settlement Authorized by Independent Fiduciary. At least thirty (30) days before the Fairness Hearing, the Independent Fiduciary shall have approved and authorized in writing the Settlement, and given a release to all of the Released Parties in its capacity as fiduciary of the Plan for and on behalf of the Plan in accordance with PTE 2003-39. If the Independent Fiduciary disapproves or otherwise does not authorize the Settlement or refuses to execute the release on behalf of the Plan, then the Settling Parties may mutually agree to modify the terms of Representatives’ Case Contribution Awards and/or modifies any of the proposed orders relating to Attorneys’ Xxxx and Costs and/or Class Representatives’ Case Contribution Awards.
Settlement Authorized by Independent Fiduciary. If the Independent Fiduciary disapproves or otherwise does not authorize the Settlement or refuses to execute the release on behalf of the Plan, then the Settling Parties may mutually agree to modify the terms of this Settlement Agreement as necessary to facilitate an approval by the Independent Fiduciary and/or the Independent Fiduciary’s release on behalf of the Plan. Otherwise, Defendants shall have the option to waive this condition, in which case such option is to be exercised in writing within ten (10) business days after the Settling Parties’ receipt of the Independent Fiduciary’s written determination, unless otherwise agreed by the Settling Parties.
Settlement Authorized by Independent Fiduciary. (a) Fiduciary Counselors, Inc. will serve as the Independent Fiduciary for the Plan to provide the authorization required by Prohibited Transaction Exception 2003-39, 68 FR 75632 (Dec. 31, 2003), as amended 75 FR 33830 (June 15, 2010). The Independent Fiduciary Fees shall be paid from the Settlement Amount and such payment shall be considered an Administrative Cost.
Settlement Authorized by Independent Fiduciary
