Application to the Court Clause Samples

The 'Application to the Court' clause defines the process by which parties may seek judicial intervention or approval in relation to the agreement. Typically, this clause outlines the circumstances under which a party can file a motion or petition with the court, such as for enforcement of terms, dispute resolution, or obtaining necessary orders. By specifying the procedure for court applications, the clause ensures that parties have a clear and agreed-upon method for involving the judiciary when necessary, thereby providing a structured approach to resolving issues that cannot be settled privately.
Application to the Court. Effective Time of the Scheme of Arrangement; Scheme of Arrangement Closing. Subject to Section 6.4, promptly following the Acceptance Date and, if applicable, the Subsequent Offer Period, or the expiration of the Offer without the purchase of any Ordinary Shares thereunder, (A) if the Offer has remained open for a minimum of twenty (20) Business Days, plus any extension of the expiration date (up to an additional ten (10) days) that has been required by the Company in accordance with Section 2.1, and (B) if requested by Parent or Sub, in its sole discretion and in accordance with applicable law, the Company shall (i) cause an application to be made to the Court requesting the Court to summon such class meetings of shareholders of the Company as the Court may direct ("Shareholders' Meetings"), (ii) if directed by the Court, convene such Shareholders' Meetings seeking the approval required under Section 86(2) of the Companies Law and (iii) subject to such approvals being obtained, cause a petition to be presented to the Court seeking the sanctioning of a Scheme of Arrangement pursuant to Section 86 of the Companies Law and file such other documents as are required to be duly filed with the Court to effect the Scheme of Arrangement. The Company shall, if necessary, hold an extraordinary general meeting of its shareholders, subject to the Scheme of Arrangement taking full force and effect, to approve and adopt new Articles of Association of the Company that shall be substantially identical to Sub's articles of association, except as otherwise required by Section 6.9 hereof. In furtherance of the foregoing, the Company shall take all action necessary to solicit from its shareholders proxies, and shall take all other action necessary and advisable to secure the vote of shareholders required by the Companies Law and by the Memorandum of Association of the Company or the Articles of Association of the Company to obtain approval of the Scheme of Arrangement. Except as provided in Section 6.6 of this Agreement, the Board of Directors of the Company shall recommend that the holders of Shares vote in favor of the approval of the Scheme of Arrangement at the Shareholders' Meetings, and, except as provided in Section 6.6, the Company agrees that it shall include in the Proxy Statement the recommendation of its Board of Directors that the shareholders of the Company adopt this Agreement and approve the Scheme of Arrangement. Parent shall cause all Shares owned by Parent ...
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Application to the Court. If the parties are able to agree to the modification, they understand that they are obligated to have said understanding placed in an Order in order for it to be effective. If the parties are unable to agree as to such requested modification, within 30 days of receipt of the notice, then the party seeking the modification may apply to a court of competent jurisdiction for relief.
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Application to the Court. Except to the extent provided for in this Settlement Agreement, the mechanics of the implementation and administration of this Settlement Agreement shall be determined by the Court on application made by (but only by) the Merck Parties and S&G, or either of them.
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Application to the Court. No Borrower shall apply to the Bankruptcy Court for authority to take any action that is prohibited by the terms of this Agreement and the other Loan Documents or refrain from taking any action that is required to be taken by the terms of this Agreement and the other Loan Documents.
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Application to the Court. The Security Trustee may at any time after the occurrence of an Enforcement Event apply to the court for an order that the powers and trusts of this Deed be exercised or carried into execution under the direction of the court and for the appointment of a Receiver of the Secured Property or any part thereof and for any other order in relation to the execution and administration of the powers and trusts hereof as the Security Trustee shall deem expedient, and it may assent to or approve any application to the court made at the instance of any of the Bondholders and/or the other Secured Creditors.
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Application to the Court. If the other Shareholder and/or the Corporation have (i) failed within the 30 day period set forth in Subsection 4.3.1 to notify the Petitioner that they will collaborate in the winding up of the Corporation, (ii) notified the Petitioner that they will not collaborate in the winding up of the Corporation, or (iii) notified the Petitioner that they will collaborate in the winding up of the Corporation but failed to do so at the satisfaction of the Petitioner, then the parties hereby irrevocably agree that upon application to the Trial Division of the Supreme Court of the Province of Nova Scotia, the Court shall render an order for winding up of the Corporation according to the rules set forth in Section 4.3 and in accordance with the Companies Winding Up Act (Nova Scotia).
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Application to the Court. No Credit Party shall apply to the ------------------------ Bankruptcy Court for authority to (a) take any action that is prohibited by the terms of this Agreement or the other Loan Documents, (b) refrain from taking any action that is required to be taken by the terms of this Agreement or the other Loan Documents or (c) permit any Indebtedness or Claim to be pari passu with or senior to the Obligations, except, prior to the occurrence of an Event of Default, for Permitted Prepetition Claim Payments and, after the occurrence of an Event of Default, Permitted Expenses may be senior to the Obligations.
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Application to the Court. A Member, officer or director of the Company who is a party to a proceeding may apply for indemnification from the Company to the court, if any, conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court, after giving notice the court considers necessary, may order indemnification if it determines: (i) in a proceeding in which the Member, officer or director is wholly successful, on their merits or otherwise, the Member, officer or director is entitled to indemnification under this Section, in which case the court will order the Company to pay the Member, officer or director his reasonable expenses incurred to obtain such court ordered indemnification; or (ii) the Member, officer or director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the Member, officer or director meets the standard of conduct set forth in subsection (d) of this Section.
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Application to the Court. On the basis of this notarial deed, the Seller applies to the District Court in [●], [●] the Land and Mortgage Registry Division, to enter in Section III of Land and Mortgage Register number [●] the claims arising from this Agreement to the benefit of [●] (address: [●]).
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Related to Application to the Court

  • Application to Court If (i) a claim for indemnification or advancement of Expenses is denied, in whole or in part, (ii) no disposition of such claim is made by the Company within ninety (90) days after the request therefore, (iii) the advancement of Expenses is not timely made pursuant to Section 6 of this Agreement or (iv) payment of indemnification is not made pursuant to Section 5 of this Agreement, the Indemnitee shall have the right to apply to the Delaware Court of Chancery, the court in which the Proceeding is or was pending, or any other court of competent jurisdiction, for the purpose of enforcing the Indemnitee’s right to indemnification (including the advancement of Expenses) pursuant to this Agreement.

  • Appellate Court Orders to Vacate, Reverse, or Materially Modify Judgment If the reviewing Court vacates, reverses, or modifies the Judgment in a manner that requires a material modification of this Agreement (including, but not limited to, the scope of release to be granted by Class Members), this Agreement shall be null and void. The Parties shall nevertheless expeditiously work together in good faith to address the appellate court’s concerns and to obtain Final Approval and entry of Judgment, sharing, on a 50-50 basis, any additional Administration Expenses reasonably incurred after remittitur. An appellate decision to vacate, reverse, or modify the Court’s award of the Class Representative Service Payment or any payments to Class Counsel shall not constitute a material modification of the Judgment within the meaning of this paragraph, as long as the Gross Settlement Amount remains unchanged.

  • Jurisdiction; Venue; Waiver of Jury Trial The Parties hereby irrevocably and unconditionally consent to and submit to the exclusive jurisdiction of the state or federal courts situated in New York County, New York (and the appellate courts thereof) for any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. The Parties irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement, or the transactions contemplated hereby, in the state or federal courts situated in New York County, New York, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. Each of the Parties waives all right to trial by jury in any action, suit, proceeding or counterclaim (whether based upon contract, tort or otherwise) in any way arising out of or relating to this Agreement.

  • Jurisdiction and Venue; Waiver of Jury Trial This Agreement shall be deemed to have been made in the State of Florida and shall be subject to, and governed by, the laws of the State of Florida, and no doctrine of choice of law shall be used to apply any law other than that of the State of Florida. Each Party hereby irrevocably consents and submits to the exclusive jurisdiction of the Circuit Court of Leon County, Florida, for all purposes under this Agreement, and waives any defense to the assertion of such jurisdiction based on inconvenient forum or lack of personal jurisdiction. The Parties also agree to waive any right to jury trial.

  • Choice of Law Submission to Jurisdiction Waiver of Venue Service of Process Waiver of Jury Trial Section 11.10 (Choice of Law; Submission to Jurisdiction;