MODIFICATION OR TERMINATION OF THIS AGREEMENT. A. The terms and provisions of this Agreement may by amended, modified or expanded by written agreement of the Settling Parties; provided however, that after entry of the Order Approving Settlement and Judgment, the Settling Parties may by agreement effect such amendments, modifications or expansions of this Agreement and its implementing documents without notice to or approval by the Court if such amendments, modifications or expansions are not materially inconsistent with the Court’s Order Approving Settlement and Judgment and do not limit the rights of Petitioner, any other Securities Holder, the Company, Releasors or Releasees under this Agreement. B. Subject to Sections IX.D, IX.E and IX.F , this Agreement shall terminate 1. if the Final Settlement Date does not occur; 2. at the sole option and discretion of the Company, the Individual Defendants or Petitioner if (i) the Court, or any appellate court, rejects, modifies or denies approval of any portion of the Agreement or the proposed Settlement that the terminating Settling Party(ies) reasonably and in good faith determines is material, including, without limitation, the Complete Bar Order, the findings of the Court, the provisions relating to Notice and/or the terms of the Release or (ii) the Court, or any appellate court, does enter or completely affirm, or alters or expands, any portion of the Preliminary Approval Order or the Order Approving Settlement and Judgment, including the Complete Bar Order and/or the Release, of any of the Court’s findings of fact or conclusions of law that the terminating Settling Party(ies) reasonably and in good faith believes is material; or 3. at the sole option and discretion of Petitioner if, during the Confirmatory Discovery Period, Petitioner concludes, based on information provided to her in confirmatory discovery, that she no longer believes that the terms of this Agreement are fair, reasonable and adequate and in the best interests of the Company or its shareholders. C. The relevant terminating Settling Party must exercise an option to terminate this Agreement by providing notice to all other Settling Parties no later than thirty (30) days after receiving actual notice of the event prompting the termination. D. Notwithstanding anything set out in this Section IX, none of Petitioner, any other Securities Holder or Petitioner’s Counsel may terminate this Agreement because of the amount of the Attorneys’ Fees and Expenses Award. E. If an option to terminate this Agreement arises under this Section IX, (i) none of the Company, Petitioner or Individual Defendants shall be required for any reason or for any circumstance to exercise that option and (ii) any determination to exercise an option to terminate shall be made in good faith. F. If this Agreement is terminated pursuant to its terms, then: 1. this Agreement shall be null and void and shall have no force or effect, and no Settling Party or Releasee shall be bound by any of its terms except for the terms set out in Sections IV.C.4 and IX.F.2 through IX.F.10; 2. this Agreement, all of its provisions, and all negotiations, statements and proceedings relating to it shall be without prejudice to the rights of the Settling Parties or any other Securities Holder, all of whom shall be restored to their respective positions existing immediately before the Execution Date, except with respect to the payment of Notice and Administrative Expenses as described in Section III.C above; 3. Releasees (including without limitation the Company and the Individual Defendants) expressly deny any wrongdoing and expressly and affirmatively reserve all defenses, arguments and motions that have been or might later be asserted in the Action; 4. Petitioner expressly and affirmatively reserves all Claims, arguments and motions that have been or might have been asserted in the Action; 5. neither this Agreement, nor the fact of its having been made, shall be admissible or entered into evidence in any proceeding for any purpose whatsoever, except to enforce its terms; 6. neither Halliburton’s agreement to the terms set out in this Agreement nor its execution of this Agreement shall constitute or be construed to be an admission by Halliburton that any wrongdoing has taken place, that any of the Individual Defendants (or any other Releasee) has engaged in a breach of his or her fiduciary duties or engaged in any other actionable conduct in connection with the conduct alleged in the Petition or that any of the Claims made in the Action have any merit or are in the best interest of the Company or its shareholders to pursue; 7. neither the Individual Defendants’ agreement to the terms set out in this Agreement nor their execution of this Agreement shall constitute or be construed to be an admission by the Individual Defendants collectively or individually that any of the Individual Defendants has engaged in a breach of his or her fiduciary duties or engaged in any other actionable conduct in connection with the conduct alleged in the Petition or that any of the Claims made in the Action have any merit; 8. the terms and provisions of any confidentiality agreement executed in connection with Section II.D shall continue in full force and effect; 9. the Company shall, consistent with Section III.C above, pay all Notice and Administrative Expenses incurred but not paid as of the Termination Date; and 10. except as expressly set out in the Agreement in Sections III.C,
Appears in 1 contract
Sources: Stipulation of Settlement
MODIFICATION OR TERMINATION OF THIS AGREEMENT. A. The terms and provisions of this Regulatory Settlement Agreement may by be amended, modified or expanded by written agreement of the Settling Parties; provided howeverDepartment and the Company.
B. The Company, that in consultation with the Department and Lead Counsel and without approval of the Court, may implement the terms of this Regulatory Settlement Agreement after entry of the Final Judgment and Order Approving Settlement and Judgmentbut before the Final Settlement Date, the Settling Parties may by agreement effect such amendments, modifications in which case all provisions in this Regulatory Settlement Agreement that specify actions to be taken on or expansions of this Agreement and its implementing documents without notice to or approval by the Court if such amendments, modifications or expansions are not materially inconsistent with the Court’s Order Approving Settlement and Judgment and do not limit the rights of Petitioner, any other Securities Holder, the Company, Releasors or Releasees under this Agreement.
B. Subject to Sections IX.D, IX.E and IX.F , this Agreement shall terminate
1. if after the Final Settlement Date does not occur;shall, to the extent necessary, be deemed to provide that those actions shall be taken on or after the date on which the Company elects to implement the Regulatory Settlement Agreement.
2. C. This Regulatory Settlement Agreement will terminate at the sole option and discretion of the Company, Department or the Individual Defendants or Petitioner Company if (i) the Court, or any appellate courtcourt(s), rejects, modifies or denies approval of any portion of the Settlement Agreement in the Action or the proposed Settlement settlement that the terminating Settling Party(iesParty in its (or their) sole judgment and discretion reasonably and in good faith determines determine(s) is material, including, without limitation, the Complete Bar Orderterms of relief, the findings of the Court, the provisions relating to Notice notice, the definition of the Class and/or the terms of the Release set forth in the Settlement Agreement, or (ii) the Court, or any appellate courtcourt(s), does not enter or completely affirm, or alters or expands, any portion of the Preliminary Approval Order Final Judgment or the Order Approving Settlement and JudgmentSettlement, including the Complete Bar Order and/or the Release, of or any of the Court’s findings of fact or conclusions of law as proposed by the Company’s Counsel and Lead Counsel, that the terminating Settling Party(iesParty in its (or their) reasonably sole judgment and in good faith believes discretion believe(s) is material; or
3. at the sole option and discretion of Petitioner if, during the Confirmatory Discovery Period, Petitioner concludes, based on information provided to her in confirmatory discovery, that she no longer believes that the terms of this Agreement are fair, reasonable and adequate and in the best interests of the Company or its shareholders.
C. The relevant terminating Settling Party must exercise an the option to withdraw from and terminate this Agreement by providing notice to all other Settling Parties Regulatory Settlement Agreement, as provided in this Section no later than thirty (30) 20 days after receiving actual notice of the event prompting the termination.
D. Notwithstanding anything set out in this Section IX, none of Petitioner, any other Securities Holder or Petitioner’s Counsel 1. The Company may unilaterally withdraw from and terminate this Regulatory Settlement Agreement because of if the amount of Company properly withdraws from and terminates the Attorneys’ Fees and Expenses AwardSettlement Agreement.
E. D. If an option to withdraw from and terminate this Regulatory Settlement Agreement arises under this Section IXXVIII.C, (i) none of neither the Company, Petitioner or Individual Defendants shall Department nor the Company will be required for any reason or for under any circumstance to exercise that option option, and (ii) any determination to exercise an of that option to terminate shall be made in good faith.
F. E. If this Regulatory Settlement Agreement is terminated pursuant to its terms, Section XVIII.C then:
1. this Regulatory Settlement Agreement shall be null and void and shall have no force or effect, and no Settling Party or Releasee to this Regulatory Settlement Agreement nor the Participating Regulators shall be bound by any of its terms terms, except for the terms set out in Sections IV.C.4 and IX.F.2 through IX.F.10of this Section XVIII.E;
2. this Regulatory Settlement Agreement, all of its provisions, and all negotiations, statements and proceedings relating to it shall be without prejudice to the rights of the Settling Parties Department, the Participating Regulators or any other Securities Holderthe Company, all of whom which shall be restored to their respective positions existing immediately before the Execution Date, except with respect to the payment execution of Notice and Administrative Expenses as described in Section III.C abovethis Regulatory Settlement Agreement;
3. Releasees (including without limitation the Company and the Individual Defendants) expressly deny any wrongdoing its current and former directors, officers, Producers, employees, agents, attorneys and representatives expressly and affirmatively reserve all defenses, arguments and motions as to all claims that have been or might later be asserted in with respect to the Action;subject matter of this Regulatory Settlement Agreement; and
4. Petitioner expressly and affirmatively reserves all Claims, arguments and motions that have been or might have been asserted in the Action;
5. neither this Regulatory Settlement Agreement, nor the fact of its having been made, shall be admissible or entered offered into evidence in any proceeding for any purpose whatsoever, except to enforce its terms;
6. neither Halliburton’s agreement to the terms set out in this Agreement nor its execution of this Agreement shall constitute or be construed to be an admission by Halliburton that any wrongdoing has taken place, that any of the Individual Defendants (or any other Releasee) has engaged in a breach of his or her fiduciary duties or engaged in any other actionable conduct in connection with the conduct alleged in the Petition or that any of the Claims made in the Action have any merit or are in the best interest of the Company or its shareholders to pursue;
7. neither the Individual Defendants’ agreement to the terms set out in this Agreement nor their execution of this Agreement shall constitute or be construed to be an admission by the Individual Defendants collectively or individually that any of the Individual Defendants has engaged in a breach of his or her fiduciary duties or engaged in any other actionable conduct in connection with the conduct alleged in the Petition or that any of the Claims made in the Action have any merit;
8. the terms and provisions of any confidentiality agreement executed in connection with Section II.D shall continue in full force and effect;
9. the Company shall, consistent with Section III.C above, pay all Notice and Administrative Expenses incurred but not paid as of the Termination Date; and
10. except as expressly set out in the Agreement in Sections III.C,purpose.
Appears in 1 contract
Sources: Regulatory Settlement Agreement
MODIFICATION OR TERMINATION OF THIS AGREEMENT. A. The terms and provisions of this Regulatory Settlement Agreement may by be amended, modified or expanded by written agreement of the Settling Parties; provided howeverDepartment and the Company.
B. The Company, that in consultation with the Department and Lead Counsel and without approval of the Court, may implement the terms of this Regulatory Settlement Agreement after entry of the Final Judgment and Order Approving Settlement and Judgmentbut before the Final Settlement Date, the Settling Parties may by agreement effect such amendments, modifications in which case all provisions in this Regulatory Settlement Agreement that specify actions to be taken on or expansions of this Agreement and its implementing documents without notice to or approval by the Court if such amendments, modifications or expansions are not materially inconsistent with the Court’s Order Approving Settlement and Judgment and do not limit the rights of Petitioner, any other Securities Holder, the Company, Releasors or Releasees under this Agreement.
B. Subject to Sections IX.D, IX.E and IX.F , this Agreement shall terminate
1. if after the Final Settlement Date does not occur;shall, to the extent necessary, be deemed to provide that those actions shall be taken on or after the date on which the Company elects to implement the Regulatory Settlement Agreement.
2. C. This Regulatory Settlement Agreement will terminate at the sole option and discretion of the Company, Department or the Individual Defendants or Petitioner Company if (i) the Court, or any appellate courtcourt(s), rejects, modifies or denies approval of any portion of the Settlement Agreement in the Action or the proposed Settlement settlement that the terminating Settling Party(iesParty in its (or their) sole judgment and discretion reasonably and in good faith determines determine(s) is material, including, without limitation, the Complete Bar Orderterms of relief, the findings of the Court, the provisions relating to Notice notice, the definition of the Class and/or the terms of the Release set forth in the Settlement Agreement, or (ii) the Court, or any appellate courtcourt(s), does not enter or completely affirm, or alters or expands, any portion of the Preliminary Approval Order Final Judgment or the Order Approving Settlement and JudgmentSettlement, including the Complete Bar Order and/or the Release, of or any of the Court’s 's findings of fact or conclusions of law as proposed by the Company's Counsel and Lead Counsel, that the terminating Settling Party(iesParty in its (or their) reasonably sole judgment and in good faith believes discretion believe(s) is material; or
3. at the sole option and discretion of Petitioner if, during the Confirmatory Discovery Period, Petitioner concludes, based on information provided to her in confirmatory discovery, that she no longer believes that the terms of this Agreement are fair, reasonable and adequate and in the best interests of the Company or its shareholders.
C. The relevant terminating Settling Party must exercise an the option to withdraw from and terminate this Agreement by providing notice to all other Settling Parties Regulatory Settlement Agreement, as provided in this Section no later than thirty (30) 20 days after receiving actual notice of the event prompting the termination.
D. Notwithstanding anything set out in this Section IX, none of Petitioner, any other Securities Holder or Petitioner’s Counsel 1. The Company may unilaterally withdraw from and terminate this Regulatory Settlement Agreement because of if the amount of Company properly withdraws from and terminates the Attorneys’ Fees and Expenses AwardSettlement Agreement.
E. D. If an option to withdraw from and terminate this Regulatory Settlement Agreement arises under this Section IXXVIII.C, (i) none of neither the Company, Petitioner or Individual Defendants shall Department nor the Company will be required for any reason or for under any circumstance to exercise that option option, and (ii) any determination to exercise an of that option to terminate shall be made in good faith.
F. E. If this Regulatory Settlement Agreement is terminated pursuant to its terms, Section XVIII.C then:: 77
1. this Regulatory Settlement Agreement shall be null and void and shall have no force or effect, and no Settling Party or Releasee to this Regulatory Settlement Agreement nor the Participating Regulators shall be bound by any of its terms terms, except for the terms set out in Sections IV.C.4 and IX.F.2 through IX.F.10of this Section XVIII.E;
2. this Regulatory Settlement Agreement, all of its provisions, and all negotiations, statements and proceedings relating to it shall be without prejudice to the rights of the Settling Parties Department, the Participating Regulators or any other Securities Holderthe Company, all of whom which shall be restored to their respective positions existing immediately before the Execution Date, except with respect to the payment execution of Notice and Administrative Expenses as described in Section III.C abovethis Regulatory Settlement Agreement;
3. Releasees (including without limitation the Company and the Individual Defendants) expressly deny any wrongdoing its current and former directors, officers, Producers, employees, agents, attorneys and representatives expressly and affirmatively reserve all defenses, arguments and motions as to all claims that have been or might later be asserted in with respect to the Action;subject matter of this Regulatory Settlement Agreement; and
4. Petitioner expressly and affirmatively reserves all Claims, arguments and motions that have been or might have been asserted in the Action;
5. neither this Regulatory Settlement Agreement, nor the fact of its having been made, shall be admissible or entered offered into evidence in any proceeding for any purpose whatsoever, except to enforce its terms;
6. neither Halliburton’s agreement to the terms set out in this Agreement nor its execution of this Agreement shall constitute or be construed to be an admission by Halliburton that any wrongdoing has taken place, that any of the Individual Defendants (or any other Releasee) has engaged in a breach of his or her fiduciary duties or engaged in any other actionable conduct in connection with the conduct alleged in the Petition or that any of the Claims made in the Action have any merit or are in the best interest of the Company or its shareholders to pursue;
7. neither the Individual Defendants’ agreement to the terms set out in this Agreement nor their execution of this Agreement shall constitute or be construed to be an admission by the Individual Defendants collectively or individually that any of the Individual Defendants has engaged in a breach of his or her fiduciary duties or engaged in any other actionable conduct in connection with the conduct alleged in the Petition or that any of the Claims made in the Action have any merit;
8. the terms and provisions of any confidentiality agreement executed in connection with Section II.D shall continue in full force and effect;
9. the Company shall, consistent with Section III.C above, pay all Notice and Administrative Expenses incurred but not paid as of the Termination Date; and
10. except as expressly set out in the Agreement in Sections III.C,purpose.
Appears in 1 contract