Court order clause samples

For procedure 2(a) for file number 957674-2, the claimant’s state of residence was Connecticut per the Data File and New York per the court order. Management represented the difference was due to a clerical error in the Additional Data File.

The Fund intends to proceed expeditiously after the Certificate of Dissolution is filed to wind up its affairs, settle its liabilities and obtain the Court Order, after which it intends to distribute any available assets to stockholders. The Fund expects the Court Order to be issued within one year following the Effective Time, although there can be no assurance regarding the timing of the Court Order. In order to ensure the maximum protection of the “safe harbor” procedures under Sections 280 and 281(a) of the DGCL, the Fund does not intend to make any liquidating distributions between the Effective Time and the date when the Court Order is issued, although the Fund reserves the right to do so. There can be no assurance as to the amount that the Court will ultimately determine is required to be held back by the Fund. In its petition to the Court, the Fund will provide its view as to the amount of claims and liabilities that is reasonably likely to be payable by the Fund with respect to disputed, contingent and potential future claims and liabilities. The Court will then make its own determination as to the amount and form of security reasonably likely to be sufficient to provide compensation for disputed, contingent and potential future claims and liabilities. As a result, the Fund may be required to withhold up to the maximum potential amount of each potential claim and liability. Such reserves may exceed the amounts ultimately payable with respect to such contingent liabilities and stockholders may not receive distributions of these excess amounts for a substantial period of time.

We plan to make an initial post-dissolution liquidating distribution to our stockholders on our transfer books as of the Effective Time as soon as practicable following entry of the Court Order. Under Section281(a) of the DGCL, the initial post-dissolution liquidating distribution may not be made before the expiration of a period of 150 days from the date of the last notice of rejection given by the Fund with respect to Known Claims. We currently expect the Court Order to be issued within one year following the Effective Time, although there can be no assurance regarding the timing of the Court Order.

If stockholders approve the liquidation and dissolution of the Fund pursuant to the Plan of Liquidation and Dissolution, the Fund intends to make a pre-dissolution liquidating distribution (in cash, Alibaba ADSs or a combination thereof) to stockholders following such approval. See “Proposal No.1: Approval of the Plan of Liquidation and Dissolution—Pre-Dissolution Liquidating Distribution” below for a description of the proposed distribution, including the potential amount and timing of such distribution. The Fund currently expects the Certificate of Dissolution to be filed during the third or fourth quarter of 2019 promptly following the pre-dissolution liquidating distribution, although such filing may be delayed by the Board in its sole discretion. The Fund will issue a press release not less than five days before filing the Certificate of Dissolution to announce (i)that the Board has determined to proceed with the dissolution and (ii)the anticipated filing date of the Certificate of Dissolution. Following the filing of the Certificate of Dissolution, in accordance with the applicable provisions of the DGCL, the Board will proceed to wind up the Fund’s affairs. The Fund intends to rely on the “safe harbor” procedures under Sections 280 and 281(a) of the DGCL to, among other things, obtain the Court Order establishing the amount and form of security for contested known, contingent and potential future claims that are likely to arise or become known within five years of the Effective Time (or such longer period of time as the Court may determine not to exceed ten years after the Effective Time). The Fund will pay or make reasonable provision for the Fund’s uncontested known claims and expenses and establish reserves for other claims as required by the Court Order. The remaining assets or cash of the Fund will be used to make liquidating distributions to stockholders. See “Proposal No.1: Approval of the Plan of Liquidation and Dissolution—Description of the Plan of Liquidation and Dissolution and the Dissolution and Winding-Up Process” below for a description of the liquidating distributions that may be made to stockholders, including the potential amount and timing of any such distributions.

If stockholders approve the Dissolution Proposal, the Fund intends to make a pre-dissolution liquidating distribution (in cash, Alibaba ADSs or a combination thereof) to stockholders following such approval. See “—Pre-Dissolution Liquidating Distribution” below for a description of the proposed distribution, including the potential amount and timing of such distribution. The Fund currently expects the Certificate of Dissolution to be filed promptly following the pre-dissolution liquidating distribution during the third or fourth quarter of 2019, although such filing may be delayed by the Board in its sole discretion. The Fund will issue a press release not less than five days before filing the Certificate of Dissolution to announce (i)that the Board has determined to proceed with the dissolution and (ii)the anticipated filing date of the Certificate of Dissolution. Following the filing of the Certificate of Dissolution, in accordance with the applicable provisions of the DGCL, the Board will proceed to wind up the Fund’s affairs. The Fund intends to rely on the “safe harbor” procedures under Sections 280 and 281(a) of the DGCL to, among other things, obtain the Court Order establishing the amount and form of security for contested known, contingent and potential future claims that are likely to arise or become known within five years of the Effective Time (or such longer period of time as the Court may determine not to exceed ten years after the Effective Time). The Fund will pay or make reasonable provision for the Fund’s uncontested known claims and expenses and establish reserves for other claims as required by the Court Order. The remaining assets or cash of the Fund will be used to make liquidating distributions to stockholders.

(c) Delivery Pursuant to Court Order. Notwithstanding any provision contained herein, upon receipt by the Escrow Agent of a final and non-appealable judgment, order, decree or award of a court of competent jurisdiction (a “Court Order”), the Escrow Agent shall deliver the Escrowed Funds in accordance with the Court Order. Any Court Order shall be accompanied by an opinion of counsel for the party presenting the Court Order to the Escrow Agent (which opinion shall be satisfactory to the Escrow Agent) to the effect that the court issuing the Court Order has competent jurisdiction and that the Court Order is final and non-appealable.

(b) The Escrow Agent is hereby expressly authorized to comply with and obey any Court Order. In case the Escrow Agent obeys or complies with a Court Order, the Escrow Agent shall not be liable to the Subscribers, Boxlight or to any other person, firm, corporation or entity by reason of such compliance.

On March 18, 2021, the independent committee held a telephonic meeting with MagStone and Ogier. During the meeting, representatives from MagStone and Ogier explained to and informed the independent committee of the current status and the effects of Fulcan’s claims and the Court Order. The independent committee instructs Ogier to vigorously defend against Fulcan’s claim. The independent committee directed the Company to postpone the extraordinary general meeting of the shareholders of the Company originally scheduled on March 19, 2021, at 8:30 am (Beijing Time) until further notice and make prompt public disclosure in connection therewith.

7.5Permitted Disclosures. Pursuant to 18 U.S.C. § 1833(b), Executive understands that Executive will not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret of the Company that (a) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to Executive's attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Executive understands that if Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Executive may disclose the trade secret to Executive's attorney and use the trade secret information in the court proceeding if Executive (x) files any document containing the trade secret under seal, and (y) does not disclose the trade secret, except pursuant to court order. Nothing in this Agreement, or any other agreement that Executive has with the Company, is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such section. Further, nothing in this Agreement or any other agreement that Executive has with the Company shall prohibit or restrict Executive from (A) making any voluntary disclosure of information or documents concerning possible violations of law to any governmental agency or legislative body, or any self-regulatory organization, in each case, without advance notice to the Company; or (B) responding to a valid subpoena, court order or similar legal process; provided, however, that prior to making any such disclosure pursuant to this Section 7.5, Executive shall provide the Company with written notice of the subpoena, court order or similar legal process sufficiently in advance of such disclosure to afford the Company a reasonable opportunity to challenge the subpoena, court order or similar legal process.

In connection with the lawsuit filed by the Company’s former officer and director in the Haifa Israel District Financial Court, the Company was required by the court to keep $350,000 of cash restricted. See Note 10 – Commitments and Contingencies – Legal Proceedings. Subsequent to the imposition of this requirement, the Company failed to maintain a sufficient amount of cash to comply with the court order. As of June 30, 2020, there was no event of default or violation of a covenant in outstanding notes resulting from the breach of the court order.

We are subject to a lawsuit filed by our former officer and director, Jona Zumeris, on December 17, 2019 in the Haifa Israel District Financial Court, seeking damages of approximately $900,000 for breach of the Separation Agreement executed on July 4, 2018, and to which matter both parties have agreed to proceed to settle in mediation scheduled to begin in late May 2020. We believe that a major part of the allegations included in the suit are without merit, however, due to the uncertainties of litigation or mediation, we can give no assurance that we will be able to reach reasonable settlement, or if it were to proceed in court, prevail on the claims made against us in such lawsuit. The Israeli court issued a court order demanding that we restrict approximately $700,000 of the Company’s money until the matter is adjudicated. The Company appealed the court order. In February 2020, the Company agreed to restrict approximately $350,000 and agreed to try to settle the matter in mediation which commenced in May 2020. The cash restriction is relating to this dispute is reflected on the balance sheet as “restricted cash.” The court required such amount restricted and separated in the Company’s bank savings account; however, the Company’s bank accounts do not have any restrictions in place which prohibit the Company from using its available funds at its discretion. The Company did not have sufficient amount of cash to comply with the court order and only had restricted cash of $202,000 in its bank account as of June 30, 2020. Following June 30, 2020, the Company has used its available funds, including most of the restricted cash, in order to fund its operations. A settlement was not reached in May and although the mediation process has not yet concluded, the Company believes that it and will now likely go to trial, although no date has been set.

In connection with the lawsuit filed by our former officer and director in the Haifa Israel District Financial Court, seeking damages of approximately $900,000 for breach of a separation agreement, we had agreed to restrict approximately $350,000 of cash and to try to settle the matter in mediation, which commenced in May 2020. We were required by the court to keep such amount of cash restricted. Subsequent to the imposition of this requirement, we failed to maintain a sufficient amount of cash to comply with the court order. As a result of our breach of the court order, we may be found to be subject to court enforcement actions or penalties or be held in contempt of the court, which could have a material adverse effect on our business, financial condition and results of operations.

As further described above, the Court held the Sanction Hearing to consider the fairness of the terms and conditions of the Scheme on November16, 2016. At the conclusion of the Sanction Hearing, the Court issued the Court Order. As detailed above, before sanctioning the Scheme, the Court had to satisfy itself as to the procedural and substantive fairness of the Scheme.

11. No Third Party Cooperation. Employee agrees that Employee will not knowingly encourage, counsel, or assist any attorneys or their clients in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints by any third party against any of the Releasees, unless under a subpoena or other court order to do so or as related directly to the ADEA waiver in this Agreement. Employee agrees both to immediately notify the Company upon receipt of any such subpoena or court order, and to furnish, within three (3) business days of its receipt, a copy of such subpoena or other court order. If approached by anyone for counsel or assistance in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints against any of the Releasees, Employee shall state no more than that Employee cannot provide counsel or assistance.

In October 2018 the Company issued 130,000 shares to a shareholder of the Company pursuant to the non-dilution covenant directed by the 2017 North Carolina court order. The shares were issued under Section 3(a)(10) of the Securities Act.

B. Contracts Divided by Court Order If the terms of a Court Order require you to divide the Contract, we will divide the Contract as near as is practicable in accordance with the Court Order. In order to do so, we will withdraw amounts from your Annuity Account Value and establish a new contract for your former spouse provided that this Contact and the Return of Premium Death Benefit Rider are still available for new business and your former spouse meets the eligibility requirements for purchasing a new contract and Return of Premium Death Benefit Rider. The initial Return of Premium Death Benefit amount under the contract established for your former spouse will be equal to the amount withdrawn from your Contract. If your former spouse does not meet the eligibility requirements, then we will pay the withdrawn amount (a Withdrawal Charge may apply) to your former spouse in a single sum.

Shareholder and Company agree that the issuance of the Replacement Shares shall be made at the risk and expense of Shareholder, unless expressly provided herein.Shareholder shall make or shall cause to be made a diligent search for the Original Certificate and, in the event Shareholder should find or recover the Original Certificate, Shareholder will immediately surrender the same to Agent for cancellation.In the event the Original Certificate is presented to Agent, Company has authorized Agent and has directed Agent in terms of the Joint Indemnity , at Company's expense, (i) to refuse to recognize any person as the owner of, and to refuse to make any payment, transfer, registration, delivery or exchange called for by the Original Certificate to any person or to refuse to take any other action in connection with the Original Certificate pursuant to the request or demand of any person other than Company, (ii) to refuse to issue new or duplicate or definitive securities or other instruments in substitution for the Original Certificate, and/ or (iii) to refuse to make any payment, transfer, registration, delivery or exchange called for by the Original Certificate. This notwithstanding, in the event it is finally determined by a court of competent jurisdiction (with no right of appeal) (“Court Order”) that a person or entity other than Shareholder owns or holds the Original Certificate or the Relevant Shares, the Company shall be entitled to take such steps as are required by such Court Order, and the Shareholder shall instruct the Company and the Agent as may be required pursuant to such Court Order.For the avoidance of doubt, Shareholder hereby agrees to indemnify and hold harmless Company and its affiliates, officers, employees, agents, successors or assigns from and against any and all Damages which Company may incur in connection with or arising from the matters provided for in this paragraph, and Shareholder shall advance all Damages related thereto.

Section3.3.Resignation or Removal.The Escrow Agent may resign by furnishing written notice of its resignation to the Company, and the Company may remove the Escrow Agent by furnishing to the Escrow Agent a written notice of its removal along with payment of all fees and expenses to which it is entitled through the date of termination.Such resignation or removal, as the case may be, shall be effective thirty (30) days after the delivery of such notice or upon the earlier appointment of a successor, and the Escrow Agent’s sole responsibility thereafter shall be to safely keep the Escrow Deposits and to deliver the same to a successor escrow agent as shall be appointed by the Company, as evidenced by a written notice delivered tothe Escrow Agent or in accordance with a court order.If the Parties have failed to appoint a successor escrow agent prior to the expiration of thirty (30) days following the delivery of such notice of resignation or removal, the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent or for other appropriate relief, and any such resulting appointment shall be binding upon the Parties.

9.Cooperation. Subject to paragraph 11 governing Protected Activity, Executive agrees that Executive will not knowingly encourage, counsel, or assist any attorneys or their clients in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints by any third party against any of the Releasees, unless under a subpoena or other court order to do so or as related directly to the ADEA waiver in this Agreement. Executive agrees both to immediately notify the Company upon receipt of any such subpoena or court order, and to furnish, within three (3) business days of its receipt, a copy of such subpoena or other court order. If approached by anyone for counsel or assistance in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints against any of the Releasees, Executive shall state no more than that he cannot provide counsel or assistance. Further, Executive hereby agrees, upon request by the Company, and to the extent reasonably necessary, to cooperate with, and provide assistance to, the Company in good faith with respect to any pending or future litigation, dispute, or investigation involving the Company, including, but not limited to, making himself available at a reasonable time and place to provide deposition testimony or otherwise consult with Company, its agents, and legal advisors, or investigators relating to any such litigation, dispute, or investigation, preserving and providing any information and documents as may be requested by the Company for such litigation, dispute, or investigation, providing truthful declaration testimony or executing other documentation as reasonably requested by the Company. Executive further agrees that Executive will not delete or destroy any information that Executive is obligated to preserve pursuant to any preservation request that Executive receives (or have already received) from the Company or its counsel, or pursuant to any court order about which the Company has given Executive notice. Further, Executive shall be free to cooperate fully with any government agency with respect to any inquiry or investigation it undertakes in connection with the Company, Executive’s employment with the Company, or the employment of any other Company employee.

The health and well-being of our employees, clients, investors and communities is our collective priority. As a result of the anticipated ongoing impact of COVID-19, and in consideration of the evolving protocols from public health and government authorities, we have jointly obtained a court order that allows us to hold our annual meetings in 2021, in whole or in part, using electronic means. The order permits our meetings to be conducted over one or more of webcasting, teleconference or other electronic means, in each case in addition to, or instead of, an in-person meeting, and permits alternative means for distributing meeting materials. In March 2020, we jointly obtained a similar court order. We are considering ways to enhance the participant experience in 2021, leveraging the learnings from our respective 2020 annual meetings. The order was obtained because Canadian banks and insurance companies are not permitted to conduct an electronic annual meeting in lieu of an in-person meeting without relief from the court.