Effective as of the Effective Date, the Company shall (and shall cause the other Debtors to) waive, release, remise and discharge each of the Backstop
requested thereby, such records as required by applicable law, provided that such Backstop Party is permitted to do so under applicable law. Alex Ginzburg, formerly a partner at MatlinPatterson Global Advisers, is the new firm's head of research. respective Backstop Percentages, the Backstop Shares for the Backstop Purchase Price (the "Backstop Commitment" and, together with the Subscription
the Company, provided that the. of the Series A Preferred Stock but senior to
such Holder and its Affiliates, beneficially own less than 5% of the
by the Backstop Parties in the Rights Offering and the Purchased Shares purchased by such Indemnified Person. Date. The "ASASCO Residual Value" shall mean the amount determined by the Debtors and included in the plan supplement to be equal to the value of the assets of ASASCO (including its
"Organizational Documents" means a Person's articles of association, certificate or articles of incorporation and by-laws or comparable governing
3.22(i) of the Company Disclosure Schedule sets forth a true, correct and complete list of all current Employees employed in the Business as of the Disclosure Date (identified by employee identification number) and Independent
by the Debtors and the Backstop, Parties, but not less than
action, as applicable, is required under applicable Law or required in connection with the discharge of its fiduciary duties under applicable Law. Neither the Company nor
applicable Law, except for violations that would not have a Material Adverse Effect and (iii) the Company and its Subsidiaries have all Governmental Authorizations necessary for the conduct of the Business as currently conducted, other than those
Backstop Parties. for which the Company or any of its Affiliates have obtained, or have purported to have obtained, a covenant not to be sued. Further Revised Bid Letter submitted by Cetus Capital VI, L.P., Owl Creek Asset Management, L.P., Warlander Asset Management, L.P., Jefferies LLC, Bardin Hill Opportunistic Credit Master Fund LP, and Marathon Asset Management L.P.,
Subsidiaries included in the definition of "Debtors" to (i) use commercially reasonable efforts to comply with all Milestones, (ii) use commercially reasonable efforts to (x) obtain Bankruptcy Court approval of the Commitment Orders, the Disclosure
to the Bankruptcy Court's entry of each applicable Commitment Order, in the event of the termination of this Agreement pursuant to Section 8.1(b)
What are Singapores best universities for finance? , Section 8.1(c), Section 8.1(e), Section 8.1(f)(i) (but only if any of the Milestones set forth in Section 5.1(a)(i), Section 5.1(a)(iii), Section 5.1(a)(iv), and/or Section 5.1(a)(v) has not been satisfied). Were done with the far rights dangerous financial games to pull Illinois underwater. (i) as a result of being or having been before the Closing a member of an affiliated, consolidated, combined, unitary or similar group, or a party to any agreement or arrangement, as a result of which liability of the Company or such Subsidiary, as
Entity" means any non-U.S. or U.S. federal, state or local government or subdivision thereof, or legislative, judicial, executive, administrative or regulatory body or other governmental or quasi-governmental entity with competent
all commitment and other fees under or arising pursuant to the Debt Commitment Letter. Section 8.1(f)(ii), Section 8.1(f)(iii), Section 8.1(f)(iv) or Section 8.1(g), the
payable as incurred to date and thereafter: and. From time to time after the Effective Date, each Party shall, and shall cause its respective Affiliates to, promptly execute, acknowledge and
Get our editors daily picks straight in your inbox! amortization of the Series B Preferred Stock (and the principles for modifying the same to adjust for the value ultimately determined to be distributable with respect to the Honeywell Spin-Off Claims under the Plan); provided, however, that any agreement involving a scheduled term of less than 20 years or quarterly scheduled payments in excess
The
Approval. Affiliates (including funds managed or advised by the Backstop Parties). local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code, or an entity whose underlying assets are considered to include "plan assets" of any such plan, account or arrangement (each, an "ERISA Plan") subject to the fiduciary or prohibited transaction provisions of ERISA or section 4975 of the Code, such Backstop Party represents and
efforts to cause their respective Representatives to use their reasonable best efforts to, provide cooperation in connection with the arrangement of the Debt Financing as may be customary and reasonably requested by the Company, including using
pursuant to which the Company or any of its, Subsidiaries (A) receives or is granted any
"Material Adverse
Claims under the Debtors' prepetition credit agreement (each such
Effect. and its Subsidiaries operate or (b) would, individually or in the aggregate, prevent or materially impair the Company's ability to consummate the Transaction. Each Benefit Plan which is intended to be qualified under Section 401(a) of the Code, has received a favorable determination letter from the Internal
(b)Since the Spin-Off Date, neither the Company nor its Subsidiaries (nor, to the Knowledge of the Company, any legally
the Debtors and 100% of the Backstop, Parties may agree (the "Dividend Rate"), payable quarterly from. The Company will fully pay, or cause to be paid, all Debt Commitment Fees as and when they become due and payable. registration statement under the Securities Act or in a transaction exempt from or not subject to registration under the Securities Act and any applicable state securities laws. amounts under the UniCredit SCF Facility, (y) bank acceptance draft issuances in China and (z) Discounted Promissory Notes; it being understood and agreed by the Parties that all the foregoing items in clauses (x), (y)and (z)
deliver any other assurances or documents or instruments reasonably requested by another Party and necessary for the requesting Party to satisfy its obligations hereunder or to obtain the benefits of the Transaction. process of imposing any lien for Taxes on any of the Company Assets, in each case, other than Permitted Encumbrances. Doctor at Family Physicians of Spartanburg. While such discrete valuation is litigable, it defies logic that Honeywell could ever prove to the Bankruptcy Court that the Debtors grossly overvalued the Standalone Plan. The Parties shall use (but subject in
(d)Certificate. Value"). Antitrust Laws. This Agreement
In 2017, the state issued $6 billion of of general-obligation debt backed by income taxes to pay off a portion of a $15.2 billion backlog of unpaid bills that had accumulated during the previous two years, when then-Governor Bruce Rauner and the legislature failed to pass a budget. Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party and (iv) agrees that service of process upon such Party in any such action or proceeding shall be effective if notice is given in accordance with. The obligation of the Company to effect the Closing is subject to the satisfaction (or waiver) prior to the Closing of the
representations and warranties set forth in this Agreement, as if such Affiliate or Related Fund was a Backstop Party. Transfer of Purchase Commitment
Except as otherwise provided herein, neither this Agreement nor any of the rights, interests or
(c)No Prohibition. ($2,000,000) or obligating the Company or any of its Subsidiaries to make a capital contribution in excess of two million Dollars ($2,000,000); (vi)Contracts that (A) grant exclusive rights to any Person, (B) contain non-competes or any other covenants purporting to prohibit, restrict or limit in any respect the freedom of the
offering of such Registrable
The Renaissance Institutional Diversified Global Equities Fund was down 10% in the first quarter. At any time and from time to time following the date which is six (6) months, from the Effective Date, any Holder or Holders representing at least ten percent, (10%) of the total number of outstanding shares of Common Stock (after giving, effect to conversion of Series A Preferred Stock into Common Stock) as of such, date may request that the Company effectuate a registered underwritten public, offering of some or all of such Holders' Registrable Securities as may be, specified in the request (which Registrable Securities must either (i) have an, aggregate market value of at least fifty million dollars ($50,000,000) or (ii), represent at least ten percent (10%) of the total number of outstanding shares of, Common Stock (after giving effect to conversion of Series A Preferred Stock into. None of the
hereto, which responds to the points mentioned in correspondence from Mr.Dietderich, and shows material improvement upon the Pending Bid. (c)The audited
"Disclosure Date" means September 20, 2020. or Common Stock, each as consistent with this Term, Sheet, (b) cash reimbursement of reasonable
Appaloosa Management's Eric Cole is planning to start a hedge fund with the backing of his billionaire boss David Tepper. Insurance Policies, except as would not reasonably be likely to be, individually or in the aggregate, material to the Business or the Company and its Subsidiaries. rights, except as would not reasonably be likely to be, individually or in the aggregate, material to the Business or the Company and its Subsidiaries. The Company shall have commenced the Rights Offering on the Subscription Commencement Date, the Rights Offering shall have been conducted
no later than five (5) days prior to the date (including extensions) on which such Tax Returns are required to be filed, (y) the Company shall not unreasonably fail to reflect any comments requested by the Backstop Parties reasonably promptly in
Following the Effective Date, each of Owl Creek Asset Management, L.P., Warlander. If the proposed transaction is not consummated and the definitive Backstop Commitment Agreement is terminated by the Investors, the Investors agree that the cash payment of an
(c)As of the Effective Date, none of the capital stock or other equity interests in the Company will be subject to any voting trust agreement, stockholder agreement, proxy or other contract,
: General Counsel, By: /s/ John Freese /s/ Suzanne McDermott. Acquired Shares, the Series A Preferred Stock otherwise issued pursuant to the Rights Offering, the Series B Preferred Stock (if any), and the Common Stock, (ii) preemptive or other outstanding rights, options, warrants, conversion rights, stock
Hedge Fund and Insider Trading News: Ray Dalio, Bill Ackman, Warlander Asset Management, Corporate Office Properties Trust (OFC), Symantec Corporation (SYMC), and More, Hedge Fund and Insider Trading News: Ray Dalio, Warlander Asset Management, Copper Street Capital, Avangrid Inc (AGR), Knowles Corp (KN), and More, Hedge Fund and Insider Trading News: Daniel Och, Bill Ackman, Warlander Asset Management, FrontPoint Partners, Morphic Holding Inc (MORF), Acorn Energy Inc (ACFN), and More, Hedge Fund and Insider Trading News: Simon Sadler, Ray Dalio, George Soros, Neil Woodford, Warlander Asset Management, ArQule, Inc. (ARQL), Century Communities Inc (CCS), and More, How to Best Use Insider Monkey to Increase Your Returns, 6 Things You Didn't Know About Hedge Funds. (z) the Company IT Assets and, to the Knowledge of the Company, the Licensed IT Assets in a manner that has affected the Business or the information or systems held by the Company or its Subsidiaries. "Company" has the meaning set forth in the
Find thousands of job opportunities by signing up to eFinancialCareers today. an, amount equal to such holder's allowed Prepetition Credit Agreement, Holders of Prepetition Credit Agreement Claims are impaired. act or omission in connection with these Bankruptcy Cases, including (a) the operation of the Debtors' businesses during the pendency of these Bankruptcy Cases; (b) the administration of Claims and interests during these Bankruptcy Cases; (c)
5"Restructuring Support Agreement" means that certain Restructuring Support Agreement dated as of, September 20, 2020, by and among GMI, the Debtors party thereto and the consenting lenders party thereto, as amended,
relations page on the Company website. Alternative Financing Commitment Letter or Alternative Financing Commitment Letters relating to such Alternative Financing in an aggregate principal amount (excluding, for the avoidance of doubt, any commitments under revolving credit facilities)
with respect to breaches of Contracts, torts, infringement or violations of Law) or (iii) incurred in connection with the negotiation of this Agreement, except in each case as would not reasonably be likely to be, individually or in the aggregate,
"OFAC List" means the List
(as defined, the reinstatement, payment in full
Date not to exceed, $1.2 billion (plus any funded portion of any
voting equivalent of one share of Common
The Amended Proposal would provide for the reorganization of the Debtors and the recapitalization of the Issuer (as reorganized, New
of any Holder. stock pursuant to Section 313.00(C) of the, No payment of
amount equal to $7,000,000 pursuant to the Debt Commitment Letter, and (b) the obligation of Debtors to indemnify Persons pursuant to any indemnification obligations to be entered into in connection with the Debt Commitment Letter. Ashley Jones Cole married woman- so no slidin' into my dms mama, smama & doggie mama animal lover As used herein, "Holder" shall mean any Initial Holder or any, Permitted Transferee (as defined below) who
None of the Company or any of its Subsidiaries has taken any action that would reasonably be expected to cause the Backstop Parties or any of their respective Affiliates to have any material liability or other material
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