with this Agreement or the Transaction (including as a result of the failure to consummate the Closing or for a breach or failure to perform hereunder or otherwise) shall be an amount equal to the Aggregate Commitment Premium plus the Professional
merely provide the backstop for the equity check required for the Debtors to deleverage their own balance sheet prior to exit. acceleration (whether after the filing of notice or the lapse of time or both) of any right or obligation (including payment obligations) of the Company under, or result in a loss of any benefit to which the Company is entitled under, any Contract
an allowed administrative expense of the Debtors' estate under Sections 503(b) and 507 of the Bankruptcy Code, which, for the avoidance of doubt, shall be otherwise deemed to be on a pari passu
consummation of the Transaction. Section
The hedge fund is up 30% for the year. Modifications" means modifications, amendments, side letters or other agreements relating to the Debt Commitment Letter that would (A) impair, delay or prevent the consummation of the Transaction, (B) reduce the aggregate amount of the Debt
Backstop Party shall not constitute a breach for purposes of this Section 7.3(b) to the extent that such Defaulting Backstop Party's. providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification
"Backstop Shares" has the meaning set forth in the Recitals. Employee except for increases or decreases in base salary or wages
all Tax returns consistent with, and take no position inconsistent with, such treatment (whether in audits, Tax returns or otherwise) unless required to do so pursuant to a "determination" within the meaning of Section 1313(a) of the Code. or consummation of any of the proposals or transactions set forth in such clause (i); (y) in the case of clause (ii) above, until the earlier to occur of the filing by the Company of its next succeeding Form 10-K or Form 10-Q or the date upon which
2"DIP Claims" means any Claim against any of the Debtors arising out of or related to the senior
Section
Section 10.9 Counterparts. The novel coronavirus is a pandemic that came on fast and hit us at the worst possible moment because we had a long tilt in our positions, Dalio wrote to his investors in March. mutually agreed in writing between the Company and the Requisite Backstop Parties, the Closing shall take place at the offices of Sullivan & Cromwell LLP, 125 Broad Street, New York, New York 10004, at 10:00 A.M. New York City time, on the fifth
Except for the representations and warranties expressly set forth in this Agreement, such Backstop Party has independently evaluated the merits and risks of its decision to enter into this Agreement and disclaims reliance on any
in, connection with the Transaction ("Existing Share Rights") shall be entitled, to retain such rights;
Following the Effective Date, each of Owl Creek Asset Management, L.P., Warlander. Eric Cole, a former trader for David Tepper's Appaloosa Management, has raised about $1 billion for his new firm, Warlander Asset Management. The Company shall commence the Rights Offering whereby the, current holders (the "Existing Stockholders") of shares of the Common, Stock (the "Existing Shares") shall be granted rights (the "Subscription, Rights")
documents. the Execution Date, the Parties will negotiate in good faith and use their reasonable best efforts to agree on the form and terms (including exercise price and number of shares of Common Stock issuable upon exercise) of warrants exercisable for the
securities laws, federal securities laws or state securities or Blue Sky laws in connection with the offer and sale of the Backstop Party Shares, and (e) such consents, approvals, authorizations, registrations or qualifications the absence of which
Section 8.1(f)(ii), Section 8.1(f)(iii), Section 8.1(f)(iv) or Section 8.1(g), the
Equity Committee, (c) the DIP agent and lenders, (d) the prepetition credit agreement agent and lenders, (e) the indenture trustee. Preferred Stock which would otherwise be issued to Honeywell. days prior to the date (including extensions) on which such Tax Returns are required to be filed (in the case of income Tax Returns) or reasonably promptly in advance of the date (including extensions) on which such Tax Returns are required to be
then-current Commitment Percentages, of the Reverse Termination Payment, or (b) any damages that may be payable by any other Backstop Party. Existing Shares pursuant to the Rights, Offering, consisting of
"Order" means any order, writ, judgment, award, injunction or decree of any court or other Government Entity or regulatory authority of competent
Section 9.1 Company Indemnity. respect to the Business as the Backstop Parties from time to time
Leda Bragas Systematica BlueTrend fund, for example, was up 9.4% for the year as of March 27, 2020. to the Bankruptcy Court's entry of the Confirmation Order, when issued and delivered to the Backstop Parties, the Acquired Shares will be duly authorized, validly issued, fully paid, non-assessable. (including after giving effect to the market flex provisions) or that are otherwise reasonably acceptable to the Company and the Requisite Backstop Parties. millersc@sullcrom.com dietdericha@sullcrom.com, Sullivan & Cromwell LLP 1 New Fetter Lane London EC4A 1AN United
Preferred Stock), equal to (i) its pro rata share of the
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Company, not to be unreasonably, withheld, and the Company shall have the right
Bid (including in the Backstop Commitment Agreement and the Transaction Documents relating thereto) remain in effect and are incorporated as part of this Revised Investor Bid. Company and its Subsidiaries may hire an Employee to replace a terminated Employee on terms and conditions substantially comparable to those that applied to such terminated Employee, (F) terminate the employment of any Employees with base
Benefit Plans sponsored or administered by a Government Entity and employment contracts as required by the
transaction. Backstop Party shall have the right to assume a portion, based on the Adjusted Commitment Percentage (or such other proportion as agreed among the Non-Defaulting Backstop Parties) of such Defaulting. Item 6 of the Schedule 13D is amended and supplemented as
in any way related thereto shall be deemed
The term "Junior Liquidation, Preference" means the principal amount from time to time, equal, to the Initial Junior
"Permitted Transferee" means (i) an Affiliate of such Backstop Party, (ii) a Related Fund, (iii) any other Backstop Party or (iv) any other Person that
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. "Environmental Law" means
Days of receipt of such notice, or (d) the Indemnifying Party shall have authorized in writing the employment of counsel for such Indemnified Person. organization. Section
to. "Company Intellectual
Antitrust Laws. The amount of debt financing to be agreed upon by the Debtors, the Equity Committee and the Backstop Parties no
applicable, is determined or taken into account with reference to the activities of any other Person. result of: (i) any change in, or use of an improper, method of accounting for a taxable period ending on or prior to the Effective Date; (ii) any "closing agreement" as described in Section 7121 of the Code (or any corresponding or similar provision
Except with respect to Pending Income Tax Returns, the Company shall deliver drafts of all Applicable Tax Returns to the Backstop Parties no later than thirty (30) days prior to the date (including
His mother is Laura Baugh, a former star on the LPGA and U.S. Women's Amateur champion, while his father Bobby Cole is a standout player from South. Several layers of bond counsel and the attorney general are required to sign off on bond offerings, and these met those standards. The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section18 of the Securities
issues that have been raised by the relevant taxing authority in connection with any examination, audit, proceeding, assessment or investigation of the Tax Returns referred to in Section 3.9(a) are currently pending, and all deficiencies asserted or assessments made, if. requested thereby, such records as required by applicable law, provided that such Backstop Party is permitted to do so under applicable law. Section 3.18 Material Customers and Suppliers. means any intellectual property or proprietary rights arising anywhere in the world, whether or not registered, including in or with respect to any of the following: (i) trademarks, service marks, brand names, domain names, social media identifiers
Following the Effective Date, any Backstop Party that, together with its Affiliates, holds 5% or more of the outstanding Voting Stock shall be entitled to appoint an observer to the Board;
December10, 2020 (filed with the Schedule 13D). The Plan shall provide for, among other things: the reorganization of the Debtors (the "Reorganized Debtors"); the recapitalization of GMI (as
with the terms of the Registration Rights Agreement. the a Person is or may become obligated to issue, deliver, offer or sell, or giving any Person a right to subscribe for or acquire, or in any way dispose of, any shares of the capital stock or other equity interests or (c) any securities or
Get our editors daily picks straight in your inbox! Confirmation Order, and any other order in respect of the Restructuring Transactions; and (iii) reasonably cooperate with the Debtors in
promulgated, enforced or entered by a Government Entity or Self-Regulatory Organization. "Non-U.S. Transfer of Purchase Commitment
replaced in a manner consistent with this Section 6.5, (ii) negotiate and have the Debtors enter into definitive
and correct list of all material Leased Real Property as of the Disclosure Date. You can still earn a $250k salary in crypto in 2023 as an engineer. 4 of the Schedule 13D is amended and supplemented as follows: The Investors submitted an amended proposal to the Issuer on
a Demand Registration if the Company determines in good faith. individually or in the aggregate, (a) has had or would reasonably be expected to have a material adverse effect on the business, assets, financial condition or results of operations of the Business, taken as a whole; provided, however, that none of the following shall constitute, or be taken into account
BSA, as amended by the Patriot Act and its implementing regulations. 2023 eFinancialCareers - All rights reserved. "Indemnified Person" has the meaning set forth
(c)Negotiation of Definitive Documents. reasonable best efforts to cooperate with the Company and the Debt Financing Sources Related Parties, in each case in connection with the Debt Financing, including by participating in a reasonable number of meetings, drafting sessions,
Litigation brought or initiated by a Government Entity or (iii) been threatened in writing by a Government Entity with any Litigation, in each case with respect to the failure or alleged failure of any product produced. (c)Certificate. (c)Since
existing Claims and interests, a, channeling injunction with respect to Claims
Erica and Eric are a lot of fun and I really enjoyed their wedding day. The Indemnifying Party shall
Notwithstanding anything
"Bankruptcy Court"),
20-12212, ECF No. would consist only of: (i)reinstated shares of Common Stock; (ii)up to $600million (and no less than $400 million) of Series A Preferred Stock issued to holders of existing shares of Common Stock (as may be limited pursuant to
2001, as amended. Such
doubt, such portion to be not borne indirectly by any of the
(vi)On or prior to April 22, 2021, the Bankruptcy Court shall have entered the Confirmation Order. "Athlete | Empire" presents the in-depth, intimate stories of these businesses, as told by the players themselves. Effect" means any events, circumstances, occurrences, facts, conditions, changes, development or effect (each, an "Effect") that,
performance by it of this Agreement. (a)Section 3.23(a) of the Company Disclosure Schedule sets forth a complete and accurate list of all Labor Contracts as of the Execution
liability) and whether or not the same would be required by U.S. GAAP to be reflected in financial statements or disclosed in the notes thereto. Shares" has the meaning set forth in the Recitals. AMENDED (THE "ACT"), OR ANY OTHER APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED OTHER THAN PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN AVAILABLE EXEMPTION FROM REGISTRATION THEREUNDER.". Designation" means that certain Series B Certificate of Designation setting forth the terms governing the Series B Preferred Stock (if any), in form and. has the meaning set forth in Section 9.2. Except for the representations and warranties contained in this Article IV or in any certificate delivered with respect to
action, remedies and liabilities whatsoever, including any derivative claims asserted or assertable on behalf of a Debtor or Reorganized Debtor, and its successors, assigns, and representatives, whether known or unknown, foreseen or unforeseen,
Shares and any Offered Shares acquired by such Backstop Party pursuant to the Rights Offering shall not be offered for sale, sold or otherwise transferred by such Backstop Party except pursuant to an effective registration statement under the
Debt Financing at emergence of at least $1.3billion, with a possible maximum amount of $1.5billion. benefits of the Investor Groups proposal are clear: Honeywell, which also opposes a sale of the company to KPS, can never claim they are harmed by the Standalone
further force or effect if the Backstop Parties are not the winning bidder or the alternate bidder (as defined in the Bidding Procedures Order) at the Auction. jointly. Backstop Parties and the Company. representatives solely when acting in any such capacities. Kallie: Eric Cole and Warlander. Ellington will become its investment manager while an affiliate serves as general partner . into a Registration Rights, Agreement in form and substance consistent
Except as provided in this
Property is solely and exclusively owned by the Company or its Affiliates, free and clear of any Encumbrances other than Permitted Encumbrances and (y) the Company Intellectual Property and the Licensed Intellectual Property, to the Knowledge of the
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