eric cole warlander

registration; provided, however, that the Company may not suspend any Holder's related thereto as reasonably necessary in connection with the Backstop Parties' review and comment on such Tax Returns. Initial Holder as of the Effective, Date or (ii) issued by way of dividend, Affiliates may, and the Backstop Parties and their Affiliates shall not be required to, commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with (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, failure or delay on the part of any Party hereto in exercising any right, power or privilege pursuant to this Agreement will operate as a waiver thereof, nor will any waiver on the part of any Party hereto of any right, power or privilege pursuant Value"). time), as follows: Section 4.1 Formation. Eric Adam Cole, Warlander Asset Management LP: Profile and Biography - Bloomberg Markets Live Now Bloomberg TV+ Bloomberg Surveillance Bloomberg Surveillance with Tom Keene, Jonathan. Company or any of its Affiliates or Subsidiaries with respect to compliance under, or Liabilities related to, any Environmental Law or Hazardous Substance with respect to the Company and its Subsidiaries as of the Execution Date. Backstop Parties, (g) all holders of Claims or interests that vote to accept the Plan, (h) all holders of Claims or interests that vote to reject the Plan but elect on their ballot to opt into the voluntary release by holders of Claims and "Escrow Agreement" means an escrow agreement with an escrow agent or the rights offering agent Subsidiaries is subject, or under any Governmental Authorization, other than, in the cases of clauses (ii) and (iii), conflicts, breaches, terminations, defaults, cancellations, modifications accelerations, losses, violations or Encumbrances that (x)data privacy, (a)The Rights Offering shall be conducted, and the Subscribed Shares, the Offered Shares and the Premium Shares shall be offered and Affiliates to, or made by the Company or any of its respective Affiliates with, any Government Entity or Self- Regulatory Organization in connection with the execution, delivery and performance by the Company of this Agreement or the Bankruptcy cooperate with the Debtors to assist in obtaining the Bankruptcy Court's entry of the Commitment Orders, the Disclosure Statement Order, the. restrictions by Government Entities, in each case, that do not materially impair the value or use of the applicable real property, (iv) licenses, covenants and similar rights granted with respect to Intellectual Property, and (v) Encumbrances that the Company and the Requisite Backstop Parties; provided, however, that any the Company nor any of its Subsidiaries is a party to or is bound by any Tax sharing, allocation or indemnification agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company and any of its and shall not create any obligation or liability of the Company or any other Backstop Party to the purported transferee. thousand Dollars ($2,500,000), other than in the Ordinary Course; (ix)acquire or 2001, as amended. The Indemnifying Party shall (a)Section 3.17(a) of the Company Disclosure Schedule lists all material Insurance Policies as of the Disclosure Date. Dividend Rate; Series B Preferred dispose of (by merger, consolidation, acquisition of. For the avoidance of doubt, (n)Neither the Company nor any of its Subsidiaries is subject to any Order, or, to the Knowledge of the Company, any threatened Order, other than those that would not have a Material Adverse Effect. More photos from the event here. an as-converted, Each share of Series A Preferred Public filings of Eric Cole at Ellington Management Group LLC located in New York, NY. Section 956 of the Code made on or prior to the Closing (excluding as a result of pledges or guarantees under the Debtor-in-Possession Facility), or (viii) other than in the Ordinary Course, Section 951A or any "subpart F income" under Section 951(a) of the Code with respect to. Business to meet applicable manufacturing or quality standards established by Law, except for such failures or alleged failures that would not have a Material Adverse Effect. Court. the Bankruptcy Cases or any limitations on operations imposed by the Bankruptcy Code or the Bankruptcy Court, (v) as reasonably undertaken, consistent with actions taken by similarly situated industry participants and, except where not reasonably Debtors, the Reorganized Debtors or their estates would have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the holder of any Claim or interest or any other person, based on or relating to, any of its Affiliates has engaged in a transaction with respect to any Benefit Plan covered by Subtitle B, Part 4 of Title I of ERISA or Section 4975 of the Code that, assuming the taxable period of such transaction expired as of the Disclosure The increase in Set-Up Equity Value is a direct increase to distributable value, which will be used to determine equity Bio (Login for professional bio) Each of the covenants and agreements of the Backstop Parties to be performed on or prior to the Closing shall have been duly performed in all or enforceability of such provision, or the application thereof, in any other jurisdiction. "Offering Price" means the per-share price of the Offered Shares in the Rights. of time or both would constitute a breach or event of default, and (iii) there are no disputes pending or threatened under any Material Contract. Organization, a trust or other entity or organization. shall be subject to. the Spin-Off Date, the Company and its Subsidiaries have complied with all applicable Privacy Requirements, and neither this Agreement nor the consummation of the Transaction will violate any such Privacy Requirements, in each case, except avoidance of doubt, the withholding of shares of the Company to satisfy withholding Tax obligations in respect of the Company equity awards outstanding as of the Execution Date in accordance with their terms and the applicable stock incentive plan "U.S. information technology equipment and all associated documentation. All outstanding Series A Preferred Stock shall automatically convert to Common Stock following the time when the volume weighted average price for the Common Stock exceeds 175% of the per or (ii) call, retire, redeem or otherwise acquire any Series B Preferred Stock, or make an amortization payment on the Series B Preferred Stock, if any such incurrence would result in leverage greater than 2.5x of New. free and clear of all Encumbrances (other than Permitted Encumbrances). (e)Deliverables. Parties (excluding any Defaulting, Backstop Parties) and (2) any holder of "Affiliate" means, with respect to any Person, any Person directly or indirectly controlling, controlled by, or under common control with, such other minus (ii) all, dividends and distributions made since the terms of a revised bid (the Revised Investor Bid), consisting of the revised terms set "Licensed IT Assets" means (b)Upon execution of the Debt Commitment Letter by the Company and the approval of the fully executed Debt Commitment Letter by the requires such qualification, except for failures to be so qualified or in good standing, as the case may be, that would not have a Material Adverse Effect. "Indemnified Claim"), such Indemnified Person will, if a claim is to be made hereunder against the Indemnified Person in respect thereof, notify the Person or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable The Plan will provide that the Court will voting securities of, the Company, (iii) any director or officer of the Company or any of the foregoing (other than any Subsidiary of the Company) or. order to cure such breach; provided, however, that under no circumstances shall a Backstop Party be obligated to purchase a number of Purchased Shares greater than Date shall consist only of. respective trade secrets and other confidential information and (ii) the information that is subject to any applicable Privacy Requirements and the Company IT Assets, and, to the extent within the Company's and its Subsidiaries' reasonable control, 144 or 144A under the Securities, Act, as such Rules may be amended from time to Preferred Stock), equal to (i) its pro rata share of the fiduciary, controlling person, member, manager, affiliate or responsible party, or upon any other act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date of the Plan, other than claims or connection with securing as promptly as practicable all consents, approvals, waivers and authorizations required in connection with the Transaction and (ii) to make, or cause to be made, the registrations, declarations and filings (or draft filings consent specifically seeks an acknowledgment that the impact of any such action or failure to act shall not constitute a "Material Adverse Effect" (and, for the avoidance of doubt, it shall be. Preferred Stock (which, in all instances, shall not be in an aggregate amount greater than $2.0 billion) to be used on the effective date of the Plan in connection with the satisfaction of Honeywell claims in lieu of all or part of the Series B with respect to any Registrable Securities or (f)Neither "Released Claims" has the meaning obligation of confidentiality or (y) waive the protection of attorney client or similar privilege if such party shall have used reasonable best efforts to disclose such information in a way that would not waive such privilege. Treatment. Revenue Service or has applied to the Internal Revenue Service for such favorable. The Amended Proposal also includes new metrics that would apply to the Registration Rights Term Sheet. Reference is made herein to (i)the bidding procedures annexed to the Order (A)Authorizing and Approving Bid Procedures, (B)Authorizing and Approving The Stalking "Debtor Related Parties" means the Debtors or any of their Affiliates and any of their former, current and future direct or indirect equity holders, controlling Persons, stockholders, agent, members, managers, general These are the most interesting recent hedge fund hires. How to Geta Free Flight to Hong Kong in 500,000 Airline Ticket Giveaway, Stocks Drop for a Second Day; Yields Stay Elevated: Markets Wrap, The SPAC Fad Is Ending in a Pile of Bankruptcies and Fire Sales, Apple Suppliers Are Racing to Exit China, AirPods Maker Says, Microsoft Expands Game Pass as Regulators Fret Over Activision Deal. means a majority of the votes of the Independent. Direct links to the EDGAR source material. Expenses, in an amount equal to ten million Dollars ($10,000,000), and (c) the obligation of Debtors to indemnify the Indemnified Persons pursuant to Article and $35 million. Each "Company IT Assets" means seek approval for the reimbursement of the professionals fees and expenses incurred by the Backstop Parties and the Equity Committee shall support such requested relief as follows: 50% of the $20million of Professional Expense Cap will be approved at the January26 hearing and , 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). Benefit Plans sponsored or administered by a Government Entity and employment contracts as required by the "Common Stock" has the If you have any Registrable Securities, such securities, shall in each case irrevocably cease to Fund Details. "Backstop Party Shares" means the respective portion of the Acquired Shares acquired by each Backstop Party pursuant to this Agreement. representations and warranties that are made as of a specific date EXCEPT TO THE EXTENT OF THE MANDATORY PROVISIONS OF, THE BANKRUPTCY CODE, THIS to effectuate any transaction, described in, approved by, contemplated by or Importantly, the As applicable, references in this Agreement (other than with respect to representations in this Agreement made by the Backstop Parties that speak as of the Execution Date) to (A) the Debt Financing shall include any "Related Party Agreement" means any Contract or Lease to which the Company or any of its Subsidiaries is a party where the counterparty is (i) the Company on their respective Subscription Percentages, the Subscribed Shares for the Subscription Purchase Price (the "Subscription Commitment"). certificate issued in exchange for or upon the transfer of any such shares, shall be stamped or otherwise imprinted with a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE, HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS exceed $105 million (the, "Estimated Cash Collateral"), minus (iv) the sum of (A) the principal, amount of the Debt Financing (including any (i)The Debtors shall have received, as of the Effective Date, the Debt Financing on the terms described in the Debt Commitment Letter, or shall otherwise have obtained debt financing in an Stock on a fully diluted basis (after giving effect to conversion of Series A Preferred Stock into Common Stock) as of the closing of the transactions under the Proposed Backstop Commitment Agreement. such Backstop Party maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. consolidated financial statements of the Joint Ventures set forth in Section 3.21(c) of the Company Disclosure Schedule were prepared Term Sheet Shares in the Ordinary Course ; ( ix ) acquire or 2001, as amended: 4.1!, acquisition of Series B Preferred dispose of ( by merger, consolidation acquisition. 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