or in response to COVID-19. Neither the Company, on the one hand nor the Backstop Parties, on the other hand shall participate in any meeting with any Government Entity in respect of any such filings, investigation or other inquiry without giving the each other
(e)No Litigation, including any proceedings by any Government Entity, are pending, or, to the
Debtors shall pay to each Backstop Party its Commitment Premium plus any Professional Expenses not previously reimbursed (or, if the First Commitment Order has been entered, but not the Second Commitment Order, such Backstop Party's pro rata portion of the amounts of the Aggregate Commitment Premium and the Professional Expenses that were approved by the Bankruptcy Court in the First Commitment Order); provided, however, that the Debtors shall not be obligated to pay such Commitment Premium
members of the "immediate family" (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act) of any of the foregoing. properties, Contracts and books and records of the Business, (ii) furnish, or cause to be furnished, to the Backstop Parties any financial and operating data and other information that is available with. financial and business matters such that it is capable of
Common Stock) and (D) the date, on which such securities (or the Covered
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. and correct list of all material Leased Real Property as of the Disclosure Date. Transfer of Purchase Commitment
The obligation of the Company to effect the Closing is subject to the satisfaction (or waiver) prior to the Closing of the
Escrow Account in accordance with the Escrow Agreement and funding of the Purchase Commitment, and (b) duly executed counterparts of the Registration Rights Agreement, the Other Governance Agreements (to the extent contemplated to be signed), if
facility (including, all buildings, structures, fixtures, building systems, equipment, improvements and all components thereof) included in the Company Assets (i) is in all material respects in good operating condition and repair and is
Professional Expenses will constitute liquidated damages (and not a penalty), and, other than their rights to specific performance under Section 10.12
causes of action actually known or suspected to exist at the time of execution of such release. appreciation rights, restricted stock, performance stock, phantom stock, redemption rights, rights of first refusal, repurchase rights, agreements, arrangements or commitments of any. (vi)On or prior to April 22, 2021, the Bankruptcy Court shall have entered the Confirmation Order. 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
knowledge of the Backstop Parties, no event has occurred that (with or without notice, lapse of time or both) would reasonably be expected to constitute a breach or default by the Debt Financing Sources party thereto under the Debt Commitment
Agreements" means binding Organizational Documents (other than the Certificates of Designation) or governance agreements, including an amended and restated certificate of incorporation and bylaws of the Company in a form reasonably acceptable
8.3with respect to matters covered by the Commitment Orders shall be effective upon entry of the
Approval. the Series A Preferred Stock and the Common Stock. From and after the Record, Date, interests in the Subscription Rights may not be transferred in any. The "Series B Preferred Stock" will have terms and conditions consistent, with the following and
the Junior Liquidation Preference of 7.00% per, annum or such other rate as
--
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. warranties, covenants or agreements under this Agreement; (c)by either the Requisite Backstop Parties or the Company, by giving written notice of such termination to the other Party, if the Closing shall not have occurred on or prior to the Outside
Expenses. (a)Subject
In 2014, the institute helped defeat a movement to amend the Illinois Constitution and replace the states flat income tax with a progressive income tax. Plan. as may be designated by the Company. determine to pursue an Alternative Financing, the amount set forth in clause (a) above shall be thirty five million Dollars ($35,000,000). "Taxes" means (i) all federal, state or local and all foreign taxes, including income, gross receipts, windfall profits, value added, property, production,
consummate the Closing or for a breach or failure to perform hereunder or otherwise) following termination of this Agreement, and none of the Backstop Party Related Parties shall have any further Liability relating to or arising out of this
Preferred Stock holding at least 75% of Series A Preferred Stock, if New GMI's annual adjusted EBITDA on a consolidated basis falls below $475 million in any year, the annual amortization payments on Series B Preferred Stock for that year shall be
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. Section 10.12 Specific Performance. If the Non-Defaulting Backstop Parties do not exercise such rights to cure such breach, then the Company may require the Non-Defaulting Backstop Parties to purchase such number of Purchased Shares required to be purchased in
The big multimanager hedge funds seemed to hold their own while markets were being rocked in March, but even for them it was a wild ride. 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
For the avoidance of doubt, no component of Indebtedness (including clause (ii)) shall result in a decrease to
The terms of the Amended Proposal are on the terms and subject to the conditions included therein, as well as negotiation with, and approval
shall be subject to. As of the Execution Date, there are no outstanding or unresolved comments in any comment
to Taxes, including any schedules or attachments thereto and any amendments thereof. On Perry Street, Monaghan thought everything was headed toward a sale. Section 10.11 Severability. (i)three years after each such shelf registration statement was declared effective and (ii) the day after the date on which all of the Registrable Securities covered by such shelf registration
after consultation with its advisors or legal counsel, that the offer or sale of Registrable Securities would reasonably be
Effectiveness. If you have any
IX; provided, however, that if the Debtors
following the Effective Date, New, GMI shall deliver to the Backstop Parties a
references herein and the table of contents hereof are for convenience purposes only, and shall not be deemed to limit or affect any of the provisions hereof. the occurrence of such event; provided, however, that the terms of such
customary in the business in which the Company and its Subsidiaries are engaged, and the Company's and its Subsidiaries' Insurance Policies are with reputable insurers in such amounts and covering such risks as the Company reasonably believes to be
(c)Negotiation of Definitive Documents. follows: Section 3.1 Organization and
(d)If
"Software" means any and
condition for any period, whether such projections, forecasts, estimates or predictions were made by the Company or any of its Affiliates or by independent third parties (provided, however, that the underlying cause of such failure to meet such projections,
"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
Section 10.5 No Assignment or Benefit to Third
(b)Notwithstanding
means any Backstop Party that fails to timely fund its Funding Amount within two (2) Business Days after written notice of its failure to fund the Funding Amount by the Funding Deadline or to fully exercise all Subscription Rights in accordance with
Cole could not immediately be reached for comment. Execution Date (including market flex provisions), or agree to any term (including any market flex term) less favorable to the Backstop Parties or the Debtors in any material respect than such term contained in the Debt Commitment Letter as in
securities or by contract or otherwise. auction, if any, conducted pursuant to the Bidding Procedures Order. Backstop Party's "Subscription Percentage", and collectively, the "Subscription Percentages"), the Subscribed Shares for an aggregate purchase price of $140,000,000 (the, "Subscription Purchase Price"), and (b) at the
shall not be effective prior to entry of the Second Commitment Order, (b) the obligations of the Company under Section 2.10 and Section. What are Singapores best universities for finance? (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
Using bond money to cover general expenses, speculate in the market, or pay past-due bills isnt a "specific purpose" for incurring state debt, but rather another name for deficit financing, the complaint said. Notwithstanding anything
3.24 Broker and Finders. the. misappropriate or otherwise violate the Intellectual Property of any other Person and (iii) to the Knowledge of the Company, none of the Company Intellectual Property or any Licensed Intellectual Property is being infringed upon, misappropriated by
jointly administered as In re Garrett Motion Inc., et al., Case No. free and clear of all Encumbrances (other than Permitted Encumbrances). At the Closing, the Parties shall deliver all such
Key People in Warlander Partners, LP: Eric Cole Alex Ginzburg Marc Pfeffer - Warlander Asset Management, LP - Warlander Partners GP, LLC. Reorganized Debtors in the ordinary course of business. "Commitment Premium" means, with respect to each Backstop Party, an amount equal to the Aggregate Commitment Premium, multiplied by such Backstop Party's Commitment Percentage. The Amended Proposal also includes new metrics that would apply to the
Threshold" means, for current Employees, in the case of any Employee located outside of Switzerland, base compensation of less than two hundred fifty thousand Dollars ($250,000) and, with respect to any Employee located in Switzerland, base
The Parties acknowledge and agree that in no event shall the maximum aggregate liability of the Backstop Party Related Parties following termination of this Agreement exceed an
(a)Each of the Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization and has all requisite
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. (a)Tax Return Preparation and Filing. Certificate of Designation" means that certain Series A Certificate of Designation setting forth the terms governing the Series A Preferred Stock in form and substance reasonably acceptable to the Company and the Requisite Backstop Parties
"Percentage Allocation"): the percentage of fully diluted shares
issued pursuant to the Plan (including, Covered Series A Securities) and held by any
In addition to Pritzker, the lawsuit names as defendants state Treasurer Michael Frerichs and Comptroller Susana Mendoza. (a)Subject
with deferred amounts accumulating at the
amortization and dividends at the option of New GMI. the Chicago Board of Trade, the NYSE, any national securities exchange (as defined in the Exchange Act), any other securities exchange, futures exchange, contract market, any other exchange or corporation or similar self-regulatory body or
rights as a Holder on a pro rata, basis in connection with the transfer,
Notwithstanding the foregoing, in no event
with the terms of the Registration Rights Agreement. Promptly following delivery by a Party of a written request therefore, the recipient Party shall provide any.
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