obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person,
Leda Bragas Systematica BlueTrend fund, for example, was up 9.4% for the year as of March 27, 2020. (a)Subject
Section 10.7 Fulfillment of Obligations. The record date which will be used to determine the persons who will, receive the Subscription Rights pursuant to the Rights Offering shall, be the record date used to determine which Existing Stockholders are, The Rights Offering shall commence on the date on which the, solicitation of votes to approve the Plan is commenced (the, "Subscription
"Company IT Assets" means
Parties that speak as of the Execution
diluted basis (after giving effect, to conversion of Series A Preferred Stock into
certified mail, return receipt requested or (c) upon confirmation of receipt, if sent by email; provided, however, that the notice or communication is sent to the address or email address set forth below (or such other address as may be designated in writing hereafter, in the
Business Day thereafter. Each holder of
Section 8.1(d)), by the Company, by
"Purchase Commitment" has the meaning set forth in Section 2.2
wages, hours, overtime compensation, child labor, occupational health and safety, workers' compensation, employee leaves, hiring, promotion and termination of employees, meal and break periods, unemployment compensation insurance, withholding and
number of shares of Series A Preferred Stock equal to eighty percent (80%) of the number of shares of Series A Preferred Stock to be issued pursuant to the Plan (excluding, for the purposes of calculation, the Premium Shares). Effect" means any events, circumstances, occurrences, facts, conditions, changes, development or effect (each, an "Effect") that,
million Dollars ($35,000,000) over the remaining term; (x)settlement, conciliation or similar agreements or Orders with (A) any Government Entity or (B) any other third party pursuant to which in the case of this clause (B) the Company or any of
misappropriation or other violation of any of the foregoing anywhere in the world. provided, however, that, solely with respect to any Backstop Party entitled
Benefit Plans. successors, assigns, and representatives, whether known or unknown, foreseen or unforeseen, liquidated or unliquidated, contingent or fixed, existing or hereafter arising, in law, at equity or otherwise, whether for indemnification, tort, contract,
delivering to the Company a, joinder; and (d) the Company is given written
up to $630million worth of shares of a new class of Series A Preferred Stock of New GMI (of which
Backstop Parties. shall become due and payable. "Subscribed Shares" means a number of shares of Series A Preferred Stock equal to twenty percent (20%) of the number of shares of Series A Preferred Stock to be issued pursuant to the Plan (excluding, for
sublicense to, or covenant not to be sued under, any Intellectual Property material to the Business (other than immaterial, non- exclusive licenses granted in the Ordinary Course of business); and. described below). (a)Section 3.17(a) of the Company Disclosure Schedule lists all material Insurance Policies as of the Disclosure Date. If such Backstop Party is
Promptly following delivery by a Party of a written request therefore, the recipient Party shall provide any. "Export
constitute Registrable Securities upon the, earliest to occur of: (A) the date on which
offering of such Registrable
The obligation of the Backstop Parties to effect the Closing is subject to the satisfaction (or waiver) prior to the Closing of the following conditions: (a)Representations and Warranties. under the Securities Act within the, limitation of the exemptions provided by Rule
Track your investments 24 hours a day, around the clock from around the world. Billionaire Alan Howards main Brevan Howard hedge fund was up 23% in the first quarter of 2020. 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. Effectiveness. Employees, Directors or Independent Contractor to any payment or benefit, including any bonus, retention, severance pay or benefits or any increase in the amount of any bonus, severance pay or benefits payable or provided under any Benefit Plan
thousand Dollars ($2,500,000), other than in the Ordinary Course; (ix)acquire or
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,
holiday or other Tax reduction Contract or order that is not generally available to similarly situated taxpayers without the exercise of discretionary authority by a Government Entity. such Backstop Party or any of its properties is required for the acquisition of the Backstop Party Shares by such Backstop Party hereunder and the execution and delivery by such Backstop Party of this Agreement and performance of and compliance by
Section 108(i) of the Code, (vii) any investment in "United States property" within the meaning of
Some stock-picking. Agreement, the following terms when used herein with initial capital letters, will have the respective meanings set forth below: "Acquired Shares" has the meaning set forth in the Preamble. If any provision of this Agreement, or the application thereof to any
Company of this Agreement or the Bankruptcy Cases (and associated proceedings), other than those the failure of which to obtain, give or make; (i) would not prevent or materially impair the Company's ability to consummate the Transaction and; (ii)
customers, suppliers, creditors, employees and other material commercial counterparties and (2) maintain in force all Governmental Authorizations. financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods set forth therein (subject, in the case of
otherwise be used for that purpose. and, collectively with the Initial Bid and the Backstop Commitment Agreement, the Pending Bid). Bankruptcy Cases, the implementation of the orderly liquidation contemplated by the Plan and the release of mortgages, liens and security interests on property of the estates, the distribution of proceeds, on and after the Effective Date, to the
This term sheet (this "Term
options, warrants, conversion rights, stock appreciation rights, restricted stock, performance stock, phantom stock, redemption rights, rights of first refusal, repurchase rights, agreements, arrangements or commitments of any character under which
and customary related, matters; provided, however, that to the extent inconsistent with the, provisions of this Term Sheet, any such
In a statement, the governor says:"This is simply a new tactic from the extreme right to interfere in capital markets. an employee benefit plan that is subject to Title I of ERISA, a plan, an individual retirement account or other arrangement that is subject to section 4975 of the Code or an employee benefit plan that is a governmental plan (as defined in section
Now more than ever, players rightly see themselves as multi-faceted entrepreneurs, and seek ways to leverage their brands in everything from real estate to venture capital. forth in Section 2.6(a). and have no effect, and no Party shall have any Liability to any other Party or their respective Affiliates, or their respective directors, officers or employees, except for the obligations of the Parties in this Section 8.2, Section 8.3 and
(a)Since the Spin-Off Date, (i) the Company has filed or furnished, as applicable, on a timely basis, all Public Filings required to be filed or furnished by it with the SEC pursuant
otherwise reasonably acceptable to Requisite, An initial
(g)Rights Offering. Dr. Cole joined Family Physicians of Spartanburg in 2022. liabilities arising out of or relating to any act or omission of a Released Party to the extent such act or omission is determined by a final order to have constituted gross negligence, willful misconduct, fraud, or a criminal act. "ERISA Affiliate" means with respect to
and its Subsidiaries have (i) fee simple title to, or a valid and binding leasehold interest in, the Owned Real Property and the Leased Real Property and (ii) good and valid title to the personal tangible property they own or lease, in each case
transaction. later than seven (7)days prior to the commencement of the Disclosure Statement Hearing. all products designed, marketed, sold, distributed or delivered by or on behalf of the Business since the Spin-Off Date. arising under any conditional sale or other title retention agreement with respect to property acquired by the Company or any of its Subsidiaries; (viii)all penalties
acceptable to Requisite. of Existing Shares for a cash purchase, price and $35 million
vesting of assets and the compromise and
The three other credit fund allocations are about $53 million to Black Toro Capital Fund II, based in Barcelona, Spain, $50 million to Los Angeles-based Calmwater Real Estate Credit Fund III, and $40 million to Abax Asian Structured Credit Fund II in Hong Kong. Section 10.14
Order" means each of the First Commitment Order or the Second Commitment Order, or collectively, the "Commitment Orders". they can capture. Treatment. 8.1(b), Section 8.1(e), Section 8.1(f)(ii), or Section 8.1(f)(iv), the later of (A) February 21, 2021 and (B)
any Law (including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980) and any Governmental Authorization relating to (x) the protection of the environment or human health and safety (including air,
of the auction relating to the Chapter 11 cases); (iv) warrants issued to the holders of existing shares of Common Stock for 6% of the Common Stock, with a four-year term and a strike price equal to 175% of the equity value under the confirmed
Existing Shares pursuant to the Rights, Offering, consisting of
after such delivery, such funds shall be released to the applicable Backstop Party, together with all interest accrued thereon, if any, under the terms of the Escrow Agreement, promptly following such termination, but in no event later than one (1)
With a copy, which shall not
meaning set forth in the Recitals. Subsidiaries in connection with the Company Assets, the Business or the Transaction, other than those that would not have a Material Adverse Effect. Our proposal is not
Newark | Paris | So Paulo | Washington, DC. the Ordinary Course) for consideration. Renaissance Institutional Diversified Global Equities Fund was down 10% in the first quarter. manner arising from, in whole or in part, the Debtors, the Reorganized Debtors, the estates, the conduct of the businesses of the Debtors, these
respective Commitment Orders, and (c) the obligation of the Company to issue the Series A Preferred Stock and Series B Preferred Stock (if any) shall be effective upon entry of the Confirmation Order. the Spin-Off Date, (i) there have been no recalls or post-sale warnings with respect to any Business Product and (ii) neither the Company nor any of its Affiliates has received any written notice from any Government Entity in connection with
"Defaulted Commitment" has the meaning set
BACKSTOP COMMITMENT AGREEMENT (this
Asset Management, L.P. and Jefferies LLC (each, an "OWJ Party"), or any other Backstop Party to whom an OWJ Party assigns this right, that, together with its Affiliates, holds 10% or more of the outstanding
advance of the date (including extensions) on which such Tax Returns are required to be filed and (z) in advance of the delivery of final drafts of Pending Income Tax Returns, the Parties shall reasonably cooperate in timely providing information
material respects; provided, however, that any funding default by a Defaulting
Any purported assignment in violation of this Section 10.5 shall be void ab initio and of no force or effect. 4, the Further Revised Bid Letter to the Issuer attached hereto as Exhibit 5, and the Proposed Backstop Commitment Agreement, attached hereto as Exhibit 3, each of which are incorporated herein by reference; it being understood
Event. recalculation as set forth in the following
Section 4.13 Sanctions. and "$" mean United States Dollars; (d)references herein to a specific Section, Subsection, Annex or Exhibit shall refer, respectively, to Sections, Subsections, Annexes or Exhibits of this Agreement; (e)all Annexes,
account of any other holders. concerning the resolution of. time, or any similar rule or. (b)Notwithstanding
means an alternative Debt Financing with alternative Debt Financing Sources than those party to the Debt Commitment Letter, on terms that are, taken as a whole, not materially more adverse to the Company than the terms of the Debt Commitment Letter
Care Act and have been administered in a manner to avoid any material penalty taxes thereunder. any quarantine, shelter in place, stay at home, workforce reduction, social distancing, shut down, closure, sequester or similar restrictions imposed by any Law in connection with or in response to COVID-19. in accordance with the, recalculated Percentage Allocation, and (C)
Eric Cole founded the New York-based hedge fund Warlander Asset Management this year with the backing of his former boss, David Tepper, the billionaire founder of $20bn Appaloosa Management. such securities) cease to be
Each Backstop Party agrees that the Backstop Party
(i)Neither the Company nor any of its Subsidiaries has sought any relief under, or taken any action in respect of, any provision of
Securities of each Initial Holder that so requests by written notice to the Company no later than five (5) Business Days after
20-12212 (MEW) (collectively, the "Bankruptcy Cases"). With respect to Pending Income Tax Returns: (w) the Company shall use its reasonable best efforts to deliver preliminary drafts of any Pending Income Tax Returns that are U.S. federal income Tax Returns
2"DIP Claims" means any Claim against any of the Debtors arising out of or related to the senior
At the Closing, the Parties shall deliver all such
The Parties shall consult and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party in
and control in such jurisdiction. (b)Since
final and non-appealable so long as the reason for the Prohibition permanently restraining, enjoining or otherwise prohibiting the consummation of the Transaction is not due to the terminating Party's material breach of its representations,
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