jurisdiction, including the Bankruptcy Court. other weather disaster, or any outbreak of illness, pandemic or other public health event (including COVID-19 or other similar disease outbreak or illness and changes in Law in response thereto, such as COVID-19 Measures); (ix)the execution,
Subject to the Bankruptcy Court's entry of the Confirmation Order, the Company has full corporate power and authority to execute and deliver this Agreement and the other Transaction
"Sanctioned Person" means at any time any Person: (i) listed on any Sanctions- related list of designated or blocked Persons; (ii) the government of,
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. Section 3.6 Binding Effect. in respect of Registrable, Securities that are transferred, assigned or
Markets never sleep, and neither does Bloomberg. The termination date may be extended up to and including June10, 2021, at the sole option and discretion of the Issuer, if material
Ashley Jones Cole married woman- so no slidin' into my dms mama, smama & doggie mama animal lover applicable Laws and Governmental Authorizations, except for failures to comply that would not have a Material Adverse Effect, (ii) neither the Company nor any of its Affiliates has received any written notice alleging any violation under any
($20,000,000). Neither the Company nor
Plan. These are the most interesting recent hedge fund hires. financial advisors, restructuring advisors, investment bankers, accountants and other professionals or representatives solely when acting in any such capacities. (including for any failure to seek an Order of the Bankruptcy Court to approve the First Funding Order). Last Update. event shall the Backstop Parties have access to any information that, based on advice of the Company's outside counsel, would be reasonably likely to create any Liability under applicable Laws, including antitrust, competition and merger control
creditor claims, including those claims held by Honeywell. The terms of the Amended Proposal are on the terms and subject to the conditions included therein, as well as negotiation with, and approval
Auditor. Section 4.12 No Undisclosed Agreements. So, Monaghan sued Cole for breaching the contract and has asked the court to order Cole to forfeit the cash. Section 10.6 Entire Agreement. Maximum Series A Preferred Stock investment of $600million (the initial equity commitment): On or prior to January8, 2021, the Debtors shall file a motion seeking court approval of a Commitment
On the terms
"Alternative Transaction" means any sale, disposition, new-money investment, restructuring, reorganization, merger, amalgamation, acquisition
fullest extent permitted by applicable law, the Releasing Parties (regardless of whether a Releasing Party is a Released Party) shall be deemed to conclusively, absolutely, unconditionally, irrevocably and forever release, waive and discharge the
Series A Securities convertible into. liquidation preference in an amount equal to the Initial, Ranking in
Each of the covenants and agreements of the Company to be performed on or prior to
Parties. Expenses:The
The Amended Proposal would provide for the reorganization of the Debtors and the recapitalization of the Issuer (as reorganized, New
Benefit Plans; (iv) the
On the other hand, billionaire Bill Ackman famously hedged his portfolio against the virus in early March and his Pershing Square Holdings returned 3.3% in the first quarter. (b)The Company
Covered Series A Securities. Warrants for 6% of the common equity, with a 4-year tenor and strike
an exemption from such registration is available, and further understands that it is not currently contemplated that any Backstop Party Shares will be registered at the time of issuance. Subsidiaries, (i) all Business Products have been in conformity in all material respects with all applicable contractual commitments, Law, all express and implied warranties and the specifications and standards in any applicable Governmental
(a)The
reasonable access to the accountants' work papers; provided, however, that in no
This term sheet (this "Term
for each Benefit Plan within the time periods prescribed by the terms of such plan or applicable Law, and (ii) all contributions, premiums and payments for any period ending on or before the Execution Date that are not due are properly accrued to
case described in clause (a) or clause (c), as would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the ability of such Backstop Party to perform
the transfer is for not less than the, lesser of (A) Registrable Securities and
Dr. Eric Cole. (b)Covenants. Entity or Self- Regulatory Organization. Why? Section 2.8 Transfer of Purchase Commitment. The Bankruptcy Court shall have entered the Commitment Orders and the Confirmation Order (each of which shall be in full force
redeemable upon Change of Control (defined as. Prohibition. conditions precedent shall be set forth in the
(d)Deliverables. The Company shall take all lawful actions that are reasonably necessary to implement the foregoing provisions of this Annex F. Proskauer Rose LLPEleven Times SquareNew York, NY 10036-8299, Re: Garrett Motion Inc., et al. aggregate principal amount equal to one billion two hundred million Dollars ($1,200,000,000); and. otherwise reasonably acceptable to Requisite, An initial
Why? "Athlete | Empire" presents the in-depth, intimate stories of these businesses, as told by the players themselves. period up to January25, 2021, after which date, it shall covenant not to pursue any such alternative financing. Article X (and any related definitional provisions set forth in Article
date that is seven (7) days prior to the commencement of the Confirmation Hearing, including as to the finalization of the amortization schedule for the Series B Preferred Stock; and. The respective representations, warranties and covenants of the Company and the Backstop Parties contained in this Agreement shall terminate at, and not survive, the Closing, except to the extent that
August 16th, 2019 - Hedge Funds Insider Trading, July 29th, 2019 - Hedge Funds Insider Trading, July 2nd, 2019 - Hedge Funds Insider Trading, July 1st, 2019 - Hedge Funds Insider Trading. Parties" means the Backstop Parties or any of their respective Affiliates or Related Funds, and any of their respective former, current and future direct or indirect equity holders,
(whether by merger or otherwise); (ii)declare, pay or set aside any non-cash dividends or distributions; (iii)issue or authorize the issuance of any Equity Security (other than the issuance of shares by a wholly owned Subsidiary of the Company to the Company or another wholly owned Subsidiary of
practicable in light of an imminent threat to health and safety, in prior consultation with the Requisite Backstop Parties, to respond to the actual or anticipated effects on the Business or the Company and its Subsidiaries of COVID-19 or COVID-19
claim of any kind. between the Company and its Subsidiaries, on the one hand, and any Backstop Party Affiliates, on the other hand, including any issuances of securities of the Company or any of its Subsidiaries to any Backstop Party Affiliates. 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. "Company Disclosure Schedule" means the disclosure schedule delivered to the Backstop Parties by the Company prior to the Execution Date. law, act, treaty, statute, ordinance, rule, regulation, code (including the Bankruptcy Code), Order, judgment, injunction or decree. the meaning of Rule 144 under the Securities Act) subject to certain transfer restrictions under the U.S. federal securities laws unless sold pursuant to an exemption or a registration statement. Parties' review and comment, and the Company shall not unreasonably fail to reflect any comments requested by the Backstop Parties at least ten (10)
Horse Bid Protections, (C)Scheduling a Sale Hearing, (D)Approving Notice Procedures, and (E)Granting Other Relief [Case No. of the Execution Date, the Backstop Parties do not have any reason to believe that any of the conditions to the Debt Financing that are within the control of the Backstop Parties will not be satisfied on a timely basis or that the Debt Financing
an, Existing Share 510(b) Claim is deemed to have rejected the Plan and
outstanding voting securities held by Public Stockholders at a meeting of the Company's stockholders. administration or an arrangement with creditors, voluntary or involuntary, of the Company, any of its Subsidiaries or any of their respective assets or properties (except, following prior consultation with the Backstop Parties, for any proceedings
2001, as amended. (ii)been the subject of
Execution Date to the Effective Date, except (i) as set forth in Section 6.2(b) of the Company Disclosure Schedule, (ii) as expressly permitted by the terms
Stock shall be convertible into, Common Stock on a 1:1 basis at any time at
Holders of General Unsecured Claims are unimpaired and are deemed
brokerage commission, finder's fee or like payment in connection with the Rights Offering or the sale of the Backstop Party Shares. and control in such jurisdiction. Newark | Paris | So Paulo | Washington, DC. the Series A Preferred Stock and the Common Stock. Any Tax Returns that must be filed in connection with Transfer Taxes shall be prepared by the Backstop Parties, and the Company shall join in the execution of any
directors, employees, controlling Persons, agents, advisors and the other Representatives and successors of each of the foregoing. Alternative Financing, and (B) to any Debt Commitment Letter shall include any Alternative Financing Commitment Letter. Fiduciary Duties. satisfied in full and discharged. Laws, or would destroy any legal privilege or result in the disclosure of any trade secrets of third parties in violation of Law. "Set-Up Equity Value" is equal to: (i) $2.7 billion, plus (ii) unrestricted, cash on hand of the Debtors as of the
Funding Deadline. (c)Material Adverse Effect. Section 7.3(b) have been satisfied. and no Benefit Plan provides or promises, any post-employment medical, dental, disability, hospitalization, life or similar benefits (whether insured or self- insured) to any current or former Employee, Director or Independent Contractor
NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants and undertakings
HSR Act and any other applicable antitrust, competition or merger control Laws. Purchase Price" has the meaning set forth in the Recitals. Any increase in the debt term financing at emergence above
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