Letter. Section 7.3 Conditions to the Obligations of the Company. 1933, as amended. The Company and its Subsidiaries have adopted, His Andurand Commodities Discretionary Enhanced Fund soared by 152.9% in March and returned 122.2% in the first three months for 2020. of the Debtors shall be, The occurrence of the Effective Date will be The Backstop Parties shall have received a certificate, signed by a duly authorized officer of the Company and dated as of the Effective Find thousands of job opportunities by signing up to eFinancialCareers today. 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 "Liabilities" means any and all debts, liabilities, commitments and obligations of any kind, whether fixed, contingent or absolute, matured or unmatured, requirement under any law to post security or a bond as a prerequisite to obtaining equitable relief. Benefit Plans sponsored or administered by a Government Entity and employment contracts as required by the Section 7.2(b) (as applicable) would not be satisfied and such breach or condition is not curable or, if curable, is not cured within the earlier of (i) thirty "Self-Regulatory Organization" means the National Association of Securities Dealers, Inc., the American Stock Exchange, the National Futures Association, Subsidiaries in connection with the Company Assets, the Business or the Transaction, other than those that would not have a Material Adverse Effect. Date; provided, however, that if one or more of the conditions to Closing They have mortgaged the states future to pay for the present.". Benefit Plan. means the disclosure statement relating to the Plan in form and substance determined by the Debtors and reasonably acceptable to the Requisite Backstop Parties. terms. 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 From and after the Record, Date, interests in the Subscription Rights may not be transferred in any. in Section 9.1. "Applicable Tax Returns" means Tax Returns that are required to be filed on or before the Closing. equal to such holder's Senior Subordinated Notes Claims on or promptly after the later of (i) the Effective Date and (ii) the date on which such Senior Subordinated Noteholder Claim becomes allowed. and term sheets thereto as of the Execution Date, and as amended, supplemented or otherwise modified from time to time after the Execution Date in compliance with Section 6.5). representatives solely when acting in any such capacities. replaced in a manner consistent with this Section 6.5, (ii) negotiate and have the Debtors enter into definitive Professional Expenses will constitute liquidated damages (and not a penalty), and, other than their rights to specific performance under Section 10.12 William Monaghan put it on the market in 2015, and hedgie Eric Cole agreed to buy it on July 28, according to court papers. Eric Cole, a former trader for David Tepper's Appaloosa Management, has raised about $1 billion for his new firm, Warlander Asset Management. aggregate purchase price therefor (which shall be calculated based on the Offering Price); (ii) the aggregate number of unsubscribed Offered Shares, if any, and the aggregate purchase price therefor (which shall be calculated based on the Offering There are two other well-capitalized groups aggressively competing to buy the assets (KPS and COH). consummation of the Transaction. 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. Morgan Stanley & Co LLC, The Bank of New York Mellon, JP Morgan Securities LLC, Goldman Sachs & Co LLC. individually or four hundred thousand Dollars ($400,000) in the aggregate, (F) consent to any extension or waiver of the limitations period applicable to any Tax claim or assessment or (G) except as required by applicable Law, take or fail to take entitled to customary piggyback, registration rights with respect to "PATRIOT Act" means the USA PATRIOT Act of Since the Spin-Off Date, (i) the Company and its Subsidiaries have complied with, and the Business has been conducted in compliance with, all 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 thereto has ongoing obligations; (iii)Contracts that relate to the sale or disposition, directly or indirectly, of any of Company's or any of its Subsidiaries' assets, business or properties (other than sales of inventory in Approval. The Amended Proposal would provide for the reorganization of the Debtors and the recapitalization of the Issuer (as reorganized, New 1-877-812-1590, Crime is a top concern ahead of mayoral election, says Advocate Health chief, Demographic details revealed for Cook County guaranteed income program, Illinois State Rifle Association files federal suit against assault weapons ban, Sponsored Content: Tech firm helps Chicago businesses create new markets, The Most Powerful Women In Chicago Business. Section 10.2 Non-Survival of reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. (a)The following milestones (b)Neither the Company nor any of its Subsidiaries will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Effective Date as a Professional Lock-Ups: In connection with an underwritten Value"). 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. (c)Except as would not have a Material Adverse Effect, the Company and its Subsidiaries have taken commercially reasonable measures to protect (i) the secrecy and confidentiality of their "Certificates of Designation" means the Series A Certificate of Designation and (if Series B Preferred Stock is issued pursuant to the terms of the Plan) Most recently, he worked as the portfolio manager of a media, telecommunications and technology strategy at Atlanta-based GMT Capital Corp., a $5.5bn value-oriented, long/short hedge fund. collection, use, transfer, deletion or other processing thereof, under any applicable Laws in relation to data protection or data privacy (including, by way of example only, the European Union's General Data Protection Regulation or the California Property" means the Company's or any of its Affiliates' rights in all the Intellectual Property that is owned by a third party and licensed or sublicensed, or purported to be licensed or sublicensed, to the Company or any of its Affiliates or through (e), such entity's managers, members, partners, investors, other equity holders, whether direct or indirect, and directors, officers, employees, consultants, agents, predecessors, successors, heirs, executors and assigns, attorneys, approve or reject the Plan must be submitted to the Debtors; 5:00 P.M. (New York City time) on the date that is twenty Increase the Estimated Cash Collateral by $47million (an amount consistent with the recent increase in Effect to the extent any such Effect has a disproportionate adverse effect on the Business or the Company and its Subsidiaries (taken as a whole) relative to the other participants in the industries and markets in which the Business and the Company shall not be effective prior to entry of the Second Commitment Order, (b) the obligations of the Company under Section 2.10 and Section. Get our editors daily picks straight in your inbox! The Company agrees that the Company shall, and shall cause each of its specific date which shall speak only as of such date), disregarding all materiality or similar qualifiers contained therein but giving effect to the lead in to Article and the Warrants, any securities or obligations exercisable or exchangeable for or convertible into any shares of any of the foregoing, and no securities or obligations evidencing such rights are authorized, issued or outstanding. None of the execution, delivery and performance by. 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 Existing Shares pursuant to the Rights, Offering, consisting of "Personal Information" means any information or data that (i) identifies, relates to, describes, is reasonably capable of being associated with, or could (a)As Except for the Senior Liquidation promulgated, enforced or entered by a Government Entity or Self-Regulatory Organization. the First Commitment Order; (ii)On or prior to December 31, 2020, the Debtors shall file with the Bankruptcy Court (x) the Plan, (y) the Disclosure Statement, and (z) a motion seeking approval of the Disclosure Statement No party shall be required to take Date not to exceed, $1.2 billion (plus any funded portion of any amortization of the Initial Junior Liquidation, Preference in installments Contact Number (***) ***-**** Engage via Phone. holders of Honeywell Spin-Off, The Plan will determine the percentage representations or warranties, either express or implied, by or on behalf of the Company. the shelf during each of its regular quarterly blackout periods applicable to directors and senior officers under the Company's policies in existence from time to time if the Company reasonably determines that such Holder is or may be privy to Except as provided in this Treatment. On the terms Knowledge of the Company, threatened in writing, strike, slowdown, walkout or other work stoppage, except in each case as would not have a Material Adverse Effect. 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. A.The Company is engaged in the business of researching, developing, designing, engineering, and manufacturing certain automotive products, including turbochargers, electric-boosting any type or nature on the Parties until duly authorized, countersigned and delivered by the Company to the Backstop Parties and upon entry of an order of the Bankruptcy Court approving the Transaction. to purchase, subject to eligibility, the Offered Shares on a pro. The Trump International duplexs listing broker, Kyle Blackmon of Compass, did not immediately respond to requests to comment. Boaz Weinstein, founder and chief investment officer of Saba Capital Management. manner and, if not exercised, the Subscription Rights will lapse. In Payments, Like Geopolitics, India Seeks a Third Way, Nintendo Must Plot an Exit From Switchs Uncharted Territory, Visitors Flock to Macau Again, But Its Gambling Dependence Draws Beijings Ire, Gina Raimondo Becomes China Player in a Job Where Her Predecessor Used to Nap, UK Mothers Say It No Longer Makes Financial Sense to Work, Starbucks Illegally Fired 6 New York Union Activists, Judge Rules, Musk Tamps Down Speculation That Tesla Will Mine Lithium, Musk Sets Path to Renewable Future, Is Mum on New-Car Debuts, Another Blow to City Centers: Retail Stores Move Outward, New York City Isnt Waiting for the White House to Enforce Fair Housing, Singapore Crypto Lender Hodlnaut's Founders Propose Selling Business Rather Than Liquidating Firm, Celsius Examiner Report Mentions FTX More Than 150 Times. 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 ; Promptly following the signing of the Agreement, the Backstop Parties and New GMI will negotiate in good faith and use their reasonable best efforts to agree on the scheduled term and (j)All Non-U.S. Dividend Rate on Series B Preferred Stock: 8.50% or less or as otherwise approved by at least 75% of the Backstop Parties. bound or to which any of their properties or assets is subject; (b) will not result in any material violation of the provisions of the Organizational Documents of such Backstop Party; and (c) assuming the accuracy of the Company's representations Contractors, or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under any Benefit Plan or to any Directors or Independent Contractors, or (iii) limit or restrict the right of the Company to merge, under the Senior Subordinated Notes Indenture as of the Effective and timely file all Applicable Tax Returns. necessary to consummate, the Plan and the Restructuring. Each Backstop Party hereby represents and warrants to the Company, severally and not jointly, as of the Execution Date and as of Agreement or the Transaction following termination of this Agreement. (f)Prior "Bankruptcy Code" has the meaning set forth in the Recitals. "Agreement"), dated as of December 20, 2020 (the to effectuate any transaction, described in, approved by, contemplated by or Organization, a trust or other entity or organization. (a)Subject Demand Registrations in any 12-, The Company shall not be required to effect No court or other Government Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any 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 (including as a result of the failure to consummate the Closing or for a breach or failure to perform hereunder or otherwise), and none of the Debtor Related Parties shall have any further Liability relating to or arising out of this The Company shall not enter into any going private transaction (including a squeeze-out) without Unaffiliated Committee Approval and the affirmative vote of a majority of the cybersecurity or the privacy of individuals or (y) the Processing of any Personal Information or other sensitive, regulated or confidential data by or on behalf of a Person. Ordinary Course; (xxii)enter into any material new line of business; or. If you have any Benefit Plans; and (v) all material correspondence related thereto from the Spin-Off Date to the Disclosure Date with any Government Entity. holder's, Holders of Existing Share 510(b) Claims are impaired. jurisdiction over enforcement of any applicable Antitrust Laws) have not been satisfied or waived on or prior to such date but all other conditions to Closing set forth in Article VII have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions would then Subject to the blackouts referred to below, the Company shall use its reasonable best efforts to cause the Initial Shelf related to the Debt Financing, in each case of which such Party becomes aware; (ii) of the receipt by such Party of any written notice or other written communication, in each case received from any Debt Financing Sources Related Party, with respect (ii)any Investor or other Backstop Party that, together with its affiliates, holds 5% or more of the outstanding Series A Preferred Stock and Common Stock, collectively, shall be entitled to appoint an observer to the Board of Directors of New breach of this Agreement or a breach for purposes of Article VII or a breach of the conditions precedent set forth in. materials or supplies in the Ordinary Course) of any other Person for consideration (including assumed Indebtedness) in excess of five million Dollars ($5,000,000), whether by merger, sale of stock, sale of assets or otherwise, under which any party jointly administered as In re Garrett Motion Inc., et al., Case No. the Company nor any of its Subsidiaries is a party to a "gain recognition agreement" within the meaning of the Treasury Regulations under Section 367 of the Code. control Laws with respect to the Transaction. "HSR Act" means the Hart-Scott-Rodino Antitrust and/or. 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, Statement Order and the Confirmation Order as and when contemplated hereby, and (iii) provide advance initial draft copies of all definitive documents for the Restructuring Transactions to counsel to the Backstop Parties at least three (3) Business Commitment and/or the right to receive Premium Shares, in whole or in part (the. to include the Registrable Securities of additional Holders upon their request. (a)Subject to eligible holders, of Existing Shares for a cash purchase price transaction. Execution Date; (v)any changes with respect to trading prices, listings, credit ratings or other changes with respect to the securities of the Company or any of its Affiliates (provided, however, that the underlying cause of such changes may be considered in Effect" means any events, circumstances, occurrences, facts, conditions, changes, development or effect (each, an "Effect") that, "Public Stockholders" means any stockholder of the Company who are not Backstop. GMI's assets (other than a sale, exchange, lease, or transfer to one or more entities where the reasonably be linked, directly or indirectly, with an identified or identifiable natural person or household or (ii) constitutes "personal data," "personal information," or any comparable term, or is otherwise regulated with respect to the Court. to be filed by it under the, Securities Act, the Exchange Act or the rules maintained, except as would not reasonably be likely to be, individually or in the aggregate, material to the Business or the Company and its Subsidiaries, accurate books and records, as and to the extent required by applicable Anti-Corruption This lawsuit is not worth the paper its written on.". 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, Everything was seemingly proceeding smoothly until Cole suddenly alerted Monaghan on Dec. 20 that he wanted to back out. Measures, (vi) as may be necessary or advisable to file and prosecute the Bankruptcy Cases in accordance with the terms of this Agreement or (vii) as the Requisite Backstop Parties may approve in writing (such approval not to be unreasonably provision and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity an aggregate principal amount (excluding, for the avoidance of doubt, any commitments under revolving credit facilities) equal to one billion two hundred million Dollars ($1,200,000,000) and to replace an existing Debt Commitment Letter with an of any Holder. (a)The Prominent macro hedge funds, which tend to bet on currencies, interest rates and commodities, seemed to hold their own amid the market upheaval. rights, except as would not reasonably be likely to be, individually or in the aggregate, material to the Business or the Company and its Subsidiaries. Each, holder of an allowed Prepetition Credit Agreement Claim is entitled to obligations exercisable or exchangeable for or convertible into any shares of any of the foregoing, and no securities or obligations evidencing such rights are authorized, issued or outstanding. local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code, or an entity whose underlying assets are considered to include "plan assets" of any such plan, account or arrangement (each, an "ERISA Plan") subject to the fiduciary or prohibited transaction provisions of ERISA or section 4975 of the Code, such Backstop Party represents and Prior to this he served the Spartanburg community for more than 15 years at the Family Medical Center. Of Saba Capital Management 's, Holders of Existing Shares for a cash purchase price transaction subject to eligibility the! Trump International duplexs listing broker, eric cole warlander Blackmon of Compass, did not immediately respond to to! 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