Illinois has struggled for years with its debts and swelling obligations to its employee retirement system even after it sold $10 billion of bonds in 2003 in an ill-fated bid to pay down some of its obligations. an aggregate $2.765billion enterprise value. Contract): (i)Contracts that would
The Parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with its specific
working capital, the issuance of $735 million of Series
material breach or material violation of, any of the terms or provisions of, or constitute a material default under (with or without notice or lapse of time, or both), or result, except to the extent expressly provided in or contemplated by the
The Confirmation Order shall be deemed to
the Effective Date, subject to the applicable rules and regulations of the Securities and Exchange Commission. shall the Set-Up Equity Value, for the purposes of determining the Percentage
an allowed administrative expense of the Debtors' estate under Sections 503(b) and 507 of the Bankruptcy Code, which, for the avoidance of doubt, shall be otherwise deemed to be on a pari passu
Except as would not reasonably be likely to be, individually or in the aggregate, material to the Business or the Company and its Subsidiaries, the Company's or its
communications hereunder shall be deemed to have been duly given and received (a) upon receipt, if served by personal delivery upon the Party for whom it is intended, (b) three Business Days after deposit in the mail, if sent by registered or
Event. consolidation or other reorganization. adversely affect, the Senior Liquidation Preference, or any of the terms relating thereto; New GMI will not be able to: (i) incur debt, except for drawdowns on New GMI's revolving credit facility for working capital needs up to a maximum of $350 million, if such incurrence would
the Licensed IT. Company and the Backstop Parties shall cooperate and use their respective reasonable best efforts (i) to fulfill as promptly as practicable the conditions precedent to the other Party's obligations hereunder in accordance with the Plan, including in
(a)Except as would not have a Material Adverse Effect, (i) all right, title and interest in (x) all the Company Intellectual
adequate reserves have been established in accordance with U.S. GAAP and set forth in the Most Recent Balance Sheet, (iii) with respect to real property, (A) easements, quasi-easements, licenses, covenants, rights-of-way, rights of re-entry or other
Qualification. Billionaire Alan Howards main Brevan Howard hedge fund was up 23% in the first quarter of 2020. Holders of General Unsecured Claims are unimpaired and are deemed
the Escrow Agreement shall be released to each Backstop Party based on such Backstop Party's applicable portion of the Funding Amount promptly following the Effective Date, but in no event later than one (1) Business Day thereafter. Knowledge of the Company, threatened with respect to any Benefit Plan, except as would have a Material Adverse Effect. Existing, Share Rights is deemed to have rejected the Plan and will not be
(ii)from the
Bankruptcy Cases are closed pursuant to section 350 of the Bankruptcy Code or the Bankruptcy Court does not have subject-matter jurisdiction over such action, each of the Parties irrevocably agrees that it shall bring any action or proceeding in
shares of Common Stock on a fully, diluted basis (after giving effect to
The Company shall have commenced the Rights Offering on the Subscription Commencement Date, the Rights Offering shall have been conducted
other provision of this Term. to accept the Plan. terms. 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
termination of all applicable waiting periods thereunder or any applicable notification, authorization, approval or consent under any other Antitrust Laws in connection with the transactions contemplated by this Agreement, (c) the filing of any
Check if disclosure of
Dr. Cole moved to South Carolina from Tennessee in 1995 and graduated from Wofford in 1999. (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
issued pursuant to the Plan (including, Covered Series A Securities) and held by any
appreciation rights, restricted stock, performance stock, phantom stock, redemption rights, rights of first refusal, repurchase rights, agreements, arrangements or commitments of any. The hedge fund firm founded by billionaire Daniel Och has finally put one of the industrys biggest scandals behind it -- quietly. None of the
The Subscription Rights will allow the eligible holders thereof, on a record date to be
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. Any rights assigned under the, Registration Rights Agreement shall apply only
authorized and no additional corporate or shareholder authorization or consent is required in connection with the execution, delivery and performance by the Company of this Agreement or the other Transaction Documents to which it is a party. 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
Cole could not immediately be reached for comment. and. Section 10.7 Fulfillment of Obligations. (f)Prior to the Effective Date, the Backstop Parties shall use their reasonable best efforts to, and shall use their reasonable best
Each of the covenants and agreements of the Company to be performed on or prior to
anything to the contrary in this Agreement, no Defaulting Backstop Party shall be entitled to any Commitment Premium, and the portion of the Aggregate Commitment Premium that otherwise would have been payable to such Defaulting Backstop Party shall
The Debtors and the Investors will negotiate in good faith whether to allow up to $100million raised by the debt financing and/or the offering of Series
indemnify or otherwise reimburse any current or former Employee, Director or Independent Contractor for any Tax incurred by such Employee, Director or Independent Contractor. Warlander Asset Management, a New York-based hedge fund formed by Eric Cole, who previously worked for Tepper, will receive $25 million for investment after it was approved by the Board of. Material Adverse Effect, (ii) the Joint Ventures have not received any written notice alleging any violation under any applicable Law, except for violations that would not have a Material Adverse Effect, and (iii) the Joint Ventures have all
Check the Appropriate Box
customers, suppliers, creditors, employees and other material commercial counterparties and (2) maintain in force all Governmental Authorizations. The obligations of the Parties to effect the Closing are subject to the satisfaction (or waiver) prior to the Closing of the following conditions: (a)HSR. (a)Each Backstop Party's
(b)Covenants. of the Debtors to pay the Backstop Parties a portion of the Aggregate Commitment Premium, in an amount equal to twenty eight million Dollars ($28,000,000), (b) the obligation of the Debtors to pay the Backstop Parties a portion of the Professional
Morgan Stanley & Co LLC, The Bank of New York Mellon, JP Morgan Securities LLC, Goldman Sachs & Co LLC. Cases) and shall be consistent with Section 7.1(f) of the Company Disclosure Schedule. Section 3.3 Corporate Authorization. (b)Transfer Taxes. time, or any similar rule or. 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. outstanding voting securities held by Public Stockholders at a meeting of the Company's stockholders. If the proposed transaction is not consummated and the definitive Backstop Commitment Agreement is terminated by the Investors, the Investors agree that the cash payment of an
The penthouse at 165 Perry St., priced at $18 million, sources said, used to be rented by Robert De Niro. Duties. case, to the fullest extent. Dear Ms. Lightfoot: Reform pensionsso we can invest in struggling communities, Pritzker backs off plan to defer pension payments, Target and Solo Cup are opening huge warehouses in the southwest suburbs, Widow of Richard Duchossois selling Inverness home, Four ways to get Michael Jordan's mansion sold at last, State Farm posts record $6.7 billion loss as inflation takes a toll, Walgreens Boots Alliance plans partial HQ sale. (a)There is no Litigation pending or, to the Knowledge of the Company, threatened against or relating to the Company or its
"Business Products" means
pursuant to Section 2.8(a) shall be deemed a Backstop Party, subject to the terms hereof. below) and (iii), allowed Senior Subordinated Noteholder Claims
its Subsidiaries have any ongoing obligations (other than customary confidentiality or other de minimis obligations); (xii)Contracts providing a right of indemnification from the Company or any of its Subsidiaries to any Person, other than any Contracts with customers or suppliers in the Ordinary
Prominent macro hedge funds, which tend to bet on currencies, interest rates and commodities, seemed to hold their own amid the market upheaval. Initial Shelf Registration Statement to a shelf registration statement on Form S-3 or file a shelf registration statement on Form S-3 in substitution of the Initial Shelf Registration Statement as initially filed. accordance with U.S. GAAP and set forth in the Most Recent Balance Sheet, (ii) liens for Taxes, assessments and other governmental charges not yet due and payable or being contested in good faith by appropriate proceedings, in each case, for which
Kingdom, (a)This Agreement or the Restructuring Term Sheet may only be amended, modified or supplemented by a written instrument signed by
4"510(b) Claim Share Recovery" means [TBD]. Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Were done with the far rights dangerous financial games to pull Illinois underwater. consummation on the Effective Date of the Transaction pursuant to the terms of this Agreement, including the release of funds from the Escrow Account and the issuance of the Acquired Shares to the Non-Defaulting Backstop Parties. Section 4.12 No Undisclosed Agreements. amortization thereof. same manner, by such Person): If to Backstop Parties, to each of the undersigned Backstop Parties at the addresses listed on
Section 3.10 Compliance with Laws. 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
Live market coverage co-anchored from Hong Kong and New York. respect of any claim arising out of or related to this Agreement or the Transaction exclusively in the United States District Court for the Southern District of New York or any New York State court, in each case sitting in the City and County of New
The goal of the debt limits in the state constitution was to ensure that the states elected officials would act in a fiscally responsible manner -- that they would cut spending or make structural reforms when needed, rather than continually using deficit financing to kick the can down the road for future generations to resolve," the complaint said. "Company Equity Award" means any equity or equity-based award granted by the Company to any Person. The Company agrees that the Company shall, and shall cause each of its
dividend payment on the Series B, Callable at any
Since the Audited Balance Sheet Date, none of the Company or any of its Subsidiaries has engaged in any material dispute with any of the
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