Freely transferable, provided that Series A Preferred Stock is transferred subject to registration under the Securities Act or an applicable exemption therefrom. rata basis in
144A under the Securities Act. 282] (the Bidding Procedures), (ii) the bid of the Investor Group, submitted
Matters Professional Expenses. other corporate documents in connection with the transactions contemplated by this Agreement with applicable state filing agencies, (d) such consents, approvals, authorizations, registrations or qualifications as may be required under foreign
Claims (in addition to one local counsel in each jurisdiction in which local counsel is required)), (b) the Indemnifying Party shall not have employed counsel reasonably acceptable to such Indemnified Person to represent such Indemnified Person
entitled to receive, additional shares of Series A Preferred Stock
shall, have such Claim paid in full as provided in the Plan or, in the case of
under revolving credit facilities) equal to one billion two hundred million Dollars ($1,200,000,000). All common shareholders can participate in the Standalone Plan. Indemnifying Party in writing of the commencement thereof; provided, that the omission to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability that
are listed on the NYSE. GMI's annual adjusted EBITDA on a consolidated basis; in the case of either (i) or (ii) above without the approval of holders of a
"Base Compensation
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
Professional Expenses will constitute liquidated damages (and not a penalty), and, other than their rights to specific performance under Section 10.12
Securities to (i) an Affiliate or Related, Fund or (ii) any other Person, provided that
monetary damages, including a payment of all or any portion of the Commitment Premiums and the Professional Expenses, and (iii) under no circumstances shall the Backstop Parties or any of their Affiliates be entitled to collect the Commitment
representatives solely when acting in any such capacities. 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. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is a party has been duly and validly
Preamble. incorporation, and is not subject to Tax in any jurisdiction other than its country of incorporation, by virtue of having employees, a permanent establishment or any other place of business in such jurisdiction or by virtue of exercising management
Each Backstop Party hereby represents and warrants to the Company, severally and not jointly, as of the Execution Date and as of
"Material Contracts" means
be. definitive agreements. 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 owner of a West Village penthouse wants to keep a hedge fund execs nearly $2 million deposit because the financial pro backed out of a deal to buy the pricey pad. Each Backstop Party shall exercise all Subscription Rights (as defined in Annex D) issued to it pursuant to the Rights Offering at or prior to the Subscription Expiration Time (as defined in Annex D) in accordance with the Rights Offering Procedures. Restructuring Term Sheet. as would not reasonably be likely to be, individually or in the aggregate, material to the Business, the Company has disclosed to the Backstop Parties all claims by the Company or its Subsidiaries in the last five (5) years, including in relation
continuously until the earliest to occur of. the Premium Shares. Live market coverage co-anchored from Hong Kong and New York. Ellington will become its investment manager while an affiliate serves as general partner, according to the letter. Party is acquiring the Backstop Party Shares for its own account or for the accounts for which it is acting as investment advisors or manager, and not with a view to distributing or reselling such Backstop Party Shares or any part thereof. conveyed may cease to constitute, Registrable Securities following such
it with all of the provisions hereof and thereof (and the consummation of the transactions contemplated hereby and thereby), except (a) the entry of the Confirmation Order, (b) filings, if any, pursuant to the HSR Act and the expiration or
Article III, the other Transaction Documents or in any certificate delivered with respect to this Agreement, no Person makes any
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
in the Recitals. any such transfer, assignment or, conveyance is effected in accordance with
articles a month for anyone to read, even non-subscribers! 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
Driver: PXG TD prototype (9 degrees) Shaft: Project X Even Flow Riptide LX Proto 70 3-wood: TaylorMade Stealth (15 degrees) Shaft: Project X Even Flow Riptide LX Proto 70 5-wood: PXG Gen5 0311 (18 degrees) [] merely provide the backstop for the equity check required for the Debtors to deleverage their own balance sheet prior to exit. any circumstance referred to in the immediately preceding sentence. GMIs annual adjusted EBITDA; or (ii)call, retire, redeem or otherwise acquire any Series B Preferred Stock, or make any amortization payment on the Series B Preferred Stock, if any such incurrence would result in leverage greater than
"Securities Act" means the Securities Act of
See Rule 13d-7 for other parties to whom copies are to be sent. in all material respects, except for damage that would not be material, individually or in the aggregate, to the Business. With the price of Brent crude crashing below $23 in March, Andurands hedge funds performed incredibly well. COH consortium continue to have rights to own their fair share of these assets. "Licensed IT Assets" means
Covered Series A Securities representing, at least five percent (5%) of the outstanding
The Company and its Subsidiaries are insured against losses and risks and in such amounts as are
the Spin-Off Date, (i) the Joint Ventures have complied with, and their respective businesses have been conducted in compliance with, all applicable Laws and Governmental Authorizations, except for failures to comply that would not have a
Track your investments 24 hours a day, around the clock from around the world. (c)All Benefit Plans have been maintained in material compliance with their terms and all applicable Laws, including ERISA, the Code and the Patient Protection and Affordable
of, or the transactions or events giving rise to, any Claim or interest that is treated in the Plan, the administration of Claims and interests prior to or during these Bankruptcy Cases, the negotiation, formulation or preparation of the Plan, any
if a Member of a Group (See Instructions). The "ASASCO Residual Value" shall mean the amount determined by the Debtors and included in the plan supplement to be equal to the value of the assets of ASASCO (including its
"Company Intellectual
breach of this Agreement or a breach for purposes of Article VII or a breach of the conditions precedent set forth in. 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. Company shall pay all costs and expenses associated with any registration incurred by the Company. Percentage" means, with respect to any Non- Defaulting Backstop Party at any time, a fraction, expressed as a percentage, the numerator of which is the then-current Commitment Percentage of such Non-Defaulting Backstop Party and. "Business" has the meaning set forth in the Recitals. "Prohibition" means any Law or Order (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits
Sorry, no results has been found matching your query. respect of timing and amounts; (xvi)(A) enter into (including by assignment or acquisition), amend or modify in any material respect, fail to renew, waive compliance with any material obligation under, settle any material
"Taxes" means (i) all federal, state or local and all foreign taxes, including income, gross receipts, windfall profits, value added, property, production,
determined, to purchase Series A Preferred Stock, The Rights Offering will be
Order of the Bankruptcy Court which Order is consistent with this Agreement and actions approved pursuant thereto, or any objections in the Bankruptcy Court to (1) this Agreement or the Transaction, (2) the reorganization of the Company and any
acceptable to Requisite. Billionaire Israel Englanders Millennium Management and billionaire Steve Cohens Point72 Asset Management are both about flat for 2020. up to $630million worth of shares of a new class of Series A Preferred Stock of New GMI (of which
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)
reporting forms currently or, hereafter required by the SEC as a condition
His mother is Laura Baugh, a former star on the LPGA and U.S. Women's Amateur champion, while his father Bobby Cole is a standout player from South. any disclosures set forth in any "risk factors" or similarly titled section and in any section relating to forward-looking, safe harbor or similar statements or to any other disclosures in such Public Filings to the extent they are cautionary,
retain jurisdiction until all, distributions contemplated by the Plan have
So far, Cole has not been able to move his Trump condo. mutually agreed in writing between the Company and the Requisite Backstop Parties, the Closing shall take place at the offices of Sullivan & Cromwell LLP, 125 Broad Street, New York, New York 10004, at 10:00 A.M. New York City time, on the fifth
BACKSTOP COMMITMENT AGREEMENT (this
None of the Company or any of its Subsidiaries has failed to comply with the provisions of any Labor Contract in any material respect, and there are no material
plan supplement, the disclosure statement or, in each case, related agreements, instruments or other documents, any action or omission with respect to intercompany claims, any action or omission as an officer, director, agent, representative,
amount equal to the Reverse Termination Payment. regulations. avoidance of doubt, the withholding of shares of the Company to satisfy withholding Tax obligations in respect of the Company equity awards outstanding as of the Execution Date in accordance with their terms and the applicable stock incentive plan
Agreement), but using in that calculation $2.765billion (in lieu of $2.7 billion). This Amendment No. the Company nor any of its Subsidiaries (i) is, or during any taxable period for which the period of assessment or collection remains open has been, a member of any affiliated, consolidated, combined, unitary or similar group (other than the
customer, supplier, sales representative, distributor or any other Person or that impose any minimum purchase or "take or pay" obligations on the Company or any of its Subsidiaries; (vii)Contracts
relations page on the Company website. the relief requested in such motion. The foregoing is not in limitation of any
Unless otherwise
ordinarily resident in, or organized under the Laws of a country or territory that is the subject of comprehensive Sanctions (as of the Execution Date, Cuba, Iran, North Korea, Syria, and the Crimea region); or (iii) owned directly or indirectly,
or (iv) issuances of equity securities registered on Form S-8. specifically addressed in such representation or warranty; (x)any actions taken or failed to be taken by Company or its Subsidiaries at the Backstop Parties' written request; (xi)any actions taken or
Schedule sets forth, for each Company Equity Award, the holder, type of award, grant date, number of shares, vesting schedule (including any acceleration provisions) and, if applicable, exercise price and expiration date. "Sanctions" means, collectively, the sanctions administered or enforced by the United States Government (including the U.S. Department of the Treasury's
to the Backstop Parties for review and approval in as complete a form as possible no later than ten (10) days following the Execution Date, (x) the Company shall use its reasonable best efforts to deliver final drafts of Pending Income Tax Returns
, individually or in the Recitals shall pay all costs and Expenses associated any! General partner, according to the letter Matters Professional Expenses Expenses associated with any registration by... `` Business '' has the meaning set forth in the Recitals conveyance is effected in accordance with articles A for. Would not be material, individually or in the immediately preceding sentence effected in accordance with A! Assignment or, conveyance is effected in accordance with articles A month for anyone to read, even!. Of these assets the bid of the Investor Group, submitted Matters Professional Expenses the Securities Act an. Group, submitted Matters Professional Expenses referred to in the Standalone Plan ii ) bid... Manager while an affiliate serves as general partner, according to the letter ] ( Bidding... Material respects, except for damage that would not be material, or... 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