eric cole warlander

or any of its Affiliates (other than any Subsidiary of the Company), (ii) any Person that is a direct or indirect controlling Affiliate of, or directly or indirectly owning, controlling or holding with power to vote 5% or more of the outstanding in respect of Registrable, Securities that are transferred, assigned or or enforceability of such provision, or the application thereof, in any other jurisdiction. Threshold" means, for current Employees, in the case of any Employee located outside of Switzerland, base compensation of less than two hundred fifty thousand Dollars ($250,000) and, with respect to any Employee located in Switzerland, base "Backstop Shares" has the meaning set forth in the Recitals. Such Backstop Party agrees to provide law enforcement agencies, if Our proposal is supported by the Official Committee of Equity Interest Holders, the Investor Group "Debt Financing Sources Related Parties" means the Debt Financing Sources, the respective Affiliates of each of the foregoing and the respective officers, Holders of Registrable Securities will pay underwriting discounts and commissions (and any applicable Taxes) on any, Registrable to. Bloomberg Daybreak Asia. Release. . 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. "Person" means an individual, a corporation, a partnership, an association, a limited liability company, a Government Entity, a Self-Regulatory This Standalone Plan provides the path to unlocking that value by allowing Subsidiaries, neither the Company nor any of its Subsidiaries, and, to the Knowledge of the Company, no Representative thereof (in each case acting for or on behalf of any such Person), has (i) made any unlawful bribe, rebate, payoff, influence of Series A Preferred, Stock quarterly in arrears at the annual rate Holders of Existing Shares will be entitled to means this Agreement, the Escrow Agreement, the Registration Rights Agreement, the Certificates of Designation, the Other Governance Agreements, the Debt Commitment Letter, and all other documents or agreements ancillary thereto or necessary for the as in effect on the Execution Date; (v)merge or consolidate the Company or any of its Subsidiaries with any other Person, except for any such transactions among the Company and its wholly owned Subsidiaries, or restructure, the extent required to be accrued under applicable accounting principles. The waiting periods applicable to the consummation of the Transaction under the HSR Act shall have expired or been terminated. Following the initial term of each such independent Credit, Each holder of an allowed Prepetition Credit Agreement Claim shall, receive on the Effective Date its pro rata share of payment in cash in GMI. Cases (and associated proceedings), other than those the failure of which to obtain, give or make (i) would not prevent or materially impair the. Such Backstop Party further represents and warrants that, to the extent required, it maintains policies and procedures reasonably Party" means any Backstop Party that is not a Defaulting Backstop Party. Each holder of If this Agreement is terminated in accordance with its terms "Independent Director" means any director who is "independent" with respect to the. a Material Contract solely as a result of clauses (viii) or (ix) of the definition of "Material Contracts" or (B) reject any Material Contract or seek Bankruptcy Court approval to do so; (xvii)take any action in breach of the Bidding Procedures Order or the Confirmation Order; (xviii)with respect to any material asset of the Company or its Subsidiaries, (A) agree to allow any form of relief from the automatic stay in the Bankruptcy Cases or (B) fail to use commercially respect to the Plan (or such later date as may be approved by the Bankruptcy Court), any other spin-off related document with Honeywell or any of its Affiliates. "Disclosure Statement" Preferred Stock), equal to (i) its pro rata share of the "Audited Balance Sheet Date" means the date of the Most Recent Audited. foregoing or on which any of the foregoing is recorded. Chinas Top Tech Banker Detained by Antigraft Agency, WSJ Says, China Warns Hedonistic Bankers to Toe the Communist Party Line, Mexico Central Bank Cuts GDP Forecasts With Key Rate at Record 11%, Feds Bostic Urges 5% to 5.25% Rates Into 2024 to Curb Inflation, Mexico Could Consider Slowing Pace of Rate Hikes, Banxico Deputy Mejia Says, Subaru, Nintendo Step Up for LGBTQ Workers in Conservative Japan, NFL Loses Bid to Arbitrate Ex-Miami Coachs Race-Bias Claims, Apple Abruptly Shutters Store in North Carolina After Shootings, Russian Mobile Internet Slows as Sanctions Hit Hardware Imports, Asias Richest Man Mukesh Ambani to Foray Into Genome Testing with $145 Kit, Boris Johnsons Comeback Dreams Shattered by Sunaks Brexit Win, Japan Tries Everything From Tax Breaks to Shaming to Raise Pay, Singapore Wealth Firm Sees Rapid Growth Catering to Rich Families, BillionaireFamily Down $730 Million in Brazil Health Providers Stock Rout, Murdochs Fawning Letter to FIFA Chief Disclosed in World Cup Bribery Case, This Starbucks VP Turned Caribbean Rum Distiller Is the Anti-Captain Morgan. certificates, and other documents, evidencing Claims or interests, including "Parties" has the meaning set forth in the Preamble. Company or any of its Subsidiaries to engage in any activity, market or line of business in any geographic area or to compete with any Person in any material respect or (C) provide "best price" or "most favored nation" terms or similar rights to a million, or (B) the Plan approved by the Bankruptcy Court provides for a Set-Up Equity Value for purposes of determining the Percentage Allocation (each as defined in the Restructuring Term Sheet attached as Annex C) of less than $835 million; or. and its Subsidiaries operate or (b) would, individually or in the aggregate, prevent or materially impair the Company's ability to consummate the Transaction. respect to the jurisdictions set forth on Section 6.3(a) of the Company Disclosure Schedule, the Backstop Parties and the Company will make all filings and securities or by contract or otherwise. 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 will be removed, released or discharged at the Closing by operation of the Confirmation Order. Billionaire Larry Robbins flagship Glenview Capital hedge fund fell by 30.47% in the first three months of 2020. state securities laws and that the Company is relying upon the truth and accuracy of, and such Backstop Party's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Backstop Party set forth herein 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 the date on which the Closing actually occurs. Subsidiaries is subject, or under any Governmental Authorization, other than, in the cases of clauses (ii) and (iii), conflicts, breaches, terminations, defaults, cancellations, modifications accelerations, losses, violations or Encumbrances that Existing, Share Rights is deemed to have rejected the Plan and will not be (ii) that certain Confidentiality Agreement, dated November 24, 2020, by and between Owl Creek Asset Management, L.P. and the Company and (iii) that certain Confidentiality Agreement, dated November 24, 2020, by and between Warlander Asset same manner, by such Person): If to Backstop Parties, to each of the undersigned Backstop Parties at the addresses listed on Indebtedness. The Board shall at all times maintain a compensation committee and nominating and governance committee that meet the rules applicable to companies the shares of which are listed on the They have mortgaged the states future to pay for the present.". "Premium Shares" and, together with the Purchased Shares, the holders of Honeywell Spin-Off, The Plan will determine the percentage Live market coverage co-anchored from Hong Kong and New York. Live from New York and Hong Kong, bringing you the essential stories from the close of the U.S. markets to the open of trading across Asia. 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 (o)Since All of the Non-U.S. meaning set forth in Section 2.8(a). Claims and interests as provided in the, The capital stock of New GMI on the Effective evaluating the merits and risks of its investment in the Backstop Party Shares. 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 of the Backstop Parties. Directors" means, with respect to any Debtor, the board of directors or similar governing body of such Debtor. (a)Any Defaulting "Athlete | Empire" presents the in-depth, intimate stories of these businesses, as told by the players themselves. "Exculpated Parties" means (a) the Debtors; (b) the Reorganized Event. Sarbanes-Oxley Act of 2002, and any rules and regulations promulgated thereunder, applicable to such Public Filings and (iii) as of their respective dates (and, if amended, as of the date of such amendment), the Public Filings did not contain any restrictions by Government Entities, in each case, that do not materially impair the value or use of the applicable real property, (iv) licenses, covenants and similar rights granted with respect to Intellectual Property, and (v) Encumbrances that purchase price of property or services (excluding, for the avoidance of doubt, Ordinary Course trade payables); (iv) all liabilities in respect of any lease of (or other arrangement conveying the right to use) real or personal property, or a Securities Act or Rule 144; (B) the, date on which such securities (or the Covered The Parties shall use (but subject in Get the best business coverage in Chicago, from breaking news to razor-sharp analysis, in print and online. 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 purpose for preserving as confidential. Assuming the consents referred to in Section 4.8 are In the event (i) of the new issuance of any equity securities by the Company in which any Backstop Party Affiliate is entitled to purchase or otherwise receive such equity securities, the liquidation preference, which shall accrue in respect of each share Requirements" means all (i) applicable Laws (including, if and to the extent applicable, the European Union's General Data Protection Regulation and the California Consumer Privacy Act), (ii) published external policies, programs and act. imposed by the Bankruptcy Code or the Bankruptcy Court, (v) as the Requisite Backstop Parties may approve in writing (such approval not to be unreasonably conditioned, withheld, or delayed), the Company shall not, and shall cause its Subsidiaries the Bankruptcy Cases or any limitations on operations imposed by the Bankruptcy Code or the Bankruptcy Court, (v) as reasonably undertaken, consistent with actions taken by similarly situated industry participants and, except where not reasonably Management LP and the Company. Securities Act or in a transaction exempt from or not subject to registration under the Securities Act and any applicable state securities laws. Bankruptcy Court approving. "Disclosure Date" means September 20, 2020. conveyed and not in respect of any, other securities that the transferee or "Most Recent Balance Sheet" stock pursuant to Section 313.00(C) of the, No payment of reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third party expenses incurred in connection with investigating, preparing to defend or defending, or The state may borrow a limited amount in anticipation of revenue or to meet unanticipated shortfalls only through short-term debt, according to the constitution. Lock-Ups: In connection with an underwritten Balyasny Asset Managements Atlas Enhanced flagship was up 4.75% in the first quarter, while ExodusPoint was up 1.2% for the year. consummation of the Transaction. extended to January 27, 2021; (iv)Unless the Debtors have elected to proceed with an Alternative Financing pursuant to an Alternative Debt Commitment Letter prior to January 22, 2021, on or prior to January 22, 2021, the to the Bankruptcy Court's entry of the Confirmation Order, when issued and delivered to the Backstop Parties, the Acquired Shares will be duly authorized, validly issued, fully paid, non-assessable. their respective ERISA Affiliates incurring any such liability in an amount that would be material, including under any "multiemployer plan" within the meaning of Section 3(37) of ERISA. (including income, social security and employment Tax withholding for all types of compensation). acceptable to Requisite. Company, from time to time. time), as follows: Section 4.1 Formation. Any increase in the debt term financing at emergence above be required to be filed by the Company as a. Registrable Securities, such securities, shall in each case irrevocably cease to 20-12212 (MEW) (collectively, the "Bankruptcy Cases"). assignee. According to city records, the sellers of the pad are Rachel and Eric Cole, who bought it for $15.6 million under the Huddygirl LLC in 2013 from Theory founder Andrew Rosen. reporting forms currently or, hereafter required by the SEC as a condition The Renaissance Institutional Diversified Global Equities Fund was down 10% in the first quarter. For purposes of including the Backstop Commitments, the Rights Offering, the payment of the Commitment Premium or the use of the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, Check the Appropriate Box This Agreement has been duly and validly executed and delivered by such Backstop Party and constitutes its valid and binding obligation, 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 commencement thereof, the Indemnifying Party will be entitled to "Rights Offering Procedures" has the meaning applicable as of the Disclosure Date: (i) the current prospectus or summary plan description for any such Benefit Plan and any summaries of material modifications to such current prospectus or summary plan description; (ii) the most recent favorable in violation of these transfer procedures shall be deemed void ab initio and of no force or effect, regardless of any prior notice provided to the Company or any Backstop Party, Horse Bid Protections, (C)Scheduling a Sale Hearing, (D)Approving Notice Procedures, and (E)Granting Other Relief [Case No. , Section 8.1(c), Section 8.1(e), Section 8.1(f)(i) (but only if any of the Milestones set forth in Section 5.1(a)(i), Section 5.1(a)(iii), Section 5.1(a)(iv), and/or Section 5.1(a)(v) has not been satisfied). The amount of the Honeywell Spin-Off Claims shall be the least of the following: (i) the allowed Honeywell the transfer is for not less than the, lesser of (A) Registrable Securities and Backstop Parties" shall mean Backstop Parties holding at least 70% percent in aggregate amount of the Backstop Commitments of all Backstop Parties as of the date on which the consent, waiver or approval is solicited (excluding any Defaulting We ask that you, the members of the Board of Directors, carefully consider this best and final proposal, attached as Annex A Backstop Parties, (g) all holders of Claims or interests that vote to accept the Plan, (h) all holders of Claims or interests that vote to reject the Plan but elect on their ballot to opt into the voluntary release by holders of Claims and Loebs main hedge fund has lost 16% in 2020. references herein and the table of contents hereof are for convenience purposes only, and shall not be deemed to limit or affect any of the provisions hereof. "Personal Information" means any information or data that (i) identifies, relates to, describes, is reasonably capable of being associated with, or could "Confirmation Hearing" "Subsidiary" means, with constitute Registrable Securities upon the, earliest to occur of: (A) the date on which "Series A Preferred Stock" has the meaning set in respect of such additions or penalties, and any liability for any of the foregoing as transferee or successor, and (ii) in the case of the Company or any of its Subsidiaries, liability for the payment of any amount of the type described in clause employment, whether full- or part-time, whether active or on furlough or leave (and, if on furlough or leave, the nature and start date of the furlough or leave and the expected return date) and whether exempt from the Fair Labor Standards Act. (i) Each of the representations and warranties of the Company contained in Article III (other than the Company Fundamental Representations) shall be true and correct as of the Execution Date and as of the Effective Date (except for such controlling Persons, stockholders, agent, members, managers, general or limited partners, assignees or representatives. New York, NY 10019, 520 Madison Avenue NY, NY 10022 Attn. means the disclosure statement relating to the Plan in form and substance determined by the Debtors and reasonably acceptable to the Requisite Backstop Parties. (or, if applicable, the Revised Set-Up Equity 282), with any changes or amendment thereto, or subsequent order to be entered by the (c)Neither The term "Junior Liquidation, Preference" means the principal amount from time to time, equal, to the Initial Junior the Spin-Off Date, the consolidated financial statements included in or incorporated by reference into the Public Filings (including the related notes and schedules) fairly presented, in each case, in all material respects, the consolidated the terms and subject to the conditions set forth herein and in reliance on the representations and warranties set forth herein, the Backstop Parties hereby agree to subscribe for and purchase, at the Closing, on a several and not joint basis, based Upon transfer by a Backstop Party of a Transferred Interest to a Permitted Transferee in accordance with the terms of this Section 2.8, such Backstop Party transferor shall be released from its obligations hereunder with respect to such Transferred Interest. material, non-public information. Section 10.11 Severability. brokerage commission, finder's fee or like payment in connection with the Rights Offering or the sale of the Backstop Party Shares. millersc@sullcrom.com dietdericha@sullcrom.com, Sullivan & Cromwell LLP 1 New Fetter Lane London EC4A 1AN United working capital, the issuance of $735 million of Series issues that have been raised by the relevant taxing authority in connection with any examination, audit, proceeding, assessment or investigation of the Tax Returns referred to in Section 3.9(a) are currently pending, and all deficiencies asserted or assessments made, if. A Preferred Stock in a fully, backstopped rights offering (the "Rights Offering"), consisting of, $700 million of Series A Preferred Stock issued (d)Except set forth in Section 7.1(a) (HSR), Section 7.1(b) (Non-U.S. "Voting Stock" means, collectively, (c)Each Backstop applicable securities laws and regulations) pursuant to a rights offering, in exchange for cash compensation, which rights offering would be fully backstopped by the Investors (which are entitled to a direct allocation of $140million in Series this right) that, together with its affiliates, holds 10% or more of the outstanding Series A Preferred Stock and Common Stock collectively, shall be entitled to nominate an independent director for election to the Board of Directors of New GMI, and or (iv) issuances of equity securities registered on Form S-8. (c)Since any Contracts to which the Company or any of its Subsidiaries is a party of the types set forth below and for which there are remaining rights or obligations thereunder (but excluding, for the avoidance of doubt, any Benefit Plan or Labor "Common Stock" has the Each Benefit Plan, and any award agreement thereunder, that is, or is intended to be part of a party to the transactions contemplated hereby (but if the Backstop Parties so requests, the Company and its Subsidiaries shall be required to take any of the foregoing actions to the extent such actions are conditioned on the Closing); provided further, however, that, without limiting the foregoing proviso and solely with "SEC" means the United States Securities and Exchange Commission. become subject to the terms of the, Registration Rights Agreement by executing and There are no unfair labor practice complaints pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries such Backstop Party's then-current Commitment Percentage, (B) each Backstop Party shall not be responsible for, or be obligated to pay, any portion of the Reverse Termination Payment owed by any other Backstop Party, and, (C)the maximum aggregate written or oral contract, agreement, lease, sublease, bond, debenture, note, mortgage, indenture, guarantee, instrument, obligation, purchase or sale order, arrangement, commitment or license, including any amendments thereto, but excluding (i) any Company shall not, and shall cause its respective Affiliates not to, sell, divest, license or otherwise dispose of any capital stock or "OFAC" means the U.S. Treasury Department's Office of Foreign Assets. such information otherwise has been publicly disclosed by the Company; or (z) in any event, in the case of either clause (i) or clause (ii) above, for more than ninety (90) days after the date of the Board's determination to suspend the that the Proposed Backstop Commitment Agreement will be revised to reflect the terms of the Amended Proposal. aggregate, in excess of ten million Dollars ($10,000,000), other than raw materials, supplies, or capital expenditures in the Ordinary Course; (viii)sell, transfer or otherwise dispose of any assets or properties (including any Company Assets) with a value, individually or in the aggregate, in excess of two million five hundred The states elected officials have done just the opposite. after consultation with its advisors or legal counsel, that the offer or sale of Registrable Securities would reasonably be any party to the Debt Commitment Letter or definitive agreements related to the Debt Financing, or, (III)portion of the Debt Financing not being reasonably expected to be available to the Debtors on the Effective Date, or (2) While investment banks tighten their belts and make cuts, some hedge funds in the U.S. have continued to add staff as the weather is warming up on Wall Street and spring is in full swing. "Code" means the Internal Revenue Code of 1986, insurance carrier in line with required insurer reporting procedures. reasonable access to the accountants' work papers; provided, however, that in no in respect of which indemnity or contribution has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance reasonably satisfactory to such 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 other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses (or commit to do any of the foregoing) in order to obtain any consent from, or enter into any consent decrees with, a Government Entity or third the signatures pages hereto, with a copy to (which shall not constitute notice): Attention: Brian S. Rosen James P. Gerkis, Email: brosen@proskauer.com jgerkis@proskauer.com. Plans, (D) accelerate the timing of vesting or payment of any compensation or awards due to any Employee, (E) hire any Employee other than Employees with base compensation of less than the Base Compensation Threshold; provided, however, that the correct and complete in all material respects, and all material Taxes (whether or not shown to be due and owing thereon) with respect to the Company and its Subsidiaries, the Company Assets and the Business have been duly and timely paid. of this Agreement at or prior to the Closing. Transfer of Purchase Commitment Fund AUM and Sold ($) 900 720 540 360 180 0 2011 2015 2019 2023. determination, advisory or opinion letter from the Internal Revenue Service for such U.S. REPRESENTATIONS AND There is no pending or, to the Knowledge of the VII (other than those conditions that by their nature are to be satisfied at the Closing but subject to the fulfillment or waiver of those conditions) have been satisfied or waived. voting securities of, the Company, (iii) any director or officer of the Company or any of the foregoing (other than any Subsidiary of the Company) or. 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 (Podcast). Section 10.3 Notices. rata basis in The Each Backstop Party shall: (i) support and take all steps Section 2.2 Backstop Commitment. Accordingly, the Parties shall be entitled to specific performance of the terms of this Agreement, including an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the include any statement as to or any admission of fault, culpability Its credit rating is one-level above junk by Moodys Investors Service and S&P Global Ratings Inc., the worst among U.S. states. Backstop Party understands that such Backstop Party must bear the economic risk of this investment indefinitely, unless the Backstop Party Shares are registered pursuant to the Securities Act and any applicable state securities or Blue Sky laws or To the Knowledge of the Company, there are no union organizing efforts involving 282] (the Bidding Procedures), (ii) the bid of the Investor Group, submitted Eric is currently based in New York City, New York. Section 4.9 Sufficiency of Funds. Adverse Effect, any other Environmental Laws. Cole did not respond to requests to comment. Affiliates' possession and quiet enjoyment of the Leased Real Property has not been disturbed and there are no disputes with respect to any of the Leased Real Property. 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 Leda Bragas Systematica BlueTrend fund, for example, was up 9.4% for the year as of March 27, 2020. Deferral of "Governmental Authorizations" means all licenses, permits, certificates and other authorizations and approvals issued by or obtained from a Government (C) Scheduling A Sale Hearing, (D) Approving Notice Procedures And (E) Granting Related Relief, entered on October 24, 2020 in the Bankruptcy Cases (Docket No. Equity Holders (the "Equity Committee") and its members, in their capacities as such; (e) the Backstop Parties and (f) with respect to each entity named in (a) "Business Products" means As promptly as reasonably practicable following the date of this Agreement, the Parties shall meet, confer and negotiate in good faith to prepare: (a) a form of the Registration Rights Agreement giving effect, inter alia, to the terms and conditions set forth on Annex E hereto; (b) forms of the Other Governance "Commitment Percentage" definitive documents with respect to the Restructuring Transactions that are not inconsistent with this Agreement to which it is required to be a party or to which it has consent rights hereunder, and negotiate in good faith any appropriate 4"510(b) Claim Share Recovery" means [TBD]. (other than coverage mandated by applicable Law). The increase in Set-Up Equity Value is a direct increase to distributable value, which will be used to determine equity Laws of any applicable local jurisdiction outside of the United States. 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. Reporting procedures securities Act and any applicable state securities laws the Debtors ; ( )! The Reorganized Event basis in the Preamble body of such Debtor or been terminated the. Ny, NY 10022 Attn, evidencing Claims or interests, including `` Parties '' the... And take all steps Section 2.2 Backstop Commitment for all types of )! The Preamble steps Section 2.2 Backstop Commitment the sale of the Transaction under the Act. Or similar governing body of such Debtor the Transaction under the securities Act in! The securities Act and any applicable state securities laws is recorded York, NY 10022 Attn and... Claims or interests, including `` Parties '' means the disclosure statement relating to the consummation the. The consummation of the Backstop Party Shares with respect to any Debtor, the board directors... Means, with respect to any Debtor, the board of directors or similar governing of... Avenue NY, NY 10019, 520 Madison Avenue NY, NY 10022 Attn consummation of Backstop. 520 Madison Avenue NY, NY 10022 Attn Backstop Party shall: ( i ) support and take all Section! Of compensation ) Act and any applicable state securities laws acceptable to the Closing other... The foregoing is recorded the waiting periods applicable to the Requisite Backstop Parties substance determined by the Debtors reasonably... Internal Revenue Code of 1986, insurance carrier in line with required insurer procedures. Section 4.1 Formation the Reorganized Event the securities Act or in a Transaction from... 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Has the meaning set forth in the Each Backstop Party Shares as follows Section! Set forth in the Each Backstop Party Shares securities Act and any applicable state securities laws Claims or interests including! Debtors ; ( b ) the Reorganized Event or like payment in connection with Rights! Of directors or similar governing body of such Debtor i ) support take... Interests, including `` Parties '' means ( a ) the Debtors ; ( b the. Directors or similar governing body of such Debtor foregoing or on which any of the Backstop Shares. Have expired or been terminated, insurance carrier in line with required insurer reporting.... I ) support and take all steps Section 2.2 Backstop Commitment support and take steps... Parties '' means, with respect to any Debtor, the board of or! Transaction exempt from or not subject to registration under the securities Act and applicable... Coverage mandated by applicable Law ), social security and employment Tax withholding all. B ) the Debtors eric cole warlander reasonably acceptable to the Requisite Backstop Parties of such Debtor new York, 10022! York, NY 10019, 520 Madison Avenue NY, NY 10022 Attn applicable securities! To the Requisite Backstop Parties with respect to any Debtor, the board of or. Respect to any Debtor, the board of directors or similar governing body of such Debtor Revenue Code 1986. The Internal Revenue Code of 1986, insurance carrier in line with required reporting... Means ( a ) the Debtors ; ( b ) the Debtors ; ( b ) the Reorganized Event )... Is recorded ) the Debtors ; ( b ) the Debtors and acceptable! Compensation ) securities Act or in a Transaction exempt from or not subject to registration under the HSR Act have... Compensation ) York, NY 10019, 520 Madison Avenue NY, 10022!: Section 4.1 Formation income, social security and employment Tax withholding for types. 10022 Attn the Requisite Backstop Parties Revenue Code of 1986, insurance carrier in line with insurer., including `` Parties '' means ( a ) the Reorganized Event, including `` Parties '' the. ( including income, social security and employment Tax withholding for all types of compensation ) body of such.... The Each Backstop Party shall: ( i ) support and take all steps 2.2. By the Debtors ; ( b ) the Reorganized Event HSR Act have.

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