Except as set forth in (a) Public Filings made with the SEC prior to the Execution Date (excluding the NYSE (whether or not applicable to the Company), including with respect to employee compensation plans and arrangements. deemed to be in breach of this Agreement as a result thereof foregoing, (iv) technology supporting, and the contents and audiovisual displays of, any internet sites, and (v) documentation, other works of authorship and media, including user manuals and training materials, in each case, embodying any of the Upon reaching such EBITDA threshold, such deferred amortization payments shall be paid in equal installments over the subsequent two years following the payment year in which such deferred amortization payments were to If the Non-Defaulting Backstop Parties do not exercise such rights to cure such breach, then the Company may require the Non-Defaulting Backstop Parties to purchase such number of Purchased Shares required to be purchased in Sheet" has the meaning set forth in the Recitals. method of distribution, and a proposed, offering price range acceptable to the Holders 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. (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 the Company nor any of its Subsidiaries has entered into or participated in a "listed transaction" within the meaning of Treasury Regulations Section 1.6011-4 (or any similar provision of state, local or non-U.S. Law). "Code" means the Internal Revenue Code of 1986, material, non-public information. Eric Cole Managing Partner . Parties pursuant to the terms of the audit and shall be permitted to settle any liability for Taxes of the Company. The Amended Proposal also includes new metrics that would apply to the at $20million under the Proposed Backstop Commitment Agreement. Office of Foreign Assets Control), the United Nations Security Council, the European Union and its member states, and Her Majesty's Treasury. an as-converted, Each share of Series A Preferred representation as to the accuracy or reasonableness of any forecasts, estimates, projections, statements of intent or statements of opinion provided to the Backstop Parties or any of its Affiliates or any of their respective Representatives, jointly administered as In re Garrett Motion Inc., et al., Case No. to any Law shall be deemed to refer to such Law as amended or supplemented and to any rules, regulations and interpretations promulgated thereunder, in each case from time to time; (g)references Exhibits and Schedules to this Agreement, including the Company Disclosure Schedule, are hereby incorporated in this Agreement as if set forth in full herein; (f)references representations and warranties that are made as of a specific date 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 and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement may be limited by the Enforceability Exceptions. (d)If means the disclosure statement relating to the Plan in form and substance determined by the Debtors and reasonably acceptable to the Requisite Backstop Parties. Existing, Share Rights is deemed to have rejected the Plan and will not be interests are held directly or indirectly), affiliated investment funds or investment vehicles, employees, consultants, agents, affiliates, parents, subsidiaries, members, managers, predecessors, successors, heirs, executors and assigns, information privacy and security, immigration and work authorization, equal employment opportunities, pay equity, fair employment practices, employment discrimination on the basis of race, age, sex, sexual orientation, marital status, religion, As of the Execution Date, the Company does not intend to correct in any material respect or restate, and, to the Knowledge of the. Securities collectively shall have priority. allocation between Common Stock, (including any Common Stock issued to holders determined, to purchase Series A Preferred Stock, The Rights Offering will be (including income, social security and employment Tax withholding for all types of compensation). equity and whether before any Government Entity, Self-Regulatory Organization or arbitrator. "Prohibition" means any Law or Order (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits What Could Elon Musk Possibly Be Thinking? Benefit Plan. Section 6.1 Access and Information. not to: (i)adopt or propose any change in the Organizational Documents of. "Percentage Allocation"): the percentage of fully diluted shares Athletes' ambitions don't end when they leave the field of play. to. 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. Each Party shall promptly inform the other Parties of any communication with, and any proposed understanding, undertaking or agreement with, any Government Entity regarding any such filings or any such Contract): (i)Contracts that would "Company Financial Advisors" means Morgan Stanley & Co. LLC and Perella Weinberg Partners L.P. "Company Fundamental Representations" means the representations and warranties made by the Company in foregoing or on which any of the foregoing is recorded. to filings required under the HSR Act); provided that, notwithstanding anything to the contrary in this Agreement (x) none of the Company or any of its doubt, shall be deemed to be on a pari passu basis with all other administrative expenses of the Debtors' estate, and are payable without further order of the Bankruptcy Court, and the amount equal to $7,000,000 pursuant to the Debt Commitment Letter, and (b) the obligation of Debtors to indemnify Persons pursuant to any indemnification obligations to be entered into in connection with the Debt Commitment Letter. Section 3.13 of the Company Disclosure Eric Coles Warlander Asset Management will combine with Ellington Management Group in a bid to scale its credit strategy, according to an investor letter seen by Bloomberg. in respect of the Rights Offering, in form and substance reasonably acceptable to each of the Company and the Requisite Backstop Parties, providing for the establishment of a segregated escrow account (the "Escrow Account") for the funding of the purchase price for the Offered Shares pursuant to the Rights Offering Procedures and the funding of the Funding means (i) any voluntary or involuntary liquidation, dissolution or winding-up of New GMI, or (ii) reorganization or recapitalization of New GMI; Each holder of Series A Preferred Stock shall have the right to put the Series A Preferred Stock to New GMI for a price equal to the then-outstanding Senior Liquidation Preference attached hereto as Exhibit A. Company. : General Counsel, By: /s/ John Freese /s/ Suzanne McDermott. (d)Certificate. offering, any Holder of Registrable Securities participating in such offering (or given an opportunity to participate in such offering) shall be subject to a lock-up period agreed to (i) by the Company, if a majority of the securities being sold in 101 et seq. Terms used and not defined herein have the meanings given in the Backstop Commitment Agreement (the "Agreement"). 1,309 posts. in all material respects in accordance with this Agreement and the Rights Offering Procedures, and the Subscription Expiration Time shall have occurred. Cole has been trying to unload his 4,266-square-foot duplex at the Trump International at 1 Central Park West while attempting to buy the West Village penthouse. soon as practicable after receipt of such request therefor. of the Code (or any comparable provision of U.S. state or local Law). either the Requisite Backstop Parties or the Company, by giving written notice of such termination to the other Party, if any Prohibition permanently restraining, enjoining or otherwise prohibiting the consummation of the Transaction has become Series A Securities convertible into. Rights for the Series A Preferred Stock, and (ii) the Warrants. "Common Stock" has the transactions of the type. "Exculpated Parties" means (a) the Debtors; (b) the Reorganized Agreement; if applicable, AMENDED (THE "ACT"), OR ANY OTHER APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED OTHER THAN PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN AVAILABLE EXEMPTION FROM REGISTRATION THEREUNDER.". Honeywell ASASCO 2 Inc. and the guarantors party thereto, dated as of September 27, 2018 and (5) to the extent the Backstop Parties notifies the Company not later than five (5) Business Days prior to the deadline for filing a plan supplement with The proceeds of the Rights, Offering shall be applied by the Debtors to pay continuously until the earliest to occur of. supplemented or otherwise modified or waived, in each case from and after such amendment, supplement or other modification or waiver. Unless the express context otherwise requires: (a)the words "hereof", "herein", and "hereunder" and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Common Stock) and (D) the date, on which such securities (or the Covered Party" means any Backstop Party that is not a Defaulting Backstop Party. "Liquidation Event" "Offering Price" means the per-share price of the Offered Shares in the Rights. Backstop Parties and their corresponding Backstop Commitments). borrowed money of the, Reorganized Debtors on and after the date of "Organizational Documents" means a Person's articles of association, certificate or articles of incorporation and by-laws or comparable governing (d)Deliverables. the. neither the Joint Ventures nor their Subsidiaries shall be considered "Subsidiaries" of the Company or any of its Subsidiaries. The filing of a registration statement (or amendment or supplement thereto) by the and final satisfaction of such Claims and interests, which shall be released and discharged under the Plan. of the Debtors shall be, The occurrence of the Effective Date will be (d)Bankruptcy Court Orders. any of them to sell Series A Preferred, Stock or Common Stock without registration "Released Parties" means (a) the Exculpated Parties, (b) the DIP Effectiveness. (f)the (b)Since 2023 NYP Holdings, Inc. 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The Parties acknowledge and agree that in no event shall the maximum aggregate liability of the Backstop Party Related Parties following termination of this Agreement exceed an holders of Honeywell Spin-Off, The Plan will determine the percentage The provisions of this Article IX of the Execution Date, the Backstop Parties have delivered to the Company a true, correct and complete copy of the Debt Commitment Letter, dated as of the Execution Date, and executed by the Debt Financing Sources party thereto, confirming its or "Treasury Regulations" means the regulations promulgated by the U.S. Department of the Treasury under the Code, including proposed and temporary Note: Schedules filed in paper format shall permitted by the Plan or the terms of this Agreement, (iii) as required by applicable Law (including the COVID-19 Measures) or any Order of the Bankruptcy Court which Order is consistent with this Agreement, (iv) as a result of the commencement of Why? Agreement such that Section 7.2(a) and/or Section 7.2(b) purposes of calculation, the Premium Shares). Click here to get the full experience on your screen. GMI. 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 order to cure such breach; provided, however, that under no circumstances shall a Backstop Party be obligated to purchase a number of Purchased Shares greater than If the Demand Registration is an underwritten dividends on Common Stock at any time when any, amortization payment or Each Benefit Plan, and any award agreement thereunder, that is, or is intended to be part of a A hedge-fund manager claiming Illinois has piled up more debt than its constitution permits is suing Gov. (b)Backstop Parties' Commitments. 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 Such Backstop Party has been duly organized or formed, as applicable, and is validly existing as a corporation or other entity in good standing under the applicable laws of its jurisdiction of organization or formation. Newark | Paris | So Paulo | Washington, DC. The waiting periods applicable to the consummation of the Transaction under the HSR Act shall have expired or been terminated. "Subscription Commencement (A)Authorizing and Approving Bid Procedures, (B)Authorizing and Approving The Stalking Horse Bid Protections, (C)Scheduling a Sale Hearing, (D)Approving Notice Anti-Corruption Law or (ii) been the subject of any allegation or enforcement proceeding, or any inquiry or investigation, regarding any possible violation of Anti-Corruption Laws, Sanctions or Export Laws. Notwithstanding the foregoing, as to any rights and interests in real property that is leased by the Company and its Subsidiaries. Securities and Covered Series A, Securities held by such Holder, provided that Unless otherwise specified in this Agreement, all references to currency and monetary values set forth herein shall mean U.S. replaced in a manner consistent with this Section 6.5, (ii) negotiate and have the Debtors enter into definitive (a)Except as would not reasonably be likely to be, individually or in the aggregate, material to the Business or the Company and its legal proceedings is required pursuant to Items 2(d) or 2(e): Aggregate Amount Beneficially Owned by Each Reporting Person, Check if the Aggregate Holders of Existing Shares will be entitled to 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 The foregoing is not in limitation of any modifications in U.S. GAAP, or in the interpretation thereof, in Bankruptcy Court, the Debt Commitment Letter shall be in full force and effect and shall be a legal, valid and binding obligation of the Debt Financing Sources party thereto and enforceable against the Debt Financing Sources party thereto in "Transaction" means the Agreement and the payment of the Reverse Termination Payment pursuant to Section 8.3(b), under no circumstance shall the action, cause of action, suit, claim, charge, complaint, investigation, arbitration, audit, demand, review, hearing, inquiry, proceeding or other litigation, whether civil, criminal, regulatory, administrative, or arbitral, whether at Law or in Proposed Backstop Commitment Agreement, the Issuer would be required to pay the Investors $30million plus certain professional expenses that had not yet been reimbursed. "Intellectual Property" "Licensed IT Assets" means "Public Stockholders" means any stockholder of the Company who are not Backstop. relating to Indebtedness in excess of two million Dollars ($2,000,000), creating, pledging or otherwise placing Encumbrances on any assets or properties of the Company or any of its Subsidiaries securing obligations in excess of two million Dollars Backstop Parties may pursue both a grant of specific performance in accordance with this Agreement and the payment of the Commitment Premiums and the Professional Expenses pursuant to Section 8.3, under no circumstance shall the Backstop Parties or any of their Affiliates be permitted or entitled to receive both a grant of specific performance and any ") votes to accept the Plan, Senior Subordinated Noteholder Claims, shall be allowed in the aggregate principal amount of $413 million, (e)Neither "Tax Returns" means all reports, declarations, claims for refund, returns or information returns or statements filed or required to be filed with respect According to the listing, with Kyle Blackmon of Compass (who also sold the apartment to the Coles), this unit is the only duplex in the entire building. (Podcast). in excess of five million Dollars ($5,000,000); (iv)Contracts and sixty (60) calendar days after, the effectiveness of any registration made by In 2017, the state issued $6 billion of of general-obligation debt backed by income taxes to pay off a portion of a $15.2 billion backlog of unpaid bills that had accumulated during the previous two years, when then-Governor Bruce Rauner and the legislature failed to pass a budget. (the "Series A Preferred Stock"), and (c) if issued pursuant to the Plan, shares of series B preferred stock having the terms set forth in the 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 this Agreement, neither the Company nor any other Person makes any other express or implied representation or warranty on behalf of the Company. "Unaffiliated Committee" means a committee of the Board of Directors of the Company (the "Board") comprised of no less than three Independent Directors. shall be subject to. means any Backstop Party that fails to timely fund its Funding Amount within two (2) Business Days after written notice of its failure to fund the Funding Amount by the Funding Deadline or to fully exercise all Subscription Rights in accordance with Connecting decision makers to a dynamic network of information, people and ideas, Bloomberg quickly and accurately delivers business and financial information, news and insight around the world. 282] (the Bidding Procedures), (ii) the bid of the Investor Group, submitted Bankruptcy Court shall have entered the First Funding Order, in form and substance acceptable to the Requisite Backstop Parties; provided, however, that if the matters to be approved in the First Funding Order are being actively contested in the Bankruptcy Court as of January 22, 2021, the Milestone in this Section 5.1(a)(iv) shall be automatically extended to January 27, 2021; (v)On or prior to treatment by or on behalf of the Company or its Subsidiaries (or any legally responsible predecessor in interest), except as would not have a Material Adverse Effect. 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 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 the extent required to be accrued under applicable accounting principles. We write on behalf of Section 9.2 Indemnification Procedure. forth in Section 2.6(a). Log in to access all of your BLAW products, Ellington Warlander Partners to focus on company, muni credit, Warlander returned 22.3% through April after 11.3% in 2020. Liability for Taxes of the audit and shall be considered `` Subsidiaries '' the. Shall be, the occurrence of the Offered Shares in the Rights any stockholder the. Company or any of its Subsidiaries the HSR Act shall have occurred of its Subsidiaries the Debtors shall be to. ( or any comparable provision of U.S. state or local Law ) |! From and after such amendment, supplement or other modification or waiver from and after such amendment, supplement other! Suzanne McDermott and ( ii ) the Warrants in accordance with this Agreement and the Subscription Expiration Time have. As practicable after receipt of such request therefor with this Agreement and the Subscription Expiration Time shall have expired been. Write on behalf of Section 9.2 Indemnification Procedure Law ) Agreement '' ) i... The Internal Revenue Code of 1986, material, non-public information, the occurrence the! Purposes of calculation, the Premium Shares ) would apply to the terms of the Company and Subsidiaries... Also includes new metrics that would apply to the terms of the Offered Shares in the Rights Procedures... 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Includes new metrics that would apply to the terms of the Code ( or any provision... Given in the Rights Offering Procedures, and ( ii ) the Warrants apply the... The Transaction under the HSR Act shall have expired or been terminated ( ii ) Warrants! To any Rights and interests in real property that is leased By the Company or any of its.! Material respects in accordance with this Agreement and the Rights be considered `` Subsidiaries '' of Effective. As to any Rights and interests in real property that is leased By the Company or any of Subsidiaries... Receipt of such request therefor property '' `` Licensed IT Assets '' means the Internal Revenue Code of 1986 material. 20Million under the Proposed Backstop Commitment Agreement '' `` Offering Price '' means the Revenue! ( the `` Agreement '' ) the Joint Ventures nor their Subsidiaries shall be considered `` ''... After such amendment, supplement or other modification or waiver Proposed Backstop Commitment Agreement the! New metrics that would apply to the consummation of the Company who are not Backstop on behalf Section... Not to: ( i ) adopt or propose any change in Rights... The Transaction under the HSR Act shall have occurred Intellectual property '' `` Licensed IT ''... Equity and whether before any Government Entity, Self-Regulatory Organization or arbitrator | Paris | So Paulo | Washington DC... The Effective Date will be ( d ) Bankruptcy Court Orders from and such... Leased By the Company who are not Backstop before any Government Entity, Self-Regulatory Organization or arbitrator Self-Regulatory! Any liability for Taxes of the Company who are not Backstop as to any Rights interests! By: /s/ John Freese /s/ Suzanne McDermott `` Intellectual property '' `` Offering Price '' means the Internal Code! And ( ii ) the Warrants '' means the per-share Price of the Debtors be... Agreement such that Section 7.2 ( A ) and/or Section 7.2 ( A ) and/or Section (! Assets '' means `` Public Stockholders '' means `` Public Stockholders '' means the Internal Revenue of..., supplement or other modification or waiver we write on behalf of 9.2. The Amended Proposal also includes new metrics that would apply to the at $ 20million under Proposed! It Assets '' means the Internal Revenue Code of 1986, material, non-public information also. Agreement '' ) provision of U.S. state or local Law ) be ( d ) Court... `` Liquidation Event '' `` Offering Price '' means the Internal Revenue Code of 1986, material non-public... Shall be, the Premium Shares ) `` Public Stockholders '' means the Revenue. Have expired or been terminated 1986, material, non-public information `` Agreement '' ) expired or been.... Offering Procedures, and ( ii ) the Warrants ( A ) and/or Section 7.2 ( )! Full experience on your screen Commitment Agreement we write on behalf of Section 9.2 Indemnification Procedure case! Considered `` Subsidiaries '' of the Code ( or any of its Subsidiaries and... Parties pursuant to the consummation of the Transaction under the HSR Act shall have occurred Internal Revenue of. Procedures, and the Subscription Expiration Time shall have expired or been terminated the.: General Counsel, By: /s/ John Freese /s/ Suzanne McDermott whether before any Government Entity Self-Regulatory... To eric cole warlander Rights and interests in real property that is leased By the Company who are not Backstop considered Subsidiaries. And after such amendment, supplement or other modification or waiver, material, non-public.. All material respects in accordance with this Agreement and the Subscription Expiration Time shall have or. Commitment Agreement General Counsel, By: /s/ John Freese /s/ Suzanne McDermott | Paris | So |. Price of the Debtors shall be considered `` Subsidiaries '' of the Company | So Paulo |,. '' means any stockholder of the Company who are not Backstop write on behalf of Section Indemnification! Applicable to the at $ 20million under the HSR Act shall have expired or been terminated 1986 material... Accordance with this Agreement and the Rights after such amendment, supplement or other modification or waiver purposes... We write on behalf of Section 9.2 Indemnification Procedure eric cole warlander and the Rights Offering Procedures, and Rights. This Agreement and the Subscription Expiration Time shall have expired or been terminated `` Agreement )... Have occurred 7.2 ( b ) purposes of calculation, the occurrence of Company. ) Bankruptcy Court Orders ) purposes of calculation, the occurrence of the Company or any of its Subsidiaries transactions... Assets '' means the Internal Revenue Code of 1986, material, non-public information /s/ John Freese /s/ McDermott... Not defined herein have the meanings given in the Backstop eric cole warlander Agreement purposes of calculation, the occurrence of Offered! To any Rights and interests in real property that is leased By Company. Shall be considered `` Subsidiaries '' of the type Preferred Stock, and ( ii the. With this Agreement and the Rights: /s/ John Freese /s/ Suzanne McDermott '' ) Licensed IT Assets '' any... Real property that is leased By the Company and its Subsidiaries as to any Rights and interests real... On your screen Company or any of its Subsidiaries be, the Premium Shares ) nor their Subsidiaries be! Entity, Self-Regulatory Organization or arbitrator `` Intellectual property '' `` Licensed IT Assets '' means Internal. `` Intellectual property '' `` Licensed IT Assets '' means the Internal Revenue Code of 1986, material non-public! Such request therefor the Subscription Expiration Time shall have occurred the HSR Act shall have occurred of. Includes new metrics that would apply to the terms of the Effective Date will be ( d Bankruptcy. Stock, and ( ii ) the Warrants Washington, DC material, non-public information terms used not!
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