Recapitalization Transaction. The Recapitalization Transaction Terms as agreed among the Parties are set forth in the Term Sheet, which is incorporated herein and made a part of this Support Agreement, and in this Support Agreement. In the case of a conflict between the provisions contained in the main body of this Support Agreement and the Term Sheet, the provisions of the main body of this Support Agreement shall govern. In the case of a conflict between the provisions contained in the text of this Support Agreement (including the Schedules hereto) and the Plan, the terms of the Plan shall govern.
Recapitalization Transaction. In the event of a Recapitalization Transaction, the Administrator shall be entitled to make the adjustments described in Section 7(b) of the Plan with respect to the Stock Option (or any portion thereof) and with respect to any Shares acquired upon the exercise of the Stock Option as if such Shares were shares of Stock underlying an Award.
Recapitalization Transaction. The Recapitalization Transaction shall have been consummated in all material respects pursuant to its terms.
Recapitalization Transaction. Implementation The Recapitalization Transaction shall be implemented pursuant to a plan of arrangement (a "Plan") to be filed under the Canada Business Corporations Act ("CBCA"). Recapitalization Transaction Summary Conditional upon and concurrent with the completion of the Recapitalization Transaction, the Company shall complete the New Financing (as defined below). The Recapitalization Transaction shall provide that, pursuant to the Plan: (a) Each Senior Unsecured Noteholders shall receive its pro rata share (based on face value of the Senior Unsecured Notes) of 86% of the Pro Forma Common Shares; (b) Each Early Consenting Noteholder shall receive its pro rata share (based on face value of the Senior Unsecured Notes of all Early Consenting Noteholders) of 6% of the Pro Forma Common Shares; and (c) The Existing Shareholders shall retain their Common Shares, subject to dilution based on the New Shares, and subject further to the Share Consolidation, which shall equal 8% of the Pro Forma Common Shares, following the Effective Time; in each case, as described in greater detail below, and subject to dilution for the Backstop Shares. New Financing The Company shall carry out a new financing of $60 million aggregate principal amount of New 1.5 Lien Notes (the "New Financing"), issued as set out in a separate New 1.5 Lien Notes Term Sheet, and in accordance with applicable securities laws and under applicable exemptions from prospectus and registration requirements. In connection with the New Financing, pursuant to the Commitment Letter, a backstop commitment fee in the amount of approximately $1.5 million shall be payable to the Commitment Parties through the issuance of new Common
Recapitalization Transaction. Documentation The Company and its advisors will work cooperatively with the Majority Initial Consenting Noteholders and the Initial Commitment Parties and their respective advisors to prepare and finalize all Definitive Documents (including, without limitation, all Court documents and the Plan) required to implement the Recapitalization Transaction. Timeline for Implementation The actions necessary to structure and implement the Recapitalization Transaction will be completed by the Company in accordance with the timelines for the Milestones (as defined in the Support Agreement). Releases Those releases contemplated by the Support Agreement shall be provided or effective at closing of the Recapitalization Transaction.
Recapitalization Transaction. Public Announcements All public announcements in respect of the Recapitalization Transaction shall be made in accordance with the terms of the Support Agreement and the Commitment Letter. Governing Law This Term Sheet, the Support Agreement and any other agreement necessary to implement the Recapitalization Transaction shall be governed by the laws of the Province of Alberta and the laws of Canada applicable therein.
Recapitalization Transaction. On and subject to the terms and conditions of this Agreement, the Parties will consummate the following transactions at the Closing:
Recapitalization Transaction. Notwithstanding anything contained in the Fifth Amendment to Amended and Restated Credit Agreement and Waiver dated as of April 15, 2002 (the "Fifth Amendment") or any subsequent agreement regarding the timing of the preparation of the offering memorandum for the Recapitalization Transaction by the Investment Banker (as the terms "Investment Banker" and "Recapitalization Transaction" are defined in the Fifth Amendment), the parties hereto acknowledge and agree that the Investment Banker shall cause the offering memorandum for the Recapitalization Transaction to be prepared and distributed no later than April 30, 2003. The Company shall use its best efforts to obtain a firm commitment or signed letter of intent to consummate the Recapitalization Transaction in form and substance reasonably satisfactory to the Lenders no later than July 31, 2003. In the event such a commitment or signed letter of intent is not obtained by such date, the Company shall pay to the Collateral Agent for allocation as provided in Section 4(j) of the Intercreditor Agreement a fee in the amount of $250,000 (the "Recapitalization Fee"), it being agreed and understood by the Lenders that the "Recapitalization Fee" payable by the Borrower under the Amendment No. 4 to Note Purchase Agreement dated as of May 31, 2002 to the Noteholders is the same fee as the Recapitalization Fee referred to herein. Failure to cause the offering memorandum for the Recapitalization to be prepared and distributed as required hereunder or pay the fee if required hereunder shall, at the option of either of the Lenders, as evidenced by written notice of such provided by the Administrative Agent to the Company at the request of any Lender, the constitute a Default under the Credit Agreement.
Recapitalization Transaction. At any time prior to the consummation of an IPO, if the Company, acting solely at the direction of the Major Sponsors, determines to effectuate a transaction in which one or more classes or series of shares or other equity interests issued by the Company or any of its direct or indirect subsidiaries are, in whole or in part, on a pro rata basis among all holders of such securities, converted into, or exchanged for, shares or other equity interests issued by the Company or any of its direct or indirect subsidiaries, any newly formed parent of the Company and/or any Affiliated person of the Company (a “Recapitalization Transaction”), each Stockholder will exchange or convert the same proportion of such shares or other equity interests of the Company held by such Stockholder as the proportion of the Major Sponsors’ shares or other equity interests of the Company that are being exchanged or converted, on the same terms and conditions, with respect to each share or equity interest being exchanged or converted, as the other holders of such share or equity interest, and each Stockholder shall receive the same securities and other consideration in respect of each such share or other equity interest exchanged or converted except for differences, if any, arising from the respective rights of the underlying converted or exchanged shares or equity interests and/or the respective rights of each of the Sponsors and/or any other Stockholders set forth herein; provided, that the securities issued in connection with any Recapitalization Transaction shall reflect and be substantially consistent with the relative rights, preferences and obligations of the Stockholder Shares set forth in the Company’s Certificate of Incorporation as in effect immediately prior to the Recapitalization Transaction; provided further, that such Recapitalization Transaction shall not result in taxable income or gain to any of the Sponsors or their direct or indirect owners (other than to the extent of any cash received in such Recapitalization Transaction).
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