Examples of Reorganized Chaparral Parent in a sentence
Effective as of the Effective Date, the Reorganized Debtors will either assume or reject the existing employment agreements with the current members of the senior management team or will enter into new employment agreements on the Effective Date with such individuals (to the extent any applicable member of the senior management team agrees), in each case, upon terms acceptable to the applicable employee, Reorganized Chaparral Parent, the Required Consenting Noteholders, and the Required Backstop Parties.
On the Effective Date, the terms of the current members of the Chaparral Parent board of directors shall expire, and the Reorganized Chaparral Parent Board will include those directors set forth in the list of directors of the Reorganized Debtors included in the Plan Supplement.
On the Effective Date, the officers and overall management structure of Reorganized Chaparral Parent, and all officers and management decisions with respect to Reorganized Chaparral Parent (and/or any of its direct or indirect subsidiaries), compensation arrangements, and affiliate transactions shall only be subject to the approval of the Reorganized Chaparral Parent Board.
All shares of New Common Stock issued upon exercise of New Warrants shall be issued in book-entry direct registration form and not through DTC (except as otherwise determined by the Reorganized Chaparral Parent Board in its sole discretion), and as a condition precedent to the issuance of any such shares the recipient will be required to sign a joinder, in the form to be attached to the New Warrant Agreements, pursuant to which it agrees to become a party the New Stockholders Agreement.
After the Effective Date, Reorganized Chaparral Parent may amend and restate its formation, organizational, and constituent documents as permitted by the laws of its respective jurisdiction of formation and the terms of such documents.
The Reorganized Chaparral Parent Board shall be authorized to adopt the Management Incentive Plan, enact and enter into related policies and agreements, and grant awards under the Management Incentive Plan to participants in such forms and subject to the terms and conditions (including anti-dilution protections and vesting conditions) determined by the Reorganized Chaparral Parent Board.
For the avoidance of doubt, the types of awards and the terms and conditions of the Management Incentive Plan (including any awards, related agreements, policies, programs, other arrangements, and the Management Incentive Plan participants) shall be determined, and initial grants thereunder shall be made, solely by the Reorganized Chaparral Parent Board no later than 30 days following the Effective Date.
Accordingly, the Debtors were not required to file a registration statement regarding the offer of the New Common Stock of Reorganized Chaparral Parent in connection with the prepetition solicitation of votes in favor of the Plan.
Notwithstanding the foregoing, any Holder who (a) agrees to provide a release to the Released Parties and (b) does not object to the Plan will receive consideration under the Plan comprised of New Warrants to acquire additional shares of New Common Stock of Reorganized Chaparral Parent and/or cash, in each case subject to the terms and conditions set forth in the Plan.
Because the Plan contemplates, among other things, issuance of New Common Stock in Reorganized Chaparral Parent to Holders of Senior Notes Claims on account of their Claims, the Debtors’ prepetition solicitation is in part governed by the Securities Act of 1933, as amended (the “ Securities Act”).See 15 U.S.C. § 77e; see also id.