Amendments to Shareholder Agreement. Any material amendments to the Shareholder Agreement or the organizational documents of the reorganized Parent Debtor or its subsidiaries will require (i) majority approval of the New Board of the reorganized Parent Debtor, and (ii) holders of a majority of the then-issued and outstanding New Common Equity; provided that any amendments that materially and disproportionately adversely affect the obligations or rights of any holder of New Common Equity relative to other holders of New Common Equity will require the consent of holders representing a majority of the New Common Equity so adversely affected; provided, further, that any amendment that amends or adversely affects the specific rights described in this section entitled “Corporate Headquarters and Governance” will require the consent of holders representing at least 60% of the New Common Equity held by the Significant Interest Holders in the aggregate as of such date. The terms and conditions of the Shareholder Agreement shall be consistent with this Term Sheet and shall contain such other terms and conditions that are reasonably acceptable to Xxxxxx Road, the Required Consenting Senior Noteholders, the Plan Sponsor and the Parent Debtor. It is agreed that any of the terms described above need not be included in the Shareholder Agreement to the extent such terms are included in the reorganized Parent Debtor’s organizational documents. Representative The Reorganized Debtors reserve the right to require any holders (other than the Plan Sponsor and the Significant Interest Holders), at their sole cost and expense, to designate a representative or engage a third party to act on behalf of such other holders in connection with the administration of their respective rights under the Shareholder Agreement. Avoidance Actions, Commercial Tort Claims Avoidance actions arising under Chapter 5 of the Bankruptcy Code and commercial tort claims against any and all vendors with which the Restructured Debtors will have an ongoing relationship shall vest in the applicable Restructured Debtor. Tax Issues Subject to the terms hereof, the Restructuring shall be structured to preserve favorable tax attributes to the extent practicable (including structuring the Restructuring for tax purposes as an asset sale, a recapitalization, or other tax-free reorganization), which structure shall be acceptable to the Plan Sponsor and the Debtors, and reasonably acceptable to Xxxxxx Road and the Required Consenting Senior Noteholders....
Amendments to Shareholder Agreement. The Investors’ Representative may propose, authorize and approve on behalf of the other Investors (a) amendments, supplements or modifications to the Shareholder Agreement, (b) waivers of compliance with any agreement or conditions contained in the Shareholder Agreement, and (c) termination of the Shareholder Agreement; provided, however, that the Investors’ Representative may (x) not amend any of the terms of the Shareholders Agreement in a manner that would adversely affect the rights and obligations of the Co-Investor on a relative basis vis a vis any other Investor or that would adversely affect the Co-Investor’s rights under Section 4 or Section 5 of the Shareholder Agreement on an absolute basis without the Co-Investor’s prior written consent and (y) only terminate the Shareholder Agreement or execute a formal amendment or waiver in respect of the Shareholder Agreement after first consulting with the Co-Investor.
