Common use of Anti-Dilution Rights Clause in Contracts

Anti-Dilution Rights. Except for the issuance of customarily excluded securities, the Conversion Ratio shall be subject to adjustment on a broad-based weighted average basis in the event that the Reorganized Parent issues additional equity securities at a purchase price less than the price implied by the then-current Conversion Ratio and shall be subject to customary adjustments for share splits, share combinations, share dividends, share reclassifications, or similar events. Securities Matters: Except as otherwise provided herein, all shares of Reorganized Parent Participating Preferred Stock and, upon conversion thereof, Reorganized Parent Common Stock shall be exempt from registration pursuant to section 1145 of the Bankruptcy Code or another applicable exemption from registration. Warrants Warrants to purchase 8% of the Reorganized Parent Common Stock (calculated after the DIP Equity Conversion, the DIP Backstop Equity Issuance and the Secured Claims Equity Conversion but before giving effect to dilution from the New Equity Incentive Plan or conversions, if any, of the Reorganized Parent Participating Preferred Stock), with a cashless exercise price equal to a total enterprise value that is the aggregate amount of the DIP Loans, the Secured Term Loan Debt, Secured Revolving Loan Debt, and the respective accrued interest thereon (the “Warrants”). The Warrants shall have a five (5) year term. Securities Matters: Warrants and shares of Reorganized Parent Common Stock issuable upon exercise thereof shall be exempt from registration pursuant to section 1145 of the Bankruptcy Code. Deleveraging Transactions Certain holders of DIP Claims (collectively, the “Deleveraging Commitment Parties”) will:  commit (on a several basis) to the Reorganized Parent that the Reorganized Parent will be required to issue to the Deleveraging Commitment Parties, Reorganized Parent Common Stock, pro rata and on a dollar for dollar basis (calculated on the basis of a price per share equal to the Adjusted Common Stock Price Per Share), in lieu of issuing indebtedness under the Exit Facility, in an amount equal to the aggregate amount of indebtedness under the Exit Facility elected to be received by the non-Deleveraging Commitment Parties as contemplated above under “DIP Facility Claims” (subject to such amount not exceeding the aggregate amount of indebtedness under the Exit Facility otherwise allocated to the Deleveraging Commitment Parties, such amount, the “Exit Facility Available Amount”); and  to the extent that, after such reallocation, the Deleveraging Commitment Parties would continue to be allocated indebtedness under the Exit Facility, each Deleveraging Commitment Party would have the option (on a several basis) to have all or a portion of such party’s allocation of indebtedness be substituted for Reorganized Parent Common Stock at a price per share equal to the Undiscounted Price Per Share. The Deleveraging Commitment Parties and the Debtors will enter into an agreement setting forth terms and conditions relating to the transactions described above (the “Deleveraging Backstop Agreement”). Releases by Debtors Subject to ongoing review and approval in all respects by the Review Committee of the Special Committee of the Board of Managers of 24 Hour Holdings II LLC (the “Review Committee”), the Plan shall provide that as of the Effective Date, the Debtors, and each of their respective current and former Affiliates, on behalf of themselves and their respective Estates, including any successor to the Debtors or any Estate representative appointed or selected pursuant to section 1123(b)(3) of the Bankruptcy Code, including the Reorganized Company, shall be deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever released, waived, and discharged the Released Parties from any and all claims, interests, obligations, rights, suits, damages, Causes of Action, remedies, and liabilities whatsoever (including any derivative claims asserted or that may be asserted on behalf of the Debtors and their Estates), whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, based on or relating to, or in any manner arising from, in whole or in part, the Debtors, the Chapter 11 Cases, the DIP Documents, the Restructuring Support Agreement, the Plan (including the Exit Facility Documents and the Plan Supplement), the Disclosure Statement, the Restructuring Transactions, the Rights Offering, the Rights Offering Procedures, the New Debt, the Prepetition Loan Documents, the Senior Notes Documents, the prepetition and postpetition marketing process, the formulation, preparation, dissemination, negotiation of any of the foregoing or any contract, instrument, release, or other agreement or document created or entered into in connection with any of the foregoing, the pursuit of confirmation of the Plan, the solicitation of votes on the Plan, the pursuit of consummation of the Effective Date, the administration and implementation of the Plan, including the issuance or distribution of Securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date related or relating to the foregoing. Notwithstanding anything to the contrary in the foregoing, the releases set forth above shall not be construed as releasing any post-Effective Date obligations of any party or Entity under the Plan, any Restructuring Transaction, or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan, including without limitation, the Rights Offering Procedures, the Exit Facility Documents, and the New Organizational Documents.

Anti-Dilution Rights. Except for the issuance of customarily excluded securities, the Conversion Ratio shall be subject to adjustment on a broad-based weighted average basis in the event that the Reorganized Parent issues additional equity securities at a purchase price less than the price implied by the then-current Conversion Ratio and shall be subject to customary adjustments for share splits, share combinations, share dividends, share reclassifications, or similar events. Securities Matters: Except as otherwise provided herein, all shares of Reorganized Parent Participating Preferred Stock and, upon conversion thereof, Reorganized Parent Common Stock shall be exempt from registration pursuant to section 1145 of the Bankruptcy Code or another applicable exemption from registration. Warrants Warrants to purchase 8% of the Reorganized Parent Common Stock (calculated after the DIP Equity Conversion, the DIP Backstop Equity Issuance and the Secured Claims Equity Conversion but before giving effect to dilution from the New Equity Incentive Plan or conversions, if any, of the Reorganized Parent Participating Preferred Stock), with a cashless exercise price equal to a total enterprise value that is the aggregate amount of the DIP Loans, the Secured Term Loan Debt, Secured Revolving Loan Debt, and the respective accrued interest thereon (the ““ Warrants”). The Warrants shall have a five (5) year term. Securities Matters: Warrants and shares of Reorganized Parent Common Stock issuable upon exercise thereof shall be exempt from registration pursuant to section 1145 of the Bankruptcy Code. Deleveraging Transactions Certain holders of DIP Claims (collectively, the ““ Deleveraging Commitment Parties”) will:  commit (on a several basis) to the Reorganized Parent that the Reorganized Parent will be required permittedrequired to issue to the Deleveraging Commitment Parties, Reorganized Parent Common Stock, pro rata and on a dollar for dollar basis (calculated on the basis of a price per share equal to the Adjusted Common Stock Price Per Share), in lieu of issuing indebtedness under the Exit Facility, in an amount equal to the aggregate amount of indebtedness under the Exit Facility elected by to be received by the non-Deleveraging Commitment Parties as contemplated above under ““ DIP Facility Claims” (subject to such amount not exceeding the aggregate amount of indebtedness under the Exit Facility otherwise allocated to the Deleveraging Commitment Parties, such amount, the ““ Exit Facility Available Amount”); and  to the extent that, after such reallocation, the Deleveraging Commitment Parties would continue to be allocated indebtedness under the Exit Facility, each Deleveraging Commitment Party would have the option (on a several basis) to have all or a portion of such party’s allocation of indebtedness be substituted for Reorganized Parent Common Stock at a price per share equal to the Undiscounted Price Per Share. The Deleveraging Commitment Parties and the Debtors will enter into an agreement setting forth terms and conditions relating to the transactions described above (the “Deleveraging Backstop Agreement”). Releases by Debtors Subject to ongoing review and approval in all respects by the Review Committee of the Special Committee of the Board of Managers of 24 Hour Holdings II LLC (the “Review Committee”), the Plan shall provide that as of the Effective Date, the Debtors, and each of their respective current and former Affiliates, on behalf of themselves and their respective Estates, including any successor to the Debtors or any Estate representative appointed or selected pursuant to section 1123(b)(3) of the Bankruptcy Code, including the Reorganized Company, shall be deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever released, waived, and discharged the Released Parties from any and all claims, interests, obligations, rights, suits, damages, Causes of Action, remedies, and liabilities whatsoever (including any derivative claims asserted or that may be asserted on behalf of the Debtors and their Estates), whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, based on or relating to, or in any manner arising from, in whole or in part, the Debtors, the Chapter 11 Cases, the DIP Documents, the Restructuring Support Agreement, the Plan (including the Exit Facility Documents and the Plan Supplement), the Disclosure Statement, the Restructuring Transactions, the Rights Offering, the Rights Offering Procedures, the New Debt, the Prepetition Loan Documents, the Senior Notes Documents, the prepetition and postpetition marketing process, the formulation, preparation, dissemination, negotiation of any of the foregoing or any contract, instrument, release, or other agreement or document created or entered into in connection with any of the foregoing, the pursuit of confirmation of the Plan, the solicitation of votes on the Plan, the pursuit of consummation of the Effective Date, the administration and implementation of the Plan, including the issuance or distribution of Securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date related or relating to the foregoing. Notwithstanding anything to the contrary in the foregoing, the releases set forth above shall not be construed as releasing any post-Effective Date obligations of any party or Entity under the Plan, any Restructuring Transaction, or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan, including without limitation, the Rights Offering Procedures, the Exit Facility Documents, and the New Organizational Documents.Exhibit 1

Anti-Dilution Rights. Except for The Trust agrees that if, during the issuance of customarily excluded securitiesStandstill Period (as defined below), the Conversion Ratio shall be subject to adjustment on a broad-based weighted average basis in the event that the Reorganized Parent it issues additional equity securities at a purchase price less than the price implied by the then-current Conversion Ratio and shall be subject to customary adjustments for share splits, share combinations, share dividends, share reclassifications, or similar events. Securities Matters: Except as otherwise provided herein, all shares of Reorganized Parent Participating Preferred Stock and, upon conversion thereof, Reorganized Parent its Common Stock shall be exempt from registration pursuant to section 1145 of the Bankruptcy Code or another applicable exemption from registration. Warrants Warrants to purchase 8% of the Reorganized Parent any third party (other than Common Stock (calculated after issued in connection with the DIP Equity ConversionTrust’s “at the market” controlled equity offering programs, dividend reinvestment and other employee stock purchase plans, equity award or compensation and benefit arrangements such as the DIP Backstop Equity Issuance and the Secured Claims Equity Conversion but before giving effect to dilution from the New Chatham Lodging Trust Equity Incentive Plan or conversionsissued as consideration for a merger, if any, of acquisition or similar non-financing transaction made by the Reorganized Parent Participating Preferred Stock), with a cashless exercise price equal to a total enterprise value that is the aggregate amount of the DIP Loans, the Secured Term Loan Debt, Secured Revolving Loan Debt, and the respective accrued interest thereon (the “Warrants”). The Warrants shall have a five (5) year term. Securities Matters: Warrants and shares of Reorganized Parent Common Stock issuable upon exercise thereof shall be exempt from registration pursuant to section 1145 of the Bankruptcy Code. Deleveraging Transactions Certain holders of DIP Claims Trust (collectively, the “Deleveraging Commitment PartiesSpecified Equity Issuances”)), then the HG Xxxx Xroup will be provided the opportunity to acquire, at the same price at which those shares are issued, enough shares of Common Stock to maintain its percentage share of ownership of the Trust’s Common Stock as calculated immediately prior to such share issuance. The Trust will give written notice to the HG Xxxx Xroup (“Issuance Notice”) willof any such issuance within ten (10) business days following any meeting of the Board at which such issuance is approved. The Issuance Notice will contain the material terms and conditions of the issuance, including:  commit (on a several basisa) the number and description of the securities to be issued and the Reorganized Parent percentage of the Trust’s outstanding Common Stock that such issuance will represent, (b) the Reorganized Parent will be required to issue to proposed issuance date and (c) the Deleveraging Commitment Parties, Reorganized Parent Common Stock, pro rata and on a dollar for dollar basis (calculated on the basis of a proposed purchase price per share equal to of the Adjusted Common Stock Price Per Share), in lieu of issuing indebtedness under the Exit Facility, in an amount equal to the aggregate amount of indebtedness under the Exit Facility elected securities to be received by issued in the non-Deleveraging Commitment Parties as contemplated above under “DIP Facility Claims” (subject to such amount not exceeding the aggregate amount of indebtedness under the Exit Facility otherwise allocated to the Deleveraging Commitment Parties, such amount, the “Exit Facility Available Amount”); and  to the extent that, after such reallocation, the Deleveraging Commitment Parties would continue to be allocated indebtedness under the Exit Facility, each Deleveraging Commitment Party would have the option (on a several basis) to have all or a portion of such party’s allocation of indebtedness be substituted for Reorganized Parent Common Stock at a price per share equal to the Undiscounted Price Per Shareissuance. The Deleveraging Commitment Parties and HG Xxxx Xroup will, for a period of five (5) business days following the Debtors will enter into receipt of an agreement setting forth terms and conditions relating to the transactions described above Issuance Notice (the “Deleveraging Backstop Agreement”). Releases by Debtors Subject to ongoing review and approval in all respects by the Review Committee of the Special Committee of the Board of Managers of 24 Hour Holdings II LLC (the “Review CommitteeElection Period”), have the Plan shall provide that as right to elect to purchase its pro rata portion of the Effective Date, the Debtors, and each of their respective current and former Affiliates, on behalf of themselves and their respective Estates, including any successor Common Stock to the Debtors or any Estate representative appointed or selected pursuant to section 1123(b)(3) of the Bankruptcy Code, including the Reorganized Company, shall be deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever released, waived, and discharged the Released Parties from any and all claims, interests, obligations, rights, suits, damages, Causes of Action, remedies, and liabilities whatsoever (including any derivative claims asserted or that may be asserted on behalf of the Debtors and their Estates), whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, based on or relating to, or in any manner arising from, in whole or in part, the Debtors, the Chapter 11 Cases, the DIP Documents, the Restructuring Support Agreement, the Plan (including the Exit Facility Documents and the Plan Supplement), the Disclosure Statement, the Restructuring Transactions, the Rights Offering, the Rights Offering Procedures, the New Debt, the Prepetition Loan Documents, the Senior Notes Documents, the prepetition and postpetition marketing process, the formulation, preparation, dissemination, negotiation of any of the foregoing or any contract, instrument, release, or other agreement or document created or entered into in connection with any of the foregoing, the pursuit of confirmation of the Plan, the solicitation of votes on the Plan, the pursuit of consummation of the Effective Date, the administration and implementation of the Plan, including the issuance or distribution of Securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date related or relating to the foregoing. Notwithstanding anything to the contrary in the foregoing, the releases set forth above shall not be construed as releasing any post-Effective Date obligations of any party or Entity under the Plan, any Restructuring Transaction, or any document, instrument, or agreement (including those issued at a purchase price set forth in the Plan SupplementIssuance Notice (which purchase price shall not be less favorable than the purchase price offered to any other purchaser of Common Stock sold in connection with such issuance) executed by delivering a written notice to implement the Plan, including without limitationTrust within the Election Period. The closing of any such purchase by the HG Xxxx Xroup will be consummated concurrently with the consummation of the issuance described in the Issuance Notice. For the avoidance of doubt, the Rights Offering ProceduresTrust may proceed with its contemplated issuances so long as the HG Xxxx Xroup is offered the opportunity to be included in the “book-building” for capital-raising equity issuances and the failure of the HG Xxxx Xroup to exercise its election rights or consummate a purchase shall not prevent the Trust from consummating issuances of equity. The Trust further agrees that during the Standstill Period, with respect to its “at the market” controlled equity offering programs, the Exit Facility DocumentsTrust shall, within fifteen (15) days after the end of the applicable quarter, provide the HG Xxxx Xroup with the opportunity to acquire shares of the Trust’s Common Stock, at a price equal to the average share price of all “at the market” sales in the quarter, in sufficient quantity to enable the HG Xxxx Xroup to maintain its percentage share of ownership of the Trust’s Common Stock as calculated immediately prior to such share issuance. For the avoidance of doubt, in no event shall the HG Xxxx Xroup have the right to purchase Common Stock hereunder to the extent such purchase would result in the HG Xxxx Xroup, together with its Affiliates and Associates, obtaining, in the New Organizational Documentsaggregate, Beneficial Ownership of Common Stock in excess of 9.8%.

Anti-Dilution Rights. Except for the issuance of customarily excluded securities, the Conversion Ratio shall be subject to adjustment on a broad-based weighted average basis in the event that the Reorganized Parent issues additional equity securities at a purchase price less than the price implied by the then-current Conversion Ratio and shall be subject to customary adjustments for share splits, share combinations, share dividends, share reclassifications, or similar events. Securities Matters: Except as otherwise provided herein, all shares of Reorganized Parent Participating Preferred Stock and, upon conversion thereof, Reorganized Parent Common Stock shall be exempt from registration pursuant to section 1145 of the Bankruptcy Code or another applicable exemption from registration. Warrants Warrants to purchase 8% of the Reorganized Parent Common Stock (calculated after the DIP Equity Conversion, the DIP Backstop Equity Issuance and the Secured Claims Equity Conversion but before giving effect to dilution from the New Equity Incentive Plan or conversions, if any, of the Reorganized Parent Participating Preferred Stock), with a cashless exercise price equal to a total enterprise value that is the aggregate amount of the DIP Loans, the Secured Term Loan Debt, Secured Revolving Loan Debt, and the respective accrued interest thereon (the “Warrants”). The Warrants shall have a five (5) year term. Securities Matters: Warrants and shares of Reorganized Parent Common Stock issuable upon exercise thereof shall be exempt from registration pursuant to section 1145 of the Bankruptcy Code. Deleveraging Transactions Certain holders of DIP Claims (collectively, the “Deleveraging Commitment Parties”) will:  commit (on a several basis) to the Reorganized Parent that the Reorganized Parent will be required permitted to issue to the Deleveraging Commitment Parties, Reorganized Parent Common Stock, pro rata and on a dollar for dollar basis (calculated on the basis of a price per share equal to the Adjusted Common Stock Price Per Share)basis, in lieu of issuing indebtedness under the Exit Facility, in an amount equal to the aggregate amount of indebtedness under the Exit Facility elected by to be received by the non-non- Deleveraging Commitment Parties as contemplated above under “DIP Facility Claims” (subject to such amount not exceeding the aggregate amount of indebtedness under the Exit Facility otherwise allocated to the Deleveraging Commitment Parties, such amount, the “Exit Facility Available Amount”); and  to the extent that, after such reallocation, the Deleveraging Commitment Parties would continue to be allocated indebtedness under the Exit Facility, each Deleveraging Commitment Party would have the option (on a several basis) to have all or a portion of such party’s allocation of indebtedness be substituted for Reorganized Parent Common Stock at a price per share equal to the Undiscounted Price Per Share. The Deleveraging Commitment Parties and the Debtors will enter into an agreement setting forth terms and conditions relating to the transactions described above (the ““ Deleveraging Backstop Agreement”). Releases by Debtors Subject to ongoing review and approval in all respects by the Review Committee of the Special Committee of the Board of Managers of 24 Hour Holdings II LLC (the “Review Committee”), the Plan shall provide that as of the Effective Date, the Debtors, and each of their respective current and former Affiliates, on behalf of themselves and their respective Estates, including any successor to the Debtors or any Estate representative appointed or selected pursuant to section 6 1123(b)(3) of the Bankruptcy Code, including the Reorganized Company, shall be deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever released, waived, and discharged the Released Parties from any and all claims, interests, obligations, rights, suits, damages, Causes of Action, remedies, and liabilities whatsoever (including any derivative claims asserted or that may be asserted on behalf of the Debtors and their Estates), whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, based on or relating to, or in any manner arising from, in whole or in part, the Debtors, the Chapter 11 Cases, the DIP Documents, the Restructuring Support Agreement, the Plan (including the Exit Facility Documents and the Plan Supplement), the Disclosure Statement, the Restructuring Transactions, the Rights Offering, the Rights Offering Procedures, the New Debt, the Prepetition Loan Documents, the Senior Notes Documents, the prepetition and postpetition marketing process, the formulation, preparation, dissemination, negotiation of any of the foregoing or any contract, instrument, release, or other agreement or document created or entered into in connection with any of the foregoing, the pursuit of confirmation of the Plan, the solicitation of votes on the Plan, the pursuit of consummation of the Effective Date, the administration and implementation of the Plan, including the issuance or distribution of Securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date related or relating to the foregoing. Notwithstanding anything to the contrary in the foregoing, the releases set forth above shall not be construed as releasing any post-Effective Date obligations of any party or Entity under the Plan, any Restructuring Transaction, or any document, instrument, or agreement (including those set forth in the Plan Supplement) executed to implement the Plan, including without limitation, the Rights Offering Procedures, the Exit Facility Documents, and the New Organizational Documents.