Commitment Premium. The Debtors shall have paid (or such amounts shall be paid concurrently with the Closing) to each Commitment Party the applicable Commitment Premium as set forth in Section 3.2.
Commitment Premium. All premiums and other amounts, including the Commitment Premium, required to be paid by the Company and/or the Debtors, as applicable, to the Commitment Parties as of the Closing Date shall have been so paid (or shall be paid concurrently with the Closing).
Commitment Premium. The reorganized Debtor shall have paid (or such amounts shall be paid concurrently with the Closing) to each Commitment Party the applicable Commitment Premium as set forth in Section 3.2, Section 2.3(b) and Section 9.5(c).
Commitment Premium. The Company shall pay the Purchaser a one-time commitment premium (the “Commitment Premium”) equal to 12.5% of any principal amount actually drawn under the Commitment in excess of $250,000,000; provided, that, in no event shall the Commitment Premium exceed $6.25 million at any time. The Commitment Premium shall be paid solely in the form of additional Notes under the Indenture based on the applicable principal amount exceeding $250,000,000 on the applicable Closing Date relating to a Draw Notice if, after giving effect to such Draw Notice, more than $250,000,000 of Notes are issued and outstanding pursuant to the Commitment.
Commitment Premium. (i) On the basis of the representations and warranties herein contained, on the Effective Date the Company shall pay to the Non-Defaulting Backstop Purchasers an aggregate amount equal to $12,425,000 (the “Commitment Premium”) to compensate the Backstop Purchasers for this equity commitment and the related costs (including the opportunity costs) incurred hereby, subject to the entry of the Approval Order. The Commitment Premium shall be paid in U.S. dollars, by wire transfer of immediately available funds to the accounts specified by the Backstop Purchasers to the Company (such accounts to be provided no less than two Business Days prior to the date of such payment), provided, however, that no Commitment Premium will be payable to a Backstop Purchaser that is in material breach of its obligations under this Agreement, including a Defaulting Backstop Purchaser. The Commitment Premium shall be allocated among and paid to each Non-Defaulting Backstop Purchaser in accordance with its Commitment Percentage (as such Commitment Percentage may have been adjusted or reallocated pursuant to this Agreement). The Commitment Premium will be nonrefundable when paid.
Commitment Premium. The Chaparral Parties shall have paid (or such amounts shall be paid concurrently with the Closing) to each Commitment Party the applicable Commitment Premium as set forth in Section 3.2.
Commitment Premium. The Company (or the other Debtors) shall have paid (or such amounts shall be paid concurrently with the Plan Effective Date) to each Commitment Party the applicable Commitment Premium.
Commitment Premium. The Debtors will pay the Commitment Premium by issuing the DIP Premium Equity (as defined below) to the DIP Commitment Parties. (3)
Commitment Premium. The amount to be paid as consideration to the Financing Parties on the Effective Date, pursuant to the terms and conditions set forth in this Plan and the Backstop Agreement, shall be a nonrefundable aggregate premium equal to 9% of the aggregate amount of Exit Notes (the “Commitment Premium”), payable in kind in the form of additional Exit Notes (the “Commitment Premium Exit Notes”); provided, that if an Alternative Restructuring occurs, the Commitment Premium shall be payable in Cash pursuant to (and in accordance with) the Backstop Agreement. Notwithstanding the foregoing, the Commitment Premium shall not be payable under the Backstop Agreement to the extent the Backstop Agreement is terminated by the Requisite Financing Parties as a result of the Requisite Financing Parties or the Requisite Consenting Stakeholders making a determination that (a) the PCbtH Contracts were not renegotiated on terms reasonably acceptable to such parties or (b) this Plan does not provide for alternative treatment of the PCbtH Contracts on terms reasonably acceptable to such parties, including any termination of the Backstop Agreement based on or arising from the termination of the Plan Support Agreement, the Commitment Letter (as defined in the Plan Support Agreement), or the failure to occur of the Effective Date under the Plan on or before the Outside Date (as defined in the Backstop Agreement), in each case on account of such determination. No Rights Offerings Shares shall be issued on account of the Commitment Premium Exit Notes. To the extent not previously assumed pursuant to an Order of the Bankruptcy Court, the Backstop Agreement shall be assumed pursuant to the Confirmation Order.
Commitment Premium. Section 3.1 The Commitment Premium Payable by the Credit Parties 17 Section 3.2 Payment of the Commitment Premium 18 Section 3.3 Tax Treatment 18 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE CREDIT PARTIES Section 4.1 Offering Memorandum 19 Section 4.2 Organization, Qualification, and Ownership 19 Section 4.3 Corporate Power and Authority 22 Section 4.4 Execution and Delivery; Enforceability 22 Section 4.5 Legal Proceedings 24 Section 4.6 Material Contracts 24 Section 4.7 No Violation 24 Section 4.8 No Conflict 25 Section 4.9 Financial Auditor 25 Section 4.10 Financial Statements 25 Section 4.11 No Subsequent Changes 25 TABLE OF CONTENTS Page Section 4.12 Tax Matters 26 Section 4.13 Investment Company Act 26 Section 4.14 Title to Real and Personal Property and Assets; Quality of Assets and Properties 26 Section 4.15 Permits 26 Section 4.16 Accounting Controls 27 Section 4.17 Disclosure Controls and Procedures 27 Section 4.18 Environmental Laws 27 Section 4.19 Insurance 28 Section 4.20 ERISA 28 Section 4.21 Compliance with Sanctions Laws 28 Section 4.22 Solvency of the Credit Parties 29 Section 4.23 No Distribution of Offering Material 29 Section 4.24 No Solicitation 29 Section 4.25 No Direct Selling Efforts 29 Section 4.26 No Stabilization 29 Section 4.27 Reserve Regulations 30 Section 4.28 No Broker Fees 30 Section 4.29 Arm’s-Length Dealing 30 Section 4.30 Security Documents 30 Section 4.31 No Registration Rights 30 Section 4.32 Labor Relations 31 Section 4.33 Intellectual Property 31 Section 4.34 SEC Documents 31 Section 4.35 No Undisclosed Relationships; No Undisclosed Material Liabilities 31 ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE BACKSTOP PARTIES Section 5.1 Incorporation; Organization 32 Section 5.2 Corporate Power and Authority 32 Section 5.3 Execution and Delivery 32 Section 5.4 No Registration 32 Section 5.5 Purchasing Intent 33 Section 5.6 Sophistication; Evaluation 33 Section 5.7 Ownership 33 Section 5.8 No Conflict 34 Section 5.9 Consents and Approvals 34 Section 5.10 No Broker’s Fees 34 Section 5.11 Legal Proceedings 34 Section 5.12 Sufficiency of Funds 34 TABLE OF CONTENTS Page ARTICLE VI ADDITIONAL COVENANTS Section 6.1 Commercially Reasonable Efforts 34 Section 6.2 No Integration; No General Solicitation 35 Section 6.3 Incurrence of Additional Debt Obligations 35 Section 6.4 DTC Eligibility 35 Section 6.5 Use of Proceeds 35 Section 6.6 New 1.5 Lien Notes Legend 35 ARTICLE VII
