Common use of Commitments of the Company Clause in Contracts

Commitments of the Company. (a) During the Effective Period, the Company shall: (i) use commercially reasonable efforts in good faith to obtain orders of the Bankruptcy Court in respect of the Restructuring Transactions, including, but not limited to, obtaining entry of the PSA Approval Order, the BCA Approval Order, the Rights Offering Procedures Order, the Disclosure Statement Order and the Confirmation Order; (ii) support and take all steps reasonably necessary or desirable to consummate the Restructuring Transactions in accordance with this Agreement, including the preparation and filing within the time-frame provided in this Agreement of the Plan Transaction Documents, effectuating the Rights Offering Procedures and obtaining the Exit Financing Commitments; (iii) execute and deliver any other required agreements to effectuate and consummate the Restructuring Transactions; (iv) obtain any and all required regulatory and/or third-party approvals necessary for the consummation of the Restructuring Transactions; (v) effectuate the Restructuring Transactions within the time-frame provided in this Agreement; and (vi) not object to, delay, impede, or take any other action that is materially inconsistent with, or is intended or is likely to interfere in a material way with acceptance or implementation of the Restructuring Transactions. (b) The Company represents and warrants to the Consenting Creditors that, other than the joint venture transaction in China to which the Company is a party and the sale of certain interests in Tudor India Ltd., there are no pending agreements (oral or written) or understandings with respect to any plan of reorganization or liquidation, proposal, offer, dissolution, winding up, liquidation, reorganization, recapitalization, merger, consolidation, business combination, joint venture, partnership, or restructuring. If the Company makes or receives a written proposal or expression of interest regarding any plan of reorganization or liquidation, proposal, offer, dissolution, winding up, liquidation, reorganization, recapitalization, merger, consolidation, business combination, joint venture, partnership, or restructuring involving the Company, or any of its assets, properties or businesses (other than the Plan or a Sale (as defined below)) (in each case, an “Alternative Transaction”), the Company shall promptly notify counsel to the Unofficial Noteholder Committee of the terms of any such proposal made by the Company and of the receipt of any such proposal or expression of interest relating to an Alternative Transaction, with such notice to include the material terms thereof, including (unless prohibited by a separate agreement) the identity of the person or group of persons involved. Unless prohibited by the terms of the Alternative Transaction or a separate agreement, the Company shall promptly furnish counsel to the Unofficial Noteholder Committee with copies of any written offer or other information that it makes or receives relating to an Alternative Transaction and shall keep counsel to the Unofficial Noteholder Committee reasonably informed of any material changes to such Alternative Transaction. To the extent prohibited by the terms of an Alternative Transaction or separate agreement from disclosing the terms thereof to the Unofficial Noteholder Committee, the Company will use reasonable efforts to obtain the consent of the party proposing an Alternative Transaction to provide counsel to the Unofficial Noteholder Committee (under a reasonably acceptable confidentiality agreement) the information contemplated under this Section 4.02(b) of this Agreement. To the extent the Company receives an Alternative Transaction and the Consenting Creditors subsequently propose modifications to the terms of the Restructuring Transactions contemplated hereby, the Company shall be permitted to fully inform counsel to any parties providing an Alternative Transaction of any material changes to the Restructuring Transactions. (c) Notwithstanding subsections (a) and (b) of this Section 4.02 of this Agreement, during the Effective Period the Company will diligently pursue a sale of substantially all, or a portion of, its assets, properties, businesses or equity interests (such sale and the process related thereto, a “Sale”). The Company will provide periodic updates concerning such Sale to the Consenting Creditors at times mutually agreed upon by the Company and the Required Consenting Creditors; provided, however, for the avoidance of doubt, Section 4.02(b) of this Agreement governs the Company’s obligations with respect to sharing information regarding an Alternative Transaction. (d) Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall require the Company, or any director, manager or officer of the Company, in such person’s capacity as a director, manager or officer of the Company, to take any action, or to refrain from taking any action that is reasonably determined, after consulting with counsel, to be inconsistent with the Company’s or such director’s, manager’s or officer’s fiduciary obligations under applicable law.