Commitments with Respect to Chapter 11 Cases. During the Agreement Effective Period, each of the Consenting Sponsors severally, and not jointly, agrees that it shall, for the duration of the Agreement Effective Period: (a) if solicited, timely vote or cause to be voted its Company Claims/Interests to accept the Plan by delivering its duly executed and completed ballot or ballots on a timely basis following the commencement of the solicitation; (b) not change or withdraw (or cause or direct to be changed or withdrawn) any such vote described in clause (a) above or release described in clause (c) below; (c) not opt out of, object to, or otherwise hinder or delay approval of the releases set forth in the Plan with respect to each Released Party, which provisions shall be in the form and substance acceptable to the Consenting Sponsors; (d) if solicited, timely vote (or cause to be voted) its Company Claims/Interests against any Alternative Restructuring Proposal; (e) not directly or indirectly, through any person, seek, solicit, propose, support, assist, engage in negotiations in connection with or participate in the formulation, preparation, filing, or prosecution of any Alternative Restructuring Proposal or object to or take any other action that would reasonably be expected to prevent, interfere with, delay, or impede the solicitation, approval of the Disclosure Statement, or the confirmation and consummation of the Plan and the Restructuring Transactions; and (f) support and take all actions reasonably necessary or reasonably requested by the Company Parties to facilitate the solicitation, approval of the Disclosure Statement, and confirmation and consummation of the Plan within the timeframes contemplated by this Agreement. 6.04.
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Samples: Cyxtera Technologies, Inc.
Commitments with Respect to Chapter 11 Cases. (a) During the Agreement Effective Period, each of Consenting Creditor that is entitled to vote to accept or reject the Consenting Sponsors severally, and not jointly, Plan pursuant to its terms agrees that it shall, for the duration of the Agreement Effective Period: (ai) if solicitedafter having received the Plan and the Disclosure Statement and Solicitation Materials, timely in each case, approved by the Bankruptcy Court, prior to the date by which the Consenting Creditor shall be required to vote or cause to be voted on the Plan, vote each of its Company Claims/Interests to accept the Plan by delivering its duly executed and completed ballot or ballots accepting the Plan on a timely basis following the commencement of the solicitationsolicitation of the Plan; provided, that any such duly executed and completed ballot accepting the Plan shall be void if this Agreement terminates in accordance with Section 13; (bii) not change or withdraw (or cause or direct to be changed or withdrawn) any such vote described in clause (a) above or release described in clause (c) below; (c) not the extent it is permitted to elect whether to opt out ofof the releases set forth in the Plan, object to, or otherwise hinder or delay approval elect not to opt out of the releases set forth in the Plan with respect to each Released Partyby timely delivering its duly executed and completed ballot(s) indicating such election; and (iii) not change, which provisions shall be in the form and substance acceptable to the Consenting Sponsors; (d) if solicitedwithdraw, timely vote amend, or revoke (or cause to be votedchanged, withdrawn, amended, or revoked) any vote or election referred to in clauses (i) and (ii) above. (b) During the Agreement Effective Period, each Consenting Creditor, in respect of each of its Company Claims/Interests against any Alternative Restructuring Proposal; (e) Interests, will support, and will not directly or indirectlyindirectly object to, through any persondelay, seekimpede, solicit, propose, support, assist, engage in negotiations in connection with or participate in the formulation, preparation, filing, or prosecution of any Alternative Restructuring Proposal or object to or take any other action that would reasonably be expected to prevent, interfere with, delay, any motion or impede other pleading or document filed by a Company Party in the solicitation, approval of the Disclosure Statement, or the confirmation and consummation of the Plan and the Restructuring Transactions; and (f) support and take Bankruptcy Court that is consistent in all actions reasonably necessary or reasonably requested by the Company Parties to facilitate the solicitation, approval of the Disclosure Statement, and confirmation and consummation of the Plan within the timeframes contemplated by respects with this Agreement. 6.04.(c) No later than March 15, 2020, the Requisite Backstop Parties shall have agreed to the Governance Term Sheet. 5.03. For the avoidance of doubt, notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall require any Consenting Creditor to take any action or refrain from taking any action that is inconsistent with such Consenting Creditor’s obligations (if any) under either (i) that certain Junior Lien Intercreditor Agreement, dated as of August 2, 2018, between Windstream Services, the other grantors party thereto, JPMorgan Chase Bank, N.A., as First Lien Collateral Agent and First-Priority Collateral Agent, U.S. Bank National Association, as Initial Other First-Priority Collateral Agent, and the Wilmington Trust, National Association as Second-Priority Collateral Agent or (ii) that certain Pari Passu Intercreditor Agreement, dated as of November 6, 2017, between Windstream Services, the other grantors party thereto, JPMorgan Chase Bank, N.A., as the Authorized Representative for the Credit Agreement Secured Parties, and U.S. Bank National Association, as Initial Additional Authorized Representative. 15
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Commitments with Respect to Chapter 11 Cases. (a) During the Agreement Effective Period, each of Consenting Creditor that is entitled to vote to accept or reject the Consenting Sponsors severally, and not jointly, Plan pursuant to its terms agrees that it shall, for the duration of the Agreement Effective Period: (ai) if solicitedafter having received the Plan and the Disclosure Statement and Solicitation Materials, timely in each case, approved by the Bankruptcy Court, prior to the date by which the Consenting Creditor shall be required to vote or cause to be voted on the Plan, vote each of its Company Claims/Interests to accept the Plan by delivering its duly executed and completed ballot or ballots accepting the Plan on a timely basis following the commencement of the solicitationsolicitation of the Plan; provided, that any such duly executed and completed ballot accepting the Plan shall be void if this Agreement terminates in accordance with Section 13; (bii) not change or withdraw (or cause or direct to be changed or withdrawn) any such vote described in clause (a) above or release described in clause (c) below; (c) not the extent it is permitted to elect whether to opt out ofof the releases set forth in the Plan, object to, or otherwise hinder or delay approval elect not to opt out of the releases set forth in the Plan with respect to each Released Partyby timely delivering its duly executed and completed ballot(s) indicating such election; and (iii) not change, which provisions shall be in the form and substance acceptable to the Consenting Sponsors; (d) if solicitedwithdraw, timely vote amend, or revoke (or cause to be votedchanged, withdrawn, amended, or revoked) any vote or election referred to in clauses (i) and (ii) above. (b) During the Agreement Effective Period, each Consenting Creditor, in respect of each of its Company Claims/Interests against any Alternative Restructuring Proposal; (e) Interests, will support, and will not directly or indirectlyindirectly object to, through any persondelay, seekimpede, solicit, propose, support, assist, engage in negotiations in connection with or participate in the formulation, preparation, filing, or prosecution of any Alternative Restructuring Proposal or object to or take any other action that would reasonably be expected to prevent, interfere with, delay, any motion or impede other pleading or document filed by a Company Party in the solicitation, approval of the Disclosure Statement, or the confirmation and consummation of the Plan and the Restructuring Transactions; and (f) support and take Bankruptcy Court that is consistent in all actions reasonably necessary or reasonably requested by the Company Parties to facilitate the solicitation, approval of the Disclosure Statement, and confirmation and consummation of the Plan within the timeframes contemplated by respects with this Agreement. 6.04.(c) No later than March 15, 2020, the Requisite Backstop Parties shall have agreed to the Governance Term Sheet. 5.03. For the avoidance of doubt, notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall require any Consenting Creditor to take any action or refrain from taking any action that is inconsistent with such Consenting Creditor’s obligations (if any) under either (i) that certain Junior Lien Intercreditor Agreement, dated as of August 2, 2018, between Windstream Services, the other grantors party thereto, JPMorgan Chase Bank, N.A., as First Lien Collateral Agent and First-Priority Collateral Agent, U.S. Bank National Association, as Initial Other First-Priority Collateral Agent, and the Wilmington Trust, National Association as Second-Priority Collateral Agent or (ii) that certain Pari Passu Intercreditor Agreement, dated as 14
Appears in 1 contract
Samples: Windstream Services, LLC
Commitments with Respect to Chapter 11 Cases. (a) During the Agreement Effective Period, each of Consenting Creditor that is entitled to vote to accept or reject the Consenting Sponsors severally, and not jointly, Plan pursuant to its terms agrees that it shall, for the duration of the Agreement Effective Period: (ai) if solicitedafter having received the Plan and the Disclosure Statement and Solicitation Materials, timely in each case, approved by the Bankruptcy Court, prior to the date by which the Consenting Creditor shall be required to vote or cause to be voted on the Plan, vote each of its Company Claims/Interests to accept the Plan by delivering its duly executed and completed ballot or ballots accepting the Plan on a timely basis following the commencement of the solicitationsolicitation of the Plan; provided, that any such duly executed and completed ballot accepting the Plan shall be void if this Agreement terminates in accordance with Section 13; (bii) not change or withdraw (or cause or direct to be changed or withdrawn) any such vote described in clause (a) above or release described in clause (c) below; (c) not the extent it is permitted to elect whether to opt out ofof the releases set forth in the Plan, object to, or otherwise hinder or delay approval elect not to opt out of the releases set forth in the Plan with respect to each Released Partyby timely delivering its duly executed and completed ballot(s) indicating such election; and (iii) not change, which provisions shall be in the form and substance acceptable to the Consenting Sponsors; (d) if solicitedwithdraw, timely vote amend, or revoke (or cause to be votedchanged, withdrawn, amended, or revoked) any vote or election referred to in clauses (i) and (ii) above. (b) During the Agreement Effective Period, each Consenting Creditor, in respect of each of its Company Claims/Interests against any Alternative Restructuring Proposal; (e) Interests, will support, and will not directly or indirectlyindirectly object to, through any persondelay, seekimpede, solicit, propose, support, assist, engage in negotiations in connection with or participate in the formulation, preparation, filing, or prosecution of any Alternative Restructuring Proposal or object to or take any other action that would reasonably be expected to prevent, interfere with, delayany motion or other pleading or document filed by a Company Party in the Bankruptcy Court that is consistent in all respects with this Agreement. (c) No later than March 15, 2020, the Requisite Backstop Parties shall have agreed to the Governance Term Sheet. 5.03. For the avoidance of doubt, notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall require any Consenting Creditor to take any action or impede refrain from taking any action that is inconsistent with such Consenting Creditor’s obligations (if any) under either (i) that certain Junior Lien Intercreditor Agreement, dated as of August 2, 2018, between Windstream Services, the solicitationother grantors party thereto, approval JPMorgan Chase Bank, N.A., as First Lien Collateral Agent and First-Priority Collateral Agent, U.S. Bank National Association, as Initial Other First-Priority Collateral Agent, and the Wilmington Trust, National Association as Second-Priority Collateral Agent or (ii) that certain Pari Passu Intercreditor Agreement, dated as of November 6, 2017, between Windstream Services, the Disclosure Statementother grantors party thereto, or JPMorgan Chase Bank, N.A., as the confirmation Authorized Representative for the Credit Agreement Secured Parties, and consummation U.S. Bank National Association, as Initial Additional Authorized Representative. 5.04. Notwithstanding anything herein to the contrary, nothing in this Agreement and neither a vote to accept the Plan by any Consenting Creditor nor the acceptance of the Plan and by any Consenting Creditor shall: (a) be construed to prohibit any Consenting Creditor from contesting whether any matter, fact, or thing is a breach of, or is inconsistent with, this Agreement or the Restructuring Transactions; and (f) support and take all actions reasonably necessary or reasonably requested by the Company Parties to facilitate the solicitation, approval of the Disclosure Statement, and confirmation and consummation of the Plan within the timeframes contemplated by this Agreement. 6.04.15
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