Consenting Noteholders Clause Samples
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Consenting Noteholders. Subject to Clause 3.5(b), during the Transaction Period no Consenting Noteholder may enter into a Transfer in connection with its Locked-Up Notes Debt or this Agreement in favour of any person unless the Information Agent has confirmed to the transferor that the transferee:
(a) is a Consenting Noteholder as of the date of the Transfer and the Notes Debt subject to the Transfer will remain Locked-Up Notes Debt; or
(b) has delivered an executed Noteholder Accession Letter to the Information Agent which shall become effective immediately upon receipt by it of Notes, such that it will then immediately become a Consenting Noteholder in accordance with Clause 5.1; and in each case, each of the transferor and the transferee has delivered a duly completed and signed Transfer Certificate to the Information Agent confirming the total principal amount of Locked-Up Notes Debt held by or owed to it as at the date of and reflecting such Transfer. The Information Agent shall provide any confirmation requested pursuant to this paragraph 6.1 promptly.
Consenting Noteholders. The Required Consenting Noteholders may terminate this Agreement by written notice to the other Parties upon the occurrence of any of the following events:
(i) upon a material breach by the Company of its obligations, representations, warranties, undertakings, commitments or covenants hereunder, which breach is not cured within five (5) business days after the giving of written notice by the Required Consenting Noteholders to all other Parties of a description of such breach;
(ii) the occurrence of an event set forth in Section 7(b) hereof (other than Section 7(b)(i));
(iii) the failure of the Company to comply with any Milestone;
(iv) the exercise of any rights or remedies against any material assets or property of the Company as a result of the occurrence of a default or event of default under the ABL Agreement;
(v) the occurrence of an event of default under any DIP financing credit agreement or the termination of the SPN Filing Entities’ consensual use of any cash collateral;
(vi) the occurrence of any event, change, effect, occurrence, development, circumstance, condition, result, state of fact or change of fact (each, an “Event”) that, individually or together with all other Events, has had, or would reasonably be expected to have, a material adverse effect on either the business, operations, finances, properties, condition (financial or otherwise), assets or liabilities of the Company, taken as a whole, or the ability of the Company taken as a whole, to perform their respective obligations under, or to consummate the transactions contemplated by, this Agreement; provided, however, that in no case shall any Event arising from, as a result of, or in connection with (a) the public announcement of this Agreement, the Chapter 11 Plan, or any other Definitive Document, (b) the pursuit or public announcement of the Transaction, (c) the commencement or prosecution of the Chapter 11 Cases, or (d) the pursuit of confirmation or consummation of the Chapter 11 Plan, be taken into account in determining whether there has been, or would reasonably be expected to be, a material adverse effect for purposes of this Agreement;
(vii) if the Company (a) withdraws the Plan, (b) publicly announces their intention not to support the Transaction, or (c) publicly announces or executes a definitive written agreement with respect to an Alternative Transaction;
(viii) if (1) the Company (a) moves to voluntarily dismiss any of the Chapter 11 Cases, (b) moves for conversion of a...
Consenting Noteholders. RIGHT TO TERMINATE AGREEMENT UPON CONDITION SUBSEQUENT. This Agreement, at the option of Consenting Noteholders who are beneficial owners (or record owners) of a majority of principal amount of the Notes, may be terminated, effective at the time written notice of termination is given to the Debtors and each of the Executives if:
(A) The Debtors fail to make the Pre-Petition Cash Distribution;
(B) The Protocol Motion is not approved in its entirety without modification by a Final Order of the Bankruptcy Court within 28 days of the Petition Date;
(C) The Compensation Motion is not approved in its entirety without modification by a Final Order of the Bankruptcy Court within 28 days of the Petition Date; or
(D) The Interim Cash Collateral Order and the Final Cash Collateral Orders are not entered in its entirety without modification by the Bankruptcy Court or the Final Cash Collateral Order does not become a Final Order of the Bankruptcy Court within 28 days of the Petition Date. Provided, that if the Interim Cash Collateral Order and the Final Cash Collateral Orders, or either of them, are not entered in there entirety solely because the Bankruptcy Court fails to grant a priority to Majestic Investor, LLC, there shall be no right to terminate this Agreement based upon such event. Any notice of termination made pursuant to this Section 11.2 must be given so that it is received by the Debtors and each of the Executives not later than 30 days after the Petition Date. The Consenting Noteholders who are beneficial owners (or record owners) of a majority of principal amount of the Notes shall at all times have the right to waive any such condition. The waiver by such Consenting Noteholders of any condition shall not relieve any other party of any liability or obligation with respect to any covenant or agreement set forth in this Agreement.
Consenting Noteholders. Each of the Consenting Noteholders hereby represents and warrants to the Debtors and each of the Executive that the following statements are true, correct and complete as of the date hereof:
Consenting Noteholders. SCHEDULE B1