Disclosure Statement and Plan of Reorganization Sample Clauses

Disclosure Statement and Plan of Reorganization. File with the Bankruptcy Court the disclosure statement (with a plan of reorganization attached as an exhibit thereto) for all of the Cases, in each case on terms satisfactory to the Administrative Agent, on or prior to December 31, 2002, and receive approval of the Bankruptcy Court of such disclosure statement a (with a plan of reorganization attached as an exhibit thereto) on or prior to March 15, 2003.
Sample 1See All (5)
AutoNDA by SimpleDocs
Disclosure Statement and Plan of Reorganization. The Debtors shall have filed a disclosure statement, if required, (the "Disclosure Statement") and proposed plan of reorganization in the bankruptcy cases consistent with the terms of this Agreement and the Consulting Agreement, all in form and substance reasonably acceptable to Buyer, on or before 35 days after commencement of the first bankruptcy case.
Sample 1
Disclosure Statement and Plan of Reorganization. The Disclosure Statement and Plan of Reorganization (together with all exhibits and other attachments thereto, as any of the foregoing has been amended, modified or supplemented prior to the date hereof, collectively, the “Plan Documents”) shall not have been amended, modified or supplemented or any of the terms and conditions thereof waived, in each case in a manner materially adverse to the Lenders without the consent of Agent. The Bankruptcy Court shall have entered the Confirmation Order confirming the Plan of Reorganization, and all conditions precedent (other than the effectiveness of the financing contemplated under the Term Loan Credit Agreement and under this Agreement) to the effectiveness of the Plan of Reorganization shall have been satisfied (or waived with the consent of Agent with respect to any waiver that is, in the reasonable judgment of Agent, adverse in any material respect to the rights or interests of the Lenders). No motion, action or proceeding shall be pending against any Credit Party or any of their Subsidiaries by any creditor or other party in interest which materially and adversely affects or may reasonably be expected to materially and adversely affect the Plan of Reorganization or the Loans.
Sample 1
Disclosure Statement and Plan of Reorganization. The Credit Agreement is amended by deleting the current version of Section 6.22 in its entirety and substituting the following in lieu thereof:
Sample 1
Disclosure Statement and Plan of Reorganization. The Disclosure Statement and Plan of Reorganization is true, accurate and complete, is not misleading in any material respect and does not misstate any material information or omit any material information required to make the statements made not misleading. The terms and conditions of the Disclosure Statement and Plan of Reorganization are incorporated here by reference and if there is a conflict between the Disclosure Statement and Plan of Reorganization and this Agreement, the terms and conditions of the Plan of Reorganization shall govern. Exchangors represent that any information provided to Acquiror which shall be included in the Disclosure Statement and Plan of Reorganization is true, accurate and complete, is not misleading in any material respect and does not misstate any material information or omit any material information required to make the statements made not misleading.
Sample 1
Disclosure Statement and Plan of Reorganization. The Debtors shall: (a) deliver to the Lender a draft disclosure statement and plan of reorganization within ninety (90) days after the Petition Date, (b) file a disclosure statement and a plan of reorganization with the Bankruptcy Court, which disclosure statement and plan shall be acceptable to the Lender in all respects in its sole and absolute discretion, within one hundred twenty (120) days after the Petition Date; (c) obtain court approval of a disclosure statement in form and substance acceptable to the Lender in all respects in its sole and absolute discretion within one hundred fifty (150) days after the Petition Date; and (d) confirm a plan acceptable to the Lender in all respects in its sole and absolute discretion within one hundred eighty (180) days after the Petition Date, unless the preceding dates set forth in clauses (a), (b), (c) and (d) of this Section are extended by the Lender in the exercise of its sole and absolute discretion.
Sample 1

Related to Disclosure Statement and Plan of Reorganization

  • Plan of Reorganization (a) If, in any Insolvency Proceeding involving a Grantor, debt obligations of the reorganized debtor secured by Liens upon any property of the reorganized debtor are distributed pursuant to a plan of reorganization or similar dispositive restructuring plan, both on account of First Lien Obligations and on account of Second Lien Obligations, then, to the extent the debt obligations distributed on account of the First Lien Obligations and on account of the Second Lien Obligations are secured by Liens upon the same property, the provisions of this Agreement will survive the distribution of such debt obligations pursuant to such plan and will apply with like effect to the Liens securing such debt obligations.

  • Disclosure Statement A disclosure statement of the Property signed and dated by the Seller;

  • AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is made and entered into as of May 15, 1997, by and between XXXXX BANKCORP, INC. ("TARGET"), a corporation organized and existing under the laws of the State of Georgia, with its principal office located in Ocilla, Georgia, and ABC BANCORP ("PURCHASER"), a corporation organized and existing under the laws of the State of Georgia, with its principal office located in Moultrie, Georgia. PREAMBLE -------- Certain terms used in this Agreement are defined in Section 10.1 hereof. The Boards of Directors of TARGET and PURCHASER are of the opinion that the transactions described herein are in the best interests of TARGET and PURCHASER and their respective shareholders. This Agreement provides for the combination of TARGET with PURCHASER pursuant to the merger of TARGET with and into PURCHASER, as a result of which the outstanding shares of the capital stock of TARGET shall be converted into the right to receive shares of common stock of PURCHASER (except as provided herein), and the shareholders of TARGET shall become shareholders of PURCHASER (except as provided herein). The transactions described in this Agreement are subject to the approvals of the shareholders of TARGET, the Board of Governors of the Federal Reserve System, the Georgia Department of Banking and Finance and the satisfaction of certain other conditions described in this Agreement. It is the intention of the parties to this Agreement that the Merger for federal income tax purposes shall qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code. Simultaneous with the Closing of the Merger, The Bank of Ocilla, a wholly- owned Georgia state bank subsidiary of TARGET, will be merged with and into The Citizens Bank of Tifton ("Citizens Bank"), a wholly-owned Georgia state bank subsidiary of PURCHASER, and will thereafter be operated as a branch of Citizens Bank.

  • Risk Disclosure Statement Counterparty represents and warrants that it has received, read and understands the OTC Options Risk Disclosure Statement provided by Dealer and a copy of the most recent disclosure pamphlet prepared by The Options Clearing Corporation entitled “Characteristics and Risks of Standardized Options”.

  • Amendment of Bidding Documents 10.1 Before the deadline for submission of bids, the Employer may modify the bidding documents by issuing addenda.

  • Bankruptcy Court Approval (a) As soon as practicable, but in any event within four business days following the execution of this Agreement, the Sellers shall file a motion in form and substance reasonably satisfactory to the Purchaser (the "Motion") under Sections 105, 363 and 1146(c) of the Bankruptcy Code seeking entry of an order (the "Bankruptcy Court Approval") approving this Agreement and the transactions contemplated hereby and containing the provisions set forth in (i) through (xi) below. The Bankruptcy Court Approval, substantially in the form of which is attached hereto as Exhibit B, shall, among other things: (i) grant the relief requested in the Motion; (ii) ratify and approve the execution and delivery of this Agreement by the Sellers and the Trustee on behalf of the Sellers and authorize the Sellers' performance hereunder and to authorize them to execute and deliver any additional documents and instruments requested by the Purchaser and to perform thereunder in order to carry out the provisions of and transactions contemplated by this Agreement; (iii) authorize and direct the Sellers to sell the Target Securities held by them, pursuant to the terms and conditions herein, to the Purchaser, free and clear of all and any Liens, liabilities and Claims of every kind or nature; (iv) authorize and direct the Trustee on behalf of the Sellers to vote the Target Securities in accordance with the provisions of Section 5.4; (v) determine that the Purchaser is a good faith purchaser pursuant to Section 363(m) of the Bankruptcy Code; (vi) determine that the Purchaser is not deemed to have, de facto or otherwise, merged with or into the Sellers or to be a mere continuation of the Sellers; (vii) determine that the Purchase Price is a fair and reasonable price for the Target Securities held by the Sellers; (viii) confirm the adequacy of notice to all creditors and parties in interest; (ix) provide for the retention of jurisdiction in the Bankruptcy Court over matters relating to the transactions contemplated in this Agreement as they relate to the Sellers; (x) exempt the transactions contemplated hereby from transfer taxes pursuant to Section 1146(c) of the Bankruptcy Code; and (xi) declare that neither the Company nor any Subsidiary of the Company nor any of their respective assets or properties is directly or indirectly liable for or subject to any Claim that has been or may be asserted against the Sellers or any of them, the Consolidated Estate, or any affiliate (other than the Company or its Subsidiaries) of the Sellers or of the Company or its Subsidiaries to the extent that such Claim is based in whole or in part upon (i) actions (or inactions) of or by the Sellers, the Consolidated Estate, any of their affiliates or any Person acting in concert with them (other than the Company or its Subsidiaries) or (ii) the fact that the Company or any of its Subsidiaries were at any time affiliates of the Sellers or any of them, including, without limitation, (A) claims that have been scheduled in the Bankruptcy Case, (B) claims evidenced by proofs of claim filed in the Bankruptcy Case, (C) claims relating to Taxes, (D) claims under ERISA, and (E) Environmental Claims, and enjoin any and all holders of any such claim from asserting, prosecuting or otherwise pursuing any such claim against the Company or any of its Subsidiaries or any of their respective assets or properties; provided, that if the Bankruptcy Court will not grant such declaration and injunction for all or any of the matters enumerated in subparagraphs (A) through (E) above, the Sellers and the Consolidated Estate shall and hereby do (in the event that such injunction and declaration is not granted and subject to the approval of the Bankruptcy Court without any stay thereof being in force), jointly and severally, indemnify Parent, the Purchaser and their successors, permitted assigns and affiliates, and their respective officers, directors, employees, agents, representatives and affiliates (collectively, the "Purchaser Indemnified Parties") from and against and shall reimburse the same for and in respect of any and all losses, costs, fines, liabilities, claims, penalties, damages (other than consequential damages) and expenses (including all legal fees and expenses) of any nature or kind, known or unknown, fixed, accrued, absolute or contingent, liquidated or unliquidated (collectively "Losses") which may be suffered, sustained or incurred by, or claimed or assessed against, any of them or to which any of them may be subject, in connection with any and all Claims, suits or Losses which arise from or are related to the matters set forth above but not so covered by such declaration and injunction; provided, however, that any claims for indemnification under this Section 5.5(a) that are not asserted against the Sellers and the Consolidated Estate by the Purchaser Indemnified Parties on or before substantial consummation of any Chapter 11 plan for the Sellers shall be forever barred and discharged. The Sellers shall promptly notify the Purchaser of any action taken by the Bankruptcy Court with respect to the approval required hereunder.

  • Plan of Merger This Agreement shall constitute an agreement of merger for purposes of the DGCL.

  • Amendments to the Merger Agreement The Merger Agreement is hereby amended as follows:

  • Amendments to Merger Agreement The Merger Agreement is hereby amended as follows:

  • Complete Agreement; Amendments This Amendment and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements with respect to such subject matter. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Amendment and the Loan Documents merge into this Amendment and the Loan Documents.

Time is Money Join Law Insider Premium to draft better contracts faster.