Common use of General Unsecured Claims Clause in Contracts

General Unsecured Claims. Allowed General Unsecured Claims will receive treatment consistent with the provisions of the Bankruptcy Code; provided that trade claims of up to $3 million may be unimpaired. Intercompany Claims Intercompany claims shall be reinstated, compromised, or cancelled, at the option of the relevant holder of such claims with the reasonable consent of the Ad Hoc Noteholders. Preferred Equity If Plan is accepted by the classes of General Unsecured Claims and Preferred Equity and subject to all other restructuring terms being agreed to in a manner acceptable to the Company and the Senior Note Backstop Parties, holders of Preferred Equity will receive their pro rata share of (a) 3% of the New Equity Interests (subject to dilution by the Senior Note Rights Offering, 2L Investment, Management Incentive Plan, and the Backstop Fee) and (b) 3-year warrants for 3% of the New Equity Interests exercisable at a TEV to be calculated based on actual net debt, plus Allowed General Unsecured Claims (including rejection damage claims) and administrative expense claims, each as determined as of the Plan Effective Date without giving effect to the Senior Note Right Offering, the Senior Note Backstop, or the 2L Investment. Common Equity If Plan is accepted by the classes of General Unsecured Claims, Preferred Equity, and Common Equity and subject to all other restructuring terms being agreed to in a manner acceptable to the Company and the Senior Note Backstop Parties, holders of Common Equity will receive their pro rata share of 3-year warrants for 3% of the New Equity Interests exercisable at a TEV to be calculated based on actual net debt, plus Allowed General Unsecured Claims (including rejection damage claims), administrative expense claims, and the liquidation preference of the Preferred Equity, each as determined as of the Plan Effective Date without giving effect to the Senior Note Right Offering, the Senior Note Backstop, or the 2L Investment. EXECUTION VERSION

Appears in 1 contract

Samples: Plan Supplement Documents (Vanguard Natural Resources, LLC)

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General Unsecured Claims. Allowed General Unsecured Claims will receive treatment consistent with the provisions of the Bankruptcy Code; provided that trade claims of up to $3 million may be unimpaired. Intercompany unimpaired.other than Encana Claims Intercompany claims shall be reinstated, compromised, may elect to either (i) participate in the general unsecured claim cash pool (the “GUC Cash Pool”) or cancelled, at the option (ii) receive (x) their pro rata share of the relevant holder general unsecured creditor equity pool (the “GUC Equity Pool”) and (y) for certain holders of such claims with the reasonable consent of the Ad Hoc Noteholders. Preferred Equity If Plan is accepted by the classes of Allowed General Unsecured Claims and Preferred Equity and subject (the “GUC Eligible Holders”), the opportunity to all other restructuring terms being agreed to participate in a manner acceptable to rights offering (the Company “GUC Rights Offering”). The GUC Cash Pool will consist of $3.75 million in cash, and the Senior Note Backstop Parties, holders of Preferred Equity Allowed General Unsecured Claims that elect to participate in the GUC Cash Pool will receive cash equal to 12% of the amount of their Allowed General Unsecured Claim upon the Allowance of such Claim; provided, however, that if the GUC Cash Pool has been exhausted, Holders of Allowed General Unsecured Claims will no longer be able to elect to participate in the GUC Cash Pool, and all such Holders will receive their pro rata share of (a) 3% the GUC Equity Pool and, for such Holders that are also GUC Eligible Holders, the opportunity to participate in the GUC Rights Offering. The GUC Equity Pool will consist of the a number of New Equity Interests (subject to dilution by (a) the Senior Note Rights OfferingWarrant Equity, 2L Investment, (b) the Management Incentive Plan, and (c) the Backstop Fee) GUC Rights Offering, and (bd) 3-year warrants for 3New Equity Interests issued to Encana) equal to (x) 0.00000000000000% multiplied by (y) the total amount of Allowed General Unsecured Claims multiplied by (z) the number of New Equity Interests as of the Effective Date; provided that in no event shall the GUC Equity Pool exceed 0.22% of the New Equity Interests exercisable at a TEV to be calculated based on actual net debt, plus Allowed General Unsecured Claims (including rejection damage claims) and administrative expense claims, each as determined as of the Plan Effective Date without giving effect to the Senior Note Right Offering, the Senior Note Backstop, or the 2L Investment. Common Equity If Plan is accepted by the classes of General Unsecured Claims, Preferred Equity, and Common Equity and subject to all other restructuring terms being agreed to in a manner acceptable to the Company and the Senior Note Backstop Parties, holders of Common Equity will receive their pro rata share of 3-year warrants for 3% of the New Equity Interests exercisable at a TEV to be calculated based on actual net debt, plus Allowed General Unsecured Claims (including rejection damage claims), administrative expense claims, and the liquidation preference of the Preferred Equity, each as determined as of the Plan Effective Date without giving effect to the Senior Note Right Offering, the Senior Note Backstop, or the 2L Investment. EXECUTION VERSIONDate.

Appears in 1 contract

Samples: cases.primeclerk.com

General Unsecured Claims. Each Holder of an Allowed General Unsecured Claim shall receive its pro rata share of: • 100% of the NewCo Common Stock; • 100% of the Class A Trust Units; and • Cash sufficient to satisfy the Senior Note Trustee Expenses, to the extent not otherwise paid by the Debtor. provided that the Plan will provide Holders of Allowed General Unsecured Claims will receive treatment consistent with the provisions ability to elect to receive cash in lieu of the Bankruptcy Code; provided that trade claims foregoing distributions in an amount and on terms to be agreed to by the Debtor, the Creditors’ Committee, and the Required Ad Hoc Senior Noteholder Parties (the “GUC Cash-Out”). Impaired / Entitled to Vote Class 4 Subordinated Note Claims Each Holder of up an Allowed Subordinated Note Claim shall receive (i) its pro rata share of 100% of the Class B Trust Units and (ii) cash sufficient to $3 million may satisfy the Subordinated Note Trustee Expenses, to the extent not otherwise paid by the Debtor. Impaired / Entitled to Vote Class 5 Preferred Equity Interests Each Holder of an Allowed Preferred Equity Interest shall receive its pro rata share of 100% of the Class C Trust Units. Impaired / Entitled to Vote Class 6 Common Equity Interests All Common Equity Interests shall be unimpairedcancelled, released, discharged, and extinguished and will be of no further force or effect, and Holders of such Interests shall not receive or retain any distribution, property, or other value on account of such Interests. Impaired / Deemed to Reject Class 7 Section 510(b) Claims All Section 510(b) Claims shall be cancelled, released, discharged, and extinguished and will be of no further force or effect, and Holders of Section 510(b) Claims shall not receive or retain any distribution, property, or other value on account of such Section 510(b) Claims. Impaired / Deemed to Reject Class 8 Intercompany Claims / Intercompany claims Interests Each Intercompany Claim and Intercompany Interest shall be (a) cancelled, released, and discharged, (b) reinstated, compromised(c) converted to equity, or cancelled(d) otherwise set off, settled, or distributed, in each case at the option of the relevant holder of such claims Debtor with the reasonable consent of the Required Ad Hoc Noteholders. Preferred Equity If Plan is accepted by the classes of General Unsecured Claims and Preferred Equity and subject to all other restructuring terms being agreed to in a manner acceptable to the Company Senior Noteholder Parties and the Senior Note Backstop Parties, holders of Preferred Equity will receive their pro rata share of (a) 3% of the New Equity Interests (subject Creditors’ Committee. Unimpaired / Deemed to dilution by the Senior Note Rights Offering, 2L Investment, Management Incentive Plan, and the Backstop Fee) and (b) 3-year warrants for 3% of the New Equity Interests exercisable at a TEV to be calculated based on actual net debt, plus Allowed General Unsecured Claims (including rejection damage claims) and administrative expense claims, each as determined as of the Plan Effective Date without giving effect to the Senior Note Right Offering, the Senior Note BackstopAccept, or the 2L Investment. Common Equity If Plan is accepted by the classes of General Unsecured ClaimsImpaired / Deemed to Reject, Preferred Equity, and Common Equity and subject to all other restructuring terms being agreed to in a manner acceptable to the Company and the Senior Note Backstop Parties, holders of Common Equity will receive their pro rata share of 3-year warrants for 3% of the New Equity Interests exercisable at a TEV to be calculated based on actual net debt, plus Allowed General Unsecured Claims (including rejection damage claims), administrative expense claims, and the liquidation preference of the Preferred Equity, each as determined as of the Plan Effective Date without giving effect to the Senior Note Right Offering, the Senior Note Backstop, or the 2L Investment. EXECUTION VERSIONApplicable

Appears in 1 contract

Samples: Restructuring Support Agreement (SVB Financial Group)

General Unsecured Claims. (Impaired – Entitled to Vote) In the event of an Acceptable Plan, except to the extent a holder of an Allowed General Unsecured Claims will receive treatment consistent with Claim agrees to less favorable treatment, on the provisions Effective Date, in full and final satisfaction and settlement and in exchange of the Bankruptcy Code; provided that trade claims of up to $3 million may be unimpaired. Intercompany Claims Intercompany claims shall be reinstatedsuch Claim, compromised, or cancelled, at the option of the relevant each holder of such claims with the reasonable consent of the Ad Hoc Noteholders. Preferred Equity If Plan is accepted by the classes of an Allowed General Unsecured Claims and Preferred Equity and subject to all other restructuring terms being agreed to in Claim shall receive, either: i. In the event of a manner acceptable to the Company and the Senior Note Backstop PartiesWholeCo Sale Transaction, holders of Preferred Equity will receive their its pro rata share of (ai) 3the Net Proceeds of the WholeCo Sale Transaction, if any, after deducting for the amount required to satisfy in full all Allowed DIP Claims, Allowed Administrative Expense Claims, Allowed Priority Tax Claims, Allowed Other Priority Claims, Allowed First Lien Claims, and Allowed Other Secured Claims, (ii) either, (x) the net cash proceeds or (y) distribution, of the MSP Recovery Class A Stock outstanding as of the Petition Date1, and (iii) the recovery, if any, on account of the Litigation Trust Causes of Action (defined below) assigned or otherwise transferred to the Post-Confirmation Litigation Trust (defined below); or ii. In the event of a Stand-Alone Restructuring Plan, its pro rata share of (i) warrants to purchase, after giving effect to the Restructuring, 5% of the New total outstanding Reorganized Equity Interests (subject to dilution by the Senior Note Rights OfferingParticipation Fee, 2L Investment, Management Incentive Planany Plan Sponsor Equity Share, and the Backstop FeeMIP) exercisable for a 5-year period commencing on the Effective Date which shall be struck at par plus accrued value of the First Lien Claims and have no Black-Scholes protection (the “GUC Warrants”), (ii) either, (x) the net cash proceeds or (y) distribution, of the MSP Recovery Class A Stock outstanding as of the Petition Date, and (biii) 3-year warrants for 3% the recovery, if any, on account of the New Equity Interests exercisable at a TEV Litigation Trust Causes of Action assigned or otherwise transferred to be calculated based on actual net debtthe Post-Confirmation Litigation Trust. Except as otherwise agreed to with the consent of the Requisite Consenting Creditors, plus Allowed the Debtors shall use commercially reasonable efforts to seek to have any General Unsecured Claims (including rejection damage claims) of former directors and administrative expense claims, each as determined as officers or any affiliate or related entity of any of the Plan Effective Date without giving effect foregoing will be waived, extinguished, subordinated, recharacterized, and/or objected to (as applicable) by the Debtors. For the avoidance of doubt, any claims arising under or relating to the Senior Note Right Offering, the Senior Note Backstop, or the 2L Investment. Common Equity If Plan is accepted by the classes of Total Health Agreement shall be classified as General Unsecured Claims, Preferred Equity, and Common Equity and subject to all other restructuring terms being agreed to in a manner acceptable to the Company and the Senior Note Backstop Parties, holders of Common Equity will receive their pro rata share of 3-year warrants for 3% of the New Equity Interests exercisable at a TEV to be calculated based on actual net debt, plus Allowed General Unsecured Claims (including rejection damage claims), administrative expense claims, and the liquidation preference of the Preferred Equity, each as determined as of the Plan Effective Date without giving effect to the Senior Note Right Offering, the Senior Note Backstop, or the 2L Investment. EXECUTION VERSION.

Appears in 1 contract

Samples: Restructuring Support Agreement (Cano Health, Inc.)

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General Unsecured Claims. Except to the extent that a Holder of an Allowed General Unsecured Claims will receive treatment consistent with the provisions of the Bankruptcy Code; provided that trade claims of up to $3 million may be unimpaired. Intercompany Claims Intercompany claims shall be reinstated, compromised, or cancelled, at the option of the relevant holder of such claims with the reasonable consent of the Ad Hoc Noteholders. Preferred Equity If Plan is accepted by the classes of General Unsecured Claims and Preferred Equity and subject to all other restructuring terms being agreed to in a manner acceptable to the Company Claim and the Senior Note Backstop Parties, holders of Preferred Equity will receive their pro rata share of (a) 3% of the New Equity Interests (subject to dilution by the Senior Note Rights Offering, 2L Investment, Management Incentive Plan, and the Backstop Fee) and (b) 3-year warrants for 3% of the New Equity Interests exercisable at a TEV to be calculated based on actual net debt, plus Debtor against which such Allowed General Unsecured Claims (including rejection damage claims) and administrative expense claimsClaim is asserted agree to less favorable treatment for such Holder, in full satisfaction of each Allowed General Unsecured Claim against the Debtors, each Holder thereof shall receive (i) payment in cash in an amount equal to such Allowed General Unsecured Claim in the ordinary course of business in accordance with the terms and conditions of the particular transaction giving rise to such Claim, or (ii) such other treatment so as determined to render such Claim Unimpaired. Unimpaired; deemed to accept Intercompany Claims No property will be distributed to the Holders of allowed Intercompany Claims. Unless otherwise provided for under the Plan, each Intercompany Claim will either be Reinstated or canceled and released. Unimpaired or Impaired; deemed to accept or deemed to reject Intercompany Interests Intercompany Interests will receive no recovery or distribution and be Reinstated solely to the extent necessary to maintain the Debtors’ corporate structure. Unimpaired or Impaired; deemed to accept of deemed to reject Subordinated Claims All Subordinated Claims, if any, shall be discharged, cancelled, released, and extinguished as of the Plan Effective Date without giving effect to the Senior Note Right Offering, the Senior Note Backstop, or the 2L Investment. Common Equity If Plan is accepted by the classes of General Unsecured Claims, Preferred EquityDate, and Common Equity will be of no further force or effect, and subject Holders of Allowed Subordinated Claims will not receive any distribution on account of such Allowed Subordinated Claims. Impaired; deemed to all other restructuring terms being agreed to in a manner acceptable to the Company and the Senior Note Backstop Parties, holders of Common Equity will receive their pro rata share of 3-year warrants for 3% of the New reject Existing Equity Interests exercisable at a TEV to All Existing Equity Interests will be calculated based on actual net debtcancelled, plus Allowed General Unsecured Claims (including rejection damage claims), administrative expense claimsreleased, and the liquidation preference of the Preferred Equity, each as determined extinguished as of the Plan Effective Date without giving effect Date, and Holders of Existing Equity Interests shall not receive or retain any property under the Plan on account of such Existing Equity Interests. Notwithstanding the foregoing, each Holder of Existing Equity Interests that consents to the Senior Note Right OfferingHolder Releases will receive, from amounts that Holders of Loan Claims would otherwise be entitled to receive under the Plan, its pro rata share of 100% of the New Warrants, subject to the distribution considerations set forth below. For the avoidance of doubt, the Senior Note BackstopHolders of Loan Claims shall, with immediate effect upon entering the RSA, relinquish all right to and/or claim in or to receive the 2L Investmentnew Warrants when issued under the Plan. EXECUTION VERSIONThe New Warrants will be issued at a ratio of approximately one (1) New Warrant for each 20,000 shares of common stock (or equivalent) of the Existing Equity Interests or such other ratio as determined by the Company (in consultation with the Required Consenting New Incremental Lenders and the Required Consenting First Lien Lenders) to ensure that the Reorganized Debtors do not become subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, with no fractional New Warrants issued or distributed. When any distribution would otherwise result in the issuance of a number of New Warrants that is not a whole number, the New Warrants subject to such distribution shall be rounded down to the next lower whole number, and cash consideration equivalent to the value of such fractional entitlement to the New Warrants, calculated in good faith by the Company, will be provided in lieu thereof. The Reorganized Debtors shall not have any obligation to make a distribution that is less than one (1) New Warrant or $50.00 in cash. Fractional New Warrants that are not distributed in accordance with the foregoing shall be returned to, and ownership thereof shall vest in, the Reorganized Debtors. Impaired; deemed to reject

Appears in 1 contract

Samples: Restructuring Support Agreement (Internap Corp)

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