Global Settlement. 5.1. Section 5.1 of the Attorneys General Settlement is incorporated herein by reference.
Global Settlement. Global Settlement The terms set forth in this Term Sheet represent an integrated global settlement of any and all potential issues among the Settlement Parties, including, without limitation: (i) any issues with respect to amount, value and treatment under the Plan of Reorganization of claims, including the Secured Notes Claims, claims arising out of the Debtors’ senior unsecured notes due 2021 (the “Unsecured Notes Claims”), and other General Unsecured Claims; (ii) validity, extent and priority of the liens securing the Secured Notes; (iii) value of unencumbered assets; (iv) any potential adequate protection or diminution in value claim held by holders of the Secured Notes; (v) any potential claim to surcharge collateral under Bankruptcy Code section 506(c); and (vi) Plan Equity Value (as defined below) and total enterprise value (collectively, the “Settled Claims”). Notwithstanding the foregoing, nothing herein or in the Plan Support Agreement shall be considered any Settlement Parties’ view or admission of any kind whatsoever by any of the Settlement Parties with respect to the Settled Claims or any term of the Global Settlement. As will be more fully detailed in the Plan Support Agreement, each of the Settlement Parties will use commercially reasonable efforts to have the Plan of Reorganization proposed, confirmed and consummated as soon as possible and the Debtors shall take appropriate steps to oppose, challenge and object to any alternative plan of reorganization or other restructuring transaction. Notwithstanding the foregoing and as will be set forth in the Plan Support Agreement, neither the UCC (including its members in such members’ capacity as a member of the UCC) nor the Debtors shall be required to take any action, or to refrain from taking any action, to the extent that taking such action or refraining from taking such action would, upon the advice of counsel, cause such party to breach its fiduciary obligations under the Bankruptcy Code and applicable law (any such action, or refraining to take such action, a “Fiduciary Action”). For the avoidance of doubt, and notwithstanding any provisions to the contrary herein or in the Plan Support Agreement, in order to fulfill the Debtors’ and the UCC’s fiduciary obligations, the Debtors and/or the UCC may analyze and consider unsolicited proposals or offers for any alternative chapter 11 plan or restructuring transaction and may ask clarifying questions regarding that offer (but not negotiate, coun...
Global Settlement. The definitive documents for the Global Settlement shall have been executed and shall be in full force and effect.
Global Settlement. 2 Effective upon the execution hereof, Settlement Class Counsel each agree (a) to exercise best efforts to ensure that the financial terms, financial obligations or financial conditions of any Global Settlement are no more onerous on, or less favorable to, Brooke Group and Liggxxx xxxn the financial terms, financial obligations or financial conditions of this Settlement Agreement, and (b) to issue a public statement substantially in the following form and substance: The historic settlements entered into by Liggxxx, xxereby Liggxxx xxx agreed, among other things, to provide full cooperation to twenty-two Attorneys General and a nationwide settlement class and to consent to FDA regulation of tobacco marketing, are a major advance in our efforts to prevent smoking by children and adolescents and to ensure that the tobacco industry markets its products lawfully. Accordingly, the undersigned counsel will use their best efforts in Congress and elsewhere to ensure that any such industry-wide resolution provide for financial terms for Liggxxx xxxt reflect appropriate recognition of Liggxxx'x xxxperative efforts, and which are no more onerous on, or less favorable to Liggxxx xxxn those provided for in our Settlement Agreement.
Global Settlement. Through The Depository Trust Company, Euroclear or Clearstream, Luxembourg The issuer has filed a registration statement (including a prospectus and a prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus and the prospectus supplement in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and the prospectus supplement if you request it by calling Xxxxxx Xxxxxxx & Co. Incorporated toll free at 0-000-000-0000; Xxxxxxx, Xxxxx & Co. toll free at 1-866-471-2526; RBS Securities Inc. toll free at 0-000-000-0000; X.X. Xxxxxx Securities LLC collect at 0-000-000-0000 and Xxxxx Fargo Securities, LLC toll free at 0-000-000-0000. Floating Rate Senior Notes due 2014 Issuer: Quest Diagnostics Incorporated Principal Amount: $200,000,000 Maturity Date: March 24, 2014 Trade Date: March 21, 2011 Original Issue Date (Settlement): March 24, 2011 Interest Accrual Date: March 24, 2011 Issue Price (Price to Public): 100.000% Interest Rate: 3-month LIBOR + 85 basis points Interest Payment Period: Quarterly Interest Payment Dates: Each March 24, June 24, September 24 and December 24, commencing June 24, 2011 Day Count Convention: Actual/360 Optional Redemption: Not redeemable other than as described below.
Global Settlement. This Agreement is made subject to that certain Global Settlement Agreement by and among Texaco Inc., The Louisiana Land and Exploration Company, and the State of Louisiana ("Global Settlement"), dated February 22, 1994, a complete copy of which is recorded at Vol. 36-W, Entry No. 244,947 in the records of St. Mary Xxxxxx, Xxuisiana, and Vol. 1071, Entry No. 94-2838, in the records of Iberia Parish,
Global Settlement. This Assignment, Conveyance and Bill xx Sale is made subject to that certain Global Settlement Agreement by and among Texaco Inc., The Louisiana Land and Exploration Company, and the State of Louisiana ("Global Settlement"), dated February 22, 1994, a complete copy of which is recorded at Vol. 36-W, Entry No. 244,947 in the records of St. Mary Xxxxxx, Xxuisiana, and Vol. 1071, Entry No. 94-2838, in the records of Iberia Parish, Louisiana. Assignee hereby acknowledges receipt of a copy of the Global Settlement.
Global Settlement. Purchaser shall perform all of its obligations required under the Global Settlement, including without limitation any payments or the issuance of any securities thereunder, and take all actions that it deems necessary or advisable in connection therewith."
Global Settlement. Effective upon the execution hereof, the Attorneys General and their respective counsel, each agree (a) to exercise best efforts to ensure that the financial terms, financial obligations or financial conditions of any Global Settlement are no more onerous on, or less favorable to, Brooke Group and Liggxxx xxxn the financial terms, financial obligations or financial conditions of this Settlement Agreement, and (b) to issue a public statement substantially in the following form and substance: The historic settlements entered into by Liggxxx, xxereby Liggxxx has agreed, among other things, to provide full cooperation to twenty-two Attorneys General and to consent to FDA regulation of tobacco marketing, are a major advance in our efforts to prevent smoking by children and adolescents and to ensure that the tobacco industry markets its products lawfully. Accordingly, the undersigned Attorneys General will use their best efforts in Congress and elsewhere to ensure that any such industry-wide resolution provide for financial terms for Liggxxx that reflect appropriate recognition of Liggxxx'x xxxperative efforts. In the event there is a Global Settlement at any time which contains financial terms, financial obligations or financial conditions as to Brooke Group and Liggxxx xxxch are more onerous on, or less favorable to, Brooke Group and Liggxxx xxxn those of this Settlement Agreement, then, in addition to and not in derogation of any other rights or remedies Brooke Group and Liggxxx xxx have, Brooke Group and Liggxxx xxxll have the right, at their option, to withdraw from further performance of this Agreement.
Global Settlement. Through The Depository Trust Company, Euroclear or Clearstream, Luxembourg The issuer expects that delivery of the notes will be made on or about the Original Issue Date (Settlement), which is three business days following the pricing of the notes (this settlement cycle being referred to as “T+3”). Under Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on the date of pricing will be required, by virtue of the fact that the notes will settle in T+3, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement; such purchasers should also consult their own advisors in this regard. Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. The issuer has filed a registration statement (including a prospectus and a prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus and the prospectus supplement in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and the prospectus supplement if you request it by calling Xxxxxxx Xxxxx & Co. LLC toll free at 0-000-000-0000; Mizuho Securities USA LLC toll free at 1-866-271-7403; and Xxxxxx Xxxxxxx & Co. LLC toll-free at 1-866-718-1649. SCHEDULE D – SUBSIDIARIES 100% Quest Diagnostics Holdings Incorporated (DE) 100% Quest Diagnostics International Holding Limited (UK) 100% Quest Diagnostics Holdings Ltd. (UK) 100% ExamOne Canada, Inc. (New Brunswick) 100% Quest Diagnostics Brasil Holdings Ltd. (UK) 100% Quest Diagnostics Testes Forenses do Brasil Ltda. (Brazil) 99.9% Quest Diagnostics HTAS India Private Limited (India) (0.1% Quest Diagnostics International Holdings Limited (UK) 100% Quest Diagnostics of Puerto Rico, Inc. (PR) 100% Quest Diagnostics do Brasil Ltda. (Brazil) 100% Quest Diagnostics Ireland Limited (Ireland) 100% Quest Diagnostics (Shanghai) Co., Ltd. (China) 100% Quest Diagnostics Subsidiary Holdings Ltd. (UK) 40% Q Sq...
