Common use of Material Conditions Clause in Contracts

Material Conditions. (a) Before (1) USEC commences the Solicitation on the Plan or commences the Chapter 11 Case and (2) any Consenting Noteholder will be obligated to support the Plan under this Agreement, the following conditions (the “Material Conditions”) shall be satisfied and continuing or shall be waived as provided in subparagraph (b) below: (i) treatment under the Plan of USEC’s preferred stock shall be mutually acceptable to USEC and the Majority Consenting Noteholders; (ii) a commitment for the DIP Facility shall be mutually acceptable to USEC and the Majority Consenting Noteholders; (iii) a commitment for the Exit Facility shall be mutually acceptable to USEC and the Majority Consenting Noteholders; (iv) the initial members of the new board of directors of USEC to serve from and after the Effective Date shall be designated by the Consenting Noteholders, which designees shall be reasonably acceptable to USEC; and (v) completion of the Definitive Documents and “first day” motions and other pleadings or filings to be made by USEC in conjunction with the commencement of the Chapter 11 Case in form and substance mutually acceptable to USEC and the Majority Consenting Noteholders. (b) Any of the Material Conditions may be waived between and with the consent of USEC and the Majority Consenting Noteholders. For the avoidance of doubt, a waiver by the Majority Consenting Noteholders shall be binding on all other Consenting Noteholders.