Common use of Negative Commitments Clause in Contracts

Negative Commitments. During the Agreement Effective Period, except as otherwise provided in Section 4.03, each Consenting Convertible Noteholder agrees, severally and not jointly, in respect of all of its Company Claims, that it shall not directly or indirectly: (a) object to, delay, impede, or take any other action or inaction that would reasonably be expected to interfere with acceptance, implementation, or consummation of the Transactions or take any action that is inconsistent in any material respect with the Transactions; (b) solicit, initiate, encourage, propose, respond, or engage in negotiations with respect to, or otherwise agree to, support, endorse, or approve any Alternative Transaction; (c) execute or file any agreement, instrument, form, or other document that is utilized to implement or effectuate, or that otherwise relates to, this Agreement or the Transactions that, in whole or in part, is not consistent with this Agreement or any Definitive Document; (d) file any motion, pleading, or other document with any court (including any modifications or amendments to any motion, pleading, or other document with any court) that, in whole or in part, is not materially consistent with this Agreement; (e) initiate, or have initiated on its behalf, any litigation or proceeding of any kind with respect to this Agreement or the Transactions contemplated herein against the other Parties, any agent or trustee for any Company Claims, or any of their Affiliates, other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement; or (f) exercise or accelerate, or direct any other Person to exercise or accelerate, any right or remedy for the enforcement, collection, or recovery of any Company Claims.

Negative Commitments. During the Agreement Effective PeriodPeriod (other than with respect to clause (vi) as specifically set forth therein), except as otherwise provided in Section 4.03and subject to the terms of this Agreement, each Consenting Convertible Noteholder Stakeholder agrees, severally severally, and not jointly, in respect of all of its Company Claims, that it shall not directly or indirectly: (a) object to, delay, impede, or take any other action or inaction that would reasonably be expected to interfere with acceptance, implementation, or consummation of the Transactions or take any action that is inconsistent in any material respect with the Transactions; (b) solicit, initiate, encourage, propose, respond, or engage in negotiations with respect to, or otherwise agree to, support, endorse, or approve any Alternative Transaction; (c) execute or file any agreement, instrument, form, or other document that is utilized to implement or effectuate, or that otherwise relates to, this Agreement or the Transactions that, in whole or in part, is not consistent with this Agreement or any Definitive Document; (d) file any motion, pleading, or other document with any court (including any modifications or amendments to any motion, pleading, or other document with any court) that, in whole or in part, is not materially consistent with this Agreement; (e) initiate, or have initiated on its behalf, any litigation or proceeding of any kind with respect to this Agreement or the Transactions contemplated herein against the other Parties, any agent or trustee for any Company Claims, or any of their Affiliatesnot, other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement; or, directly or indirectly: (fi) exercise object to, delay, impede, or acceleratetake any other action to materially interfere with acceptance, implementation, or consummation of the Restructuring Transactions; (ii) propose, file, support, or vote for any Alternative Restructuring Proposal; (iii) take any other actions in direct contravention of this Agreement, the Plan, or the Definitive Documents, or to the material detriment of the Restructuring Transactions; (iv) modify the Definitive Documents, in whole or in part, in a manner that is not consistent with this Agreement in all material respects; (v) file any motion, pleading, or other document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not materially consistent with this Agreement or the Plan; (vi) exercise, or direct any other Person to exercise or accelerateexercise, any right or remedy (including, solely for five (5) Business Days following the Execution Date, and prior to a Hedge Counterparty entering into an Amended ISDA, the designation of any Early Termination Date, howsoever described or defined, in relation to any Hedge Contract) for the enforcement, collection, or recovery of any of Company ClaimsClaims in or against the Company Parties other than pursuant to the Plan, the DIP Credit Agreement Documents, and other Definitive Documents; (vii) object to any First Day Pleadings and “second day” pleadings consistent with this Agreement filed by the Debtors in furtherance of the Restructuring, including any motion seeking approval of the DIP Facility on the terms set forth herein and the DIP Credit Agreement; (viii) object to or commence any legal proceeding challenging the liens or claims (including the priority thereof) granted or proposed to be granted to the DIP Commitment Parties under the DIP Order; or (ix) object to, delay, impede, or take any other action to interfere with the Company Parties’ ownership and possession of their assets, wherever located, or interfere with the automatic stay arising under section 362 of the Bankruptcy Code, unless otherwise permitted under the Definitive Documents.

Negative Commitments. During the Agreement Effective Period, except as otherwise provided in Section 4.03the Company shall not, each Consenting Convertible Noteholder agrees, severally and not jointly, in respect of all of its Company Claims, that it shall not permit its subsidiaries to, directly or indirectly: (a) object to, delay, impede, or take any other action or inaction that would reasonably be expected to interfere with acceptance, implementation, or consummation of the Transactions or take any action that is inconsistent in any material respect with the Transactions; (b) solicit(i) seek discovery in connection with, initiate, encourage, propose, respondprepare, or engage in negotiations with respect tocommence any proceeding or other action that challenges (A) the amount, validity, allowance, character, enforceability, or otherwise agree to, support, endorsepriority of any Company Claims of each of the Consenting Secured Parties, or approve (B) the validity, enforceability, or perfection of any Alternative Transactionlien or other encumbrance securing any Company Claims of each of the Consenting Secured Parties or (ii) support any Person in connection with any of the acts described in clause (i) of this Section 5.02(b); (c) execute or file any agreement, instrument, form, or other document that is utilized to implement or effectuate, or that otherwise relates to, this Agreement or and/or the Transactions that, in whole or in part, is not consistent with this Agreement or any Definitive Document; (d) file any motion, pleading, or other document with any court (including any modifications or amendments to any motion, pleading, or other document with any court) that, in whole or in part, is not materially consistent with this Agreement; (e) take any action in furtherance of the Intercreditor Litigation other than to seek a continuance in connection with the pending motion to dismiss or to take any other actions that have the effect of preserving the status quo of, and are not in furtherance of, the Specified Action, which include, among other things, providing the court with any relevant updates or responding to communications from the court; (f) initiate, or have initiated on its behalf, any litigation or proceeding of any kind with respect to this Agreement or the Transactions contemplated herein against the other Parties, any agent or trustee for any Company Claims, or any of their respective Affiliates, other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement; or (fg) exercise or acceleratesolicit, initiate, encourage, propose, respond, or direct any other Person to exercise or accelerate, any right or remedy for the enforcement, collectionengage in negotiations with respect to, or recovery of otherwise agree to, support, endorse, or approve any Company ClaimsAlternative Transaction.

Negative Commitments. During the Agreement Effective Period, except as otherwise provided in Section 4.03, each Consenting Convertible Noteholder Secured Party agrees, severally severally, and not jointly, in respect of all of its Company Claims, that it shall not, and shall not permit its subsidiaries or Affiliates to, directly or indirectly: (a) object to, delay, impede, or take any other action or inaction that would reasonably be expected to interfere with acceptance, implementation, or consummation of the Transactions or take any action that is inconsistent in any material respect with the Transactions; (b) solicit, initiate, encourage, propose, respond, or engage in negotiations with respect to, or otherwise agree to, support, endorse, or approve any Alternative Transaction; (c) execute or file any agreement, instrument, form, or other document that is utilized to implement or effectuate, or that otherwise relates to, this Agreement or and/or the Transactions that, in whole or in part, is not consistent with this Agreement or any Definitive Document; (d) file any motion, pleading, or other document with any court (including any modifications or amendments to any motion, pleading, or other document with any court) that, in whole or in part, is not materially consistent with this Agreement; (e) initiate, or have initiated on its behalf, any litigation or proceeding of any kind with respect to this Agreement or the Transactions contemplated herein against the other Parties, any agent or trustee for any Company Claims, or any of their Affiliates, other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement; or; (f) exercise or accelerate, or direct any other Person to exercise or accelerate, any right or remedy for the enforcement, collection, or recovery of any Company Claims; or (g) take any action in furtherance of the Intercreditor Litigation other than to seek a continuance in connection with the pending motion to dismiss or to take any other actions that have the effect of preserving the status quo of, and are not in furtherance of, the Specified Action, which include, among other things, providing the court with any relevant updates or responding to communications from the court.

Negative Commitments. During Except as set forth in Section 8, during the Agreement Effective Period, except as otherwise provided in Section 4.03, each Consenting Convertible Noteholder agrees, severally and not jointly, in respect of all of its the Company Claims, that it Parties shall not directly or indirectly: (a) object to, delay, impede, or take any other action or inaction that would reasonably be expected to interfere with acceptance, implementation, or consummation of the Transactions Restructuring Transactions; (b) enter into any other Restructuring Support Agreement related to a partial or total restructuring of the Company Parties’ obligations unless such support agreement is not inconsistent with this Agreement and is in form and substance acceptable to the Required Consenting Creditors; (c) take any action that is inconsistent in any material respect with with, or is intended to frustrate or impede approval, implementation and consummation of the TransactionsRestructuring Transactions described in, this Agreement, the Definitive Documents, or the Prepackaged Plan; (bd) solicit(i) execute, initiate, encourage, propose, respond, or engage in negotiations deliver and/or file with respect to, or otherwise agree to, support, endorse, or approve any Alternative Transaction; (c) execute or file the Bankruptcy Court any agreement, instrument, motion, pleading, order, form, or other document that is to be utilized to implement or effectuate, or that otherwise relates to, this Agreement or Agreement, the Transactions Prepackaged Plan, and/or the Restructuring Transactions, as applicable, that, in whole or in part, is not consistent inconsistent with this Agreement or is otherwise not in form and substance acceptable in accordance with the terms set forth in Section 3, or if applicable, file any motion, application or other pleading with the Bankruptcy Court seeking authorization to accomplish or effect any of the foregoing; or (ii) waive, amend, or modify any of the Definitive DocumentDocuments, or, if applicable, file with the Bankruptcy Court a motion, application or other pleading seeking to waive, amend, or modify any term or condition of any of the Definitive Documents, which waiver, amendment, modification, or filing contains any provision that is inconsistent with this Agreement or is otherwise not in form and substance acceptable in accordance with the terms set forth in Section 3; (de) amend or change, or propose to amend or change, any of the Company Parties’ respective organizational documents, except to the extent required to comply with the terms of this Agreement; (f) authorize, create, issue, sell or grant any additional Interests, or reclassify, recapitalize, redeem, purchase, acquire, declare any distribution on, or make any distribution on any equity interests; (g) file any motion, application, pleading, or Definitive Documents with the Bankruptcy Court or any other document with any court (including any modifications or amendments to any motion, pleading, or other document with any courtthereof) that, in whole or in part, is not materially consistent with this AgreementAgreement or the Prepackaged Plan or is otherwise not in form and substance acceptable in accordance with the terms set forth in Section 3 hereof; (ei) initiateseek discovery in connection with, prepare, or have initiated on its behalfcommence any proceeding or other action that challenges (A) the amount, any litigation validity, allowance, character, enforceability, or proceeding priority of any kind with respect to this Agreement or the Transactions contemplated herein against the other Parties, any agent or trustee for any Company Claims/Interests of any of the Consenting Creditors, or (B) the validity, enforceability, or perfection of any lien or other encumbrance securing any Company Claims/Interests of any of their Affiliatesthe Consenting Creditors or (ii) support any person in connection with any of the acts described in clause (i) of this Section 7.02(h); (i) consummate the Restructuring Transactions unless each of the conditions to the consummation of such Restructuring Transactions set forth in this Agreement has been satisfied (or waived by the applicable persons in accordance with Section 14); (j) amend, alter, supplement, restate, or otherwise modify or seek to modify, in whole or in part, any Definitive Documents in a manner inconsistent with this Agreement and the Prepackaged Plan; (k) solicit, participate in, negotiate, propose, support, or vote for any Alternative Restructuring Proposal; (l) concede, settle, pay, discharge or satisfy any Proceedings; (i) enter into, terminate, modify, amend, supplement, or transfer any material operational contracts, leases, or other arrangements that would constitute a Material Contract without the prior written consent of the Required Consenting Creditors; (n) incur or commit to incur any capital expenditures, other than capital expenditures that are included in any applicable budget approved pursuant to enforce this Agreement the Interim DIP Order or Final DIP Order; (o) pay, or agree to pay, any Definitive Document indebtedness, liabilities or as otherwise permitted under this Agreementother obligations (including any accounts payable or trade payable) that existed prior to the Petition Date or that arose from any matter, occurrence, action, omission or circumstance that occurred prior to the Petition Date, unless the Bankruptcy Court authorizes the Company Parties to pay such indebtedness, liabilities or other obligations (including any accounts payable or trade payable) pursuant to the relief granted in connection with the First Day Pleadings; or (fp) exercise agree, commit, encourage or accelerate, facilitate any person or direct Entity to do any other Person to exercise or accelerate, any right or remedy for of the enforcement, collection, or recovery of any Company Claimsforegoing.

Negative Commitments. During Except as set forth in Section 9, during the Agreement Effective Period, except as otherwise provided in Section 4.03, each Consenting Convertible Noteholder agrees, severally and not jointly, in respect of all of its the Company Claims, that it Parties shall not directly or indirectly: (a) object to, delay, impede, or take any other action or inaction that would reasonably be expected to interfere with acceptance, implementation, or consummation of the Transactions or Restructuring Transactions; (b) take any action that is inconsistent in any material respect with the Transactions; (b) solicit, initiate, encourage, propose, respondwith, or engage in negotiations with respect tois intended to frustrate or impede approval, or otherwise agree toimplementation and consummation of, support, endorse, or approve any Alternative Transactionthe Restructuring Transactions; (c) execute modify the Definitive Documents, in whole or in part, in a manner that is not consistent with this Agreement in all material respects; (d) (1) execute, deliver and/or file any agreement, instrument, formpleading, or order, form and other document that is utilized to implement or effectuate, or that otherwise relates to, this Agreement or Agreement, the Plan and/or the Restructuring Transactions that, in whole or in part, is not consistent with this Agreement in all material respects or any Definitive Document; (d) otherwise in form and substance reasonably acceptable to the Required Parties, or file any motionpleading seeking authorization to accomplish or effect any of the foregoing, pleading(2) waive, amend or modify any of the Definitive Documents, or other document with file a pleading seeking to waive, amend or modify any court (including term or condition of any modifications of the Definitive Documents, which waiver, amendment, modification or amendments to filing contains any motion, pleading, or other document with any court) that, in whole or in part, provision that is not materially consistent in all material respects with this AgreementAgreement or otherwise reasonably acceptable to the Required Parties; (e) initiatemove for an order from the Bankruptcy Court authorizing or directing the assumption or rejection of any executory contract (including any employment agreement or employee benefit plan) or unexpired lease, other than (1) the rejection of that certain lease entered into between Ultra Wyoming LGS and Pinedale Corridor, LP and that certain contract between Ultra Resources, Inc. and Rockies Express Pipeline, LLC and (2) any assumption or rejection that is expressly contemplated by the Plan; (f) (1) seek discovery in connection with, prepare or commence any proceeding or other action that challenges (x) the amount, validity, allowance, character, enforceability or priority of any Company Claims/Interests of any of the Consenting Creditor Parties, or have initiated (y) the validity, enforceability or perfection of any lien or other encumbrance securing any Company Claims/Interests of any of the Consenting Creditor Parties, (2) otherwise seek to restrict any rights of any of the Consenting Creditor Parties, or (3) support any Person in connection with any of the acts described in clause (1) or clause (2) of this Section 8.02(f); (g) enter into any contract with respect to debtor-in-possession financing, cash collateral usage, exit financing and/or other financing arrangements, other than the DIP Facility, the Exit RBL Facility (and related commitment letters) and the Exit Term Loan Facility or as contemplated by the Interim DIP Order or the Final DIP Order; (h) (1) enter into any contract which, if existing as of the Execution Date, would constitute a Material Contract had it been entered into prior to the Execution Date except for those swap agreements or collar agreements otherwise permitted by the DIP Facility or (2) materially amend, supplement or modify or terminate any Material Contract (other than any Material Contract that has terminated after the Agreement Effective Date in accordance with its terms); (i) assert, or support any assertion by any Person, that, in order to act on its behalfthe provisions of Section 13, the Consenting Creditor Parties shall be required to obtain relief from the automatic stay from the Bankruptcy Court (and each of the Company Parties hereby waives, to the greatest extent possible, the applicability of the automatic stay to the giving of any litigation notice of termination in accordance with Section 13); (j) grant or proceeding agree to grant any additional or any increase in the wages, salary, bonus, commissions, retirement benefits, pension, severance or other compensation or benefits (including in the form of any vested or unvested Equity Interests of any kind or nature) (1) to any insider (as defined in section 101(a)(31) of the Bankruptcy Code) or executive-level employee of any of the Company Parties or (2) pursuant to any plan, practice, program or arrangement applicable to more than one person; (k) (1) enter into, adopt or establish any new compensation or benefit plans or arrangements (including employment agreements and any retention, success or other bonus plans) that provides compensation or benefits (A) to any insider (as defined in section 101(a)(31) of the Bankruptcy Code) or executive-level employee of any of the Company Parties or (B) pursuant to any plan, practice, program or arrangement applicable to more than one person, or (2) amend or terminate any existing compensation or benefit plans or arrangements (including employment agreements), except in the case of this clause (2) as required by Law or the terms of the benefit plan or arrangement; (l) enter into, adopt or establish any key employee retention or incentive plan or other similar agreement or arrangement; (m) incur or commit to incur any capital expenditures, other than capital expenditures that are included in any applicable budget approved pursuant to the Interim DIP Order or Final DIP Order; (n) except as expressly contemplated by the Plan, make or change any tax election (including, with respect to this Agreement or the Transactions contemplated herein against the other Parties, any agent or trustee for any Company ClaimsParty that is treated as a partnership or disregarded entity for U.S. federal income tax purposes, an election to be treated as a corporation for U.S. federal income tax purposes), file any material amended tax return, enter into any closing agreement with respect to taxes, consent to any extension or waiver of the limitations period applicable to any tax claim or assessment, enter into any installment sale transaction, adopt or change any accounting methods, practices or periods for tax purposes, make or request any tax ruling, enter into any tax sharing or similar agreement or arrangement, or settle any tax claim or assessment outside of the ordinary course of business or inconsistent with historical practice; (o) take or permit any action that would result in a (1) change of ownership of any Company Party under Section 382 of the Code, (2) disaffiliation of any Company Party from the Company Parties’ consolidated income tax group under Section 1502 of the Code or (3) realization of any taxable income outside the ordinary course of the Company Parties’ business; (p) amend or propose to amend any of their Affiliatesrespective Organizational Documents; (q) authorize, create or issue any additional Equity Interests in any of the Company Parties, or redeem, purchase, acquire, declare any distribution on or make any distribution on any Equity Interests in any of the Company Parties; (r) pay, or agree to pay, any indebtedness, liabilities or other than obligations (including any accounts payable or trade payable) that existed prior to enforce this Agreement the Petition Date or that arose from any matter, occurrence, action, omission or circumstance that occurred prior to the Petition Date, unless the Bankruptcy Court authorizes the Company Parties to pay such indebtedness, liabilities or other obligations (including any accounts payable or trade payable) pursuant to the relief granted in connection with the First Day Pleadings; (s) seek, solicit, support, encourage, propose, assist, consent to, vote for, enter or participate in any discussions or any Definitive Document agreement with any Person regarding, pursue or as otherwise permitted under this Agreementconsummate, any Alternative Restructuring; or (ft) exercise or accelerateannounce publicly, or direct announce to any of the Consenting Creditor Parties or other Person to exercise or accelerate, any right or remedy for the enforcement, collection, or recovery holders of any Company Claims/Interests, their intention not to support the Restructuring Transactions.