Objective and Tasks Sample Clauses
Objective and Tasks. Subject to APS’s internal approval from its Risk Management Committee, confirmation that the Company has a Directors and Officers Liability insurance policy in accordance with Section 7 of the General Terms and Conditions regarding Directors and Officers Liability Insurance coverage, and a copy of the signed Board of Directors’ resolution (or similar document) as official confirmation of the appointment, APS will provide ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ to serve as the Company’s Chief Restructuring Officer (“CRO”), reporting to the Company’s Chief Executive Officer. Working collaboratively with the senior management team, the Board of Directors and other Company professionals, ▇▇. ▇▇▇▇▇▇▇▇▇▇ will assist the Company in evaluating and implementing strategic and tactical options through the restructuring process. The Temporary Staff (as defined below) roles may include working with the Company to do the following: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ | ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ | 212.490.2500 | 212.490-1344 fax | ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ June 17, 2016 • Work with the senior management and other employees of the Company and its advisors to provide restructuring support advice. • Assist in preparation required for a Chapter 11 proceeding in the event a formal proceeding is necessary to effectuate a deleveraging event. • Provide courtroom testimony to support the restructuring process, if necessary. • In the event a Chapter 11 filing occurs, assist with the preparation of the statement of affairs, schedules and other regular reports required by the Bankruptcy Court as well as providing assistance in such areas as testimony before the Bankruptcy Court on matters that are within APS' areas of expertise. • Assist management of the Company in the design and implementation of a restructuring strategy designed to maximize enterprise value, taking into account the unique interests of key constituencies. • Assist management with developing a business plan model and other related forecasts as may be required by the bank lenders, noteholders, equity holders and other key constituents in connection with negotiations or by the Company for other corporate purposes. • Assist the Company with managing the due diligence requests and process that may be requested by its various constituents as part of the restructuring process. • Assist the Company with preparation of intercompany schedules. • Assist with developing a rolling 13 week receipts and disbursements cash flow forecasting model neces...
Objective and Tasks. APS will provide A▇ ▇▇▇▇ to serve as the Company’s President and Chief Executive Officer (“CEO”) reporting to the Company’s Board of Directors. Working collaboratively with the senior management team, the Board of Directors and other Company professionals, M▇. ▇▇▇▇ will assist the Company in evaluating and implementing strategic and tactical options through a process that will be focused on maximizing shareholder value. He will have all of the responsibility and authority normally associated with a company’s CEO. He will not be a member of the Company’s Board of Directors.
Objective and Tasks. Subject to APS’s internal approval from its Risk Management Committee, confirmation that the Company has a Directors and Officers Liability insurance policy in accordance with Section 7 of the General Terms and Conditions regarding Directors and Officers Liability Insurance coverage, and a copy of the signed Board of Directors’ resolution (or similar document) as official confirmation of the appointment, APS will provide one to two individuals, at the Company’s discretion, to serve as the Company’s interim Chief Financial Officer and/or Controller. Working collaboratively with the senior management team, the Board of Directors and other Company professionals, AlixPartners personnel will assist the Company to do the following: • Assist the Company with management of its financial and treasury functions. • Provide assistance to the financial function including, without limitation, assisting the Company in strengthening the core competencies in the finance organization, particularly cash management, planning, general accounting and financial reporting information management. 300 ▇. ▇▇▇▇▇▇▇ | Suite 1900 | Chicago, IL | 60654 | 312.346.2500 | ▇▇▇.▇▇▇.▇▇▇▇ fax | ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ ▇▇. ▇▇▇▇▇▇ ▇. Collins June 11, 2015 • Assist the Company in the preparation of its financial statements, including working with its financial statement auditors. • Assist with completion of the comprehensive annual financial report. • Assist with completion of the Company’s audit. • Provide assistance to the Company and its management in connection with any development of a revised business plan, and such other related forecasts as may be required. • Assist in communication and/or negotiation with outside constituents including regulatory agencies, bondholders, their advisors, and rating agencies. • Assist in the monitoring of the Company’s liquidity initiatives. • Analyze performance improvement and cash enhancement opportunities relating to the Company’s financial management and reporting functions. • Assist with such other matters as may be requested that fall within APS’ expertise and that are mutually agreeable. The managing director responsible for the overall delivery of the engagement will be determined by mutual agreement among the parties. That individual will be assisted by a staff of consultants at various levels, who have a wide range of skills and abilities related to this type of assignment. In addition, APS has relationships with, and may periodically use, independent...
Objective and Tasks. Subject to APS' internal approval from its Risk Management Committee, confirmation that the Company has a Directors and Officers Liability insurance policy in accordance with section 7 of the General Terms and Conditions below regarding Directors and Officers Liability Insurance coverage, and a copy of the signed Board of Directors' resolution (or similar document) as official confirmation of the appointment, APS will provide ▇▇. ▇▇▇ ▇▇▇▇▇▇▇ to serve as the Company's Chief Restructuring Officer (“CRO”), reporting to the Company's Board Chairman. As such, ▇▇. ▇▇▇▇▇▇▇ would not be entitled to receive from the Company any vacation pay, sick leave, retirement, pension or social security benefits, workers' compensation, disability, unemployment insurance benefits or any other employee benefits. ▇▇. ▇▇▇▇▇▇▇ or APS will be responsible for all employment, withholding, income and/or any other taxes incurred in connection with the operation and conduct of the engagement. Nothing in this agreement shall be construed to create a joint venture, partnership, franchise, employment or agency relationship between ▇▇. ▇▇▇▇▇▇▇ and/or APS and the Company or any part thereof. Working collaboratively with the senior management team, the Board of Directors and other Company professionals, ▇▇. ▇▇▇▇▇▇▇ will assist the Company in evaluating and implementing strategic and tactical options through the restructuring process. In addition to the ordinary course duties of a CRO, the Temporary Staff (as defined below) roles will include working with the Company and its team to do the following: • Provide overall leadership of the restructuring process, including working with a wide range of stakeholder groups, together with the Company's senior management. • Assist the Company in the design and implementation of a restructuring strategy, together with the Company's other professionals, which is designed to maximize enterprise value and take into account the unique interests of all constituencies. • Provide assistance to management in connection with the Company's development of its revised business plan, and such other related forecasts as may be required by the bank lenders in connection with negotiations or by the Company for other corporate purposes. • Assist in managing the “working group” professionals who are assisting the Company in the reorganization process or who are working for the Company's various stakeholders to improve coordination of their effort and individual work produc...
Objective and Tasks. ▇▇▇▇ ▇. ▇▇▇▇▇ will serve as the Company’s Chief Restructuring Officer (“CRO”), reporting to the independent directors of the Board. Working collaboratively with the senior management team, the Board and other Company professionals, ▇▇. ▇▇▇▇▇ will, in addition to his ordinary course duties as CRO, assist the Company in evaluating and implementing strategic, tactical and operational options through the restructuring process. ▇▇. ▇▇▇▇▇ will attend all Board meetings, including meetings of the Finance and Restructuring Committee, except as may be otherwise determined by the Board or the members of the Finance and Restructuring Committee, as applicable and in appropriate circumstances. In addition to the ordinary course duties of the CRO, the Temporary Staff role will include working with you and your team to do the following: • Take all actions required of the CRO, or contemplated to be taken by the CRO, under the Company's debtor-in-possession financing facilities (the "DIP Facilities"), including the following: ◦ Be reasonably accessible to the required lenders under the DIP Facilities and their advisors. ◦ Execute weekly Letter of Credit reports setting forth the information required under the DIP Facilities. ◦ Execute any borrowing notice as contemplated under the DIP Facilities. ◦ Execute any blocked account withdrawal notice as contemplated under the DIP Facilities. ◦ Execute weekly variance reports as contemplated under the DIP Facilities. ◦ Execute all other notices as contemplated under the DIP Facilities. ◦ Participate in conference calls (at least two per week) with the administrative agent under the DIP Facilities, the required lenders under the DIP Facilities, their respective advisors, and to the extent requested by the required lenders under the DIP Facilities, the Company's senior management. ◦ Have sole authority and discretion on behalf of the management of the Company (subject to reporting directly to the independent directors of the Board) with respect to all matters in connection with the Company's chapter 11 cases, including, without limitation: ▪ Disbursements ▪ Use of cash ▪ Asset sales ▪ Negotiation of issues related to any litigation, action or dispute involving TerraForm Power, Inc. or TerraForm Global, Inc. (collectively, the "YieldCos") ▪ Any disposition or monetization of interests in the YieldCos ▪ Any other non-ordinary course transactions related to the YieldCos ▪ Any other matters that may be material to the YieldCos ▪ Approva...