Objectives and Tasks. Subject to APS’s (i) internal approval from its Risk Management Committee, (ii) confirmation 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 (iii) receipt of a copy of the signed Board of Directors’ resolution (or similar document as required by the Company's governance documents) as official confirmation of the appointment, APS will provide ▇▇▇▇ ▇▇▇▇▇▇▇ to serve as the Company’s Senior Vice President of Finance and, when the office becomes vacant, will become Chief Financial Officer ("CFO"), reporting to the Company’s Chief Executive Officer. In addition to the ordinary course responsibilities of CFO, ▇▇. ▇▇▇▇▇▇▇ will work collaboratively with the senior management team, the Board of Directors and other Company professionals to assist the Company with the following: • Perform tasks ordinarily in the purview of the Company’s Chief Financial Officer, including supervision of the finance staff, communicating with the Company’s directors, executives and employees. • Prepare budgets and cash forecasts and evaluate variances thereto. • Strengthen the Company’s core competencies in the finance organization, particularly cash management, planning, general accounting and financial reporting information management. • As required, lead development of the Company’s business plan, and such other related forecasts as may be required by the Company for its corporate purposes. • Develop and enhance management and Board reporting packages. • Communicate and/or negotiate with outside constituents, as appropriate, including the Company’s banks and their advisers. • Assist the Company with such other matters as may be requested by the Company and are mutually agreeable. AP Services | ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ | ▇▇▇▇▇ ▇▇▇▇ | ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | 248.358.4420 | ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ ▇▇ ▇▇▇▇ will be the managing director responsible for the overall engagement, 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 contractors with specialized skills and abilities to assist in this engagement. We will periodically review the staffing levels to determine the proper mix for this assignment. We will only use the necessary staff required to complete the requested or planned tasks. If we believe that staff in addition to ▇▇. ▇▇▇▇▇▇▇ is advisable we will review this with you and will not add any additional staff without your consent. APS will commence this engagement on or about July 14, 2021 after receipt of a copy of the executed Agreement accompanied by the retainer, as set forth on Schedule 1 and confirmation of the Company’s compliance with the requirements set forth in the first paragraph of the Objective and Tasks section above. The Company shall compensate APS for its services, and reimburse APS for expenses, as set forth on Schedule 1. APS recognizes that, APS and its employees may receive from the Company or others, information that may be considered "material, nonpublic information" concerning the Company or another public company that is subject to the reporting requirements of the Securities and Exchange Act of 1934, as amended. APS and each of its employees performing services under this Agreement agree NOT to: (a) buy, sell or effect any other transaction relating to any stock, option, bond, warrant or other security of any issuer (including the Company) with respect to which APS is then in possession of material, nonpublic information received from the Company or others; (b) provide Company with information with respect to any public company that may be considered material, nonpublic information; or (c) communicate or provide any material, nonpublic information to any other person, including any relative, associate, or other individual, who intends to, may, or in which it is reasonably foreseeable that such person is likely to (i) purchase or sell securities of any company with respect to which such information relates, or (ii) otherwise directly or indirectly benefit from such information. In addition, APS represents and warrants it will abide by applicable ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ laws and does require its employees to undergo annual compliance training with respect thereto. Without limiting any of the confidentiality and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ obligations included in this Agreement, neither APS nor any of APS’s employees performing services under this agreement, shall discuss any information concerning the Company obtained by APS in the course of performing the Services with any financial, securities or industry analyst or with the media without the written agreement of Company If these terms meet with your approval, please sign and return a copy of this Agreement and wire transfer the amount to establish the retainer. We look forward to working with you. Sincerely yours, AP SERVICES, LLC /s/ ▇. ▇. ▇▇▇▇ ▇. ▇. ▇▇▇▇ Managing Director Acknowledged and Agreed to: CLOVER HEALTH INVESTMENTS CORP. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Its: Managing Member Dated: 7/12/2021 | 8:08 PM EDT
Appears in 2 contracts
Sources: Agreement for the Provision of Interim Management Services (Clover Health Investments, Corp. /De), Agreement for the Provision of Interim Management Services (Clover Health Investments, Corp. /De)
Objectives and Tasks. Subject to APS’s ’ (i) internal approval from its Risk Management Committee, (ii) confirmation the Company has a Directors and Officers Liability insurance policy in accordance with Section 7 the Indemnification section of the General Terms and Conditions regarding Directors and Officers Liability Insurance coverage, and (iii) receipt of a copy of the signed Board of Directors’ resolution (or similar document as required by the Company's governance documents) as official confirmation of the appointment, APS will provide ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ to serve as the Company’s Senior Vice President of Finance and, when the office becomes vacant, will become Chief Financial Officer ("CFO"), reporting to the Company’s Chief Executive Officer. In addition to the ordinary course responsibilities of CFO, ▇▇. ▇▇▇▇▇▇▇ and APS will work collaboratively with the senior management team, the Board of Directors and other Company professionals to assist the Company with the following: • ● Perform tasks ordinarily in the purview of the Company’s Chief Financial Officer, including supervision of the finance staff, communicating with the Company’s directors, executives and employees. • Prepare ● Oversee preparation of budgets and cash forecasts and evaluate variances thereto. • ● Strengthen the Company’s core competencies in the finance organization, particularly cash management, planning, general accounting and financial reporting information management. • ● As required, lead or participate in development of the Company’s business plan, and such other related forecasts as may be required by the Company for its corporate purposes. • Develop and enhance ● Enhance management and Board reporting packages. • ● Communicate and/or negotiate with outside constituents, as appropriate, including the Company’s banks and their advisers. • ● Assist the Company with such other matters as may be requested by the Company and are mutually agreeable. AP Services | ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ | ▇▇▇▇▇ ▇▇▇▇ | ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | 248.358.4420 | ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ ▇▇ ▇▇▇▇ will be the managing director responsible for the overall engagement, assisted by a staff of consultants at various levels ▇▇. ▇▇▇▇▇ who have has a wide range of skills and abilities related to this type of assignment. In addition, APS has relationships with, and may periodically use, independent contractors contractors, such as ▇▇. ▇▇▇▇▇, with specialized skills and abilities to assist in this engagement. We will periodically review the staffing levels to determine the proper mix for this assignment. We will only use the necessary staff required to complete the requested or planned tasks. If we believe that staff in addition to ▇▇. ▇▇▇▇▇▇▇ is advisable we will review this with you and will not add any additional staff without your consent. APS will commence this engagement on or about July 14January 2, 2021 2024 after receipt of a copy of the executed Agreement accompanied by the retainer, as set forth on Schedule 1 and confirmation of the Company’s compliance with the requirements set forth in the first paragraph of the Objective Objectives and Tasks section above. APS estimates the time for completion of this engagement to be at three to six months, depending upon the Company and its executive search firm identifying and retaining a full time replacement for ▇▇. ▇▇▇▇▇. The Company shall compensate APS for its services, and reimburse APS for expenses, as set forth on Schedule 1. APS recognizes that, APS and its employees may receive from the Company or others, information that may be considered "material, nonpublic information" concerning the Company or another public company that is subject to the reporting requirements of the Securities and Exchange Act of 1934, as amended. APS and each of its employees performing services under this Agreement agree NOT to: (a) buy, sell or effect any other transaction relating to any stock, option, bond, warrant or other security of any issuer (including the Company) with respect to which APS is then in possession of material, nonpublic information received from the Company or others; (b) provide Company with information with respect to any public company that may be considered material, nonpublic information; or (c) communicate or provide any material, nonpublic information to any other person, including any relative, associate, or other individual, who intends to, may, or in which it is reasonably foreseeable that such person is likely to (i) purchase or sell securities of any company with respect to which such information relates, or (ii) otherwise directly or indirectly benefit from such information. In addition, APS represents and warrants it will abide by applicable ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ laws and does require its employees to undergo annual compliance training with respect thereto. Without limiting any of the confidentiality and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ obligations included in this Agreement, neither APS nor any of APS’s employees performing services under this agreement, shall discuss any information concerning the Company obtained by APS in the course of performing the Services with any financial, securities or industry analyst or with the media without the written agreement of Company If these terms meet with your approval, please sign and return a copy of this Agreement and wire transfer the amount to establish the retainer. retainer We look forward to working with you. Sincerely yours, AP SERVICES, LLC By: /s/ ▇. .▇. ▇▇▇▇ ▇. .▇. ▇▇▇▇ Partner & Managing Director Acknowledged and Agreed to: CLOVER HEALTH INVESTMENTS CORP. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Its: Managing Member Dated: 7/12/2021 Director Dated:12/26/2023 | 8:08 2:00 PM EDTEST
Appears in 1 contract
Sources: Interim Management Services Agreement (Clover Health Investments, Corp. /De)
Objectives and Tasks. Subject to APS’s (i) internal approval from its Risk Management Committee, (ii) 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 (iii) receipt of and a copy of the signed Board of Directors’ resolution (or similar document as required by the Company's ’s governance documents) 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 of Directors, and ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ to serve as the Company’s Senior Vice President of Finance and, when the office becomes vacant, will become Chief Financial Officer ("CFO"), reporting to the Company’s Chief Executive Associate Restructuring Officer. In addition to the ordinary course responsibilities of CFO, ▇▇. ▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇▇ will work ▇▇, working collaboratively with the senior management team, the Board of Directors Directors, the Company’s counsel and other Company professionals to assist professionals, will perform the Company with the followingordinary course duties of a CRO, including: • Perform tasks ordinarily in the purview of · Preparing budgets and 13-week cash forecasts and evaluating variances thereto, as required by the Company’s Chief Financial Officerlenders. · Identifying and implementing near-term cost reduction opportunities. · Implementing operational restructuring initiatives. · Managing vendors, including supervision negotiation of the finance staff, communicating vendor terms. · Overseeing communications with the Company’s directors, executives and employeesvarious constituencies. • Prepare budgets and cash forecasts and evaluate variances thereto. • Strengthen · Overseeing the Company’s core competencies in asset sale process. · Preparing the finance organizationstatement of financial affairs, particularly cash management, planning, general accounting schedules and financial reporting information management. • As required, lead development of the Company’s business plan, and such other related forecasts as may be regular reports required by the Company for its corporate purposes. • Develop and enhance management and Board reporting packages. • Communicate and/or negotiate with outside constituentsBankruptcy Court, as appropriatewell as a Disclosure Statement and Plan of Reorganization, including the Company’s banks and their advisers. • Assist the Company with such other matters as may be requested by the Company and are mutually agreeableif applicable. AP Services Services, LLC | ▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ | ▇, ▇▇▇▇ ▇▇▇▇▇ | ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ | 248.358.4420 212.490.2500 | 212.490-1344 fax | ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ ▇▇ ▇▇▇▇ FTD Companies, Inc. May 31, 2019 · Assisting with the preparation of the Company’s motions to be filed with the Bankruptcy Court (“Motions”) or the Company’s response to Motions filed by other parties-in-interest. · Assisting with the design, negotiation and implementation of a restructuring strategy. · Providing testimony before the Bankruptcy Court on matters that are within the scope of this engagement and within APS’s area of testimonial competencies, if applicable. · Assisting with such other matters as may be requested that fall within APS’s expertise and that are mutually agreeable. APS will provide the Company with the individuals set forth on Exhibit A (“Temporary Staff”), subject to the terms and conditions of this Agreement, with the titles, pay rates and other descriptions set forth therein. The Temporary Staff may be the managing director responsible for the overall engagement, assisted by a staff of consultants or replaced by other professionals at various levels levels, as required, who have a wide range of skills and abilities related shall also become Temporary Staff. APS will keep the Company informed as to this type of assignment. In addition, APS has relationships with, and may periodically use, independent contractors with specialized skills and abilities to assist in this engagement. We will periodically review the staffing levels to determine the proper mix for this assignment. We will only use the necessary staff required to complete the requested or planned tasks. If we believe that staff in addition to ▇▇. ▇▇▇▇▇▇▇ is advisable we will review this with you and will not add any additional staff without your consentAPS’s staffing. APS will commence this engagement on or about July 14June 3, 2021 2019 after receipt of a copy of the executed Agreement accompanied by the retainer, as set forth on Schedule 1 and 1, confirmation of the Company’s compliance with the requirements set forth in the first paragraph of the Objective and Tasks section aboveand upon the Company’s filing of a Chapter 11 bankruptcy petition. The Company will promptly apply to the Bankruptcy Court to obtain approval of this Agreement. APS acknowledges that its retention and the terms thereof are subject to Bankruptcy Court approval. The Company shall compensate APS for its services, and reimburse APS for expenses, as set forth on Schedule 1. APS recognizes thatFTD Companies, APS and its employees may receive from the Company or othersInc. May 31, information that may be considered "material, nonpublic information" concerning the Company or another public company that is subject to the reporting requirements of the Securities and Exchange Act of 1934, as amended. APS and each of its employees performing services under this Agreement agree NOT to: (a) buy, sell or effect any other transaction relating to any stock, option, bond, warrant or other security of any issuer (including the Company) with respect to which APS is then in possession of material, nonpublic information received from the Company or others; (b) provide Company with information with respect to any public company that may be considered material, nonpublic information; or (c) communicate or provide any material, nonpublic information to any other person, including any relative, associate, or other individual, who intends to, may, or in which it is reasonably foreseeable that such person is likely to (i) purchase or sell securities of any company with respect to which such information relates, or (ii) otherwise directly or indirectly benefit from such information. In addition, APS represents and warrants it will abide by applicable ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ laws and does require its employees to undergo annual compliance training with respect thereto. Without limiting any of the confidentiality and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ obligations included in this Agreement, neither APS nor any of APS’s employees performing services under this agreement, shall discuss any information concerning the Company obtained by APS in the course of performing the Services with any financial, securities or industry analyst or with the media without the written agreement of Company 2019 If these terms meet with your approval, please sign and return a copy of this Agreement and wire transfer the amount to establish the retainer. We look forward to working with you. Sincerely yours, AP SERVICES, LLC /s/ ▇. ▇. ▇▇▇▇ ▇. ▇. ▇▇▇▇ Managing Director Acknowledged and Agreed to: CLOVER HEALTH INVESTMENTS CORPFTD COMPANIES, INC. /s/ ▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ Its: President and CEO Dated: June 2, 2019 Name Description Hourly Rate Commitment Full[1] or Part2 Time ▇▇▇▇ ▇▇▇▇▇ Chief Restructuring Officer $ 1,140 Full Time ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Associate Restructuring Officer $ 895 Full Time Name Description Hourly Rate Commitment Full1 or Part[2] Time ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Its: Managing Member Dated: 7/12/2021 | 8:08 PM EDTChapter 11 Reporting $ 945 Full Time Job Chan Asset Sales $ 665 Full Time Bassaam ▇▇▇▇▇ ▇▇▇▇ Management $ 615 Full Time ▇.▇. ▇▇▇▇▇ Cash Management $ 565 Full Time The parties agree that Exhibit A can be amended by AP Services, LLC from time to time to add or delete staff, and the Monthly Staffing Reports shall be treated by the parties as such amendments. [1] Full time is defined as substantially full time. [2] Part time is defined as approximately two to three days per week, with some weeks more or less depending on the needs and issues facing the Company at that time.
Appears in 1 contract
Sources: Agreement for the Provision of Interim Management Services (FTD Companies, Inc.)
Objectives and Tasks. Subject to APS’s AlixPartners’ (i) internal approval from its Risk Management Committee, (ii) confirmation the Company has a Directors and Officers Liability insurance policy in accordance with Section 7 the Indemnification section of the General Terms and Conditions regarding Directors and Officers Liability Insurance coverage, and (iii) receipt of a copy of the signed Board of Directors’ resolution (or similar document as required by the Company's ’s governance documents) as official confirmation of the appointment, APS all of which have been obtained, AlixPartners will provide ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ to serve as the Company’s Senior Vice President of Finance and, when the office becomes vacant, will become interim Chief Financial Officer ("“CFO"”), reporting as well as continuing to serve as CRO under the Company’s Chief Executive OfficerEngagement Letter. In addition to the ordinary course responsibilities of a CFO, ▇▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇▇ will work collaboratively with the senior management team, the Board of Directors and other Company professionals to assist perform the Company with the followingfollowing services: • Perform tasks ordinarily in the purview of the Company’s Chief Financial Officer, including supervision of the finance staff, communicating with the Company’s directors, executives and employees. • Prepare budgets and cash forecasts and evaluate variances thereto. • Strengthen the Company’s core competencies in the finance organization, particularly cash management, planning, general accounting accounting, and financial reporting information management. • As requiredAssist in developing and implementing cash management strategies, lead development of the Company’s business plantactics, and such other related forecasts as may be required by the Company for its corporate purposesprocesses. • Identify and implement both short-term and long-term liquidity and EBITDA generating initiatives. • Assist in negotiations with stakeholders and their representatives, specifically including landlords. Akumin Inc. • Develop and enhance management and Board reporting packages. • Communicate and/or negotiate with outside constituents, as appropriate, including the Company’s banks and their advisers. • Assist the Company with such other matters as may be requested by the Company and that fall within AlixPartners’ expertise that are mutually agreeable. AP Services | In addition to the CFO duties, AlixPartners will perform the following tasks: • Assist the Company with analyzing performance improvement and cash enhancement opportunities, including assisting with cost reduction initiatives, operational improvement initiatives, accounts receivable management, and accounts payable process improvement opportunities. • Assist the Company with assessing and providing improvement recommendations related to the Finance Operating Model (e.g., service delivery model, organization, processes, data, reporting, and system). • Assist the Company with merger and acquisition integration planning and execution for the finance function. • Assist the Company with such other finance transformation matters as may be requested that fall within AlixPartners’ expertise and that are mutually agreeable. • Work with the Company to collect, cleanse, and load data into AlixPartners’ proprietary Radial tool. • Assist the Company with designing the optimal organizational structure to improve the patient experience and reduce labor costs. • Assist the Company with the design of a Human Resources dashboard to assist with managing open positions. • Assist the Company with customer, product, and site profitability analysis. • Assist the Company with such other operational matters as may be requested that fall within AlixPartners’ expertise and that are mutually agreeable. • Complete an assessment of the Company’s financial, accounting, treasury, and reporting IT systems and identify process, systems, and EBITDA improvement opportunities. • Assist the Company with developing a technology implementation roadmap. Akumin Inc. • Assist the Company with such other IT matters as may be requested that fall within AlixPartners’ expertise and that are mutually agreeable. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ will be the Partner and Managing Director responsible for the overall engagement including the CFO and Finance Transformation support. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ will be the Partner and Managing Director responsible for operational support, and ▇▇▇▇▇ ▇▇▇▇▇▇ | ▇▇▇▇▇ ▇▇▇▇ | ▇▇▇will be the Partner and Managing Director responsible for IT support. Misters ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | 248.358.4420 | ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇.▇▇▇ ▇▇ ▇▇▇▇ will be the managing director responsible for the overall engagement, 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 AlixPartners has relationships with, and may periodically use, independent contractors with specialized skills and abilities to assist in this engagement. We will periodically review the staffing levels to determine the proper mix for this assignment. We will only use the necessary staff required to complete the requested or planned tasks. If we believe that staff in addition to ▇▇. ▇▇▇▇▇▇▇ is advisable we will review this with you AlixPartners commenced the operational support work on or around December 1, 2023 and will not add any additional staff without your consent. APS will commence this the interim CFO engagement on or about July 14around December 18, 2021 2023 after receipt of a copy of the this executed Agreement accompanied by the retainer, as set forth on Schedule Addendum 1 and confirmation of the Company’s compliance with the requirements set forth in the first paragraph of the Objective Objectives and Tasks section above. AlixPartners will commence addition support activities on a mutually agreeable date with the Company after an agreement on scope and timing is reached. The Company shall compensate APS AlixPartners for its services, and reimburse APS AlixPartners for expenses, as set forth on Schedule 1. APS recognizes that, APS and its employees may receive from the Company or others, information that may be considered "material, nonpublic information" concerning the Company or another public company that is subject to the reporting requirements of the Securities and Exchange Act of 1934, as amended. APS and each of its employees performing services under this Agreement agree NOT to: (a) buy, sell or effect any other transaction relating to any stock, option, bond, warrant or other security of any issuer (including the Company) with respect to which APS is then in possession of material, nonpublic information received from the Company or others; (b) provide Company with information with respect to any public company that may be considered material, nonpublic information; or (c) communicate or provide any material, nonpublic information to any other person, including any relative, associate, or other individual, who intends to, may, or in which it is reasonably foreseeable that such person is likely to (i) purchase or sell securities of any company with respect to which such information relates, or (ii) otherwise directly or indirectly benefit from such information. In addition, APS represents and warrants it will abide by applicable ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ laws and does require its employees to undergo annual compliance training with respect thereto. Without limiting any of the confidentiality and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ obligations included in this Agreement, neither APS nor any of APS’s employees performing services under this agreement, shall discuss any information concerning the Company obtained by APS in the course of performing the Services with any financial, securities or industry analyst or with the media without the written agreement of Company Akumin Inc. If these terms meet with your approval, please sign and return a copy of this Agreement and wire transfer the amount to establish the retainerAddendum 1. We look forward to working with you. Sincerely yours, AP SERVICESAlixPartners, LLC LLP /s/ ▇. ▇. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Partner & Managing Director Acknowledged and Agreed to: CLOVER HEALTH INVESTMENTS CORP. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Partner & Managing Director /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Partner & Managing Director /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Partner & Managing Director Acknowledged and Agreed to: AKUMIN INC. By: /s/ ▇▇▇▇▇ ▇▇▇▇ Its: Managing Member Chairman & CEO Dated: 7/12/2021 12/22/2023 | 8:08 6:19 PM EDTEST
Appears in 1 contract
Sources: Agreement for Interim Management & Consulting Services (Akumin Inc.)
Objectives and Tasks. Subject to APS’s AlixPartners’ (i) internal approval from its Risk Management Committee, (ii) confirmation the Company has a Directors and Officers Liability insurance policy in accordance with Section 7 the Indemnification section of the General Terms and Conditions regarding Directors and Officers Liability Insurance coverage, and (iii) receipt confirmation from the Company of a copy approval of this Agreement by the Special Committee of the signed Board of Directors’ resolution Directors (or similar document evidence as required by the Company's ’s governance documents) as official confirmation of the appointment, APS AlixPartners will provide ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ to serve as the Company’s Senior Vice President of Finance and, when the office becomes vacant, will become Chief Financial Restructuring Officer ("CFO"“CRO”), reporting to the Company’s Chief Executive Officer. In addition to the ordinary course responsibilities of CFO, ▇▇. ▇▇▇▇▇▇▇ will work Working collaboratively with the senior management team, the Board of Directors and other Company professionals to professionals, ▇▇. ▇▇▇▇▇▇▇ and AlixPartners will assist the Company with the following: • Perform tasks ordinarily in the purview of the Company’s Chief Financial Officer, including supervision of the finance staff, communicating with the Company’s directors, executives and employees. • Prepare budgets and 13-week cash forecasts and evaluate variances thereto. • Strengthen , as required by the Company’s core competencies in the finance organization, particularly cash management, planning, general accounting lenders and financial reporting information managementplan sponsor. • As requiredCommunicate with, lead development of and meet information needs of, the Company’s various constituencies, including potential exit lenders. • Assist the Company with the financial reporting requirements attendant to a bankruptcy filing, including, but not limited to, court orders, court-approved transactions, emergence, and fresh-start accounting. Akumin Inc. • Develop the Company’s revised business plan, and such other related forecasts as may be required by the Company’s lenders in connection with negotiations or by the Company for its other corporate purposes. • Develop a short-term cash disbursement plan designed to minimize cash requirements while maintaining the efficiency of operations, sustaining vendor relationships, and enhance management and Board reporting packages. • Communicate and/or negotiate with outside constituents, as appropriate, including minimizing the impact on the Company’s banks customer base. • Prepare for and file a bankruptcy petition, coordinating and providing administrative support for the proceeding and developing the Company’s plan of reorganization or other appropriate case resolution, if necessary. • In connection with a bankruptcy, prepare (i) a disclosure statement and plan of reorganization, (ii) a liquidation analysis, (iii) statements of financial affairs and schedules of assets and liabilities, (iv) a potential preference analysis, (v) a claims analysis, and (vi) monthly operating reports and other regular reporting required by the United States Bankruptcy Court, as necessary. • Coordinate the Company’s professionals assigned to sourcing, negotiating and implementing any financing, including debtor-in-possession and exit financing facilities, in conjunction with the plan of reorganization and the overall restructuring. • Manage 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 adviserseffort and individual work product to be consistent with the Company’s overall restructuring goals. • Create and communicate materials for diligence purposes and manage the flow of information to potential acquirers in connection a potential sale of the Company’s assets. • Assist the Company with such other matters as may be requested by the Company and are mutually agreeable. AP Services | ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ | ▇▇▇▇▇ ▇▇▇▇ | ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | 248.358.4420 | ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ ▇▇ ▇▇▇▇ will be the managing director responsible for the overall engagement, 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 contractors with specialized skills and abilities to assist in this engagement. We will periodically review the staffing levels to determine the proper mix for this assignment. We will only use the necessary staff required to complete the requested or planned tasks. If we believe that staff in addition to ▇▇. ▇▇▇▇▇▇▇ is advisable we will review this with you and will not add any additional staff without your consent. APS will commence this engagement on or about July 14, 2021 after receipt of a copy of the executed Agreement accompanied by the retainer, as set forth on Schedule 1 and confirmation of the Company’s compliance with the requirements set forth in the first paragraph of the Objective and Tasks section above. The Company shall compensate APS for its services, and reimburse APS for expenses, as set forth on Schedule 1. APS recognizes that, APS and its employees may receive from the Company or others, information that may be considered "material, nonpublic information" concerning the Company or another public company that is subject to the reporting requirements of the Securities and Exchange Act of 1934, as amended. APS and each of its employees performing services under this Agreement agree NOT to: (a) buy, sell or effect any other transaction relating to any stock, option, bond, warrant or other security of any issuer (including the Company) with respect to which APS is then in possession of material, nonpublic information received from the Company or others; (b) provide Company with information with respect to any public company that may be considered material, nonpublic information; or (c) communicate or provide any material, nonpublic information to any other person, including any relative, associate, or other individual, who intends to, may, or in which it is reasonably foreseeable that such person is likely to (i) purchase or sell securities of any company with respect to which such information relates, or (ii) otherwise directly or indirectly benefit from such information. In addition, APS represents and warrants it will abide by applicable ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ laws and does require its employees to undergo annual compliance training with respect thereto. Without limiting any of the confidentiality and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ obligations included in this Agreement, neither APS nor any of APS’s employees performing services under this agreement, shall discuss any information concerning the Company obtained by APS in the course of performing the Services with any financial, securities or industry analyst or with the media without the written agreement of Company If these terms meet with your approval, please sign and return a copy of this Agreement and wire transfer the amount to establish the retainer. We look forward to working with you. Sincerely yours, AP SERVICES, LLC /s/ ▇. ▇. ▇▇▇▇ ▇. ▇. ▇▇▇▇ Managing Director Acknowledged and Agreed to: CLOVER HEALTH INVESTMENTS CORP. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Its: Managing Member Dated: 7/12/2021 | 8:08 PM EDT
Appears in 1 contract
Sources: Agreement for Interim Management Services (Akumin Inc.)
Objectives and Tasks. Subject to APS’s (i) internal approval from its Risk Management Committee, (ii) confirmation 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 (iii) receipt of a copy of the signed Board of Directors’ resolution (or similar document as required by the Company's governance documents) as official confirmation of the appointment, APS will provide B▇▇▇▇ ▇▇▇▇▇▇▇ Roof to serve as the Company’s Senior Vice President of Finance and, when the office becomes vacant, will become Chief Financial Officer ("CFO"), reporting to the Company’s Chief Executive OfficerOfficer and the Board of Directors. In addition to the ordinary course responsibilities of CFO, ▇▇. ▇▇▇B▇▇▇▇ will work collaboratively with the senior management team, the Board of Directors and other Company professionals to assist the Company with the following: • Perform tasks ordinarily in the purview of the Company’s Chief Financial Officer, including supervision of the finance staff, communicating with the Company’s directors, executives and employees. • · Prepare budgets and cash forecasts and evaluate variances thereto, as required by the Company’s Board of Directors. • · Strengthen the Company’s core competencies in the finance organization, particularly cash management, planning, general accounting and financial reporting information management. • As required, lead development of · Develop the Company’s revised business plan, and such other related forecasts as may be required by the Company’s Board in connection with fund raising or by the Company for its other corporate purposes. • · Develop a short-term operating plan designed to minimize cash requirements while maintaining the efficiency of operations, sustaining vendor relationships, and minimizing the impact on the Company’s ability to launch a new electric vehicle. · Create and communicate materials for diligence purposes and manage the flow of information to potential investors in connection with raising additional capital. Lordstown Motors Corp. · Assist in developing and implementing cash management strategies, tactics and processes. · Develop and enhance management and Board reporting packagesmanagement. • · Communicate and/or negotiate with outside constituents, as appropriate, constituents including the Company’s banks advisers and their adviserspotential investors. • · Oversee the preparation of the Company’s financial statements, including supporting the work of the Company’s outside auditors. · In compliance with Sarbanes Oxley 302 and 404, review for accuracy and finalize the Company’s filing with the Securities and Exchange Commission, including the execution of any certifications and representation letters deliverable by the Company’s CFO. · Assist in the resolution of the SEC investigation. · Assist the Company with such other matters as may be requested by the Company and are mutually agreeable. AP Services | ▇▇▇▇ ▇M▇▇▇ ▇▇▇▇▇▇ | ▇▇▇▇▇ and B▇▇▇▇ | ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | 248.358.4420 | ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ ▇▇ ▇▇▇▇ will be the managing director directors responsible for the overall engagement, 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 contractors with specialized skills and abilities to assist in this engagement. We will periodically review the staffing levels to determine the proper mix for this assignment. We will only use the necessary staff required to complete the requested or planned tasks. If we believe that staff in addition to ▇▇. ▇▇▇▇▇▇▇ is advisable we will review this with you and will not add any additional staff without your consent. APS will commence this engagement on or about July 14June 11, 2021 after receipt of a copy of the executed Agreement accompanied by the retainer, as set forth on Schedule 1 and confirmation of the Company’s compliance with the requirements set forth in the first paragraph of the Objective and Tasks section above. The Company shall compensate APS for its services, and reimburse APS for expenses, as set forth on Schedule 1. APS recognizes that, APS and its employees may receive from the Company or others, information that may be considered "material, nonpublic information" concerning the Company or another public company that is subject to the reporting requirements of the Securities and Exchange Act of 1934, as amended. APS and each of its employees performing services under this Agreement agree NOT to: (a) buy, sell or effect any other transaction relating to any stock, option, bond, warrant or other security of any issuer (including the Company) with respect to which APS is then in possession of material, nonpublic information received from the Company or others; (b) provide Company with information with respect to any public company that may be considered material, nonpublic information; or (c) communicate or provide any material, nonpublic information to any other person, including any relative, associate, or other individual, who intends to, may, or in which it is reasonably foreseeable that such person is likely to (i) purchase or sell securities of any company with respect to which such information relates, or (ii) otherwise directly or indirectly benefit from such information. In addition, APS represents and warrants it will abide by applicable ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ laws and does require its employees to undergo annual compliance training with respect thereto. Without limiting any of the confidentiality and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ obligations included in this Agreement, neither APS nor any of APS’s employees performing services under this agreement, shall discuss any information concerning the Company obtained by APS in the course of performing the Services with any financial, securities or industry analyst or with the media without the written agreement of Company If these terms meet with your approval, please sign and return a copy of this Agreement and wire transfer the amount to establish the retainer. We look forward to working with you. Sincerely yours, AP SERVICES, LLC /s/ ▇. ▇. ▇▇▇▇ ▇. ▇. ▇▇▇▇ Managing Director Acknowledged and Agreed to: CLOVER HEALTH INVESTMENTS CORP. By: /s/ ▇▇M▇▇▇ ▇▇▇▇▇▇▇▇▇ /s/ B▇▇▇▇ Roof M▇▇▇ ▇▇▇▇▇▇▇▇▇ Managing Director B▇▇▇▇ ▇▇▇▇ Managing Director Acknowledged and Agreed to: LORDSTOWN MOTORS CORP. By: /s/ K▇▇▇▇ ▇▇▇▇▇▇▇ Its: Managing Member Director Dated: 7/12/2021 | 8:08 PM EDTJune 8, 2021 AP Services, LLC General Terms and Conditions These General Terms and Conditions (“Terms”) are incorporated into the Agreement to which these Terms are attached. In case of conflict between the wording in the letter and/or schedule(s) and these Terms, the wording of the letter and/or schedule(s) shall prevail.
Appears in 1 contract
Sources: Agreement for the Provision of Interim Management Services (Lordstown Motors Corp.)