Other Material Provisions Sample Clauses

Other Material Provisions. Releases Customary releases and exculpations to the fullest extent permitted by law in favor of the Company, officers, directors, employees, estate fiduciaries and advisors to the same, the DIP Lenders, the Ad Hoc First Lien Group, Ad Hoc Second Lien Group, the First Lien Agent, the Second Lien Trustee, any other parties to the Restructuring Support Agreement, and their respective related parties. Exemption Under Section 1145 of the Bankruptcy Code To the extent applicable and permitted under applicable law, the Plan and Confirmation Order shall provide, that the issuance and distribution of any securities thereunder, including the New Common Equity and New Second Lien Warrants, will be exempt from the registration requirements under applicable securities laws in accordance with section 1145 of the Bankruptcy Code or any other applicable securities laws exemption to the fullest extent possible. Corporate Governance Reorganized Audacy will be a private company, to the extent permitted by applicable law. New Governance Documents for Reorganized Audacy following the Plan Effective Date shall contain customary protections for minority equity holders in form and substance acceptable to the Required Consenting Second Lien Noteholders. The board of directors of Reorganized Audacy (the “New Board”) shall be comprised of seven (7) members selected as follows: Five (5) members selected by the Ad Hoc First Lien Group, one (1) member selected by the Ad Hoc Second Lien Group (which member must be to the reasonable satisfaction of the Required Consenting First Lien Lenders and be an “industry” expert or specialist), and Xxxxx Xxxxx while employed by Reorganized Audacy and as outlined below. RSA Ex. 2 - p. 22 Management Incentive Plan Within 120 days following the Plan Effective Date, the New Board shall adopt a management incentive plan (the “MIP”) that provides for the issuance of equity, options and/or other equity-based awards (collectively, “Awards”) to employees and directors of Reorganized Audacy. Ten percent (10%) of the fully diluted New Common Equity of Reorganized Audacy that are issued and outstanding on the Plan Effective Date shall be reserved for issuance under the MIP (the effect of such issuances of New Common Equity, the “MIP Dilution”). The amount of New Common Equity to be allocated and awarded under the MIP, the form of the Awards (i.e., stock options, restricted stock, appreciation rights, etc.), the participants in the MIP, the allocations of the A...
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Other Material Provisions. 1. Upon the Security Assignment, the Assignee shall become fully entitled to enforce all of the rights, claims and receivables assigned by the Assignor, subject to the occurrence of a relevant event as specified in the Assignment Agreement. 2. The Assignor shall deposit the promissory notes (including promissory note declarations) issued by GA Polyolefins in favour of the Assignor in connection with the Loan Agreement of May 31st 2020 between Grupa Azoty S.A., Grupa Azoty Zakłady Chemiczne Police S.A. and Grupa Azoty Polyolefins S.A., and with the Support Loan Provision Guarantee Agreement of May 31st 2020 between Grupa Azoty Polyolefins S.A., Grupa Azoty S.A., Grupa Azoty Zakłady Chemiczne Police S.A. and Bank Polska Kasa Opieki S.A.) with the Assignee. 3. The Assignor shall grant power of attorney to the Assignee to take any action that the Assignor is required to take under the Assignment Agreement and that it has failed to take. 4. The Assignor shall make a declaration on voluntary submission to enforcement under Art. 777 of the Polish Code of Civil Procedure of November 17th 1964 in favour of the Assignee with respect to the subordinated loans granted by the Assignor to GA Polyolefins and assigned to the Assignee as a security under the Assignment Agreement.
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Other Material Provisions. 8.1 All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given and received (i) on the date of service if personally served on the party to whom notice is to be given, (ii) on the date of transmission if sent by telephone facsimile or telecopy to the number set forth below where confirmation is provided by the sending machine and a copy of the notice and confirmation is sent to the party to whom notice is to be given, by first class United States mail, postage prepaid and addressed as follows, (iii) on the third day after the date of the postmark of deposit if mailed to the party to whom notice is to be given, by first class United States mail, registered or certified, postage prepaid and properly addressed as follows, or (iv) on the second day after deposit with a nationally recognized private express courier service providing proof of receipt and delivery and guaranteed "same day" or "next day" delivery and properly addressed as follows. If to Employer: If to Employee: Any party may change their address for purposes of this Section 8.1 by giving the other parties written notice of the new address in the manner set forth above.
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Other Material Provisions. Rights Offering: Pursuant to the Rights Offering, eligible 1.5L Noteholders will be offered the right to purchase New Common Shares for an aggregate purchase price of up to $475,000,000 (the “Rights Offering Amount”). The overall percentage of New Common Shares being issued in the Rights Offering, in each case subject to dilution by the Xxxxx Shares and the EIP Shares, is approximately 76.2%-78.0%, consisting of (i) approximately 55.6% in the case of Rights Offering Shares purchased for cash and (ii) approximately 20.6%-22.4% in the case of Rights Offering Shares purchased for Reinstated 1.25L Notes, depending on the amount of Reinstated 1.25L Notes being exchanged in the Rights Offering (which amount will be between $138,000,000 and $150,000,000). The Rights Offering will be backstopped by the Backstop Parties pursuant to the Backstop Agreement in exchange for (i) the Backstop Commitment Premium, and (ii) the right to exchange Reinstated 1.25L Notes as described below. Subject to the terms of the Backstop Agreement, the Backstop Parties shall backstop the aggregate purchase price of $463 million, (a) $220.6 million of which shall be backstopped by Apollo ($20.6 million of which shall be funded through the exchange of $20.6 million in aggregate principal amount of Reinstated 1.25L Notes held by Apollo on the terms set forth in the Backstop Agreement, which amount shall reduce the aggregate amount of Apollo’s purchase rights in the Rights Offering on a dollar for dollar basis), (b) $192.4 million of which shall be backstopped by Xxxxxxx ($117.4 million of which shall be funded through the exchange of $117.4 million in aggregate principal amount of Reinstated 1.25L Notes held by Xxxxxxx on the terms set forth in the Backstop Agreement, which amount shall reduce the aggregate amount of Xxxxxxx’x purchase rights in the Rights Offering on a dollar for dollar basis), (c) $42.5 million shall be backstopped by Avenue, and (d) $7.5 million shall be backstopped by Access, provided, that an additional $12 million aggregate purchase price, to be funded through the exchange of Reinstated 1.25L Notes on the terms set forth in the Backstop Agreement, may be backstopped by the Backstop Parties with the consent of the Initial Supporting Noteholders in accordance with the terms of the Backstop Agreement. The Company shall pay all accrued but unpaid interest in Cash to the holders of the Reinstated 1.25L Notes in connection with the foregoing exchanges. Discount: Rights Offe...
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Other Material Provisions. 1. This employment shall be governed by Danish law, and the Salaried Employees Act and “Lederaftalen” shall apply for this contract.
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Related to Other Material Provisions

  • Provisions for Covered Entity to Inform Business Associate of Privacy Practices and Restrictions (a) Covered Entity shall notify Business Associate of any limitation(s) in the notice of privacy practices of Covered Entity under 45 CFR 164.520, to the extent that such limitation may affect Business Associate’s use or disclosure of protected health information.

  • Vendor Logo (Supplemental Vendor Information Only) No response Optional. If Vendor desires that their logo be displayed on their public TIPS profile for TIPS and TIPS Member viewing, Vendor may upload that logo at this location. These supplemental documents shall not be considered part of the TIPS Contract. Rather, they are Vendor Supplemental Information for marketing and informational purposes only. Bid Attributes Disadvantaged/Minority/Women Business & Federal HUBZone Some participating public entities are required to seek Disadvantaged/Minority/Women Business & Federal HUBZone ("D/M/WBE/Federal HUBZone") vendors. Does Vendor certify that their entity is a D/M/WBE/Federal HUBZone vendor? If you respond "Yes," you must upload current certification proof in the appropriate "Response Attachments" location. NO Historically Underutilized Business (HUB) Some participating public entities are required to seek Historically Underutilized Business (HUB) vendors as defined by the Texas Comptroller of Public Accounts Statewide HUB Program. Does Vendor certify that their entity is a HUB vendor? If you respond "Yes," you must upload current certification proof in the appropriate "Response Attachments" location. No National Coverage Can the Vendor provide its proposed goods and services to all 50 US States? Yes

  • Disclosure to Representatives Recipient agrees that it shall maintain the Confidential Information in strict confidence and that the Confidential Information shall not, without Provider’s prior written consent, be disclosed by Recipient or by its affiliates, or their respective officers, directors, partners, employees, agents, or representatives (collectively, “Representatives”) in any manner whatsoever, in whole or in part, and shall not be used by Recipient or by its Representatives other than in connection with the Solicitation and the evaluation or negotiation of the Agreement; provided that, PG&E may use Confidential Information, consolidated with other market information and not specifically attributed to the Provider, to analyze or forecast market conditions or prices, for its own internal use or in the context of regulatory or other proceedings. Moreover, Recipient agrees to transmit the Confidential Information only to such of its Representatives who need to know the Confidential Information for the sole purpose of assisting Recipient with such permitted uses, as applicable; provided that, Recipient shall inform its Representatives of this Confidentiality Agreement and secure their agreement to abide in all material respects by its terms. In any event, Recipient shall be fully liable for any breach of this Confidentiality Agreement by its Representatives as though committed by Recipient itself.

  • Statement of Additional Information We shall provide you with a copy of the Trust’s current statement of additional information, including any amendments or supplements to it (“SAI), in a form suitable for reproduction , but we will not pay Printing Expenses or other expenses with respect to the SAI.

  • Certification of Public Information Each Borrower and each Lender acknowledge that certain of the Lenders may be “public-side” Lenders (Lenders that do not wish to receive material non-public information with respect to any Group Member or its Securities) and, if documents or notices required to be delivered pursuant to this Section 5.01 or otherwise are being distributed through IntraLinks/IntraAgency, SyndTrak or another relevant website or other information platform (the “Platform”), any document or notice that the Borrower Representative has indicated contains Non-Public Information shall not be posted on that portion of the Platform designated for such public-side Lenders. The Borrower Representative agrees to clearly designate all Information provided to the Administrative Agent by or on behalf of the Borrowers which is suitable to make available to Public Lenders. If the Borrower Representative has not indicated whether a document or notice delivered pursuant to this Section 5.01 contains Non-Public Information, the Administrative Agent reserves the right to post such document or notice solely on that portion of the Platform designated for Lenders who wish to receive material non-public information with respect to any Group Member and its Securities; and

  • Documentation of Disclosures Business Associate agrees to document disclosures of PHI and information related to such disclosures as would be required for a Covered Entity to respond to a request by an individual for an accounting of disclosures of PHI in accordance with 45 C.F.R. 164.528 and HITECH.

  • Disclosure to Third Parties (a) Notwithstanding the foregoing provisions of Section 7.1, the Parties may disclose Confidential Information belonging to the other Party:

  • Confidentiality of Listing Information Verizon shall accord Reconex Listing Information the same level of confidentiality that Verizon accords its own listing information, and shall use such Listing Information solely for the purpose of providing directory-related services; provided, however, that should Verizon elect to do so, it may use or license Reconex Listing Information for directory publishing, direct marketing, or any other purpose for which Verizon uses or licenses its own listing information, so long as Reconex Customers are not separately identified as such; and provided further that Reconex may identify those of its Customers who request that their names not be sold for direct marketing purposes, and Verizon shall honor such requests to the same extent it does so for its own Customers. Verizon shall not be obligated to compensate Reconex for Verizon’s use or licensing of Reconex Listing Information.

  • Disclosure to FERC its Staff, or a State. Notwithstanding anything in this Article 22 to the contrary, and pursuant to 18 C.F.R. section 1b.20, if FERC or its staff, during the course of an investigation or otherwise, requests information from one of the Parties that is otherwise required to be maintained in confidence pursuant to this Agreement or the NYISO OATT, the Party shall provide the requested information to FERC or its staff, within the time provided for in the request for information. In providing the information to FERC or its staff, the Party must, consistent with 18 C.F.R. section 388.112, request that the information be treated as confidential and non-public by FERC and its staff and that the information be withheld from public disclosure. Parties are prohibited from notifying the other Parties to this Agreement prior to the release of the Confidential Information to the Commission or its staff. The Party shall notify the other Parties to the Agreement when it is notified by FERC or its staff that a request to release Confidential Information has been received by FERC, at which time the Parties may respond before such information would be made public, pursuant to 18 C.F.R. section 388.112. Requests from a state regulatory body conducting a confidential investigation shall be treated in a similar manner if consistent with the applicable state rules and regulations. A Party shall not be liable for any losses, consequential or otherwise, resulting from that Party divulging Confidential Information pursuant to a FERC or state regulatory body request under this paragraph.

  • Provision of further information The Borrower will, as soon as practicable after receiving the request, provide the Agent with any additional financial or other information relating:

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