Plan Transactions Clause Samples

Plan Transactions. On or prior to the Effective Date, all Conditions Precedent must be satisfied or waived in accordance with the Plan and the Sanction Order, and all actions, documents, agreements and funding necessary to implement all of the following transactions must be in place and be final and irrevocable prior to the Effective Date and shall then be held in escrow and shall be released without any further act or formality, and no other act or formality shall be required. On the Effective Date: (a) the Company will complete the Acquisition Transactions, including that all Acquired Securities shall be transferred to and vest in the Purchaser; (b) all Secured Debentures shall be cancelled and shall be of no further force or effect, and the obligations of the Company thereunder or in any way related thereto shall be satisfied and discharged, with no compensation or participation being provided or payable therefor, or in connection therewith (except as expressly provided in this Plan), and all certificates or documents formerly representing the Secured Debentures shall be deemed to be cancelled and shall be null and void; (c) the Company and the Operating Subsidiaries, as applicable, shall each forgive and absolutely release and discharge the other for and from the Intercompany Receivables and the Intercompany Payables, and any and all obligations of each and the other in respect thereof; and (d) all definitive legal documentation contemplated by the Plan and the Sanction Order, and necessary to complete the Plan Transactions, shall have been finalized, executed and held in escrow for release on the Effective Date. Notwithstanding anything to the contrary herein, after the Effective Date, the Company shall take such steps as are necessary to record, document and give effect to the Plan Transactions.