Restructuring Arrangements Sample Clauses
The Restructuring Arrangements clause outlines the procedures and conditions under which parties may reorganize their contractual relationship, typically in response to financial difficulties or significant changes in circumstances. This clause may specify steps such as negotiation periods, required notifications, and the types of restructuring actions permitted, such as debt rescheduling or asset transfers. Its core function is to provide a clear framework for adapting the agreement to new realities, thereby minimizing disputes and facilitating a smoother transition during periods of change.
Restructuring Arrangements. (a) Subject to Section 3.10, upon the entry of the PSA Court Order, the terms and conditions of this Term Sheet, together with the Plan Support Agreement, shall be immediately effective and shall be deemed to be a binding contract between the CHC Parties and the Milestone Parties. After the PSA Approval Date, this Term Sheet shall constitute a legally binding amendment of the Existing Facility Documents in respect of the Committed Aircraft as and to the extent expressly set forth herein, and a legally binding agreement with respect to the Incremental Aircraft and the Financed Aircraft on the terms and conditions expressly set forth herein. For the avoidance of doubt, the parties acknowledge and agree that the PSA Court Order shall not provide for the assumption of any of the Existing Facility Documents in respect of the Committed Aircraft or Rejected Aircraft pursuant to Section 365(a) of the Bankruptcy Code.
(b) Notwithstanding anything in this Term Sheet to the contrary, to the extent the applicable CHC Party has, prior to the date of this Term Sheet, paid to the applicable Milestone Party, in respect of each applicable Committed Aircraft, Basic Rent (as specified in the applicable Existing Facility Documents as in effect prior to the Petition Date) for such Committed Aircraft that fell due after the Petition Date but on or prior to August 3, 2016, such amounts shall be retained by the applicable Milestone Party as its property and shall be credited as contemplated under this Term Sheet (including under Sections 3.3(c) and 3.3(e) of this Term Sheet), but shall not be otherwise credited or offset against any other amount payable under this Term Sheet. [*] Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.
(c) Within 10 Business Days following the PSA Approval Date, the applicable CHC Party will make a payment to the applicable Milestone Party in an amount in cash equal to the daily pro rata amount of the Monthly Rent (as set forth on Schedule A-1) in respect of each Committed Aircraft for each day during the period commencing on and including the Petition Date to, but excluding, the first Basic Rent Date (as specified in such applicable Existing Facility Documents) for such Committed Aircraft next following July 5, 2016 in respect of which the applicable Milestone Party received or ...
Restructuring Arrangements. 14 Section 4.1 IACI Restructuring...................................................................14 Section 4.2 Effect of an IACI Restructuring......................................................17 Section 4.3 Indemnity............................................................................17 ARTICLE V TERMINATION....................................................................................18 Section 5.1 Termination..........................................................................18 Section 5.2 Effect of Termination................................................................18
Restructuring Arrangements. The Seller shall, and the Seller Shareholder shall procure the Seller and its relevant Affiliates and Target Group Companies, complete the shareholding restructuring as soon as reasonably practicable after the Signing Date (in any event before the Long Stop Date) in accordance with applicable Laws and the following requirements so that upon completion, the Seller will hold 100% issued and outstanding share capital of the New Target Company, and the New Target Company shall hold all the Acquired Interests (in the case of the HK Acquired Interests, indirectly via the New Cayman Sub), in each case, as shown in the structure chart set forth in Schedule F of this Agreement (the “Restructuring”):
(a) the Seller shall acquire all of the outstanding share capital of the New Target Company from the then shareholder(s) of the New Target Company for nil consideration, and the New Target Company shall acquire all of the outstanding share capital of the New Cayman Sub from the then shareholder(s) of the New Cayman Sub for nil consideration;
(b) the Seller shall transfer the HK Acquired Interests to the New Target Company at a consideration approved by the Buyer in exchange for issuance of one (1) ordinary share by the New Target Company, upon completion of which the New Target Company shall transfer the HK Acquired Interests to the New Cayman Sub at the same consideration, which in turn shall be settled by the New Cayman Sub issuing one (1) ordinary share to the New Target Company;
(c) the Cayman Seller shall transfer the Cayman Target Company to the Seller at a consideration approved by the Buyer, which shall be settled by the Seller executing and delivering to the Cayman Seller a promissory note for a principal amount equal to the transfer price of this step; and
(d) the Seller shall transfer the Cayman Target Company to the New Target Company at a consideration equal to the amount set forth in Section 5.8(c) in exchange for issuance of one (1) ordinary share by the New Target Company. The Seller Shareholder and the Seller shall, and shall procure their respective relevant Affiliates to, pay or procure payment of any and all Taxes arising from or in connection with the Restructuring in accordance with applicable Laws, and shall provide the Buyer with evidence of the completion of the Restructuring and payment of Taxes. The Seller Shareholder and the Seller shall keep the Buyer reasonably informed of the progress of the Restructuring, and the Buyer shall be given reas...
Restructuring Arrangements. (a) Orbital agrees to continue actively to pursue discussions with potential investors in ORBCOMM. Orbital further agrees to consider facilitating the infusion of additional equity into ORBCOMM by issuing a security of Orbital that would be convertible into an equity interest in ORBCOMM, with the proceeds of such issuance to be directed to ORBCOMM. Teleglobe and ORBCOMM agree to support such efforts by Orbital and to cooperate with Orbital in order to obtain such new equity investment as promptly as practicable. The parties will endeavor to close a transaction with a new equity investor on or before September 15, 2000.
Restructuring Arrangements