The Restructuring Support Agreement Sample Clauses

The Restructuring Support Agreement. The Restructuring Support Agreement shall not have been terminated and shall remain in full force and effect and the PFA Order shall have become a Final Order and remain in full force and effect; provided that a termination of the Restructuring Support Agreement as to any party thereto where the termination occurs only as to such party and the Restructuring Support Agreement remains in full force and effect with respect to the other parties thereto, shall not mean the Restructuring Support Agreement has been terminated or is not in full force and effect for purposes of this paragraph.
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The Restructuring Support Agreement. On August 6, 2014, after months of intensive negotiations, Eagle and a majority of holders of loans under the Prepetition Credit Facility, who hold substantially in excess of two-thirds of the principal amounts outstanding thereunder, entered into the Restructuring Support Agreement. The Restructuring Support Agreement bound the Consenting Lenders to support a restructuring, to be consummated through a prepackaged chapter 11 plan of reorganization, which would substantially reduce Eagle’s debt burden and solidify Eagle’s long-term growth and operating performance. Specifically, the parties agreed to support the Plan that embodied the terms set forth in a term sheet annexed to the Restructuring Support Agreement. These terms provided for the following: ● The Prepetition Credit Facility Lenders will receive 99.5% of the New Eagle Common Stock (subject to dilution) and the Prepetition Credit Facility Cash Distribution. ● Unimpairment of all General Unsecured Claims under section 1124 of the Bankruptcy Code. ● Equity Interests will be cancelled as of the Effective Date and holders of such Equity Interests will receive the Shareholder Equity Distribution, representing 0.5% of the New Eagle Common Stock (or, if applicable, the Shareholder Cash Distribution), and the New Eagle Equity Warrants, representing 7.5% of the New Eagle Common Stock (each, subject to dilution), which are being provided to holders of Equity Interests in exchange for the surrender or cancellation of their Equity Interests and for the releases by such holders of the Released Parties. This value is being provided to holders of Equity Interests solely from amounts that would otherwise be distributable to the Prepetition Credit Facility Lenders. ● Establishment of a Management Incentive Program that provides senior management and certain other employees with 2.0% of the shares of the New Eagle Common Stock and two tiers of stock options with staggered strike prices based on increasing equity values (each, on a fully diluted basis). Pursuant to the Management Incentive Program, no less than 2.5% of the shares of New Eagle Common Stock (on a fully diluted basis), subject to upward adjustment as may be agreed by the Debtor and the Majority Consenting Lenders prior to the Effective Date, will also be reserved for future issuances by the Reorganized Debtor to senior management and certain other employees of the Reorganized Debtor at the direction of the New Board. ● Entry into the Exit Financing Fac...
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Related to The Restructuring Support Agreement

  • Support Agreement CFSC will not terminate, or make any amendment or modification to, the Support Agreement which, in the determination of the Agent, adversely affects the Banks’ interests pursuant to this Agreement, without giving the Agent and the Banks at least thirty (30) days prior written notice and obtaining the written consent of the Majority Banks.

  • Support Agreements Each member of the Seller Board shall have executed and delivered to Buyer a Support Agreement in the form attached as Exhibit A.

  • Restructuring Transactions On the Effective Date, the Debtor, Newco, GP, Finance Co and Merger Co shall enter into the Consensual Transaction described in Section 3 of the Implementation Plan attached to the Transaction Support Agreement as Exhibit B. On the later of the Effective Date and the Merger Date, the Debtor and Merger Co will enter into a merger agreement under which the Debtor will merge with Merger Co, and following the merger, the Debtor will be the surviving and successor entity. The actions to implement this Plan and the Implementation Plan may include, in accordance with the consent rights in the Transaction Support Agreement: (a) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan and the Transaction Support Agreement and that satisfy the applicable requirements of applicable law and any other terms to which the applicable Entities may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and the Transaction Support Agreement and having other terms for which the applicable parties agree; (c) the filing of appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state or provincial law; (d) the execution and delivery of contracts or agreements, including, without limitation, transition services agreements, employment agreements, or such other agreements as may be deemed reasonably necessary to effectuate the Plan in accordance with the Transaction Support Agreement; and (e) all other actions that the applicable Entities determine to be necessary, including making filings or recordings that may be required by applicable law in connection with the Plan.

  • Termination Agreement 8.01 Notwithstanding any other provision of this Agreement, WESTERN, at its sole option, may terminate either a Purchase Order or this Agreement at any time by giving fourteen (14) days written notice to CONSULTANT, whether or not a Purchase Order has been issued to CONSULTANT.

  • Arrangement Agreement This Plan of Arrangement is made pursuant to, and is subject to the provisions of, the Arrangement Agreement, except in respect of the sequence of the steps comprising the Arrangement, which shall occur in the order set forth herein.

  • Lock-Up Agreement The Underwriters shall have received all of the Lock-Up Agreements referenced in Section 4 and the Lock-Up Agreements shall remain in full force and effect.

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • Acquisition Agreement Trade Republic acquires Securities outside of Germany if (1) Trade Republic, as a commission agent, executes buy orders in German domestic or foreign Securities outside of Germany or (2) Trade Republic, as a commission agent, executes buy orders in foreign Securities that are traded on the exchange or OTC in Germany but are usually acquired outside of Germany.

  • Modification of Settlement Agreement 9.1 Any modification to this Settlement Agreement shall be in writing and signed by the Parties.

  • EXECUTION OF SETTLEMENT AGREEMENT 37. This Settlement Agreement may be signed in one or more counterparts which together shall constitute a binding agreement.

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