Transaction Overview Sample Clauses
POPULAR SAMPLE Copied 1 times
Transaction Overview. Strict Foreclosure Transaction The Restructuring shall be effected as follows promptly after the occurrence of one or more Events of Default under the 2019 and 2020 Indentures: The following NewCo entities shall have been formed prior to the consummation of the Strict Foreclosure Transaction: (i) a limited liability company (“Bondholder NewCo”), which, if desired, could be classified as a C-corporation, (ii) a direct subsidiary of Bondholder NewCo, which will also be a holding company, and may be an LLC (including an LLC classified as a corporation) or a C-Corp (“Bondholder Intermediate Holdco”), and (iii) a direct subsidiary of Bondholder Intermediate Holdco, which may be a C-Corp or an LLC classified as a corporation (“Bondholder OpCo”) (the parties agreeing that they will work cooperatively with each other in performing additional tax, securities and corporate law analysis necessary to determine the most efficacious form of entities to ultimately use to effectuate the Restructuring); At the direction of the respective Indenture Trustees, who in turn shall be acting at the direction of the respective holders of a majority of the 2019 and 2020 Notes, and with the consent of the Revolver Administrative Agent, the Collateral Agent under, and as defined in, that certain Collateral Agreement, dated as of April 29, 2011 (the “Collateral Agreement”), among the Company, certain of its direct and indirect subsidiaries, the Revolver Administrative Agent, the Indenture Trustee under the 2019 Indenture, and ComputerShare Trust Company, N.A., as successor to U.S. Bank National Association, as Collateral Agent (together with any sub-collateral agent appointed by such collateral agent, the “Collateral Agent”), and CCFI shall enter into and consummate a strict foreclosure agreement (the “Strict Foreclosure Agreement”), substantially in the form attached hereto as Exhibit A, pursuant to which the Collateral Agent shall acquire, in full satisfaction of all 2019 and 2020 Note Claims, the transferrable right to acquire all right, title and interest in and to, all of the pledged equity interests in the first-tier subsidiaries of CCFI and all other assets of CCFI, free and clear of all liens, claims and encumbrances, (the “Specified Collateral”), and, if Required Consenting Noteholders have consented to such merger, thereafter CCFI shall merge with and into Bondholder NewCo, or a direct or indirect subsidiary thereof, at a time to be determined; The Collateral Agent shall ...
Transaction Overview. Spectral shall acquire 100% of the issued and outstanding capital stock of Snack Prompt (the “Transaction”). The closing of the Transaction shall occur on a mutually agreed date following completion of due diligence and satisfaction of closing conditions (the “Closing Date”). Snack Prompt shall be delivered to Spectral without debt and without any other operating subsidiaries.
Transaction Overview. On January 7, 2017 Aurobindo Pharma Limited (APL) , by & through Agile Pharma BV* made an announcement having entered into a Binding agreement to acquire Generis Farmaceutica SA and its subsidiaries (“Generis”).
Transaction Overview. The Agreement provides the Parties with a path to a full integration of the Agua Rica project and the Alumbrera mine technically and legally. The ownership of the Parties upon the consummation of the integration structure is set forth below: Yamana 56.25% Glencore 25.00% Goldcorp 18.75% In respect of the contribution of the Parties, Yamana will contribute its current 100% interest in the Agua Rica project and its 12.5% interest in Alumbrera, while Glencore and Goldcorp will contribute their respective 50% and 37.5% interests in Alumbrera. Full integration is expected to occur with the filing of the full feasibility study and EIA. The integration transaction structure will be determined based on the final construction financing plan, which may include completing a business transaction or other monetization event involving one or more third parties with respect to the Integration Project, and which may include a going public transaction. During this period the Parties will further advance the technical work to facilitate the permitting and dialogue with communities and stakeholders, perform confirmatory due diligence, finalize binding agreements with government stakeholders and finalize the legal integration structure. Qualified Persons Scientific and technical information contained in this press release has been reviewed and approved by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (Senior Director, Geology and Mineral Resources). ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ is an employee of Yamana Gold Inc. and a "Qualified Person" (“QP”) as defined by Canadian Securities Administrators' National Instrument 43-101 - Standards of Disclosure for Mineral Projects. Mineral Reserve Statement, Agua Rica Project Proven Mineral Reserves Tonnes Grade Contained (000's) (g/t) oz. (000's) Probable Mineral Reserves Tonnes Grade Contained (000's) (g/t) oz. (000's) Total Tonnes (000's) Proven Grade (g/t) & Probable Contained oz. (000's) Gold 384,871 0.25 3,080 524,055 0.21 3,479 908,926 0.22 6,559 Silver 384,871 3.7 46,176 524,055 3.3 56,070 908,926 3.5 102,246 Tonnes (000's) Grade (%) Contained lbs (mm) Tonnes (000's) Grade (%) Contained lbs (mm) Tonnes (000's) Grade (%) Contained lbs (mm) Copper 384,871 0.56 4,779 524,055 0.43 5,011 908,926 0.49 9,790 Moly 384,871 0.033 279 524,055 0.030 350 908,926 0.031 629 Mineral Resource Statement, Agua Rica Project Measured Mineral Resources Tonnes Grade Contained (000's) (g/t) oz. (000's) Indicated Mineral Resources Tonnes Grade Contained (000's) (g/t) oz. (000's) Total Measured & ...
Transaction Overview. Guarantor will from time to time (i) originate Mortgage Loans and (ii) purchase delinquent, defaulted, modified and to be modified Mortgage Loans from ▇▇▇▇▇▇ ▇▇▇ Securities. Guarantor previously issued a Participation Interest to Seller representing a beneficial interest in certain of such Mortgage Loans which Participation Interests (and the Underlying Mortgage Loans) are subject to Transactions hereunder. To the extent that an Underlying Mortgage Loan becomes an REO Property, such REO Property (other than the bare legal title) shall be transferred to REO Subsidiary, and the corresponding increase in the Asset Value of the pledged REO Subsidiary Interests shall be intended to support the outstanding Purchase Price paid for the related Mortgage Loan following the Conversion Date. This Agreement refers to REO Subsidiary Interests representing direct beneficial interests in Underlying REO Property. The parties understand that Underlying REO Property is owned by the REO Subsidiary and that the REO Subsidiary Interest represents the ownership interest in the Underlying REO Property. Accordingly, to the extent that this Agreement refers to beneficial interests in Underlying REO Property owned by REO Subsidiary or any other property owned by a separate legal entity, such references shall be construed as referring to such Underlying REO Property owned by REO Subsidiary or other such property owned by such separate legal entity. Notwithstanding anything herein to the contrary, the parties expressly agree that unless there has occurred and is continuing an Event of Default, (i) once a Transaction is entered into, the Seller is not required to repurchase the Purchased Assets related thereto until the earlier of the Repurchase/Release Date or the Termination Date (regardless of whether the Underlying Mortgage Loan converts to Underlying REO Property), and (ii) in the event that a Purchased Asset, Underlying Asset or Pledged Asset becomes a Defective Asset, such change shall only impact the Asset Value attributed to the applicable Purchased Asset, Underlying Asset or Pledged Asset (which could result in a Margin Call, but shall not, by itself, result in an accelerated Repurchase/Release Date for the Purchased Asset, Underlying Asset or Pledged Asset).
Transaction Overview. Upon and subject to the terms and conditions of this Agreement, the parties agree to effect the following transactions:
(a) If on the date of the McClatchy Closing, the conditions set forth in Sections 7.1(b), 7.2(a), 7.3 and 7.4 hereof shall have been fulfilled, then upon the terms and subject to the terms and conditions set forth herein:
(i) MNG and Hearst shall consummate the Equity Investment substantially simultaneously with the consummation of the McClatchy Closing and in a manner that enables Hearst’s payment of the Equity Purchase Price to fund the obligations of the MNG Designee pursuant to clause (iii) below;
(ii) substantially simultaneously with the McClatchy Closing, Hearst and the MNG Designee shall consummate the Assignment and Assumption; and
(iii) the MNG Designee shall consummate the MNG/McClatchy Acquisition at the McClatchy Closing, in accordance with the terms and conditions of the Hearst Purchase Agreement.
(b) If on the date of the McClatchy Closing, any of the conditions set forth in Sections 7.1(b), 7.2(a), 7.3 and 7.4 hereof shall not have been fulfilled, then upon the terms and subject to the terms and conditions set forth herein:
(i) at the McClatchy Closing, (x) the Hearst Holding Companies shall consummate the Hearst/McClatchy Acquisition, in accordance with the terms and conditions of the Hearst Purchase Agreement, and (y) MNG (or its designees) shall consummate the closing under the MNG Purchase Agreement at the McClatchy Closing, in accordance with the terms and conditions of the MNG Purchase Agreement;
(ii) subject to Article VIII hereof, within (5) Business Days after the satisfaction or waiver of the last of the conditions required to be satisfied or waived pursuant to Article VII (other than those requiring the delivery of a certificate or other documents or the taking of other action, concurrently with the Equity Closing), or such other date as may be agreed upon by MNG and Hearst, (x) substantially simultaneously with the closing of the MNG/Hearst Acquisition, MNG and Hearst shall consummate the Equity Investment in a manner that enables Hearst’s payment of the Equity Purchase Price to fund the obligations of the MNG Designee described in following clauses (y) and (z) below, (y) the MNG Designee and the Hearst Subsidiary shall consummate the Assignment and Assumption and (z) the MNG Designee and the Hearst Subsidiary shall consummate the MNG/Hearst Acquisition.
(c) In the event that the Hearst Holding Companies consum...
Transaction Overview. Overview of the Restructuring: The Restructuring will be implemented through the commencement of prepackaged Chapter 11 Cases by the Company to pursue confirmation of the Plan, which will be solicited to holders of Senior Notes Claims prior to the Petition Date. As a component of the Restructuring and consistent with the Equity Rights Offering Documents, (i) each Senior Noteholder will be offered the right to purchase its Pro Rata share of New Common Shares for an aggregate purchase price of $150,150,000 (the “Senior Noteholder Rights Offering”) and (ii) subject to the Existing Equity Cash Out (as defined below), each holder of Existing Equity Interests will be offered the right to purchase its Pro Rata share of New Common Shares for an aggregate purchase price of up to $14,850,000 (the “Existing Equity Interests Rights Offering,” and together with the Senior Noteholder Rights Offering, the “Equity Rights Offerings”), in each case, at a price per share equal to a 26% discount to Plan Value based on the lower of (A) the Total Enterprise Value or (B) an assumed total enterprise value of $425 million. The proceeds of the Equity Rights Offerings will be used by the Company to (i) provide additional liquidity for working capital and general corporate purposes, (ii) pay all reasonable and documented Restructuring Expenses, and (iii) fund Plan distributions. As of the Effective Date, the Revolving Credit Agreement Claims, Senior Notes Claims, Existing Equity Interests, and Other Equity Interests will be cancelled, released, and extinguished and will be of no further force and effect.
Transaction Overview. Overview of the Restructuring: The Debtor will implement the Restructuring pursuant to the Acceptable Plan. The Acceptable Plan will provide for the classification and treatment of Claims and Interests as described below under the heading “Classification and Treatment of Claims and Interests.”
Transaction Overview. Summary · REMA and PSEG(3) intend to restructure REMA’s leveraged lease arrangements in respect of the Shawville, Keystone, and Conemaugh power plants, and any and all claims arising under the Operative Documents relating thereto or otherwise, including the approximately $209.4 million(4) of issued and outstanding Series C Pass Through Trust Certificates due 2026 related thereto (the “Certificates”) and
Transaction Overview. The Company: (1) Memorial Production Partners LP (2) Memorial Production Partners GP LLC (3) MEMP Services LLC (4) Memorial Production Operating LLC (5) Memorial Production Finance Corporation (6) WHT Energy Partners LLC (7) WHT Carthage LLC (8) Memorial Midstream LLC (9) Beta Operating Company, LLC (10) Columbus Energy, LLC (11) Rise Energy Operating, LLC (12) Rise Energy Minerals LLC (13) Rise Energy Beta, LLC (14) San ▇▇▇▇▇ Bay Pipeline Company (15) Memorial Energy Services LLC 1 Capitalized terms used but not otherwise herein defined have the meanings ascribed to them in either Annex 1 attached hereto or the Plan Support Agreement (as defined herein). To the extent of any direct conflict between this Restructuring Term Sheet and the Plan Support Agreement, this Restructuring Term Sheet will govern and control.