Fiduciary Out definition

Fiduciary Out has the meaning set forth in Section 10(c) hereof.

Fiduciary Out has the meaning set forth in Section 12.02(b).

Fiduciary Out shall have the meaning specified in Section 5.4(c).

Examples of Fiduciary Out in a sentence

• For the avoidance of doubt, the exercise of the Fiduciary Out shall not be construed to annul, modify, amend or otherwise alter any right of the Consenting Creditors to terminate this Agreement or of any Consenting Creditor to terminate this Agreement with respect to itself.

• Notwithstanding anything to the contrary herein, nothing in this Agreement shall require the Debtors or any director, manager or officer of a Debtor, in such person’s capacity as a director, manager or officer of such Debtor, to take any action, or to refrain from taking any action, which is inconsistent with such director’s, manager’s or officer’s fiduciary obligations under applicable law (this provision, the “Fiduciary Out”), including the right to terminate this Agreement pursuant to the Fiduciary Out.

• According to the MTS, upon any termination of it or a definitive merger agreement, the parties agreed to negotiate in good faith the terms of a definitive License Agreement in accordance with the terms set forth in the LATS.16 The MTS also provides that, with the exception of the Fiduciary Out, Expenses, and Exclusivity sections, it “is non-binding and only an expression of interest and is subject in its entirety to the negotiation and execution of a definitive Merger Agreement.”17 3.

• Assessment of the potential benefits and losses is complicated in the social context.

• Upon any determination by any Company Party to exercise a Fiduciary Out, the other Parties to this Agreement shall be immediately and automatically relieved of any obligation to comply with their respective covenants and agreements herein in accordance with Section 14.02 hereof.

More Definitions of Fiduciary Out

Fiduciary Out means the board of directors, board of managers, or such similar governing body of any Company Party (or its direct or indirect subsidiaries) determines, after consulting with counsel, (i) that proceeding with any of the Restructuring Transactions would be inconsistent with the exercise of its fiduciary duties or applicable Law or (ii) in the exercise of its fiduciary duties, to pursue an Alternative Restructuring Proposal.

Fiduciary Out has the meaning given to such term in Section 27.

Fiduciary Out shall have the meaning given such term in the Term Sheet.

Fiduciary Out has the meaning ascribed to it in Section 2.3 of this Agreement.

Fiduciary Out has the meaning set forth in Clause 3.2.2(a) of this Agreement;

Fiduciary Out. Upon the determination by the Company’s directors, trustees, or members, as applicable, and upon advice of counsel, no term or provision of this Term Sheet or the Commitment Letter shall prevent, amend, alter, or reduce the Company’s ability to exercise its fiduciary duties under applicable law (the “Fiduciary Out”), provided however, that Company shall not exercise such Fiduciary Out except to pursue an Alternative Restructuring Transaction (as defined in the Disclosure Statement and Solicitation Procedures Order) with a party other than the Plan Sponsors. Bid Protections The Plan Sponsors and New HoldCo shall be entitled to the protections contained in the order (a) approving the adequacy of the Disclosure Statement for the Debtors’ Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code; (b) approving certain dates related to confirmation of the Debtors’ Plans of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code; (c) approving certain voting procedures and the form of certain documents to be distributed in connection with the solicitation of the Plan; (d) approving proposed voting and general tabulation procedures with respect to an Alternative Restructuring Transaction.

Fiduciary Out means the right to terminate this Agreement pursuant to Section 12.05(b).