Fir Tree definition
Examples of Fir Tree in a sentence
The registration rights agreements entered into with these new additional purchasers, the New Fir Tree Registration Rights Agreement and the New Piggy-Back Registration Rights Agreement may be contained in one and the same document.
In consideration of the obligations of the Fir Tree Funds under Section 2, Section 4 and Section 6 of this Agreement to the Partnership pursuant to this Agreement, the Partnership hereby agrees to pay to each of the Fir Tree Funds a standstill fee (the “Standstill Fee”) in an amount of cash and Units (the “Subject Units”) as set forth on Exhibit A.
Each of the Legacy Entities represents and warrants to Fir Tree and the Fir Tree Funds as set forth on Exhibit C hereto as of the Effective Date.
Each of the Legacy Entities and the Fir Tree Funds agree to execute any and all documents, amendments, notices and certificates, and to take any such additional actions, which may be necessary or convenient to further the intent of the Parties hereunder.
The Partnership shall make a wire transfer of immediately available funds to each of the Fir Tree Funds in the amount specified next to such Fir Tree Fund’s name in accordance with, and in the amounts specified in, the wire transfer instructions attached hereto as Exhibit B and shall deliver evidence of issuance of the Subject Units credited to book-entry accounts maintained by the transfer agent of the Partnership in the amount as indicated on Exhibit A.
Fir Tree represents and warrants to the Legacy Entities that, as of the Effective Date, the Subject Units constitute all of the Units, Indebtedness and Voting Securities beneficially owned and for which voting power is held by Fir Tree or its Affiliates and Fir Tree and its Affiliates do not own any option, warrant, call or other right to acquire or receive any Voting Securities or Indebtedness other than the Fir Tree Funds Effective Date Interests.
This Agreement may be amended or modified only by a writing signed by each of the Legacy Entities, Fir Tree and each of the Fir Tree Funds.
Notwithstanding anything to the contrary in the foregoing, (a) the New Fir Tree Registration Rights Agreement and the New Piggy-Back Registration Rights Agreement may be contained in one and the same document and (b) in no event shall the Purchasers other than Fir Tree be entitled to any demand registration rights under any such registration rights agreement or the provisions of this Section 4.3.
Notwithstanding anything to the contrary in this Agreement, the covenants under this Agreement applicable to the Fir Tree Funds, Fir Tree or their Affiliates shall not be binding upon any non-Affiliate transferee of the Subject Units.
The Borrower shall be permitted to pay to Fir Tree all or any portion of the amounts otherwise payable to Veronis, Suhler & Associates Inc.