Definitive Documents. 3.01. The Definitive Documents governing the Restructuring Transactions shall include the following:
Definitive Documents. Definitive Transaction Documents necessary to consummate the transactions contemplated herein shall have been prepared, negotiated and, to the extent applicable, executed by the parties (or, as applicable, their Affiliates), and approval by the Bankruptcy Court of such documents, as necessary, shall have been obtained. All Transaction Documents (in form and substance satisfactory to the Company), to the extent applicable, shall have been executed by the parties thereto (other than the Company and its Affiliates) on or prior to the Effective Date, shall not have been modified, shall be in effect and the consummation of the transactions contemplated thereby shall not be stayed, and all conditions to the obligations of the parties under the Transaction Documents shall have been satisfied or effectively waived. All corporate and other proceedings to be taken by the Investor or its Affiliates in connection with the Transaction Documents and the transactions contemplated thereby to be completed at the Closing and documents incident thereto shall have been completed in form and substance satisfactory to the Company, and the Company shall have received all such counterpart originals or certified or other copies of the Transaction Documents and such other documents as it may reasonably request.
Definitive Documents. 3.01. The definitive documents governing the Restructuring Transactions shall include the following (the “Definitive Documents”): (A) the Plan; (B) the Confirmation Order; (C) the Disclosure Statement, the motion seeking approval of the Disclosure Statement, and the other Solicitation Materials; (D) the order of the Bankruptcy Court approving the Disclosure Statement and the other Solicitation Materials; (E) the Cash Collateral Orders and Cash Collateral Motion; (F) the First Day Pleadings and all orders sought pursuant thereto; (G) the New Organizational Documents, the Stockholders Agreement and all other documents or agreements related to the governance of the Reorganized Debtors; (H) the Management Incentive Plan and related documents or agreements; (I) the documents or agreements related to the Warrants; (J) the New Revolving Exit Facility Credit Agreement and any other documents related to the New Revolving Exit Facility; (K) the documents or agreements related to the Equity Rights Offering; (L) any other documents contained in the Plan Supplement; (M) any other material agreements, motions, pleadings, briefs, applications, orders, and other filings with the Bankruptcy Court related to the Restructuring Transactions; (N) any order, or amendment or modification of any order, entered by the Bankruptcy Court related to the foregoing items (A) through (M); and (O) any and all other documentation reasonably necessary or desirable to effectuate the Restructuring Transactions or that is contemplated by the Plan.
Definitive Documents. 3.01. The Definitive Documents governing the Restructuring Transactions shall include this Agreement and all other agreements, instruments, pleadings, orders, forms, questionnaires, and other documents (including all exhibits, schedules, supplements, appendices, annexes, instructions, and attachments thereto) that are utilized to implement or effectuate, or that otherwise relate to, the Restructuring Transactions, including each of the following:
Definitive Documents. The definitive documents governing the Restructuring Transactions shall consist of the following and any other material document contemplated by the Parties needed or utilized to implement, govern, or consummate the Restructuring Transactions (collectively, the “Definitive Documents”):
Definitive Documents. 3.01. The “
Definitive Documents. 3.01. The Definitive Documents governing the Restructuring Transactions shall consist of this Agreement and the following: (A) the Plan (and all exhibits thereto); (B) the Confirmation Order and pleadings in support of entry of the Confirmation Order; (C) the Disclosure Statement and pleadings in support of approval of the Disclosure Statement; (D) the Solicitation Materials; (E) any order of the Bankruptcy Court approving the Disclosure Statement and the other Solicitation Materials; (F) the Financing Order and any credit agreement (including any amendments, modifications, and supplements thereto); (G) the First Day Pleadings and all orders sought pursuant thereto; and (H) the Plan Supplement.
Definitive Documents. Definitive Transaction Documents necessary to consummate the transfer of the Transferred Assets as contemplated herein shall have been prepared, negotiated and, to the extent applicable, executed by the parties, and such Transaction Documents shall be reasonably satisfactory to NEW OPERATORS. All Transaction Documents, to the extent applicable to the Facilities, shall have been executed by the parties thereto on or prior to the Closing Date for the Facilities, shall not have been modified, shall be in effect and the consummation of the transfer of the Transferred Assets as contemplated by Section 2.01 hereof shall not be stayed, and all conditions to the obligations of the parties under the Transaction Documents relating to such transfer shall have been satisfied or effectively waived. All corporate and other proceedings to be taken in connection with the transfer of the Transferred Assets as contemplated by Section 2.01 hereof by OWNERS and/or its Affiliates shall have been completed in form and substance reasonably satisfactory to NEW OPERATORS, and NEW OPERATORS shall have received all such counterpart originals or certified or other copies of such documents.
Definitive Documents. Without limiting the foregoing, each Party hereby covenants and agrees to (a) negotiate in good faith the Memorandum, the indenture for the New Second Lien Notes, the New Senior Loan Facility credit agreement, the Intercreditor Agreement, the Employment Agreements, the Management Incentive Plan, the Warrant Agreement, the Organizational Documents and all ancillary documents related to each of the foregoing (collectively, the “Definitive Documents”), which Definitive Documents shall contain terms and conditions consistent in all respects with this Agreement and (b) execute (to the extent such Party is a party thereto) and otherwise support implementation of the Definitive Documents and any other such documents or agreements as may be reasonably necessary or advisable to implement the Restructuring Transactions, the purposes of this Agreement and the Definitive Documents. All Parties shall have the right to review and comment on the Definitive Documents, the terms of which shall be consistent with this Agreement and otherwise in form and substance reasonably acceptable to SAE and the Required Supporting Holders before the execution and delivery of the Definitive Documents.
Definitive Documents. In connection with the formation of any Management Companies that will be entitled to receive Fees and Incentive Payments, and as a condition of using the Track Record, all related documents reflecting the terms thereof (the “Definitive Documents”) shall be reasonably acceptable to Icahn Enterprises and shall be consistent with the terms of Sections 6 and 7, and shall fully create, issue, reflect and protect, the rights, interests, powers and privileges of Icahn Enterprises as contemplated in Sections 6 and 7 of this Agreement, all of which will be set out in full in the Definitive Documents with such additional terms and provisions as are appropriate to implement and protect the rights, interests, powers and privileges of Icahn Enterprises contemplated in Sections 6 and 7, all in form and content reasonably acceptable to Icahn Enterprises. The Fee and Incentive Payments generated by any applicable Investment Fund will be payable solely to the Management Company and not in any manner that would avoid or minimize the amounts payable to Icahn Enterprises.
