Other Material Provisions. Releases and Exculpation See Exhibit 3. Treatment of Executory Contracts and Unexpired Leases The Plan shall provide that, (a) in the event of a Restructuring, any executory contracts and unexpired leases that are not rejected as of the Effective Date (as determined by the Company Entities, subject to the reasonable consent of the Required Consenting Lenders after consulting with the DIP Consulting Lenders), either pursuant to the Plan or a separate motion, shall be deemed assumed by the applicable Company Entity, and (b) in the event of a Sale Transaction, any executory contracts and unexpired leases that are not assumed or assumed and assigned as of the Effective Date, either pursuant to a Sale Transaction or a separate motion, shall be deemed rejected by the applicable Company Entity. The assumption or rejection of any executory contract or unexpired lease by a Company Entity shall be subject to the reasonable consent of the DIP Agent and Prepetition Agent. Employee Compensation and Benefit Programs The Plan shall provide that, subject to the consent of the DIP Agent and Prepetition Agent, in the event of a Restructuring, the employment agreements, and all employment, compensation and benefit plans, policies, workers’ compensation programs, savings plans, retirement plans, deferred compensation plans, retirement plans, healthcare plans, disability plans, severance plans, incentive plans, life and accidental and dismemberment insurance plans, and programs of each the Company Entities applicable to any of its employees and retirees, in each case existing as of the Effective Date (collectively, the “Employee Plans”), shall be assumed (and assigned to the Reorganized Debtors, if necessary). Any assumption of Employee Plans pursuant to the Plan shall not be deemed to trigger any applicable change of control, immediate vesting, termination, or similar provisions therein. Corporate Governance Reorganized Holdings shall be a private company and all necessary steps shall be taken to deregister from reporting obligations consistent with applicable law. Corporate 46 governance for the Reorganized Debtors following the Effective Date shall be subject to applicable law (including section 1123(a)(6) of the Bankruptcy Code, if applicable). New Starry shall be governed by a 5-member board of managers (the “New Board”), one of which will be the chief executive officer of Reorganized Debtors and the others of which will be appointed by the holders of the equity interests...
Other Material Provisions. In addition to the foregoing, the parties for good and valuable consideration agree as follows:
Other Material Provisions. 1. Upon the Security Assignment, the Assignee shall become fully entitled to enforce all of the rights, claims and receivables assigned by the Assignor, subject to the occurrence of a relevant event as specified in the Assignment Agreement. 2. The Assignor shall deposit the promissory notes (including promissory note declarations) issued by GA Polyolefins in favour of the Assignor in connection with the Loan Agreement of May 31st 2020 between Grupa Azoty S.A., Grupa Azoty Zakłady Chemiczne Police S.A. and Grupa Azoty Polyolefins S.A., and with the Support Loan Provision Guarantee Agreement of May 31st 2020 between Grupa Azoty Polyolefins S.A., Grupa Azoty S.A., Grupa Azoty Zakłady Chemiczne Police S.A. and Bank Polska Kasa Opieki S.A.) with the Assignee. 3. The Assignor shall grant power of attorney to the Assignee to take any action that the Assignor is required to take under the Assignment Agreement and that it has failed to take. 4. The Assignor shall make a declaration on voluntary submission to enforcement under Art. 777 of the Polish Code of Civil Procedure of November 17th 1964 in favour of the Assignee with respect to the subordinated loans granted by the Assignor to GA Polyolefins and assigned to the Assignee as a security under the Assignment Agreement.
Other Material Provisions. New Equity Interests On the Plan Effective Date: • XXXXX shall adopt the New Organizational Documents; • all Existing Equity Interests shall be canceled and extinguished; • the common equity interests in Reorganized XXXXX shall be recapitalized such that 100% of the outstanding interests in Reorganized XXXXX (which may be a corporation or a limited liability company, as agreed to by the Company and the Ad Hoc Group) immediately
Other Material Provisions. 8.1 All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given and received (i) on the date of service if personally served on the party to whom notice is to be given, (ii) on the date of transmission if sent by telephone facsimile or telecopy to the number set forth below where confirmation is provided by the sending machine and a copy of the notice and confirmation is sent to the party to whom notice is to be given, by first class United States mail, postage prepaid and addressed as follows, (iii) on the third day after the date of the postmark of deposit if mailed to the party to whom notice is to be given, by first class United States mail, registered or certified, postage prepaid and properly addressed as follows, or (iv) on the second day after deposit with a nationally recognized private express courier service providing proof of receipt and delivery and guaranteed "same day" or "next day" delivery and properly addressed as follows. If to Employer: If to Employee: Any party may change their address for purposes of this Section 8.1 by giving the other parties written notice of the new address in the manner set forth above.
Other Material Provisions. Rights Offering: Pursuant to the Rights Offering, eligible 1.5L Noteholders will be offered the right to purchase New Common Shares for an aggregate purchase price of up to $475,000,000 (the “Rights Offering Amount”). The overall percentage of New Common Shares being issued in the Rights Offering, in each case subject to dilution by the Xxxxx Shares and the EIP Shares, is approximately 76.2%-78.0%, consisting of (i) approximately 55.6% in the case of Rights Offering Shares purchased for cash and (ii) approximately 20.6%-22.4% in the case of Rights Offering Shares purchased for Reinstated 1.25L Notes, depending on the amount of Reinstated 1.25L Notes being exchanged in the Rights Offering (which amount will be between $138,000,000 and $150,000,000). The Rights Offering will be backstopped by the Backstop Parties pursuant to the Backstop Agreement in exchange for (i) the Backstop Commitment Premium, and (ii) the right to exchange Reinstated 1.25L Notes as described below. Subject to the terms of the Backstop Agreement, the Backstop Parties shall backstop the aggregate purchase price of $463 million, (a) $220.6 million of which shall be backstopped by Apollo ($20.6 million of which shall be funded through the exchange of $20.6 million in aggregate principal amount of Reinstated 1.25L Notes held by Apollo on the terms set forth in the Backstop Agreement, which amount shall reduce the aggregate amount of Apollo’s purchase rights in the Rights Offering on a dollar for dollar basis), (b) $192.4 million of which shall be backstopped by Xxxxxxx ($117.4 million of which shall be funded through the exchange of $117.4 million in aggregate principal amount of Reinstated 1.25L Notes held by Xxxxxxx on the terms set forth in the Backstop Agreement, which amount shall reduce the aggregate amount of Xxxxxxx’x purchase rights in the Rights Offering on a dollar for dollar basis), (c) $42.5 million shall be backstopped by Avenue, and (d) $7.5 million shall be backstopped by Access, provided, that an additional $12 million aggregate purchase price, to be funded through the exchange of Reinstated 1.25L Notes on the terms set forth in the Backstop Agreement, may be backstopped by the Backstop Parties with the consent of the Initial Supporting Noteholders in accordance with the terms of the Backstop Agreement. The Company shall pay all accrued but unpaid interest in Cash to the holders of the Reinstated 1.25L Notes in connection with the foregoing exchanges. Discount: Rights Offe...
Other Material Provisions. 1. This employment shall be governed by Danish law, and the Salaried Employees Act and “Lederaftalen” shall apply for this contract.
