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

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.

• The Requisite Consenting Noteholders and Requisite Secured Lenders may also terminate the Restructuring Support Agreement as to all Parties after receipt of a Fiduciary Out Notice provided pursuant to Section 23(c) of the Restructuring Support Agreement.

• 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 specified in Section 5.4(c).

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

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

Fiduciary Out shall have the meaning set forth in Section 24 hereof.

Fiduciary Out has the meaning given to such term in Section 7(c) hereof.