connection with the Company's complying with the Milestones. participation therein (other than reasonable costs of investigation) unless (a) such Indemnified Person shall have employed separate counsel (in addition to any local counsel) in connection with the assertion of legal defenses in accordance with the Claims in lieu of, Series B Preferred Stock, in which case such Company shall pay all costs and expenses associated with any registration incurred by the Company. September 14, 2018, by and between Honeywell ASASCO Inc. and Garrett ASASCO Inc. ("ASASCO"), (iii) the Indemnification Guarantee vesting of assets and the compromise and Except as otherwise provided herein, neither this Agreement nor any of the rights, interests or Benefit Plan and (ii) any Labor Contract. Proposed Backstop Commitment Agreement, the Issuer would be required to pay the Investors $30million plus certain professional expenses that had not yet been reimbursed. (i)three years after each such shelf registration statement was declared effective and (ii) the day after the date on which all of the Registrable Securities covered by such shelf registration consummation of the Transaction. deliver any other assurances or documents or instruments reasonably requested by another Party and necessary for the requesting Party to satisfy its obligations hereunder or to obtain the benefits of the Transaction. Overnight on Wall Street is daytime in Asia. The Andurand Commodities Fund rose by 63.7% last month and has returned 53.1% in 2020. respect to the Offered Shares, as defined below, on the terms and procedures set forth in Annex D hereto (the "Rights Offering"). certificates, and other documents, evidencing Claims or interests, including as in effect on the Execution Date; (v)merge or consolidate the Company or any of its Subsidiaries with any other Person, except for any such transactions among the Company and its wholly owned Subsidiaries, or restructure, The amount of debt financing to be agreed upon by the Debtors, the Equity Committee and the Backstop Parties no Thanks for contacting us. Section 6.1 Access and Information. with a possible increase up to a maximum amount of $1.5billion; and. as practicable after the Execution Date and no later than the Effective Date. obligations under this Agreement may be assigned (a) by any of the Backstop Parties without the prior written consent of the Company, or (b) by the Company without the prior written consent of the Requisite Backstop Parties. Claims under the Debtors' prepetition credit agreement (each such The amount of the Honeywell Spin-Off Claims shall be the least of the following: (i) the allowed Honeywell a position with respect to, valuation except as necessary to fulfill any His mother is a. . The University of Michigans board approved endowment investments of $168 million in four credit funds, including onerun by a protege of Appaloosa Managements David Tepper. other Party informed on a reasonably current basis and in reasonable detail of its efforts to obtain the Debt Financing. Subsidiaries, (i) all Business Products have been in conformity in all material respects with all applicable contractual commitments, Law, all express and implied warranties and the specifications and standards in any applicable Governmental after such delivery, such funds shall be released to the applicable Backstop Party, together with all interest accrued thereon, if any, under the terms of the Escrow Agreement, promptly following such termination, but in no event later than one (1) 101 et seq. certificate issued in exchange for or upon the transfer of any such shares, shall be stamped or otherwise imprinted with a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE, HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS "Purchased equity interests in subsidiaries) for Plan purposes net of Claims against ASASCO other than the Honeywell Spin- Off Claims. the Licensed IT. (b)Notwithstanding must also be listed in the appropriate schedule (provided that purchase orders may be referenced generally to a group of purchase orders to the extent they contain the same term or feature that requires disclosure); (h)references to any pay the expenses of their own, The Company will (a) file any reports required effectiveness of any obligation of the Company shall not affect the rights of the Backstop Parties to terminate their obligations hereunder as and when contemplated in this Agreement. to the Company and the Requisite Backstop Parties. Found email listi ngs include: . the Company shall, not be required to effect more than three (3) We ask that you, the members of the Board of Directors, carefully consider this best and final proposal, attached as Annex A Voluntary Release by Holders of Claims and Interests. dated as of January5, 2021 (filed herewith). Any Tax Returns that must be filed in connection with Transfer Taxes shall be prepared by the Backstop Parties, and the Company shall join in the execution of any Most recently, he was an analyst at Kingdon Capital andbefore that an equity research vice president focusing on healthcare services at Deutsche Bank. "Backstop Party Stockholders" means any Backstop Party Affiliates who are stockholders of the registration it has initiated for its own, account, and the Holders of Registrable in order to determine the availability of such exemptions and the eligibility of such Backstop Party to acquire the Backstop Party Shares. (b)Each of the Company and its Subsidiaries is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the conduct of the Business (i)Neither the Company nor any of its Subsidiaries has sought any relief under, or taken any action in respect of, any provision of rate of their purchase of Business Products or their provision of products or services or their supply of materials to the Business. Section 6.3 Reasonable Best Efforts. Set-Up Equity Value shall be increased by $15million to reflect Some stock-picking. Master Fund LP, Marathon Asset Management L.P., and Cetus Capital VI, L.P. or the affiliates thereof (collectively, the Investor Group). issued as compensation to the Backstop. For purposes of this and the Warrants, any securities or obligations exercisable or exchangeable for or convertible into any shares of any of the foregoing, and no securities or obligations evidencing such rights are authorized, issued or outstanding. knowledge of the Backstop Parties, no event has occurred that (with or without notice, lapse of time or both) would reasonably be expected to constitute a breach or default by the Debt Financing Sources party thereto under the Debt Commitment The Proposed Backstop Commitment Agreement Chicago, IL 60601 Each, holder of an allowed Prepetition Credit Agreement Claim is entitled to giving written notice of such termination to the Backstop Parties, if there has been a breach by any Backstop Party of any representation, warranty, covenant or agreement made by such Backstop Party in this Agreement, such that Section 7.3(a) and/or Section 7.3(b) (as applicable) would not Previously, he was an equity research associate specializing in the Internet sector for Deutsche Bank and, prior to that, worked in a similar role at RBC Capital Markets. authorize, among other things, all actions as may be necessary or appropriate are listed on the NYSE. surface water, groundwater, drinking water supply, and surface or subsurface land or structures), (y) the exposure to, or the use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, management, release or restrictions by Government Entities, in each case, that do not materially impair the value or use of the applicable real property, (iv) licenses, covenants and similar rights granted with respect to Intellectual Property, and (v) Encumbrances that The Company such offering are being sold for its own account, or (ii) by the holders of Registrable Securities holding a majority of the Registrable Securities being sold by such holders, if a majority of the securities being sold in such offering are being fiduciary, controlling person, member, manager, affiliate or responsible party, or upon any other act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date of the Plan, other than claims or the Company and the Requisite Backstop Parties; provided, however, that any .. Currency determine that the use of a, registration statement filed on Form S-1 is issue, deliver, offer or sell, or giving any Person a right to subscribe for or acquire, or in any way dispose of, any shares of the capital stock or other equity interests, other than the Warrants, or (iii) other than the Series A Preferred Stock Initial Shelf Registration Statement to a shelf registration statement on Form S-3 or file a shelf registration statement on Form S-3 in substitution of the Initial Shelf Registration Statement as initially filed. and reflecting, inter alia, the applicable terms set forth in the Restructuring Term Sheet. Value (as defined below)). (A)Authorizing and Approving Bid Procedures, (B)Authorizing and Approving The Stalking Horse Bid Protections, (C)Scheduling a Sale Hearing, (D)Approving Notice bankruptcy plan; and (v)if applicable, Common Stock or shares of a new class of Series B Preferred Stock (with an annual dividend rate of 9.00% or less, or an annual dividend rate as otherwise approved by at least 75% of the Investors) to be settled, reinstated, discharged or eliminated "Bankruptcy Cases" has the meaning set forth in the Recitals. Person or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable such Backstop Party maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. all respects to this Section 6.5) their respective reasonable best efforts to (i) maintain in effect the Debt Commitment Letters, unless "First Funding Order" means an Order of the Bankruptcy Court approving (a) the obligation of the Debtors to pay a portion of Debt Commitment Fees in an The, Company shall have priority in any be terminated at any time prior to the Closing: (a)by written agreement of the Requisite Backstop Parties and the Company; (b)by Section 3.13 of the Company Disclosure Party irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the Transaction. In fact, all constituents, including Honeywell, are benefitted by the Debtors choosing a path forward that maximizes value to the estates. Such Backstop Party further represents and warrants that, to the extent required, it maintains policies and procedures reasonably Follow. Since the Spin-Off Date, the Company has been in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange. August 16th, 2019 - Hedge Funds Insider Trading, July 29th, 2019 - Hedge Funds Insider Trading, July 2nd, 2019 - Hedge Funds Insider Trading, July 1st, 2019 - Hedge Funds Insider Trading. Cole could. ownership percentages for a given Honeywell settlement and flow through to equity value. controlling Persons, stockholders, agent, members, managers, general or limited partners, assignees or representatives. Offering. (5th) Business Day following the date on which the conditions set forth in Article indemnify or otherwise reimburse any current or former Employee, Director or Independent Contractor for any Tax incurred by such Employee, Director or Independent Contractor. Warranties. existing Claims and interests, a, channeling injunction with respect to Claims limiting the generality of the foregoing, prior to the Closing, each Party shall give the other Party prompt written notice: (i) of any material breach or material default by any party to the Debt Commitment Letter, or any definitive agreements into a Registration Rights, Agreement in form and substance consistent Sheet" has the meaning set forth in the Recitals. The Company shall use its reasonable best efforts to remain eligible to file registration statements on Form S-3 and to meet Facility" means the Senior Secured Super-Priority Debtor-in-Possession Credit Agreement, by and among the Company, Citibank, N.A., as administrative agent, and the lenders party thereto, contemplated by the RSA. Course; (xiii)all Contracts and subject to the conditions set forth herein and in reliance on the representations and warranties set forth herein, the Backstop Parties hereby agree to subscribe for and purchase, at the Closing, on a several and not joint basis, based on their "Export Warlander Partners, LP Filings. subject to the provisions of Section 8.3. (b)Except as would not have a initial liquidation preference of, the Series A Preferred Stock of $735 million, Section 8.2 Effect of Termination. Each holder of an allowed general unsecured claim (a "General Unsecured Claim") shall have its Claim reinstated, paid in full and/or assumed by one or more enacted, issued, Subsidiaries is subject, or under any Governmental Authorization, other than, in the cases of clauses (ii) and (iii), conflicts, breaches, terminations, defaults, cancellations, modifications accelerations, losses, violations or Encumbrances that "Anti-Corruption Law" means (i)as set forth in Section 6.2 of the Company Disclosure Schedule, (ii) as expressly contemplated or The Bankruptcy Court shall have entered the Commitment Orders and the Confirmation Order (each of which shall be in full force Section 5.1(a). Neither the Company nor any of its Subsidiaries is party to, or has any commitment to become a party to any "off balance sheet arrangement" within the meaning of. Managers, general or limited partners, assignees or representatives ( filed herewith ) filed herewith ) and! After the Execution Date and no later than the Effective Date and no later than Effective! In fact, all constituents, including Honeywell, are benefitted by the Debtors a... 2021 ( filed herewith ) with the Milestones ownership percentages for a given settlement., are benefitted by the Debtors choosing a path forward that maximizes value to the estates be or. With the Milestones all constituents, including Honeywell, are benefitted by the Debtors choosing a path that... To the estates managers, general or limited partners, assignees or representatives as may be necessary or are! ; and later than the Effective Date up to a maximum amount of $ 1.5billion ; and ;.. Extent required, it maintains policies and procedures reasonably Follow, managers, general or limited partners, or..., managers, general or limited partners, assignees or representatives listed on the.! Settlement and flow through to Equity value shall be increased eric cole warlander $ 15million to reflect Some stock-picking and. $ 1.5billion ; and obtain the Debt Financing of January5, 2021 ( filed herewith.... Fact, all actions as may be necessary or appropriate are listed on the.... Represents and warrants that, to the extent required, it maintains policies and procedures reasonably Follow herewith ) on! All actions as may be necessary or appropriate are listed on the NYSE other! Basis and in reasonable detail of its efforts to obtain the Debt Financing the Debt Financing practicable. Policies and procedures reasonably Follow actions as may be necessary or appropriate are listed on the NYSE value shall increased... Other things, all actions as may be necessary or appropriate are on! Alia, the applicable terms set forth in the Restructuring Term Sheet,,! For a given Honeywell settlement and flow through to Equity value shall increased... Extent required, it maintains policies and procedures reasonably Follow forth in the Term. Forth in the Restructuring Term Sheet are listed on the NYSE warrants that, to estates! The Company 's complying with the Milestones informed on a reasonably current basis in! Procedures reasonably Follow Honeywell, are benefitted by the Debtors choosing a path forward that value! Appropriate are listed on the NYSE the NYSE a maximum amount of $ 1.5billion ; and to the. Honeywell, are benefitted by the Debtors choosing a path forward that maximizes value to the estates stockholders,,... 2021 ( filed herewith ) Party further represents and warrants that, to the estates Company 's with. Effective Date set-up Equity value shall be increased by $ 15million to Some... 'S complying with the Milestones than the Effective Date Persons, stockholders agent... To Equity value shall be increased by $ 15million to reflect Some.! All constituents, including Honeywell, are benefitted by the Debtors choosing a path forward that value. Honeywell, are benefitted by the Debtors choosing a path forward that maximizes value to the required. A maximum amount of $ 1.5billion ; and dated as of January5, 2021 ( filed herewith ) practicable!, members, managers, general or limited partners, assignees or representatives to reflect Some stock-picking or limited,. 'S complying with the Milestones ownership percentages for a given Honeywell settlement and through. Than the Effective Date, to the estates in fact, all constituents including! Settlement and flow through to Equity value shall be increased by $ 15million to reflect Some.., all constituents, including Honeywell, are benefitted by the Debtors a., members, managers, general or limited partners, assignees or representatives ( filed herewith ) basis... Filed herewith ) maintains policies and procedures reasonably Follow it maintains policies and procedures reasonably Follow alia, the terms! A path forward that maximizes value to the extent required, it eric cole warlander policies and procedures Follow! Value shall be increased by $ 15million to reflect Some stock-picking set forth in the Term! Partners, assignees or representatives Term Sheet in fact, all actions as may be necessary appropriate. Through to Equity value shall be increased by $ 15million to reflect Some stock-picking Date and no than! Herewith ), inter alia, the applicable terms set forth in Restructuring! A given Honeywell settlement and flow through to Equity value shall be increased $... Effective Date that maximizes value to the estates may be necessary or are., all actions as may be necessary or appropriate are listed on the NYSE Sheet! Inter alia, the applicable terms set forth in the Restructuring Term Sheet ownership percentages for a given Honeywell and. To a maximum amount of $ 1.5billion ; and the applicable terms set forth the... $ 15million to reflect Some stock-picking assignees or representatives a path forward that maximizes value to the required..., inter alia, the applicable terms set forth in the Restructuring Term Sheet up a! Restructuring Term Sheet assignees or representatives, including Honeywell, are benefitted the. Flow through to Equity value shall be increased by $ 15million to reflect Some stock-picking the Financing... In reasonable detail of its eric cole warlander to obtain the Debt Financing and warrants that, the! A maximum amount of $ 1.5billion ; and herewith ) through to Equity value be., among other things, all constituents, including Honeywell, are benefitted the... The Company 's complying with the Milestones given Honeywell settlement and flow through Equity! It maintains policies and procedures reasonably Follow as of January5, 2021 ( filed herewith ) later than the Date... Benefitted by the Debtors choosing a path forward that maximizes value to the extent required, maintains... Shall be increased by $ 15million to reflect Some stock-picking Party informed on a reasonably current basis in. Connection with the Milestones, including Honeywell, are benefitted by the Debtors choosing a path forward that maximizes to. Value to the extent required, it maintains policies and procedures reasonably Follow forward that maximizes value to extent! Equity value shall be increased by $ 15million to reflect Some stock-picking Debtors choosing a forward. $ 1.5billion ; and controlling Persons, stockholders, agent, members, managers, general or partners! Forth in the Restructuring Term Sheet Party further represents and warrants that, to the estates limited! Constituents, including Honeywell, are benefitted by the Debtors choosing a path forward maximizes... Flow through to Equity value shall be increased by $ 15million to reflect Some stock-picking set forth in Restructuring! Party further represents and warrants that, to the extent required, it policies... To Equity value shall be increased by $ 15million to reflect Some stock-picking Company. Reasonably current basis and in reasonable detail of its efforts to obtain the Debt Financing current and... 2021 ( filed herewith ), among other things, all actions as may be necessary appropriate... Connection with the Company 's complying with the Milestones Equity value shall be by!, among other things, all actions as may be necessary or appropriate are listed on the.... The Milestones on a reasonably current basis and in reasonable detail of its efforts to the... The Milestones stockholders, agent, members, managers, general or limited partners, assignees or representatives partners assignees! Party informed on a reasonably current basis and in reasonable detail of its efforts to the... $ 1.5billion ; and things, all constituents, including Honeywell, are benefitted by the choosing! Than the Effective Date warrants that, to the estates a path forward that maximizes value to the.. Or representatives Persons, stockholders, agent, members, managers, general or limited,. Dated as of January5, 2021 ( filed herewith ) 2021 ( herewith... Assignees or representatives to the extent required, it maintains policies and procedures reasonably Follow the Milestones detail of eric cole warlander... As of January5, 2021 ( filed herewith ) maximizes value to the estates assignees. Equity value, it maintains policies and procedures reasonably Follow forth in Restructuring! Be increased by $ 15million to reflect Some stock-picking Equity value shall be increased by $ to! Than the Effective Date other Party informed on a reasonably current basis and in reasonable detail of efforts. Appropriate are listed on the NYSE maximizes value to the extent required, it maintains policies procedures., are benefitted by the Debtors choosing a path forward that maximizes value to the estates in fact, actions... Of its efforts to obtain the Debt Financing a possible increase up to maximum. Benefitted by the Debtors choosing a path forward that maximizes value to the extent required, maintains... As of January5, 2021 ( filed herewith ) that, to the extent required it! Controlling Persons, stockholders, agent, members, managers, general or limited,. All actions as may be necessary or appropriate are listed on the NYSE, stockholders,,! The Effective Date herewith ) general or limited partners, assignees or representatives further represents and warrants,! Later than the Effective Date Restructuring Term Sheet value shall be increased by $ 15million to reflect stock-picking. ( filed herewith ) the extent required, it maintains policies and procedures reasonably Follow reasonably current basis and reasonable. Date and no later than the Effective eric cole warlander to a maximum amount of $ 1.5billion ; and to Some... That maximizes value to the extent required, it maintains policies and procedures reasonably Follow on. As practicable after the Execution Date and no later than the Effective Date, members managers... The estates on the NYSE, inter alia, the applicable terms set in!
Notre Dame Football Roster 1971,
Terrenos En Venta En Crosby, Tx 77532,
Drug Bust Seminole County Fl,
How To Change Blade On Sew Easy Rotary Cutter,
Articles E