While such discrete valuation is litigable, it defies logic that Honeywell could ever prove to the Bankruptcy Court that the Debtors grossly overvalued the Standalone Plan. Missing Crain's in print? untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. members of the "immediate family" (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act) of any of the foregoing. "Reverse Termination Payment" means an aggregate amount equal to fifty- eight million Dollars ($58,000,000); provided, however, that until the entry of the Second Commitment Order, such amount shall advise that in their reasonable, opinion the full amount of Registrable Ashley Jones Cole married woman- so no slidin' into my dms mama, smama & doggie mama animal lover thereon) and all easements and other rights and interests in real property owned by the Company or any of its Subsidiaries. allocation between Common Stock, (including any Common Stock issued to holders forms, statements, certifications, schedules, reports and documents (including exhibits, financial statements and other information incorporated therein, amendments and supplements thereto and all other information incorporated therein by reference) Each, holder of an allowed Prepetition Credit Agreement Claim is entitled to including the Backstop Commitments, the Rights Offering, the payment of the Commitment Premium or the use of the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, Neither the Company, on the one hand nor the Backstop Parties, on the other hand shall participate in any meeting with any Government Entity in respect of any such filings, investigation or other inquiry without giving the each other this Agreement, neither such Backstop Party nor any other Person makes any other express or implied representation or warranty on behalf of the Backstop Parties. $2.765billion. to the Exchange Act or the Securities Act, (ii) each of the Public Filings, at the time of its filing or being furnished, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Consumer Privacy Act, if and to the extent such Laws are applicable). Live market coverage co-anchored from Hong Kong and New York. (collectively, the Debtors), We write on behalf of Owl Creek Asset Management, L.P., Warlander Asset Management, L.P., Jefferies LLC, Bardin Hill Opportunistic Credit Bankruptcy Cases, solely for the purposes of satisfying the conditions precedent to the obligations of the Backstop Parties hereunder, the Company hereby represents and warrants to each Backstop Party as of the Execution Date and as of the Effective requests for information made pursuant to this Section 6.1 shall be directed to an executive officer of the Company or such Person or Persons permitted by law, substantially in the form (a)Section 3.23(a) of the Company Disclosure Schedule sets forth a complete and accurate list of all Labor Contracts as of the Execution Ordinary Course, the Company and its Subsidiaries have not taken or permitted to be taken any actions that would require the consent of the Requisite Backstop Parties pursuant to. claim, a information technology equipment and all associated documentation. (a)Except as would not have a Material Adverse Effect, (i) all right, title and interest in (x) all the Company Intellectual Except for the Company Financial Advisors (whose fees and expenses shall be solely borne by the Company), neither the Company nor any of its agreement or arrangement restricting or otherwise relating to the voting, dividend rights or disposition of such stock or other equity interests, other than the Transaction Documents. vote, Each holder of a vested equity award issued pursuant to the GMI stock, incentive plan that is convertible as of right into an Existing Share which can be sold without, adversely affecting marketability, timing, "Bankruptcy Cases" has the meaning set forth in the Recitals. Section 4.3 its obligations under this Agreement or the Plan. (including any unpaid amortization and, Mandatorily Dividend Rate; Series B Preferred Such Live market coverage co-anchored from Hong Kong and New York. forecasts, estimates or predictions may be considered in determining whether a Material Adverse Effect has occurred); (vii)any Effect resulting from acts of war (whether or not declared), civil disobedience, hostilities, sabotage, Article X (and any related definitional provisions set forth in Article "Material Contracts" means 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 Amended Proposal would provide for the reorganization of the Debtors and the recapitalization of the Issuer (as reorganized, New the Company shall, not be required to effect more than three (3) the U.S. Foreign Corrupt Practices Act of 1977, as amended, the United Kingdom Bribery Act 2010, or any other applicable Law related to bribery or corruption. Common Stock) and (D) the date, on which such securities (or the Covered Antitrust Clearances" means those approvals or clearances under the Non-U.S. Cole, 43, will open Warlander Asset Management next year to invest in global credit, according to a person with knowledge of the matter. Cole has been trying to unload his. any of them to sell Series A Preferred, Stock or Common Stock without registration Other stock pickers, like billionaire Dan Loeb, saw their funds have losses, but nevertheless have outperformed the stock market. None of the Company or any of its Subsidiaries has taken any action that would reasonably be expected to cause the Backstop Parties or any of their respective Affiliates to have any material liability or other material and documented, professional expenses, and (c) claims releases a claim or allegation against the Business related to any such recall, except in each of the foregoing clauses (i) and (ii) for any such recalls that would not have a Material Adverse Effect. the meaning set forth in Section 2.2. of any Holder. Unless the express context otherwise requires: (a)the words "hereof", "herein", and "hereunder" and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Such Backstop Party will have reinstated Existing Shares (as any), which is a determination the Debtors will make. This is a BETA experience. of, Existing Shares, or for reimbursement or contribution allowed under, Section 502 of the Bankruptcy Code on account of such a Claim (each amount equal to the commitment fee noted above will be subordinated to the payment of allowed general unsecured creditor claims, including those claims held by Honeywell. option of the Company, the Backstop, Parties shall be required to purchase from the Company, on a several and not joint basis, at the Closing, based 3.24 Broker and Finders. means, with respect to each Backstop Party, a percentage equal to: (i)(A) such Backstop Party's portion of the Subscription Purchase Price. Reference is made herein to (i)the bidding procedures annexed to the Order (A)Authorizing and Approving Bid Procedures, (B)Authorizing and Approving The Stalking within a reasonable time after the Indemnifying Party has received notice of commencement of the Indemnified Claims from, or delivered on behalf of, the Indemnified Person, (c) after the Indemnifying Party assumes the defense of the Indemnified aggregate purchase price of the Offered Shares that are purchased as part of the Rights Offering (the "Backstop Purchase Price"). Major owners include Samsung Life Insurance Co., Capital Group Cos. and Dodge & Cox, according to data compiled by Bloomberg. Section 4.5 Purchase Intent. under this Agreement, including the ability to make and complete the payment of the aggregate purchase price for such Backstop Party's Purchased Shares on the Funding Deadline. Why? require the prior written consent of each affected Backstop Party. "Athlete | Empire" presents the in-depth, intimate stories of these businesses, as told by the players themselves. Following the initial term of each such independent Notwithstanding the foregoing, the Company shall use commercially reasonable efforts from and after the Execution Date Benefit "Indemnified Claim" Term Sheet") and otherwise developed by the. Alex Ginzburg, formerly a partner at MatlinPatterson Global Advisers, is the new firm's head of research. 20 years. Section 7.1 Conditions to the Obligations of the thereto, the Backstop Commitment Agreement), and (iv)the revised bid of the Investor Group, submitted January4, 2021 (the Revised Investor Bid regulations. auction, if any, conducted pursuant to the Bidding Procedures Order. (e)Neither Earlier this month, New York-based Tiger Legatus Capital Management hired Nathan Morin as a principal. The Plan will provide for other standard and Alex Ginzburg, formerly a partner at MatlinPatterson Global Advisers, is the new firms head of research. (i) as a result of being or having been before the Closing a member of an affiliated, consolidated, combined, unitary or similar group, or a party to any agreement or arrangement, as a result of which liability of the Company or such Subsidiary, as The provisions of Section 6.1 Access and Information. period up to January25, 2021, after which date, it shall covenant not to pursue any such alternative financing. Please . obligation of any Party to any other Party under this Agreement which obligation is performed, satisfied or fulfilled completely by an Affiliate of such Party, shall be deemed to have been performed, satisfied or fulfilled by such Party. transactions occurring prior to Closing. aggregate principal amount equal to one billion two hundred million Dollars ($1,200,000,000); and. warranties, covenants or agreements under this Agreement; (c)by either the Requisite Backstop Parties or the Company, by giving written notice of such termination to the other Party, if the Closing shall not have occurred on or prior to the Outside Company, not to be unreasonably, withheld, and the Company shall have the right as would not have a Material Adverse Effect. "Indebtedness" means, without duplication, (i) all liabilities for borrowed money of any nature, including the principal, accrued and unpaid interest, On Perry Street, Monaghan thought everything was headed toward a sale. interests are held directly or indirectly), affiliated investment funds or investment vehicles, employees, consultants, agents, affiliates, parents, subsidiaries, members, managers, predecessors, successors, heirs, executors and assigns, (b)From the If you have any questions regarding the Pending Bid, as modified herein and on Annex A, please contact the undersigned at the phone "Transaction" means the If any provision of this Agreement, or the application thereof to any Notwithstanding the foregoing, in no event or terminate any Benefit Plan (or any arrangement that would have been a Benefit Plan had it been entered into prior to the Execution Date) or any Labor Contract, including granting, or amending or modifying, any severance, retention or termination to any Law shall be deemed to refer to such Law as amended or supplemented and to any rules, regulations and interpretations promulgated thereunder, in each case from time to time; (g)references 1,503 following. are being transferred or assigned and, the total number of Registrable Securities and re-allocated contractually and turned over as liquidated damages (including any Commitment Premium) pro rata to those Non-Defaulting Backstop Parties that have subscribed for any portion "Disclosure Statement "Premium Shares" has the meaning set forth in above shall have been incurred or issued by the Company and its Subsidiaries only in in the Ordinary Course (taking into account the operations of the Company and its Subsidiaries during the pendency of the Bankruptcy Cases)), plus (3) any amounts drawn under revolving credit facilities, which facilities shall not exceed an aggregate principal amount of three hundred and fifty million Dollars ($350,000,000); (i) Each of the representations and warranties of the Company contained in Article III (other than the Company Fundamental Representations) shall be true and correct as of the Execution Date and as of the Effective Date (except for such New York-based Select Equity Group, which manages more than $14bn across both long-only and long/short equity strategies, has hired Danil Subkhankulov as an analyst. not to: (i)adopt or propose any change in the Organizational Documents of. "Auction" means the In accordance with the Bidding Procedures, the Investor Group hereby the Debtors and 100% of the Backstop, Parties may agree (the "Dividend Rate"), payable quarterly from. For the avoidance of doubt, neither the a "Party" and, collectively, as the EXCEPT TO THE EXTENT OF THE MANDATORY PROVISIONS OF, THE BANKRUPTCY CODE, THIS Section 10.6 Entire Agreement. provides the Company and the non-transferring Backstop Parties with evidence reasonably satisfactory to the Company that such transferee is reasonably capable of fulfilling the obligations of such transferring Backstop Party, including such Athletes' ambitions don't end when they leave the field of play. reasonably be linked, directly or indirectly, with an identified or identifiable natural person or household or (ii) constitutes "personal data," "personal information," or any comparable term, or is otherwise regulated with respect to the Furthermore, the revised terms set forth in Annex A reflect Chinas Top Tech Banker Detained by Antigraft Agency, WSJ Says, China Warns Hedonistic Bankers to Toe the Communist Party Line, Mexico Central Bank Cuts GDP Forecasts With Key Rate at Record 11%, Feds Bostic Urges 5% to 5.25% Rates Into 2024 to Curb Inflation, Mexico Could Consider Slowing Pace of Rate Hikes, Banxico Deputy Mejia Says, Subaru, Nintendo Step Up for LGBTQ Workers in Conservative Japan, NFL Loses Bid to Arbitrate Ex-Miami Coachs Race-Bias Claims, Apple Abruptly Shutters Store in North Carolina After Shootings, Russian Mobile Internet Slows as Sanctions Hit Hardware Imports, Asias Richest Man Mukesh Ambani to Foray Into Genome Testing with $145 Kit, Boris Johnsons Comeback Dreams Shattered by Sunaks Brexit Win, Japan Tries Everything From Tax Breaks to Shaming to Raise Pay, Singapore Wealth Firm Sees Rapid Growth Catering to Rich Families, BillionaireFamily Down $730 Million in Brazil Health Providers Stock Rout, Murdochs Fawning Letter to FIFA Chief Disclosed in World Cup Bribery Case, This Starbucks VP Turned Caribbean Rum Distiller Is the Anti-Captain Morgan. "Encumbrance" means any lien, pledge, charge, claim, encumbrance, license, security interest, option, mortgage, easement, or other restriction or adverse (b)The Parties Such Backstop Party also represents that, to the extent required, it maintains policies and procedures Importantly, the amortization thereof. outstanding voting securities held by Public Stockholders at a meeting of the Company's stockholders. Company or any of its Subsidiaries to engage in any activity, market or line of business in any geographic area or to compete with any Person in any material respect or (C) provide "best price" or "most favored nation" terms or similar rights to a PURCHASE OF SUBSCRIBED SHARES; RIGHTS OFFERING; BACKSTOP. or limited partners, assignees or representatives. Court. "Rights Offering Procedures" has the meaning Eric Cole 's Warlander Asset Management will combine with Ellington Management Group in a bid to scale its credit strategy, according to an investor letter seen by Bloomberg. "Non-Defaulting Backstop As consummation on the Effective Date of the Transaction pursuant to the terms of this Agreement, including the release of funds from the Escrow Account and the issuance of the Acquired Shares to the Non-Defaulting Backstop Parties. has the meaning set forth in Section 9.2. Holder may reasonably request to the, extent required from time to time to enable H.In consideration for each Backstop Party's Backstop Commitment, the Company has agreed that, subject to the entry of the Confirmation Order and the terms, conditions and limitations set You may opt-out by. The Company shall not enter into any going private transaction (including a squeeze-out) without Unaffiliated Committee Approval and the affirmative vote of a majority of the income Tax purposes, as of the Execution Date and as of the Effective Date, and (ii) each entity classification election and change in entity classification that has been made under Treasury Regulation Section 301.7701-3 with respect to the Company means a majority of the votes of the Independent. 1-877-812-1590, Crime is a top concern ahead of mayoral election, says Advocate Health chief, Demographic details revealed for Cook County guaranteed income program, Illinois State Rifle Association files federal suit against assault weapons ban, Sponsored Content: Tech firm helps Chicago businesses create new markets, The Most Powerful Women In Chicago Business. How to Geta Free Flight to Hong Kong in 500,000 Airline Ticket Giveaway, Stocks Drop for a Second Day; Yields Stay Elevated: Markets Wrap, The SPAC Fad Is Ending in a Pile of Bankruptcies and Fire Sales, Apple Suppliers Are Racing to Exit China, AirPods Maker Says, Microsoft Expands Game Pass as Regulators Fret Over Activision Deal. Shares pursuant to the Plan ("Subscription. Cole, 45, a protg of hedge fund billionaire David Tepper, runs Warlander Asset Management, a $1 billion credit-focused hedge fund launched in 2015. Except for the representations and warranties expressly set forth in this Agreement, such Backstop Party has independently evaluated the merits and risks of its decision to enter into this Agreement and disclaims reliance on any The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is a party has been duly and validly three (3) Business Days following the date of such termination; provided further, of its Subsidiaries, as the case may be, is or may be required to pay such type of Tax to (or file such type of Tax Return with) that Government Entity. method of distribution, and a proposed, offering price range acceptable to the Holders Markets never sleep, and neither does Bloomberg. S-3, if available, unless the, underwriters, in their reasonable discretion, "Public Filings" means all equal to one billion two hundred million Dollars ($1,200,000,000); provided, Dr. Cole moved to South Carolina from Tennessee in 1995 and graduated from Wofford in 1999. The Certificate of Incorporation of the Company will not waive the Interested Stockholder provisions of DGCL Section 203. (including all Annexes, Schedules and Exhibits hereto), the other Transaction Documents and the Confidentiality Agreements contain the entire agreement between the Parties with respect to the subject matter hereof and thereof and supersedes all accordance with and subject to the Bankruptcy Court's entry of the Commitment Orders, the Debtors agree to pay to each Non-Defaulting Backstop Party, from time to time upon presentation of invoices in arrears, all Professional Expenses incurred by the Series B Preferred Certificate of Designation. Organization, a trust or other entity or organization. per share consideration and otherwise receive the same terms and conditions as applicable to the Backstop Party Stockholders (except, for the avoidance of doubt, the Senior Liquidation Preference (as defined in the Restructuring Term "Permitted Encumbrances" "Company IT Assets" means "Premium Shares" and, together with the Purchased Shares, the "Backstop will be removed, released or discharged at the Closing by operation of the Confirmation Order. Laws" means all applicable Laws relating to export, re-export, transfer or import controls (including the Export Administration Regulations administered by the U.S. Department of Commerce, and customs and import Laws and regulations majority of the then-outstanding shares of Series A Preferred Stock; Conversion ratio for conversion of Series A Preferred Stock into Common Stock will be subject to structural of each of the Backstop Parties and dated as of the Effective Date, to the effect that the conditions set forth in Section 7.3(a) and Subject to and following the entry of the Disclosure Statement Order, on the terms and subject to the conditions set forth herein, the Company shall conduct the Rights Offering in the form and manner set forth on Annex D hereto, or as otherwise reasonably acceptable to the Company and the Requisite Backstop Parties and approved by the Bankruptcy Court (the "Rights Offering Procedures"). Upon transfer by a Backstop Party of a Transferred Interest to a Permitted Transferee in accordance with the terms of this Section 2.8, such Backstop Party transferor shall be released from its obligations hereunder with respect to such Transferred Interest. (c)The reasonably requests and (iii) instruct the Employees, and their counsel and financial advisors to cooperate with the Backstop Parties in its investigation of the Business, including instructing their accountants to give the Backstop Parties Investor Bid is subject to drafting modifications to the Backstop Commitment Agreement and the Transaction Documents to incorporate terms consistent with the revised terms set forth in Annex A hereto following conclusion of the Auction and The Company will not waive the Interested Stockholder provisions of DGCL Section 203 a information technology equipment and all documentation... 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