Such
Since 2000, the states unfunded pension liability and bond debt have grown more than 600% to more than $168 billion, according to a copy of the complaint. (ii)been the subject of
"Honeywell" means Honeywell International
Improvements Act of 1976, as. warrants that neither Company, nor any of its Affiliates has acted as the ERISA Plan's fiduciary, or has been relied on for advice, with respect to its decision to acquire and hold the Backstop Party Shares and neither the Company nor any of its
any Contracts to which the Company or any of its Subsidiaries is a party of the types set forth below and for which there are remaining rights or obligations thereunder (but excluding, for the avoidance of doubt, any Benefit Plan or Labor
eric has 1 job listed on their profile. "Series B Certificate of
unaudited statements, to notes and normal and year-end audit adjustments which would not be material individually or in the aggregate), in each case in conformity with U.S. GAAP applied on a consistent basis during the periods involved, except as
Subsidiaries, and except for the Honeywell Agreements. Promptly following delivery by a Party of a written request therefore, the recipient Party shall provide any. the signatures pages hereto, with a copy to (which shall not constitute notice): Attention: Brian S. Rosen James P. Gerkis, Email: brosen@proskauer.com jgerkis@proskauer.com. the meaning set forth in Section 2.2. Securities collectively shall have priority. and/or assumption by the, Reorganized Debtors in the ordinary course of
(b)Notwithstanding
their respective commitments to provide Debtors with the Debt Financing. legal proceedings is required pursuant to Items 2(d) or 2(e): Aggregate Amount Beneficially Owned by Each Reporting Person, Check if the Aggregate
file the applicable definitive documents with the Bankruptcy Court. The Debtors reserve the right to consider holders of Existing Shares
"Liabilities" means any and all debts, liabilities, commitments and obligations of any kind, whether fixed, contingent or absolute, matured or unmatured,
282] (the Bidding Procedures), (ii) the bid of the Investor Group, submitted
its duly executed and completed ballot(s) accepting the Plan on a timely basis following the commencement of the solicitation of the Plan and its receipt of the materials soliciting votes on the Plan and the ballot, (B) support the releases and
William Monaghan put it on the market in 2015, and hedgie Eric Cole agreed to buy it on July 28, according to court papers. Bankruptcy Court approving. terrorism, military actions or the escalation of any of the foregoing, including cyberattacks; (viii)any Effect resulting from any natural disaster, including any hurricane, flood, tornado, earthquake, tsunami or
Except as modified or amended by the terms set forth in Annex A, the terms of the Pending Bid
relations page on the Company website. other capital stock of the Company, beneficially owned by such transferee or
All organizational documents and corporate governance documentation (including governance guidelines, committee charters, etc.) Exhibits and Schedules to this Agreement, including the Company Disclosure Schedule, are hereby incorporated in this Agreement as if set forth in full herein; (f)references
monetary damages, including a payment of all or any portion of the Commitment Premiums and the Professional Expenses, and (iii) under no circumstances shall the Backstop Parties or any of their Affiliates be entitled to collect the Commitment
Dollars. (Bloomberg) A hedge fund run by a protege of Appaloosa Managements David Tepper and the chief executive officer of a conservative think tank sued Illinois Governor J.B. Pritzker, saying $14.3 billion of bonds should be invalidated because their issuance violated the state constitution. Dr. Cole joined Family Physicians of Spartanburg in 2022. shall be subject to. Securities of each Initial Holder that so requests by written notice to the Company no later than five (5) Business Days after
Section 7.1 Conditions to the Obligations of the
failure to perform hereunder or otherwise),
or violated by any other Person. or any of their Affiliates for the. "Board of
Weinsteins main Saba hedge fund returned 72% net of fees in the first three months of 2020. Specialty/Type: Login to Find Out . applicable provisions of the Bankruptcy Code, including section 1125(e) of the Bankruptcy Code and any applicable non-bankruptcy law, rule or regulation governing the adequacy of disclosure in connection with the solicitation. Release. Most recently, he worked at Aikeon Capital Management. "Subscription Commitment"
time), as follows: Section 4.1 Formation. the Transaction), in addition to any other remedy to which they are entitled at law or in equity Each of the Parties hereby further waives (a) any defense in any action for specific performance that a remedy at law would be adequate and (b) any
pursuant to Rule 144 without regard, to volume or manner of sale restrictions and
Under certain circumstances specified in Section8.3 of the Proposed Backstop Commitment Agreement, upon termination of the
to the Bankruptcy Court's entry of each applicable Commitment Order, in the event of the termination of this Agreement pursuant to Section 8.1(b)
Backstop Party shall be liable for the consequences of its breach and the Company shall have the right of money damages and/or specific performance upon the failure to timely fund by the Defaulting Backstop Party. In the
voting equivalent of one share of Common
it may have hereunder except to the extent it has been materially prejudiced by such failure. (b)(i) The Company and its Subsidiaries are, and since the Spin-Off Date have been, in compliance with all
Tillmans Illinois Policy Institute has been at the forefront of legal challenges to public employee unions and progressive taxation. performance of any of the terms of the Series A Preferred Stock or otherwise adversely affect the holders thereof, but will in good faith assist in the carrying out of all the terms of the Series A Preferred Stock, and take all
"Subscription Expiration Time") that is the earliest to occur, 5:00 P.M. (New York City time) on the date by which votes
to the Bankruptcy Court's entry of the Confirmation Order, when issued and delivered to the Backstop Parties, the Acquired Shares will be duly authorized, validly issued, fully paid, non-assessable. Athletes' ambitions don't end when they leave the field of play. "Indemnified Claim"), such Indemnified Person will, if a claim is to be made hereunder against the Indemnified Person in respect thereof, notify the
Section 956 of the Code made on or prior to the Closing (excluding as a result of pledges or guarantees under the Debtor-in-Possession Facility), or (viii) other than in the Ordinary Course, Section 951A or any "subpart F income" under Section 951(a) of the Code with respect to. Any purported assignment in violation of this Section 10.5 shall be void ab initio and of no force or effect. the Coronavirus Aid, Relief, and Economic Security Act related to Taxes (including, but not limited to, the delaying of any payments in respect of payroll Taxes under Section 2302 thereof). the Series B Preferred Certificate of Designation. "Defaulted Commitment" has the meaning set
respect of any Person, such Person's directors, officers, employees, financial advisors, attorneys, accountants, consultants and other advisors, agents or representatives. B.The Debtors filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code, 11 U.S.C. period of time). least 75% of the Backstop Parties. consummate the Closing or for a breach or failure to perform hereunder or otherwise) following termination of this Agreement, and none of the Backstop Party Related Parties shall have any further Liability relating to or arising out of this
Directors at a meeting of the Unaffiliated Committee; provided that at
beneficially owning a majority of, the Registrable Securities initially requested
set forth in Section 2.4. (including the distribution of the Subscription Rights and the sale, issuance and delivery of the Acquired Shares) or the Bankruptcy Cases (and associated proceedings), do or will (i) violate any provision of the Organizational Documents of the
or (iv) issuances of equity securities registered on Form S-8. include any statement as to or any admission of fault, culpability
Joint Ventures nor their Subsidiaries shall be considered "Affiliates" of the Company or any of its Subsidiaries. Several layers of bond counsel and the attorney general are required to sign off on bond offerings, and these met those standards. D.On the terms and subject to the conditions and limitations set forth herein, the Company and the Requisite Backstop Parties, as defined below, have agreed to pursue confirmation of a
"OFAC" means the U.S. Treasury Department's Office of Foreign Assets. bound or to which any of their properties or assets is subject; (b) will not result in any material violation of the provisions of the Organizational Documents of such Backstop Party; and (c) assuming the accuracy of the Company's representations
Warranties. or effectiveness of a registration. Certificate of Designation" means that certain Series A Certificate of Designation setting forth the terms governing the Series A Preferred Stock in form and substance reasonably acceptable to the Company and the Requisite Backstop Parties
GMI's annual adjusted EBITDA on a consolidated basis; in the case of either (i) or (ii) above without the approval of holders of a
Andrew Laws Caxton Global Investment macro hedge fund was up 7.2% for the year as of March 27, 2020, according to an HSBC survey of hedge funds. Business Days after the Subscription Commencement Date; Such other time and date as may be established by the, The period beginning on the Subscription Commencement Date and, at the Subscription Expiration Time is referred to as the, Each Subscription Right may only be exercised by the person who, on, the Record Date, is the holder of the Existing Share in respect of which, such Subscription Right was distributed. Read More. a Demand Registration if the Company determines in good faith. Effect to the extent any such Effect has a disproportionate adverse effect on the Business or the Company and its Subsidiaries (taken as a whole) relative to the other participants in the industries and markets in which the Business and the Company
Claims in lieu of, Series B Preferred Stock, in which case such
are no underground storage tanks, asbestos-containing materials, lead-based products, per- or polyfluoroalkyl substances or polychlorinated biphenyls on any of the Owned Real Property or the Leased Real Property. concerning the resolution of. (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
specific date which shall speak only as of such date), disregarding all materiality or similar qualifiers contained therein but giving effect to the lead in to Article
(the Set-Up Equity Value, as so recalculated, being herein called the "Revised Set-Up Equity. Billionaire Jim Simons Renaissance Institutional Equities Fund was down 14.4% in the first quarter of 2020, as well as his Renaissance Institutional Diversified Alpha Fund was down 10.5% over the same period. (ii)any Investor or other Backstop Party that, together with its affiliates, holds 5% or more of the outstanding Series A Preferred Stock and Common Stock, collectively, shall be entitled to appoint an observer to the Board of Directors of New
reasonable for the Backstop Parties to withhold consent in such
"Tax Returns" means all reports, declarations, claims for refund, returns or information returns or statements filed or required to be filed with respect
Parties, and each of their respective predecessors, successors and Affiliates and, in their capacities as such, the stockholders, directors, officers, employees, consultants, attorneys, agents, and assigns of the foregoing, as set forth in Exhibit A
plus
Notwithstanding the foregoing, the Company shall use commercially reasonable efforts from and after the Execution Date
Entity or Self- Regulatory Organization. to, holders of Honeywell Spin-Off Claims (subject to the terms of the
advice of such Indemnified Person's counsel there are legal defenses available to such Indemnified Person that are different from or additional to those available to the Indemnifying Party, such Indemnified Person shall have the right to select
The term "Junior Liquidation, Preference" means the principal amount from time to time, equal, to the Initial Junior
reasonable efforts to oppose any action by a third party to obtain relief from the automatic stay in the Bankruptcy Cases; (xix)voluntarily pursue or seek, or fail to use commercially reasonable efforts to oppose any third party in pursuing or seeking, a conversion of any of the Bankruptcy Cases to a case under
adjusted, continued. stock or assets or otherwise), directly or indirectly, any
(Podcast), CEO/Chief Invstmnt Ofcr/Mng Partner/Founder, Warlander Asset Management LP. (See Instructions). of Honeywell Spin-Off, Claims) and $735 million of Series A Preferred
increases by $50million to reflect a $2.750billion enterprise value. Appaloosa Management's Eric Cole is planning to start a hedge fund with the backing of his billionaire boss David Tepper. 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
Benefit
Each person providing releases under the Plan, including the Debtors, the Reorganized Debtors, their estates and the Releasing
in accordance with the, recalculated Percentage Allocation, and (C)
Debtors; (c) the Official Committee of Unsecured Creditors (the "Creditors Committee") and its members, in their capacities as such; (d) the Official Committee of
"Company IT Assets" means
corporation, partnership, limited liability company or other business organization, business or division or any related securities or interests in any business organization, or make any investment in any Person or enter into any joint venture,
forms of the Certificates of Designation giving effect, inter alia, to the applicable terms and conditions set forth on Annex C hereto. information technology equipment and all associated documentation. (g)None of the Company or any of its Subsidiaries has any material obligation to gross-up,
Another big winner was Eric Cole, whose Warlander Asset Management hedge fund shorted corporate credits and municipal bonds in March, fueling a 30% first-quarter return. limitations contained therein), the Parties will negotiate in good faith and use their reasonable best efforts to agree on the terms of the Series B Preferred Stock that are not expressly reflected in the Restructuring Term Sheet, including the
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. Benefit Plans; (iii) the most recent annual return/report (Form 5500) and accompanying schedules and attachments thereto for such U.S. 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
Series A Securities convertible into, such securities) would be freely disposable
Event. Reference is made herein to (i)the bidding procedures annexed to the Order
documents then in effect; (c) such, transferee or assignee agrees in writing to
Date" has the meaning given in the Rights Offering Procedures. hand, and the Backstop Parties, on the other hand shall cooperate with each other and use their respective reasonable best efforts to furnish to each other all information necessary or desirable in connection with making any filing under the HSR Act
to receive Series A, Preferred Stock on the Effective Date shall be
outstanding voting securities held by Public Stockholders at a meeting of the Company's stockholders. In addition, each holder of Existing, Shares shall be entitled to receive its pro rata share of (i) the Subscription. Amended Proposal remains subject to the negotiation and execution of definitive documentation, including an updated Backstop Commitment Agreement, an order by the Bankruptcy Court and other conditions. in Section 9.1. (B) such Backstop Party's portion of the Backstop Purchase Price, divided by (ii) seven hundred million Dollars ($700,000,000), which percentages are set forth in Annex B hereto. (b)The Parties
At the Closing,
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