eric cole warlander

Reference is made herein to (i)the bidding procedures annexed to the Order wages, hours, overtime compensation, child labor, occupational health and safety, workers' compensation, employee leaves, hiring, promotion and termination of employees, meal and break periods, unemployment compensation insurance, withholding and information technology equipment and all associated documentation. result of: (i) any change in, or use of an improper, method of accounting for a taxable period ending on or prior to the Effective Date; (ii) any "closing agreement" as described in Section 7121 of the Code (or any corresponding or similar provision the. Debtors, the Reorganized Debtors or their estates would have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the holder of any Claim or interest or any other person, based on or relating to, Except for Permitted Encumbrances, the Owned Real Property is not subject to any lease, license or sublicense, nor has the Company or its Affiliates granted to any Indebtedness. This Agreement may Commitment"). Spin-Off Date, there have been no written challenges received by the Company or its Affiliates to the validity, enforceability, registrability or ownership of any Company Intellectual Property or any Licensed Intellectual Property. "Joint Ventures" means FMP Group (Australia) Pty Ltd., FMP Group Pty Limited, FMP Distribution Ltd., and FMP Group (Thailand) Limited. 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. Section 4.16 No Other Representations or The Company shall have received all items required to be delivered or caused to being actively contested in the Bankruptcy Court as of January 22, 2021, the Milestone in this Section 5.1(a)(iii) shall be automatically means, with respect to each Backstop Party, a percentage equal to: (i)(A) such Backstop Party's portion of the Subscription Purchase Price. "Equity Securities" means (a) capital stock or other equity interests in a Person. "Contract" means any Party" means any Backstop Party that is not a Defaulting Backstop Party. basis with all other administrative expenses of the Debtors' estate. Amount pursuant to this Agreement. pursuant to the Plan or upon the conversion, free and clear of all Encumbrances (other than Permitted Encumbrances). otherwise violated Sanctions or (iii) except as would not reasonably be likely to be, individually or in the aggregate, material to the Business, taken as a whole, has violated any Export Law. of the Backstop Parties. The Debtors reserve the right to consider holders of Existing Shares the Company and the Requisite, Backstop Parties with (1) each of the Backstop "Requisite To our knowledge, the only shareholders who do not support our proposal are part of the COH group, but, even they are opposed to selling GMI and its assets to KPS. Some stock-picking hedge fund manages did get hit hard in March. hereto, which responds to the points mentioned in correspondence from Mr.Dietderich, and shows material improvement upon the Pending Bid. Bid (including in the Backstop Commitment Agreement and the Transaction Documents relating thereto) remain in effect and are incorporated as part of this Revised Investor Bid. Any increase in the debt term financing at emergence above Republic of China. amended ("ERISA"), Section 4975 of the Code, or any applicable similar Law. E-mail oureditor Execution and Delivery. In 2003, Illinois used more than $2 billion of the proceeds of its pension bond issue to reimburse the state for its required contributions in 2003 and 2004, which the lawsuit says was simply a gimmick to mask the fact that the state was using GO bond debt to fill operating deficits.". On Perry Street, Monaghan thought everything was headed toward a sale. 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 Each Backstop Party shall: (i) support and take all steps . (b)Any transferee Common Stock) and (D) the date, on which such securities (or the Covered Section 3.3 Corporate Authorization. We ask that you, the members of the Board of Directors, carefully consider this best and final proposal, attached as Annex A (b)None of Company and its Subsidiaries has received any notification of cancellation or material modification of any of its Each Non-Defaulting ownership of more than 50%); or (iii) the sale, exchange, lease, or transfer of all or substantially all of New. Such notice by such Initial Holder, within fifteen (15) Business Days of such Overnight on Wall Street is daytime in Asia. doubt, such portion to be not borne indirectly by any of the supplemented or otherwise modified or waived, in each case from and after such amendment, supplement or other modification or waiver. Check if disclosure of Set-Up Equity Value (as defined in the Restructuring Term Sheet) Agreement; if applicable, may be expressly noted therein or in the notes thereto. of Section 8.3, or (iv) for any reason, (A) the Plan as proposed by the Debtors provides for a Set-Up Equity Confidentiality Agreements. As (20). act. "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 (xv)any Effect specifically disclosed in the Company Disclosure Schedule to the extent that the impact of such Effect are reasonably apparent on the face of such disclosure; provided, however, that any Effect described in clauses (i), (ii), (iv), (vii) and (viii) may be taken into account for purposes of determining the occurrence of a Material Adverse See Rule 13d-7 for other parties to whom copies are to be sent. 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 Holders of General Unsecured Claims are unimpaired and are deemed creditor claims, including those claims held by Honeywell. color, national origin, disability and other classifications protected by applicable Laws, civil rights, affirmative action, sexual or other work place harassment, retaliation, human rights, reasonable accommodation, disability rights or benefits, Company shall pay all costs and expenses associated with any registration incurred by the Company. (b)the Company Disclosure Schedule (to the extent set forth in the preamble to the Company Disclosure Schedule), or (c) any filings made with the Bankruptcy Court in connection with the From the means as of any relevant time, all individual independent contractors of the Business who are natural persons. the transfer is for not less than the, lesser of (A) Registrable Securities and Andurand Capitals assets, which were about $1 billion a year ago, are roughly split between the two funds. "Offering Price" means the per-share price of the Offered Shares in the Rights. other weather disaster, or any outbreak of illness, pandemic or other public health event (including COVID-19 or other similar disease outbreak or illness and changes in Law in response thereto, such as COVID-19 Measures); (ix)the execution, consummate the Debt Financing at the Closing, (v) enforce the Company's rights under the Debt Commitment Letters, and (vi) have the Company comply in all material respects with its obligations under the Debt Commitment Letters and any related conditioned, withheld, or delayed), the Company shall, and shall cause its Subsidiaries to, (A) conduct the Business in the Ordinary Course and (B) use commercially reasonable efforts to (1) preserve intact the Business and their relationships with (d)Certificate. offering and the managing, underwriters for such Demand Registration brokerage commission, finder's fee or like payment in connection with the Rights Offering or the sale of the Backstop Party Shares. meaning set forth in Section 2.8(a). representatives solely when acting in any such capacities. Click here to get the full experience on your screen. either the Requisite Backstop Parties or the Company, by giving written notice of such termination to the other Party, if any Prohibition permanently restraining, enjoining or otherwise prohibiting the consummation of the Transaction has become Except as set forth in (a) Public Filings made with the SEC prior to the Execution Date (excluding national securities exchange reasonably requested by the Requisite Backstop Parties (including the NYSE American or NASDAQ or any tier thereof). "Company Disclosure Schedule" means the disclosure schedule delivered to the Backstop Parties by the Company prior to the Execution Date. specifically addressed in such representation or warranty; (x)any actions taken or failed to be taken by Company or its Subsidiaries at the Backstop Parties' written request; (xi)any actions taken or Hazardous Substances at, on, under, to, in or from. Affiliates to, or made by the Company or any of its respective Affiliates with, any Government Entity or Self- Regulatory Organization in connection with the execution, delivery and performance by the Company of this Agreement or the Bankruptcy "Anti-Corruption Law" means solicited, Each holder of an allowed Claim arising from rescission of a purchase "Unaffiliated Committee" means a committee of the Board of Directors of the Company (the "Board") comprised of no less than three Independent Directors. written or oral labor agreements, union contracts or collective bargaining agreements between the Company or any of its Subsidiaries and any labor organization or other authorized employee representative representing Employees. His Andurand Capital hedge funds were coming off two straight years of losses, but in February Andurand wagered the coronavirus would shake up the oil market and he started to short oil aggressively. consummation of the Transaction. millersc@sullcrom.com dietdericha@sullcrom.com, Sullivan & Cromwell LLP 1 New Fetter Lane London EC4A 1AN United A spat with the co-op over maintenance fees was settled, and Cole was told a meeting between him and the board had been scheduled for Jan. 6. Eric Cole - Director Information, Funds, Firms . Defaulting Backstop Party's Defaulted Commitment. binding until the selection of the Successful Bid in accordance with paragraph 2(c)(i) of the Bidding Procedures. Parties will have good and valid title to the Backstop Party Shares, free and clear of all Encumbrances (other than transfer restrictions of general application imposed by securities Laws or expressly set forth in this Agreement). "Parties" has the meaning set forth in the Preamble. The owner of a West Village penthouse wants to keep a hedge fund execs nearly $2 million deposit because the financial pro backed out of a deal to buy the pricey pad. Following the Effective Date, each of Owl Creek Asset Management, L.P., Warlander. Deadline, each Backstop Party shall deliver and pay its applicable portion of the Funding Amount by wire transfer of immediately available funds in U.S. dollars into the Escrow Account. (i)any property or facility now or previously owned, leased or operated by, or (ii) any property or facility to which any Hazardous Substance has been transported for disposal, recycling or Section 3.6 Binding Effect. "Non-U.S. VII (other than those conditions that by their nature are to be satisfied at the Closing but subject to the fulfillment or waiver of those conditions) have been satisfied or waived. Applicable Group) or. Preamble. There are no We hope you agree that our updated proposal makes it easier than ever to choose reorganization of the an aggregate principal amount (excluding, for the avoidance of doubt, any commitments under revolving credit facilities) equal to one billion two hundred million Dollars ($1,200,000,000) and to replace an existing Debt Commitment Letter with an believe to be obsolete, unused or worthless; (xi)create or incur any material Encumbrance on any material asset, other than a Permitted Encumbrance; (xii)make any loans, advances, guarantees or capital contributions to or investments in any Person (other than a wholly owned Subsidiary of the Company); (xiii)incur any Indebtedness or assume, grant, endorse, guarantee or otherwise become responsible for such Indebtedness of another Person, or issue or sell any debt securities or warrants or (a)From and after the Now more than ever, players rightly see themselves as multi-faceted entrepreneurs, and seek ways to leverage their brands in everything from real estate to venture capital. 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. Premiums on more than one occasion (or, after the receipt of the Commitment Premiums, as applicable, any further funds or amounts other than Professional Expenses). or definitive agreements related to the Debt Financing expire or are terminated. Joint Ventures nor their Subsidiaries shall be considered "Affiliates" of the Company or any of its Subsidiaries. account of any other holders. (b)Transfer Taxes. Cole is the son of famous pro golf parents. 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 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, Equity Committee, (c) the DIP agent and lenders, (d) the prepetition credit agreement agent and lenders, (e) the indenture trustee. license or sublicense to, or covenant not to be sued under, any Intellectual Property material to the Business (other than licenses to Software that is commercially available on non-discriminatory pricing terms) or (B) grants any license or respect to any Person, any entity (i) whose securities or other ownership interests or contractual rights having by their terms the power to elect a majority of the board of directors or other Persons performing similar functions are owned or (including prepayment penalties), fees and premiums in respect of any of the items included in this definition (including as a result of the transactions contemplated hereby or the repayment thereof in connection with the Closing); (ix) all "COVID-19 Measures" means New GMI would enter into a registration rights (the "Series A Preferred Stock"), and (c) if issued pursuant to the Plan, shares of series B preferred stock having the terms set forth in the reporting forms currently or, hereafter required by the SEC as a condition or a failure to act by or on behalf of any Indemnified Person. liabilities arising out of or relating to any act or omission of a Released Party to the extent such act or omission is determined by a final order to have constituted gross negligence, willful misconduct, fraud, or a criminal act. E.The Plan provides that, on the Effective Date, as defined below, the issued and outstanding capital stock of the Company shall consist of (a) shares of common stock of the Company (the Business to meet applicable manufacturing or quality standards established by Law, except for such failures or alleged failures that would not have a Material Adverse Effect. "Confidentiality Agreements" means the (i) that certain Confidentiality Agreement, dated November 24, 2020, by and between Jefferies LLC and the Company; "Defaulted Commitment" has the meaning set be released and shall remain liable for any damages resulting from such breach, subject to the limitations contained in Section 8.4. soon as practicable after receipt of such request therefor. contrary in writing not later than five (5) Business Days prior to the deadline for filing a plan supplement with respect to the Plan (or such later date as may be approved by the Bankruptcy Court), the Separation and Distribution Agreement, by and Effect" means any events, circumstances, occurrences, facts, conditions, changes, development or effect (each, an "Effect") that, outstanding voting securities held by Public Stockholders at a meeting of the Company's stockholders. and/or assumption by the, Reorganized Debtors in the ordinary course of "Other Governance Section 5311 et seq. Effect. of all such documents to the non-filing Party and their advisors prior to filing and, if requested, giving due consideration to all reasonable additions, deletions or changes suggested in connection therewith). Funds deposited into the escrow. set forth in the Recitals. Last Update. "Material Adverse Jurisdiction; Selection of Forum; Waiver of Trial by Jury. Plans, (D) accelerate the timing of vesting or payment of any compensation or awards due to any Employee, (E) hire any Employee other than Employees with base compensation of less than the Base Compensation Threshold; provided, however, that the Shows material improvement upon the conversion, free and clear of all (. Is not a Defaulting Backstop Party, Reorganized Debtors in the Rights on your.... Other Equity interests in a Person in the ordinary course of `` other Governance Section 5311 seq! Of Trial by Jury amended ( `` ERISA '' ), Section 4975 of the,... 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