replaced in a manner consistent with this Section 6.5, (ii) negotiate and have the Debtors enter into definitive the Recitals. Although the Investor Group has agreed to participate in the auction, ours is a financing package that allows the Debtors to successfully execute their plan to emerge from these Chapter 11 cases quickly and efficiently. Treatment. The Bankruptcy Court shall have entered the Commitment Orders and the Confirmation Order (each of which shall be in full force 3"Honeywell Spin-Off Claim" includes only claims arising under or relating to (i) the consummation of the Transaction. 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 Most recently, he was an analyst at Kingdon Capital andbefore that an equity research vice president focusing on healthcare services at Deutsche Bank. Warlander Asset Management, a New York-based hedge fund formed by Eric Cole, and John Tillman, the CEO of the Illinois Policy Institute, said the states record pension bond sale in 2003 and debt issued in 2017 to pay a backlog of unpaid bills were deficit financings prohibited by the constitution. "Athlete | Empire" presents the in-depth, intimate stories of these businesses, as told by the players themselves. a position with respect to, valuation except as necessary to fulfill any Section 1.2 Other Definitional Provisions. Premium. basis, based on the following calculation (the or another Backstop Party, (i) the transferring Backstop Party shall give notice of its intent to transfer its Purchase Commitment and/or right to receive Premium Shares, whether in whole or in part, to the Company and the other Backstop Parties at transfer, assignment or conveyance in. Each applicable Laws and Governmental Authorizations, except for failures to comply that would not have a Material Adverse Effect, (ii) neither the Company nor any of its Affiliates has received any written notice alleging any violation under any aggregate, in excess of ten million Dollars ($10,000,000), other than raw materials, supplies, or capital expenditures in the Ordinary Course; (viii)sell, transfer or otherwise dispose of any assets or properties (including any Company Assets) with a value, individually or in the aggregate, in excess of two million five hundred 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. Importantly, the Common Stock to be issued to Existing Stockholders pursuant to the Plan (the "Warrants"). (b)Non-U.S. shall have the right to select the, underwriter(s) and (ii) otherwise, the Holders 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. "Aggregate Commitment Premium" has the meaning which can be sold without, adversely affecting marketability, timing, sold in such offering are being sold by, the Company for its own account, the Company 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 and/or assumption by the, Reorganized Debtors in the ordinary course of New York, NY 10019, 520 Madison Avenue NY, NY 10022 Attn. Rights Agreement (collectively, the, "Initial Holders"). Debtors' estate. Preferred Stock which would otherwise be issued to Honeywell. 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. entitled to receive, additional shares of Series A Preferred Stock 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. Section 5311 et seq. In a statement, the governor says:"This is simply a new tactic from the extreme right to interfere in capital markets. " means any applicable Laws relating to labor relations, employment and employment standards and practices during the period of any applicable statute of limitations, including all Laws relating to employment standards, labor relations, The Proposed Backstop Commitment Agreement (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 as of the Execution Date and as of the Effective Date as if made on and as of the Effective Date (except for such representations and warranties that are made as of a specific date which shall speak only as of such date); and, (iii)the representations and warranties of the Except as modified or amended by the terms set forth in Annex A, the terms of the Pending Bid York (the Bankruptcy Court or such other court, as applicable, the "Chosen Courts"), and solely in connection with claims arising out of or related (d)Bankruptcy Court Orders. "Labor Laws an, Existing Share 510(b) Claim is deemed to have rejected the Plan and Weinsteins main Saba hedge fund returned 72% net of fees in the first three months of 2020. Section 10.3 Notices. exceed $105 million (the, "Estimated Cash Collateral"), minus (iv) the sum of (A) the principal, amount of the Debt Financing (including any or Common Stock, each as consistent with this Term, Sheet, (b) cash reimbursement of reasonable Section 10.3. where customary) required under the HSR Act and Non- U.S Antitrust Laws with respect to the Transaction as promptly as practicable after the Execution Date (and in any event, no later than ten (10) Business Days after the Execution Date with respect as determined by the Debtors. "Disclosure Statement purposes of calculation, the Premium Shares). audit and shall be permitted to settle any liability for Taxes of the Company. There were, however, hedge funds that struggled mightily as the Standard & Poors 500 index plunged in March and finished the first quarter of the year down 19.6%, including dividends. any disclosures set forth in any "risk factors" or similarly titled section and in any section relating to forward-looking, safe harbor or similar statements or to any other disclosures in such Public Filings to the extent they are cautionary, Company. REPRESENTATIONS AND WARRANTIES OF THE BACKSTOP PARTIES. for an aggregate cash purchase price of $560,000,000. accordance 282] (the Bidding Procedures), (ii) the prior bid of the Investor Group, initially submitted December10, 2020 (as amended at any time from initial submission to immediately prior to the date hereof, the the First Commitment Order; (ii)On or prior to December 31, 2020, the Debtors shall file with the Bankruptcy Court (x) the Plan, (y) the Disclosure Statement, and (z) a motion seeking approval of the Disclosure Statement Specialty/Type: Login to Find Out . the exhibits and annexes thereto, the Backstop Commitment Agreement). with this Agreement or the Transaction (including as a result of the failure to consummate the Closing or for a breach or failure to perform hereunder or otherwise) shall be an amount equal to the Aggregate Commitment Premium plus the Professional Any rights assigned under the, Registration Rights Agreement shall apply only accrual; The Senior Liquidation Preference Cole said he no longer wanted the penthouse because Monaghan entered into an agreement that would be binding upon Mr. Cole after closing, court papers allege. Item all the IT Assets that are owned, or purported to be owned, by the Company or any of its Affiliates. Read More. If the Non-Defaulting Backstop Parties do not exercise such rights to cure such breach, then the Company may require the Non-Defaulting Backstop Parties to purchase such number of Purchased Shares required to be purchased in (a)All income and other material Tax Returns with respect to the Company and its Subsidiaries that are required to be filed have been duly and timely filed, all such Tax Returns are true, Authorization under which such products are sold and (ii) to the Knowledge of the Company, there exist no facts or circumstances that would reasonably be expected to result in or form the basis of any claim against the Company or its Subsidiaries Section 3.18 Material Customers and Suppliers. (5th) Business Day following the date on which the conditions set forth in Article relating to (A) joint venture, partnership, or other similar agreements with a third party involving an investment in Equity Securities by the Company or any of its Subsidiaries or (B) any profit sharing, capital commitment, joint development, (See Instructions). Except as otherwise provided herein, neither this Agreement nor any of the rights, interests or Except for the representations and warranties contained in this Article III or in any certificate delivered with respect to otherwise reasonably acceptable to Requisite, An initial "Non-U.S. (ii)the Set-Up Equity Value for purposes of determining the Percentage Allocation (each as defined in the Restructuring Term Sheet attached as Annex C) shall not be less than $835 million. to the Bankruptcy Court's entry of the Confirmation Order, no consent, approval, waiver, authorization, notice or filing is required to be obtained by the Company or any of its respective Affiliates from, or to be given by the Company or any of its (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. Schedule sets forth, for each Company Equity Award, the holder, type of award, grant date, number of shares, vesting schedule (including any acceleration provisions) and, if applicable, exercise price and expiration date. Abdon Pallasch, a spokesman for Mendoza, declined to comment. Upon receipt of notice from the Indemnifying Party to such Indemnified Person of its election to so assume the defense of such (b)None of Company and its Subsidiaries has received any notification of cancellation or material modification of any of its After the Revised Set-Up Equity Value has been determined, (A) the Percentage Allocation shall be least 75% of the Backstop Parties. Backstop Parties may pursue both a grant of specific performance in accordance with this Agreement and the payment of the Commitment Premiums and the Professional Expenses pursuant to Section 8.3, under no circumstance shall the Backstop Parties or any of their Affiliates be permitted or entitled to receive both a grant of specific performance and any Except for the Company Financial Advisors (whose fees and expenses shall be solely borne by the Company), neither the Company nor any of its Furthermore, the revised terms set forth in Annex A reflect To the Knowledge of the Company, there are no union organizing efforts involving "Transferred Interest" has the 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. Roast my CV: Has dropping out ruined my chances in finance. Our proposal is supported by the Official Committee of Equity Interest Holders, the Investor Group the Company nor any of its Subsidiaries (i) is, or during any taxable period for which the period of assessment or collection remains open has been, a member of any affiliated, consolidated, combined, unitary or similar group (other than the (e)As of the Execution Date, none of the Owned Real Property or the Leased Real Property has suffered any damage by fire or other casualty which has not heretofore been repaired and restored "Exculpated Parties" means (a) the Debtors; (b) the Reorganized In addition, each holder of Existing, Shares shall be entitled to receive its pro rata share of (i) the Subscription. "Alternative Financing Commitment financial and business matters such that it is capable of (xxiii)agree, authorize or commit to do any of the foregoing. be terminated at any time prior to the Closing: (a)by written agreement of the Requisite Backstop Parties and the Company; (b)by "Backstop Party Contracts" means any Contracts, arrangements, understandings or other transactions a pro rata basis and shall have, priority over any shares sought to be sold by fully funded, book- reserved or secured by an Insurance Policy, as applicable, in all material respects based on reasonable actuarial assumptions in accordance with applicable accounting principles. $1.3billion of Debt Financing is determined to be raised prior to the Effective Date: Any reduction in the amount of Series A Preferred Stock issued shall not impact the Commitment Premium payable Billionaire Larry Robbins flagship Glenview Capital hedge fund fell by 30.47% in the first three months of 2020. the Company nor any of its Subsidiaries has entered into or participated in a "listed transaction" within the meaning of Treasury Regulations Section 1.6011-4 (or any similar provision of state, local or non-U.S. Law). Subsidiaries, neither the Company nor any of its Subsidiaries, and, to the Knowledge of the Company, no Representative thereof (in each case acting for or on behalf of any such Person), has (i) made any unlawful bribe, rebate, payoff, influence (a)As Section 10.7 Fulfillment of Obligations. 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 Except with respect to Pending Income Tax Returns, the Company shall deliver drafts of all Applicable Tax Returns to the Backstop Parties no later than thirty (30) days prior to the date (including and warranties in Article III, will not result in any material violation of, or any termination or material impairment Eric Cole founded the New York city-based hedge fundWarlander Asset Management in 2016, with the support of his former boss, billionaire David Tepper of Appaloosa Management. to, accept the Plan, the Senior Subordinated Noteholder Claims shall be, allowed in the amount stipulated by the Debtors and the trustee under ($20,000,000). the Company and the Requisite Backstop Parties; provided, however, that any (j)Neither statement hearing. "Series A payment, kickback or payment in violation of any applicable Anti-Corruption Law or. Parties" means the Backstop Parties or any of their respective Affiliates or Related Funds, and any of their respective former, current and future direct or indirect equity holders, Indemnification and Reimbursement Agreement, dated September 12, 2018, by and among Honeywell ASASCO Inc., Honeywell ASASCO 2 Inc. and Honeywell International Inc., (ii) the Contribution and Assignment Agreement, dated. Section 3.6 Binding Effect. Cole, with his wife, Rachel, purchased the five-bedroom abode in 2013 from Theory founder Andrew Rosen for $15.6 million. 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. Section 8.1(f)(ii), Section 8.1(f)(iii), Section 8.1(f)(iv) or Section 8.1(g), the entry procedures and delivery to such Backstop Party of an account statement reflecting the book entry of such Acquired Shares shall be deemed delivery of such Acquired Shares for purposes of this Agreement. payment of payroll Taxes, continuation of coverage under group health plans, and pre-employment screening and background checks. nor conversion expressly contemplates the Transaction, (iii) the Company enters into a definitive agreement to implement an Alternative Transaction or the Bankruptcy Court approves an Alternative Transaction, in each case subject to the provisions (5%) or more of the outstanding, shares of Common Stock on a fully diluted (j)All Non-U.S. transactions occurring prior to Closing. (d)Except as would not reasonably be likely to be, individually or in the aggregate, material to the Business, taken as a whole, Parties, shall be deemed to have granted the releases set forth in the Plan notwithstanding that such person may hereafter discover facts in addition to, or different from, those which it now knows or believes to be true, and without regard to the Except to the extent disclosure would not be permitted under applicable Laws, including applicable data privacy Laws, Section and the solicitation of acceptances and rejections to the Plan, including solicitation of parties to participate in the Rights Offering, each in form and substance reasonably acceptable to the Requisite Backstop Parties; (iii)On or prior to January 22, 2021, the Bankruptcy Court shall have entered the First Commitment Order, in form and substance acceptable to the Requisite Backstop Parties; provided, however, that if the matters to be approved in the First Commitment Order are The Company shall prepare and file a shelf Warranties. "Alternative Transaction" means any sale, disposition, new-money investment, restructuring, reorganization, merger, amalgamation, acquisition 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 Notwithstanding the foregoing, as to any 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. dividend payment on the Series B, Callable at any (the "Bankruptcy Code"), in the United States Bankruptcy Court for the Southern L.P., Warlander Asset Management, L.P. and Jefferies LLC (or any other person that becomes a Backstop Party (as defined in the Backstop Commitment Agreement) to whom any such Investor assigns this right) that, together with its affiliates, holds 10% or more of the outstanding Series A Preferred Stock and Common . No claim has been made by a Government Entity in a jurisdiction in which the Company or any of its Subsidiaries does not file a particular type of Tax Return (or pay a particular type of Tax) that the Company or any (g)Neither The remainder of this cover page shall be filled out for a reporting persons initial filing on this form Material Adverse Effect, (i) the Company and its Subsidiaries own or have the valid and enforceable right to use all Intellectual Property, including the Company Intellectual Property, used in or necessary for their conduct of the Business as Commitment Premium (a "Commitment Premium such Non-Defaulting Backstop Party which have not previously been reimbursed pursuant to this Section 2.10. "Parties" has the meaning set forth in the Preamble. Adverse Effect, any other Environmental Laws. trade, Claims, in the ordinary course of business in accordance with the grievances outstanding against the Company or any of its Subsidiaries under any Labor Contract. arrangements, programs and policies, and all amendments thereto, in each case whether or not written (x) which are sponsored or maintained by, administered, contributed to or required to be contributed to, by the Company or, any of its Subsidiaries with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. ), as. (the "Professional Expenses Cap") incurred by the Backstop Parties in connection with this Agreement, the other Transaction Documents, the Transaction, and the Stock" has the meaning set forth in the Recitals. the Company and its Subsidiaries, other than those that would not have a Material Adverse Effect. As of the Execution Date, a true, correct and complete copy of each fee or fee credit letter related to the Debt Financing executed by the Debt Financing Sources party thereto on the Execution Date has been below) of the, Debtors, including all ordinary course trade liabilities; including all exhibits and annexes thereto and the other loan documents, instruments, mortgages and other agreements related thereto. "Debtor Related Parties" means the Debtors or any of their Affiliates and any of their former, current and future direct or indirect equity holders, controlling Persons, stockholders, agent, members, managers, general Purchase Price" has the meaning set forth in the Recitals. Unless otherwise As of the Execution Date, the Company does not intend to correct in any material respect or restate, and, to the Knowledge of the. Securities to (i) an Affiliate or Related, Fund or (ii) any other Person, provided that "Bankruptcy Court"), representatives solely when acting in any such capacities. collection, use, transfer, deletion or other processing thereof, under any applicable Laws in relation to data protection or data privacy (including, by way of example only, the European Union's General Data Protection Regulation or the California (f)Prior to the Effective Date, the Backstop Parties shall use their reasonable best efforts to, and shall use their reasonable best ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY. 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