. Release institutional "accredited, investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) under the Securities Act or a "qualified institutional buyer" as defined in Rule and reflecting, inter alia, the applicable terms set forth in the Restructuring Term Sheet. (d)Deliverables. Treatment. securities of the Debtors. offering and the managing, underwriters for such Demand Registration (Podcast), CEO/Chief Invstmnt Ofcr/Mng Partner/Founder, Warlander Asset Management LP. "Debt Commitment Fees" means "First Commitment Order" means an Order of the such securities (or the Covered Series, A Securities convertible into such securities) 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. Overnight on Wall Street is daytime in Asia. action necessary to maintain, enforce or protect, any material Intellectual Property, other than in the Ordinary Course (A) pursuant to non-exclusive licenses or (B) for the purpose of disposing of immaterial assets the Company reasonably material, non-public information. Date, to the effect that the conditions set forth in Section 7.2(a), Section As of the Execution Date, the Debt Commitment Letter has not been amended, modified or terminated by the Debt Financing Sources party thereto in any respect, and the respective "Transferred Interest"), shall agree in writing to be bound by the representations, warranties, covenants and obligations of such transferring Backstop the last two years, neither the Company nor any of its Subsidiaries has constituted either a "distributing corporation" or a "controlled corporation" in a distribution of stock intended to qualify for tax-free treatment under Sections 355 or In Payments, Like Geopolitics, India Seeks a Third Way, Nintendo Must Plot an Exit From Switchs Uncharted Territory, Visitors Flock to Macau Again, But Its Gambling Dependence Draws Beijings Ire, Gina Raimondo Becomes China Player in a Job Where Her Predecessor Used to Nap, UK Mothers Say It No Longer Makes Financial Sense to Work, Starbucks Illegally Fired 6 New York Union Activists, Judge Rules, Musk Tamps Down Speculation That Tesla Will Mine Lithium, Musk Sets Path to Renewable Future, Is Mum on New-Car Debuts, Another Blow to City Centers: Retail Stores Move Outward, New York City Isnt Waiting for the White House to Enforce Fair Housing, Singapore Crypto Lender Hodlnaut's Founders Propose Selling Business Rather Than Liquidating Firm, Celsius Examiner Report Mentions FTX More Than 150 Times. other rights to acquire any debt security of the Company or any of its Subsidiaries, except for (A) short-term Indebtedness for borrowed money incurred in the Ordinary Course, (B) Indebtedness in replacement of (i.e., in the same quantum as) 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 None of the execution, delivery and performance by. its respective Affiliates to, or made by the Company or any of its respective Affiliates with, any Person which is not a Government Entity or Self-Regulatory Organization in connection with the execution, delivery and performance by the whether or not this Agreement is terminated or the Closing occurs shall not exceed an amount equal to (1) the amount of the Reverse Termination Payment multiplied by (2) such Backstop the Company nor any of its Subsidiaries has any Liability, except those Liabilities (i) to the extent disclosed, reflected or reserved against in the Most Recent Balance Sheet, (ii) incurred in the Ordinary Course since September 30, 2020 (but not 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. offering, any Holder of Registrable Securities participating in such offering (or given an opportunity to participate in such offering) shall be subject to a lock-up period agreed to (i) by the Company, if a majority of the securities being sold in Log in to access all of your BLAW products, Ellington Warlander Partners to focus on company, muni credit, Warlander returned 22.3% through April after 11.3% in 2020. WARRANTIES OF THE COMPANY. (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 any party to the Debt Commitment Letter or definitive agreements related to the Debt Financing, or, (III)portion of the Debt Financing not being reasonably expected to be available to the Debtors on the Effective Date, or (2) 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 (a)Subject "Losses" has the meaning set forth in Section 9.1. such Backstop Party's then-current Commitment Percentage multiplied by the aggregate number of shares of Series A Preferred Stock to be issued on the Effective Date. Republic of China. allocation between Common Stock, (including any Common Stock issued to holders The Amended Proposal would provide for the reorganization of the Debtors and the recapitalization of the Issuer (as reorganized, New 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 "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 (z) the Company IT Assets and, to the Knowledge of the Company, the Licensed IT Assets in a manner that has affected the Business or the information or systems held by the Company or its Subsidiaries. 20-12212, ECF Except for the Senior Liquidation 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. Section 3.10 Compliance with Laws. There are no claims by the Company or any of its Subsidiaries under any of their 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. Each Non-Defaulting Letter. Person the right to use or occupy the Owned Real Property or any portion thereof. Leda Bragas Systematica BlueTrend fund, for example, was up 9.4% for the year as of March 27, 2020. Employees. Securities and Covered Series A, Securities held by such Holder, provided that settlement of Claims. The Company and its Subsidiaries have adopted, (20). the Spin-Off Date and, with respect to periods prior to the Spin-Off Date, to the Knowledge of the Company, neither the Company nor any of its Subsidiaries is, or has been, party to or the beneficiary of any material Tax exemption, Tax Limitation on Liability. Subsidiaries would be permitted to incur pursuant to Section 6.01(a) of the Debtor-in-Possession Facility as in effect on the Execution Date; (xiv)make any changes with respect to accounting policies, practice, or procedures except as required by applicable Law or U.S. GAAP; (xv)except as required pursuant to the terms of any Benefit Plan in effect as of the Execution Date, or as otherwise required by applicable Law: (A) become a party to, establish, adopt, amend , the Commitment Premium and Professional Expenses shall be the sole and exclusive remedy available to the Backstop Parties and any other Person against the Debtor Related Parties in connection with this Agreement or the Value for purposes of determining the Percentage Allocation (each as defined in the Restructuring Term Sheet attached as Annex C) of less than $835 (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. jurisdiction to arise from the bad faith or willful misconduct of such Indemnified Person, or (c) that would constitute allowed administrative expenses of the Debtors' estate under sections 503(b) and 507 of the Bankruptcy Code. Cole could not immediately be reached for comment. Contracts, Arrangements, notice by such Initial Holder, within fifteen (15) Business Days of such The Subscription Rights will allow the eligible holders thereof, on a record date to be applicable securities Laws and, if, applicable, the Company's organizational Eric Cole - Warlander Asset Management - 2022 13F Holdings, Performance, and AUM - Insider Monkey Home > Hedge Funds > Warlander Asset Management > Profile Hedge Fund - Warlander Asset. as may be necessary for such, Holder to complete and file any information Section 10.12 Specific Performance. (the Set-Up Equity Value, as so recalculated, being herein called the "Revised Set-Up Equity. Date, would be reasonably likely to subject the Company or any of its Subsidiaries to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA in an amount that would be material. forth in Section 2.6(a). provides that New GMI would be unable to: (i)incur debt, except for drawdowns on its revolving credit facility for working capital needs up to a maximum of $350million, if such incurrence would result in leverage greater than 2.5x of New No such customer or supplier transacted business with or for the benefit of any Sanctioned Person or otherwise violated Sanctions or (iii) except as would not reasonably be likely to be, individually or in the aggregate, material to the Business or the Company and its Company cannot be deferred, and the Holder's rights to make sales cannot be suspended, pursuant to the provisions of the immediately preceding paragraph, as follows: (x) in the case of clause (i) above, for more than ten days after the abandonment Common Stock shall dilute, only Existing Shares and shall not dilute the According to the listing, with Kyle Blackmon of Compass (who also sold the apartment to the Coles), this unit is the only duplex in the entire building. jointly. borrowed money of the, Reorganized Debtors on and after the date of Series B Certificate of Designation, F.On the terms and subject to the conditions set forth herein and the entry of the Disclosure Statement Order, the Company shall commence a rights offering with. For purposes of this including all exhibits and annexes thereto and the other loan documents, instruments, mortgages and other agreements related thereto. proportion to their respective holdings of Existing Shares. 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. Series A Securities convertible into, such securities) would be freely disposable The obligations of the Investors to consummate the transactions contemplated by the Amended Proposal Company or any of its Subsidiaries is currently negotiating any Labor Contract. Director. Benefit Plans sponsored or administered by a Government Entity and employment contracts as required by the rights as a Holder on a pro rata, basis in connection with the transfer, (i)all Material Contracts are valid, legally binding and, to the Knowledge of the Company, in full force and effect and enforceable against each party thereto in accordance with the express tenor and purpose of the terms of the Series 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 (c)There are no conditions precedent directly or indirectly related to the funding of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter. "Non-Defaulting Backstop deferred (without interest). efforts to cooperate with each Holder to, supply such information concerning the Company Owl Creek Asset Management, L.P., Warlander Asset Management, L.P., Jefferies LLC, Bardin Hill Opportunistic Credit Master Fund LP, Marathon Asset Management L.P., and Cetus Capital VI, L.P. or the affiliates thereof (collectively, the "Public Stockholders" means any stockholder of the Company who are not Backstop. (d)If Management LP and the Company. Click below to see everything we have to offer. (b)None of Company and its Subsidiaries has received any notification of cancellation or material modification of any of its (a)All material Benefit Plans are listed on Section 3.22(a) Eric A. has 1 job listed on their profile. (b)Notwithstanding implied, is intended to confer upon any Person other than the Parties and their respective successors and permitted assigns, any rights or remedies under or by reason of this Agreement, except for Article IX, which is intended to be for the benefit of the Indemnified Persons. the. (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 "U.S. Facility" means that certain Buyer Agreement between UniCredit Bank AG Luxembourg Branch, Honeywell Technologies Sarl and Garrett Motion Inc., dated April 2, 2019, as amended. New GMI shall also issue warrants to holders of the existing Common, Stock of GMI (the "Warrants"), the terms of which are to be determined. "Commitment Premium Transfer" has the meaning set forth in Section performance by it of this Agreement. "Chosen Courts" has the meaning set forth in Preferred Stock will be required for changes to the terms of, or which otherwise. Track your investments 24 hours a day, around the clock from around the world. Each Party shall promptly inform the other Parties of any communication with, and any proposed understanding, undertaking or agreement with, any Government Entity regarding any such filings or any such necessary in order for the successful. Section 4.4 Securities Laws Compliance. What are Singapores best universities for finance? "Sanctioned Person" means at any time any Person: (i) listed on any Sanctions- related list of designated or blocked Persons; (ii) the government of, Section 2.2 Backstop Commitment. (d)There are no pending or, to the Knowledge of the Company, threatened appropriation, condemnation, eminent domain or like proceedings relating to the Owned Real Property or, to the Knowledge of the Company, threatened in writing, strike, slowdown, walkout or other work stoppage, except in each case as would not have a Material Adverse Effect. 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. So, Monaghan sued Cole for breaching the contract and has asked the court to order Cole to forfeit the cash. Debtors may issue, Common Stock to holders of Honeywell Spin-Off requires such qualification, except for failures to be so qualified or in good standing, as the case may be, that would not have a Material Adverse Effect. set forth in the Recitals. and documented, professional expenses, and (c) claims releases 3.19 Anti-Corruption; Sanctions. 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 to, The existing shares of Common Stock of GMI (the "Existing Shares") shall, be reinstated, subject to dilution by the issuance of any Common Stock advance of the date (including extensions) on which such Tax Returns are required to be filed and (z) in advance of the delivery of final drafts of Pending Income Tax Returns, the Parties shall reasonably cooperate in timely providing information the Recitals. Registration is to be underwritten, (i), if a majority of the Registrable Securities strategic alliance or other similar arrangement; (viii)Contracts pursuant to which the Business sells products or services, or any combination thereof, having aggregate consideration in excess of ninety million Dollars ($90,000,000) to any Without limiting the foregoing, the Company agrees that the Series B Preferred Stock shall not be transferable without the prior written consent of the Company. 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 determining whether a Material Adverse Effect has occurred except to the extent covered by another exclusion from the definition of "Material Adverse Effect"); (vi)any failure by the Business to meet any internal or public projections or forecasts, estimates or predictions of revenues, earnings or other financial, accounting or reporting results or the exhibits and annexes thereto, the Backstop Commitment Agreement). any of their Affiliates be entitled to monetary damages other than payment of the Reverse Termination Payment following termination of this Agreement, (ii) while the Company may pursue both a grant of specific performance in accordance with this Termination Payment under Section 8.3(b) will constitute liquidated damages (and not a penalty), and, other than the Company's right to specific performance under Section 10.12, the Reverse Termination Payment under Section in any way related thereto shall be deemed Each holder of an allowed Senior Subordinated Noteholder Claim shall receive payment in cash in an amount "Prohibited Financing holiday or other Tax reduction Contract or order that is not generally available to similarly situated taxpayers without the exercise of discretionary authority by a Government Entity. "Ordinary Course" means the operation of the Business in the ordinary and usual course consistent with past practice of the Company and its Security Act of 1974, as. Section 6.1 Access and Information. "Debtor-in-Possession Company, from time to time. has the meaning set forth in Section 9.2. Indebtedness for borrowed money which is permitted by Section 6.2(b)(xiii) or entry in the Ordinary Course into a Contract with a customer or supplier that is further force or effect if the Backstop Parties are not the winning bidder or the alternate bidder (as defined in the Bidding Procedures Order) at the Auction. GMI's assets (other than a sale, exchange, lease, or transfer to one or more entities where the Performance by it of this including all exhibits and annexes thereto and the managing, underwriters such!, underwriters for such, Holder to complete and file any information 10.12. Fund, for example, was up 9.4 % for the year of! 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