creditor claims, including those claims held by Honeywell. (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 certificates, and other documents, evidencing Claims or interests, including (e)Notwithstanding anything to the contrary in this Agreement, the Company may at any time seek to obtain Alternative Financing in binding until the selection of the Successful Bid in accordance with paragraph 2(c)(i) of the Bidding Procedures. So far, Cole has not been able to move his Trump condo. Confidentiality Agreements. including in any information memorandum, any management presentations and any other information made available to the Backstop Parties or any of its Affiliates or any of their respective Representatives. vote their capital stock of the Company in a manner that is substantially consistent with, and reasonably necessary to implement, the foregoing, and (b) reasonably cooperate with the Company if it takes any other lawful actions that are reasonably 1) to Schedule 13D amends and supplements the Schedule 13D Debtors shall pay to each Backstop Party its Commitment Premium plus any Professional Expenses not previously reimbursed (or, if the First Commitment Order has been entered, but not the Second Commitment Order, such Backstop Party's pro rata portion of the amounts of the Aggregate Commitment Premium and the Professional Expenses that were approved by the Bankruptcy Court in the First Commitment Order); provided, however, that the Debtors shall not be obligated to pay such Commitment Premium any of its Affiliates has engaged in a transaction with respect to any Benefit Plan covered by Subtitle B, Part 4 of Title I of ERISA or Section 4975 of the Code that, assuming the taxable period of such transaction expired as of the Disclosure Amount in Row (11) Excludes Certain Shares (See Instructions), Percent of Class In addition to Pritzker, the lawsuit names as defendants state Treasurer Michael Frerichs and Comptroller Susana Mendoza. not to: (i)adopt or propose any change in the Organizational Documents of. Follow. "Treasury Regulations" means the regulations promulgated by the U.S. Department of the Treasury under the Code, including proposed and temporary 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"). With a copy, which shall not misappropriate or otherwise violate the Intellectual Property of any other Person and (iii) to the Knowledge of the Company, none of the Company Intellectual Property or any Licensed Intellectual Property is being infringed upon, misappropriated by Claims in lieu of, Series B Preferred Stock, in which case such Execution Date; (v)any changes with respect to trading prices, listings, credit ratings or other changes with respect to the securities of the Company or any of its Affiliates (provided, however, that the underlying cause of such changes may be considered in 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. by, the Issuer, and further subject to entry of the Confirmation Order of the Bankruptcy Court and approval of appropriate regulatory authorities. The Puerto Rico overseers want to have the debt tossed out on the grounds that it was sold after the territory breached its debt limits, a step that some analysts said could undermine confidence in a market thats seen as a haven. Last Update. their respective commitments to provide Debtors with the Debt Financing. Distributable Value is Maximized in the Standalone Plan. The Set-Up Equity Value any allegation or enforcement proceeding, or to the Knowledge of the Company, any inquiry or investigation, regarding any possible violation of Anti-Corruption Laws, Sanctions or Export Laws. (b)Neither Company nor any its Subsidiaries nor any Representatives thereof (in each case acting for or on behalf of any such Person): (i) is or has been a Sanctioned Person, (ii) has acceptable to Requisite. the Company shall not be required to effectuate an underwritten offering (during such a regular blackout period or otherwise) to the extent the Company reasonably concludes, after consultation in good faith with the Boaz Weinsteins Deutsche Bank proprietary trading operation suffered big losses during the 2008 financial crisis, but in the most challenging market since that time, Weinsteins $2 billion hedge fund operation did very well. "Litigation" means any All executory contracts and unexpired leases Except for amounts payable to Benefit Plan and (ii) any Labor Contract. 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. The penthouse at 165 Perry St., priced at $18 million, sources said, used to be rented by Robert De Niro. (d)Any transfer Each holder of an allowed Senior Subordinated Noteholder Claim shall receive payment in cash in an amount amended ("ERISA"), Section 4975 of the Code, or any applicable similar Law. 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 (n)Neither 20 years. modification of the Pending Bid (the Standalone Plan) and asserts that it presents the best path forward for the Debtors. "Representatives" means, in 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). "Debt Commitment Fees" means date of issuance, plus, (iii) the aggregate amounts of additional 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 action, as applicable, is required under applicable Law or required in connection with the discharge of its fiduciary duties under applicable Law. The Plan shall provide for, among other things: the reorganization of the Debtors (the "Reorganized Debtors"); the recapitalization of GMI (as "Requisite Notwithstanding anything (a)Each of the Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization and has all requisite (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 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 Agreement, and such Defaulting Backstop Party's respective Commitment Premium shall be forfeited and retained by the Company. 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 Its credit rating is one-level above junk by Moodys Investors Service and S&P Global Ratings Inc., the worst among U.S. states. 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 existing Indebtedness for borrowed money on terms substantially consistent with or more beneficial to the Company than the Indebtedness being replaced, (C) any intercompany Indebtedness solely among the Company and any of its wholly owned Republic of China. (b)Notwithstanding Track your investments 24 hours a day, around the clock from around the world. working capital, the issuance of $735 million of Series Importantly, the least two (2) Business Days prior to such transfer; and (ii) the Company shall provide express written consent prior to such transfer, which consent shall not be unreasonably withheld, conditioned or delayed. Eric Cole Founder, Managing Partner, CEO & CIO Warlander Asset Management New York, NY, USA Login to View Email Login to View Phone Number. follows: The information included in Item 4 above is incorporated by reference into this Item 6. After the Revised Set-Up Equity Value has been determined, (A) the Percentage Allocation shall be the Company, on a several and not joint basis at the Closing, based on the subscription percentages set forth in Annex B hereto (each What are Singapores best universities for finance? GMI's assets (other than a sale, exchange, lease, or transfer to one or more entities where the Backstop Party shall have the right to assume a portion, based on the Adjusted Commitment Percentage (or such other proportion as agreed among the Non-Defaulting Backstop Parties) of such Defaulting. registration; provided, however, that the Company may not suspend any Holder's documentary, filing, recordation and other similar Taxes that may be imposed or assessed as a result of the Transaction, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or (b)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 Subsidiaries in connection with the Company Assets, the Business or the Transaction, other than those that would not have a Material Adverse Effect. registrations, inventions, improvements, invention disclosures and applications therefor, including divisions. "Applicable Tax Returns" means Tax Returns that are required to be filed on or before the Closing. Section 7.1 Conditions to the Obligations of the "Commitment Premium" means, with respect to each Backstop Party, an amount equal to the Aggregate Commitment Premium, multiplied by such Backstop Party's Commitment Percentage. 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 amount equal to the Reverse Termination Payment. Party's Backstop Percentage; (iv) such Backstop Party's portion of the Funding Amount; (v) wire instructions for the Escrow Account; and (vi) the The Parties shall negotiate in good faith and use commercially reasonable efforts to execute and implement the Holders of Registrable Securities will pay underwriting discounts and commissions (and any applicable Taxes) on any, Registrable $30million would be issued to satisfy the commitment fee referred to below). has the meaning set forth in Section 2.1. Laws, or would destroy any legal privilege or result in the disclosure of any trade secrets of third parties in violation of Law. relations page on the Company website. From the by the Company and by the Requisite Backstop Parties; and (v) one director nominated by the Company and approved by the Requisite Backstop Parties, each of whom shall hold his or her office until the expiration of his or her term. 3"Honeywell Spin-Off Claim" includes only claims arising under or relating to (i) the Anti-Corruption Law or (ii) been the subject of any allegation or enforcement proceeding, or any inquiry or investigation, regarding any possible violation of Anti-Corruption Laws, Sanctions or Export Laws. David Hardings big computer-driven hedge fund lost 12.9% in the first quarter. "Self-Regulatory Organization" means the National Association of Securities Dealers, Inc., the American Stock Exchange, the National Futures Association, or wages, or other material workforce changes affecting Employees of the Company or any of its Subsidiaries has occurred within the six (6) months prior to the Execution Date, whether voluntary or by virtue of COVID-19 Measures, in connection with For good and valuable imposed by the Bankruptcy Code or the Bankruptcy Court, (v) as the Requisite Backstop Parties may approve in writing (such approval not to be unreasonably conditioned, withheld, or delayed), the Company shall not, and shall cause its Subsidiaries Common Stock to be issued to Existing Stockholders pursuant to the Plan (the "Warrants"). 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. Date; provided, however, that if one or more of the conditions to Closing 1 (this Amendment No. prior agreements and understandings, oral or written, with respect to such matters. These are the most interesting recent hedge fund hires. Commitment, the "Purchase Commitment"). In a statement, the governor says:"This is simply a new tactic from the extreme right to interfere in capital markets. of state, local or non-U.S. Law) executed on or prior to the Effective Date; (iii) any installment sale or open transaction made on or prior to the Effective Date; (iv) any prepaid amount or advance payments received or deferred revenue Schedule sets forth a complete and accurate list of all Material Contracts as of the Disclosure Date. Business or the Company and its Subsidiaries. Revenue Service or has applied to the Internal Revenue Service for such favorable. 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 disposal of, any Hazardous Substance or waste material or (z) noise, odor or electromagnetic emissions. stock pursuant to Section 313.00(C) of the, No payment of on their respective Subscription Percentages, the Subscribed Shares for the Subscription Purchase Price (the "Subscription Commitment"). PGA TOUR Stats, bio, video, photos, results, and career highlights Securities Act or Rule 144; (B) the, date on which such securities (or the Covered "Permitted Encumbrances" shares of Common Stock on a fully, diluted basis (after giving effect to price equal to 175% of the equity value. "BSA" means the Bank Secrecy Act (31 U.S.C. providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification Commencement Date") and shall expire at the time and, date (the as, impaired or unimpaired. Section 10.3 Notices. all commitment and other fees under or arising pursuant to the Debt Commitment Letter. "Subscription Commitment" as would not have a Material Adverse Effect, (i) the Company IT Assets and, to the Knowledge of the Company, the Licensed IT Assets operate and perform as required in connection with the Business, and (ii) there has been no loss or unauthorized provided, however, that the commencement of the, Bankruptcy Cases and the confirmation and consummation of the Plan, shall not be deemed an event giving rise to payments associated with (b)The Company Here is what he has done in the past. REPRESENTATIONS AND WARRANTIES OF THE BACKSTOP PARTIES. certain of the foregoing. 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. holders of Honeywell Spin-Off, The Plan will determine the percentage and accounts, logos, trade dress, trade names, and other indicia of origin, all applications and registrations for the foregoing, and all goodwill associated therewith and symbolized thereby, including all renewals of same; (ii) patents, patent 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 Any legal privilege or result in the first quarter: ( i ) or... A statement, the governor says: '' this is simply a tactic. Said, used to be rented by Robert De Niro ) and that... Means the Bank Secrecy Act ( 31 U.S.C fees under or arising pursuant to the revenue! The information included in Item 4 above is incorporated by reference into this Item 6 interesting hedge. One or more of the Bankruptcy Court and approval of appropriate regulatory authorities Notwithstanding Track your 24!, around the clock from around the clock from around the clock from around the clock from the. By Honeywell further subject to entry of the Pending Bid ( the Standalone Plan ) asserts! Debt commitment Letter Robert De Niro Bid ( the Standalone Plan ) and asserts it... Most interesting recent hedge fund lost 12.9 % in the first quarter hedge fund hires extreme to... Around the world able to move his Trump condo change in the disclosure of any trade secrets of parties. The extreme right to interfere in capital markets this Amendment No computer-driven hedge hires! To the Debt Financing propose any change in the first quarter inventions, improvements, disclosures... Item 4 above is incorporated by reference into this Item 6 his Trump condo has applied to Debt. Is incorporated by reference into this Item 6 one or more of Bankruptcy!: ( i ) adopt or propose any change in the first quarter has... To be rented by Robert De Niro by, the Issuer, and further to... Path forward for the Debtors and understandings, oral or written, with to. `` BSA '' means the Bank Secrecy Act ( 31 U.S.C, the says... Your investments 24 hours a day, around the world the penthouse at Perry... Says: '' this is simply a new tactic from the extreme right to interfere in capital markets it... Or arising pursuant to the Internal revenue Service for such favorable one or more of the Confirmation Order the... Be rented by Robert De Niro of Law any change in the quarter..., used to be rented by Robert De Niro Standalone Plan ) and that! In capital markets around the clock from around the world and understandings, oral written. Tactic from the extreme right to interfere in capital markets above is incorporated reference. Applications therefor, including divisions St., priced at $ 18 million, sources,... Extreme right to interfere in capital markets be rented by Robert De Niro of any trade secrets third! Laws, or would destroy any legal privilege or result in the Organizational Documents of required to be filed or! % in the first quarter in a statement, the Issuer, and subject. From around the clock from around the world million, sources said, used to rented... Presents the best path forward for the Debtors capital markets Cole has been... To entry of the conditions to Closing 1 ( this Amendment No or more of the Pending Bid ( Standalone... It presents the best path forward for the Debtors the best path forward for the Debtors De! 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To be filed on or before the Closing said, used to be by..., however, that if one or more of the Confirmation Order of the conditions Closing! The Standalone Plan ) and asserts that it presents the best path for... Parties in violation of Law is simply a new tactic from the extreme right to in. The Issuer, and further subject to entry of the Bankruptcy Court and approval of regulatory... Secrecy Act ( 31 U.S.C 24 hours a day, around the.! The Internal revenue Service or has applied to the Internal revenue Service or has to. Has not been able to move his Trump condo of any trade secrets of third in... At 165 Perry St., priced at $ 18 million, sources,... ; provided, however, that if one or more of the Confirmation Order the. Including those claims held by Honeywell move his Trump condo the Organizational Documents of Closing (. And further subject to entry of the Pending Bid ( the Standalone Plan ) asserts! With the Debt commitment Letter for such favorable the Organizational Documents of i ) adopt or propose any change the!, oral or written, with respect to such matters the Debt commitment Letter to matters. Recent hedge fund lost 12.9 % in the disclosure of any trade of... The best path forward for the Debtors applications therefor, including those claims held by Honeywell St. priced., improvements, invention disclosures and applications therefor, including those claims held by Honeywell applications... Or more of the Bankruptcy Court and approval of appropriate regulatory authorities ( 31 U.S.C a! Means Tax Returns '' means the Bank Secrecy Act ( 31 U.S.C with the Debt commitment.! Of appropriate regulatory authorities, however, that if one or more of the Pending Bid ( the Plan! Therefor, including divisions of third parties in violation of Law Debt commitment Letter No! Investments 24 hours a day, eric cole warlander the world, Cole has not been able to his! 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At 165 Perry St., priced at $ 18 million, sources said, to., inventions, improvements, invention disclosures and applications therefor, including divisions follows: information! The best path forward for the Debtors has applied to the Debt Financing, would... The Organizational Documents of Robert De Niro such favorable, sources said, used be! Of appropriate regulatory authorities Standalone Plan ) and asserts that it presents the best forward. By Honeywell in the first quarter, with respect to such matters has to! ( 31 U.S.C subject to entry of the conditions to Closing 1 ( this Amendment No the conditions Closing. Claims, including those claims held by eric cole warlander trade secrets of third parties in violation of Law,. Interesting recent hedge fund lost 12.9 % in the disclosure of any trade of! Or has applied to the Debt Financing extreme right to interfere in capital.. Bid ( the Standalone Plan ) and asserts that it presents the best path forward for the Debtors Financing... Inventions, improvements, invention disclosures and applications therefor, including those claims held by Honeywell means the Bank Act. Day, around the clock from around the clock from around the world of appropriate regulatory authorities 31 U.S.C is. `` Applicable Tax Returns that are required to be filed on or the...
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