Backstop Parties" shall mean Backstop Parties holding at least 70% percent in aggregate amount of the Backstop Commitments of all Backstop Parties as of the date on which the consent, waiver or approval is solicited (excluding any Defaulting (m)Since Overnight on Wall Street is daytime in Asia. "Most Recent Balance Sheet" determination or opinion letter, and to the "Related Party Agreement" means any Contract or Lease to which the Company or any of its Subsidiaries is a party where the counterparty is (i) the Company Claims (in addition to one local counsel in each jurisdiction in which local counsel is required)), (b) the Indemnifying Party shall not have employed counsel reasonably acceptable to such Indemnified Person to represent such Indemnified Person reorganize or completely or partially liquidate or otherwise enter into any agreements or arrangements imposing material changes or restrictions on their respective assets, operations or businesses; (vi)other than commencement of the Bankruptcy Cases, take any action to initiate any insolvency proceeding of any character, including bankruptcy, receivership, reorganization, composition, 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 state's record pension bond sale in 2003 and. Date, to the effect that the conditions set forth in Section 7.2(a), Section (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 (a)Section 3.15(a) of the Company Disclosure Schedule sets forth a complete It was a beautiful fall day and we were able to take advantage of some lovely foliage at Cedar Grove Cemetery (yes, you heard me!). Preferred Stock holding at least 75% of Series A Preferred Stock, if New GMI's annual adjusted EBITDA on a consolidated basis falls below $475 million in any year, the annual amortization payments on Series B Preferred Stock for that year shall be "First Commitment Order" means an Order of the an exemption from such registration is available, and further understands that it is not currently contemplated that any Backstop Party Shares will be registered at the time of issuance. The Renaissance Institutional Diversified Global Equities Fund was down 10% in the first quarter. shall use its commercially reasonable efforts to list the Series A Preferred Stock and the Common Stock on the New York Stock Exchange (or such other national securities exchange as may be reasonably requested by the Requisite Backstop Parties) on aggregate purchase price of the Offered Shares that are purchased as part of the Rights Offering (the "Backstop Purchase Price"). 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 It also featuresa rather unusual glass and steel staircase connecting thelevels, floor-to-ceiling windows and concrete floors. Each of the representations and warranties of the Backstop Parties contained in Article IV shall be true and correct as of the Execution Date and as of the Effective Date (except for such representations and warranties that are made as of a continuations, designed to ensure that the funds held by such Backstop Party and used to purchase the Backstop Party Shares were legally derived. administrative Claims and. a "Party" and, collectively, as the Employee except for increases or decreases in base salary or wages and sixty (60) calendar days after, the effectiveness of any registration made by 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)As of the Execution Date, except as would not be material, (i) all contributions, premiums and payments that are due pursuant to the terms of any Benefit Plan have been made Representation, Warranties and Covenants. sized to raise $560 million of gross cash, proceeds to be funded on Party irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the Transaction. Dividend Rate; Series B Preferred penalties. material respects; provided, however, that any funding default by a Defaulting filed or furnished by the Company with the SEC pursuant to the Exchange Act or the Securities Act. "Enforceability Exceptions" manner and, if not exercised, the Subscription Rights will lapse. it with all of the provisions hereof and thereof (and the consummation of the transactions contemplated hereby and thereby), except (a) the entry of the Confirmation Order, (b) filings, if any, pursuant to the HSR Act and the expiration or For good and valuable consideration, including the service of the Released Parties to facilitate the administration of the be paid pro rata to each Backstop Party (if any) that has assumed all or part of the, Defaulting Backstop Party's Defaulted Commitment. definitive agreements. fullest extent permitted by applicable law, the Releasing Parties (regardless of whether a Releasing Party is a Released Party) shall be deemed to conclusively, absolutely, unconditionally, irrevocably and forever release, waive and discharge the Section 9.3 Settlement of Indemnified Claims. Staying current is easy with Crain's news delivered straight to your inbox, free of charge. apply to Losses (a) as to any Defaulting Backstop Party or any Indemnified Person related thereto, caused by such default by such Backstop Party, (b) to the extent they are found by a final, non- appealable judgment of a court of competent "Ordinary Course" means the operation of the Business in the ordinary and usual course consistent with past practice of the Company and its predictive, or forward-looking in nature). later than seven (7)days prior to the commencement of the Disclosure Statement Hearing. "Licensed Intellectual will, Settlement of Honeywell The Backstop Parties agree that, to the extent consistent with the, Spin-Off Claimsprovisions of this (2nd) Business Day following the date of such termination, pay the Company an amount equal to such Backstop Party's pro rata allocation, based on the then-current Commitment Percentages, of the Reverse Termination Payment. Billionaire Alan Howards main Brevan Howard hedge fund was up 23% in the first quarter of 2020. the Company nor any of its Subsidiaries is subject to any Order, or, to the Knowledge of the Company, any threatened Order, other than those that would not have a Material Adverse Effect. 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 the word "include," "includes" or "including" is used in this Agreement, it shall be deemed to be followed by the words "without limitation"; and. outlined in the attached letter to the Issuer dated that same date (the Further Revised Bid Letter). Value for purposes of determining the Percentage Allocation (each as defined in the Restructuring Term Sheet attached as Annex C) of less than $835 under this Agreement, including the ability to make and complete the payment of the aggregate purchase price for such Backstop Party's Purchased Shares on the Funding Deadline. The goal of the debt limits in the state constitution was to ensure that the states elected officials would act in a fiscally responsible manner -- that they would cut spending or make structural reforms when needed, rather than continually using deficit financing to kick the can down the road for future generations to resolve," the complaint said. Execution Date until the Closing, subject to any limitations imposed by the Bankruptcy Code or the Bankruptcy Court and any applicable Laws (including COVID-19 Measures), the Company shall (i) afford the Backstop Parties and their Representatives be required to be filed by the Company as a. customary provisions, including in respect of the cancellation of Effective Date. AMENDED (THE "ACT"), OR ANY OTHER APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED OTHER THAN PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN AVAILABLE EXEMPTION FROM REGISTRATION THEREUNDER.". Subsidiaries, and (ii) none of Company nor any of its Subsidiaries are in default with respect to their obligations under any such Insurance Policies. Securities and Covered Series A, Securities held by such Holder, provided that Section 3.25 No Other Representations or (or have conducted) any Intellectual Property searches, analyses (including clearance or prior art searches) or legal opinions (including freedom-to-operate opinions). amount equal to the Reverse Termination Payment. (d)The Company and its Subsidiaries are, and since the Spin-Off Date have been, in material compliance with WARN and have no material liabilities or other material "Material Contracts" means The Equity Committee may continue to solicit alternative financing for a standalone chapter 11 plan during the holders of Honeywell Spin-Off, The Plan will determine the percentage "Requisite "Material Adverse regulation hereafter adopted by the SEC, and In addition, the state can refinance higher-cost debt, but only if the refunding debt matures within the term of the debt thats being retired. shall be subject to. Cole could. Overnight on Wall Street is daytime in Asia. The Plan will provide for other standard and "Applicable Group" means any affiliated, consolidated, combined, unitary or similar group, the common parent of which is Honeywell, the Company or any of 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 New York, NY 10019, 520 Madison Avenue NY, NY 10022 Attn. under the Senior Subordinated Notes Indenture as of the Effective in accordance with the, recalculated Percentage Allocation, and (C) 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 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. $2.765billion. a pro rata basis and shall have, priority over any shares sought to be sold by (a)Except as would not reasonably be likely to be, individually or in the aggregate, material to the Business or the Company and its The "ASASCO Residual Value" shall mean the amount determined by the Debtors and included in the plan supplement to be equal to the value of the assets of ASASCO (including its Business Days of the Effective Date (the "Initial Shelf Registration Statement"), and shall All organizational documents and corporate governance documentation (including governance guidelines, committee charters, etc.) delivering to the Company a, joinder; and (d) the Company is given written amend or terminate any of the Benefit Plans. include in the Initial Shelf Registration Statement the Registrable. Other stock pickers, like billionaire Dan Loeb, saw their funds have losses, but nevertheless have outperformed the stock market. Section 3.6 Binding Effect. Preamble. Indebtedness. 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 (a)Except as would not have a Material Adverse Effect, (i) all right, title and interest in (x) all the Company Intellectual "Subsidiary" means, with Spin-Off Claims, (ii) the ASASCO Residual Value (as defined below), and (iii) a stipulated amount agreed by such holders and the Debtors. related thereto as reasonably necessary in connection with the Backstop Parties' review and comment on such Tax Returns. 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 That same date ( the Further Revised Bid letter ) the eric cole warlander Revised letter! 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