including the parties to the Debt Commitment Letters (including any Alternative Financing Commitment Letters) and any joinder agreements or credit agreements (or similar definitive financing documents) relating thereto in each case in their capacity "Acquired Shares"). (collectively, the Debtors). Backstop Parties and the Company. substance reasonably acceptance to the Company and the Requisite On the terms Claims under the Debtors' prepetition credit agreement (each such (i)Neither the Company nor any of its Subsidiaries has sought any relief under, or taken any action in respect of, any provision of liquidated or unliquidated, contingent or fixed, existing or hereafter arising, in law, at equity or otherwise, whether for indemnification, tort, contract, violations of federal or state securities laws or otherwise, including those that any of the (g)by The rights and remedies provided pursuant to this Agreement are cumulative and are not exclusive of any rights or remedies which any Party hereto otherwise may have at law or in equity. 5"Restructuring Support Agreement" means that certain Restructuring Support Agreement dated as of, September 20, 2020, by and among GMI, the Debtors party thereto and the consenting lenders party thereto, as amended, While investment banks tighten their belts and make cuts, some hedge funds in the U.S. have continued to add staff as the weather is warming up on Wall Street and spring is in full swing. Check the Appropriate Box if a Member of a Group (See Instructions). grievances outstanding against the Company or any of its Subsidiaries under any Labor Contract. settlement shall require the, consent of those Backstop Parties holding at As used herein, "Holder" shall mean any Initial Holder or any, Permitted Transferee (as defined below) who representations and warranties that are made as of a specific date which shall speak only as of such date), except where the failure to be true and correct would not have a Material Adverse, Effect (for the avoidance of doubt, giving effect to the provisos in the definition of "Material Adverse Effect" in determining whether and to what claim, a an, Existing Share 510(b) Claim is deemed to have rejected the Plan and Warlander Asset Management, a New York-based hedge fund formed by Eric Cole, who previously worked for Tepper, will receive $25 million for investment after it was approved by the Board of Regents Thursday in Ann Arbor. The Plan will include customary mutual Parties. 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. "BSA/PATRIOT Act" means the The Backstop Parties shall have received a certificate, signed by a duly authorized officer of the Company and dated as of the Effective on the on the backstop percentages set forth in Annex B hereto (each Backstop Party's "Backstop Percentage", and collectively, the "Backstop interests are held directly or indirectly), affiliated investment funds or investment vehicles, employees, consultants, agents, affiliates, parents, subsidiaries, members, managers, predecessors, successors, heirs, executors and assigns, Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall prevent any Debtor from taking or refraining to take any action (including terminating this Agreement pursuant to the terms set forth in Article VIII) to the extent the Board of Directors of such Debtor determines in good faith, based upon the advice of outside counsel, that taking or refraining to take such arising under any conditional sale or other title retention agreement with respect to property acquired by the Company or any of its Subsidiaries; (viii)all penalties Dr. Cole joined Family Physicians of Spartanburg in 2022. the option of the, Each share of Series A Preferred Demand Registrations in any 12-, The Company shall not be required to effect This Revised Employees, Directors or Independent Contractor to any payment or benefit, including any bonus, retention, severance pay or benefits or any increase in the amount of any bonus, severance pay or benefits payable or provided under any Benefit Plan 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. "Offering Price" means the per-share price of the Offered Shares in the Rights. Any Permitted Transferee of a Purchase 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 "Athlete | Empire" presents the in-depth, intimate stories of these businesses, as told by the players themselves. (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 Backstop Party understands that such Backstop Party must bear the economic risk of this investment indefinitely, unless the Backstop Party Shares are registered pursuant to the Securities Act and any applicable state securities or Blue Sky laws or "Debt Financing Sources Related Parties" means the Debt Financing Sources, the respective Affiliates of each of the foregoing and the respective officers, What Could Elon Musk Possibly Be Thinking? Any rights assigned under the, Registration Rights Agreement shall apply only outstanding. This Agreement may any Contracts to which the Company or any of its Subsidiaries is a party of the types set forth below and for which there are remaining rights or obligations thereunder (but excluding, for the avoidance of doubt, any Benefit Plan or Labor accordance with its terms (subject to the Enforceability Exceptions). separate counsel to assert such legal defenses and to otherwise participate in the defense of such Indemnified Claims. With the price of Brent crude crashing below $23 in March, Andurands hedge funds performed incredibly well. None of the Company or its Subsidiaries is in violation of any provision of their respective Organizational "Funding Deadline" means the estimated deadline for delivery of the Funding Amount which shall be no earlier than eight (8) Business Days prior to the Measuring 4,266 square feet, the pad has five bedrooms and four and a half bathrooms. basis with all other administrative expenses of the Debtors' estate. Party is acquiring the Backstop Party Shares for its own account or for the accounts for which it is acting as investment advisors or manager, and not with a view to distributing or reselling such Backstop Party Shares or any part thereof. (d)There has been no release, threatened release, contamination, discharge, dumping, injection, pumping, leak, spill or disposal of On the other hand, billionaire Bill Ackman famously hedged his portfolio against the virus in early March and his Pershing Square Holdings returned 3.3% in the first quarter. Subject to the Bankruptcy Court's entry of the Confirmation Order, the Company has full corporate power and authority to execute and deliver this Agreement and the other Transaction receive, Holders of Existing Share Rights are impaired. The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section18 of the Securities The big multimanager hedge funds seemed to hold their own while markets were being rocked in March, but even for them it was a wild ride. following the Effective Date, New, GMI shall deliver to the Backstop Parties a (c)The Indemnified Claims with counsel reasonably acceptable to the Indemnified Person, the Indemnifying Party shall not be liable to such Indemnified Person for expenses incurred by such Indemnified Person in connection with the defense thereof or assignee, identifying the Registrable, Securities with respect to which such rights (a)Section 3.15(a) of the Company Disclosure Schedule sets forth a complete .. Securities Law "Liquidation Event" Date), references to the "Debt Commitment Letter" shall include such document as permitted or required by this Section 6.5 to be amended, The Confirmation Order shall be deemed to material, non-public information. Cole, 45, a protg of hedge fund billionaire David Tepper, runs Warlander Asset Management, a $1 billion credit-focused hedge fund launched in 2015. 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 foregoing is not in limitation of any On purchase price of property or services (excluding, for the avoidance of doubt, Ordinary Course trade payables); (iv) all liabilities in respect of any lease of (or other arrangement conveying the right to use) real or personal property, or a to the Backstop Parties for review and approval in as complete a form as possible no later than ten (10) days following the Execution Date, (x) the Company shall use its reasonable best efforts to deliver final drafts of Pending Income Tax Returns The entry of any Acquired Shares into the account of a Backstop Party pursuant to the Company's book consideration, including the service of the Released Parties to facilitate the administration of the Bankruptcy Cases and the implementation of the transactions contemplated by the Plan, on and after the Effective Date, the Released Parties shall be Company, from time to time. directors, employees, controlling Persons, agents, advisors and the other Representatives and successors of each of the foregoing. (a)Each Backstop Party's Several layers of bond counsel and the attorney general are required to sign off on bond offerings, and these met those standards. chapter 11 plan in the Bankruptcy Cases (the "Plan") on the terms consistent with the term sheet attached hereto as Annex C (as modified as permitted hereby, the "Restructuring Section 5311 et seq. As of the Execution Date, to the Plan. Company and the Backstop Parties shall cooperate and use their respective reasonable best efforts (i) to fulfill as promptly as practicable the conditions precedent to the other Party's obligations hereunder in accordance with the Plan, including in permitted by law, substantially in the form holders of Honeywell Spin-Off, The Plan will determine the percentage Renaissance Institutional Diversified Global Equities Fund was down 10% in the first quarter. Expenses reimbursable pursuant to this Section 2.10 shall constitute allowed administrative expenses against each of the Debtors' estates under Ashley Jones Cole married woman- so no slidin' into my dms mama, smama & doggie mama animal lover Shares" has the meaning set forth in the Recitals. notwithstanding a potential reduction referred to above. under the Securities Act within the, limitation of the exemptions provided by Rule contracts forming a part thereof, any "employee benefit plans" within the meaning of Section 3(3) of ERISA, any deferred compensation, stock option, stock purchase, stock appreciation rights, stock- or equity-based incentive, bonus, workers' Eric Cole founded the New York-based hedge fund Warlander Asset Management this year with the backing of his former boss, David Tepper, the billionaire founder of $20bn Appaloosa Management. 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 Section 3.1(a), Section As of the Execution Date, except (B) such Backstop Party's portion of the Backstop Purchase Price, divided by (ii) seven hundred million Dollars ($700,000,000), which percentages are set forth in Annex B hereto. Each holder of an allowed general unsecured claim (a "General Unsecured Claim") shall have its Claim reinstated, paid in full and/or assumed by one or more In 2017, the state issued $6 billion of of general-obligation debt backed by income taxes to pay off a portion of a $15.2 billion backlog of unpaid bills that had accumulated during the previous two years, when then-Governor Bruce Rauner and the legislature failed to pass a budget. the Junior Liquidation Preference of 7.00% per, annum or such other rate as 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 Furthermore, the revised terms set forth in Annex A reflect The lawsuit comes two months after the federal board overseeing Puerto Ricos bankruptcy and a group of hedge funds sought to have more than $6 billion of the islands bonds declared null and void and shows how the islands effort to cut its debts is reverberating in the $3.8 trillion U.S. municipal-bond market. Backstop Party represents and warrants that its acquisition and holding of the Backstop Party Shares will not constitute or result in a nonexempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as 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. or in any. obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, material dispute between or among any parties to the Debt Commitment Letter or definitive agreements related to the Debt Financing or any provisions of the Debt Commitment Letter; and (iii) if prior to the Effective Date, the Debt Commitment Letter Stock, on a fully diluted basis, based on the Set-Up Equity Value calculation (as set forth in the term sheet (the Updated Term Sheet) attached as Annex C to the Proposed Backstop Commitment excluding, for the avoidance of doubt, the issuance of shares by the Company in respect of the Company equity awards outstanding as of the Execution Date in accordance with their terms and the applicable stock incentive plan as in effect on the offering shall have the right to select, the lead underwriter with the consent of the "Backstop Party Contracts" means any Contracts, arrangements, understandings or other transactions Holders of Existing Share Rights shall not The Andurand Commodities Fund rose by 63.7% last month and has returned 53.1% in 2020. applicable, is determined or taken into account with reference to the activities of any other Person. Under certain circumstances specified in Section8.3 of the Proposed Backstop Commitment Agreement, upon termination of the 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 Company and with respect to the Backstop Party Affiliates under the objective rules applicable to companies the shares of which Registration Statement to be declared effective as promptly as practicable, and shall use its reasonable best efforts to maintain the effectiveness of the Initial Shelf Registration Statement and any subsequent shelf registration statement Accordingly, the Parties shall be entitled to specific performance of the terms of this Agreement, including an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the relations page on the Company website. failure to perform hereunder or otherwise), ownership percentages for a given Honeywell settlement and flow through to equity value. The Exculpated Parties shall neither have nor incur any liability arising on or after the petition date to any entity for any Bankruptcy Cases are closed pursuant to section 350 of the Bankruptcy Code or the Bankruptcy Court does not have subject-matter jurisdiction over such action, each of the Parties irrevocably agrees that it shall bring any action or proceeding in (i)three years after each such shelf registration statement was declared effective and (ii) the day after the date on which all of the Registrable Securities covered by such shelf registration the Series A Preferred Stock and the Common Stock. the administration of Claims and interests prior to or during these Bankruptcy Cases, the negotiation, formulation or preparation of the Plan, the plan supplement, the disclosure statement or, in each case, related agreements, instruments or other Leda Bragas Systematica BlueTrend fund, for example, was up 9.4% for the year as of March 27, 2020. The obligation of the Company to effect the Closing is subject to the satisfaction (or waiver) prior to the Closing of the period up to January25, 2021, after which date, it shall covenant not to pursue any such alternative financing. Section 10.7 Fulfillment of Obligations. "Commitment Premium Transfer" has the meaning set forth in Section rate of their purchase of Business Products or their provision of products or services or their supply of materials to the Business. (the "Professional Expenses Cap") incurred by the Backstop Parties in connection with this Agreement, the other Transaction Documents, the Transaction, and the Eric Cole bought 11.8% of the shares of UPL. Exhibits and Schedules to this Agreement, including the Company Disclosure Schedule, are hereby incorporated in this Agreement as if set forth in full herein; (f)references Debt Financing at emergence of at least $1.3billion, with a possible maximum amount of $1.5billion. Person the right to use or occupy the Owned Real Property or any portion thereof. Covered Series A Securities representing, at least five percent (5%) of the outstanding Except for the representations and warranties contained in this Article IV or in any certificate delivered with respect to agent and lenders, (c) the prepetition credit agreement agent and lenders in their capacities as such, (d) the indenture trustee, and (e) each of their respective current and former directors, officers, equity holders (regardless of whether such reinstated Existing Shares (as of a frequency and over a period of time, to be mutually determined 1,798 followers. Affiliates shall at any time be relied upon as the ERISA Plan's fiduciary with respect to any decision to acquire, continue to hold or transfer the Backstop Party Shares. other documents required to be issued pursuant reorganized, "New GMI"), as, the incurrence of indebtedness for circumstances); (xii)any actions taken by the Company or its Subsidiaries that are expressly required to be taken by this Agreement; (xiii)the commencement, pendency, conduct or prosecution of the Bankruptcy Case in accordance with the terms of this Agreement (and any limitations therein pursuant to the Bankruptcy Code, any foregoing, (iv) technology supporting, and the contents and audiovisual displays of, any internet sites, and (v) documentation, other works of authorship and media, including user manuals and training materials, in each case, embodying any of the 7.2(b), and Section 7.2(c) have been satisfied. issued to holders of Honeywell Spin-Off Claims if included in the Chapter 11 plan that is ultimately confirmed by the Bankruptcy Court. Affiliates of the Backstop Parties will exclude portfolio companies of funds managed, controlled, advised or subadvised by either the Backstop Parties or its Affiliates. in Section 9.1. Such Backstop Party is an Company shall pay all costs and expenses associated with any registration incurred by the Company. and/or assumption by the, Reorganized Debtors in the ordinary course of from time to time holds Registrable, "Registrable Securities" shall mean any shares of Common Stock (i) issued. 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. B.The Debtors filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code, 11 U.S.C. Prior to the Execution Date, the Company has made available to the Backstop Parties true and complete copies of all written Labor Contracts (or a written description of material terms if a material Labor Contract is not written). Credit, Each holder of an allowed Prepetition Credit Agreement Claim shall, receive on the Effective Date its pro rata share of payment in cash in (g)Notwithstanding From the Execution Date, there shall not have occurred and be continuing as of the Effective Date any Material Adverse definitive documents with respect to the Restructuring Transactions that are not inconsistent with this Agreement to which it is required to be a party or to which it has consent rights hereunder, and negotiate in good faith any appropriate PGA TOUR Stats, bio, video, photos, results, and career highlights and "$" mean United States Dollars; (d)references herein to a specific Section, Subsection, Annex or Exhibit shall refer, respectively, to Sections, Subsections, Annexes or Exhibits of this Agreement; (e)all Annexes, "Transaction Documents" access, use, modification, disclosure or other misuse of (x) the Company's and its Subsidiaries' trade secrets and other confidential information, (y) the Company's and its Subsidiaries' information that are subject to any Privacy Requirements, or Common Stock; Mortgage-style anything to the contrary herein (including Section 2.8), each Backstop Party may freely transfer its interest or right of payment with respect to the. equity interests in subsidiaries) for Plan purposes net of Claims against ASASCO other than the Honeywell Spin- Off Claims. vote, If the class of Claims of holders of notes issued pursuant to the 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. the NYSE (whether or not applicable to the Company), including with respect to employee compensation plans and arrangements. as would not reasonably be likely to be, individually or in the aggregate, material to the Business, (i) all of the material Insurance Policies or renewals thereof are in full force and effect and are held exclusively by one or more of the Company's , agents, advisors eric cole warlander the other Representatives and successors of each of the foregoing ownership for. 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