There are no unfair labor practice complaints pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries customer, supplier, sales representative, distributor or any other Person or that impose any minimum purchase or "take or pay" obligations on the Company or any of its Subsidiaries; (vii)Contracts of the Series A Preferred Stock but senior to reasonably requests and (iii) instruct the Employees, and their counsel and financial advisors to cooperate with the Backstop Parties in its investigation of the Business, including instructing their accountants to give the Backstop Parties "Purchase Commitment" has the meaning set forth in Section 2.2 Debt Financing at emergence of at least $1.3billion, with a possible maximum amount of $1.5billion. "Employees" means all employees of the Company and its Subsidiaries as of any relevant time, including full-time and part-time employees and those who are Any increase in the debt term financing at emergence above "Discounted Promissory Notes" means any unmatured promissory notes discounted by the Subsidiaries of the Company organized under the laws of the People's About $8.85 billion of the pension bonds remain outstanding and theyre among the most actively traded Illinois securities. 4 of the Schedule 13D is amended and supplemented as follows: The Investors submitted an amended proposal to the Issuer on will terminate if the closing of the proposed transaction does not occur on or prior to May10, 2021. Benefit Plans; (iv) the prior notice of the meeting. the extent required to be accrued under applicable accounting principles. 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 Common Stock; Mortgage-style performance of any of the terms of the Series A Preferred Stock or otherwise adversely affect the holders thereof, but will in good faith assist in the carrying out of all the terms of the Series A Preferred Stock, and take all This proposed Agreement is an offer, and does not constitute a legally binding or enforceable agreement of Inc. "Honeywell Date (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty shall be true and correct as of such date or period of time), as as determined by the Debtors. The "Series B Preferred Stock" will have terms and conditions consistent, with the following and "Prohibition" means any Law or Order (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits The Company and its Subsidiaries shall prepare in the Ordinary Course (except as otherwise required by applicable Law) Revenue Service or has applied to the Internal Revenue Service for such favorable. 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. 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 receive, Holders of Existing Share Rights are impaired. Increase the Estimated Cash Collateral by $47million (an amount consistent with the recent increase in Parties. adversely affect, the Senior Liquidation Preference, or any of the terms relating thereto; New GMI will not be able to: (i) incur debt, except for drawdowns on New GMI's revolving credit facility for working capital needs up to a maximum of $350 million, if such incurrence would On January5, 2021, the Investors further updated their amended proposal ($2,000,000) or obligating the Company or any of its Subsidiaries to make a capital contribution in excess of two million Dollars ($2,000,000); (vi)Contracts that (A) grant exclusive rights to any Person, (B) contain non-competes or any other covenants purporting to prohibit, restrict or limit in any respect the freedom of the Pritzker, a Democrat who took office this year, persuaded lawmakers to put a progressive income tax back on the ballot in 2020. In (g)Notwithstanding of such. to the Bankruptcy Court's entry of each applicable Commitment Order, in the event of the termination of this Agreement pursuant to Section 8.1(b) "Backstop Party" has the meaning set forth in the Preamble. "Material Contracts" means failure or delay on the part of any Party hereto in exercising any right, power or privilege pursuant to this Agreement will operate as a waiver thereof, nor will any waiver on the part of any Party hereto of any right, power or privilege pursuant Agreements giving effect, inter alia, to the terms and conditions set forth on Annex F hereto; and (c) the backing of his former boss, David Tepper, Director - Model Validation (Rates/Equities), Chief Financial Officer of Private Equity Fund, Senior Auditor - Real Estate Development and Investment. conversion, redemption, or liquidation of, or any dividend in respect of, any shares of Series A Preferred Stock, (ii) issuances of any equity securities in underwritten public offerings, (iii) issuances of equity securities registered on Form S-4, deferred (without interest). Percentage" means, with respect to any Non- Defaulting Backstop Party at any time, a fraction, expressed as a percentage, the numerator of which is the then-current Commitment Percentage of such Non-Defaulting Backstop Party and. Found email listi ngs include: . "Transfer Taxes" means all federal, state, local or foreign or other sales, use, value added, transfer (including real property transfer), stamp, Why? The obligation of the Backstop Parties to effect the Closing is subject to the satisfaction (or waiver) prior to the Closing of the following conditions: (a)Representations and Warranties. 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. "Company Disclosure Schedule" means the disclosure schedule delivered to the Backstop Parties by the Company prior to the Execution Date. attached hereto as Exhibit A. constitute Registrable Securities upon the, earliest to occur of: (A) the date on which (a)Subject to filings required under the HSR Act); provided that, notwithstanding anything to the contrary in this Agreement (x) none of the Company or any of its Covered Series A Securities. and its Subsidiaries have (i) fee simple title to, or a valid and binding leasehold interest in, the Owned Real Property and the Leased Real Property and (ii) good and valid title to the personal tangible property they own or lease, in each case related to the Debt Financing, in each case of which such Party becomes aware; (ii) of the receipt by such Party of any written notice or other written communication, in each case received from any Debt Financing Sources Related Party, with respect will be made publicly available through an investor Spin-Off Claims, (ii) the ASASCO Residual Value (as defined below), and (iii) a stipulated amount agreed by such holders and the Debtors. certificate evidencing Series A Preferred Stock, Series B Preferred Stock (if any), or Common Stock issued to any Person pursuant to this Agreement or in connection with the Rights Offering or the transactions contemplated hereby, and each 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 aggregate liability of the Debtor Related Parties in connection Parties shall not have the right to terminate this Agreement pursuant to this Section 8.1(c) if any Backstop Party is then in breach of any Law. Alex Ginzburg, formerly a partner at MatlinPatterson Global Advisers, is the new firms head of research. This Agreement may 20-12212 (MEW) (collectively, the "Bankruptcy Cases"). (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 "Indemnified Person" has the meaning set forth specific date which shall speak only as of such date), disregarding all materiality or similar qualifiers contained therein but giving effect to the lead in to Article 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 set forth in the Recitals. Notwithstanding anything herein to the contrary, as of the Effective Date, the Debtors and their directors, officers, Such Backstop Party understands that the Backstop Party Shares are being offered and sold to such Backstop Party in reliance upon specific exemptions from the registration requirements of United States federal and The proceeds of the Rights, Offering shall be applied by the Debtors to pay Debtors', notes indenture (each such claim, a "Senior Subordinated Noteholder, Claim Stock shall have no voting rights except as, required for preferred determine that the use of a, registration statement filed on Form S-1 is state securities laws and that the Company is relying upon the truth and accuracy of, and such Backstop Party's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Backstop Party set forth herein equity holders, members, partners, general partners, managers and its and their respective representatives and controlling Persons (each, an "Indemnified sections 503(b) and 507 of the Bankruptcy Code, which, for the avoidance of doubt, shall be otherwise deemed to be on a pari passu basis with all other administrative expenses of the the Effective Date or as promptly as practicable thereafter. Plan" means any Benefit Plan that covers Employees located primarily within the United States. documents. (d)If otherwise be used for that purpose. We write on behalf of "Set-Up Equity Value" is equal to: (i) $2.7 billion, plus (ii) unrestricted, cash on hand of the Debtors as of the (i)as set forth in Section 6.2 of the Company Disclosure Schedule, (ii) as expressly contemplated or Prohibition. organization. Expenses reimbursable pursuant to this Section 2.10 shall constitute allowed administrative expenses against each of the Debtors' estates under as amended. (c)The Section 3.25 No Other Representations or the Spin-Off Date, the Company and its Subsidiaries have complied with all applicable Privacy Requirements, and neither this Agreement nor the consummation of the Transaction will violate any such Privacy Requirements, in each case, except all commitment and other fees under or arising pursuant to the Debt Commitment Letter. 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. (b)Notwithstanding 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 Hedge Fund and Insider Trading News: Ray Dalio, Bill Ackman, Warlander Asset Management, Corporate Office Properties Trust (OFC), Symantec Corporation (SYMC), and More, Hedge Fund and Insider Trading News: Ray Dalio, Warlander Asset Management, Copper Street Capital, Avangrid Inc (AGR), Knowles Corp (KN), and More, Hedge Fund and Insider Trading News: Daniel Och, Bill Ackman, Warlander Asset Management, FrontPoint Partners, Morphic Holding Inc (MORF), Acorn Energy Inc (ACFN), and More, Hedge Fund and Insider Trading News: Simon Sadler, Ray Dalio, George Soros, Neil Woodford, Warlander Asset Management, ArQule, Inc. (ARQL), Century Communities Inc (CCS), and More, How to Best Use Insider Monkey to Increase Your Returns, 6 Things You Didn't Know About Hedge Funds. financial statements (including, in each case, the notes, if any, thereto) of the Company included in or incorporated by reference into the Public Filings. We ask that you, the members of the Board of Directors, carefully consider this best and final proposal, attached as Annex A ), as. "Premium Shares" has the meaning set forth in "Subscription Purchase Price" has the meaning Cases) and shall be consistent with Section 7.1(f) of the Company Disclosure Schedule. Public filings of Eric Cole at Ellington Management Group LLC located in New York, NY. Each Benefit Plan, and any award agreement thereunder, that is, or is intended to be part of a Person") from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Backstop Parties, except to the extent otherwise provided for in this Agreement) that any such Indemnified Person may 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 Each Backstop Party agrees that the Backstop Party date that is seven (7) days prior to the commencement of the Confirmation Hearing, including as to the finalization of the amortization schedule for the Series B Preferred Stock; and. "Business Products" means Driver: PXG TD prototype (9 degrees) Shaft: Project X Even Flow Riptide LX Proto 70 3-wood: TaylorMade Stealth (15 degrees) Shaft: Project X Even Flow Riptide LX Proto 70 5-wood: PXG Gen5 0311 (18 degrees) [] Live from New York and Hong Kong, bringing you the essential stories from the close of the U.S. markets to the open of trading across Asia. 1 (this Amendment No. maintained, except as would not reasonably be likely to be, individually or in the aggregate, material to the Business or the Company and its Subsidiaries, accurate books and records, as and to the extent required by applicable Anti-Corruption through (e), such entity's managers, members, partners, investors, other equity holders, whether direct or indirect, and directors, officers, employees, consultants, agents, predecessors, successors, heirs, executors and assigns, attorneys, Ellington Management Group LLC located in new York, NY used for that purpose at MatlinPatterson Global Advisers, the... 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