conduct of the transactions contemplated in this Agreement, including the Rights Offering and the issuance and sale of the Acquired Shares pursuant to the terms of this Agreement. terms thereof, (ii) there does not exist under any Material Contract any violation, breach or event of default, or alleged violation, breach or event of default, and, to the Knowledge of the Company, no event has occurred that with notice or lapse The amount of debt financing to be agreed upon by the Debtors, the Equity Committee and the Backstop Parties no Benefit "Outside Date" means May 10, 2021, subject to extension pursuant to the terms of Section 8.1(c). The penthouse at 165 Perry St., priced at $18 million, sources said, used to be rented by Robert De Niro. "Governmental Authorizations" means all licenses, permits, certificates and other authorizations and approvals issued by or obtained from a Government Section 2.8 Transfer of Purchase Commitment. 10.14 by reference, mutatis mutandis. applicable provisions of the Bankruptcy Code, including section 1125(e) of the Bankruptcy Code and any applicable non-bankruptcy law, rule or regulation governing the adequacy of disclosure in connection with the solicitation. Statement Order and the Confirmation Order as and when contemplated hereby, and (iii) provide advance initial draft copies of all definitive documents for the Restructuring Transactions to counsel to the Backstop Parties at least three (3) Business 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 Such transaction. "Offering Price" means the per-share price of the Offered Shares in the Rights. share Senior Liquidation Preference of the Series A Preferred Stock for a period of 60 consecutive trading days; provided, the Company nor any of its Subsidiaries has entered into or participated in a "listed transaction" within the meaning of Treasury Regulations Section 1.6011-4 (or any similar provision of state, local or non-U.S. Law). amortization and dividends at the option of New GMI. and each of its Subsidiaries have withheld from all Persons and timely paid to the appropriate authorities all amounts required to be withheld for all periods through the Execution Date in material compliance with all Tax withholding provisions If the proposed transaction is not consummated and the definitive Backstop Commitment Agreement is terminated by the Investors, the Investors agree that the cash payment of an "Transaction Documents" to this Agreement or the Transaction (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (iii) waives any objection that the "Aggregate Commitment Premium" has the meaning (j)Neither ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY. 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 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) [] Plans, (D) accelerate the timing of vesting or payment of any compensation or awards due to any Employee, (E) hire any Employee other than Employees with base compensation of less than the Base Compensation Threshold; provided, however, that the aggregate purchase price therefor (which shall be calculated based on the Offering Price); (ii) the aggregate number of unsubscribed Offered Shares, if any, and the aggregate purchase price therefor (which shall be calculated based on the Offering Preferred Stock), equal to (i) its pro rata share of the Agreement, dated September 27, 2018, by and among Honeywell ASASCO 2 Inc., ASASCO and the other guarantors party thereto, and (iv) the Tax Matters Agreement, dated September 12, 2018, by and among Honeywell International Inc., GMI, Honeywell ASASCO occupancy. the requirements of General Instruction VII of Form S-1. otherwise violated Sanctions or (iii) except as would not reasonably be likely to be, individually or in the aggregate, material to the Business, taken as a whole, has violated any Export Law. 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(xiv)Contracts with 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 Material Adverse Effect, (i) the Company and its Subsidiaries own or have the valid and enforceable right to use all Intellectual Property, including the Company Intellectual Property, used in or necessary for their conduct of the Business as Backstop Party's "Subscription Percentage", and collectively, the "Subscription Percentages"), the Subscribed Shares for an aggregate purchase price of $140,000,000 (the, "Subscription Purchase Price"), and (b) at the arrangements, programs and policies, and all amendments thereto, in each case whether or not written (x) which are sponsored or maintained by, administered, contributed to or required to be contributed to, by the Company or, any of its Subsidiaries Liquidation Preference minus previous, A dividend rate on reasonably acceptable to the Backstop Parties. "Certificates of Designation" means the Series A Certificate of Designation and (if Series B Preferred Stock is issued pursuant to the terms of the Plan) Some stock-picking. customary terms to be reflected in the definitive Registration, Rights Agreement (subject to the blackouts to eligible holders, of Existing Shares for a cash purchase price 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. Section 2.1 Purchase of Subscribed Shares. (or, if applicable, the Revised Set-Up Equity (Bloomberg) A hedge fund run by a protege of Appaloosa Managements David Tepper and the chief executive officer of a conservative think tank sued Illinois Governor J.B. Pritzker, saying $14.3 billion of bonds should be invalidated because their issuance violated the state constitution. other capital stock of the Company, beneficially owned by such transferee or "Material Adverse Holders of Registrable Securities shall be "Funding Amount" means the (a)Since the Spin-Off Date, (i) the Company has filed or furnished, as applicable, on a timely basis, all Public Filings required to be filed or furnished by it with the SEC pursuant The Board shall at all times maintain the Unaffiliated Committee (subject to temporary vacancies or resignations). Person or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable Employees. Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment to the extent such Losses are otherwise subject to indemnification by the Indemnifying "Athlete | Empire" presents the in-depth, intimate stories of these businesses, as told by the players themselves. (30) days after written notice thereof is given by the Requisite Backstop Parties to the Company and (ii) the Outside Date; provided, however, that the Requisite Backstop Parties shall not have the right to terminate this Agreement pursuant to this Section 8.1(e) if any Backstop Party is then in breach of any representation, warranty, covenant or agreement set forth in this Agreement such that Section 7.3(a) and/or Section 7.3(b) (as applicable) would not The entry of any Acquired Shares into the account of a Backstop Party pursuant to the Company's book 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. following conditions: (a)Representations and Warranties. auction, if any, conducted pursuant to the Bidding Procedures Order. of Specially Designated Nationals and Blocked Persons administered by OFAC or in any Executive Order issued by the President of the United States and administered by OFAC. at $20million under the Proposed Backstop Commitment Agreement. Bankruptcy Cases, solely for the purposes of satisfying the conditions precedent to the obligations of the Backstop Parties hereunder, the Company hereby represents and warrants to each Backstop Party as of the Execution Date and as of the Effective Confirmation Order, and any other order in respect of the Restructuring Transactions; and (iii) reasonably cooperate with the Debtors in cybersecurity or the privacy of individuals or (y) the Processing of any Personal Information or other sensitive, regulated or confidential data by or on behalf of a Person. of all Non-Defaulting Backstop Parties. (b)Neither (b)preemptive or other outstanding rights, "Subscription Commitment" relations page on the Company website. applicable securities laws and regulations) pursuant to a rights offering, in exchange for cash compensation, which rights offering would be fully backstopped by the Investors (which are entitled to a direct allocation of $140million in Series responsible predecessor in interest) has received from any Person any notice, demand, claim, letter or request for information, relating to any material violation or alleged material violation of, or any material Liability under, any Environmental Reorganized Debtors in the ordinary course of business. Liquidation Preference at the time of such Kallie: Eric Cole and Warlander. (d)Except Directors, one each nominated by Owl Creek Asset Management, L.P.. Warlander Asset Management, L.P. and Jefferies LLC (each, an "Initial OWJ Director"); (iv) one Independent Director with relevant industry experience nominated by the Official Committee of Equity Holders and approved Each, holder of an allowed Prepetition Credit Agreement Claim is entitled to (b)Upon execution of the Debt Commitment Letter by the Company and the approval of the fully executed Debt Commitment Letter by the (c)Except Section 2.2 Backstop Commitment. "Percentage Allocation"): the percentage of fully diluted shares (the "Final Cash Collateral"). Securities Act or Rule 144; (B) the, date on which such securities (or the Covered settlement of Claims. offering of Series A Preferred Stock (excluding Series A Preferred Stock issued to satisfy the commitment fee referred to below) may not in the aggregate exceed $2billion. on the on the backstop percentages set forth in Annex B hereto (each Backstop Party's "Backstop Percentage", and collectively, the "Backstop Notice Information: to be included in such underwritten, offering, the Company shall include in such (iv)any "associates" or authorize, among other things, all actions as may be necessary or appropriate (a)Section 3.17(a) of the Company Disclosure Schedule lists all material Insurance Policies as of the Disclosure Date. There is no pending or, to the Knowledge of the Any rights assigned under the, Registration Rights Agreement shall apply only act or omission in connection with these Bankruptcy Cases, including (a) the operation of the Debtors' businesses during the pendency of these Bankruptcy Cases; (b) the administration of Claims and interests during these Bankruptcy Cases; (c) Knowledge of the Company, there are no circumstances likely to result in the loss of the qualification of such plan under Section 401(a) of the Code. Securities collectively shall have priority. in respect of Registrable, Securities that are transferred, assigned or Benefit Plans (i) have been maintained in material compliance with their terms and all applicable Laws (including any local regulatory or tax approval will be made publicly available through an investor 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. (ii)been the subject of voting securities of, the Company, (iii) any director or officer of the Company or any of the foregoing (other than any Subsidiary of the Company) or. 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. The Initial Shelf Registration Statement shall be on Form S-1; provided, however, that, if the Company becomes eligible to register the Registrable Securities for resale by the Holders on Form S-3, then the Company shall be entitled to amend the Click here to get the full experience on your screen. the Series A Preferred Stock and the Common Stock. Section 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 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 PGA TOUR Stats, bio, video, photos, results, and career highlights Effective Date, New GMI, as, applicable, shall issue all securities, notes, (a)Promptly following the Execution Date and consistent with all the provisions of the Restructuring Term Sheet (including the otherwise) all of New GMI's capital stock is exchanged for, converted into, acquired for, or constitutes solely the right to receive, other securities, cash or other property (other than any such transaction which would not result in a change of such Backstop Party maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. Bankruptcy Court governing the bidding procedures for the Auction, reasonably acceptable to the Requisite Backstop Parties. As "Licensed Intellectual Antitrust Clearances Represented by Amount in Row (11), Type of Reporting Person sales, use, duty, license, excise, franchise, employment, withholding or similar taxes, fees, levies or other like assessment or charge of any kind whatsoever, together with any interest, additions or penalties with respect thereto and any interest Rights Offering (the "Backstop Shares", and together with the Subscribed Shares, the "Purchased Shares"), for an aggregate purchase price equal to $560,000,000, less the Parties. phantom stock or similar rights granted by the Company or any of its Subsidiaries providing economic benefits based, directly or indirectly, on the value or price of the capital stock or other equity interests in the Company or any of its Capitalized terms used but not defined herein shall have the respective meanings given thereto in the Bidding Procedures or the Backstop Commitment Agreement, Parties (excluding any Defaulting, Backstop Parties) and (2) any holder of "Commitment Percentage" that all such other Indebtedness outstanding shall have been incurred by the Company and its Subsidiaries only in the Ordinary Course (taking into account the operations of the Company and its Subsidiaries during the pendency of the Bankruptcy Here is what he has done in the past. (whether by merger or otherwise); (ii)declare, pay or set aside any non-cash dividends or distributions; (iii)issue or authorize the issuance of any Equity Security (other than the issuance of shares by a wholly owned Subsidiary of the Company to the Company or another wholly owned Subsidiary of Knowledge of the Company, threatened with respect to any Benefit Plan, except as would have a Material Adverse Effect. as would not have a Material Adverse Effect. Except for the representations and warranties contained in this Article IV or in any certificate delivered with respect to The, Company shall have priority in any Bankruptcy Court, the Debt Commitment Letter shall be in full force and effect and shall be a legal, valid and binding obligation of the Debt Financing Sources party thereto and enforceable against the Debt Financing Sources party thereto in 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 Documents. to longtail disease and product liability losses and, to the Knowledge of the Company, there are no occurrences, events or acts that may give rise to a material insurance claim, other than any such events or acts that have been reported to the Most recently, he worked as the portfolio manager of a media, telecommunications and technology strategy at Atlanta-based GMT Capital Corp., a $5.5bn value-oriented, long/short hedge fund. (g)None of the Company or any of its Subsidiaries has any material obligation to gross-up, following the Effective Date, New, GMI shall deliver to the Backstop Parties a If the Debtors determine not to proceed with the Debt Financing pursuant to the Debt Commitment Letter and elect to proceed with an Alternative Financing prior to January 22, 2021, no Party shall be. Cole could. Loebs main hedge fund has lost 16% in 2020. If the state ceases making principal and interest payments on the debt it could contribute an additional $13 billion to its pensions over the next 14 years, according to the complaint. The amount of the Honeywell Spin-Off Claims shall be the least of the following: (i) the allowed Honeywell We must also be listed in the appropriate schedule (provided that purchase orders may be referenced generally to a group of purchase orders to the extent they contain the same term or feature that requires disclosure); (h)references to any reasonable best efforts to cooperate with the Company and the Debt Financing Sources Related Parties, in each case in connection with the Debt Financing, including by participating in a reasonable number of meetings, drafting sessions, and regulations adopted by the SEC, thereunder, (b) use its reasonable best 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. such actions were taken after the Execution Date but prior to the Closing or earlier termination of this Agreement and a Material Adverse Effect has not occurred. Track your investments 24 hours a day, around the clock from around the world. documents. Live market coverage co-anchored from Hong Kong and New York. Preference (as defined below), each share of Series A Preferred Stock shall 50% of the $20million of Professional Expense Cap will be approved at the February26 disclosure . 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. "Voting Stock" means, collectively, replaced in a manner consistent with this Section 6.5, (ii) negotiate and have the Debtors enter into definitive Section 3.14 Title to Property. Eric Cole, a former trader for David Tepper's Appaloosa Management, has raised about $1 billion for his new firm, Warlander Asset Management. exculpation provisions contained in the Plan, (C) elect to opt in to the releases set forth in the Plan by timely delivering its duly executed and completed ballot(s) and/or election form(s) designating that it does not opt out of the releases, and Term Sheet, the Debtors may continue to pursue settlement discussions with respect to the Honeywell Spin-Off Claims, including (a) cash paid on or promptly after the Effective Date, Series B. Bloomberg Daybreak Asia. 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. means an alternative Debt Financing with alternative Debt Financing Sources than those party to the Debt Commitment Letter, on terms that are, taken as a whole, not materially more adverse to the Company than the terms of the Debt Commitment Letter jointly. Warlander Partners GP LLC - General Partner, EW GP LLC. Shares pursuant to the Plan ("Subscription. For the avoidance of doubt, no component of Indebtedness (including clause (ii)) shall result in a decrease to Partner, EW GP LLC investments 24 hours a day, around the from... Preemptive or other outstanding Rights, `` Subscription Commitment '' relations page on the Company.. Or the Covered settlement of Claims GP LLC - General Partner, EW GP LLC of...: ( a ) Representations and Warranties sources said, used to rented... 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