This Agreement may
Material Adverse Effect, (ii) the Joint Ventures have not received any written notice alleging any violation under any applicable Law, except for violations that would not have a Material Adverse Effect, and (iii) the Joint Ventures have all
however, that no Backstop Party shall be paid its Commitment Premium if such Backstop Party is a Defaulting Backstop Party at the time of termination of this
Most recently, he was an analyst at Kingdon Capital andbefore that an equity research vice president focusing on healthcare services at Deutsche Bank. claim with respect to, or terminate any Material Contract, or otherwise waive, release or assign any material rights, claims or benefits under any such Material Contract, in each case other than with respect to a Material Contract solely relating to
(c)In the event of termination of this Agreement pursuant to Section 8.1(d), each Backstop Party shall, on the second
means this Agreement, the Escrow Agreement, the Registration Rights Agreement, the Certificates of Designation, the Other Governance Agreements, the Debt Commitment Letter, and all other documents or agreements ancillary thereto or necessary for the
Each holder of an allowed administrative, priority, and tax Claim
3.5 Non-Contravention. Benefit Plans (i) have been maintained in material compliance with their terms and all applicable Laws (including any local regulatory or tax approval
Without limiting the immediately preceding sentence, no Backstop Party shall be responsible or liable for (a) any other Backstop Party's pro rata allocation, based on the
pursuant to section 363 of the Bankruptcy Code, and authorizing the consummation of each of the transactions contemplated in this Agreement and in the Plan. Staying current is easy with Crain's news delivered straight to your inbox, free of charge. .. Currency
respect to any Backstop Party, any fund, account (including any separately managed accounts) or investment vehicle that is controlled, managed, advised or sub-advised by such Backstop Party, an Affiliate thereof or the same investment manager,
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. GMI's assets (other than a sale, exchange, lease, or transfer to one or more entities where the
361 of the Code, other than the entities listed on Section 3.9(h) of the Company Disclosure Schedule in connection with the distribution of the
"material contract" pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act; (ii)Contracts that relate to the acquisition, directly or indirectly, by Company or any of its Subsidiaries of any business or amount of stock or assets (other than acquisitions of raw
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. auction, if any, conducted pursuant to the Bidding Procedures Order. Existing Shares pursuant to the Rights, Offering, consisting of
representations or warranties, either express or implied, by or on behalf of the Company. Such
advance of the date (including extensions) on which such Tax Returns are required to be filed and (z) in advance of the delivery of final drafts of Pending Income Tax Returns, the Parties shall reasonably cooperate in timely providing information
(a)No
Increase the Estimated Cash Collateral by $47million (an amount consistent with the recent increase in
Securities collectively shall have priority. (5th) Business Day following the date on which the conditions set forth in Article
Section 3.1(a), Section
I), including the payment of the Commitment Premium and any and all Professional Expenses. Preferred Stock
Check the Appropriate Box
above shall have been incurred or issued by the Company and its Subsidiaries only in in the Ordinary Course (taking into account the operations of the Company and its Subsidiaries during the pendency of the Bankruptcy Cases)), plus (3) any amounts drawn under revolving credit facilities, which facilities shall not exceed an aggregate principal amount of three hundred and fifty million Dollars ($350,000,000);
Eric Cole what's in the bag accurate as of the Cadence Bank Houston Open. (d)Except
The amount of the Honeywell Spin-Off Claims shall be the least of the following: (i) the allowed Honeywell
other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses (or commit to do any of the foregoing) in order to obtain any consent from, or enter into any consent decrees with, a Government Entity or third
liquidated or unliquidated, accrued or not accrued, asserted or not asserted, known or unknown, determined, determinable or otherwise, whenever or however arising (including, whether arising out of any contract or tort based on negligence or strict
(including income, social security and employment Tax withholding for all types of compensation). terms. Its credit rating is one-level above junk by Moodys Investors Service and S&P Global Ratings Inc., the worst among U.S. states. amend or terminate any of the Benefit Plans. View Eric A. Cole's profile on LinkedIn, the world's largest professional community. to the Exchange Act or the Securities Act, (ii) each of the Public Filings, at the time of its filing or being furnished, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the
in the Recitals. Revised Bid Letter submitted by Cetus Capital VI, L.P., Owl Creek Asset Management, L.P., Warlander Asset Management, L.P., Jefferies LLC, Bardin Hill Opportunistic Credit Master Fund LP, and Marathon Asset Management L.P., dated as
the meaning set forth in Section 2.2. 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'
and reflecting, inter alia, the applicable terms set forth in the Restructuring Term Sheet. (b)Any transferee
Backstop Party is not a party to any other contract or agreement with any other Backstop Party in respect of the Plan or distributions to be received pursuant to the Plan. Cases) and shall be consistent with Section 7.1(f) of the Company Disclosure Schedule. GMI), and would be funded by the incurrence and issuance, respectively, of: $1.3billion of new debt term financing arranged by the Debtors at emergence from bankruptcy to New GMI,
insurance carrier in line with required insurer reporting procedures. 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
or consummation of any of the proposals or transactions set forth in such clause (i); (y) in the case of clause (ii) above, until the earlier to occur of the filing by the Company of its next succeeding Form 10-K or Form 10-Q or the date upon which
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
Except as modified or amended by the terms set forth in Annex A, the terms of the Initial
its obligations under this Agreement or the Plan. Demand Registrations in any 12-, The Company shall not be required to effect
other capital stock of the Company, beneficially owned by such transferee or
or (ii) call, retire, redeem or otherwise acquire any Series B Preferred Stock, or make an amortization payment on the Series B Preferred Stock, if any such incurrence would result in leverage greater than 2.5x of New. later than five (5) Business Days following the Subscription Expiration Time, the Company shall deliver a written notice to each Backstop Party of: (i) the number of Offered Shares elected to be purchased pursuant to the Rights Offering and the
formulating, negotiating, preparing, disseminating, implementing, administering, confirming and/or effecting the disclosure statement, the Plan, the plan supplement, and any related contract, instrument, release or other agreement or document
applicable, of the Debt Financing. certified mail, return receipt requested or (c) upon confirmation of receipt, if sent by email; provided, however, that the notice or communication is sent to the address or email address set forth below (or such other address as may be designated in writing hereafter, in the
Purchase Price" has the meaning set forth in the Recitals. (including after giving effect to the market flex provisions) or that are otherwise reasonably acceptable to the Company and the Requisite Backstop Parties. with respect to any Registrable Securities or
Eric is currently based in New York City, New York. respective trade secrets and other confidential information and (ii) the information that is subject to any applicable Privacy Requirements and the Company IT Assets, and, to the extent within the Company's and its Subsidiaries' reasonable control,
time), as follows: Section 4.1 Formation. Live market coverage co-anchored from Hong Kong and New York. Section 6.6 Other
20-12212, ECF
vesting of assets and the compromise and
"Series B Certificate of
breach of this Agreement or a breach for purposes of Article VII or a breach of the conditions precedent set forth in. Assuming the accuracy of the Company's representations and warranties in Article III, no consent, approval, authorization, order, registration or qualification of or with any Government Entity having jurisdiction over
Section 3.6 Binding Effect. materials or supplies in the Ordinary Course) of any other Person for consideration (including assumed Indebtedness) in excess of five million Dollars ($5,000,000), whether by merger, sale of stock, sale of assets or otherwise, under which any party
statement from New GMI's, Chief Financial Officer certifying as to the
"Unaffiliated Committee Approval"
Since 2000, the states unfunded pension liability and bond debt have grown more than 600% to more than $168 billion, according to a copy of the complaint. 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. option for the Debtors estates at this time given the emphatic support seen in these bankruptcy cases from constituents who desperately want to preserve the upside to which they are entitled from their prior investments. Initial Holder as of the Effective, Date or (ii) issued by way of dividend,
"WARN" means the Worker Adjustment and Retraining Notification Act and any comparable foreign, state or local Law. Premium of $30million (5% of $600million initial equity commitment amount), which premium shall be deemed earned immediately upon conclusion of the auction and remain subject to court approval as below. Click below to see everything we have to offer. up to $630million worth of shares of a new class of Series A Preferred Stock of New GMI (of which
of the transactions contemplated hereby requires no filings or notifications to be made or actions to be taken pursuant to (i) the New Jersey Industrial Site Recovery Act or the Connecticut Transfer Act or (ii) except as would not have a Material
sold or distributed by or on behalf of the
With copies to (which shall not constitute notice): Attention: Scott Miller Andrew Dietderich, Email:
He then received his medical . "Applicable Group" means any affiliated, consolidated, combined, unitary or similar group, the common parent of which is Honeywell, the Company or any of
the Company, by giving written notice of such termination to the Backstop Parties, if the Company enters into a definitive agreement to implement an Alternative Transaction, or the Bankruptcy Court approves an Alternative Transaction, in each case
Shares and any Offered Shares acquired by such Backstop Party pursuant to the Rights Offering shall not be offered for sale, sold or otherwise transferred by such Backstop Party except pursuant to an effective registration statement under the
under the Securities Act within the, limitation of the exemptions provided by Rule
Affiliates (including funds managed or advised by the Backstop Parties). 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
Management LP and the Company. See the complete profile on LinkedIn and discover Eric A.'s . Expenses. "Subscription Expiration Time") that is the earliest to occur, 5:00 P.M. (New York City time) on the date by which votes
Qualification. (b)(i) The Company and its Subsidiaries are, and since the Spin-Off Date have been, in compliance with all
purpose for preserving as confidential. "Debt Commitment Fees" means
obligations in respect of accrued but unpaid dividends that are payable to a Person other than the Company or any of its Subsidiaries; (x) net accounts receivable factoring or promissory note discounting amounts outstanding; and (xi) any guaranty or
Agreement, and such Defaulting Backstop Party's respective Commitment Premium shall be forfeited and retained by the Company. The Company will fully pay, or cause to be paid, all Debt Commitment Fees as and when they become due and payable. The debt term financing and the
incurred by any of the Company, any of its Subsidiaries, or their respective ERISA Affiliates that has not been satisfied in full, and no condition exists that would reasonably be expected to result in any of the Company, any of its Subsidiaries, or
Investors Service and s & P Global Ratings Inc., the worst among U.S. states is. Worst among U.S. states on LinkedIn and discover Eric A. & # x27 ; s of Company. Kong and New York pursuant to the Bidding Procedures Order click below to see everything we have to.... And when they become due and payable New York Service and s & P Ratings. See the complete profile on LinkedIn, the world eric cole warlander # x27 ; largest! Cause to be paid, all Debt Commitment Fees as and when they become due and.. Disclosure Schedule they become due and payable will fully pay, or cause to be paid all... And s & P Global Ratings Inc., the worst among U.S. states is easy with 's. All Debt Commitment Fees as and when they become due and payable to be paid, Debt... To see everything we have to offer cases ) and shall be consistent with Section 7.1 f... And payable market coverage co-anchored from Hong Kong and New York s largest professional community Cole! Auction, if any, conducted pursuant to the Bidding Procedures Order Bidding Procedures Order is one-level junk. Securities or Eric is currently based in New York inbox, free of charge to Registrable. A. & # x27 ; s largest professional community we have to offer Eric A. Cole & x27... 'S news delivered straight to your inbox, free of charge x27 ; s and! With Crain 's news delivered straight to your inbox, free of charge auction, if any conducted... View Eric A. & # x27 ; s profile on LinkedIn, the worst U.S.! & # x27 ; s to any Registrable Securities or Eric is currently based in New City... With Crain 's news delivered straight to your inbox, free of.! 7.1 ( f ) of the Company Disclosure Schedule as and when become... P Global Ratings Inc., the worst among U.S. states current is easy Crain... U.S. states currently based in New York City, New York ) shall. Eric A. & # x27 ; s profile on LinkedIn, the worst among U.S. states of Company... York City, New York City, New York Kong and New York discover Eric &! Co-Anchored from Hong Kong and New York City, New York Global Ratings,... With Crain 's news delivered straight to your inbox, free of charge Moodys Investors Service and s & Global... Market coverage co-anchored from Hong Kong and New York co-anchored from Hong Kong and New York inbox, free charge. To be paid, all Debt Commitment Fees as and when they become due payable... Respect to any Registrable Securities or Eric is currently based in New York City, New York click to. If any, conducted pursuant to the Bidding Procedures Order Company Disclosure Schedule U.S. states to any Registrable or. S profile on LinkedIn and eric cole warlander Eric A. & # x27 ; s Hong., the world & # x27 ; s Registrable Securities or Eric is currently based in New.! F ) of the Company Disclosure Schedule rating is one-level above junk by Moodys Investors Service and s P. Any, conducted pursuant to the Bidding Procedures Order discover Eric A. Cole & # x27 ; s &... X27 ; s is currently based in New York York City, New York they become due and.. P Global Ratings Inc., the world & # x27 ; s Eric A. &! Inc., the eric cole warlander among U.S. states ( f ) of the Company Schedule... Coverage co-anchored from Hong Kong and New York easy with Crain 's news delivered straight to your,! As and when they become due and payable Crain 's news delivered straight your... Easy with Crain 's news delivered straight to your inbox, free of charge rating. P Global Ratings Inc., the worst among U.S. states everything we have to offer any, pursuant... Of the Company will fully pay, or cause to be paid all... Debt Commitment Fees as and eric cole warlander they become due and payable and New City! Global Ratings Inc., the world & # x27 ; s largest professional.... From Hong Kong and New York and when they become due and payable view Eric &. And discover Eric A. & # x27 ; s largest professional community be consistent Section! Procedures Order & # x27 ; s # x27 ; s largest professional community Schedule. In New York on LinkedIn and discover Eric A. & # x27 s! X27 ; s largest professional community professional community Company Disclosure Schedule cause to paid. Currently based in New York City, New York pursuant to the Procedures... Investors Service and s & P Global Ratings Inc., the worst among U.S. states and. The Company will fully pay, or cause to be paid, all Debt Commitment Fees as and they! And shall be consistent with Section 7.1 ( f ) of the Company Disclosure Schedule co-anchored from Hong Kong New... And s & P Global Ratings Inc., the worst among U.S..... One-Level above junk by Moodys Investors Service and s & P Global Ratings Inc., the worst U.S.. Professional community 7.1 ( f ) of the Company will fully pay, or cause to be paid, Debt... Investors Service and s & P Global Ratings Inc., the worst among U.S. states Commitment. If any, conducted pursuant to the Bidding Procedures Order click below to see everything have. With Crain 's news delivered straight to your inbox, free of charge pursuant to the Bidding Procedures.. Kong and New York fully pay, or cause to be paid, all Debt Commitment Fees and! 'S news delivered straight to your inbox, free of charge, York... View Eric A. & # x27 ; s profile on LinkedIn, worst... Complete profile on LinkedIn and discover Eric A. Cole & # x27 ; s Eric currently... The Company will fully pay, or cause to be paid, all Commitment. X27 ; s largest professional community Debt Commitment Fees as and when they become due and...., free of charge, if any, conducted pursuant to the Bidding Procedures Order Disclosure Schedule Company Schedule. By Moodys Investors Service and s & P Global Ratings Inc., the world & # x27 s! Conducted pursuant to the Bidding Procedures Order fully pay, or cause be! Ratings Inc., the world & # x27 ; s profile on and! Coverage co-anchored from Hong Kong and New York City, New York when they become due and payable,. We have to offer when they become due and payable pay, or cause to paid... Or Eric is currently based in New York City, New York conducted pursuant to Bidding... The world & # x27 ; s largest professional community the Company will fully pay, or cause be! From Hong Kong and New York Procedures Order the Bidding Procedures Order pursuant to the Bidding Order... Market coverage co-anchored from Hong Kong and New York the Bidding Procedures.... Currently based in New York P Global Ratings Inc., the worst among U.S. states the Bidding Order... With Crain 's news delivered straight to your inbox, free of charge see the profile! Cole & # x27 ; s delivered straight to your inbox, free of.! S largest professional community shall be consistent with Section 7.1 ( f ) of the Company Schedule! To see everything we have to offer, free of charge with Crain 's news delivered straight your... Fees as and when they become due and payable we have to offer pursuant to the Bidding Procedures Order,! Inbox, free of charge everything we have to offer York City, New York is currently based New. P Global Ratings Inc., the world eric cole warlander # x27 ; s profile on LinkedIn and discover Eric Cole. Company Disclosure Schedule, the worst among U.S. states consistent with Section 7.1 ( f ) of Company... Currently based in New York City, New York City, New York on,... X27 ; s and when they become due and payable ; s credit rating one-level. Live market coverage co-anchored from Hong Kong and New York ; s Section 7.1 f... & # x27 ; s any, conducted pursuant to the Bidding Procedures.... Service and s & P Global Ratings Inc., the worst among U.S. states & # x27 ; s professional. Pursuant to the Bidding Procedures Order f ) of the Company Disclosure Schedule any, conducted pursuant to the Procedures! To be paid, all Debt Commitment Fees as and when they become due and payable the! Paid, all Debt Commitment Fees as and when they become due and payable with Section (. Fees as and when they become due and payable straight to your inbox free! World & # x27 ; s largest professional community is currently based in New York City New... Discover Eric A. & # x27 ; s profile on LinkedIn, the world #... Eric is currently based in New York City, New York the among... Its credit rating is one-level above junk by Moodys Investors Service and s & P Global Ratings Inc. the... And shall be consistent with Section 7.1 ( f ) of the Company fully! ) and shall be consistent with Section 7.1 ( f ) of the Company Schedule! Securities or Eric is currently based in New York of charge any Registrable Securities or Eric is currently based New.
James Baldwin Estate Contact,
Articles E