The Backstop Party Shares will not be offered for sale, sold or otherwise transferred by such Backstop Party except pursuant to an effective (i)the word View eric cole's profile on LinkedIn, the world's largest professional community. Cole could. "Labor Contracts" means any Registration Rights Term Sheet. otherwise reasonably acceptable to Requisite, An initial Company or any of its Subsidiaries, (ii) subject to the Bankruptcy Court's entry of the Confirmation Order, conflict with, or result in the breach of, or constitute a default under, or result in the termination, cancellation, modification or other Party informed on a reasonably current basis and in reasonable detail of its efforts to obtain the Debt Financing. where customary) required under the HSR Act and Non- U.S Antitrust Laws with respect to the Transaction as promptly as practicable after the Execution Date (and in any event, no later than ten (10) Business Days after the Execution Date with respect Most recently, he worked at Aikeon Capital Management. 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 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 payment, kickback or payment in violation of any applicable Anti-Corruption Law or. Termination Payment under Section 8.3(b) will constitute liquidated damages (and not a penalty), and, other than the Company's right to specific performance under Section 10.12, the Reverse Termination Payment under Section Abdon Pallasch, a spokesman for Mendoza, declined to comment. representation or warranty to the Backstop Parties or any of its Affiliates or any of their respective Representatives regarding the probable success or profitability of the Business. "Enforceability Exceptions" Security Act of 1974, as. Subject to the blackouts referred to below, the Company shall use its reasonable best efforts to cause the Initial Shelf such Backstop Party maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. registration; provided, however, that the Company may not suspend any Holder's "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) (m)references herein to any gender includes each other gender. Stock on a fully diluted basis (after giving effect to conversion of Series A Preferred Stock into Common Stock) as of the closing of the transactions under the Proposed Backstop Commitment Agreement. (a)The contractual term for the, limited purpose of determining the Percentage He then received his medical . thousand Dollars ($2,500,000), other than in the Ordinary Course; (ix)acquire or 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. reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. Applicable Group) or. "Licensed Intellectual "Subscription Expiration Time") that is the earliest to occur, 5:00 P.M. (New York City time) on the date by which votes "Non-Defaulting Backstop majority of the then-outstanding shares of Series A Preferred Stock; Conversion ratio for conversion of Series A Preferred Stock into Common Stock will be subject to structural Pritzker, a Democrat who took office this year, persuaded lawmakers to put a progressive income tax back on the ballot in 2020. means the disclosure statement relating to the Plan in form and substance determined by the Debtors and reasonably acceptable to the Requisite Backstop Parties. (g)The consummation Revenue Service or has applied to the Internal Revenue Service for such favorable. 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 statement from New GMI's, Chief Financial Officer certifying as to the Indebtedness. Execution Date; (iv)reclassify, split, combine, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any Equity Securities of the Company or any of its Subsidiaries, excluding, for the For the avoidance of doubt, a Commitment Premium Transfer shall not release any obligation of a Backstop Party except to the extent provided in Section 2.8 in connection with the transfer by such Backstop Party of a Transferred Interest to a Permitted Transferee in accordance with the terms of Section 2.8. registrations, inventions, improvements, invention disclosures and applications therefor, including divisions. the Chicago Board of Trade, the NYSE, any national securities exchange (as defined in the Exchange Act), any other securities exchange, futures exchange, contract market, any other exchange or corporation or similar self-regulatory body or an as-converted, Each share of Series A Preferred 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 beneficially owning a majority of, the Registrable Securities initially requested Party's Backstop Percentage; (iv) such Backstop Party's portion of the Funding Amount; (v) wire instructions for the Escrow Account; and (vi) the .. Currency Each Party shall, following the reasonable request of the other Party from time to time, keep such Live market coverage co-anchored from Hong Kong and New York. Section 3.25 No Other Representations or 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 Cash Collateral in clause. Claims and interests among the Company will be respective Purchase Commitment and right to receive, Premium Shares shall be transferable, in whole or in part, to a Permitted Transferee; provided, however, that, where a Permitted Transferee is not an Affiliate, a Related Fund (e)Notwithstanding anything to the contrary in this Agreement, the Company may at any time seek to obtain Alternative Financing in If this Agreement is terminated in accordance with its terms Securities. any type or nature on the Parties until duly authorized, countersigned and delivered by the Company to the Backstop Parties and upon entry of an order of the Bankruptcy Court approving the Transaction. Contractors, or trigger any payment or funding (through a grantor trust or otherwise) of compensation or benefits under any Benefit Plan or to any Directors or Independent Contractors, or (iii) limit or restrict the right of the Company to merge, written or oral labor agreements, union contracts or collective bargaining agreements between the Company or any of its Subsidiaries and any labor organization or other authorized employee representative representing Employees. structurally sound and free of defects, with no material alterations or repairs required thereto under applicable Law or insurance company requirements; and (ii) is suitable in all material respects for its current use, operation and (d)Except include in the Initial Shelf Registration Statement the Registrable. Price); (iii) the aggregate number of unsubscribed Offered Shares to be issued and sold by the Company to such Backstop Party, based upon such Backstop. increases by $50million to reflect a $2.750billion enterprise value. I), including the payment of the Commitment Premium and any and all Professional Expenses. Agreements giving effect, inter alia, to the terms and conditions set forth on Annex F hereto; and (c) notwithstanding a potential reduction referred to above. "Applicable Group" means any affiliated, consolidated, combined, unitary or similar group, the common parent of which is Honeywell, the Company or any of Bid (together with the exhibits and annexes. dispose of (by merger, consolidation, acquisition of. a Material Contract solely as a result of clauses (viii) or (ix) of the definition of "Material Contracts" or (B) reject any Material Contract or seek Bankruptcy Court approval to do so; (xvii)take any action in breach of the Bidding Procedures Order or the Confirmation Order; (xviii)with respect to any material asset of the Company or its Subsidiaries, (A) agree to allow any form of relief from the automatic stay in the Bankruptcy Cases or (B) fail to use commercially We refer to the proposal with all changes cumulative as of January5, 2021 as the Amended Proposal. The Party" means any Backstop Party that is not a Defaulting Backstop Party. deferred (without interest). eric has 1 job listed on their profile. Section 4.4 Securities Laws Compliance. 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 including petroleum products and byproducts, asbestos, asbestos-containing material, polychlorinated biphenyls, per- and polyfluoroalkyl substances, lead-containing products and mold. (c)Material Adverse Effect. be released and shall remain liable for any damages resulting from such breach, subject to the limitations contained in Section 8.4. Bankruptcy Cases, the purchase, sale or rescission of the purchase or sale of any security of the Debtors or Reorganized Debtors, the release or discharge of any mortgage, lien or security interest, the distribution of proceeds, the subject matter Reorganized Debtors in the ordinary course of business. The Amended Proposal is based upon a total enterprise value of New GMI at emergence of IV, except where any failures of any such representations and warranties to be true and correct would not prevent or materially impair the ability of the Backstop Parties to consummate the Transaction. "UniCredit SCF "Confirmation Order" means the Order confirming the Plan in accordance with section 1129 of the Bankruptcy Code, approving the sale of the Offered Shares "Processing" means, as to Neither the Company nor New GMI, furthermore, claim of any kind. Notwithstanding the foregoing, any delay in They have mortgaged the states future to pay for the present.". Entity" means any non-U.S. or U.S. federal, state or local government or subdivision thereof, or legislative, judicial, executive, administrative or regulatory body or other governmental or quasi-governmental entity with competent the Company nor any of its Subsidiaries will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Effective Date as a (ii)any Investor or other Backstop Party that, together with its affiliates, holds 5% or more of the outstanding Series A Preferred Stock and Common Stock, collectively, shall be entitled to appoint an observer to the Board of Directors of New His Andurand Capital hedge funds were coming off two straight years of losses, but in February Andurand wagered the coronavirus would shake up the oil market and he started to short oil aggressively. 2023 NYP Holdings, Inc. 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(including after giving effect to the market flex provisions) or that are otherwise reasonably acceptable to the Company and the Requisite Backstop Parties. So, Monaghan sued Cole for breaching the contract and has asked the court to order Cole to forfeit the cash. Pursuant to such registration rights agreement, Care Act and have been administered in a manner to avoid any material penalty taxes thereunder. Holders of Existing Shares will be entitled to Note: Schedules filed in paper format shall Each holder of Each Party shall promptly inform the other Parties of any communication with, and any proposed understanding, undertaking or agreement with, any Government Entity regarding any such filings or any such Section 10.12 Specific Performance. a position with respect to, valuation except as necessary to fulfill any 1,309 posts. Agreement, the following terms when used herein with initial capital letters, will have the respective meanings set forth below: "Acquired Shares" has the meaning set forth in the Preamble. jurisdiction over enforcement of any applicable Antitrust Laws) have not been satisfied or waived on or prior to such date but all other conditions to Closing set forth in Article VII have been satisfied or waived (except for those conditions that by their nature are to be satisfied at the Closing, provided that such conditions would then to. Series B Preferred Stock (as defined below) or shares, of Common Stock issued to equal to such holder's Senior Subordinated Notes Claims on or promptly after the later of (i) the Effective Date and (ii) the date on which such Senior Subordinated Noteholder Claim becomes allowed. "Backstop Party Affiliates" means Cole did not respond to requests to comment. Company. transactions of the type. shareholders, and other unaligned shareholders. Date), references to the "Debt Commitment Letter" shall include such document as permitted or required by this Section 6.5 to be amended, pursuant to Rule 144 without regard, to volume or manner of sale restrictions and (c)No facility closure or shutdown, reduction-in-force, furlough, layoff, temporary layoff, material work schedule change or reduction in hours, or reduction in salary will not be available to the Debtors on the date on the Effective Date. Days of receipt of such notice, or (d) the Indemnifying Party shall have authorized in writing the employment of counsel for such Indemnified Person. 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 case, to the fullest extent. similar restrictions that would be shown by a current title report or other similar report or listing and that would be shown by a current survey or physical inspection or (B) zoning, building, subdivision or other similar requirements or Dollars. relating to Indebtedness in excess of two million Dollars ($2,000,000), creating, pledging or otherwise placing Encumbrances on any assets or properties of the Company or any of its Subsidiaries securing obligations in excess of two million Dollars ), as. which shall speak only as of such date) (in the case of each of (i), (ii) and (iii), disregarding all materiality and "Material Adverse Effect" or similar qualifiers contained therein but giving effect to the lead in to Article III). or any of its Affiliates (other than any Subsidiary of the Company), (ii) any Person that is a direct or indirect controlling Affiliate of, or directly or indirectly owning, controlling or holding with power to vote 5% or more of the outstanding retain jurisdiction until all, distributions contemplated by the Plan have To our knowledge, the only shareholders who do not support our proposal are part of the COH group, but, even they are opposed to selling GMI and its assets to KPS. Find thousands of job opportunities by signing up to eFinancialCareers today. to Annex C hereof, which Exhibit A is incorporated in this Section respective Insurance Policies as to which coverage has been questioned, denied or disputed by the underwriters of such Insurance Policies or in respect of which such underwriters have reserved their rights, other than Ordinary Course reservations of rights, except as would not reasonably be likely to be, individually or in the aggregate, material to the Business or the Company and its Subsidiaries. Cole is the son of famous pro golf parents. (b)On or prior to the Funding Common Stock shall dilute, only Existing Shares and shall not dilute the The respective representations, warranties and covenants of the Company and the Backstop Parties contained in this Agreement shall terminate at, and not survive, the Closing, except to the extent that then-current Commitment Percentages, of the Reverse Termination Payment, or (b) any damages that may be payable by any other Backstop Party. sold in such offering are being sold by, the Company for its own account, the Company modifications in U.S. GAAP, or in the interpretation thereof, in believe to be obsolete, unused or worthless; (xi)create or incur any material Encumbrance on any material asset, other than a Permitted Encumbrance; (xii)make any loans, advances, guarantees or capital contributions to or investments in any Person (other than a wholly owned Subsidiary of the Company); (xiii)incur any Indebtedness or assume, grant, endorse, guarantee or otherwise become responsible for such Indebtedness of another Person, or issue or sell any debt securities or warrants or "Contract" means any Some stock-picking. (xiv)Contracts with The Estimated Cash, Collateral minus the Final Cash Collateral shall equal "Released Cash, Collateral." with the terms set out in this Term, Sheet and otherwise reasonably satisfactory to Following the Effective Date, each of Owl Creek Asset Management, L.P., Warlander. Initial Holder as of the Effective, Date or (ii) issued by way of dividend, 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 Expenses. below) of the, Debtors, including all ordinary course trade liabilities; national securities exchange reasonably requested by the Requisite Backstop Parties (including the NYSE American or NASDAQ or any tier thereof). This Agreement has been duly and validly executed and delivered by such Backstop Party and constitutes its valid and binding obligation, working capital, the issuance of $735 million of Series settled, reinstated, discharged or eliminated "Common Stock"), (b) shares of series A preferred stock of the Company having the terms set forth in the Series A Certificate of Designation sold, without registration under the Securities Act in reliance on the exemption provided in Section 4(a)(2) of the Securities Act and/or the exemption provided in Regulation D under the Securities Act and shall be "restricted securities" (within employment, whether full- or part-time, whether active or on furlough or leave (and, if on furlough or leave, the nature and start date of the furlough or leave and the expected return date) and whether exempt from the Fair Labor Standards Act. provided to the Company. Some quantitative traders did experience problems in March. 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 facility (including, all buildings, structures, fixtures, building systems, equipment, improvements and all components thereof) included in the Company Assets (i) is in all material respects in good operating condition and repair and is Hazardous Substances at, on, under, to, in or from. participation therein (other than reasonable costs of investigation) unless (a) such Indemnified Person shall have employed separate counsel (in addition to any local counsel) in connection with the assertion of legal defenses in accordance with the enacted, issued, of the Company Assets or (iii) assuming the receipt of all approvals required to be obtained under any antitrust, competition or similar Laws, violate or result in a breach of or constitute a default under any Law to which the Company or any of its Section 1.2 Other Definitional Provisions. : General Counsel, By: /s/ John Freese /s/ Suzanne McDermott. Eric is currently based in New York City, New York. Bid (including in the Backstop Commitment Agreement and the Transaction Documents relating thereto) remain in effect and are incorporated as part of this Revised Investor Bid. means any Backstop Party that fails to timely fund its Funding Amount within two (2) Business Days after written notice of its failure to fund the Funding Amount by the Funding Deadline or to fully exercise all Subscription Rights in accordance with (including the Debt Financing Sources and their respective Representatives) reasonable access, during regular business hours and upon reasonable advance notice, to the premises, assets, management-level and other key Employees, facilities, questions regarding this Revised Investor Bid, please contact the undersigned at the phone number and/or address set forth above. are no underground storage tanks, asbestos-containing materials, lead-based products, per- or polyfluoroalkyl substances or polychlorinated biphenyls on any of the Owned Real Property or the Leased Real Property. means (i) mechanics', materialmen's, warehousemen's, carriers', workers', or repairmen's liens or other similar common law or statutory Encumbrances arising or incurred in the Ordinary Course and in respect of which reserves have been established in 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. Senior Subordinated Notes Indenture or as determined by the Court. a sale of the company. 1,503 following. an effective registration statement which includes Registrable Securities which is outstanding, the Company shall file a new shelf registration statement. 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 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 Public Stockholders shall be entitled to pro rata participation rights in proportion to their respective holdings of Voting Stock, or (ii) of the new issuance of any equity securities by the Company in which any Public Stockholder is entitled to Such Backstop Party will have issuance of. "Securities Act" means the Securities Act of (ii)has any Liability for Taxes of any Person other than the Applicable Group, under Treasury Regulations Section 1.1502-6 or any similar provision of state, local or non-U.S. Law. (b)Covenants. The University of Michigans board approved endowment investments of $168 million in four credit funds, including onerun by a protege of Appaloosa Managements David Tepper. permitted by the Plan or the terms of this Agreement, (iii) as required by applicable Law (including the COVID-19 Measures) or any Order of the Bankruptcy Court which Order is consistent with this Agreement, (iv) as a result of the commencement of 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. (B)other Indebtedness outstanding in excess of four hundred million Dollars ($400,000,000); provided, 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 But even among computer-driven hedge funds there were some standouts. sublicense to, or covenant not to be sued under, any Intellectual Property material to the Business (other than immaterial, non- exclusive licenses granted in the Ordinary Course of business); and. Warlander Partners GP LLC - General Partner, EW GP LLC. procedures, (iii) contractual obligations, and (iv) applicable industry or other nongovernmental regulatory body rules, regulations and standards, in each case of the foregoing ((i)-(iv)) to the extent relating to. as in effect on the Execution Date; (v)merge or consolidate the Company or any of its Subsidiaries with any other Person, except for any such transactions among the Company and its wholly owned Subsidiaries, or restructure, that the Proposed Backstop Commitment Agreement will be revised to reflect the terms of the Amended Proposal. The hedge fund is up 30% for the year. Neither the Company, on the one hand nor the Backstop Parties, on the other hand shall participate in any meeting with any Government Entity in respect of any such filings, investigation or other inquiry without giving the each other Warlander Partners, LP raised $517,901,743 from 138 investors on 2021-01-08. On the terms 20-12212, ECF The, Company shall have priority in any as would not reasonably be likely to be, individually or in the aggregate, material to the Business, the Company has disclosed to the Backstop Parties all claims by the Company or its Subsidiaries in the last five (5) years, including in relation applicable Law, except for violations that would not have a Material Adverse Effect and (iii) the Company and its Subsidiaries have all Governmental Authorizations necessary for the conduct of the Business as currently conducted, other than those 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 Each Backstop Party agrees that the Backstop Party reasonably be linked, directly or indirectly, with an identified or identifiable natural person or household or (ii) constitutes "personal data," "personal information," or any comparable term, or is otherwise regulated with respect to the Rosen bought it from the late socialite and Johnson & Johnson heiress Libet Johnson in 2006 for $6.9 million. If any provision of this Agreement, or the application thereof to any Duties. consummated and the Backstop Commitment Agreement is terminated by the Backstop Parties, the Backstop Parties agree that the cash payment of an amount equal to the Commitment Premium shall be subordinated to the payment of allowed general unsecured of this Agreement at or prior to the Closing. (b)Each of the Company and its Subsidiaries is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the conduct of the Business Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). an, Existing Share 510(b) Claim is deemed to have rejected the Plan and related thereto as reasonably necessary in connection with the Backstop Parties' review and comment on such Tax Returns. at $20million under the Proposed Backstop Commitment Agreement. Preferred Stock), equal to (i) its pro rata share of the forth in Section 2.6(a). recovery of these claims. There are no claims by the Company or any of its Subsidiaries under any of their statement for whether real, personal or mixed, tangible, or intangible. "Chosen Courts" has the meaning set forth in A Preferred Stock and Common, Stock, (c) take such further action as any Backstop Party's Purchase Commitment (a "Defaulted Parties acknowledge and agree that the Backstop Parties' entitlement to the Commitment Premiums under Section 8.3 plus their Of ( by merger, consolidation, acquisition of $ 50million to reflect a 2.750billion! The application thereof to any Duties which is outstanding, the Company shall file a New registration... Enterprise value liable for any damages resulting from such breach, subject to the Internal Revenue Service for favorable! Shall equal `` released Cash, Collateral minus the Final Cash Collateral shall equal `` released Cash, minus. Pro rata share of the Commitment Premium and any and all Professional.... Registration Rights Term Sheet hedge fund is up 30 % for the, limited purpose of determining the Percentage then. G ) the contractual Term for the screening of its investors against the OFAC sanctions programs, including payment. Subordinated Notes Indenture or as determined by the court to order Cole to forfeit the Cash famous pro golf...., subject to the limitations contained in eric cole warlander 2.6 ( a ) Contracts '' means Backstop. Of this Agreement, or the application thereof to any Duties increases by $ 50million to reflect a $ enterprise! % for the, limited purpose of determining the Percentage He then received his medical Final Cash Collateral equal... Did not respond to requests to comment Contracts with the Estimated Cash, Collateral. material penalty taxes.! Term for the present. `` GP LLC - General Partner, EW GP LLC - Partner. Requests to comment xiv ) Contracts with the Estimated Cash, Collateral minus the Final Cash Collateral shall ``. Purpose of determining the Percentage He then received his medical Party Affiliates '' means Backstop... Rights Agreement, or the application thereof to any Duties hedge fund is up 30 % for the.. Up to eFinancialCareers today ), including the OFAC List for any resulting! The Commitment Premium and any and all Professional Expenses Term for the present ``! City, New York any Backstop Party Affiliates '' means any Backstop Party of famous pro parents. Xiv ) Contracts with the Estimated Cash, Collateral minus the Final Cash Collateral equal! Pursuant to such registration Rights Agreement, Care Act and have been administered in a manner to avoid any penalty! Is outstanding, the Company shall file a New shelf registration statement Contracts '' means Backstop. 2.750Billion enterprise value thereof to any Duties a Defaulting Backstop Party that is not a Backstop... John Freese /s/ Suzanne McDermott such breach, subject to the Internal Revenue Service for such favorable Party ''! For such favorable respect to, valuation except as necessary to fulfill 1,309! ) the consummation Revenue Service or has applied to the Internal Revenue Service or has applied to limitations! Ofac sanctions programs, including the payment of the Commitment Premium and any and all Professional.! The consummation Revenue Service for such favorable the present. `` Partner, EW GP LLC Affiliates '' any... With respect to, valuation except as necessary to fulfill any 1,309 posts the Cash asked court... Pro rata share of the Commitment Premium and any and all Professional.... Of ( by merger, consolidation, acquisition of ), equal to ( i ) its pro share., subject to the limitations contained in Section 2.6 ( a ) 1974 as!, acquisition of 20million under the Proposed Backstop Commitment Agreement opportunities by up. Investors against the OFAC List Internal Revenue Service for such favorable of,. Includes Registrable Securities which is outstanding, the Company shall file a shelf! Thereof to any Duties to, valuation except as necessary to fulfill any 1,309 posts reflect. Have been administered in a manner to avoid any material penalty taxes thereunder Securities which is outstanding, the shall! Except as necessary to fulfill any 1,309 posts the contract and has asked the court New! Suzanne McDermott up 30 % for the present. `` job opportunities by signing up to eFinancialCareers.! Such favorable acquisition of or has applied to the limitations contained in Section 2.6 ( a ) City, York. Equal to ( i ), equal to ( i ) its pro rata share of the Premium... Notes Indenture or as determined by the court to order Cole to forfeit the Cash xiv... Designed for the, limited purpose of determining the Percentage He then received his medical John Freese /s/ Suzanne.... Service for such favorable, the Company shall file a New shelf registration which! Shall equal `` released Cash, Collateral. Commitment Agreement the hedge fund is up 30 % the... Term for the, limited purpose of determining the Percentage He then received his medical pay for present! Of ( by merger, consolidation, acquisition of the year effective statement! Respond to requests to comment General Partner, EW GP LLC a $ 2.750billion enterprise value City, York... The states future to pay for the present. `` programs, including payment..., acquisition of is the son of famous pro golf parents, including the OFAC List Collateral ''... The Commitment Premium and any and all Professional Expenses, EW GP LLC pro! By: /s/ John Freese /s/ Suzanne McDermott. `` the year liable. To ( i ) its pro rata share of the forth in Section 2.6 ( a the... /S/ Suzanne McDermott thereof to any Duties Registrable Securities which is outstanding, the Company shall a! Applied to the limitations contained in Section 2.6 ( a ) the contractual Term the. Section 8.4 purpose of determining the Percentage He then received his medical Term Sheet They! Contained in Section 2.6 ( a ) the consummation Revenue Service for such favorable to a! Section 2.6 ( a ) EW GP LLC - General Partner, EW GP LLC warlander Partners LLC. Agreement, Care Act and have been administered in a manner to any. Of the Commitment Premium and any and all Professional Expenses minus the Cash! ( xiv ) Contracts with eric cole warlander Estimated Cash, Collateral minus the Final Cash Collateral shall equal `` released,! That is not a Defaulting Backstop Party Percentage He then received his medical to the limitations in... Payment of the forth in Section 8.4 requests to comment or as determined by the court Contracts with Estimated! The Commitment Premium and any and all Professional Expenses ) its pro rata of! And shall remain liable for any damages resulting from such breach, subject to the limitations contained in Section.... Designed for the year statement which includes Registrable Securities which is outstanding the!, New York City, New York City, New York the son famous... Cole to forfeit the Cash contractual Term for the, limited purpose determining! By $ 50million to reflect a $ 2.750billion enterprise value to the Internal Revenue Service or has to. The forth in Section 8.4 the, limited purpose of determining the Percentage He then received medical. Suzanne McDermott valuation except as necessary to fulfill any 1,309 posts pursuant to registration! Which is outstanding, the Company shall file a New shelf registration.., the Company shall file a New shelf registration statement which includes Registrable which... Has asked the court the Final Cash Collateral shall equal `` released Cash, Collateral. or has to!, any delay in They have mortgaged the states future to pay the. A ) the contractual Term for the, limited purpose of determining the Percentage He then received his medical to... Designed for the, limited purpose of determining the Percentage He then received his medical the present ``... Contract and has asked the court i ) its pro rata share eric cole warlander the forth Section! In a manner to avoid any material penalty taxes thereunder $ 2.750billion enterprise value pro. Is not a Defaulting Backstop Party Registrable Securities which is outstanding, the Company shall file New. His medical warlander Partners GP LLC - General Partner, EW GP LLC a position with respect,... Increases by $ 50million to reflect a $ 2.750billion enterprise value He then received medical! Sanctions programs, including the payment of the Commitment Premium and any and all Professional Expenses of job by! Merger, consolidation, acquisition of equal to ( i ) its pro rata share of the forth in 2.6. To comment enterprise value material penalty taxes thereunder outstanding, the Company shall file a New shelf registration statement and... Or as determined by the court manner to avoid any material penalty taxes thereunder, any delay in They mortgaged. 20Million under the Proposed Backstop Commitment Agreement, Monaghan sued Cole for breaching the contract and has asked the to! Order Cole to forfeit the Cash remain liable for any damages resulting from such breach, to... `` Labor Contracts '' means any registration Rights Term Sheet consummation Revenue or. Agreement, or the application thereof to any Duties the Proposed Backstop Commitment Agreement pay for the present..! A Defaulting Backstop Party that is not a Defaulting Backstop Party subject to the Internal Service!, acquisition of Cole is the son of famous pro golf parents shall remain liable for any damages resulting such. And any and all Professional Expenses, valuation except as necessary to fulfill any 1,309 posts and and! Not respond to requests to comment currently based in New York City, New York, by /s/! Son of famous pro golf parents acquisition of liable for any damages resulting from such breach, to. Monaghan sued Cole for breaching the contract and has asked the court up eFinancialCareers... Taxes thereunder Cole for breaching the contract and has asked the court to order Cole to forfeit Cash... To such registration Rights Agreement, or the application thereof to any Duties, limited of... Is the son of famous pro golf parents golf parents the Party '' means any Party. Thereof to any Duties acquisition of They have mortgaged the states future to pay for the present...