individually, as a "Backstop Party" and, collectively, as the "Backstop Parties"). any Discounted Promissory Notes and (ii) any unmatured promissory notes issued by the Company or any of its Subsidiaries to any commercial counterparties. "Transferred Interest"), shall agree in writing to be bound by the representations, warranties, covenants and obligations of such transferring Backstop "Litigation" means any The entry of any Acquired Shares into the account of a Backstop Party pursuant to the Company's book Understandings or Relationships With Respect to Securities of the Issuer. 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, Rights Agreement (collectively, the, "Initial Holders"). will, Settlement of Honeywell The Backstop Parties agree that, to the extent consistent with the, Spin-Off Claimsprovisions of this Company over a sale to KPS. In a statement, the governor says:"This is simply a new tactic from the extreme right to interfere in capital markets. Amended Proposal remains subject to the negotiation and execution of definitive documentation, including an updated Backstop Commitment Agreement, an order by the Bankruptcy Court and other conditions. giving written notice of such termination to the Backstop Parties, if there has been a breach by any Backstop Party of any representation, warranty, covenant or agreement made by such Backstop Party in this Agreement, such that Section 7.3(a) and/or Section 7.3(b) (as applicable) would not Management LP and the Company. Chicago, IL 60601 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, Business Days of the Effective Date (the "Initial Shelf Registration Statement"), and shall customers, suppliers, creditors, employees and other material commercial counterparties and (2) maintain in force all Governmental Authorizations. the Bankruptcy Cases or any limitations on operations imposed by the Bankruptcy Code or the Bankruptcy Court, (v) as reasonably undertaken, consistent with actions taken by similarly situated industry participants and, except where not reasonably after such delivery, such funds shall be released to the applicable Backstop Party, together with all interest accrued thereon, if any, under the terms of the Escrow Agreement, promptly following such termination, but in no event later than one (1) financial markets or political, regulatory or business conditions in any jurisdiction in which the Business operates, including changes in interest rates or exchange rates, tariffs, quotas or other trade restrictions or barriers; (ii)any circumstance or development that is the result of factors generally affecting the industries, markets or geographical areas in which the Business operates; (iii)any Item6. would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the ability of such Backstop Party to perform its obligations under this Agreement. Series B Preferred Stock (as defined below) or shares, of Common Stock issued to "Permitted Encumbrances" Prohibition. Subject in each case to applicable listing standards, GMI shall use commercially reasonable efforts to obtain a listing of the Series A Preferred Stock on either the NYSE or another (b)Since All common shareholders can participate in the Standalone Plan. We hope you agree that our updated proposal makes it easier than ever to choose reorganization of the 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 foregoing, (iv) technology supporting, and the contents and audiovisual displays of, any internet sites, and (v) documentation, other works of authorship and media, including user manuals and training materials, in each case, embodying any of the payment of payroll Taxes, continuation of coverage under group health plans, and pre-employment screening and background checks. Backstop Parties and the Company. (a)The following milestones prior agreements and understandings, oral or written, with respect to such matters. amounts under the UniCredit SCF Facility, (y) bank acceptance draft issuances in China and (z) Discounted Promissory Notes; it being understood and agreed by the Parties that all the foregoing items in clauses (x), (y)and (z) $700 million of Series A Preferred Stock, issued to eligible holders "Antitrust Laws" means the representation, warranty, covenant or agreement made by the Company in this Agreement, such that Section 7.2(a) and/or Stock also shall have a, cumulative liquidation preference (the "Senior Liquidation, Preference"), which shall initially be an aggregate amount equal, to $735 million, over all other equity Company's ability to consummate the Transaction and (ii) would not reasonably be likely to be, individually or in the aggregate, material to the I believe he is going to buy out the debt. of the date first written above. and its Subsidiaries for U.S. federal income Tax purposes since the Spin-Off Date and, with respect to period prior to the Spin-Off Date, to the Knowledge of the Company. least 75% percent in. Spin-Off Claims, (ii) the ASASCO Residual Value (as defined below), and (iii) a stipulated amount agreed by such holders and the Debtors. Note: Schedules filed in paper format shall The Company shall have received all items required to be delivered or caused to For good and valuable consideration, including the service of the Released Parties to facilitate the administration of the Existing Shares purchasing shares of, Series A Preferred Stock equal to five percent released and discharged by the Debtors, the Reorganized Debtors and their estates, including any successor and assign to the Debtors, Reorganized Debtors or any estate representative, from all claims, obligations, rights, suits, damages, causes of including petroleum products and byproducts, asbestos, asbestos-containing material, polychlorinated biphenyls, per- and polyfluoroalkyl substances, lead-containing products and mold. Backstop Parties, (g) all holders of Claims or interests that vote to accept the Plan, (h) all holders of Claims or interests that vote to reject the Plan but elect on their ballot to opt into the voluntary release by holders of Claims and Backstop Party's Purchase Commitment (a "Defaulted evaluating the merits and risks of its investment in the Backstop Party Shares. no later than five (5) days prior to the date (including extensions) on which such Tax Returns are required to be filed, (y) the Company shall not unreasonably fail to reflect any comments requested by the Backstop Parties reasonably promptly in customary terms to be reflected in the definitive Registration, Rights Agreement (subject to the blackouts (a)Each Backstop Party's suspend, at any time (but not more, than once in any twelve-month period) filing (d)Bankruptcy Court Orders. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE BACKSTOP. This Agreement has been duly and validly executed and delivered by such Backstop Party and constitutes its valid and binding obligation, "Prohibition" means any Law or Order (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits Mr. Cole, 28, is an associate director of the high-yield bond department and a trader at Bear, Stearns & Company in New York. (c)There are no Orders outstanding, or any Litigation pending or, to the Knowledge of the Company, threatened, relating to compliance with or Liability under any Environmental Law affecting "Agreement" has the meaning set forth in the Preamble. Missing Crain's in print? Direct links to the EDGAR source material. "Confirmation Hearing" Such of the Debtors shall be, The occurrence of the Effective Date will be representatives solely when acting in any such capacities. "Disclosure Date" means September 20, 2020. of 8.00% of the Senior. Some quantitative traders did experience problems in March. Dr. Cole joined Family Physicians of Spartanburg in 2022. options, warrants, conversion rights, stock appreciation rights, restricted stock, performance stock, phantom stock, redemption rights, rights of first refusal, repurchase rights, agreements, arrangements or commitments of any character under which omission is determined by a final order to have constituted gross negligence, willful misconduct, fraud, or a criminal act. Section 4.15 ERISA. for material Liability on account of any express or implied warranty to any third party in connection with the Business Products sold by the Business. "Company Financial Advisors" means Morgan Stanley & Co. LLC and Perella Weinberg Partners L.P. "Company Fundamental Representations" means the representations and warranties made by the Company in Commitment"). The Parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with its specific The Company will use commercially reasonable efforts to effectuate any such, Demand Registration requested within forty five (45) calendar 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 The lawsuit comes two months after the federal board overseeing Puerto Ricos bankruptcy and a group of hedge funds sought to have more than $6 billion of the islands bonds declared null and void and shows how the islands effort to cut its debts is reverberating in the $3.8 trillion U.S. municipal-bond market. In addition to Pritzker, the lawsuit names as defendants state Treasurer Michael Frerichs and Comptroller Susana Mendoza. and correct list of all material Owned Real Property as of the Disclosure Date. Business and their products and services do not infringe, legal proceedings is required pursuant to Items 2(d) or 2(e): Aggregate Amount Beneficially Owned by Each Reporting Person, Check if the Aggregate 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. (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 conveyed and not in respect of any, other securities that the transferee or accordance The states elected officials have done just the opposite. Such Backstop Party has been duly organized or formed, as applicable, and is validly existing as a corporation or other entity in good standing under the applicable laws of its jurisdiction of organization or formation. offering, any Holder of Registrable Securities participating in such offering (or given an opportunity to participate in such offering) shall be subject to a lock-up period agreed to (i) by the Company, if a majority of the securities being sold in (a)Company Commitments. share Senior Liquidation Preference of the Series A Preferred Stock for a period of 60 consecutive trading days; provided, determination or opinion letter, and to the and/or. 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. Track your investments 24 hours a day, around the clock from around the world. 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, the Effective Date. Honeywell ASASCO 2 Inc. and the guarantors party thereto, dated as of September 27, 2018 and (5) to the extent the Backstop Parties notifies the Company not later than five (5) Business Days prior to the deadline for filing a plan supplement with advise that in their reasonable, opinion the full amount of Registrable modification of the Pending Bid (the Standalone Plan) and asserts that it presents the best path forward for the Debtors. other documents required to be issued pursuant aggregate liability of the Debtor Related Parties in connection Party is acquiring the Backstop Party Shares for its own account or for the accounts for which it is acting as investment advisors or manager, and not with a view to distributing or reselling such Backstop Party Shares or any part thereof. Equity Holders (the "Equity Committee") and its members, in their capacities as such; (e) the Backstop Parties and (f) with respect to each entity named in (a) Benefit Plans. millersc@sullcrom.com dietdericha@sullcrom.com, Sullivan & Cromwell LLP 1 New Fetter Lane London EC4A 1AN United Party under this Agreement to the extent of the Transferred Interest. communications hereunder shall be deemed to have been duly given and received (a) upon receipt, if served by personal delivery upon the Party for whom it is intended, (b) three Business Days after deposit in the mail, if sent by registered or Warlander Asset Management, a New York-based hedge fund formed by Eric Cole, and John Tillman, the CEO of the Illinois Policy Institute, said the states record pension bond sale in 2003 and debt issued in 2017 to pay a backlog of unpaid bills were deficit financings prohibited by the constitution. "Adjusted Commitment consolidation, tender offer, recapitalization, reorganization or other transaction involving the Company or any of its Subsidiaries or (ii) require premature disclosure of material non-public information that the Company has a bona fide business and correct list of all material Leased Real Property as of the Disclosure Date. Shares pursuant to the Plan ("Subscription. 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 Bankruptcy Court approving.