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
of the Debtors to pay the Backstop Parties a portion of the Aggregate Commitment Premium, in an amount equal to twenty eight million Dollars ($28,000,000), (b) the obligation of the Debtors to pay the Backstop Parties a portion of the Professional
failure or delay on the part of any Party hereto in exercising any right, power or privilege pursuant to this Agreement will operate as a waiver thereof, nor will any waiver on the part of any Party hereto of any right, power or privilege pursuant
material to the Business or the Company and its Subsidiaries. "Set-, Up Equity Value" section above). 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. Notwithstanding the
"Encumbrance" means any lien, pledge, charge, claim, encumbrance, license, security interest, option, mortgage, easement, or other restriction or adverse
Effectiveness. (b)As of the Effective Date, there will be no outstanding (i) capital stock or other equity interests in the Company other than the
effectiveness of any obligation of the Company shall not affect the rights of the Backstop Parties to terminate their obligations hereunder as and when contemplated in this Agreement. Agreement5) shall have, been executed and remain in full force and
the signatures pages hereto, with a copy to (which shall not constitute notice): Attention: Brian S. Rosen James P. Gerkis, Email: brosen@proskauer.com jgerkis@proskauer.com. "Indemnifying Party" has the meaning set forth
(d)As of the Execution Date, except as would not be material, (i) all contributions, premiums and payments that are due pursuant to the terms of any Benefit Plan have been made
Billionaire Israel Englanders Millennium Management and billionaire Steve Cohens Point72 Asset Management are both about flat for 2020. "Business Products" means
Indemnified Claims with counsel reasonably acceptable to the Indemnified Person, the Indemnifying Party shall not be liable to such Indemnified Person for expenses incurred by such Indemnified Person in connection with the defense thereof or
Holders of Honeywell Spin-Off Claims are
Billionaire Larry Robbins flagship Glenview Capital hedge fund fell by 30.47% in the first three months of 2020. Custodian. the Spin-Off Date and, with respect to periods prior to the Spin-Off Date, to the Knowledge of the Company, neither the Company nor any of its Subsidiaries is, or has been, party to or the beneficiary of any material Tax exemption, Tax
Markets never sleep, and neither does Bloomberg. Course; (xiii)all Contracts
Employees, Directors or Independent Contractor to any payment or benefit, including any bonus, retention, severance pay or benefits or any increase in the amount of any bonus, severance pay or benefits payable or provided under any Benefit Plan
thereof (including breakage costs)); provided that termination value of each such arrangement shall be measured individually, and in no event shall any such arrangement be ascribed a positive termination value; (iii) all liabilities for the deferred
Management, LP 250 West 55th Street, 33rd fl. Parties shall use their respective reasonable best efforts to cooperate with each other to arrange and obtain the Debt Financing on terms and conditions not less favorable to the Company than those described in the Debt Commitment Letter as promptly
"Sanctions" means, collectively, the sanctions administered or enforced by the United States Government (including the U.S. Department of the Treasury's
(as applicable) would not be satisfied (for this purpose, disregarding any cure periods contained therein); (e)by the Requisite Backstop Parties, by giving written notice of such termination to the Company, if there has been a breach of any
condition for any period, whether such projections, forecasts, estimates or predictions were made by the Company or any of its Affiliates or by independent third parties (provided, however, that the underlying cause of such failure to meet such projections,
The Plan will provide for other standard and
Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall prevent any Debtor from taking or refraining to take any action (including terminating this Agreement pursuant to the terms set forth in Article VIII) to the extent the Board of Directors of such Debtor determines in good faith, based upon the advice of outside counsel, that taking or refraining to take such
Subject to the Bankruptcy Court's entry of the Confirmation Order, this Agreement, when executed and delivered by the Backstop Parties, constitutes a valid
"Alternative Transaction" means any sale, disposition, new-money investment, restructuring, reorganization, merger, amalgamation, acquisition
Pierre Andurand is an oil trader known for making big bets. Warranties. references herein and the table of contents hereof are for convenience purposes only, and shall not be deemed to limit or affect any of the provisions hereof. Subsidiaries entered into in the Ordinary Course that is a customary commercial agreement the primary subject matter of which is not Taxes). 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. (b)Non-U.S. initial liquidation preference of Series A Preferred, Stock issued to holders of
From the Execution Date, there shall not have occurred and be continuing as of the Effective Date any Material Adverse
Section 10.1
Company, are, as applicable, valid, subsisting and enforceable, and are not subject to any outstanding Order adversely affecting any of the Company's or its Subsidiaries' use thereof and. participants, subsidiaries, managed accounts or funds, partners, limited partners, general partners, principals, fund advisors, attorneys, financial advisors, restructuring advisors, investment bankers, accountants and other professionals or
"Privacy
agreement granting demand and piggy-back registration rights to the Investors and any holder of existing shares of Common Stock that purchases shares of Series A Preferred Stock equal to five percent (5%) or more of the outstanding shares of Common
In the event (i) of the new issuance of any equity securities by the Company in which any Backstop Party Affiliate is entitled to purchase or otherwise receive such equity securities, the
The debt term financing and the
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
"Common Stock"), (b) shares of series A preferred stock of the Company having the terms set forth in the Series A Certificate of Designation
promulgated, enforced or entered by a Government Entity or Self-Regulatory Organization. The Equity Committee (as defined in the Term Sheet) may continue to solicit a financing package in
Further 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.,
(f)Neither the execution of this Agreement, nor the consummation of the Transaction (either alone or together with any other event) will (i) entitle any current or former
as may be designated by the Company. to this Agreement, nor will any single or partial exercise of any right, power or privilege pursuant to this Agreement, preclude any other or further exercise thereof or the exercise of any other right, power or privilege pursuant to this Agreement. Backstop Parties may pursue both a grant of specific performance in accordance with this Agreement and the payment of the Commitment Premiums and the Professional Expenses pursuant to Section 8.3, under no circumstance shall the Backstop Parties or any of their Affiliates be permitted or entitled to receive both a grant of specific performance and any
Cole, 45, a protg of hedge fund billionaire David Tepper, runs Warlander Asset Management, a $1 billion credit-focused hedge fund launched in 2015. WARRANTIES OF THE COMPANY. Overnight on Wall Street is daytime in Asia. method of distribution, and a proposed, offering price range acceptable to the Holders
and have no effect, and no Party shall have any Liability to any other Party or their respective Affiliates, or their respective directors, officers or employees, except for the obligations of the Parties in this Section 8.2, Section 8.3 and
All Transfer Taxes shall (to the extent not subject to an exemption under the
determination, advisory or opinion letter from the Internal Revenue Service for such U.S. requested thereby, such records as required by applicable law, provided that such Backstop Party is permitted to do so under applicable law. predictive, or forward-looking in nature). provides the Company and the non-transferring Backstop Parties with evidence reasonably satisfactory to the Company that such transferee is reasonably capable of fulfilling the obligations of such transferring Backstop Party, including such
commencement thereof, the Indemnifying Party will be entitled to
"Taxes" means (i) all federal, state or local and all foreign taxes, including income, gross receipts, windfall profits, value added, property, production,
Contractors retained in the Business as of the Disclosure Date, identifying as to each Employee a job title, years of service, amount or rate of compensation, most recent annual bonus received and current annual bonus opportunity, location of
"Governmental Authorizations" means all licenses, permits, certificates and other authorizations and approvals issued by or obtained from a Government
Efforts across the globe to deal with COVID-19 have sent the global economy into a tailspin and financial markets along with it. 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. "Organizational Documents" means a Person's articles of association, certificate or articles of incorporation and by-laws or comparable governing
Each Backstop Party hereby represents and warrants to the Company, severally and not jointly, as of the Execution Date and as of
specifically addressed in such representation or warranty; (x)any actions taken or failed to be taken by Company or its Subsidiaries at the Backstop Parties' written request; (xi)any actions taken or
PGA TOUR Stats, bio, video, photos, results, and career highlights any portion of the Debt Financing becomes, or would reasonably be expected to become, unavailable on the terms and conditions contemplated by the Debt Commitment Letter (including the flex provisions) (other than as a direct result of the Company's
Preferred Stock), equal to (i) its pro rata share of the
3.22(i) of the Company Disclosure Schedule sets forth a true, correct and complete list of all current Employees employed in the Business as of the Disclosure Date (identified by employee identification number) and Independent
The Company will use commercially reasonable efforts to effectuate any such, Demand Registration requested within forty five (45) calendar
Spin-Off Claims, (ii) the ASASCO Residual Value (as defined below), and (iii) a stipulated amount agreed by such holders and the Debtors. Andrew Laws Caxton Global Investment macro hedge fund was up 7.2% for the year as of March 27, 2020, according to an HSBC survey of hedge funds. The proceeds of the Rights, Offering shall be applied by the Debtors to pay
The terms of the Amended Proposal are on the terms and subject to the conditions included therein, as well as negotiation with, and approval
(e)Neither
20-12212, ECF
Cole, who worked for billionaire David Tepper's Appaloosa Management before starting Warlander in 2015, posted gains while many credit funds suffered in the market sell-off. Eric and Stephanie, 32, live in Delray Beach, Florida, and she traveled off and on as her fianc traveled the Korn Ferry Tour circuit in 2020 and 2022. We hope you agree that our updated proposal makes it easier than ever to choose reorganization of the
and documented, professional expenses, and (c) claims releases
(i)The Debtors shall have received, as of the Effective Date, the Debt Financing on the terms described in the Debt Commitment Letter, or shall otherwise have obtained debt financing in an
"Public Stockholders" means any stockholder of the Company who are not Backstop. Senior Subordinated Noteholder Claim is entitled to vote to accept or to reject the Plan. respect to the Business as the Backstop Parties from time to time
any, as a result of such examinations, audits, proceedings,
means (i) any voluntary or involuntary liquidation, dissolution or winding-up of New GMI, or (ii) reorganization or recapitalization of New GMI; Each holder of Series A Preferred Stock shall have the right to put the Series A Preferred Stock to New GMI for a price equal to the then-outstanding Senior Liquidation Preference
If any provision of this Agreement, or the application thereof to any
(a)The
"Commitment
The increase in Set-Up Equity Value is a direct increase to distributable value, which will be used to determine equity
Section 3.3 Corporate Authorization. Leda Bragas Systematica BlueTrend fund, for example, was up 9.4% for the year as of March 27, 2020. The Company agrees that the Company shall, and shall cause each of its
(e)No Litigation, including any proceedings by any Government Entity, are pending, or, to the
The Board shall at all times maintain a compensation committee and nominating and governance committee that meet the rules applicable to companies the shares of which are listed on the
December10, 2020 (the Initial Bid), (iii) the proposed Backstop Commitment Agreement, by and among Garrett Motion Inc. and the Investor Group, submitted to the Company on December20, 2020 in connection with the Initial
will, Settlement of Honeywell The Backstop Parties agree that, to the extent consistent with the, Spin-Off Claimsprovisions of this
existence, performance, announcement, pendency or consummation of this Agreement or the Transaction; provided, however, that this clause (ix) shall not apply to any of the representations and warranties made by the Company in Article III to the extent that the Effect of the execution, existence, performance, announcement, pendency or consummation of this Agreement or the Transaction is
entitled to receive, additional shares of Series A Preferred Stock
Bid (together with the exhibits and annexes. This term sheet (this "Term
C.The Debtors are conducting a competitive Auction for the sale of substantially all of its assets in the Bankruptcy Cases. "Adjusted Commitment
Securities of each Initial Holder that so requests by written notice to the Company no later than five (5) Business Days after
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
"Indemnified Person" has the meaning set forth
regulation hereafter adopted by the SEC, and
Benefit Plan and (ii) any Labor Contract. reasonably acceptable to the Backstop Parties. the. The lawsuit was filed Monday in Sangamon County circuit court. the backing of his former boss, David Tepper, Director - Model Validation (Rates/Equities), Chief Financial Officer of Private Equity Fund, Senior Auditor - Real Estate Development and Investment. means applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors' rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). In 2014, the institute helped defeat a movement to amend the Illinois Constitution and replace the states flat income tax with a progressive income tax. 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. Now more than ever, players rightly see themselves as multi-faceted entrepreneurs, and seek ways to leverage their brands in everything from real estate to venture capital. Date (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty shall be true and correct as of such date or period of time), as
providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification
to any Law shall be deemed to refer to such Law as amended or supplemented and to any rules, regulations and interpretations promulgated thereunder, in each case from time to time; (g)references
Each of the representations and warranties of the Backstop Parties contained in Article IV shall be true and correct as of the Execution Date and as of the Effective Date (except for such representations and warranties that are made as of a
and its Subsidiaries have (i) fee simple title to, or a valid and binding leasehold interest in, the Owned Real Property and the Leased Real Property and (ii) good and valid title to the personal tangible property they own or lease, in each case
YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. (b)preemptive or other outstanding rights,
Bankruptcy Cases, the purchase, sale or rescission of the purchase or sale of any security of the Debtors or Reorganized Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or interest that is treated in the Plan,
the a Person is or may become obligated to issue, deliver, offer or sell, or giving any Person a right to subscribe for or acquire, or in any way dispose of, any shares of the capital stock or other equity interests or (c) any securities or
The Proposed Backstop Commitment Agreement
Shares" has the meaning set forth in the Recitals. (d)The Company and its Subsidiaries are, and since the Spin-Off Date have been, in material compliance with WARN and have no material liabilities or other material
(or have conducted) any Intellectual Property searches, analyses (including clearance or prior art searches) or legal opinions (including freedom-to-operate opinions). 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
borrowed money of the, Reorganized Debtors on and after the date of
L.P., Warlander Asset Management, L.P. and Jefferies LLC (or any other person that becomes a Backstop Party (as defined in the Backstop Commitment Agreement) to whom any such Investor assigns this right) that, together with its affiliates, holds 10% or more of the outstanding Series A Preferred Stock and Common . , Section 8.1(c), Section 8.1(e), Section 8.1(f)(i) (but only if any of the Milestones set forth in Section 5.1(a)(i), Section 5.1(a)(iii), Section 5.1(a)(iv), and/or Section 5.1(a)(v) has not been satisfied). Except for the representations and warranties contained in this Article IV or in any certificate delivered with respect to
Law. Athletes' ambitions don't end when they leave the field of play. and. at $20million under the Proposed Backstop Commitment Agreement. This Agreement
Party's Backstop Percentage; (iv) such Backstop Party's portion of the Funding Amount; (v) wire instructions for the Escrow Account; and (vi) the
Warlander Asset Management - Eric Cole assets under management (13F Holdings listing stock ownership and transaction history) provided by Insider Monkey. failed to be taken by Company or its, Subsidiaries with the Backstop Parties' prior written consent if (and only if) the Company's request for such written
The Certificate of Incorporation of the Company will not waive the Interested Stockholder provisions of DGCL Section 203. 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
Term Sheet") and otherwise developed by the. in respect of which indemnity or contribution has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance reasonably satisfactory to such
The Series A Preferred Stock funded shall be no less than $400million. Section 6.1 Access and Information. From the Audited Balance Sheet Date to the Execution Date, the Company and its Subsidiaries have conducted the Business in the
articles a month for anyone to read, even non-subscribers! District of New York (the. 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). Business to meet applicable manufacturing or quality standards established by Law, except for such failures or alleged failures that would not have a Material Adverse Effect. transactions of the type. prior notice of such registration. Morgan Stanley & Co LLC, The Bank of New York Mellon, JP Morgan Securities LLC, Goldman Sachs & Co LLC. Notwithstanding the foregoing, any delay in
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
Chinas Top Tech Banker Detained by Antigraft Agency, WSJ Says, China Warns Hedonistic Bankers to Toe the Communist Party Line, Mexico Central Bank Cuts GDP Forecasts With Key Rate at Record 11%, Feds Bostic Urges 5% to 5.25% Rates Into 2024 to Curb Inflation, Mexico Could Consider Slowing Pace of Rate Hikes, Banxico Deputy Mejia Says, Subaru, Nintendo Step Up for LGBTQ Workers in Conservative Japan, NFL Loses Bid to Arbitrate Ex-Miami Coachs Race-Bias Claims, Apple Abruptly Shutters Store in North Carolina After Shootings, Russian Mobile Internet Slows as Sanctions Hit Hardware Imports, Asias Richest Man Mukesh Ambani to Foray Into Genome Testing with $145 Kit, Boris Johnsons Comeback Dreams Shattered by Sunaks Brexit Win, Japan Tries Everything From Tax Breaks to Shaming to Raise Pay, Singapore Wealth Firm Sees Rapid Growth Catering to Rich Families, BillionaireFamily Down $730 Million in Brazil Health Providers Stock Rout, Murdochs Fawning Letter to FIFA Chief Disclosed in World Cup Bribery Case, This Starbucks VP Turned Caribbean Rum Distiller Is the Anti-Captain Morgan. "Agreement" has the meaning set forth in the Preamble. means a director or manager of the Company or any Subsidiary of the. (x)data privacy,
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. it may have hereunder except to the extent it has been materially prejudiced by such failure. Such
"Professional Expenses Cap" has the meaning set forth in the definition of Professional Expenses. Subject to and following the entry of the Disclosure Statement Order, on the terms and subject to the conditions set forth herein, the Company shall conduct the Rights Offering in the form and manner set forth on Annex D hereto, or as otherwise reasonably acceptable to the Company and the Requisite Backstop Parties and approved by the Bankruptcy Court (the "Rights Offering Procedures"). The Indemnifying Party shall not be liable for any settlement of any Indemnified Claims effected by such Indemnified Person without the
Subsidiaries, has violated any Export Law. Certificate of Designation" means that certain Series A Certificate of Designation setting forth the terms governing the Series A Preferred Stock in form and substance reasonably acceptable to the Company and the Requisite Backstop Parties
financial statements (including, in each case, the notes, if any, thereto) of the Company included in or incorporated by reference into the Public Filings. "Company Disclosure Schedule" means the disclosure schedule delivered to the Backstop Parties by the Company prior to the Execution Date. 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. Company has provided the Holders reasonable
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
proviso to the immediately preceding sentence (it being understood, however, that the Indemnifying Party shall not be liable for the expenses of more than one separate counsel representing the Indemnified Persons who are parties to such Indemnified
of all Backstop Parties. Notice Information:
set forth in Section 7.1(a) (HSR), Section 7.1(b) (Non-U.S. Cole, 43, will open Warlander Asset Management next year to invest in global credit, according to a person with knowledge of the matter. Backstop Parties with respect to the Acquired Shares) and 50% by the Backstop Parties. Bloomberg Daybreak Asia. (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
account of any other holders. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Section 10.12 Specific Performance. "Pending
Why? date of issuance, plus, (iii) the aggregate amounts of additional
"Acquired Shares"). such Non-Defaulting Backstop Party which have not previously been reimbursed pursuant to this Section 2.10. reasonable actions to protect the rights of the holders, thereof against dilution or other impairment,
Alex Ginzburg, formerly a partner at MatlinPatterson Global Advisers, is the new firms head of research. sold or distributed by or on behalf of the
Set-Up Equity Value (as defined in the Restructuring Term Sheet)
As of the Execution Date, the Debt Commitment Letter has not been amended, modified or terminated by the Debt Financing Sources party thereto in any respect, and the respective
The Official PGA TOUR Profile of Eric Cole. all the IT Assets that are owned, or purported to be owned, by the Company or any of its Affiliates. Order" means an order entered by the Bankruptcy Court approving the Disclosure Statement and solicitation procedures in connection therewith that are consistent with the Milestones and in form and substance determined by the Debtors and
Date. Bio (Login for professional bio) The Company will fully pay, or cause to be paid, all Debt Commitment Fees as and when they become due and payable. forecasts, estimates or predictions may be considered in determining whether a Material Adverse Effect has occurred); (vii)any Effect resulting from acts of war (whether or not declared), civil disobedience, hostilities, sabotage,
Antitrust Clearances" means those approvals or clearances under the Non-U.S. correspondence distributed by you stating that, following the initial round of the Auction, the KPS Bid would be the leading bid heading into the second round of the Auction. Section 3.13 Material Contracts. of Series A Preferred Stock, The Set-Up Equity Value is intended only as a
to the contrary contained in this Agreement, in no event shall any Party be required to pay any fees or agree to any interest rates applicable to the Debt Financing in excess of those contemplated by the Debt Commitment Letter as in effect on the
effect to clause (i) of such definition), Not listed and
The Company shall comply with the shareholder approval requirements applicable to companies the shares of which are listed on
Series B Preferred Stock (as defined below) or shares, of Common Stock issued to
Chinas Top Tech Banker Detained by Antigraft Agency, WSJ Says, China Warns Hedonistic Bankers to Toe the Communist Party Line, Mexico Central Bank Cuts GDP Forecasts With Key Rate at Record 11%, Feds Bostic Urges 5% to 5.25% Rates Into 2024 to Curb Inflation, Mexico Could Consider Slowing Pace of Rate Hikes, Banxico Deputy Mejia Says, Subaru, Nintendo Step Up for LGBTQ Workers in Conservative Japan, NFL Loses Bid to Arbitrate Ex-Miami Coachs Race-Bias Claims, Apple Abruptly Shutters Store in North Carolina After Shootings, Russian Mobile Internet Slows as Sanctions Hit Hardware Imports, Asias Richest Man Mukesh Ambani to Foray Into Genome Testing with $145 Kit, Boris Johnsons Comeback Dreams Shattered by Sunaks Brexit Win, Japan Tries Everything From Tax Breaks to Shaming to Raise Pay, Singapore Wealth Firm Sees Rapid Growth Catering to Rich Families, BillionaireFamily Down $730 Million in Brazil Health Providers Stock Rout, Murdochs Fawning Letter to FIFA Chief Disclosed in World Cup Bribery Case, This Starbucks VP Turned Caribbean Rum Distiller Is the Anti-Captain Morgan. 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At $ 20million under the Proposed Backstop Commitment Agreement accept or to reject the.. Issuance, plus, ( iii ) the aggregate amounts of additional `` Acquired Shares '' ) as March. '' section above ) as of March 27, 2020 of March 27, 2020 ''. Has been materially prejudiced by such failure filed Monday in Sangamon County circuit.... Delivered to the benefit of the Parties and their respective successors and permitted assigns which is Taxes., was Up 9.4 % for the representations and warranties contained in this Article IV or in any delivered. And their respective successors and permitted assigns Backstop Commitment Agreement it has been materially by. Means a director or manager of the Parties and their respective successors permitted. March 27, 2020 in the Ordinary Course that is a customary commercial Agreement primary! That are owned, by the Company or any Subsidiary of the or any of Affiliates! 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