Agreements of the Consenting Noteholders Clause Samples

Agreements of the Consenting Noteholders. Subject to the terms and conditions of this Agreement, each Consenting Noteholder in its capacity as a holder of Notes (and where expressly referenced as a shareholder of the Company, as such), severally and not jointly, hereby agrees to: (a) support the Recapitalization pursuant to the terms and conditions set forth herein and: (x) subject to the approval by the CNV of the Offering Documents pursuant to Section 2(b) hereof, (i) participate in and exchange all of such Consenting Noteholder’s Notes and Deferred Interest Payment Rights for Class B Preferred Shares pursuant to the terms of the Class B Exchange Offer and the related Offering Documents; (ii) submit the required consent to the amendments to the Indenture pursuant to the terms of the Consent Solicitation and the related Offering Documents with respect to all of such Consenting Noteholder’s Notes; and (iii) to the extent that a meeting of holders of the Notes is held in respect thereto, to vote to approve and consent to the proposed amendments to the Indenture set forth in the Consent Solicitation and in the related Offering Documents with respect to all of such Consenting Noteholder’s Notes; and (y) (i) by its execution of this Agreement, to consent to any waiver of the terms of the Indenture that would be required to permit the Company to incur Liens to secure its principal obligations of up to US$2.0 million under the Private Notes (plus any interest that may accrue thereon and any other obligations of the Company under the Private Notes); provided that the value of the collateral subject to such Liens may exceed the aggregate amount of the obligations of the Company under the Private Notes, and to enter into the related documentation; (ii) execute and deliver, or instruct its DTC participant to execute and deliver, any and all documents required to reflect such consent to a waiver; (iii) waive any Event of Default under the Indenture and its consequences that occurs solely as a result of the Company’s incurrence of Liens to secure its obligations under the Private Notes, including any Event of Acceleration arising therefrom, that may occur notwithstanding the Consenting Noteholders’ compliance with the other provisions of this Agreement; (iv) not exercise any rights or remedies that may be available to any Consenting Noteholder under the Notes or the Indenture as a result of the Company’s incurrence of Liens to secure obligations under the Private Notes; (v) to the extent that a meeting of hol...
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Agreements of the Consenting Noteholders. Each of the Consenting Noteholders agrees, severally and not jointly, from the Agreement Effective Date through the termination of this Agreement according to the terms set forth herein (the “Restructuring Support Period”), to support the Restructuring Transactions and to act in good faith and take all reasonable actions necessary to consummate the Restructuring in a timely manner, including the following (each covenant to be performed severally and not jointly): (a) Each Consenting Noteholder agrees (i) to support and take all actions reasonably necessary to support consummation of the Restructuring and the Plan; provided that no such support or actions shall require or obligate any Consenting Noteholder to pay any consideration or incur any expenses, fees, or costs (other than fees and expenses for which the Company is liable pursuant to Section 4(a)(ix)), (ii) not to take any actions inconsistent with the Restructuring, this Agreement, the Term Sheet, or the Plan, and (iii) not to object to, delay, impede, or take any other action to interfere with the Restructuring Transactions, or propose, file, support, or vote for any restructuring, workout, or chapter 11 plan for any entity comprising the Company other than the Restructuring Transactions. (b) Each Consenting Noteholder agrees to (i) timely vote or cause to be voted (if solicited to do so and by the applicable deadline for doing so) its Secured Notes Claims to accept the Plan by delivering its duly executed and completed ballot or ballots, as applicable, accepting the Plan on a timely basis following commencement of the solicitation of acceptances of the Plan in accordance with sections 1125(g) and 1126 of the Bankruptcy Code, (ii) not change or withdraw such vote (or cause or direct such vote to be changed or withdrawn); provided, however, that such vote may upon written notice to the Company and the other Parties, be revoked (and, upon such revocation, such vote shall be deemed void ab initio) immediately by any Consenting Noteholder at any time following the occurrence of a Termination Event, (iii) timely vote (or cause to be voted) its Secured Notes Claims against, and shall not directly or indirectly, through any person or entity, seek, solicit, propose, support, assist, engage in negotiations in connection with or participate in the formulation, preparation, filing or prosecution of, any plan, plan proposal, restructuring proposal, offer of dissolution, winding up, liquidation, sale or disposi...
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Agreements of the Consenting Noteholders. During the period commencing as of the Agreement Effective Date until the termination of this Agreement (the “Agreement Effective Period”), and subject to the terms and conditions contained in this Agreement and the Definitive Documents, each Consenting Noteholder, severally and not jointly, agrees and covenants: (1) to take (and cause its Affiliates,1 and direct their respective representatives, agents and employees to take) all commercially reasonable actions reasonably requested by the Companies and necessary to support and achieve the consummation of the Proposed Amendments, within the timeframes outlined herein, including by consenting, voting or exercising any power or rights available to it, in each case, in favor of any matter requiring voting, approval, or action to implement the Proposed Amendments as promptly as practicable after the Agreement Effective Date and in any event prior to the earlier of (x) any expiration date of the Consent Process or (y) within 30 days of the Agreement Effective Date (such date, the “Consent Date”); (2) that it will not revoke any Consent, subject to the termination of this Agreement pursuant to Section 7, Section 8, Section 9 or Section 10 hereof (for the avoidance of doubt if this Agreement is terminated prior to consummation of the Consent Process, such consents may be revoked at any time after such termination);
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Agreements of the Consenting Noteholders. Subject to the terms and conditions of this Agreement, each Consenting Noteholder in its capacity as a noteholder, severally and not jointly, hereby agrees to: (a) support the Recapitalization pursuant to the terms and conditions set forth herein and, subject to the preparation of the Offering Documents pursuant to Section 2(b), (i) participate in and exchange all of such Consenting Noteholder’s Notes and Deferred Interest Entitlements for Preferred Shares pursuant to the terms of the Exchange Offer and the Offering Documents, (ii) submit the required consent to the amendments to the Indenture pursuant to the terms of the Exchange Offer and the Offering Documents with respect to all of such Consenting Noteholder’s Notes and (iii) vote to approve and consent to the proposed amendments to the Indenture set forth in the Exchange Offer and in the Offering Documents with respect to all of such Consenting Noteholder’s Notes;
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Agreements of the Consenting Noteholders 
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Related to Agreements of the Consenting Noteholders

  • Agreements of the Parties (a) If the registration statement relating to the Shares has not yet become effective, the Trust will promptly file the Final Amendment, if not previously filed, with the Commission, and will use its best efforts to cause such registration statement to become effective and, as soon as the Trust is advised, will advise the Representative when the Registration Statement or any amendment thereto has become effective. If the Registration Statement has become effective and the Prospectus contained therein omits certain information at the time of effectiveness pursuant to Rule 430A of the Securities Act Rules, the Trust will file a 430A Prospectus pursuant to Rule 497(h) of the Securities Act Rules as promptly as practicable, but no later than the second business day following the earlier of the date of the determination of the offering price of the Shares or the date the Prospectus is first used after the Effective Date. If the Registration Statement has become effective and the Prospectus contained therein does not so omit such information, the Trust will file a Prospectus pursuant to Rule 497(b) or (j) of the Securities Act Rules as promptly as practicable, but no later than the fifth business day following the date of the later of the Effective Date or the commencement of the public offering of the Shares after the Effective Date. In either case, the Trust will provide the Representatives satisfactory evidence of the filing. The Trust will not file with the Commission any Prospectus or any other amendment (except any post-effective amendment which is filed with the Commission 15 after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which distribution of the Shares is completed) or supplement to the Registration Statement or the Prospectus unless a copy has first been submitted to the Managing Representative a reasonable time before its filing and the Managing Representative has not objected to it in writing within a reasonable time after receiving the copy. (b) For the period of three years from the date hereof, the Trust will advise the Representatives promptly (1) of the issuance by the Commission of any order in respect of the Trust or the Investment Adviser which relates to the Trust, or which relates to any material arrangements or proposed material arrangements involving the Trust or the Investment Adviser, (2) of the initiation or threatening of any proceedings for, or receipt by the Trust of any notice with respect to, the suspension of the qualification of the Shares for sale in any jurisdiction or the issuance of any order by the Commission suspending the effectiveness of the Registration Statement, (3) of receipt by the Trust, or any representative or attorney of the Trust, of any other communication from the Commission relating in any material way to the Trust, the Registration Statement, the Notification, any Preliminary Prospectus, the Prospectus or to the transactions contemplated by this Underwriting Agreement and (4) the issuance by any court, regulatory body, administrative agency or other governmental agency or body, whether foreign or domestic, of any order, ruling or decree, or the threat to initiate any proceedings with respect thereto, regarding the Trust, which relates in any material way to the Trust or any material arrangements or proposed material arrangements involving the Trust. The Trust will make every reasonable effort to prevent the issuance of any order suspending the effectiveness of the Registration Statement and, if any such order is issued, to obtain its lifting as soon as possible. (c) If not delivered prior to the date of this Underwriting Agreement, the Trust will deliver to the Representatives, without charge, a signed copy of the registration statement and the Notification and of any amendments (except any post-effective amendment which is filed with the Commission after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which the distribution of the Shares is completed) to either the Registration Statement or the Notification (including all exhibits filed with any such document) and as many conformed copies of the registration statement and any amendments thereto (except any post-effective amendment which is filed with the Commission after the later of (x) one year from the date of this Underwriting Agreement or (y) the date on which the distribution of the Shares is completed) (excluding exhibits) as the Representatives may reasonably request. 16 (d) During such period as a prospectus is required by law to be delivered by an underwriter or a dealer, the Trust will deliver, without charge, to the Representatives, the Underwriters and any dealers, at such office or offices as the Representatives may designate, as many copies of the Prospectus as the Representatives may reasonably request, and, if any event occurs during such period as a result of which it is necessary to amend or supplement the Prospectus, in order to make the statements therein, in light of the circumstances existing when such Prospectus is delivered to a purchaser of Shares, not misleading in any material respect, or if during such period it is necessary to amend or supplement the Prospectus to comply with the Securities Act, the Investment Company Act, the Securities Act Rules or the Investment Company Act Rules, the Trust promptly will prepare, submit to the Managing Representative, file with the Commission and deliver, without charge, to the Underwriters and to dealers (whose names and addresses the Representatives will furnish to the Trust) to whom Shares may have been sold by the Underwriters, and to other dealers on request, amendments or supplements to the Prospectus so that the statements in such Prospectus, as so amended or supplemented, will not, in light of the circumstances existing when such Prospectus is delivered to a purchaser, be misleading in any material respect and will comply with the Securities Act, the Investment Company Act, the Securities Act Rules and the Investment Company Act Rules. Delivery by the Underwriters of any such amendments or supplements to the Prospectus will not constitute a waiver of any of the conditions in Section 6 hereof. (e) The Trust will make generally available to holders of the Trust's securities, as soon as practicable but in no event later than the last day of the 18th full calendar month following the calendar quarter in which the Effective Date falls, an earnings statement, if applicable, satisfying the provisions of Section 11(a) of the Securities Act and, at the option of the Trust, Rule 158 of the Securities Act Rules. (f) The Trust will take such actions as the Representatives reasonably request in order to qualify the Shares for offer and sale under the securities or "blue sky" laws of such jurisdictions as the Representatives reasonably designate; provided that the Trust shall not be required in connection therewith or as a condition thereof to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction. (g) If the transactions contemplated by this Underwriting Agreement are consummated, the Trust shall pay all costs and expenses incident to 17 the performance of the obligations of the Trust under this Underwriting Agreement (to the extent such expenses do not, in the aggregate, exceed $0.03 per Share), including but not limited to costs and expenses of or relating to (1) the preparation, printing and filing of the registration statement and exhibits to it, each Preliminary Prospectus, the Prospectus and all amendments and supplements thereto, (2) the issuance of the Shares and the preparation and delivery of certificates for the Shares, (3) the registration or qualification of the Shares for offer and sale under the securities or "blue sky" laws of the jurisdictions referred to in the foregoing paragraph, including the fees and disbursements of counsel for the Underwriters in that connection, and the preparation and printing of preliminary and supplemental "blue sky" memoranda, (4) the furnishing (including costs of design, production, shipping and mailing) to the Underwriters and dealers of copies of each Preliminary Prospectus relating to the Shares, the sales materials, the Prospectus, and all amendments or supplements to the Prospectus, and of the other documents required by this Section to be so furnished, (5) the filing requirements of the National Association of Securities Dealers, Inc., in connection with its review of the financing, including filing fees and the fees, disbursements and other charges of counsel for the Underwriters in that connection, (6) all transfer taxes, if any, with respect to the sale and delivery of the Shares to the Underwriters, (7) the listing of the Shares on the New York Stock Exchange, (8) the transfer agent for the Shares, and (9) in addition to the foregoing, an aggregate reimbursement of up to [ ] as partial reimbursement of the costs and expenses of the Underwriters. To the extent the foregoing costs and expenses incident to the performance of the obligations of the Trust under this Underwriting Agreement exceed, in the aggregate, $0.03 per Share, Eato▇ ▇▇▇▇▇ ▇▇ an affiliate will pay all such excess costs and expenses. (h) If the transactions contemplated by this Underwriting Agreement are not consummated, except as otherwise provided herein, no party will be under any liability to any other party, except that (1) if this Underwriting Agreement is terminated by (x) the Trust or the Investment Adviser pursuant to any of the provisions hereof (otherwise than pursuant to Section 8 hereof) or (y) by the Representatives or the Underwriters because of any inability, failure or refusal on the part of the Trust or the Investment Adviser to comply with any material terms or because any of the conditions in Section 6 are not satisfied, Eato▇ ▇▇▇▇▇ ▇▇ an affiliate and the Trust, jointly and severally, will reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees, disbursements and other charges of their counsel) reasonably incurred by them in connection with the proposed purchase and sale of the Shares and (2) no Underwriter who has failed or refused to purchase the Shares agreed to be purchased by it under this Underwriting Agreement, in breach of its obli- 18 gations pursuant to this Underwriting Agreement, will be relieved of liability to the Trust and the Investment Adviser and the other Underwriters for damages occasioned by its default. (i) Without the prior written consent of the Representatives, the Trust will not offer, sell or register with the Commission, or announce an offering of, any equity securities of the Trust, within 180 days after the Effective Date, except for the Shares as described in the Prospectus and any issuances of Shares of Beneficial Interest pursuant to the dividend reinvestment plan established by the Trust and except in connection with any offering of preferred shares of beneficial interest as contemplated by the Prospectus. (j) The Trust will use its best efforts to list the Shares on the New York Stock Exchange and comply with the rules and regulations of such exchange. (k) The Trust will direct the investment of the net proceeds of the offering of the Shares in such a manner as to comply with the investment objective and policies of the Trust as described in the Prospectus.