Exemption from SEC Registration Clause Samples
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Exemption from SEC Registration. The issuance of all securities under the Plan will be exempt from registration under (a) section 1145 of the Bankruptcy Code to the extent permitted pursuant to section 1145 of the Bankruptcy Code, or (b) such other applicable securities law exemption that is acceptable to the Debtors and the Required Backstop Parties. Definitive Documentation The Definitive Documentation, including the Plan Supplement, shall be in form and substance acceptable to the Debtors and the Required Backstop Parties. The Plan and each of the Definitive Documentation shall contain conditions precedent that are usual and customary for the transactions contemplated thereby. Tax Issues The terms of the Restructuring shall, to the extent practicable, be structured to (a) preserve or otherwise maximize favorable tax attributes (including tax basis) of the HCR Entities, and (b) achieve the most optimal and efficient tax outcomes for the HCR Entities, the Consenting Noteholders, and the Backstop Parties taking into account applicable tax and securities law, applicable regulations, and business and cost considerations, in a manner acceptable to the Debtors and the Required Backstop Parties. Fiduciary Out Notwithstanding anything to the contrary herein, the terms of this Term Sheet shall be subject to the “fiduciary out” provisions set forth in the RSA. New Board The composition of Reorganized Holdco’s initial board of directors (the “New Board”) shall consist of five (5) directors in total, which shall include (a) the Chief Executive Officer of Reorganized Holdco and (b) other directors designated by the Backstop Parties prior to the Effective Date and disclosed in the Plan Supplement.
Exemption from SEC Registration. The Equity Securities issued and sold pursuant to the Investment Agreement will be issued and sold in reliance upon an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), or another exemption thereunder, and will therefore be “restricted securities” within the meaning of Rule 144 under the Securities Act.
Exemption from SEC Registration. The issuance of all securities in connection with the Plan, including the New Common Stock, the New First Lien Exit Facility, the New Convertible Debt, the Rights, the Warrants, and the New Building Note (each as applicable) will be exempt from SEC registration to the fullest extent permitted by law. The Debtors and the Reorganized Debtors, as applicable, will use commercially reasonable efforts to cause the New Common Stock to be listed for trading on a national securities exchange on or as soon as reasonably practicable after the Effective Date.
Exemption from SEC Registration. The issuance of all securities under the Chapter 11 Plan will be exempt from registration under section 1145 of the Bankruptcy Code (to the extent permitted pursuant to section 1145 of the Bankruptcy Code) or such other applicable securities law exemption. Tax Matters The terms of the Restructuring shall, to the extent practicable, be structured (a) to preserve or otherwise maximize favorable tax attributes, including tax basis (as a result of an election, with the consent of the Parent, pursuant to Section 336(e) of the Internal Revenue Code of 1986, as amended) or otherwise, of the Company, and; (b) in a tax-efficient matter, including by causing the Restructuring to be effected in a transaction that is taxable to the Consenting Noteholders for U.S. federal income purposes and in such a manner that does not result in the imposition of withholding taxes.
Exemption from SEC Registration. The issuance of securities under the Plan will be exempt from SEC registration under section 1145 of the Bankruptcy Code to the full extent, if any, permitted thereby. Retained Causes of Action Reorganized CRC shall retain all rights to commence and pursue any Causes of Action, other than any Causes of Action that the Company has released pursuant to the release and exculpation provisions outlined in this Term Sheet and implemented pursuant to the Plan. Notwithstanding the foregoing, Reorganized CRC and/or a Litigation Trust shall retain all rights to commence and pursue any Causes of Action as specified in the Plan supplement, including without limitation any chapter 5 causes of action (other than against Released Parties as defined in Annex G), unless such causes of action are settled or resolved prior to the Plan Effective Date with the consent of the Required Consenting Parties. Releases and Exculpation The Plan will include customary mutual releases in favor of the (i) Company, (ii) the Consenting Creditors and (iii) subject to the Elk Hills Settlement Agreement, Ares and Elk Hills Power, and each of their respective current and former directors, officers, shareholders, employees, advisors, legal counsel and agents, in each case in the form set forth on Annex G. Retention of Jurisdiction The Plan will provide that the Bankruptcy Court shall retain jurisdiction for usual and customary matters.
Exemption from SEC Registration. To the extent available, the issuance of any securities under the Plan shall be exempt from SEC registration under section 1145 of the Bankruptcy Code. To the extent section 1145 is unavailable, such securities shall be exempt from SEC registration as a private placement pursuant to Section 4(2) of the Securities Act of 1933, as amended, and/or the safe harbor of Regulation D promulgated thereunder, or such other exemption as may be available from any applicable registration requirements.