Implementation of the Restructuring Clause Samples
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Implementation of the Restructuring. Subject to the terms and conditions of this Agreement, the Parties agree severally and not jointly to use commercially reasonable efforts to complete the Restructuring through the Plan on terms and conditions consistent with those set forth herein. The Parties shall cooperate with each other in good faith and shall coordinate their activities in connection with (a) the implementation of the Restructuring and (b) the pursuit of the Restructuring and confirmation and consummation of the Plan. Furthermore, each Party shall take such action as may be reasonably necessary to carry out the purposes and intent of this Agreement, and each Party shall refrain from taking any action that would reasonably be expected to frustrate the purposes and intent of this Agreement and the Restructuring, including proposing a plan of reorganization that is not the Plan (or filing a disclosure statement with respect thereto). Each Party hereby covenants and agrees severally and not jointly, from the date hereof until this Agreement has been terminated in accordance with Section 5 below, (i) to negotiate in good faith the definitive documents implementing, achieving and relating to the Restructuring, including, but not limited to, the order of the Bankruptcy Court confirming the Plan, the Disclosure Statement and other related documents, each of which are more specifically described in the Term Sheet and each of which shall contain terms and conditions substantially consistent in all respects with the Term Sheet and, if not specified in the Term Sheet, otherwise in form and substance reasonably satisfactory to the Consenting Lenders and the Debtors (collectively with the Plan and the Disclosure Statement, the “Definitive Documents”), and (ii) to execute (to the extent they are a party thereto) the Definitive Documents and otherwise support and seek to effect the actions and transactions contemplated thereby.
Implementation of the Restructuring. 2.1 Subject to Clause 2.3 and Clause 3.1 and to the satisfaction of the Restructuring Condition but without prejudice to Clause 6, each of the Companies, each Significant Creditor and, if the EPL Condition is satisfied, each Consenting EPL Bank hereby agrees:
2.1.1 to exchange all of its Released Claims for its Compromise Entitlement (such exchange to be effected by way of implementation of the Restructuring Steps in accordance with Clause 2.2.1 below);
2.1.2 to release each Released Company (and each Representative of a Released Company) fully from any Liability that they may have to such Consenting Bondholder, Significant Creditor or Consenting EPL Bank in respect of any Released Claim and to waive each and every Released Claim that it may have against a Released Company (or a Representative of a Released Company).
2.2 Subject to Clause 3.1 (save in respect of Clause 2.2.3):
2.2.1 each Party hereby agrees that the Restructuring Steps set out in paragraphs 3, 4 and 5 of Schedule 3 shall take effect as set out therein and that they will take all actions required of them in Schedule 3 to implement the Restructuring Steps;
2.2.2 provided no Material Adverse Change has occurred, RBS hereby irrevocably and unconditionally agrees to vote in person or by proxy at the Creditors’ Scheme Meeting in favour of the Creditors’ Scheme Resolution(s) and to support the approval of the Creditors’ Scheme at any court sanction hearing in respect thereof and not to vote in person or by proxy at the Creditors’ Scheme Meeting against the Creditors’ Scheme Resolution(s) or to attend any court sanction hearing in respect thereof other than in support of the Creditors’ Scheme;
2.2.3 provided no Material Adverse Change has occurred, each Consenting Bondholder hereby irrevocably and unconditionally agrees to vote its Identified Bonds in person or by proxy in favour of the Amending Resolutions at any Bondholders’ Meeting convened to pass such resolutions;
2.2.4 provided no Material Adverse Change has occurred, each Consenting Bondholder hereby irrevocably and unconditionally agrees to vote its Identified Bonds in person or by proxy in favour of the Single Vote Resolutions at any Bondholders’ Meeting convened to pass such resolutions;
2.2.5 provided no Material Adverse Change has occurred, in the event that the Single Vote Resolutions are not passed, each Consenting Bondholder hereby irrevocably and unconditionally agrees to vote its Identified Bonds in person or by proxy in favour of...
Implementation of the Restructuring. As long as a Debtor Termination Event has not occurred, or has occurred but has been duly waived in accordance with the terms hereof, the Debtors agree to:
(a) Use best efforts to effectuate and consummate the Restructuring contemplated by the Plan Term Sheet, including the AFI Settlement Agreement, so long as the AFI Settlement Agreement includes the Cash Contribution, in accordance with the deadlines and conditions specified in the milestones set forth on Exhibit C attached hereto (the “Milestones”);
(b) file a motion in the Bankruptcy Court within 21 days after the Petition Date seeking authority to perform under this Agreement and to use their commercially reasonable efforts to obtain an order from the Bankruptcy Court approving such motion contemporaneously with approval of the Disclosure Statement;
(c) obtain any and all required regulatory approvals and material third-party approvals for confirmation and effectiveness of the Plan; and
(d) take any and all reasonably necessary actions in furtherance of the Plan. Notwithstanding anything in this Agreement to the contrary, the Consenting Claimants have not waived their right to file an objection to a motion of the holders of the ResCap 9 5/8% bonds requesting payment of any interest on account of their ResCap 9 5/8% bond claims that may be due and owing after the Petition Date. The Debtors also agree to move, as part of the motion to approve this Agreement, for permission for the filing under seal of any Rule 2019 disclosure required in the Bankruptcy Case, subject to confidential review solely by the Court, the Office of the United States Trustee, any official committee of unsecured creditors appointed in the Chapter 11 Cases, and Ally.
Implementation of the Restructuring. The Restructuring shall be effected pursuant to the Plan and the definitive documentation for the Restructuring, including, the purchase and sale agreement relating to the transfer of the Assets to New Tronox, if any, the documentation for the Rights Offering, the Registration Rights Agreement (as defined in the Commitment Agreement), the Environmental Settlement Documents (as defined below) and such other documentation as is necessary or desirable in connection with the Restructuring (collectively, the “Definitive Restructuring Documentation”). Prior to filing the Plan, the Parties shall mutually agree upon the Definitive Restructuring Documentation, which shall reflect the terms and conditions set forth herein and such other terms and conditions as shall be acceptable to the Parties (and, to the extent the terms and conditions are inconsistent with the terms of the Credit Documents or adversely affect the interests, liens, rights, remedies, benefits or other protections of any or all of the DIP Administrative Agent, Collateral Agent and the Lenders under the Credit Documents, the DIP Administrative Agent). The Definitive Restructuring Documentation will include, among other things, various Environmental Settlement Documents concerning the resolution of Environmental Claims that shall be submitted for the approval of officials authorized on behalf of the Governmental Environmental Entities (as defined below) that have, or have asserted, Environmental Claims. The Environmental Settlement Documents shall then be submitted to the Bankruptcy Court for approval, after public notice and an opportunity for public comment if and to the extent required under applicable environmental law. The Debtors shall continuously consult with the legal and financial advisors of the other Parties, and shall not undertake any material action with respect to the Restructuring or otherwise without first consulting with such advisors.
Implementation of the Restructuring. The Parent agrees to make reasonable efforts to implement the Restructuring and shall procure that before the Effective Date Newco 1 and Newco 2 will each enter into a written undertaking in favour of the other Parties and BNFL (in the form attached as Schedule 12 hereto) agreeing to be bound by the terms of this Agreement or, failing which, procure that Newco 1 and Newco 2 perform their obligations under this Agreement.
Implementation of the Restructuring. 4.1. Both parties agree to use their best efforts to take any necessary steps (including but not limited to the signing of, or procuring the signing by other persons of, any related documents; applying for and acquiring any related approval, consent, license, authorization, confirmation or exemption in order to help Party B obtain all the licenses and certificates necessary for the operations of Party B or Injected Assets; and handling all procedures related to registrations or filings in accordance with relevant proceedings) in order to ensure that the Restructuring shall be fully implemented in accordance with this Agreement, the Restructuring Documents and the Financial Reports. Both Parties shall, on the basis of equality, fairness and reasonableness, through friendly negotiation, properly settle the matters necessary for the implementation of the Restructuring but not prescribed in this Agreement, the Restructuring Documents and the Financial Reports.
4.2. During the Relevant Period, (i) Party A shall, in its ordinary course of operations, operate, manage, employ and maintain the Injected Assets and the newly generated insurance business assets during such period in accordance with its usual practice; (ii) starting from the Effective Date of the Restructuring, Party B shall enjoy the ownership of the assets, credits, rights and interests under the assets of such newly generated insurance business; (iii) if the Injected Assets are reduced as a result of Party A's operations, Party A shall supplement them in full.
4.3. Without prejudice to Clauses 3.1.5, 3.1.6, 3.1.7 and 3.1.8, Party B shall participate as a party in any lawsuit or arbitration relating to the Injected Assets that arise after the Effective Date of the Restructuring, and enjoy the relevant rights and assume the relevant obligations thereunder. Upon Party B's request, Party A shall render prompt assistance to Party B, including but not limited to furnishing all the documents Party B requires, and signing or procuring others to sign related documents so that Party B may effectively become the party to such lawsuit or arbitration and exercise the rights such a party shall have.
4.4. Party A shall continue to bear all liabilities and obligations unless otherwise provided for as Party B's liabilities and obligations under or pursuant to this Agreement. Party A undertakes herein that Party B shall not sustain any loss or assume any liability as a result of aforesaid liabilities and obligations ...
Implementation of the Restructuring. (a) Following the execution of this Agreement, the Participating Noteholders and the Companies shall continue to negotiate in good faith the additional terms of the Plan Documents, which shall be consistent in all material respects with this Agreement and the Term Sheet and shall be in form and substance acceptable to the Participating Noteholders and the Companies. The Companies will effectuate the Restructuring by commencing the Bankruptcy Cases and Soliciting acceptances, and seeking confirmation, of the Plan.
(b) This Agreement is not and shall not be deemed to be a solicitation of acceptances of the Plan. The acceptances of the Participating Noteholders will not be solicited until after the forms of the Plan and Disclosure Statement have been agreed to by the Companies and the Participating Noteholders, and such Solicitation shall occur in accordance with the applicable provisions of the Bankruptcy Code and applicable non-bankruptcy law.
Implementation of the Restructuring. As soon as practicable following execution of this Agreement, Pliant intends to commence the Exchange Offer in compliance with applicable securities laws for the Subordinated Notes and solicit acceptances for a prepackaged Plan of Reorganization (the "Prepackaged Plan") on terms and conditions consistent with those set forth in the Term Sheet. The Exchange Offer and solicitation of acceptances will be effected pursuant to an Offering Memorandum and Solicitation Document and other documents (collectively, the "Exchange Documents") which shall be consistent with the terms and conditions set forth in the Term Sheet. Pliant and certain of its affiliates may, any time prior to the consummation of the Exchange Offer, commence voluntary cases under Chapter 11 of the Bankruptcy Code (the "Chapter 11 Cases") and seek to implement the Restructuring pursuant to the Plan of Reorganization and any other necessary documents (collectively, the "Plan Documents") as soon as practicable after the date of commencement of the Chapter 11 Cases (the "Filing Date").