Proposed Restructuring Clause Samples
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Proposed Restructuring. (a) The Parties have agreed to implement a restructuring transaction for the Company, in accordance with and subject to the terms and conditions set forth in this Agreement (the “Restructuring”), which Restructuring requires pursuing consummation of a “pre- negotiated” chapter 11 plan of reorganization in the form attached as Exhibit B hereto (together with any exhibits, schedules, attachments or appendices thereto, in each case as may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, the “Plan”)
1. In order to effectuate the Restructuring, the Company shall commence, in accordance with the terms of this Agreement, voluntary “pre-negotiated” cases (the “Chapter 11 Cases” and the date on which such Chapter 11 Cases are commenced, the “Petition Date”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The documents related to or otherwise utilized to implement or effectuate the Restructuring (collectively, the “Restructuring Documents”) shall include, among others:
(i) the Plan, a customary plan supplement (including any schedules of assumed and rejected leases and executory contracts), the related disclosure statement (such disclosure statement, together with any exhibits, schedules, attachments or appendices thereto, in each case as may be amended, supplemented or otherwise 1 In the event of any inconsistency between the Plan and the remainder of this Agreement, the Plan shall control. 112767832 modified from time to time in accordance with the terms herein and therein, the “Disclosure Statement”), and any other documents and/or agreements relating to the Plan and/or the Disclosure Statement, including (A) a motion seeking approval of the Disclosure Statement, the procedures for the solicitation of votes in connection with the Plan pursuant to sections 1125 and 1126 of the Bankruptcy Code, the forms of ballots and notices and related relief (such motion, together with all exhibits, appendices, supplements, and related documents, the “Disclosure Statement Motion”), (B) an order of the Bankruptcy Court approving the Disclosure Statement Motion (together with all exhibits, appendices, supplements and related documents, the “Disclosure Statement Order”), (C) the motion seeking confirmation of the Plan, and (D) a proposed order of the Bankruptcy Court confirming the Plan pursuant to section ...
Proposed Restructuring. The Company will restructure its debt and equity interests pursuant to the Plan as described below. Unless otherwise indicated, all transactions will take place on the date the Plan becomes effective (the “Effective Date”).
Proposed Restructuring. The principal terms of the proposed restructuring are set forth on the term sheet annexed hereto as Exhibit A (which term sheet is expressly incorporated by reference herein and made binding on the Parties as a part of this Agreement as if fully set forth herein (as such term sheet may be modified in accordance with Section 14 hereof, the “Restructuring Term Sheet”)). The restructuring of the Notes Claims (as defined below) incorporating the terms and conditions set forth herein and in the Restructuring Term Sheet and containing no other provisions adverse to the Consenting Noteholders except as the Company and the Required Consenting Noteholders (as defined below) may expressly consent to in writing is referred to herein as the “Restructuring”. The Restructuring shall be implemented on a consensual basis, either out-of-court or through the Chapter 11 Case, and will provide for, among other things, treatment of the claims under the Notes Indenture and all related claims, rights and causes of action arising out of or in connection with the Notes and/or Notes Indenture (collectively, the “Note Claims”) as specified in the Restructuring Term Sheet.
Proposed Restructuring. (a) The Company and the Supporting Parties have agreed to implement the Restructuring Transaction for the Company in accordance with, and subject to the terms and conditions set forth in the Operative Documents. The Restructuring Transaction requires pursuing an out-of-court restructuring and recapitalization transaction on the terms and conditions set forth in the Operative Documents and the Restructuring Documents.
(b) Each of the Restructuring Documents shall be consistent in all respects with, and shall contain, the terms and conditions set forth in the Operative Documents and shall otherwise be in form and substance acceptable to the Company and the Supporting Parties.
Proposed Restructuring. The principal terms of the proposed restructuring are set forth on the term sheet annexed hereto as Exhibit A (which term sheet is expressly incorporated by reference herein and made binding on the Parties as a part of this Agreement as if fully set forth herein (as such term sheet may be modified in accordance with Section 14 hereof, the “Restructuring Term Sheet”)). The restructuring of the Company’s indebtedness and equity, including the Preferred Stock, incorporating the terms and conditions set forth herein and in the Restructuring Term Sheet and containing no other provisions adverse to UBS except as the Company and UBS may expressly consent to in writing is referred to herein as the “Restructuring”. The Restructuring shall be implemented on a consensual basis, either out-of-court or through the Chapter 11 Case, and will provide for, among other things, treatment of the Preferred Stock as specified in the Restructuring Term Sheet.
Proposed Restructuring. The Proposed Restructuring shall satisfy each of the following conditions:
(i) each step of the Proposed Restructuring shall have been consummated on or before July 31, 2018 (or such later date agreed to in writing by the Administrative Agent);
(ii) during the period commencing on the Second Amendment and Limited Consent Effective Date and ending on the date of the consummation of the last step outlined in the Plan of Restructuring, no Event of Default shall have occurred and be continuing after giving effect to this Amendment and Limited Consent. For the avoidance of doubt, at the time of and immediately after giving effect to any Borrowing consummated in connection with the Proposed Restructuring, no Default shall have occurred and be continuing; and
(iii) concurrently with the consummation of the last step outlined in the Plan of Restructuring (or such later date as agreed to in writing by the Administrative Agent), the Administrative Agent (or its counsel, ▇▇▇▇▇▇▇▇ PC) shall have received, on terms and conditions, and subject to documentation in form and substance reasonably satisfactory to the Administrative Agent the following items:
(i) an amended and restated Schedule 6.01(a) of the Agreement and (ii) an amendment to the Security Agreement described in clause (a) of the definition of "Security Agreement" amending and restating the list of Intercompany Notes on Exhibit F of such Security Agreement, each of which shall be certified by the Borrower Representative as being complete, true and accurate as of the date of delivery, and B. a certificate signed by a Financial Officer certifying that the conditions set forth in Section 3.2(a) of this Amendment and Limited Consent have been satisfied.
Proposed Restructuring. The principal terms of the Restructuring are set forth on the term sheet attached hereto as Exhibit 1 (as such term sheet may be modified in accordance with Section 14 hereof and together with all exhibits, annexes, schedules, appendices and amendments thereto, the “Restructuring Term Sheet”). The Restructuring will be implemented pursuant to various agreements and related documentation, including, without limitation, the following documents required to implement the Restructuring, which documents shall be consistent in all material respects with the Restructuring Term Sheet and this Agreement, shall be executed (if such document requires execution), and shall be filed with the Bankruptcy Court (the “Plan Documents”) shall be subject to the consent rights of the Requisite Creditor Parties1 as set forth herein, in each case as applicable in accordance with the Milestones set forth in the Restructuring Term Sheet:
Proposed Restructuring. The proforma financial effects of the Proposed Restructuring on the Group based on the unaudited consolidated financial statements of the Company and its subsidiaries (“Group”) for the 6-months ended 30 September 2011 were set out in the 11 March Announcement. The Amended and Restated Agreement is not expected to have any material impact on the proforma financial effects which were previously announced.
Proposed Restructuring