Common use of Restructuring Transactions Clause in Contracts

Restructuring Transactions. Before, on, and after the Effective Date, the Debtors or Reorganized Debtors, as applicable, shall consummate the Restructuring Transactions and may take all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the Plan that are consistent with and pursuant to the terms and conditions of the Plan, including: (1) the execution and delivery of any appropriate agreements or other documents of merger, consolidation, restructuring, conversion, disposition, transfer, formation, organization, dissolution, or liquidation containing terms that are consistent with the terms of the Plan, the Plan Supplement, and the RSA; (2) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan, the Plan Supplement, and the RSA and having other terms to which the applicable Entities may agree; (3) the execution, delivery and filing, if applicable, of appropriate certificates or articles of incorporation, formation, reincorporation, merger, consolidation, conversion, or dissolution pursuant to applicable state law, including any applicable Governance Documents; (4) the execution and delivery of the Exit Facilities Documents and entry into the Exit Facilities; (5) pursuant to the RO Documents, the implementation of the Rights Offering, the distribution of the Rights to the RO Eligible Offerees, and the issuance of the RO Term Loans, RO Backstop Term Loans, RO Common Shares, RO Backstop Shares, and RO Premium Shares in connection therewith; (6) the issuance and distribution of the New Equity Interests as set forth in the Plan; (7) the reservation of the Management Incentive Plan Pool; (8) the issuance and distribution of the DIP Commitment Shares; (9) such other transactions that are required to effectuate the Restructuring Transactions, including any transactions set forth in the Description of Restructuring Steps; and (10) all other actions that the applicable Entities determine to be necessary or appropriate, including making filings or recordings that may be required by applicable law. The Confirmation Order shall and shall be deemed to, pursuant to both section 1123 and section 363 of the Bankruptcy Code, authorize, among other things, all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the Plan. The terms of the Restructuring Transactions will be structured to maximize tax efficiencies for each of the Debtors and the Consenting Stakeholders, as agreed to by the Debtors and the Required Consenting Stakeholders and in accordance with the Plan and the Plan Supplement.

Restructuring Transactions. Before, on, and after On the Effective Date, contemporaneously with the Debtors or Reorganized Debtors, as applicable, shall consummate the Restructuring Transactions cancellation and may take discharge of all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the Plan that are consistent with and Claims pursuant to the terms Plan and conditions the issuance of the New Common Stock, the Reorganized Debtors may effect corporate restructurings of their respective businesses, including actions to simplify, reorganize and rationalize the overall reorganized organizational structure of the Reorganized Debtors (together, the “Restructuring Transactions”). The Restructuring Transactions may include (i) dissolving companies or creating new companies, (ii) merging, dissolving, transferring assets or otherwise consolidating any of the Debtors in furtherance of the Plan, including: or engaging in any other transaction in furtherance of the Plan, (1iii) the execution executing and delivery of any delivering appropriate agreements or other documents of merger, consolidation, restructuring, conversion, disposition, transfer, formation, organization, dissolution, liquidation, domestication, continuation or liquidation reorganization containing terms that are consistent with the terms of the Plan, Plan and that satisfy the Plan Supplement, and the RSArequirements of applicable law; (2iv) the execution executing and delivery of delivering appropriate instruments of transfer, assignment, assumption, assumption or delegation of any asset, property, right, liability, debt, debt or obligation on terms consistent with the terms of the Plan, the Plan Supplement, and the RSA and having other terms to which the applicable Entities may agree; (3v) the execution, delivery and filing, if applicable, of filing appropriate certificates or articles of incorporation, formation, reincorporation, merger, consolidation, conversion, consolidation or dissolution or other filings or recordings pursuant to applicable state law; and (vi) taking any other action in connection with such organizational restructurings. In each case in which the surviving, including resulting or acquiring Entity in any applicable Governance Documents; (4) of these transactions is a successor to a Reorganized Debtor, such surviving, resulting or acquiring Entity will perform the execution and delivery obligations of the Exit Facilities Documents and entry into the Exit Facilities; (5) applicable Reorganized Debtor pursuant to the RO Documents, the implementation of the Rights Offering, the distribution of the Rights to the RO Eligible OffereesPlan, and paying or otherwise satisfying the issuance applicable Allowed Claims. Implementation of the RO Term Loansany Restructuring Transactions shall not affect any performance obligations, RO Backstop Term Loansdistributions, RO Common Sharesdischarges, RO Backstop Sharesexculpations, and RO Premium Shares in connection therewith; (6) the issuance and distribution of the New Equity Interests as releases or injunctions set forth in the Plan; (7) the reservation of the Management Incentive Plan Pool; (8) the issuance and distribution of the DIP Commitment Shares; (9) such other transactions that are required to effectuate the Restructuring Transactions, including any transactions set forth in the Description of Restructuring Steps; and (10) all other actions that the applicable Entities determine to be necessary or appropriate, including making filings or recordings that may be required by applicable law. The Confirmation Order shall and shall be deemed to, pursuant to both section 1123 and section 363 of the Bankruptcy Code, authorize, among other things, all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the Plan. The terms of the Restructuring Transactions will be structured to maximize tax efficiencies for each of the Debtors and the Consenting Stakeholders, as agreed to by the Debtors and the Required Consenting Stakeholders and in accordance with the Plan and the Plan Supplement.

Restructuring Transactions. Before, on, and after On or before the Effective Date, or as soon as reasonably practicable thereafter, the Debtors or Reorganized Debtors, as applicable, shall consummate the Restructuring Transactions and may are authorized in all respects to take all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the this Plan that are consistent with and pursuant to the terms and conditions of the this Plan, including: (1) the execution and delivery of any appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, formation, organization, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the this Plan, the Plan Supplement, and the RSA; (2) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the this Plan, the Plan Supplement, and the RSA and having other terms to which the applicable Entities may agree; (3) the execution, delivery delivery, and filing, if applicable, of appropriate certificates or articles of incorporation, formation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state lawLaw, including any applicable Corporate Governance Documents; (4) the execution and delivery of the Exit Facilities Documents and entry into the Exit Facilities; (5) pursuant to the RO Documents, the implementation of the Rights Offering, the distribution of the Rights to the RO Eligible Offerees, and the issuance of the RO Term Loans, RO Backstop Term Loans, RO Common Shares, RO Backstop Shares, and RO Premium Shares in connection therewith; (6) the issuance and distribution of the New Equity Interests Series A Units, Series A-1 Units, Series B Units, and Class C Units, as set forth in the this Plan; (75) the reservation adoption of the Management Incentive Plan PoolPlan; (8) the issuance and distribution of the DIP Commitment Shares; (96) such other transactions that are required to effectuate the Restructuring Transactions, including any transactions set forth in the Description of Restructuring StepsTransactions Memorandum; and (107) all other actions that the applicable Entities determine to be necessary or appropriate, including making filings or recordings that may be required by applicable lawLaw in connection with this Plan. The Confirmation Order shall shall, and shall be deemed to, pursuant to both section sections 1123 and section 363 of the Bankruptcy Code, authorize, among other things, all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the this Plan. The terms of the Restructuring Transactions will be structured to maximize tax efficiencies for each of the Debtors and the Consenting Stakeholders, as agreed to by the Debtors and the Required Consenting Stakeholders and in accordance with the Plan and the Plan Supplement.

Restructuring Transactions. Before, on, and after On or before the Effective DateDate or as soon as reasonably practicable thereafter and with the consent of the Requisite Majority Consenting Noteholders, the Debtors or the Reorganized Debtors, Debtors (as applicable) are authorized, shall consummate without further order of the Restructuring Transactions and may Bankruptcy Court, to take all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, by or necessary to effectuate the Plan that are consistent Restructuring Transactions under and in connection with and pursuant to the terms and conditions of the this Plan, including, without limitation: (1a) the execution and delivery of any all appropriate agreements or other documents of merger, consolidation, restructuring, conversion, disposition, transfer, formation, organization, dissolution, dissolution or liquidation containing terms that are consistent with the terms of the this Plan, and that satisfy the Plan Supplement, requirements of applicable law and any other terms to which the RSAapplicable Entities may agree; (2b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, assumption or delegation of any asset, property, right, liability, debt, debt or obligation on terms consistent with the terms of the Plan, the this Plan Supplement, and the RSA and having other terms to for which the applicable Entities may parties agree; (3c) the executionrejection or assumption, delivery and filing, if as applicable, of Executory Contracts and Unexpired Leases; (d) selection of the board of directors (or equivalent) of the Reorganized Debtors; (e) the filing and/or execution of appropriate limited liability company agreements, certificates or articles of incorporation, formationincorporation or organization, reincorporation, merger, consolidation, conversion, conversion or dissolution pursuant to applicable state law, including any applicable Governance Documents; (4f) the execution and delivery consummation of the Exit Facilities Documents transactions contemplated by any post-effective date financing and entry into the Exit Facilitiesexecution thereof; (5g) pursuant to the RO Documents, the implementation of the Rights Offering, the distribution of the Rights to the RO Eligible Offerees, and the issuance of the RO Term Loans, RO Backstop Term Loans, RO New Common Shares, RO Backstop SharesStock and the New Warrants, and RO Premium Shares in connection therewith; (6) the issuance and distribution execution of the New Equity Interests as set forth in the Plan; (7) the reservation of the Management Incentive Plan Pool; (8) the issuance and distribution of the DIP Commitment Shares; (9) such other transactions that are required to effectuate the Restructuring Transactions, including any transactions set forth in the Description of Restructuring Stepsall documents related thereto; and (10h) all other actions that the applicable Entities determine to be necessary or appropriate, including making filings or recordings that may be required by applicable law. The Confirmation Order shall and shall be deemed to, pursuant to both section 1123 and section 363 of the Bankruptcy Code, authorize, among other things, all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the Plan. The terms of the Restructuring Transactions will be structured to maximize tax efficiencies for each of the Debtors and the Consenting Stakeholders, as agreed to by the Debtors and the Required Consenting Stakeholders and in accordance with the Plan and the Plan Supplement.

Restructuring Transactions. Before, on, and On or after the Effective Confirmation Date, the Debtors or Reorganized Debtors, as applicable, shall consummate be authorized to enter into such transactions and take such other actions as may be necessary or appropriate to effectuate a corporate restructuring of their business, to otherwise simplify the overall corporate structure of the Debtors, or to organize certain of the Debtors under the Laws of jurisdictions other than the jurisdictions in which such Debtors currently are organized, which restructuring may include one or more mergers, consolidations, acquisitions, transfers, assignments, dispositions, liquidations, or dissolutions as may be determined by the Debtors, in accordance with the Plan Support Agreement, the Backstop Agreement, and the Restructuring Transactions Transaction Memorandum (collectively, the “Restructuring Transactions”). In each case in which the surviving, resulting, or acquiring Entity in any such transaction is a successor to a Debtor, such surviving, resulting, or acquiring Entity shall perform the obligations of such Debtor pursuant to this Plan to satisfy the Allowed Claims against, or Allowed Interests in, such Debtor, except as provided in any contract, instrument, or other agreement or document effecting a disposition to such surviving, resulting, or acquiring Entity, which provides that another Debtor shall perform such obligations. In effectuating the Restructuring Transactions, the Debtors shall be permitted to: (a) execute and deliver appropriate agreements or other documents of merger, consolidation, restructuring, disposition, transfer, assignment, liquidation, or dissolution containing terms that are consistent with the terms of this Plan and the Confirmation Order and that satisfy the requirements of applicable state Law and such other terms to which the applicable Entities may agree; (b) execute and deliver appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, Liability, duty, or obligation on terms consistent with the terms of this Plan and having such other terms to which the applicable Entities may agree; (c) file appropriate certificates or articles of merger, consolidation, or dissolution pursuant to applicable state Law; and (d) take all other actions that the applicable Entities determine to be necessary or appropriate, in accordance with the consent rights set forth in the Plan Support Agreement and the Backstop Agreement, including making filings or recordings that may be required by applicable Law in connection with such transactions. Upon the Confirmation Date, without any further Bankruptcy Court approval, the Debtors shall have the right, but not the obligation, to acquire any asset of any other Debtor (including a Debtor for which Confirmation of this Plan has not occurred) in exchange for an assumption of certain Liabilities of such Debtor (including all General Unsecured Claims asserted against such Debtor’s Estate, which General Unsecured Claims shall receive the treatment provided to such Claims under Article III.B.5 of this Plan regardless of the treatment of any other Claim or Interest of any acquiring Debtor), provided that the acquiring Debtor and the selling Debtor each determine that such transfer, in the exercise of its business judgment, and in accordance with and subject always to the consent rights set forth in the Plan Support Agreement and the Backstop Agreement, is in the best interest of such Debtor and its respective Estate. On the Effective Date, or as soon as reasonably practicable thereafter, the Debtors or the Reorganized Debtors may take all actions consistent with this Plan, the Confirmation Order, the Plan Support Agreement, the Backstop Agreement, and the Restructuring Transaction Memorandum, as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the Plan that are consistent Restructuring Transactions under and in connection with and pursuant to the terms and conditions of the this Plan, including: : (1a) the execution and delivery of any appropriate agreements or other documents of mergerexecution, consolidationadoption, restructuringamendment, conversion, disposition, transfer, formation, organization, dissolution, or liquidation containing terms that are consistent with the terms of the Plan, the Plan Supplement, and the RSA; (2) the execution and and/or delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, interest, right, liabilityLiability, debt, or obligation on terms consistent with the terms of the Plan, the this Plan Supplement, and the RSA Confirmation Order, and having other terms to for which the applicable Entities may parties agree; , including the Exit Facilities, the Rights Offerings, and New Warrants; (3b) the execution, delivery and filing, if applicable, filing of appropriate certificates or articles of incorporation, formation, reincorporation, merger, consolidation, conversion, or dissolution pursuant to applicable state law, including any applicable Governance Documents; Law; (4c) the execution and execution, adoption, amendment, and/or delivery of the Exit Facilities Documents and entry into applicable documents included in the Exit Facilities; (5) pursuant Plan Supplement, to the RO Documentsextent required by the Debtors, including, but not limited to, the implementation of the Rights Offering, the distribution of the Rights to the RO Eligible Offerees, and the issuance of the RO Term Loans, RO Backstop Term Loans, RO Common Shares, RO Backstop Shares, and RO Premium Shares in connection therewithRestructuring Documents where relevant; and (6) the issuance and distribution of the New Equity Interests as set forth in the Plan; (7) the reservation of the Management Incentive Plan Pool; (8) the issuance and distribution of the DIP Commitment Shares; (9) such other transactions that are required to effectuate the Restructuring Transactions, including any transactions set forth in the Description of Restructuring Steps; and (10d) all other actions that the applicable Entities determine to be necessary or appropriate, in the most tax efficient manner to the extent commercially reasonable, including making filings or recordings that may be required by applicable lawLaw and opening new bank accounts, but in each case only to the extent not inconsistent with the Plan Support Agreement and the Backstop Agreement. The Confirmation Order shall For purposes of consummating this Plan and shall be deemed tothe Restructuring Transactions, pursuant to both section 1123 and section 363 none of the Bankruptcy Codetransactions contemplated in this Article IV.B shall constitute a change of control under any agreement, authorizecontract, among or document of the Debtors. Each officer, member of the board of directors, or manager of the Debtors is (and each officer, member of the board of directors, or manager of the Reorganized Debtors shall be) authorized and directed to issue, execute, deliver, file, or record such contracts, securities, instruments, releases, indentures, and other thingsagreements or documents, all and take such actions as may be necessary or appropriate to effect effectuate, implement, and further evidence the terms and conditions of this Plan and the securities issued pursuant to this Plan in the name of and on behalf of the Reorganized Debtors, all of which shall be authorized and approved in all respects, in each case, without the need for any transaction described inapprovals, approved byauthorizations, contemplated byconsents, or necessary to effectuate any further actions required under applicable Law, regulation, Order, or rule (including, without limitation, any action by the Plan. The terms of the Restructuring Transactions will be structured to maximize tax efficiencies for each shareholders or directors or managers of the Debtors and or the Consenting StakeholdersReorganized Debtors) except for those expressly required pursuant to this Plan. All matters provided for herein involving the corporate structure of the Debtors or Reorganized Debtors, as agreed to or any corporate, limited liability company, or related action required by the Debtors or Reorganized Debtors in connection herewith shall be deemed to have occurred and shall be in effect, without any requirement of further action by the Required Consenting Stakeholders shareholders, members, directors, or managers of the Debtors or Reorganized Debtors, and in accordance with like effect as though such action had been taken unanimously by the Plan and shareholders, members, directors, or managers, as applicable, of the Plan SupplementDebtors or Reorganized Debtors.

Restructuring Transactions. BeforeOn or before the Effective Date or as soon as reasonably practicable thereafter, onthe Plan Administrator, the Post-Effective-Date Debtor Subsidiaries, the Post-Effective-Date ▇▇▇▇▇ City Debtors, the Non-Debtor Subsidiaries, the Purchaser Parties, and after the Effective Date, the Debtors or Reorganized Debtors, as applicable, shall consummate the Restructuring Transactions and EIX may take all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the Plan that are consistent Restructuring Transactions under and in connection with and pursuant to the terms and conditions of the Plan, the Purchase Agreement, and the EIX Settlement Agreement, including, without limitation: (1) the execution and delivery of any all appropriate agreements or other documents of merger, consolidation, restructuring, conversion, disposition, transfer, formation, organization, dissolution, or liquidation containing terms that are consistent with the terms of the Plan, and that satisfy the Plan Supplement, requirements of applicable law and any other terms to which the RSAapplicable Entities may agree; (2) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan, the Plan Supplement, and the RSA and having other terms to for which the applicable Entities may parties agree; (3) the executionrejection or assumption, delivery and filing, if as applicable, of Executory Contracts and Unexpired Leases; (4) the filing of appropriate certificates or articles of incorporation, formation, reincorporation, merger, consolidation, conversion, or dissolution pursuant to applicable state law, including any applicable Governance Documents; (4) the execution and delivery of the Exit Facilities Documents and entry into the Exit Facilities; (5) pursuant to the RO Documents, the implementation consummation of the Rights Offering, transactions contemplated by the distribution of the Rights to the RO Eligible Offerees, and the issuance of the RO Term Loans, RO Backstop Term Loans, RO Common Shares, RO Backstop Shares, and RO Premium Shares in connection therewithPurchase Agreement; (6) the issuance and distribution of the New Equity Interests as set forth in and the Planexecution of all documents related thereto; (7) the reservation consummation of the Management Incentive Plan PoolPost-Effective-Date Reorganization Trust Matters; (8) the issuance and distribution MWG’s assumption of the DIP Commitment SharesPoJo Leases and Documents, subject to the PoJo Lease Modifications; (9) such other transactions that are required to effectuate the payment by the Reorganization Trust of the Agreed PoJo Cure Amount and PoJo Restructuring Transactions, including any Fees; and (10) the consummation of the transactions set forth in the Description of Restructuring Steps; and (10) all other actions that the applicable Entities determine to be necessary or appropriate, including making filings or recordings that may be required by applicable lawEIX Settlement Agreement. The Confirmation Order Debtors shall consult with the Committee and shall be deemed to, pursuant to both section 1123 and section 363 of the Bankruptcy Code, authorize, among Supporting Noteholders regarding any material Restructuring Transaction other things, all actions as may be necessary than those specifically described or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate provided for in the Plan. The terms of the Restructuring Transactions will be structured to maximize tax efficiencies for each of the Debtors and the Consenting Stakeholders, as agreed to by the Debtors and the Required Consenting Stakeholders and in accordance with the Plan and the Plan Supplement.

Restructuring Transactions. Before, on, and On or after the Effective Confirmation Date, or as soon as reasonably practicable thereafter, the Debtors or Reorganized Debtors, as applicable, shall consummate the Restructuring Transactions and may take all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the Plan that are Plan, consistent with and pursuant to the terms and conditions of the PlanRSA, including: (1a) the execution and delivery of any appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, reorganization, conversion, disposition, transfer, formationarrangement, organizationcontinuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan, the Plan Supplement, and the RSA; (2b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan, the Plan Supplement, and the RSA and having other terms to which the applicable Entities may parties agree; (3c) the execution, delivery and filing, if applicable, filing of appropriate certificates or articles of incorporation, formation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution or other certificates or documentation for other transactions as described in clause (a), pursuant to applicable state law, including any applicable Governance Documents; (4d) the execution and delivery of the Exit Facilities Documents and entry into the Exit FacilitiesNew Term Loan Agreement Documents; (5e) pursuant to the RO Documents, the implementation execution and delivery of the Rights Offering, the distribution of the Rights to the RO Eligible Offerees, and the issuance of the RO Term Loans, RO Backstop Term Loans, RO Common Shares, RO Backstop Shares, and RO Premium Shares in connection therewithNew Unsecured Notes Documents; (6f) the issuance and distribution of the New Equity Interests as set forth in the Plan; (7) the reservation of the Management Incentive Plan Pool; (8) the issuance and distribution of the DIP Commitment Shares; (9) such other transactions that are required to effectuate the Restructuring Transactions, including any transactions set forth in the Description of Restructuring StepsReorganized Holdco Interests; and (10g) all other actions that the applicable Entities determine to be necessary or appropriate, including making filings or recordings that may be required by applicable lawlaw in connection with the Restructuring Transactions. The Confirmation Order shall and Each of the matters provided for by the Plan involving the corporate structure of the Debtors or corporate or related actions to be taken by or required of the Reorganized Debtors, whether taken prior to or as of the Effective Date, shall be deemed to, pursuant to both section 1123 authorized and section 363 of approved in all respects without the Bankruptcy Code, authorize, among other things, all actions as may be necessary or appropriate to effect need for any transaction described in, approved by, contemplated by, or necessary to effectuate the Plan. The terms of the Restructuring Transactions will be structured to maximize tax efficiencies for each of the Debtors further corporate action and the Consenting Stakeholders, as agreed to without any further action by the Debtors or the Reorganized Debtors, as applicable. Such actions may include the following: (a) the adoption and filing of the Reorganized Holdco Organizational Documents; (b) the selection of the directors, managers, and officers for the Reorganized Debtors, including the appointment of the Reorganized Holdco Board; (c) the authorization, issuance, and distribution of Reorganized Holdco Interests; (d) the adoption or assumption, as applicable, of Executory Contracts or Unexpired Leases; (e) the entry into the New Term Loan A Facility and the Required Consenting Stakeholders New Term Loan B Facility and the execution and delivery of the New Term Loan Agreement Documents, as applicable; (f) the issuance of the New Unsecured Notes and the execution and delivery of the New Unsecured Notes Documents; and (g) the adoption of a Management Incentive Plan on terms and conditions determined by the Reorganized Holdco Board in accordance with Article IV.N of the Plan and the Plan SupplementPlan.

Restructuring Transactions. Before, on, and after On or before the Effective Date, the applicable Debtors or the Reorganized Debtors, as applicable, Debtors shall consummate the Restructuring Transactions enter into and may shall take all any actions as may be necessary or appropriate to effect any transaction described inthe Restructuring Transactions, approved by, contemplated by, as set forth in the Restructuring Transactions Memorandum or necessary to effectuate the Plan that are consistent with and pursuant as otherwise reasonably acceptable to the terms and conditions of the PlanRequired Consenting Stakeholders, includingwhich may include: (1) the execution and delivery of any appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, formationarrangement, organizationcontinuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan, the Restructuring Support Agreement, and that satisfy the applicable requirements of applicable law and any other terms to which the applicable Entities may agree, including the documents constituting the Plan Supplement, and the RSA; (2) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan, the Plan Supplement, and the RSA Restructuring Support Agreement, and having other terms to for which the applicable Entities may agree; (3) the execution, delivery delivery, and filing, if applicable, of appropriate certificates or articles of incorporation, formation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state law, including any applicable Governance Documents; (4) the execution and delivery of the Exit Facilities New Organizational Documents (including the New Stockholders Agreement); and entry into the Exit Facilitiesissuance, distribution, reservation, or dilution, as applicable, of the New Common Stock, as set forth herein; (5) pursuant to the RO Documents, the implementation execution and delivery of the Rights Offering, the distribution of the Rights to the RO Eligible Offerees, New RCF Documents and the issuance of the RO Term Loans, RO Backstop Term Loans, RO Common Shares, RO Backstop Shares, and RO Premium Shares in connection therewithTakeback Exit Documents; (6) the execution and delivery of the New Warrant Agreement, including the issuance and distribution of the New Equity Interests as set forth in the Plan; (7) the reservation of the Management Incentive Plan Pool; (8) the issuance and distribution of the DIP Commitment Shares; (9) such other transactions that are required to effectuate the Restructuring Transactions, including any transactions set forth in the Description of Restructuring StepsWarrants; and (107) all other actions that the applicable Entities determine determine, with the consent of the Required Consenting Stakeholders (which consent shall not be unreasonably withheld), to be necessary or appropriatenecessary, including making filings or recordings that may be required by applicable lawlaw in connection with the Plan. The Confirmation Order shall shall, and shall be deemed to, pursuant to both section sections 363 and 1123 and section 363 of the Bankruptcy Code, authorize, among other things, all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the Plan. The terms of , including the Restructuring Transactions will be structured to maximize tax efficiencies for each of the Debtors and the Consenting Stakeholders, as agreed to by the Debtors and the Required Consenting Stakeholders and in accordance with the Plan and the Plan SupplementTransactions.