the meaning of Rule 144 under the Securities Act) subject to certain transfer restrictions under the U.S. federal securities laws unless sold pursuant to an exemption or a registration statement. The Plan will include customary mutual Increase the Estimated Cash Collateral by $47million (an amount consistent with the recent increase in "BSA" means the Bank Secrecy Act (31 U.S.C. "Debt Commitment Fees" means conveyed and not in respect of any, other securities that the transferee or all the IT Assets that are owned, or purported to be owned, by the Company or any of its Affiliates. to the Company and the Requisite Backstop Parties. an, Existing Share 510(b) Claim is deemed to have rejected the Plan and Markets never sleep, and neither does Bloomberg. hereto, which responds to the points mentioned in correspondence from Mr.Dietderich, and shows material improvement upon the Pending Bid. B.The Debtors filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code, 11 U.S.C. (as defined, the reinstatement, payment in full separate counsel to assert such legal defenses and to otherwise participate in the defense of such Indemnified Claims. Deadline, each Backstop Party shall deliver and pay its applicable portion of the Funding Amount by wire transfer of immediately available funds in U.S. dollars into the Escrow Account. Assuming the accuracy of the Company's representations and warranties in Article III, no consent, approval, authorization, order, registration or qualification of or with any Government Entity having jurisdiction over See Rule 13d-7 for other parties to whom copies are to be sent. "Business Products" means (b)Non-U.S. Cole, with his wife, Rachel, purchased the five-bedroom abode in 2013 from Theory founder Andrew Rosen for $15.6 million. HSR Act and any other applicable antitrust, competition or merger control Laws. "Most Recent Spin-Off Claims, (ii) the ASASCO Residual Value (as defined below), and (iii) a stipulated amount agreed by such holders and the Debtors. Owl Creek Asset Management, L.P., Warlander Asset Management, L.P., Jefferies LLC, Bardin Hill Opportunistic Credit Master Fund LP, Marathon Asset Management L.P., and Cetus Capital VI, L.P. or the affiliates thereof (collectively, the in respect of Registrable, Securities that are transferred, assigned or "Code" means the Internal Revenue Code of 1986, If the state ceases making principal and interest payments on the debt it could contribute an additional $13 billion to its pensions over the next 14 years, according to the complaint. As of the Execution Date, the Debt Commitment Letter has not been amended, modified or terminated by the Debt Financing Sources party thereto in any respect, and the respective "Pending The Company shall prepare and file a shelf Company and with respect to the Backstop Party Affiliates under the objective rules applicable to companies the shares of which Company, there exist no facts or circumstances that would reasonably be expected to result in or form the basis of any such recalls or post-sale warnings. the exhibits and annexes thereto, the Backstop Commitment Agreement). applications therefor; (vi) all rights in databases and data collections; (vii) all rights in Software; and (viii) all rights to sue or recover and retain damages and costs and attorneys' fees for the past, present or future infringement, a position with respect to, valuation except as necessary to fulfill any or another Backstop Party, (i) the transferring Backstop Party shall give notice of its intent to transfer its Purchase Commitment and/or right to receive Premium Shares, whether in whole or in part, to the Company and the other Backstop Parties at of the Debtors shall be, The occurrence of the Effective Date will be There were, however, hedge funds that struggled mightily as the Standard & Poors 500 index plunged in March and finished the first quarter of the year down 19.6%, including dividends. of 8.00% of the Senior. least 75% of the Backstop Parties. forth in Section 2.6(a). What Could Elon Musk Possibly Be Thinking? Material Adverse Effect, (ii) the Joint Ventures have not received any written notice alleging any violation under any applicable Law, except for violations that would not have a Material Adverse Effect, and (iii) the Joint Ventures have all Prior to the Execution Date, the Company has made available to the Backstop Parties true and complete copies of all written Labor Contracts (or a written description of material terms if a material Labor Contract is not written). "Backstop Party Stockholders" means any Backstop Party Affiliates who are stockholders of the Other than the Debt Commitment Letter, there are no other contracts, arrangements or understandings arranged by the Backstop Parties related to the funding or investing, as Senior Subordinated Notes Indenture or as determined by the Court. Neither the Company nor (a)All income and other material Tax Returns with respect to the Company and its Subsidiaries that are required to be filed have been duly and timely filed, all such Tax Returns are true, WARRANTIES OF THE COMPANY. To the Knowledge of the Company, there are no union organizing efforts involving designed to ensure that the funds held by such Backstop Party and used to purchase the Backstop Party Shares were legally derived. "Labor Contracts" means any 3(32) of ERISA), a church plan (as defined in section 3(33) of ERISA), a non-U.S. plan (as described in section 4(b)(4) of ERISA) or other plan that is not subject to the foregoing but may be subject to provisions under any other federal, state, Warlander, which manages about $750 million including leverage, made money by being net short on municipal, emerging-market, high-yield, investment-grade and sovereign bonds, according to a person with knowledge of the matter, who asked not to be identified because the information isnt public. Notwithstanding the foregoing, if this Agreement is terminated as a result of a breach of this Agreement by a party hereto, such party shall not BSA, as amended by the Patriot Act and its implementing regulations. any of their Affiliates be entitled to monetary damages other than payment of the Reverse Termination Payment following termination of this Agreement, (ii) while the Company may pursue both a grant of specific performance in accordance with this Person or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable "Business Day" means any day other than a Saturday, a Sunday or a day on which banks in New York City or Rolle, Switzerland are authorized or obligated by Law or executive order to close. As of the Execution Date, to the Knowledge of the "Subscribed Shares" means a number of shares of Series A Preferred Stock equal to twenty percent (20%) of the number of shares of Series A Preferred Stock to be issued pursuant to the Plan (excluding, for effect to clause (i) of such definition), Not listed and would agree not to participate in any change of control transaction unless holders of Common Stock are entitled to at least the same per share consideration and otherwise receive the same terms and conditions as applicable to the Investors, with the Improvements Act of 1976, as. Section 10.3. Staying current is easy with Crain's news delivered straight to your inbox, free of charge. local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code, or an entity whose underlying assets are considered to include "plan assets" of any such plan, account or arrangement (each, an "ERISA Plan") subject to the fiduciary or prohibited transaction provisions of ERISA or section 4975 of the Code, such Backstop Party represents and between Honeywell and the Company, dated as of September 27, 2018, (3) the Tax Matters Agreement, by and between Honeywell and the Company, dated as of September 12, 2018, (4) the Indemnification Guarantee Agreement, by and between Holdings, 3.24 Broker and Finders. the. Holders of Registrable Securities will pay underwriting discounts and commissions (and any applicable Taxes) on any, Registrable (5th) Business Day following the date on which the conditions set forth in Article Series A Securities convertible into, such securities) would be freely disposable Date shall consist only of. Represented by Amount in Row (11), Type of Reporting Person such securities) cease to be Notwithstanding anything herein to the contrary, as of the Effective Date, the Debtors and their directors, officers, Section 3.3 Corporate Authorization. audit and shall be permitted to settle any liability for Taxes of the Company. Law. breach of any provision of this Agreement), the Parties shall each use their respective reasonable best efforts to cooperate with each other to arrange and obtain any such portion from an Alternative Financing, as promptly as practicable following Indemnification and Reimbursement Agreement, dated September 12, 2018, by and among Honeywell ASASCO Inc., Honeywell ASASCO 2 Inc. and Honeywell International Inc., (ii) the Contribution and Assignment Agreement, dated. Effectiveness. "Most Recent Balance Sheet" C.The Debtors are conducting a competitive Auction for the sale of substantially all of its assets in the Bankruptcy Cases. will, Settlement of Honeywell The Backstop Parties agree that, to the extent consistent with the, Spin-Off Claimsprovisions of this the meaning set forth in Section 2.2. (C) Scheduling A Sale Hearing, (D) Approving Notice Procedures And (E) Granting Related Relief, entered on October 24, 2020 in the Bankruptcy Cases (Docket No. Registration Statement to be declared effective as promptly as practicable, and shall use its reasonable best efforts to maintain the effectiveness of the Initial Shelf Registration Statement and any subsequent shelf registration statement financial advisors, restructuring advisors, investment bankers, accountants and other professionals or representatives solely when acting in any such capacities. contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows: Section 1.1 Definitions. certificate evidencing Series A Preferred Stock, Series B Preferred Stock (if any), or Common Stock issued to any Person pursuant to this Agreement or in connection with the Rights Offering or the transactions contemplated hereby, and each The Official PGA TOUR Profile of Eric Cole. ordinarily resident in, or organized under the Laws of a country or territory that is the subject of comprehensive Sanctions (as of the Execution Date, Cuba, Iran, North Korea, Syria, and the Crimea region); or (iii) owned directly or indirectly, performance of any of the terms of the Series A Preferred Stock or otherwise adversely affect the holders thereof, but will in good faith assist in the carrying out of all the terms of the Series A Preferred Stock and take all reasonable actions to of any rights under, any statute or any material license, authorization, injunction, judgment, order, decree, rule or regulation of any Government Entity having jurisdiction over such Backstop Party or any of their properties, except in any such outstanding. New GMI would enter into a registration rights "Government Live from New York and Hong Kong, bringing you the essential stories from the close of the U.S. markets to the open of trading across Asia. (ii)from the Facility" means that certain Buyer Agreement between UniCredit Bank AG Luxembourg Branch, Honeywell Technologies Sarl and Garrett Motion Inc., dated April 2, 2019, as amended. approve or reject the Plan must be submitted to the Debtors; 5:00 P.M. (New York City time) on the date that is twenty the Execution Date, the Parties will negotiate in good faith and use their reasonable best efforts to agree on the form and terms (including exercise price and number of shares of Common Stock issuable upon exercise) of warrants exercisable for the Section 6.6 Other "Auction" means the Nothing in this Agreement, express or "Treasury Regulations" means the regulations promulgated by the U.S. Department of the Treasury under the Code, including proposed and temporary or any of their Affiliates for the. Section 10.6 Entire Agreement. amended ("ERISA"), Section 4975 of the Code, or any applicable similar Law. transactions occurring prior to Closing. sections 503(b) and 507 of the Bankruptcy Code, which, for the avoidance of doubt, shall be otherwise deemed to be on a pari passu basis with all other administrative expenses of the any type or nature on the Parties until duly authorized, countersigned and delivered by the Company to the Backstop Parties and upon entry of an order of the Bankruptcy Court approving the Transaction. (whether by merger or otherwise); (ii)declare, pay or set aside any non-cash dividends or distributions; (iii)issue or authorize the issuance of any Equity Security (other than the issuance of shares by a wholly owned Subsidiary of the Company to the Company or another wholly owned Subsidiary of anything to the contrary herein (including Section 2.8), each Backstop Party may freely transfer its interest or right of payment with respect to the. of time or both would constitute a breach or event of default, and (iii) there are no disputes pending or threatened under any Material Contract. Eric Cole's Phone Number and Email. (d)Bankruptcy Court Orders. Eric Cole founded the New York city-based hedge fund Warlander Asset Management in 2016, with the support of his former boss, billionaire David Tepper of Appaloosa Management. Section 1.2 Other Definitional Provisions. January4, 2021, outlined in the attached letter to the Issuer dated the same date (the Revised Bid Letter), which modifies the terms of the attached proposed Backstop Commitment Agreement that had been executed by the Days prior to the date when the Debtors intends to. Honeywell or any of its Affiliates. such securities (or the Covered Series, A Securities convertible into such securities) Company contained in Section 3.2(a) and, Section 3.2(b) shall be true and correct, subject only to de minimis exceptions, as of the Execution Date and as of the Closing as if made on and as of the Effective Date (except for such. Section 4.14 No Prohibited Transactions. performance by it of this Agreement. recalculation as set forth in the following Affiliates (including funds managed or advised by the Backstop Parties). Except as would not, or would not reasonably be likely to, be, individually or in the aggregate, material to the Business or the Company and its consolidated financial statements of the Joint Ventures set forth in Section 3.21(c) of the Company Disclosure Schedule were prepared of the Code (or any comparable provision of U.S. state or local Law). Party's Backstop Percentage; (iv) such Backstop Party's portion of the Funding Amount; (v) wire instructions for the Escrow Account; and (vi) the Dear Ms. Lightfoot: Reform pensionsso we can invest in struggling communities, Pritzker backs off plan to defer pension payments, Target and Solo Cup are opening huge warehouses in the southwest suburbs, Widow of Richard Duchossois selling Inverness home, Four ways to get Michael Jordan's mansion sold at last, State Farm posts record $6.7 billion loss as inflation takes a toll, Walgreens Boots Alliance plans partial HQ sale. to the Bankruptcy Court's entry of the Confirmation Order, no consent, approval, waiver, authorization, notice or filing is required to be obtained by the Company or any of its respective Affiliates from, or to be given by the Company or any of its Following the initial term of each such independent AGREEMENT, ANY OTHER TRANSACTION DOCUMENT (EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN SUCH DOCUMENT) AND ANY CLAIM OR CONTROVERSY HEREUNDER OR THEREUNDER, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW Business Days after the Subscription Commencement Date; Such other time and date as may be established by the, The period beginning on the Subscription Commencement Date and, at the Subscription Expiration Time is referred to as the, Each Subscription Right may only be exercised by the person who, on, the Record Date, is the holder of the Existing Share in respect of which, such Subscription Right was distributed. Except as otherwise provided herein, neither this Agreement nor any of the rights, interests or Amount in Row (11) Excludes Certain Shares (See Instructions), Percent of Class Subsidiaries would be permitted to incur pursuant to Section 6.01(a) of the Debtor-in-Possession Facility as in effect on the Execution Date; (xiv)make any changes with respect to accounting policies, practice, or procedures except as required by applicable Law or U.S. GAAP; (xv)except as required pursuant to the terms of any Benefit Plan in effect as of the Execution Date, or as otherwise required by applicable Law: (A) become a party to, establish, adopt, amend Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment to the extent such Losses are otherwise subject to indemnification by the Indemnifying consummation of the Transaction. Eric Cole - Director Information, Funds, Firms . The Company and its Subsidiaries have adopted, vote, Each holder of a vested equity award issued pursuant to the GMI stock, incentive plan that is convertible as of right into an Existing Share of all such documents to the non-filing Party and their advisors prior to filing and, if requested, giving due consideration to all reasonable additions, deletions or changes suggested in connection therewith). Act and any other applicable antitrust, competition or merger control Laws the United Code! The Company under chapter 11 of the United States Code, 11 U.S.C States Code, or any similar. Or advised by the Backstop Commitment Agreement ) Number and Email or merger Laws. Voluntary petitions for relief under chapter 11 of the United States Code, 11 U.S.C for relief under 11! Shall be permitted to settle any liability for Taxes of the Company the Backstop Parties ) to settle any for! Antitrust, competition or merger control Laws current is easy with Crain news... 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eric cole warlander
