Cancellation of Instruments, Certificates, and Other Documents Clause Samples
Cancellation of Instruments, Certificates, and Other Documents. On the Plan Effective Date, except to the extent otherwise provided herein or in the Plan, all instruments, certificates, and other documents evidencing debt of or equity interests in VNR and its subsidiaries shall be cancelled, and the obligations of VNR and its subsidiaries thereunder, or in any way related thereto, shall be discharged. Registration Rights To be determined by the Required Consenting Senior Note Backstop PartiesHolders. SEC Reporting To be determined by the Required Consenting Senior Note Backstop PartiesHolders. consummated in accordance with the terms and conditions of the Definitive Documents (the “Plan Effective Date”). order, and plan supplement documents) will be in form and substance acceptablesubject to the Company and the Senior Note Backstop Parties and consistent with this term sheet.documentation principles set forth in paragraph 3 of the RSA. The Plan shall contain customary conditions precedent (which shall be satisfactory to the Company and, the Required Consenting Senior Note Backstop PartiesHolders, and the Required Consenting RBL Lenders) to confirmation of the Plan and occurrence of the Plan Effective Date, some of which may be waived in writing by agreement of the Company and, the Required Consenting Senior Note Backstop PartiesHolders, and the Required Consenting RBL Lenders. The conditions precedent to the Plan Effective Date shall include, among other things, that the Debtors have received net cash proceeds in an amount not less than $75 million from the sale of their assets and properties in ▇▇▇▇▇▇▇▇▇ County, Texas. Hedging The Senior Note Backstop Parties will work with the Company shall use commercially reasonable efforts to implement a comprehensive hedging program during the bankruptcy and after emergence for no less than 80% of the Company’'s projected 2017 and 2018 production from its proved, developed, and producing reserves through calendar year 2018, not less than 60% of the Company's projected production from its proved, developed, and producing reserves through calendar year 2019 and not less than 40% of the Company's projected production from its proved, developed, and producing reserves through calendar year 2020, in each case, with certain RBL Lenders (or affiliates of RBL Lenders) willing to provide the same (the “Participating RBL Lenders”). The Company will file a motion (the “Hedge Motion”) seeking approval of an order (the “Hedge Order” approving entry into the hedge program and approving an agre...
Cancellation of Instruments, Certificates, and Other Documents. On the Effective Date, except as otherwise provided in the Plan or the Confirmation Order, (1) the DIP Facility, the Senior Secured Notes Documents, the Convertible Notes Documents, and any Interest, Certificate, share, note, bond, indenture, purchase right, option, warrant, or other instrument or document, directly or indirectly, evidencing or creating any indebtedness or obligation of, or ownership interest in, the Debtors giving rise to any Claim or Interest, including, for the avoidance of doubt, any and all shareholder or similar agreements related to Interests and the DIP Documents, Senior Secured Notes Documents, and Convertible Notes Documents shall terminate, be cancelled, discharged, and deemed surrendered, as applicable; none of the Reorganized Debtors shall have any continuing obligations thereunder, and the Prepetition Agents/Trustees, and its respective agents, successors, and assigns shall each be automatically and fully released and discharged of and from all duties and obligations thereunder, and (2) the obligations of the Debtors pursuant, relating, or pertaining to any agreements, indentures, certificates of designation, bylaws, certificate or articles of incorporation, or similar documents governing the shares, Certificates, notes, bonds, purchase rights, options, warrants, or other instruments or documents evidencing or creating any indebtedness or obligation of the Debtors shall be released; provided, that notwithstanding such termination, cancellation, discharge, Confirmation, Consummation, or anything to the contrary contained in the Plan, any such agreement that governs the rights of the Holder of an Allowed Claim (including the DIP Documents, Senior Secured Notes Documents, and Convertible Notes Documents) shall continue in effect solely for purposes of: (1) enabling (A) such Holder to receive Plan Distributions on account of such Allowed Claim, as provided herein and (B) the Prepetition Agents/Trustees to exercise their respective charging liens for the payment of fees and expenses and for indemnification as provided in the applicable indenture; (2) preserving all rights (including rights of enforcement), remedies, exculpations, indemnities (including with respect to any indemnification or contribution from the respective Holders of Allowed Claims under the DIP Documents, Senior Secured Notes Documents, and Convertible Notes Documents), powers, and protections of the Prepetition Agents/Trustees against any Entity, pursuant to and...
Cancellation of Instruments, Certificates, and Other Documents. On the Plan Effective Date, except to the extent otherwise provided above, all instruments, certificates, and other documents evidencing debt or equity interests in the Debtors shall be cancelled, and the obligations of the Debtors thereunder, or in any way related thereto, shall be discharged. Board of Directors of Reorganized JCEI The directors and officers of each of the Reorganized Debtors shall be the same directors and officers of each such Reorganized Debtor prior to the Plan Effective Date until replaced or removed in accordance with each such Reorganized Debtor’s organizational documents.
Cancellation of Instruments, Certificates, and Other Documents. On the Effective Date, except to the extent otherwise provided above or in the Plan, all instruments, certificates and other documents evidencing indebtedness or debt securities of, or Interests in, any of the Debtors shall be cancelled, and the obligations of the Debtors thereunder, or in any way related thereto, shall be discharged. Restructuring Expenses On the Effective Date, in addition to the Backstop Expenses, without the need to file a fee or retention application in the Chapter 11 Cases, the HCR Entities shall pay all reasonable and documented fees and expenses, including fees and expenses estimated to be incurred through the Effective Date to the extent invoiced at least one (1) business day prior to the Effective Date, of the Ad Hoc Group Advisors (the “Restructuring Expenses”).
Cancellation of Instruments, Certificates, and Other Documents. On the Plan Effective Date, except to the extent otherwise provided herein or in the Plan, all instruments, certificates, and other documents evidencing debt of or equity interests in VNR and its subsidiaries shall be cancelled, and the obligations of VNR and its subsidiaries thereunder, or in any way related thereto, shall be discharged. Plan Effective Date The effective date of the Plan, on which the Transaction shall be fully consummated in accordance with the terms and conditions of the Definitive Documents (the “Plan Effective Date”). The Plan shall contain customary conditions precedent (which shall be satisfactory to the Company and the Senior Note Backstop Parties) to confirmation of the Plan and occurrence of the Plan Effective Date, some of which may be waived in writing by agreement of the Company and the Senior Note Backstop Parties. Milestones Petition Date by February 3, 2017 Within 20 days of the Petition Date file: Plan Disclosure Statement Motion seeking approval of the Backstop Commitment Agreement and the Equity Commitment Agreement Within 50 days of the Petition Date obtain entry of orders approving the Backstop Commitment Agreement and the Equity Commitment Agreement Within 65 days of the Petition Date, obtain entry of an order approving the Disclosure Statement and solicitation procedures Within 125 of the Petition Date, obtain entry of the confirmation order Within 155 days of the Petition Date, consummate the Plan. All fees and expenses of the Senior Notes indenture trustees, Ad Hoc Senior Noteholders, and Senior Note Backstop Parties (including their respective counsel and financial advisors) to be paid in full whether incurred before or after execution of the RSA. All fees and expenses of one counsel and one financial advisor to the Ad Hoc 2L Noteholders and the 2L Investors (collectively) to be paid in full whether incurred before or after execution of the RSA, provided that payment (but not accrual) of the advisors to the Ad Hoc 2L Noteholders and the 2L Investors prior to LEGAL_US_W # 88534185.16 the effective date of the Plan will be subject to Bankruptcy Court approval. Company to execute (before execution of an RSA and the Backstop Commitment Agreement) fee letters with Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, PJT Partners LP, and an engineering firm to be retained by the Ad Hoc Senior Noteholders. LEGAL_US_W # 88534185.16 Illustrative Plan Petition Date 2/1/2017 Illustrative Plan Effective Date Exhibit A 7/31/...
Cancellation of Instruments, Certificates, and Other Documents. On the Effective Date, except to the extent otherwise provided above, all instruments, certificates, and other documents evidencing debt or equity interests in the Debtors shall be cancelled, and the obligations of the Debtors thereunder, or in any way related thereto, shall be discharged. Corporate Governance of the Reorganized Debtors The initial officers, managers, and directors of the reorganized Debtors (the “Reorganized Debtors”) shall be selected by the Consenting Lenders and disclosed in accordance with section 1129(a)(5) of the Bankruptcy Code.
Cancellation of Instruments, Certificates, and Other Documents. On the Effective Date, except to the extent otherwise provided herein, all instruments, certificates, and other documents evidencing debt or equity interests in Quiksilver Parent shall be cancelled, and the obligations of the Debtors thereunder, or in any way related thereto, shall be discharged. Issuance of New Common Stock The issuance of the New Common Stock under the Agreed Plan will be exempt from SEC registration under section 1145 of the Bankruptcy Code or section 4(a)(2) of the Securities Exchange Act of 1934, as applicable. The New Common Stock shall be deemed fully paid and non-assessable. Executory Contracts and Unexpired Leases The treatment (e.g., assumption, assumption and assignment, and/or rejection) of all executory contracts and unexpired leases to which the Debtors are party shall be acceptable to Oaktree. Corporate Governance The documentation evidencing the corporate governance for the Reorganized Debtors, including charters, bylaws, operating agreements, shareholder agreements, and/or other organizational documents (“Organizational Documents”), in each case shall be reasonably acceptable to Oaktree. Without limiting the foregoing, the Organizational Documents shall be amended and restated for the Reorganized Debtors in a manner consistent with section 1123(a)(6) of the Bankruptcy Code.
Cancellation of Instruments, Certificates, and Other Documents. Except as otherwise provided in this Plan or any agreement, instrument, or other document incorporated in this Plan or the Plan Supplement, on the Effective Date, (a) all notes, instruments, Certificates, and other documents evidencing Claims or Interests, including the Indentures and the RBL Credit Agreement, and (b) any other credit agreements and indentures, shall be terminated and canceled and the obligations of the Debtors thereunder or in any way related thereto shall be deemed satisfied in full and discharged and the Indenture Trustee and RBL Agent shall be released from all duties thereunder without any need for further action or approval by the Bankruptcy Court or any Holder or other person, provided that any contingent indemnification obligations relating to unasserted claims under the RBL Credit Agreement shall survive in accordance with their terms. In addition to the foregoing, the Indentures and the RBL Credit Agreement shall survive the occurrence of the Effective Date and shall continue in effect solely to the extent necessary to: (i) allow a Disbursing Agent, the RBL Agent, or the Indenture Trustee to make distributions under the Plan to the Holders of RBL Claims and Senior Notes Claims, as applicable; (ii) allow the Debtors, the Reorganized Debtors, the Indenture Trustee, and the RBL Agent to make post-Effective Date distributions or take such other action pursuant to the Plan on account of Allowed Senior Notes Claims and Allowed RBL Claims, as applicable, and to otherwise exercise their rights and discharge their obligations relating to the interests of the Holders of such Claims in accordance with the Plan; (iii) allow the Indenture Trustee and the RBL Agent to enforce their rights, claims and interests vis-à-vis any parties other than the Debtors; (iv) allow the Indenture Trustee and the RBL Agent to maintain or assert any rights it may have against the distributions to Holders of Senior Notes Claims and RBL Claims, as applicable pursuant to the terms of the Indentures or RBL Credit Agreement, as applicable, for the payment of outstanding fees, expenses and indemnification obligations arising under (and due pursuant to the terms of) the Indentures; provided that except as expressly provided in this Section IV.J, nothing in this Section IV.J shall affect the discharge of Claims pursuant to the Bankruptcy Code, the Confirmation Order or the Plan or result in any liability or expense to the Reorganized Debtors; (v) permit the Indenture Tr...
Cancellation of Instruments, Certificates, and Other Documents. On the Plan Effective Date, except to the extent otherwise provided herein, all instruments, certificates, and other documents evidencing debt or equity interests in the Debtors shall be cancelled, and the obligations of the Debtors thereunder, or in any way related thereto, shall be discharged. Issuance of New Common Equity The issuance of the New Common Equity under the Agreed Restructuring Plan will be exempt from registration with the U.S. Securities and Exchange Commission (the “SEC”) under section 1145 of the Bankruptcy Code. The New Common Equity shall be deemed fully paid and non-assessable, and shall not be subject to any transfer restrictions under securities laws (except to the extent held by affiliates). SEC Reporting Status The Plan Sponsor, in consultation with the Debtors or the Reorganized Debtors (as applicable), ▇▇▇▇▇▇ Road, and the Required Consenting Senior Noteholders, will determine whether, on and after the Plan Effective Date, the reorganized Parent Debtor will continue to file reports with the SEC and, if the Plan Sponsor elects to so continue, whether the New Common Equity may be eligible for listing on a U.S. national securities exchange (i.e., Nasdaq or NYSE). In the event that the Plan Sponsor reasonably determines prior to the Plan Effective Date, in good faith, after consultation with the Debtors, ▇▇▇▇▇▇ Road, and the Required Consenting Senior Noteholders, that the New Common Equity is unlikely to be eligible to be listed on a U.S. national securities exchange, then the Debtors or the Reorganized Debtors (as applicable) will use reasonable best efforts to cause the New Common Equity to be eligible for trading and quoting on the highest-available “tier” or “level” of an established OTC marketplace reasonably acceptable to ▇▇▇▇▇▇ Road and the Required Consenting Senior Noteholders and the Reorganized Debtors within a reasonable period of time after the Plan Effective Date; provided that the foregoing shall not under any circumstances require the Debtors to file any reports, or register as a public company, with the SEC. The Reorganized Debtors will use commercially reasonable effort to arrange for one or more nationally known registered broker-dealer firms to act as market makers with respect to the New Common Equity; provided that the foregoing shall not under any circumstances require the Debtors to file any reports, or register as a public company, with the SEC. ▇▇▇▇▇▇ Road and the Consenting Senior Noteholders acknowledge ...