Company Fiduciary Duties. (a) Nothing in this Agreement shall otherwise require the Company or any directors, officers, or members of the Company, each in its capacity as a director, officer, or member of the Company, to take any action, or to refrain from taking any action, to the extent inconsistent with its or their fiduciary obligations under applicable law (as reasonably determined by them in good faith after consultation with legal counsel).
Company Fiduciary Duties. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall require the Company or its subsidiaries or affiliates or any of its or their respective directors, officers or members, as applicable (each in such person’s capacity as a director, officer or member), to take any action, or to refrain from taking any action, to the extent that taking such action or refraining from taking such action would be inconsistent with, or cause such party to breach, such party’s fiduciary obligations under applicable law, subject to the Non-Solicitation Provision set forth in Section 6.02 of the Plan Support Agreement; provided, the Breakup Payments and Expense Reimbursement shall be payable upon exercise by the Debtors of the fiduciary out contained in this Section 10.17 in accordance with the terms of this Agreement. For the avoidance of doubt, nothing herein shall limit the rights of any party or parties set forth in Section 2.7(a), Section 9.2 and Section 9.3.
Company Fiduciary Duties. Notwithstanding anything to the contrary contained herein, (a) nothing in this Agreement shall require the Company or any directors, officers, managers or members of the Company or any of its subsidiaries, in such person’s capacity as a director, officer, manager or member of the Company or such subsidiary, to take any action, or to refrain from taking any action, that would breach or be inconsistent with its or their fiduciary obligations under applicable law, and (b) to the extent that such fiduciary obligations, in the sole judgment of the Company, require the Company or any directors, officers or members of the Company to take any such action, or refrain from taking any such action, they may do so without incurring any liability to any Party under this Agreement; provided, however, that nothing in this Section 7.03 shall be deemed to amend, supplement or otherwise modify, or constitute a waiver of, any Supporting Noteholder Termination Event that may arise as a result of any such action or omission.
Company Fiduciary Duties. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall require a Company entity or the board of directors, board of managers, or similar governing body of a Company entity, after consulting with counsel, to take any action or to refrain from taking any action with respect to the Restructuring Transactions to the extent taking or failing to take such action would be inconsistent with applicable law or its fiduciary obligations under applicable law, and any such action or inaction pursuant to such exercise of fiduciary duties shall not be deemed to constitute a breach of this Agreement.
Company Fiduciary Duties. Notwithstanding anything to the contrary contained herein, nothing in this Agreement shall require the Company or any directors, officers or members of the Company, in such person’s capacity as a director, officer or member of the Company, to take any action, or to refrain from taking any action, that would breach, or be inconsistent with, its or their fiduciary obligations under applicable law, and (ii) to the extent that such fiduciary obligations require the Company or any directors, officers or members of the Company to take any such action, or refrain from taking any such action, they may do so without incurring any liability to any Party under this Agreement; provided, however, that nothing in this Section 6.03 shall be deemed to amend, supplement or otherwise modify, or constitute a waiver of, any Consenting Lender Termination Event that may arise as a result of any such action or omission.
Company Fiduciary Duties. Notwithstanding anything to the contrary contained herein, (a) nothing in this Agreement shall require the Company or any directors, officers, managers or members of the Company Group Members, in such Person’s capacity as a director, officer, manager or member of such Company Group Member, to take any action or refrain from taking any action, that would breach or be inconsistent with its or their fiduciary obligations under applicable law and (b) to the extent that such fiduciary obligations, in the sole judgment of the Company, require the Company or any directors, officers or members of the Company to take any such action, or refrain from taking any such action, they may do so without incurring any liability to any Party under this Agreement; provided, that for the avoidance of doubt, notwithstanding the foregoing, nothing contained in this Section 10.16 shall relieve the Debtors of the obligation to pay the Termination Commitment Premium to the extent such obligation arises pursuant to this Agreement. Schedule 1A Unsecured Backstop Commitment Schedule [Omitted] Schedule 1B Secured Backstop Commitment Schedule [Omitted] Schedule 2 Company Group Member Knowledge Parties • L. Xxx Xxxxxx, President and Chief Executive Officer • Xxxxx X. Xxxxxx, Senior Vice President and Chief Financial Officer • Xxxxxxxx Xxxxx, Senior Vice President, General Counsel and Corporate Secretary • Xxxx Xxxxxxx, Senior Vice President Europe, Africa, Middle East, Asia (EAMEA) • Xxxxxx Xxxxxxxx, Senior Vice President, Americas • Xxx Xxxxx, Safety Lead European Hub • Xxxxx Xxxxxxxxxxx, Safety Lead Americas Exhibit A Form of Transfer Notice TRANSFER NOTICE [•], 2019 BY EMAIL Xxxxxxx Group Inc. 0000 Xxxx Xxxx Xxxx., 0xx Xxxxx Xxxxxxx, Xxxxx 00000 Attn: [•] ([EMAIL]) Xxxxx Xxxxx L.L.P. Attention: Xxxxx X. Xxxxxx (xxx.xxxxxx@xxxxxxxxxx.xxx), Xxxx Xxxxxx (xxxx.xxxxxx@xxxxxxxxxx.xxx) Xxx X. Xxxxxxx (xxx.xxxxxxx@xxxxxxxxxx.xxx) Xxxxxxx Xxxxxx (xxxxxxx.xxxxxx@XxxxxXxxxx.xxx) Wachtell, Lipton, Xxxxx & Xxxx Attention: Xxxxxxx X. Xxxxx (XXXxxxx@xxxx.xxx) Xxxxx X. Xxxxx Xx. (XXXxxxx@xxxx.xxx) Xxxxxxxx & Xxxxx LLP Attention: Xxxxxx X. Xxxxxxxx (xxxxxx.xxxxxxxx@xxxxxxxx.xxx) Xxxxx Xxxxxxx (xxxxx.xxxxxxx@xxxxxxxx.xxx) Xxxxxxx X. Xxxxx (xxxxxxx.xxxxx@xxxxxxxx.xxx) Xxxxx Xxxx & Xxxxxxxx LLP Attention: Xxxxxx X. Xxxxxxxx (xxxxxx.xxxxxxxx@xxxxxxxxx.xxx) Xxxxxxx Xxxxxxxx (xxxxxxx.xxxxxxxx@xxxxxxxxx.xxx) Ladies and Gentlemen: Re: Transfer Notice Under Backstop Commitment Agreement Reference is hereby mad...
Company Fiduciary Duties. Notwithstanding anything to the contrary in this Agreement, but subject to the next three sentences of this Section 21, nothing in this Agreement shall require the Company or its subsidiaries or any of its or their respective directors or officers (solely in such person’s capacity as a director or officer) to take any action, or to refrain from taking any action, to the extent that taking such action or refraining from taking such action would be inconsistent with such party’s fiduciary obligations under applicable law, and for the avoidance of doubt, Vestar shall not be in breach hereunder as a result of such action or restraint from taking such action. The Company and Vestar agree that to the extent the Company’s obligations under Section 2 hereof are subject to its fiduciary obligations, those fiduciary obligations shall not include any fiduciary obligations to Vestar in its capacity as equityholder of Investments. In the event the Company does not receive a Letter of Intent reasonably acceptable to the Required Consenting Subordinated Noteholders (subject to Section 2(b)) by August 31, 2014 or a Capital Contribution by October 1, 2014, then notwithstanding any fiduciary duty the Company may have to consider unsolicited proposals, the Company agrees that it shall not, and shall not have an obligation to directly or indirectly solicit alternative equity investment proposals. Vestar hereby waives any fiduciary obligations that the Company may have to it to the extent such fiduciary obligation conflicts with the Company’s obligations under this Agreement.
Company Fiduciary Duties. Notwithstanding anything to the contrary in this Agreement, (i) nothing in this Agreement shall require the Company or its subsidiaries or affiliates or any of its or their respective directors or officers (in such person’s capacity as a director or officer) to take any action, or to refrain from taking any action, to the extent that taking such action or refraining from taking such action would be inconsistent with, or cause such party to breach, such party’s fiduciary obligations under applicable law, and (ii) the Debtors and their boards of directors shall be entitled to continue to market and solicit bids for the sale any of their assets pursuant to section 363 of the Bankruptcy Code in the interest of maximizing the value of the Debtors’ estates, consistent with their fiduciary obligations.
Company Fiduciary Duties. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall require the Company or its subsidiaries or affiliates or any of its or their respective directors, officers or members, as applicable (each in such person’s capacity as a director, officer or member), to take any action, or to refrain from taking any action, to the extent that taking such action or refraining from taking such action would be inconsistent with, or cause such party to breach, such party’s fiduciary obligations under applicable law, subject to the Non-Solicitation Provision set forth in Section 6.02, provided, however, for the avoidance of doubt, (a) if the Debtors or the Company exercise the PSA Termination Condition, as set forth in Section 12.01(a) hereto, the Debtors shall be relieved of any obligation to pay the Breakup Payment and Expense Reimbursement and (b) if the Debtors or the Company exercise their right under this Section 15.01 after entry by the Bankruptcy Court of the PPA and BCA Approval Order, (x) the Breakup Payments and Expense Reimbursement shall be payable in accordance with the terms set forth in the Restructuring Term Sheet and (y) the Debtors shall provide notice of such decision to exercise their rights under this Section 15.01 to the Creditor Co-Proponents within one (1) business day (such notice, a “Debtor Fiduciary Duty Notice”).
Company Fiduciary Duties. Notwithstanding anything to the contrary contained herein, (a) nothing in this Agreement shall require the Company or any directors, officers, managers or members of the Company Group Members, in such Person’s capacity as a director, officer, manager or member of such Company Group Member, to take any action or refrain from taking any action, that would breach or be inconsistent with its or their fiduciary obligations under applicable law and (b) to the extent that such fiduciary obligations, in the sole judgment of the Company, require the Company or any directors, officers or members of the Company to take any such action, or refrain from taking any such action, they may do so without incurring any liability to any Party under this Agreement; provided, that for the avoidance of doubt, notwithstanding the foregoing, nothing contained in this Section 10.16 shall relieve the Debtors of the obligation to pay the Termination Commitment Premium to the extent such obligation arises pursuant to this Agreement.
