Company Termination Events. This Agreement may be terminated by delivery to the other Parties of a written notice, delivered in accordance with Section 26 of this Agreement, by (i) the Company upon the occurrence of any of the following events (each a “Company Termination Event,” and together with the Creditor Termination Events, the “Termination Events”) and (ii) CEC upon the occurrence of a Company Termination Event listed in Section 10(e):
(a) the breach by any Restructuring Support Party of any of the obligations, representations, warranties, or covenants of such Restructuring Support Party set forth in this Agreement in any respect that materially and adversely affects the Company’s interests in connection with the Restructuring, which breach remains uncured for a period of five (5) consecutive Business Days after the receipt by such breaching Restructuring Support Party from the Company of written notice of such breach; provided that, with respect to a breach by one or more Consenting Creditors, the foregoing shall apply only if (x) such breaching Consenting Creditor(s) hold(s) in excess of 5.0% of First Xxxx Xxxx Claims held by all Consenting Creditors, (y) non-breaching Consenting Creditors with power to vote in favor of the Plan do not then hold at least 2/3 plus one dollar of First Xxxx Xxxx Debt (measured by notional value), or (z) such breach would otherwise have a material adverse effect on the Restructuring;
(b) the issuance, promulgation, or enactment by any governmental entity, including any regulatory or licensing authority or court of competent jurisdiction, of any statute, regulation, ruling or order declaring this Agreement or any material portion hereof to be unenforceable or enjoining or otherwise restricting the consummation of a material portion of the Restructuring (including with respect to the regulatory approvals or tax treatment contemplated by the Restructuring), which action remains uncured for a period of five (5) consecutive Business Days after the receipt by the Company and the Consenting Creditors of written notice of such event; provided that the Caesars Parties have otherwise complied with their obligations under Section 5(a)(i)(D) of this Agreement;
(c) the exercise by the Company of its fiduciary duties as set forth by Section 20 hereof (the “Fiduciary Out”), but without limiting the Company’s obligations pursuant to Section 5(b)(i) hereof;
(d) any Party other than the Company and its Affiliates files any motion or pleading with the Bankruptcy C...
Company Termination Events. The Company may terminate this Agreement as to all Parties (unless otherwise provided below in this Section 7(b)), upon written notice (the “Company Termination Notice”) delivered in accordance with Section 22 hereof, upon the occurrence, and during the continuation, of any of the following events (each, a “Company Termination Event”):
(i) the breach in any material respect by a Supporting Noteholder of their covenants, obligations, representations, or warranties contained in this Agreement, which breach remains uncured for a period of five (5) Business Days from the date of receipt of a Company Termination Notice, provided, that at the Company’s election, such termination may only be with respect to such Supporting Noteholder;
(ii) the issuance by any Governmental Authority, including the SEC or any other regulatory authority or court of competent jurisdiction, of any ruling, judgment, or order enjoining the consummation of a material portion of the Restructuring Transactions, unless, in each case, such ruling, judgment, or order has been issued at the request of the Company, or, in all other circumstances, such ruling, judgment or order has been stayed, reversed, or vacated within five (5) Business Days after such issuance;
(iii) if the necessary Stockholder Approvals are not obtained at the Special Meeting; or
(iv) the Company becomes a debtor in an involuntary case under the Bankruptcy Code that is not dismissed within thirty (30) days after the commencement thereof.
Company Termination Events. The Company may terminate this Agreement upon the occurrence of any of the following events (each a “Company Termination Event):
(a) a failure by any Consenting Creditor to timely vote all its Participating Claims in accordance with Section 2(a)(iii) hereof; provided that the foregoing shall not apply if Consenting Creditors holding in excess of 66⅔% of the aggregate principal amount of Claims in the applicable Consenting Class have submitted ballots to accept the Plan (and not withdrawn such ballots) in accordance with Section 2(a)(iii) hereof;
(b) without limiting Section 9(a) hereof, the breach by one or more Consenting Creditors of any of the material obligations, representations, warranties, or covenants of such Consenting Creditors set forth in this Agreement, and which breach remains uncured after seven
Company Termination Events. The Company may terminate this Agreement as to all Parties upon two (2) business days written notice, delivered in accordance with Section 20 hereof, upon the occurrence of any of the following events:
(i) the breach by one or more Consenting Noteholders representing a majority in principal amount of the Senior Notes held by the Consenting Noteholders of any of the representations, warranties or covenants of such Consenting Holder(s) set forth in this Agreement, if such breach would have a material adverse impact on the Company or the consummation of the Restructuring Transactions, which breach remains uncured for a period of three (3) business days after the receipt by the applicable Consenting Holder(s) from the Company of written notice of such breach; or
(ii) the issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any ruling or order enjoining the consummation of a material portion of the Restructuring Transactions.
Company Termination Events. Callon may terminate this Agreement as to all Parties by giving written notice to the Tendering Noteholders upon the occurrence of any of the following events (each, a “Company Termination Event”):
(a) the breach in any material respect by any Tendering Noteholder of any of the representations, warranties or covenants of such Tendering Noteholder set forth in this Agreement, (b) if the Exchange Offer has not been consummated in accordance with the terms set forth herein on or before the Outside Date, or (c) the issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any ruling or order enjoining the consummation of the Exchange Offer or any of the transactions contemplated thereunder.
Company Termination Events. The occurrence of any of the following shall be a “Company Termination Event” and together with any Equity Holder Termination Event and any Noteholder Termination Event, a “Termination Event”:
(a) any Board Termination;
(b) the Consenting Noteholders at any time hold less than 66% of the principal amount of the Notes;
(c) one or more Consenting Noteholders materially breaches its obligations under this Support Agreement, such that the non-breaching Consenting Noteholders at any time hold less than 66% of the principal amount of the Notes;
(d) any court of competent jurisdiction or other competent governmental or regulatory authority issues a final, non-appealable order making illegal or otherwise preventing or prohibiting the consummation of the Restructuring contemplated in the Term Sheet or any of the Definitive Documentation in a way that cannot be reasonably remedied by the Company subject to the reasonable satisfaction of the Required Consenting Noteholders;
(e) August 15, 2012, unless the Company has received acceptances by holders representing at least 66 2/3% of the principal amount of the Notes pursuant to the Solicitation; or
(f) the failure by the Company to have substantially consummated the Restructuring pursuant to the terms of this Support Agreement and the Term Sheet prior to December 31, 2012; provided, however, that such date shall be automatically extended by an additional sixty calendar days if the Company has not yet obtained the requisite clearances or approvals under any applicable laws or regulations for the consummation of the Plan, and the requests for such clearances or approvals are still pending.
Company Termination Events. The Company may terminate this Agreement as to all Parties (unless otherwise provided below in this Section 5(b)), upon written notice (the “Company Termination Notice”) delivered in accordance with Section 19 hereof, upon the occurrence, and during the continuation, of any of the following events (each, a “Company Termination Event”):
(i) the breach in any material respect by PNC of its covenants, obligations, representations, or warranties contained in this Agreement, which breach remains uncured for a period of five (5) Business Days from the date of receipt of a Company Termination Notice, provided, that at the Company’s election;
(ii) the issuance by any Governmental Authority, including the SEC or any other regulatory authority or court of competent jurisdiction, of any ruling, judgment, or order enjoining the consummation of a material portion of the Restructuring Transactions, unless, in each case, such ruling, judgment, or order has been issued at the request of the Company, or, in all other circumstances, such ruling, judgment or order has been stayed, reversed, or vacated within five (5) Business Days after such issuance;
(iii) if the necessary Stockholder Approvals are not obtained at the Special Meeting; or
(iv) the Company becomes a debtor in an involuntary case under the Bankruptcy Code that is not dismissed within thirty (30) days after the commencement thereof.
Company Termination Events. To the extent the Company accedes to this Agreement in accordance with Section 10, upon written notice from the Company to the Plan Support Parties of the occurrence of any of the following events (each, a “Company Termination Event”), and if (i) on a prospective or retroactive basis, the occurrence of a Company Termination Event is not waived by the Company or (ii) if such Company Termination Event is susceptible to cure, is not cured within five business days of receipt of such written notice, then this Agreement may be terminated: (a) upon breach by any Plan Support Party of any of the representations, warranties or covenants of such Plan Support Party set forth in this Agreement that would prevent the consummation of the Restructuring; (b) if the Company’s board of directors determines based upon the advice of the Company’s counsel, that proceeding with the Restructuring, the Amended Plan or the solicitation of the Amended Plan would be inconsistent with such board’s fiduciary duties under applicable law; or (c) the issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any ruling or order enjoining the consummation of a material portion of the Restructuring.
Company Termination Events. Notwithstanding any other provisions of this Agreement, upon written notice from the Company to the Plan Support Parties of the occurrence of any of the following events (each, a “Company Termination Event”), and if (i) on a prospective or retroactive basis, the occurrence of a Company Termination Event is not waived by the Company or (ii) if such Company Termination Event is susceptible to cure, is not cured within five business days of receipt of such written notice, then this Agreement may be terminated: (a) upon breach by any Plan Support Party of any of the representations, warranties or covenants of such Plan Support Party set forth in this Agreement that would prevent the consummation of the Restructuring; (b) if the Company’s board of directors determines based upon the advice of the Company’s counsel, that proceeding with the Restructuring, the Chapter 11 Plan or the solicitation of the Chapter 11 Plan would be inconsistent with such board’s fiduciary duties under applicable law; (c) the issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any ruling or order enjoining the consummation of a material portion of the Restructuring; or (d) in order to concurrently enter into an Alternative Transaction Agreement with respect to a Superior Proposal as defined in, permitted by and in accordance with the RTL Investment Agreement. In the event of a termination of this Agreement in accordance with Clause (ii)(d) above, the Parties agree that, solely with respect to this Agreement, the full extent of the Company’s liability under this Agreement, if any, shall be limited to the Break-Up Fee, if owed, as defined in and pursuant to the RTL Investment Agreement, plus any fees and expenses owed to the Steering Committee and their respective advisors as provided in Section 21 hereof; provided, however, that nothing herein shall alter or limit any of RTL’s rights under the RTL Investment Agreement.
Company Termination Events. The Company may terminate this Agreement upon three business days’ prior written/e-mail notice, delivered in accordance with Section 9.11 hereof, upon the occurrence of any of the following events (each, a “Company Termination Event”):
(a) the breach by Requisite Consenting Noteholders of any of the representations, warranties, or covenants set forth in this Agreement that would have a material adverse impact on the Company or the consummation of the Restructuring that remains uncured for a period of three business days after the receipt by all Consenting Noteholders of written notice of such breach from the Company;
(b) the board of directors of Constar International Inc. reasonably determines that, based upon the advice of counsel, proceeding with the Restructuring would be inconsistent with the exercise of its fiduciary duties; or
(c) the issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any ruling or order enjoining the consummation of a material portion of the Restructuring.
