Common use of Conditions Precedent to Consummation Clause in Contracts

Conditions Precedent to Consummation. Unless satisfied or waived pursuant to the provisions of Article IX.C hereof, the following are conditions precedent to Consummation of this Plan. 1. The Confirmation Order has become a Final Order and such order has not been amended, modified, vacated, stayed, or reversed; 2. The Bankruptcy Court has entered one or more Final Orders (which may include the Confirmation Order), in form and substance reasonably acceptable to the Debtors and Required Consenting Noteholders, authorizing the assumption, assumption and assignment and rejection of the Executory Contracts and Unexpired Leases by the Debtors as contemplated in this Plan and the Plan Supplement; 3. This Plan and the Restructuring Documents have not been amended or modified other than in a manner in form and substance consistent in all respects with the Restructuring Term Sheet, and otherwise reasonably acceptable to the Debtors and the Required Consenting Noteholders; 4. The Restructuring Documents (including the Exit Facility Loan Documents) have been filed, tendered for delivery, and have been effectuated or executed by all Persons and Entities party thereto (as appropriate), and in each case in full force and effect, each to the extent required prior to Consummation. All conditions precedent to the effectiveness of such Restructuring Documents, including, without limitation, the Exit Facility Credit Agreements, have been satisfied or waived pursuant to the terms of such applicable Restructuring Documents (or shall be satisfied concurrently with the occurrence of the Effective Date) and such agreements have closed or shall close simultaneously with the effectiveness of this Plan; 5. The Debtors have received, or concurrently with the occurrence of the Effective Date shall receive (a) an Exit ABL Facility on terms and conditions acceptable to the Required Consenting Noteholders, and/or (b) the Exit DDTL Facility; 6. The Amended/New Corporate Governance Documents have become effective or shall become effective concurrently with the effectiveness of this Plan; 7. All consents, actions, documents, certificates and agreements necessary to implement this Plan and the transactions contemplated by this Plan have been, as applicable, obtained and not otherwise subject to unfulfilled conditions, effected or executed and delivered to the required parties and, to the extent required, filed with the applicable governmental units in accordance with applicable laws, and in each case in full force and effect; 8. All governmental approvals and consents, including Bankruptcy Court approval, that are applicable and legally required for the consummation of this Plan have been obtained, not be subject to unfulfilled conditions and be in full force and effect; 9. The New Board has been selected in accordance with the Restructuring Support Agreement; 10. The Restructuring Support Agreement is in full force and effect and has not been terminated in accordance with its terms, and no event has occurred or action has been taken that, with the passage of time or the giving of notice, would permit the Required Consenting Noteholders to terminate the Restructuring Support Agreement; 11. The Professional Fee Claim Reserve has been funded in full in Cash by the Debtors in accordance with the terms and conditions of this Plan; 12. To the extent invoiced, all Ad Hoc Noteholder Group Fees and Expenses and Prepetition Notes Indenture Trustee Fees and Expenses have been paid in full in Cash; 13. There shall be no ruling, judgment, or order issued by any Governmental Unit making illegal, enjoining or otherwise preventing or prohibiting the consummation of the Restructuring Transactions, unless such ruling, judgment, or order has been stayed, reversed or vacated within three (3) Business Days after such issuance; 14. There shall be no material litigation or investigation by any Governmental Unit involving the Debtors as of the Effective Date that has had, or would reasonably be expected to have, a material adverse effect on the business, financial condition or results of operations of the Reorganized Debtors, taken as a whole; and 15. Since the Petition Date, there shall have been no event, change, effect, occurrence, development, circumstance, condition, result, state of fact or change of fact (each, an “Event”) that, individually or together with all other Events, has had, or would reasonably be expected to have, a material adverse effect on either the business, operations, finances, properties, condition (financial or otherwise), assets or liabilities of the Debtors, taken as a whole, or the ability of the Debtors taken as a whole, to perform their respective obligations under, or to consummate the Restructuring Transactions; provided, however, that in no case shall any Event arising from, as a result of, or in connection with (a) the public announcement of the Restructuring Support Agreement, this Plan, or any other Restructuring Document, (b) the pursuit or public announcement of the Restructuring Transaction, (c) the commencement or prosecution of the Chapter 11 Cases, or (d) the pursuit of Confirmation or Consummation, be taken into account in determining whether there has been, or would reasonably be expected to be, a material adverse effect for purposes of this Plan.

Conditions Precedent to Consummation. Unless It shall be a condition to Consummation of the Plan that the following conditions shall have been satisfied or waived pursuant to the provisions of Article IX.C X.C hereof, the following are conditions precedent to Consummation of this Plan.: 1. The Confirmation Order has (a) shall have become a Final Order in form and such substance acceptable to the Consenting Noteholders and (b) shall include a finding by the Bankruptcy Court that the New Common Stock will be authorized and exempt from registration under applicable securities laws pursuant to section 1145 of the Bankruptcy Code, and there shall have been no entry of any other court order has not prohibiting any transactions contemplated by the Plan from occurring. 2. Each of the Exit Facility Credit Agreement, the Roll-Over Facility Agreement (if any), the Shareholder Notes Indenture Documents, the Purchase Documents (if any), the Shareholder Agreement, and the Overage Securities Agreement shall be in form and substance acceptable to the Consenting Noteholders and shall have been amendedexecuted and delivered by all of the respective parties thereto, modifiedand all respective conditions precedent to the consummation thereof shall have been waived or satisfied in accordance with the terms thereof. 3. Funding pursuant to the Exit Facility shall have occurred or shall occur simultaneously with Consummation. 4. Payment of the DIP Facility Effective Date Repayment Amount shall have occurred or shall occur simultaneously with Consummation. 5. The Plan, vacatedincluding any amendments, stayedmodifications, or reversed;supplements thereto shall be in form and substance acceptable to the Consenting Noteholders. 26. The Plan Supplement, including any amendments, modifications, or supplements to the documents contained therein, shall be in form and substance acceptable to the Consenting Noteholders. 7. The Bankruptcy Court has shall have entered one an order or more Final Orders (which may include the Confirmation Order), in form and substance reasonably acceptable to the Debtors and Required Consenting Noteholders, orders authorizing the assumption, assumption and assignment and rejection of the Executory Contracts and Unexpired Leases by the Debtors as contemplated of Unexpired Leases and Executory Contracts, including those Unexpired Leases and Executory Contracts set forth in this Plan and the Plan Supplement;. 3. This Plan and the Restructuring Documents have not been amended or modified other than in a manner in form and substance consistent in all respects with the Restructuring Term Sheet, and otherwise reasonably acceptable to the Debtors and the Required Consenting Noteholders; 4. The Restructuring Documents (including the Exit Facility Loan Documents) have been filed, tendered for delivery, and have been effectuated or executed by all Persons and Entities party thereto (as appropriate), and in each case in full force and effect, each to the extent required prior to Consummation8. All conditions precedent to in the effectiveness of such Restructuring Documents, including, without limitation, the Exit Facility Credit Agreements, Support Agreement shall have been satisfied or waived pursuant to in accordance with the terms of such applicable Restructuring Documents (or shall be satisfied concurrently with the occurrence of the Effective Date) and such agreements have closed or shall close simultaneously with the effectiveness of this Plan;thereof. 59. The Debtors have received, or concurrently with the occurrence of the Effective Date shall receive have occurred on or before the date that is twenty (a20) an Exit ABL Facility on terms and conditions acceptable to days after the Required Consenting Noteholders, and/or (b) the Exit DDTL Facility;Confirmation Date. 6. The Amended/New Corporate Governance Documents have become effective or shall become effective concurrently with the effectiveness of this Plan; 710. All consents, actions, documents, certificates certificates, and agreements necessary to implement this Plan shall be in form and substance acceptable to the transactions contemplated by this Plan Consenting Noteholders and shall have been, as applicable, obtained and not otherwise subject to unfulfilled conditions, been effected or executed and delivered to the required parties and, to the extent required, Filed with the Bankruptcy Court and/or filed with the applicable governmental units Governmental Units in accordance with applicable laws, and in each case in full force and effect; 8. All governmental approvals and consents, including Bankruptcy Court approval, that are applicable and legally required for the consummation of this Plan have been obtained, not be subject to unfulfilled conditions and be in full force and effect; 9. The New Board has been selected in accordance with the Restructuring Support Agreement; 10. The Restructuring Support Agreement is in full force and effect and has not been terminated in accordance with its terms, and no event has occurred or action has been taken that, with the passage of time or the giving of notice, would permit the Required Consenting Noteholders to terminate the Restructuring Support Agreement; 11. The Professional Fee Claim Reserve has been funded in full in Cash by the Debtors in accordance with the terms and conditions of this Plan; 12. To the extent invoiced, all Ad Hoc Noteholder Group Fees and Expenses and Prepetition Notes Indenture Trustee Fees and Expenses have been paid in full in Cash; 13. There shall be no ruling, judgment, or order issued by any Governmental Unit making illegal, enjoining or otherwise preventing or prohibiting the consummation of the Restructuring Transactions, unless such ruling, judgment, or order has been stayed, reversed or vacated within three (3) Business Days after such issuance; 14. There shall be no material litigation or investigation by any Governmental Unit involving the Debtors as of the Effective Date that has had, or would reasonably be expected to have, a material adverse effect on the business, financial condition or results of operations of the Reorganized Debtors, taken as a whole; and 15. Since the Petition Date, there shall have been no event, change, effect, occurrence, development, circumstance, condition, result, state of fact or change of fact (each, an “Event”) that, individually or together with all other Events, has had, or would reasonably be expected to have, a material adverse effect on either the business, operations, finances, properties, condition (financial or otherwise), assets or liabilities of the Debtors, taken as a whole, or the ability of the Debtors taken as a whole, to perform their respective obligations under, or to consummate the Restructuring Transactions; provided, however, that in no case shall any Event arising from, as a result of, or in connection with (a) the public announcement of the Restructuring Support Agreement, this Plan, or any other Restructuring Document, (b) the pursuit or public announcement of the Restructuring Transaction, (c) the commencement or prosecution of the Chapter 11 Cases, or (d) the pursuit of Confirmation or Consummation, be taken into account in determining whether there has been, or would reasonably be expected to be, a material adverse effect for purposes of this Plan.

Conditions Precedent to Consummation. Unless satisfied or waived pursuant to of the provisions of Article IX.C hereofSeparation and the Distribution. Neither the Separation, the following are conditions precedent to Consummation of Distribution nor the related transactions set forth in this Plan. 1. The Confirmation Order has become a Final Order and such order has not been amended, modified, vacated, stayed, Agreement or reversed; 2. The Bankruptcy Court has entered one or more Final Orders (which may include the Confirmation Order), in form and substance reasonably acceptable to the Debtors and Required Consenting Noteholders, authorizing the assumption, assumption and assignment and rejection any of the Executory Contracts and Unexpired Leases by Ancillary Agreements will become effective unless the Debtors as contemplated in this Plan and the Plan Supplement; 3. This Plan and the Restructuring Documents have not been amended or modified other than in a manner in form and substance consistent in all respects with the Restructuring Term Sheet, and otherwise reasonably acceptable to the Debtors and the Required Consenting Noteholders; 4. The Restructuring Documents (including the Exit Facility Loan Documents) have been filed, tendered for delivery, and have been effectuated or executed by all Persons and Entities party thereto (as appropriate), and in each case in full force and effect, each to the extent required prior to Consummation. All following conditions precedent to the effectiveness of such Restructuring Documents, including, without limitation, the Exit Facility Credit Agreements, have been satisfied or waived pursuant to by CRG and Carrols, in their sole and absolute discretion, at or before the terms of such applicable Restructuring Documents (or shall be satisfied concurrently with the occurrence of the Effective Date) and such agreements have closed or shall close simultaneously with the effectiveness of this Plan;Distribution Time: 5. The Debtors have received, or concurrently with the occurrence of the Effective Date shall receive (a) an Exit ABL Facility on terms the private letter ruling from the Internal Revenue Service dated February 3, 2012 confirming that distribution of the Fiesta Common Stock will be tax-free to Carrols Restaurant Group and conditions acceptable the Carrols Restaurant Group stockholders for U.S. federal income tax purposes and any supplemental rulings received before the date of this Agreement will continue to the Required Consenting Noteholders, and/or be in effect; (b) Carrols Restaurant Group will have received an opinion of its tax advisor confirming that the Exit DDTL Facilitydistribution of the Fiesta Common Stock to Carrols Restaurant Group’s stockholders should qualify as a tax-free distribution under Section 355 and related provisions of the Code, to Carrols Restaurant Group, the Carrols Restaurant Group stockholders and to Fiesta Restaurant Group for U.S. federal income tax purposes; 6. The Amended/New Corporate Governance Documents (c) the Separation and the Distribution will not violate or result in a breach of any Law or any material agreement; (d) the Registration Statement will have become effective under the Exchange Act, no stop order relating to the Registration Statement will be in effect and the Information Statement having been mailed to stockholders of Carrols Restaurant Group; (e) Carrols Restaurant Group will have received all permits, registrations and consents required under the securities or shall become effective concurrently blue sky laws of states or other political subdivisions of the United States or of other foreign jurisdictions in connection with the effectiveness of this PlanDistribution; 7. All consents(f) NASDAQ will have approved Fiesta Common Stock for listing, actions, documents, certificates and agreements necessary to implement this Plan and the transactions contemplated by this Plan have been, as applicable, obtained and not otherwise subject to unfulfilled conditions, effected or official notice of issuance; (g) the Ancillary Agreements will have been executed and delivered to by each of the required parties and, to the extent required, filed with the applicable governmental units thereto and no party will be in accordance with applicable laws, and in each case in full force and effectmaterial breach of any Ancillary Agreement; 8. All governmental approvals and consents, including Bankruptcy Court approval, that are applicable and legally (h) all Consents required for to be received or made before the consummation of this Plan Distribution may take place will have been obtained, not be subject to unfulfilled conditions received or made and be in full force and effect; 9. The New Board has been selected in accordance with , except where the Restructuring Support Agreement; 10. The Restructuring Support Agreement is in full force and effect and has failure to obtain such Consents would not been terminated in accordance with its terms, and no event has occurred or action has been taken that, with the passage of time or the giving of notice, would permit the Required Consenting Noteholders to terminate the Restructuring Support Agreement; 11. The Professional Fee Claim Reserve has been funded in full in Cash by the Debtors in accordance with the terms and conditions of this Plan; 12. To the extent invoiced, all Ad Hoc Noteholder Group Fees and Expenses and Prepetition Notes Indenture Trustee Fees and Expenses have been paid in full in Cash; 13. There shall be no ruling, judgment, or order issued by any Governmental Unit making illegal, enjoining or otherwise preventing or prohibiting the consummation of the Restructuring Transactions, unless such ruling, judgment, or order has been stayed, reversed or vacated within three (3) Business Days after such issuance; 14. There shall be no material litigation or investigation by any Governmental Unit involving the Debtors as of the Effective Date that has had, or would reasonably be expected to have, a material adverse effect on the ability of the parties to complete the Separation and Distribution or on the business, financial assets, liabilities, condition or results of operations of the Reorganized DebtorsFiesta Restaurant Group, Carrols Restaurant Group, or its respective Subsidiaries, taken as a whole; (i) no order, injunction or decree issued by a Governmental Authority preventing the consummation of the Separation or the Distribution or any of the other transactions contemplated by this Agreement or any of the Ancillary Agreements; and 15. Since (j) the Petition DateSeparation and the Distribution will not violate, there shall have been no event, change, effect, occurrence, development, circumstance, condition, result, state conflict with or result in a breach (with or without the passage of fact or change of fact (each, an “Event”time) that, individually or together with all other Events, has had, or would reasonably be expected to have, a material adverse effect on either the business, operations, finances, properties, condition (financial or otherwise), assets or liabilities of the Debtors, taken as a whole, or the ability of the Debtors taken as a whole, to perform their respective obligations under, or to consummate the Restructuring Transactions; provided, however, that in no case shall any Event arising from, as a result terms of, or in connection with (a) require a Consent under, the public announcement Carrols LLC Credit Facility, Fiesta Credit Facility and the Fiesta Indenture. Each of the Restructuring Support Agreementconditions set forth in this Section 4.3 is for the benefit of CRG and Carrols, and CRG and Carrols may, in their sole and absolute discretion, determine whether to waive any condition, in whole or in part. Any determination made by CRG and Carrols concerning the satisfaction or waiver of any or all of the conditions in this Plan, Section 4.3 will be conclusive and binding on the parties. The satisfaction of the conditions will not create any obligation on the part of CRG or Carrols to Fiesta Restaurant Group or any other Restructuring Document, (b) Person to effect the pursuit Separation or public announcement the Distribution or in any way limit CRG’s or Carrols’ right to terminate as set forth in Section 7.4 or alter the consequences of the Restructuring Transaction, (c) the commencement or prosecution of the Chapter 11 Cases, or (d) the pursuit of Confirmation or Consummation, be taken into account any termination from those specified in determining whether there has been, or would reasonably be expected to be, a material adverse effect for purposes of this PlanSection 7.4.

Conditions Precedent to Consummation. Unless It shall be a condition to Consummation of this Plan that the following conditions shall have been satisfied or waived pursuant to the provisions of Article IX.C IX.B hereof, the following are conditions precedent to Consummation of this Plan. 1. The Confirmation Order has become a Final Order shall be consistent with the Restructuring Support Agreement and such order has otherwise in compliance with the consent rights contained therein; shall have been entered by the Bankruptcy Court; shall not have been reversed, stayed, amended, modified, dismissed, vacated, stayedor reconsidered; and shall not be subject to any pending appeal, or reversedand the appeals period for the Confirmation Order shall have expired; provided, that the requirement that the Confirmation Order not be subject to any pending appeal and the appeals period for the Confirmation Order shall have expired may be waived by the Debtors, the Required Consenting Lenders, and the Required DIP Lenders; 2. The Bankruptcy Court has shall have entered one or more Final Orders (which may include the Confirmation Order), in form and substance reasonably acceptable to the Debtors and Required Consenting Noteholders, ) authorizing the assumption, assumption and assignment and and/or rejection of the Executory Contracts and Unexpired Leases by the Debtors as contemplated in this Plan and the Plan Supplement; 3. The purchase limit under the Exit Securitization Program shall be in the amount of $100 million. 4. This Plan Plan, the Disclosure Statement and the other Restructuring Documents have not been amended Documents, and all other documents contained in any supplement to this Plan, including any exhibits, schedules, amendments, modifications, or modified supplements thereto or other than documents contained therein, shall be in a manner full force and effect and in form and substance consistent in all respects with the Restructuring Term SheetSupport Agreement, and otherwise reasonably acceptable to in compliance with the Debtors and consent rights of the Required Consenting Noteholders; 4. The Restructuring Documents (including the Exit Facility Loan Documents) have been filedLenders and Required DIP Lenders, tendered for delivery, and have been effectuated or executed by all Persons and Entities party thereto (as appropriate), and in each case in full force and effectapplicable, each to the extent required prior to Consummation. All conditions precedent to the effectiveness of such Restructuring Documents, including, without limitation, the Exit Facility Credit Agreements, have been satisfied or waived pursuant to the terms of such applicable Restructuring Documents (or shall be satisfied concurrently with the occurrence of the Effective Date) and such agreements have closed or shall close simultaneously with the effectiveness of this Plan; 5. The Debtors have received, or concurrently with the occurrence of the Effective Date shall receive (a) an Exit ABL Facility on terms and conditions acceptable to the Required Consenting Noteholders, and/or (b) the Exit DDTL Facility; 6. The Amended/New Corporate Governance Documents have become effective or shall become effective concurrently with the effectiveness of this Plan; 7. All consents, actions, documents, certificates and agreements necessary to implement this Plan and the transactions contemplated by this Plan have been, as applicable, obtained and not otherwise subject to unfulfilled conditions, effected or executed and delivered to the required parties and, to the extent required, filed with the applicable governmental units in accordance with applicable laws, and in each case in full force and effect; 8. All governmental approvals and consents, including Bankruptcy Court approval, that are applicable and legally required for the consummation of this Plan have been obtained, not be subject to unfulfilled conditions and be in full force and effect; 9. The New Board has been selected in accordance with the Restructuring Support Agreement; 105. The Restructuring Support Agreement is Exit Term Loan Facility Credit Documents shall be executed (or deemed to be executed) and delivered and shall be in full force and effect and has not been terminated in accordance with its terms, and no event has occurred or action has been taken that, the Exit Term Loan Facility shall be consummated concurrently with the passage of time Effective Date (with all conditions precedent (other than any conditions related to the Effective Date or the giving of notice, would permit the Required Consenting Noteholders to terminate the Restructuring Support Agreement; 11. The Professional Fee Claim Reserve has been funded in full in Cash certification by the Debtors in accordance with the terms and conditions of this Plan; 12. To the extent invoiced, all Ad Hoc Noteholder Group Fees and Expenses and Prepetition Notes Indenture Trustee Fees and Expenses have been paid in full in Cash; 13. There shall be no ruling, judgment, or order issued by any Governmental Unit making illegal, enjoining or otherwise preventing or prohibiting the consummation of the Restructuring Transactions, unless such ruling, judgment, or order has been stayed, reversed or vacated within three (3) Business Days after such issuance; 14. There shall be no material litigation or investigation by any Governmental Unit involving the Debtors as of that the Effective Date that has had, or would reasonably be expected occurred) to have, a material adverse effect on the business, financial condition or results of operations effectiveness of the Reorganized Debtors, taken as a whole; and 15. Since the Petition Date, there shall have Exit Term Loan Facility having been no event, change, effect, occurrence, development, circumstance, condition, result, state of fact satisfied or change of fact (each, an “Event”) that, individually or together with all other Events, has had, or would reasonably be expected to have, a material adverse effect on either the business, operations, finances, properties, condition (financial or otherwisewaived), assets or liabilities of the Debtors, taken as a whole, or the ability of the Debtors taken as a whole, to perform their respective obligations under, or to consummate the Restructuring Transactions; provided, however, that in no case shall any Event arising from, as a result of, or in connection with (a) the public announcement of the Restructuring Support Agreement, this Plan, or any other Restructuring Document, (b) the pursuit or public announcement of the Restructuring Transaction, (c) the commencement or prosecution of the Chapter 11 Cases, or (d) the pursuit of Confirmation or Consummation, be taken into account in determining whether there has been, or would reasonably be expected to be, a material adverse effect for purposes of this Plan.;