Consensual Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing Date by mutual written consent of the Company and the Requisite Commitment Parties.
Consensual Termination. All parties hereto may agree at any time to terminate this Agreement and the Executive's employment hereunder upon such terms and conditions as the parties may agree.
Consensual Termination. 30 Section 9.2
Consensual Termination. In addition to the Termination Events set forth in Section 2 hereof, this Support Agreement shall terminate effective upon a written agreement of the Company and the Required Consenting Noteholders to terminate this Support Agreement.
Consensual Termination. In addition to any Termination Event otherwise set forth herein, this Agreement shall terminate immediately upon the written agreement of each of the Company, the Plan Investor, and the Required Consenting Lenders.
Consensual Termination. 56 Section 9.2 Termination by the Requisite Members of the Noteholder Steering Committee 57 Section 9.3 Termination by a Private Placement Party 59 Section 9.4 Termination by the Company 59 Section 9.5 Effect of Termination 60 ARTICLE X GENERAL PROVISIONS 62 Section 10.1 Notices 62 Section 10.2 Assignment; Third Party Beneficiaries 64 Section 10.3 Prior Negotiations; Entire Agreement 64 Section 10.4 Governing Law; Venue 65 Section 10.5 Waiver of Jury Trial 65 Section 10.6 Counterparts 65 Section 10.7 Waivers and Amendments; Rights Cumulative; Consent 66 Section 10.8 Headings 66 Section 10.9 Specific Performance 66 Section 10.10 Damages 66 Section 10.11 No Reliance 67 Section 10.12 Publicity 67 Section 10.13 Settlement Discussions 67 Section 10.14 No Recourse 67 Section 10.15 Relationship Among Parties 68 Section 10.16 Tax Forms 69 Section 10.17 Company Fiduciary Duties 69 SCHEDULES Schedule 1 Initial Private Placement Schedule Schedule 2 Private Placement Schedule EXHIBITS Exhibit A [Reserved] Exhibit B Form of Joinder Agreement Exhibit C Voting/Consent Structure Exhibit D Plan Support Agreement Exhibit E Illustrative Allocation of Common Shares (Fully-Diluted) PRIVATE PLACEMENT AGREEMENT THIS PRIVATE PLACEMENT AGREEMENT (this “Agreement”), dated as of December 22, 2016, is made by and among Peabody Energy Corporation, a Delaware corporation (the “Company”), on behalf of itself and each of its direct and indirect debtor subsidiaries (each a “Debtor” and, collectively, the “Debtors” and, together with their non-Debtor affiliates, the “Company Group”) on the one hand, and each Private Placement Party (as defined below), on the other hand. The Company and each Private Placement Party is referred to herein, individually, as a “Party” and, collectively, as the “Parties”. Capitalized terms that are used but not otherwise defined in this Agreement shall have the meanings given to them in Section 1.1 hereof or, if not defined therein, shall have the meanings given to them in the Plan. RECITALS
Consensual Termination. Any of the following events constitutes a basis for a party to terminate this Agreement without fault of the other:
Consensual Termination. In addition to any Termination Event set forth herein, this JCEI Support Agreement shall (a) terminate effective upon a written agreement of JCEI and the Required Consenting JCEI Noteholders to terminate this JCEI Support Agreement and (b) automatically terminate with respect to all Parties immediately following either the Amended Offer Effective Date or the Plan Effective Date, as applicable (the “Restructuring Effective Date”).
Consensual Termination. In addition to any Termination Event set forth herein, this Support Agreement shall (a) terminate effective upon a written agreement of the Company Parties, the Required Consenting Noteholders, Leucadia, the Group Lender and Group to terminate this Support Agreement and (b) automatically terminate with respect to all Parties immediately following the Plan Effective Date.
Consensual Termination. This Agreement may be terminated and the Cupar Transactions may be abandoned at any time by mutual written consent of the Company Parties and Investor.
