Common use of Consenting Holders’ Termination Events Clause in Contracts

Consenting Holders’ Termination Events. This Agreement may be terminated by delivery of written notice of termination by the Requisite Noteholders, delivered in accordance with Section 20 hereof, at any time after the occurrence of, and during the continuation of, any of the following events (each, a “Consenting Holders’ Termination Event”), unless waived in writing by the Requisite Noteholders in their sole discretion: (i) the failure by the Company to comply with the provisions of Sections 4(a) or 4(b) of this Agreement; (ii) any representation made by the Company in this Agreement proves to have been materially incorrect on the Lock-Up Effective Date (other than a representation expressly made as to a period of time other than the Lock-Up Effective Date); (iii) 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; (iv) any event, change, effect, occurrence, development, circumstance or change of fact occurs that has or would reasonably be expected to have a Material Adverse Effect or that materially impairs the ability of the Company to perform its obligations under this Agreement or have a material adverse effect on, or prevent or materially delay the consummation of, the Restructuring Transactions; (v) the Bankruptcy Court grants relief that is materially inconsistent with this Agreement or the Plan in any respect; (vi) the Bankruptcy Court enters an order directing the appointment of an examiner with expanded powers; (vii) the Bankruptcy Court enters an order modifying or terminating the Company’s exclusive right to file and/or solicit acceptances of a plan of reorganization; (viii) the Bankruptcy Court grants relief terminating, annulling, or modifying the automatic stay (as set forth in section 362 of the Bankruptcy Code) with regard to any assets of the Company having an aggregate fair market value in excess of $500,000; (ix) the Bankruptcy Court enters an order authorizing or directing the assumption or rejection of an executory contract or unexpired lease other than in accordance with the Plan or as approved in writing by the Requisite Noteholders; (x) the commencement of an avoidance action or other legal proceeding by the Company or any other party that challenges the validity, enforceability or priority of the Senior Notes, or otherwise affects the rights and remedies of any Consenting Holder; (xi) the termination of, or occurrence of an event of default (as defined in the applicable agreement) under any commitment or agreement to provide post-petition debtor-in-possession financing or exit financing to the Company to the extent permitted hereunder, which shall not have been cured within any applicable grace periods or waived pursuant to the terms of the commitment or agreement governing such facility; (xii) the termination of, or occurrence of an event of default (as defined in the applicable order or agreement) under, any order or agreement permitting the use of cash collateral to the extent permitted hereunder which shall not have been cured within any applicable grace periods or waived pursuant to the terms of such order or agreement; or (xiii) the commencement of any voluntary or involuntary chapter 11 cases or similar insolvency proceedings by or against Caraustar or any of its direct or indirect subsidiaries prior to the Filing Date.

Consenting Holders’ Termination Events. This The Requisite Noteholders may terminate this Agreement may be terminated by delivery of as to all Parties upon written notice of termination by the Requisite Noteholdersnotice, delivered in accordance with Section 20 hereof, at any time after the occurrence of, and during the continuation of, any of the following events (each, a “Consenting Holders’ Termination Event”), unless waived in writing by the Requisite Noteholders in their sole discretion: (i) the failure by the Company to comply with the provisions of Sections 4(a) or 4(b) of this Agreement; provided, however, that with respect to Section 4(a)(xi) and Sections 4(b)(xii) and (xiv) of this Agreement, the Company shall have any applicable grace or cure periods provided in the DIP Facility; provided further, however, that with respect to Section 4(a)(viii) of this Agreement, the Company shall have a three (3) day cure period following receipt of a written termination notice to comply with such provision; (ii) any representation made by the Company in this Agreement proves to have been materially incorrect on the Lock-Up Plan Support Effective Date (or such other than applicable date with respect to a representation expressly made as to a period of time other than the Lock-Up Plan Support Effective Date);; provided, however, that in the event that the Company or its advisors provide the Ad Hoc Committee Advisors with written notice of any materially incorrect representation(s) (which written notice expressly describes the materially incorrect representation(s) and states that it is given in connection with this Section 5(a)(ii)), the Requisite Noteholders shall be deemed to have waived their right to terminate this Agreement under this Section 5(a)(ii), solely as to the matters expressly described in such written notice, unless the Ad Hoc Committee Advisors or the Requisite Noteholders inform the Company or its advisors of the Requisite Noteholders' intent to terminate this Agreement within ten (10) calendar days of the receipt of such written notice; provided further, however, that if the tenth calendar day is not a business day, then the notice period described above shall end on the first business day after the tenth calendar day; DB02:8441710.2 068401.1001 (iii) 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; (iv) any event, change, effect, occurrence, development, circumstance or change of fact occurs that has or would reasonably be expected to have a Material Adverse Effect or that materially impairs the ability of the Company to perform its obligations under this Agreement or have a material adverse effect on, or prevent or materially delay the consummation of, the Restructuring Transactions; provided, however, that the Requisite Noteholders must provide written notice of the occurrence of any such event, change, effect, occurrence, development, circumstance or change of fact within three (3) business days of their actual knowledge of its occurrence; (v) the Bankruptcy Court grants relief that is materially inconsistent with this Agreement or the Plan in any material respect; (vi) the Bankruptcy Court enters an order directing the appointment of an examiner with expanded powers; (vii) the Bankruptcy Court enters an order modifying or terminating the Company’s exclusive right to file and/or solicit acceptances of a plan of reorganization; (viiivii) the Bankruptcy Court grants relief terminating, annulling, or modifying the automatic stay (as set forth in section 362 of the Bankruptcy Code) with regard to any assets of the Company having an aggregate fair market value in excess of $500,000; (ixviii) the Bankruptcy Court enters an order authorizing or directing the assumption or rejection of an executory contract or unexpired lease other than in accordance with the Plan or as otherwise approved in writing by the Requisite Noteholders; (xix) the commencement of an avoidance action or other legal proceeding by the Company or any other party that challenges to challenge the validity, enforceability or priority of the Senior Notes, or otherwise affects the rights and remedies of any Consenting HolderHolder (solely in their capacity as holders of Senior Notes); (xix) the termination of, or occurrence of an event of default (as defined in the applicable agreement) under any commitment or agreement to provide post-petition debtor-in-possession financing or exit financing to the Company to the extent permitted hereunder, which shall not have been cured within any applicable grace periods or waived pursuant to the terms of the commitment or agreement governing such facility; (xiixi) the termination of, or occurrence of an event of default (as defined in the applicable order or agreement) under, any order or agreement permitting the use of cash collateral to the extent permitted hereunder which shall not have been cured within any applicable grace periods or waived pursuant to the terms of such order or agreement; (xii) commence insolvency or similar proceedings in any jurisdiction with respect to any of its foreign subsidiaries, but only to the extent that such insolvency or similar proceedings has a material adverse impact on the Company’s businesses or Chapter 11 Cases; orDB02:8441710.2 068401.1001 (xiii) the commencement Bankruptcy Court having entered an order (1) directing the appointment of any voluntary an examiner with expanded powers or involuntary a trustee, (2) converting the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code or (3) dismissing the Chapter 11 cases Cases; (xiv) a material increase in the aggregate amount of the prepetition liabilities against the Company previously disclosed, orally or similar insolvency proceedings by or against Caraustar in writing, to the Ad Hoc Committee (or any of its direct member thereof) or indirect subsidiaries to the Ad Hoc Committee Advisors, including liabilities disclosed in the due diligence materials provided or made available to the Ad Hoc Committee (or any member thereof) or to the Ad Hoc Committee Advisors prior to the Filing Datecommencement of these Chapter 11 Cases. For the purposes of this provision, an asserted claim shall only be considered a prepetition liability to the extent that, in the good faith opinion of the Ad Hoc Committee’s counsel, it will result in an Allowed Claim (as defined in the Plan). A material increase for the purposes of this subsection (xiv) shall mean an increase that results in Allowed General Unsecured Claims (as defined in the Plan) in excess of $16.5 million; or (xv) the failure to satisfy any of the conditions to effectiveness set forth in the Plan by the deadlines set forth in such Plan.

Consenting Holders’ Termination Events. This Agreement may be terminated by delivery of written notice of termination by the Requisite Noteholders, delivered in accordance with Section 20 hereof, at any time after upon the occurrence of, and during the continuation of, any of the following events (each, a “Consenting Holders’ Termination Event”), unless waived in writing by the Requisite Noteholders in their sole discretion:): (i) the failure a material breach by the Company to comply with of any of its obligations under any of the Definitive Documents; (ii) a material breach by the Company of any of the provisions of Sections 4(a) or 4(b4(a)-(l) of this Agreement; (iiiii) any representation made by the Company in this Agreement proves to have been materially incorrect on the Lock-Up date hereof, the date when such representation was made or on the Effective Date (other than a representation expressly made as to Date, which breach remains uncured for a period of time other than three (3) Business Days after delivery to the Lock-Up Effective Date)Consenting Holders, or receipt by the Company from the Consenting Holders, in either case, of written notice of such breach; (iiiiv) 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, provided, however, that it shall not be deemed a material portion for purposes of this subsection if the Exchange Offer is enjoined and the Conforming Plan has not been enjoined; (ivv) any event, change, effect, occurrence, development, circumstance or change of fact occurs that has or would reasonably be expected to have a Material Adverse Effect or that materially impairs the ability of the Company to perform its obligations under this Agreement or have Agreement, which breach remains uncured for a material adverse effect onperiod of three (3) Business Days after delivery (vi) to the Consenting Holders, or prevent or materially delay receipt by the consummation ofCompany from the Consenting Holders, the Restructuring Transactionsin either case, of written notice of such breach; (vvii) the Bankruptcy Court enters an order that grants relief that is materially inconsistent with this Agreement Agreement, the Restructuring Term Sheet or the Conforming Plan in any respect; (vi) the Bankruptcy Court enters an order directing the appointment of an examiner with expanded powers; (viiviii) the Bankruptcy Court enters an order modifying or terminating the Company’s exclusive right to file and/or solicit acceptances of a plan of reorganization; (viiiix) the Bankruptcy Court grants relief terminating, annulling, annulling or modifying the automatic stay (as set forth in section 362 of the Bankruptcy Code) with regard to permitting the taking of any assets of the Company having an aggregate fair market value in excess of $500,000; (ix) , except as covered by insurance; provided, however, that the Bankruptcy Court enters an order authorizing or directing aggregate liability to the assumption or rejection of an executory contract or unexpired lease other than in accordance with the Plan or as approved in writing by the Requisite NoteholdersCompany after giving effect to any insurance proceeds shall not exceed $500,000; (x) the commencement of an avoidance action or other legal proceeding by the Company or any other party with standing to bring such action (a “Proceeding”) that challenges seeks to challenge the validity, enforceability or priority of the Senior Notes or the New Notes, or otherwise materially affects the rights and remedies of any Consenting Holder solely in such Consenting Holder’s capacity as a holder of Notes or New Notes, which Proceeding is not stayed or dismissed within three (3) Business Days of the receipt by the Company of written notice of such Proceeding; (xi) the termination of, or occurrence of an event of default (as defined in the applicable agreement) under any commitment or agreement to provide post-petition debtor-in-possession financing or exit financing to the Company to the extent permitted hereunder, which shall not have been cured within any applicable grace periods or waived pursuant to the terms of the commitment or agreement governing such facility; (xii) the termination of, or occurrence of an event of default (as defined in the applicable order or agreement) under, any order or agreement permitting the use of cash collateral to the extent permitted hereunder which shall not have been cured within any applicable grace periods or waived pursuant to the terms of such order or agreement; or; (xiii) the commencement Bankruptcy Court having entered an order (A) directing the appointment of any voluntary an examiner with expanded powers or involuntary a trustee, (B) converting the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, or (C) dismissing the Chapter 11 cases Cases; (xiv) a material deviation in amount or similar insolvency proceedings by type from the liabilities previously disclosed in writing to the Ad Hoc Committee or against Caraustar or any of its direct or indirect subsidiaries to the Ad Hoc Committee Advisors, including liabilities disclosed in the due diligence materials provided to the Ad Hoc Committee Advisors prior to the Filing commencement of the Chapter 11 Cases; or (xv) the failure to satisfy any of the conditions to effectiveness set forth in the Conforming Plan after the Confirmation Date.