Consenting Noteholder Termination Events Sample Clauses
Consenting Noteholder Termination Events. The Requisite Consenting Noteholders, in their sole discretion, may terminate this Amended Agreement with respect to the Consenting Noteholders (a “Consenting Noteholder Termination”) upon or at any time following the occurrence of any of the following events (each, a “Consenting Noteholder Termination Event”), by giving written notice of such termination to each of the other Parties, and such termination shall be effective immediately upon delivery of such written notice to each of the other Parties in accordance with Section 25 hereof, except to the extent that such Consenting Noteholder Termination Event has been waived in writing by the Requisite Consenting Noteholders in their sole discretion:
(a) Any of the Definitive Documentation is amended or modified in a manner that is inconsistent with this Amended Agreement, and such amendment or modification has not been revoked or withdrawn within three (3) business days of written notice from the Requisite Consenting Noteholders (which notice may be provided by Stroock at the direction of the Requisite Consenting Noteholders) to the other Parties hereto;
(b) the issuance by any governmental authority, any regulatory authority, or any court of competent jurisdiction, of any ruling or order enjoining the substantial consummation of the Transactions on the terms and conditions set forth in this Amended Agreement, the Term Sheet and the Definitive Documentation; provided, however, that any Party shall have five (5) business days after issuance of such ruling or order to obtain relief that would allow consummation of the Transactions in a manner that (i) does not prevent or diminish in a material way compliance with the terms of this Amended Agreement, and (ii) is acceptable to the Requisite Consenting Noteholders in their reasonable discretion;
(c) the breach in any material respect (without giving effect to any “materiality” qualifiers set forth therein) of any of Ascent, Monitronics or one or more of the Consenting Term B-2 Lenders (in the case of the Consenting Term B-2 Lenders, solely to the extent that the non-breaching Consenting Term B-2 Lenders own or control, in the aggregate, 50% or less of the aggregate principal amount of the Term B-2 Loans and solely in the context of the Second Lien Exchange Transaction) of any representation, warranty, or covenant of such Party set forth in this Amended Agreement (it being understood and agreed that any actions required to be taken by any Party that are included ...
Consenting Noteholder Termination Events. The Required Consenting Noteholders shall have the right, but not the obligation, upon written notice to the other Parties, to terminate the obligations of the Consenting Noteholders under this Agreement upon the occurrence of any of the following events, unless waived, in writing, by the Required Consenting Noteholders (each, a “Consenting Noteholder Termination Event,” and together with the Consenting RBL Lender Termination Events, the “Restructuring Support Party Termination Events”):
(a) the failure of the Debtors to meet any of the Milestones in Section 4 unless (i) such failure is the direct result of any act, omission, or delay on the part of any Restructuring Support Party in violation of its obligations under this Agreement, or (ii) such Milestone is extended by the Majority Restructuring Support Parties in accordance with Section 4;
(b) the conversion of one or more of the Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code;
(c) the appointment of a trustee, receiver, or examiner with expanded powers beyond those set forth in section 1106(a)(3) and (4) of the Bankruptcy Code in one or more of the Chapter 11 Cases;
(d) any Debtor (i) files, amends or modifies, or files a pleading seeking authority to amend or modify, the Definitive Documentation in a manner that is inconsistent with this Agreement, or (ii) announces that it will no longer support the Restructuring, in each case without the prior consent of the Majority Consenting Noteholders;
(e) any Debtor joins in or supports any Alternative Transaction, or files any motion or application seeking authority to sell any assets, without the prior written consent of the Majority Restructuring Support Parties;
(f) the issuance of any ruling or order by any governmental authority, including the Bankruptcy Court, or any other court of competent jurisdiction, or other regulatory authority, enjoining or otherwise making impractical the substantial consummation of the Restructuring on the terms and conditions set forth in the Term Sheet or the Plan, or the commencement of any action by any governmental authority or other regulatory authority that could reasonably be expected to enjoin or otherwise make impractical the substantial consummation of the Restructuring on the terms and conditions set forth in the Term Sheet or the Plan; provided, however, that the Debtors shall have five business days after issuance of such ruling, order, or action to obtain relief that would allow consummation of...
Consenting Noteholder Termination Events. This Agreement may be terminated by the Required Consenting Noteholders by the delivery to the Company Parties of a written notice in accordance with Section 14.10 hereof upon the occurrence of the following events:
(a) the breach in any material respect by a Company Party of any of the representations, warranties, or covenants of the Company Parties set forth in this Agreement that (i) is adverse to the one or more of the Consenting Noteholders seeking termination pursuant to this provision and
Consenting Noteholder Termination Events. This Agreement shall automatically terminate and, except as otherwise provided herein, all obligations of the Parties shall immediately terminate and be of no further force and effect upon the occurrence and continuation of any of the following events:
(a) in connection with a CBCA Proceeding, and provided with respect to items (ii) and (iii) below that a CCAA Plan Proceeding has not been commenced in accordance with the terms hereof:
(i) failure of the Debtors to obtain the Interim Order on or before February 3, 2012;
(ii) failure to obtain the Shareholder Resolution or Shareholder Order or hold the Shareholder Vote or Voting Meetings within 35 days of entry of the Interim Order; Interim Order;
(iii) failure to obtain the Final Order within 40 days of entry of the (iv) failure to achieve CBCA Plan Implementation within 3 business days of entry of the Final Order (the “CBCA Outside Date”); and
(v) failure to obtain an order of the US Court recognizing the Interim and Final Orders in full force and effect in the United States within 3 business days of entry of the Final Order;
(b) in connection with a CCAA Plan Proceeding:
(i) failure of the Debtors to obtain the Initial Order, including the filing of a Plan, within 3 business days of the deadlines set forth in Section 3.2(a)(ii)(C) hereof, or failure of the Steering Group to obtain the Steering Group Relief within 3 business days of filing its application, as applicable;
(ii) provided that a CCAA Plan Failure has not occurred, failure of the Debtors to obtain an order of the Canadian Court sanctioning the Plan within 40 days of obtaining the Initial Order (the “Sanction Order”); and
(iii) failure of the CCAA Plan to become effective within 25 days of the Sanction Order (the “CCAA Outside Date” and, together with the CBCA Outside Date, the “Outside Date”);
(c) in connection with US Cases, where a CCAA Plan Proceeding is commenced:
(i) where the US Cases are commenced as chapter 11 proceedings, failure of the Debtors to meet corresponding requirements set forth in Section 6.1(b) within the timeframe set forth therein; and
(ii) where the US Cases are commenced as a chapter 15 recognition proceeding, failure of the Debtors to obtain a recognition order of the US Court recognizing the Initial Order and Sanction Order, and any other relevant orders of the Canadian Court, in full force and effect in the United States, within 3 business days of entry of the Sanction Order;
(d) upon a CCAA Plan Failure;
(e) the bre...
Consenting Noteholder Termination Events. The Required Consenting Noteholders shall have the right, but not the obligation, upon written notice to the other Parties, to terminate the obligations of the Consenting Noteholders under this Agreement upon the occurrence of any of the following events (each, a “Consenting Noteholder Termination Event”), unless waived, in writing, by the Required Consenting Noteholders on a prospective or retroactive basis:
(a) the failure of the Stone Parties to meet any Milestone;
(b) the termination of the Appalachia PSA or any reduction, amendment or modification of the purchase price set forth therein to an amount in cash less than $350 million (other than as a result of adjustments in the purchase price as provided for in the Appalachia PSA), other than termination of the Appalachia PSA by the Stone Parties signatory thereto pursuant to section 11.01(h) thereof for the purpose of selecting an Alternative Bid acceptable to the Required Consenting Noteholders;
(c) the Bankruptcy Court enters an order converting one or more of the Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code or dismissing any of the Chapter 11 Cases;
Consenting Noteholder Termination Events. The Required Consenting Noteholders shall have the right, but not the obligation, upon written notice to the other Parties, to terminate the obligations of the Consenting Noteholders under this Agreement upon the occurrence of any of the following events (each, a “Consenting Noteholder Termination Event”), unless waived, in writing, by the Required Consenting Noteholders on a prospective or retroactive basis: the failure to meet any Milestone unless (i) such failure is the result of any act, omission, or delay on the part of any Consenting Noteholder in violation of its obligations under this Agreement or (ii) such Milestone is waived in accordance with Section 28 of this Agreement;