Debtors’ Termination Events. A Debtor may terminate this Agreement as to it upon five (5) Business Days’ prior written notice to the other Parties, delivered in accordance with Section 14.8 hereof, upon the occurrence and during the continuation of any of the following events:
(a) beneficial holders (or investment advisors or managers for such beneficial holders or discretionary accounts of such beneficial holders) of at least 50.10% of the aggregate outstanding principal amount of the TCEH First Lien Claims (determined without regard to any claims held by Debtors) have not executed and delivered to the other Parties signature pages to this Agreement on or before September 11, 2015, provided that this Agreement may only be terminated pursuant to this clause (a) before the earlier to occur of (i) entry of the PSA Approval Order or (ii) entry of the Disclosure Statement Order;
(b) beneficial holders (or investment advisors or managers for such beneficial holders or discretionary accounts of such beneficial holders) of at least 50.10% of the aggregate outstanding principal amount of the TCEH Second Lien Note Claims (determined without regard to any claims held by Debtors) have not executed and delivered to the other Parties signature pages to this Agreement on or before September 11, 2015, provided that this Agreement may only be terminated pursuant to this clause (b) before the earlier to occur of (i) entry of the PSA Approval Order and (ii) entry of the Disclosure Statement Order;
(c) beneficial holders (or investment advisors or managers for such beneficial holders or discretionary accounts of such beneficial holders) of at least 66.67% of the aggregate outstanding principal amount of the TCEH Unsecured Note Claims (determined without regard to any claims held by Debtors) have not executed and delivered to the other Parties signature pages to this Agreement on or before September 11, 2015, provided that this Agreement may only be terminated pursuant to this clause (c) before the earlier to occur of (i) entry of the PSA Approval Order and (ii) entry of the Disclosure Statement Order;
(d) subject to the occurrence of the Plan Support Termination Date, the knowing and willful breach by any of the Investor Parties, Consenting Interest Holders, or Consenting TCEH Creditor Parties of any of the representations, warranties, or covenants of such breaching Party as set forth in this Agreement that would prevent and result in a material adverse effect on the consummation of all Alternative Rest...
Debtors’ Termination Events. This Agreement may be terminated by the Debtors, in their sole discretion, with respect to any Investor (a “Debtor Termination Event”) (i) by providing written notice of the occurrence of a material breach by such Investor of any obligation, representation, warranty, covenant or Commitment of such Investor set forth in this SRC Agreement that would have a material adverse impact on the consummation of the Agreed Plan and that remains uncured for a period of five Business Days of such Investor receiving written notice in accordance with Section 16 (Notices) hereof of such breach from the Debtors. The Debtors shall offer the Commitments of such terminated Investor to all of the other Investors according to their respective Commitment Percentages in the same manner as provided for any Untransferred Terminating Investor Commitment in the last paragraph of Section 12(b) hereof. The terminated Investor shall have no right to a Commitment Fee upon termination. Upon the assumption of any such Commitment, the assuming Investor shall have the same right to a Commitment Fee in respect of such assumed Commitment.
Debtors’ Termination Events. The Debtors may terminate this Agreement as to all Parties upon five (5) business days’ prior written notice, delivered in accordance with Section 10.09 hereof, upon the occurrence of any of the following events: (a) the breach by any of the Supporting Creditors of any material provision set forth in this Agreement that remains uncured for a period of ten (10 ) business days after the receipt by the Supporting Creditors of notice of such breach; (b) the board of directors, board of managers, or such similar governing body of any Debtor determines based on advice of counsel that proceeding with any of 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 final, non-appealable ruling or order enjoining the consummation of a material portion of the Restructuring; provided, that, for the avoidance of doubt, a ruling by the Bankruptcy Court that the Plan is not confirmable as a result of terms included therein and contemplated by one or more provisions of the Restructuring Term Sheet shall not, by itself, constitute a termination event pursuant to this Section 7.02(c).
Debtors’ Termination Events. (a) The Debtor may terminate this Agreement upon ten (10) business days’ prior written notice, delivered in accordance with Section 9.09 hereof, upon the occurrence of any of the following events:
(i) the breach by 210 of any material provision set forth in this Agreement that remains uncured for a period of fifteen (15) business days after the receipt by 210 of notice of such breach; or
(ii) the issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any final, non-appealable ruling or order enjoining the consummation of a material portion of the Restructuring.
(b) If the Debtor determines, on the advice of counsel, that it is in the best interest of the Debtor and its estate to terminate this Agreement to pursue an alternative transaction, the Debtor may terminate this Agreement ten (10) days after providing 210 notice in writing of its intent to terminate the Agreement to pursue an alternative transaction with a bona fide third party; provided that 210 shall be given a right of first refusal to match the terms of any such alternative transaction.
Debtors’ Termination Events. Any Debtor may terminate this Agreement as to all Parties upon five (5) business days’ prior written notice, delivered in accordance with Section 14.09 hereof, upon the occurrence of any of the following events: (a) the Plan Effective Date shall not have occurred by the Outside Date; (b) the breach by any of the Consenting Creditors in any material respect of any provision set forth in this Agreement that is adverse to the Debtors and that remains uncured for a period of twenty (20) business days after the receipt by the Consenting Creditors of notice of such breach; (c) the board of directors, board of managers, or a similar governing body of any Debtor determines based on advice of counsel that proceeding with any of the Restructuring Transactions would be inconsistent with applicable law or its fiduciary obligations under applicable law; or (d) the issuance by any governmental authority, including any regulatory authority, the Bankruptcy Court, or another court of competent jurisdiction, of any ruling or order enjoining the consummation of a material portion of the Restructuring Transactions.
Debtors’ Termination Events. (a) The Debtor may terminate this Agreement upon ten (10) business days’ prior written notice, delivered in accordance with Section 9.09 hereof, upon the occurrence of any of the following events: (a) the breach by 210 of any material provision set forth in this Agreement that remains uncured for a period of fifteen (15) business days after the receipt by 210 of notice of such breach or (b) the issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any final, non-appealable ruling or order enjoining the consummation of a material portion of the Restructuring.
(b) If the Debtor determines, on the advice of counsel, that it is in the best interest of the Debtor and its estate to terminate this Agreement to pursue an alternative transaction, the Debtor may terminate this Agreement ten (10) days after providing 210 notice in writing of its intent to terminate the Agreement to pursue an alternative transaction, provided that:
(i) 210 shall have a right of first refusal to pursue any such alternative transaction on the same terms and conditions as the transaction with a third party and (ii) in the event that 210 determines not to pursue any such transaction, 210 shall be entitled to receive a breakup fee in the amount of $500,000, with such break-up fee (the “Break-up Fee”) to become a liquidated obligation of the Debtor on the date the Agreement terminates and shall, without the need for further action by the Debtor or 210, have an allowed administrative expense priority claim in the Chapter 11 case without the need for 210 to file any motion or application with the Bankruptcy Court, provided that 210 shall be entitled to file any such motion, application, or other pleading with the Bankruptcy Court seeking the entry of an order confirming the status of the administrative expense priority claim that in its sole discretion it determines to be in its best interest. Furthermore, the Debtor shall be required to pay 210 the Break-up Fee within thirty (30) days of the date that the termination of the Agreement pursuant to Section 7.02(b) shall become effective.
Debtors’ Termination Events. The Debtor may terminate this Agreement as to all Parties upon five (5) business days’ prior written notice, delivered in accordance with Section 11.11 of this Agreement, upon the occurrence of any of the following events: (a) the Plan Effective Date shall not have occurred by the Plan Outside Date; (b) the breach by any of the Consenting Creditors of any material provision set forth in this Agreement that remains uncured for a period of seven (7) days after the receipt by the Consenting Creditors of notice of such breach in accordance with Section 11.11 of this Agreement; (c) the issuance by any Governmental Entity of any final, non-appealable ruling or order enjoining the consummation of a material portion of the Restructuring Transactions; or (d) if the Debtor reasonably determines, after consultation with counsel, that the failure to terminate this Agreement would be inconsistent with its fiduciary duties under applicable law as referenced in Section 4.02(d) hereof.
Debtors’ Termination Events. The Debtors may terminate this Agreement as to all Parties upon the occurrence of any of the following events (each, a “Debtors Termination Event”): (a) the breach in any material respect by any of the Consenting Noteholders of any of the representations, warranties, or covenants of such Consenting Noteholders set forth in this Agreement; provided, however, that the Debtors shall transmit a notice to the Consenting Noteholders detailing any such breach, and the Consenting Noteholders shall have five business days after receiving such notice to cure any breach; (b) 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 Transactions; or (c) upon the determination of the Debtors in good faith and based on the advice of outside legal counsel to the Debtors’ Board of Directors that continued performance under this Agreement would be inconsistent with the exercise of applicable fiduciary duties imposed on such Debtor’s Board of Directors by law, provided, however, that as of the date of this Agreement, the Debtors represent and warrant to the Consenting Noteholders that nothing in this Agreement conflicts with applicable fiduciary duties imposed on the Debtors’ Board of Directors by law. In addition, the Agreement shall terminate upon the occurrence of either of the following events:
Debtors’ Termination Events. The Debtors may terminate this Agreement by providing five (5) business days’ prior written notice to the Signatory Investor, delivered in accordance with Section 12(l) hereof, upon the occurrence of any of the following events:
(i) the breach by any Investor of any representation, warranty or covenant of such Investor set forth in that would have a material adverse impact on the consummation of the Restructuring and that remains uncured for a period of five (5) business days of the Signatory Investor receiving written notice in accordance with Section 12(l) hereof of such breach from the Debtors;
(ii) the Company is unable to obtain sufficient commitments to achieve a New Cash Investment of at least R$3.5 billion by date which is 30 days after the first time any PSA is executed;
(iii) the Agreed Plan is not voted on by creditors in the General Assembly of Creditors or the requirements for court confirmation through an Article 58 Approval are not met on or prior to February 2, 2017;
(iv) the Debtors elect to prosecute or implement an Alternative Transaction in accordance with the proviso in Section 4(c)(iii) hereof;
(v) the Bankruptcy Court does not enter the Confirmation Order by the date that is four months following the date on which the Agreed Plan is voted on by creditors in the General Assembly of Creditors; provided that such period will be extended for so long as the Company continues to prosecute the confirmation of the Agreed Plan (whether through appeals or otherwise); and
Debtors’ Termination Events. The Debtors may terminate this Agreement by providing five (5) business days’ prior written notice delivered in accordance with Section 12(l) hereof, upon the occurrence of any of the following events:
(i) the aggregate value of holdings of the Anchor Investors of Existing Notes is less than $1.05 billion on the [earlier of (A) the date on which any General Assembly of Creditors is held and a quorum is present or (B) November [●], 2017];
(ii) the breach by the Signatory Investor of any representation, warranty or covenant of such Signatory Investor set forth in this Agreement that would have a material adverse impact on the consummation of the Restructuring and that remains uncured for a period of five (5) business days of the Signatory Investor receiving written notice in accordance with Section 12(l) hereof of such breach from the Debtors;
(iii) the Agreed Plan is not voted on by creditors in the General Assembly of Creditors on or prior to December 31, 2017;
(iv) the Debtors elect to prosecute or implement a Third Party Alternative Transaction in accordance with Section 4(c)(iii) hereof ; and
(v) the Plan Confirmation Date does not occur by the earlier of four months following the date on which the Agreed Plan is voted on by creditors in the General Assembly of Creditors; provided that such period will be extended for so long as the Company continues to prosecute the confirmation of the Agreed Plan (whether through appeals or otherwise).
