Disclosure Statement and Plan Clause Samples
The Disclosure Statement and Plan clause outlines the requirement for parties to provide a comprehensive statement detailing the terms, conditions, and effects of a proposed plan, often in the context of bankruptcy or restructuring. This clause typically mandates that the disclosing party supply all relevant financial and operational information necessary for stakeholders to make informed decisions about the plan, such as how creditors will be treated or how assets will be distributed. Its core function is to ensure transparency and informed consent among affected parties, thereby facilitating fair and orderly proceedings.
Disclosure Statement and Plan. (a) Not later than ten (10) Business Days after the Bankruptcy Court enters the Approval Order or such longer period as may be agreed to by the Company and the Buyer, the Company and the other Debtors shall file the Plan with the Bankruptcy Court and seek approval from the Bankruptcy Court of a Second Amended and Restated Disclosure Statement, consistent with the terms and conditions set forth in this Agreement and subject in form and substance to the reasonable approval of the Buyer (the "DISCLOSURE STATEMENT"), recommending the approval of the Plan. Without limiting the foregoing, the Plan will provide for payment and satisfaction of all Excluded Liabilities. All Old Common Stock and any rights to purchase Old Common Stock will be discharged, cancelled or otherwise terminated pursuant to the Plan and upon consummation of the transactions contemplated hereby. All information concerning the Company and the other Debtors provided by the Company and/or the other Debtors and contained in the Disclosure Statement shall be, as applicable, accurate in all material respects and shall comply with the requirements of the Bankruptcy Code and other applicable law. The Company shall promptly notify the Buyer if at any time before the Effective Date it becomes aware that the Disclosure Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. In such event, the Company shall make the appropriate filings with the Bankruptcy Court regarding such misstatement or omission and take such other actions to address such misstatement or omission as required by the Bankruptcy Court.
(b) Upon approval of the Disclosure Statement by the Bankruptcy Court, the Company and the other Debtors shall transmit the Disclosure Statement to holders of claims and equity interests in the Reorganization Cases. The Company shall use, and cause each of the other Debtors to use, their reasonable best efforts to solicit acceptance of the Plan and obtain the entry of the Confirmation Order (including by seeking confirmation of the Plan pursuant to Section 1129(b) of the Bankruptcy Code in the event any class of claims or interests shall have failed to accept the Plan or in the event any such class is deemed to have rejected the Plan) as soon as practicable after approval of the Disclosure Statement. Prior to t...
Disclosure Statement and Plan. The Company will prepare and file with the Bankruptcy Court the Plan (and a related disclosure statement (the “Disclosure Statement”)) reflecting the terms and conditions set forth in the Term Sheet and in form and substance reasonably acceptable to the Required Backstop Parties and will use commercially reasonable efforts to seek Bankruptcy Court approval thereof under sections 1125 and 1129 of the Bankruptcy Code. Prior to filing or disseminating any revision, supplement, modification or amendment to the Plan, the Disclosure Statement or any version of the Plan or the Disclosure Statement, the Company will provide counsel to the Backstop Parties a copy of such filing, revision, modification, supplement or amendment and a reasonable opportunity to review and comment on such documents prior to being filed or disseminated; provided, that such review and comment shall not constitute a presumption or other determination that the documents constitute (and comply with the definition of) either a Plan or a Disclosure Statement, as applicable. In addition, the Company will provide counsel to the Backstop Parties a copy of a draft of the Confirmation Order and a reasonable opportunity to review such draft prior to such order being filed with the Bankruptcy Court. The Company shall not make any revision, supplement, modification or amendment to the Plan or the Disclosure Statement that would change, in a manner that is adverse to the Backstop Parties, any of the terms set forth on the Term Sheet without the prior written consent of more than sixty-five percent (65%) of the Backstop Parties (by purchase obligation) (the “Required Backstop Parties”), and (ii) with respect to any change that adversely affects a Backstop Party in a manner different from the other Backstop Parties, the consent of such Backstop Party.
Disclosure Statement and Plan. As promptly as practicable, UPC and New UPC shall prepare and, subject to the approval of UGC and after consultation with the Committee, file with the US Bankruptcy Court promptly after the Filing Date the Disclosure Statement and Plan, which shall be consistent with all of the disclosures contained in (or, to the extent it is determined that such documents need not be prepared, would be required to be contained in) the Prospectus as well as such other disclosures and information as may be required under the US Bankruptcy Code or US Bankruptcy Rules or applicable Dutch or Luxembourg securities laws or the inclusion of which is otherwise deemed advisable by UPC in connection with the solicitation of votes in favor of the Plan. The UGC Group, New UPC, the Participating Noteholders and UPC shall cooperate with each other and provide each other with all information necessary in order to prepare the Disclosure Statement and the Plan. The offer to exchange shares of New UPC Common Stock for the Belmarken Notes, the UPC Notes, the claims of the General Unsecured Creditors, the Litigation Claims, the UPC Preference Shares A, the UPC Ordinary Shares A and the UPC Priority Shares will be described in the Disclosure Statement and the Plan. Each of UPC, the UGC Group and New UPC shall use its respective commercially reasonable efforts to (i) have the Disclosure Statement and the Plan approved by the US Bankruptcy Court as promptly as practicable after such filing, and (ii) to cause the Disclosure Statement, together with any amendment or supplement thereto, to be mailed to the holders of the Belmarken Notes, the UPC Notes, the UPC Preference Shares A and the UPC Ordinary Shares A, as well as to the Other Creditors and to all other holders of claims against, and interests in, UPC who are entitled to receive such Disclosure Statement and the Plan, as promptly as practicable after the Disclosure Statement is approved by the US Bankruptcy Court. The Participating Noteholders agree not to object to the approval of the Disclosure Statement as long as it complies in all material respects with the terms of this Agreement.
Disclosure Statement and Plan. The U.S. Borrower shall deliver a draft of its disclosure statement and plan of reorganization under Chapter 11 of the U.S. Bankruptcy Code to the Agents on or before November 20, 2001, and shall use commercially reasonable efforts to complete a disclosure statement and plan in form and substance satisfactory to the Agents by December 10, 2001. The provisions contained in paragraphs (a), (c), (d), (f), (i), (o), (r), (s) and (u) above shall continue to and including the date of termination of the Forbearance Period (and shall terminate on such date) and the provisions contained in paragraphs (b), (e), (g), (h), (j), (k), (l), (m), (n), (p), (q) and (t) shall survive termination of the Forbearance Period. Nothing in this Agreement, including paragraph 4(s) or the termination thereof, shall prejudice or otherwise affect the right of any party to argue that the sale of Obsolete Inventory by a Borrower does or does not constitute a Permitted Disposition or that the proceeds of any such sale do or do not constitute Net Disposition Proceeds, and no party shall assert in any proceeding or other context that terms of paragraph 4(s) or the termination thereof are relevant to any such argument.
Disclosure Statement and Plan. Any modifications to the Disclosure Statement and the Plan shall be materially consistent with the terms of this Agreement and shall be reasonably acceptable to the Backstop Parties.
Disclosure Statement and Plan. As promptly as practicable, but not less than fifteen (15) calendar days prior to the Planned Filing Date, UPC Polska shall prepare and circulate the Plan to UPC Telecom and the Participating Noteholders. The Plan shall contain customary conditions precedent to the consummation of the Plan including, without limitation, the requirements that (i) the New UPC Polska Notes be listed on The PORTAL Market and (ii) the New UPC Polska Notes shall have been rated by either Standard and Poor’s Ratings Group or ▇▇▇▇▇’▇ Investors Service, Inc. Provided that (a) a Majority-in-Interest of the Participating Noteholders does not give written notice within fifteen (15)-days of receipt of the Plan that the contents of the Plan are inconsistent in any material respect with this Agreement, stating such inconsistencies with specificity, or (b) if such notice has been provided, any such inconsistency has been remedied to the satisfaction of a Majority-in-Interest of the Participating Noteholders, UPC Polska shall, subject to the approval of UPC Telecom, file the Plan with the US Bankruptcy Court as promptly as practicable thereafter, but in any event within no more than three (3) Business Days following the last to occur of the Filing Date, the expiration of the fifteen (15)-day period provided for in the immediately preceding subsection (a) or the satisfaction of the requirements in the immediately preceding subsection (b). If the Participating Noteholders object to the contents of the Plan and UPC Polska continues to work in good faith to resolve such objections, the right of the Participating Noteholders to terminate this Agreement pursuant to Section 9.1(a)(ii) and 9.1(a)(iii) hereof, shall not be available until thirty (30) calendar days following the date on which UPC Polska receives the Participating Noteholders’ objections. Within not more than fifteen (15) calendar days after the Filing Date, UPC Polska shall prepare and circulate the Disclosure Statement to UPC Telecom and the Participating Noteholders. Provided that (x) a Majority-in-Interest of the Participating Noteholders does not give notice within fifteen (15) days of receipt of the Disclosure Statement that the contents of the Disclosure Statement are inconsistent in any material respect with this Agreement, stating such inconsistencies with specificity, or (y) if such notice has been provided, any such inconsistency has been remedied to the satisfaction of a Majority-in-Interest of the Participating Noteholde...