Existing Equity Interests. As of immediately prior to the Restructuring, Schedule 3.05 of the Disclosure Schedule sets forth a complete and accurate statement of such Rollover Holdco Member or Direct Rollover Member’s beneficial and record ownership of Group Entity Interests and Equity Interests in Holdings (if any). As of immediately prior to the Restructuring, such Member was the beneficial owner of, and had good, valid and marketable title to, such Group Entity Interests (and Equity Interests in Holdings, as applicable), free and clear of all Liens (other than restrictions on transfer arising under applicable securities laws or the LLC Agreement with respect to such Acquired Entity).
Existing Equity Interests. On the Effective Date, the Old Parent Interests shall be terminated and cancelled without further notice to or order of the Bankruptcy Court, act or action under applicable law, regulation, order, or rule or any requirement of further action, vote or other approval or authorization by any Person or Entity. On the Effective Date, the Intercompany Equity Interests shall remain effective and outstanding, except to the extent modified pursuant to the terms of the Reorganization Steps Overview, and shall be owned and held by the same applicable Person or Entity that held and/or owned such Intercompany Equity Interests immediately prior to the Effective Date. Each Parent Subsidiary shall continue to be governed by the terms and conditions of its applicable corporate governance documents as in effect immediately prior to the Effective Date, except as amended or modified by this Plan or the Plan Supplement.
Existing Equity Interests. All issued, unissued, authorized, or outstanding ordinary shares or shares of common stock, preferred stock, other instrument evidencing an ownership interest, and/or any other Interest, in Holdings, whether or not transferable, together with any warrants, options, equity-based awards, or contractual rights to purchase or acquire such interests at any time and all rights arising with respect thereto that existed immediately before the Effective Date (collectively, the “Existing Equity Interests”). Case Financing for the Restructuring The Chapter 11 Cases shall be funded by: (i) Cash Collateral on terms and conditions acceptable to the Required Consenting First Lien Lenders, Required Consenting Noteholders and the Debtors and otherwise consistent with the DIP Facility Term Sheet and the DIP Documents; (ii) a secured, multi-draw, junior lien debtor-in-possession financing facility in the aggregate principal amount of up to $64 million (the “DIP Facility”, and the loans thereunder, the “DIP Loans”), that shall contain economic terms consistent with those set forth in the DIP Facility Term Sheet, subject to the terms and conditions set forth in the DIP Documents; and (iii) proceeds from the Equity Rights Offering as described in the Equity Rights Offering Term Sheet. The initial lenders under the DIP Facility will be the Initial Consenting Noteholders, severally, but not jointly, and the DIP Loans will be funded pro rata based on the amount of Unsecured Notes Claims held by such holders pursuant to the terms of the DIP Documents. As a condition precedent to the obligations of the Initial Consenting Noteholders to make DIP Loans under the DIP Documents, among other things, the Required Consenting First Lien Lenders shall have directed the First Lien Agent, on behalf of itself and the First Lien Lenders, to join the Restructuring Support Agreement. Amended and Restated Credit Agreement As of the Effective Date, the Reorganized Debtors and the First Lien Lenders will enter into the Amended and Restated Credit Agreement on the terms set forth in the Amended and Restated Credit Agreement Term Sheet. New Common Interests Holdings or such other entity as may be determined by the Debtors and the Required Consenting Noteholders to be the Debtors’ new corporate parent (the “Reorganized Parent”) shall, (i) on the Effective Date or (ii) as otherwise permitted pursuant to the Plan and the New Corporate Governance Documents, issue the New Common Interests in accordance with...
Existing Equity Interests. Any issued, unissued, authorized, or outstanding shares of common stock, preferred shares, or other instrument evidencing an ownership interest in XXXXX, whether or not transferable, together with any warrants, equity-based awards, or contractual rights to purchase or acquire such equity interests (including under any employment or benefits agreement) at any time and all rights arising with respect thereto that existed immediately before the Plan Effective Date. For the avoidance of doubt, Existing Equity Interests include any equity interests held by the Consenting Stockholder Parties and any equity interests issued to a Company Party’s current or former employees and non-employee directors, various forms of long-term incentive compensation, including stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares/units, incentive awards, cash awards, and other stock-based awards, in each case, whether vested or unvested. 6 Includes $132 million principal of DIP Term Loans plus $19.4 million in additional loans on account of the Backstop Fee (as defined below) plus $2.0 million in additional loans on account of fees payable to an Additional Financing Party pursuant to the Transaction Support Agreement. 7 Includes $142 million principal of DIP Term Loans plus $23.4 million in additional loans on account of the Backstop Fee. 8 Inclusive of the FILO Prepayment Premium and the unpaid portion of the Collateral Monitoring Fee (as defined in the FILO Fee Letter) that was earned as of the Petition Date for the first year of the FILO defined in the FILO Fee Letter) that was earned as of the Petition Date for the first year of the FILO Facility, pursuant to the terms of the ABL Credit Agreement and related documents in respect of the ABL Facility.
Existing Equity Interests. Each Allowed Equity Interest shall be Unimpaired under the Plan, and on the Effective Date, such Allowed Equity Interests shall be reinstated. Professional Fees: Genco will pay fees and expenses of WF&G and HL upon consummation of the Plan in accordance with the terms of their respective engagement letter agreements with Genco. Releases: The Plan will provide for releases (including from the holders of Claims and from the Debtor) substantially in the form of the following: Releases by the Debtor. On and after the Effective Date, for good and valuable consideration, each Released Party is and is deemed released and discharged by the Debtor, the Reorganized Debtor, its Estate, and any successor to any of the foregoing, from any and all Claims and Causes of Action, whether known or unknown, including any derivative claims that could be asserted on behalf of the Debtor, that the Debtor, the Reorganized Debtor, or its Estate would have been legally entitled to assert in its own right (whether individually or collectively) or on behalf of the holder of any Claim or interest, based on or relating to, or in any manner arising from, in whole or in part, the Debtor (including the management, ownership or operation thereof), the Debtor’s restructuring efforts, intercompany transactions involving the Debtor or its subsidiaries, transactions involving the Debtor or its subsidiaries pursuant and/or related to the Shared Services Agreement, the Power Purchase Agreement, or the Tax Sharing Agreement, the Indenture any preference or avoidance claim relating to transfers made or obligations incurred by the Debtor or its subsidiaries pursuant to sections 544, 547, 548, and 549 of the Bankruptcy Code, the formulation, preparation, dissemination, or negotiation of the Restructuring Support Agreement or the Genco Working Capital Facility, or any contract, instrument, release, or other agreement or document created or entered into in connection with the Restructuring Support Agreement, the Exchange Offers, the Consent Solicitations, the Plan, the Chapter 11 Case, the filing of the Chapter 11 Case, the pursuit of Confirmation, the pursuit of Consummation, the administration and implementation of the Plan, including the issuance or distribution of Securities pursuant to the Plan, or the distribution of property under the Plan or any other related agreement, or upon any other act or omission, transaction, agreement, event, or other occurrence taking place on or before the Effective...
Existing Equity Interests. On the Effective Date, all Existing Equity Interests will be deemed cancelled and will not be entitled to any distribution.
Existing Equity Interests. Consisting of any common stock, preferred stock or other ownership interest of or in the Company pursuant to the Company Certificate of Incorporation or otherwise that are issued and outstanding as of the Petition Date (the “Existing Equity Interests”). Implementation: The Company will commence the Chapter 11 Case and implement the Restructuring pursuant to the Plan as provided in the Restructuring Support Agreements. The solicitation of votes on the Plan from the Senior Noteholders and the Convertible Noteholders will be made pursuant to Section 4(a)(2) and/or Regulation D of the Securities Act of 1933, as amended (the “Securities Act”).
Existing Equity Interests. On the Effective Date, Existing Equity Interests will be cancelled, released, and extinguished and will be of no further force or effect, whether surrendered for cancellation or otherwise. Each holder of Existing Equity Interests will receive its Pro Rata share of $500,000 in Cash. Impaired — Entitled to Vote.
Existing Equity Interests. On the Effective Date, Existing Equity Interests will be cancelled, released, and extinguished and will be of no further force and effect. Each holder of Existing Equity Interests will receive either: (1) if a Registered Holder holds fewer than or equal to 2,000 shares of Existing Equity Interests, Cash in an amount equal to the inherent value of such Registered Holder’s Pro Rata share of (i) 9% of the total New Common Shares issued pursuant to the Plan on the Effective Date, subject to dilution by the Rights Offering Equity, the Warrant Equity, the MIP Equity, and the New Common Shares issued pursuant to the Backstop Commitment Premium, (ii) the Warrants, and (iii) the right to participate in the Existing Equity Interests Rights Offering (the “Existing Equity Cash Out”); or (2) for any other holder of Existing Equity Interests, such holder’s Pro Rata share of (i) 9% of the total New Common Shares issued pursuant to the Plan on the Effective Date, subject to dilution by the Rights Offering Equity, the Warrant Equity, the MIP Equity, and the New Common Shares issued pursuant to the Backstop Commitment Premium; provided, however, that the amount of total New Common Shares available to be issued pursuant to this provision shall be reduced by the amount of New Common Shares that would have been distributed to holders of Existing Equity Interests in the absence of the Existing Equity Cash Out, (ii) the Warrants, and (iii) the right to participate in the Existing Equity Interests
Existing Equity Interests. The treatment of holders of equity interests in Holdings including common stock, preferred stock and any options, warrants or rights to acquire any equity interests, will be as agreed among the Company and the Back Stop Parties and as set forth in the Plan.
