Common use of Fiduciary Duties of Parent Clause in Contracts

Fiduciary Duties of Parent. Notwithstanding anything to the contrary in this Agreement, Parent or its directors or officers (in such person’s capacity as a director or officer) may, upon prior delivery of a Termination Right Trigger Event Notice in accordance with Section 11.07(a) to the Consenting Stakeholders and the Shareholders, terminate this Agreement, if and solely to the extent that Parent’s board of directors reasonably determines, after receipt of a written legal opinion from counsel to Parent, that the failure to terminate this Agreement would necessarily violate such person’s fiduciary duties under applicable law; provided that Parent complies with each of the following: (a) within ten (10) calendar days of its delivery of such Termination Right Trigger Event Notice with respect to such termination, Parent replenishes or causes to be replenished to the applicable project accounts, all Cash Collateral made available to the Company Parties by the ALB Lenders (including the USD 10 million in Cash Collateral released pursuant to Section 4.02 of the Existing Plan Support Agreement); (b) Parent pays to the ALB Lenders the applicable Termination Payment in cash in full; (c) simultaneously with such termination, Parent publicly announces that it has entered into an Alternative Restructuring Plan that will, upon consummation of such Alternative Restructuring Plan, result in the payment in full in cash in U.S. dollars of all outstanding amounts owing to the Consenting Stakeholders; and (d) Parent’s board of directors has reasonably determined that the closing of such Alternative Restructuring Plan shall occur no later than 180 calendar days from the date of the delivery of such Termination Right Trigger Event Notice; provided further that any such Alternative Restructuring Plan shall close within 180 calendar days of delivery of such Termination Right Trigger Event Notice, and in no event later than thirty (30) calendar days following the expiration of this Agreement pursuant to Section 11.06(b). Each of the Filing Entities represents to the other Parties that as of the Agreement Effective Date, based on the facts and circumstances actually known by the Filing Entities as of the Agreement Effective Date, the Filing Entities’ entry into this Agreement is consistent with each of the Filing Entities’ fiduciary duties.

Appears in 2 contracts

Samples: Plan Support and Lock Up Agreement, Backstop Commitment Agreement

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Fiduciary Duties of Parent. Notwithstanding anything to the contrary in this Agreement, Parent or its directors or officers (in such person’s capacity as a director or officer) may, upon prior delivery of a Termination Right Trigger Event Notice in accordance with Section 11.07(a) to the Consenting Stakeholders and the Shareholders, terminate this Agreement, if and solely to the extent that Parent’s board of directors reasonably determines, after receipt of a written legal opinion from counsel to Parent, that the failure to terminate this Agreement would necessarily violate such person’s fiduciary duties under applicable law; provided that Parent complies with each of the following:following:‌ (a) within ten (10) calendar days of its delivery of such Termination Right Trigger Event Notice with respect to such termination, Parent replenishes or causes to be replenished to the applicable project accounts, all Cash Collateral made available to the Company Parties by the ALB Lenders (including the USD 10 million in Cash Collateral released pursuant to Section 4.02 of the Existing Original Plan Support Agreement); (b) Parent pays to the ALB Lenders and the Participating 2024 Noteholders the applicable Termination Payment (as set forth in cash the RJ Plan Term Sheet) in cash, in full; (c) simultaneously with such termination, Parent publicly announces that it has entered into an Alternative Restructuring Plan that will, upon consummation of such Alternative Restructuring Plan, result in the payment in full in cash in U.S. dollars of all outstanding amounts owing to the Consenting Stakeholders; and (d) Parent’s board of directors has reasonably determined that the closing of such Alternative Restructuring Plan shall occur no later than 180 calendar days from the date of the delivery of such Termination Right Trigger Event Notice; provided further that any such Alternative Restructuring Plan shall close within 180 calendar days of delivery of such Termination Right Trigger Event Notice, and in no event later than thirty (30) calendar days following the expiration of this Agreement pursuant to Section 11.06(b)11. Each of the Filing Entities represents to the other Parties that as of the Agreement Effective Date, based on the facts and circumstances actually known by the Filing Entities as of the Agreement Effective Date, the Filing Entities’ entry into this Agreement is consistent with each of the Filing Entities’ Entity’s fiduciary duties.

Appears in 1 contract

Samples: Plan Support and Lock Up Agreement

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Fiduciary Duties of Parent. Notwithstanding anything to the contrary in this Agreement, Parent or its directors or officers (in such person’s capacity as a director or officer) may, upon prior delivery of a Termination Right Trigger Event Notice in accordance with Section 11.07(a) to the Consenting Stakeholders and the Shareholders, terminate this Agreement, if and solely to the extent that Parent’s board of directors reasonably determines, after receipt of a written PRIVILEGED & CONFIDENTIAL ATTORNEY WORK PRODUCT legal opinion from counsel to Parent, that the failure to terminate this Agreement would necessarily violate such person’s fiduciary duties under applicable law; provided that Parent complies with each of the following: (a) within ten (10) calendar days of its delivery of such Termination Right Trigger Event Notice with respect to such termination, Parent replenishes or causes to be replenished to the applicable project accountsProject Accounts, all Cash Collateral made available to the Company Parties by the ALB Lenders (including the USD US$10 million in Cash Collateral released pursuant to Section 4.02 of the Existing Plan Support Agreementhereof); (b) Parent pays to the ALB Lenders the applicable Termination Payment (as defined in the Term Sheet) in cash in full; (c) simultaneously with such termination, Parent publicly announces that it has entered into an Alternative Restructuring Plan that will, upon consummation of such Alternative Restructuring Plan, result in the payment in full in cash in U.S. dollars of all outstanding amounts owing to the Consenting Stakeholders; and (d) Parent’s board of directors has reasonably determined that the closing of such Alternative Restructuring Plan shall occur no later than 180 calendar days from the date of the delivery of such Termination Right Trigger Event Notice; provided further that any such Alternative Restructuring Plan shall close within 180 calendar days of delivery of such Termination Right Trigger Event Notice, and in no event later than thirty (30) calendar days following the expiration of this Agreement pursuant to Section 11.06(b). Each of the Filing Entities represents to the other Parties that as of the Agreement Effective Date, based on the facts and circumstances actually known by the Filing Entities as of the Agreement Effective Date, the Filing Entities’ entry into this Agreement is consistent with each of the Filing Entities’ fiduciary duties.

Appears in 1 contract

Samples: Plan Support and Lock Up Agreement

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