General Commitments, Forbearances, and Waivers. (a) During the Agreement Effective Period, each Consenting Stakeholder (severally and not jointly) agrees in respect of all of its Company Claims/Interests pursuant to this Agreement to: (i) support the Restructuring Transactions and timely vote and exercise any powers or rights available to it (including in any board, shareholders’, or creditors’ meeting or in any process requiring voting or approval to which they are legally entitled to participate) in each case in favor of any matter requiring approval to the extent necessary to implement the Restructuring Transactions; (ii) use commercially reasonable efforts to cooperate with and assist the Company Parties in obtaining additional support for the Restructuring Transactions from the Company Parties’ other stakeholders; (iii) consult and coordinate in good faith with the Company Parties and their representatives or agents regarding the evaluation and consideration of any Alternative Restructuring Proposal that such Consenting Stakeholder may be involved in pursuant to the terms of this Agreement; (iv) solely with respect to the Term Loan/PGN Group and the Term Loan/PGN Group Representatives, (A) consult and coordinate in good faith with the Company Parties regarding any process to solicit, initiate, encourage, induce, negotiate, facilitate, continue, develop, or respond to any Alternative Restructuring Proposals (including with respect to the Company Parties’ involvement and participation in such activities); (ii) promptly share any Alternative Restructuring Proposal that the Term Loan/PGN Group Representatives receive with the Company Parties unless the proponent of such Alternative Restructuring Proposal requires that such Alternative Restructuring Proposal not be shared with the Company Parties; and (iii) participate in no less than weekly (and more frequently if the Company Parties determine it is appropriate) calls with the Company Parties regarding the status and progress of the Term Loan/PGN Group’s efforts with respect to the development of any Alternative Restructuring Proposals; (v) solely with respect to the 2021 Noteholder Group and the 2021 Noteholder Group Representatives, (A) consult and coordinate in good faith with the Company Parties regarding any process to solicit, initiate, encourage, induce, negotiate, facilitate, continue, develop, or respond to any Alternative Restructuring Proposals (including with respect to the Company Parties’ involvement and participation in such activities); (ii) promptly share any Alternative Restructuring Proposal that the 2021 Noteholder Group Representatives receive with the Company Parties unless the proponent of such Alternative Restructuring Proposal requires that such Alternative Restructuring Proposal not be shared with the Company Parties; and (iii) participate in no less than weekly (and more frequently if the Company Parties determine it is appropriate) calls with the Company Parties regarding the status and progress of the 2021 Noteholder Group’s efforts with respect to the development of any Alternative Restructuring Proposals; (vi) refrain from taking any action whatsoever, except as set forth in this Section 4.01(a)(vi), with respect to the Texas Litigation during the Agreement Effective Period; provided, however, that to the extent any deadline, order, or proceeding requires any party to take any action in the Texas Litigation during the Agreement Effective Period, (x) the Company Parties and the Consenting Senior Creditors each hereby agree to immediately seek an extension of such deadline, order, or proceeding; (y) the Consenting Senior Creditors may file motions to xxxxx and/or stay the Texas Litigation, which motions shall not be opposed by the Company Parties; and (z) solely to the extent such deadline, order, or proceeding has not been extended or stayed or the applicable proceeding has not been abated or stayed, the Consenting Senior Creditors may take any action necessary to preserve and protect their rights in such proceeding. (vii) give any notice, order, instruction, or direction to the applicable Agents/Trustees necessary to give effect to the Restructuring Transactions; and (viii) negotiate in good faith and use commercially reasonable efforts to execute and implement the Definitive Documents that are consistent with this Agreement to which it is required to be a party. (b) During the Agreement Effective Period, each Consenting Stakeholder (severally and not jointly) agrees in respect of all of its Company Claims/Interests pursuant to this Agreement that it shall not directly or indirectly: (i) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions; (ii) either itself or through any representatives or agents (x) except with the prior written consent of the Company Parties or as provided in Section 6.01(j), solicit, initiate, encourage (including by furnishing information), induce, negotiate, facilitate, continue, or respond to any Alternative Restructuring Proposals from or with any Entity or (y) propose, file, support, consent to, seek formal or informal credit committee approval of, or vote for any Alternative Restructuring Proposal (and shall immediately inform the Company Parties and the other Consenting Stakeholders of any notification of an Alternative Restructuring Proposal); provided, however, that nothing contained in this Agreement shall prohibit the Term Loan/PGN Group, the Term Loan/PGN Group Representatives, the 2021 Noteholder Group, and the 2021 Noteholder Group Representatives from taking any action otherwise prohibited by Section 4.01(b)(ii)(x); (iii) initiate, or have initiated on its behalf, any litigation or proceeding that is inconsistent with this Agreement against the Company Parties or the other Parties; and (iv) directly or indirectly object to, delay, impede, or take any other action to interfere with the Company Parties’ ownership and possession of their assets, wherever located (including interfering with the automatic stay arising under section 362 of the Bankruptcy Code) that is required to implement this Agreement; provided, however, that nothing in this Agreement shall limit the right of any Party to exercise any right or remedy provided under a Financing Order, the Confirmation Order, or any other Definitive Document.
Appears in 4 contracts
Samples: Restructuring Support Agreement, Restructuring Support Agreement, Restructuring Support Agreement (iHeartMedia, Inc.)
General Commitments, Forbearances, and Waivers. (a) During the Agreement Effective Period, each Consenting Stakeholder (severally and not jointly) agrees in respect of all of its Company Claims/Interests pursuant to this Agreement to:
(i) support the Restructuring Transactions and timely vote and exercise any powers or rights available to it (including in any board, shareholders’, or creditors’ meeting or in any process requiring voting or approval to which they are legally entitled to participate) in each case in favor of any matter requiring approval to the extent necessary to implement the Restructuring Transactions;
(ii) (with respect to Consenting Lenders, solely as to those that are members of the CoCom in their collective capacity therein) use commercially reasonable efforts to cooperate with and assist the Company Parties in obtaining additional support for the Restructuring Transactions from the Company Parties’ other stakeholders;
(iii) consult and coordinate in good faith with the Company Parties and their representatives or agents regarding the evaluation and consideration of any Alternative Restructuring Proposal that such Consenting Stakeholder may be involved in pursuant to the terms of this Agreement;
(iv) solely with respect to the Term Loan/PGN Group and the Term Loan/PGN Group Representatives, (A) consult and coordinate in good faith with the Company Parties regarding any process to solicit, initiate, encourage, induce, negotiate, facilitate, continue, develop, or respond to any Alternative Restructuring Proposals (including with respect to the Company Parties’ involvement and participation in such activities); (ii) promptly share any Alternative Restructuring Proposal that the Term Loan/PGN Group Representatives receive with the Company Parties unless the proponent of such Alternative Restructuring Proposal requires that such Alternative Restructuring Proposal not be shared with the Company Parties; and (iii) participate in no less than weekly (and more frequently if the Company Parties determine it is appropriate) calls with the Company Parties regarding the status and progress of the Term Loan/PGN Group’s efforts with respect to the development of any Alternative Restructuring Proposals;
(v) solely with respect to the 2021 Noteholder Group and the 2021 Noteholder Group Representatives, (A) consult and coordinate in good faith with the Company Parties regarding any process to solicit, initiate, encourage, induce, negotiate, facilitate, continue, develop, or respond to any Alternative Restructuring Proposals (including with respect to the Company Parties’ involvement and participation in such activities); (ii) promptly share any Alternative Restructuring Proposal that the 2021 Noteholder Group Representatives receive with the Company Parties unless the proponent of such Alternative Restructuring Proposal requires that such Alternative Restructuring Proposal not be shared with the Company Parties; and (iii) participate in no less than weekly (and more frequently if the Company Parties determine it is appropriate) calls with the Company Parties regarding the status and progress of the 2021 Noteholder Group’s efforts with respect to the development of any Alternative Restructuring Proposals;
(vi) refrain from taking any action whatsoever, except as set forth in this Section 4.01(a)(vi), with respect to the Texas Litigation during the Agreement Effective Period; provided, however, that to the extent any deadline, order, or proceeding requires any party to take any action in the Texas Litigation during the Agreement Effective Period, (x) the Company Parties and the Consenting Senior Creditors each hereby agree to immediately seek an extension of such deadline, order, or proceeding; (y) the Consenting Senior Creditors may file motions to xxxxx and/or stay the Texas Litigation, which motions shall not be opposed by the Company Parties; and (z) solely to the extent such deadline, order, or proceeding has not been extended or stayed or the applicable proceeding has not been abated or stayed, the Consenting Senior Creditors may take any action necessary to preserve and protect their rights in such proceeding.
(vii) give any notice, order, instruction, or direction to the applicable Agents/Trustees necessary to give effect to the Restructuring Transactions; and
(viiiiv) negotiate in good faith and use commercially reasonable efforts to execute and implement the Definitive Documents that are consistent with this Agreement to which it is required to be a party.
(b) During the Agreement Effective Period, each Consenting Stakeholder (severally and not jointly) agrees in respect of all of its Company Claims/Interests pursuant to this Agreement that it shall not directly or indirectly:
(i) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions;
(ii) either itself or through any representatives or agents (x) except with the prior written consent of the Company Parties or as provided in Section 6.01(j), solicit, initiate, encourage (including by furnishing information), induce, negotiate, facilitate, continue, continue or respond to any Alternative Restructuring Proposals from or with any Entity or (y) propose, file, support, consent to, seek formal or informal credit committee approval of, or vote for any Alternative Restructuring Proposal Proposals (and shall immediately inform the Company Parties and the other Consenting Stakeholders of any notification of an Alternative Restructuring Proposal); provided, further, that at the request of the Company Parties, the Consenting Lenders or their advisors may consult with the Company Parties at the time the Company Parties are making the determination whether to exercise their fiduciary duties to accept and enter into (or seek authorization from the Bankruptcy Court to enter into) a commitment supported by the board of directors, board of managers, or such similar governing body of any Company Party with respect to an Alternative Restructuring Proposal in respect of which the offeror has paid the Company Parties a refundable advance deposit, in the same form and aggregate amount and on equivalent terms as the deposit paid by the Commitment Parties under the Investment Agreement; provided, however, that nothing contained in this Agreement clause (ii) shall prohibit the Term Loan/PGN Group, the Term Loan/PGN Group Representatives, the 2021 Noteholder Group, and the 2021 Noteholder Group Representatives from taking any action otherwise prohibited by Section 4.01(b)(ii)(x)not apply to a Plan B;
(iii) initiate, or have initiated on its behalf, any litigation or proceeding that is inconsistent of any kind with respect to the Schemes of Arrangement, the Chapter 11 Cases, this Agreement Agreement, the Ancillary Proceedings, or the other Restructuring Transactions contemplated herein against the Company Parties or the other Parties; andParties other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement;
(iv) (A) take (directly or indirectly) any Enforcement Actions; (B) direct or encourage any other person to take any Enforcement Action; or (C) vote or direct any proxy appointed by it to vote in favor of any Enforcement Action, in each case except as contemplated by this Agreement or the Definitive Documents or as otherwise agreed in writing to be necessary or desirable for the implementation of the Restructuring Transactions by the Company Parties, the Required Commitment Parties, and the CoCom; provided that nothing herein shall impact the automatic acceleration of a Filing Entity’s indebtedness that may occur under the Finance Documents or Applicable Credit Agreement Waiver Letters, in each case due to the filing of the Chapter 11 Cases or Schemes of Arrangement; or
(v) directly or indirectly object to, delay, impede, or take any other action to interfere with the Company Parties’ ownership and possession of their assets, wherever located (including interfering located, or interfere with the automatic stay arising under section 362 of the Bankruptcy Code) that is required to implement this Agreement; provided, however, that nothing in this Agreement shall limit the right of any Party to exercise any right or remedy provided under a Financing the Cash Collateral Order, the Confirmation Order, Order or any other Definitive Document.
(c) Each Consenting Stakeholder, during the Agreement Effective Period, hereby temporarily waives any breach by any Company Party of, and any default or event of default (howsoever described) under, any Finance Document which shall or may arise as a result of or is related to, directly or indirectly, the commencement of any Chapter 11 Cases, Schemes of Arrangement or other Implementation Mechanisms or any of the steps, actions or transactions required by, specified or contemplated in and/or implemented by or undertaken pursuant to this Agreement (but excluding, for the avoidance of doubt, any breach of this Agreement or any of the Definitive Documents), including:
(i) any of the Company Parties that are not Filing Entities failing to make any payment of principal, amortization, interest, or other amounts due under the Finance Documents to any Agent or Consenting Lender so long as the Company Parties make any such payments to the extent that would be required by the Cash Collateral Order if such Company Party were a Filing Entity (but excluding, for the avoidance of doubt, any breach of this Agreement (except any breach occurring solely as a result of a default or event of default under the Finance Documents) or any of the Definitive Documents); and
(ii) any of the Company Parties that are not Filing Entities failing to comply with any of the financial covenants under their respective Credit Agreements.
(d) (i) Upon the occurrence of the Restructuring Effective Date, without prejudice to any consents, waivers, releases or discharges contained in any Implementation Mechanism, each Consenting Stakeholder hereby permanently waives any default or event of default (howsoever described and howsoever occurring) by a Company Party under the Finance Documents to which it is a party (whether or not occurring as a result of the steps and actions contemplated by this Agreement or the Restructuring Transactions).
Appears in 3 contracts
Samples: Restructuring Support and Lock Up Agreement (Seadrill LTD), Restructuring Support and Lock Up Agreement (North Atlantic Drilling Ltd.), Restructuring Support Agreement
General Commitments, Forbearances, and Waivers. (a) During the Agreement Effective Period, each Consenting Stakeholder (severally and not jointly) agrees Party agrees, in respect of all of its Company Claims/Interests pursuant to this Agreement Interests, to:
(i) support the Restructuring Transactions and timely vote and exercise any powers or rights available to it (including in any board, shareholders’, or creditors’ meeting or in any process requiring voting or approval to which they are legally entitled to participate) in each case in favor of any matter requiring approval to the extent necessary to implement the Restructuring Transactions;
(ii) use commercially reasonable efforts to cooperate with and assist the Company Parties in obtaining additional support for the Restructuring Transactions from the Company Parties’ other stakeholders;
(iii) consult and coordinate use commercially reasonable efforts to oppose any party or person from taking any actions contemplated in good faith with the Company Parties and their representatives or agents regarding the evaluation and consideration of any Alternative Restructuring Proposal that such Consenting Stakeholder may be involved in pursuant to the terms of this AgreementSection 4.02(b);
(iv) solely with respect to the Term Loan/PGN Group and the Term Loan/PGN Group Representatives, (A) consult and coordinate in good faith with the Company Parties regarding any process to solicit, initiate, encourage, induce, negotiate, facilitate, continue, develop, or respond to any Alternative Restructuring Proposals (including with respect to the Company Parties’ involvement and participation in such activities); (ii) promptly share any Alternative Restructuring Proposal that the Term Loan/PGN Group Representatives receive with the Company Parties unless the proponent of such Alternative Restructuring Proposal requires that such Alternative Restructuring Proposal not be shared with the Company Parties; and (iii) participate in no less than weekly (and more frequently if the Company Parties determine it is appropriate) calls with the Company Parties regarding the status and progress of the Term Loan/PGN Group’s efforts with respect to the development of any Alternative Restructuring Proposals;
(v) solely with respect to the 2021 Noteholder Group and the 2021 Noteholder Group Representatives, (A) consult and coordinate in good faith with the Company Parties regarding any process to solicit, initiate, encourage, induce, negotiate, facilitate, continue, develop, or respond to any Alternative Restructuring Proposals (including with respect to the Company Parties’ involvement and participation in such activities); (ii) promptly share any Alternative Restructuring Proposal that the 2021 Noteholder Group Representatives receive with the Company Parties unless the proponent of such Alternative Restructuring Proposal requires that such Alternative Restructuring Proposal not be shared with the Company Parties; and (iii) participate in no less than weekly (and more frequently if the Company Parties determine it is appropriate) calls with the Company Parties regarding the status and progress of the 2021 Noteholder Group’s efforts with respect to the development of any Alternative Restructuring Proposals;
(vi) refrain from taking any action whatsoever, except as set forth in this Section 4.01(a)(vi), with respect to the Texas Litigation during the Agreement Effective Period; provided, however, that to the extent any deadline, order, or proceeding requires any party to take any action in the Texas Litigation during the Agreement Effective Period, (x) the Company Parties and the Consenting Senior Creditors each hereby agree to immediately seek an extension of such deadline, order, or proceeding; (y) the Consenting Senior Creditors may file motions to xxxxx and/or stay the Texas Litigation, which motions shall not be opposed by the Company Parties; and (z) solely to the extent such deadline, order, or proceeding has not been extended or stayed or the applicable proceeding has not been abated or stayed, the Consenting Senior Creditors may take any action necessary to preserve and protect their rights in such proceeding.
(vii) give any notice, order, instruction, or direction to the applicable Agents/Trustees necessary to give effect to the Restructuring Transactions; and
(viiiv) negotiate in good faith and use commercially reasonable efforts to execute and implement the Definitive Documents that are consistent with this Agreement to which it is required to be a party.
(b) During the Agreement Effective Period, each Consenting Stakeholder (severally and not jointly) agrees Party agrees, in respect of all of its Company Claims/Interests pursuant to this Agreement Interests, that it shall not directly or indirectly:
(i) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions or take any other action that is inconsistent with, or that would delay or obstruct the proposal or consummation of, the Restructuring Transactions;
(ii) either itself or through any representatives or agents (x) except with the prior written consent of the Company Parties or as provided in Section 6.01(j), solicit, initiate, encourage (including by furnishing information), induce, negotiate, facilitate, continue, or respond to any Alternative Restructuring Proposals from or with any Entity or (y) propose, file, support, consent to, seek formal or informal credit committee approval vote in favor of, or vote for consent to any Alternative Restructuring Proposal (and shall immediately inform or discussion regarding the Company Parties and the negotiation or formulation of, or otherwise pursue, any financing or other Consenting Stakeholders equity proposal or offer, subject to Section 7.02(b) of any notification of an Alternative Restructuring Proposal); provided, however, that nothing contained in this Agreement shall prohibit the Term Loan/PGN Group, the Term Loan/PGN Group Representatives, the 2021 Noteholder Group, and the 2021 Noteholder Group Representatives from taking any action otherwise prohibited by Section 4.01(b)(ii)(x)Agreement;
(iii) file any motion, pleading, or other document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not materially consistent with this Agreement or the Plan;
(iv) initiate, or have initiated on its behalf, any litigation or proceeding that is inconsistent of any kind with respect to the Chapter 11 Cases, this Agreement Agreement, or the other Restructuring Transactions contemplated herein against the Company Parties or the other Parties other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement;
(v) exercise, or direct any other person to exercise, any right or remedy for the enforcement, collection, or recovery of any of Claims against or Equity Interests in the Company Parties; andor
(ivvi) directly or indirectly object to, delay, impede, or take any other action to interfere with the Company Parties’ ownership and possession of their assets, wherever located (including interfering located, or interfere with the automatic stay arising under section 362 of the Bankruptcy Code) that is required to implement this Agreement; provided, however, that nothing in this Agreement shall limit the right of any Party to exercise any right or remedy provided under a Financing Order, the Confirmation Order, or any other Definitive Document.
Appears in 2 contracts
Samples: Restructuring Support Agreement (5E Advanced Materials, Inc.), Restructuring Support Agreement (5E Advanced Materials, Inc.)
General Commitments, Forbearances, and Waivers. (a) During the Agreement Effective Period, each Consenting Stakeholder agrees (severally and not jointly) agrees including in respect of all of its Company Claims/Interests pursuant to this Agreement (as applicable)) to:
(i) (A) consent and to be deemed to have consented to the incurrence of the DIP Facility on the terms set forth in the DIP Facility Term Sheet; (B) consent to the use of cash collateral pursuant to the DIP Orders; and (C) if necessary, give any notice, order, instruction, or direction to the applicable agent or trustee necessary to give effect to the foregoing;
(ii) support the Restructuring Transactions and timely vote and exercise any powers or rights available to it (including in any board, shareholders’, or creditors’ meeting or in any process requiring voting or approval to which they are legally entitled to participate) in each case in favor of any matter requiring approval to the extent necessary to implement the Restructuring Transactions;
(iiiii) support the Company Parties’ efforts to obtain any and all required regulatory and/or third-party approvals for the Restructuring Transactions including, if requested, by promptly providing information to third party regulators regarding the Consenting Stakeholders’ Prepetition 1.5L Notes holdings, Prepetition 2L Notes holdings, the amount of New Equity Interests anticipated to be issued to such Consenting Stakeholder pursuant to the Plan and such other information that may be requested by the applicable regulators to facilitate the Restructuring Transaction;
(iv) use commercially reasonable efforts to cooperate with and assist the Company Parties in obtaining additional support for the Restructuring Transactions from the Company Parties’ other stakeholders;
(iiiv) consult and coordinate forbear from exercising remedies on account of its collateral in good faith with the Company Parties and their representatives other than as contemplated by this Agreement or agents regarding as otherwise permitted by the evaluation and consideration of any Alternative Restructuring Proposal that such Consenting Stakeholder may be involved in pursuant to the terms of this Agreement;
(iv) solely with respect to the Term Loan/PGN Group DIP Orders and the Term Loan/PGN Group Representatives, (A) consult and coordinate in good faith with the Company Parties regarding any process to solicit, initiate, encourage, induce, negotiate, facilitate, continue, develop, or respond to any Alternative Restructuring Proposals (including with respect to the Company Parties’ involvement and participation in such activities); (ii) promptly share any Alternative Restructuring Proposal that the Term Loan/PGN Group Representatives receive with the Company Parties unless the proponent of such Alternative Restructuring Proposal requires that such Alternative Restructuring Proposal not be shared with the Company Parties; and (iii) participate in no less than weekly (and more frequently if the Company Parties determine it is appropriate) calls with the Company Parties regarding the status and progress of the Term Loan/PGN Group’s efforts with respect to the development of any Alternative Restructuring Proposals;
(v) solely with respect to the 2021 Noteholder Group and the 2021 Noteholder Group Representatives, (A) consult and coordinate in good faith with the Company Parties regarding any process to solicit, initiate, encourage, induce, negotiate, facilitate, continue, develop, or respond to any Alternative Restructuring Proposals (including with respect to the Company Parties’ involvement and participation in such activities); (ii) promptly share any Alternative Restructuring Proposal that the 2021 Noteholder Group Representatives receive with the Company Parties unless the proponent of such Alternative Restructuring Proposal requires that such Alternative Restructuring Proposal not be shared with the Company Parties; and (iii) participate in no less than weekly (and more frequently if the Company Parties determine it is appropriate) calls with the Company Parties regarding the status and progress of the 2021 Noteholder Group’s efforts with respect to the development of any Alternative Restructuring ProposalsDefinitive Documents;
(vi) refrain from taking any action whatsoeversupport and consent to, except as set forth in this Section 4.01(a)(vi)and not object to, with respect to the Texas Litigation during DIP Facility, including the Agreement Effective Period; providedpriming of the liens securing the debt issued under the Credit Agreement, however, that to the extent any deadline, order, or proceeding requires any party to take any action in the Texas Litigation during the Agreement Effective Period, (x) the Company Parties Prepetition 1.5L Notes Indenture and the Consenting Senior Creditors each hereby agree to immediately seek an extension of such deadlinePrepetition 2L Notes Indenture, orderrespectively, or proceeding; (y) the Consenting Senior Creditors may file motions to xxxxx and/or stay the Texas Litigation, which motions shall not be opposed by the Company Parties; liens securing the DIP Facility and (z) solely to provide any direction as may be requested by the extent such deadline, order, or proceeding has not been extended or stayed or the applicable proceeding has not been abated or stayedPrepetition 1L Agent, the Consenting Senior Creditors may take any action necessary to preserve Prepetition 1.5L Notes Trustee and protect their rights the Prepetition 2L Notes Trustee, as applicable, in such proceeding.connection therewith;
(vii) give any notice, order, instruction, or direction to the applicable Agents/Trustees Agents necessary to give effect to the Restructuring Transactions; and, if applicable;
(viii) negotiate in good faith and use commercially reasonable efforts to execute and implement the Definitive Documents that are consistent with this Agreement to which it is required to be a party;
(ix) to the extent any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the Restructuring Transactions contemplated herein, take all steps reasonably necessary and desirable to address any such impediment (without affecting the material entitlements of each Consenting Stakeholder hereunder);
(x) support and, to the extent applicable, consent to the releases included in the Plan and not “opt out” (to the extent applicable) of any such releases to be provided in connection with the Restructuring Transactions (which releases shall be applicable on the Effective Date); and
(xi) support and, to the extent applicable, consent to the relief sought by the applicable Company Parties in the Canadian Recognition Proceeding to recognize and give effect in Canada to the relief obtained in the Chapter 11 Cases, including recognition of the Restructuring Transactions.
(b) During the Agreement Effective Period, each Consenting Stakeholder agrees (severally and not jointly) agrees including in respect of all of its Company Claims/Interests pursuant to this Agreement (as applicable)) that it shall not directly or indirectly:
(i) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions;
(ii) either itself or through any representatives or agents (x) except with the prior written consent of the Company Parties or as provided in Section 6.01(j), solicit, initiate, encourage (including by furnishing information), induce, negotiate, facilitate, continue, or respond to any Alternative Restructuring Proposals from or with any Entity or (y) propose, file, support, consent to, seek formal or informal credit committee approval of, or vote for any Alternative Restructuring Proposal Proposal;
(and shall immediately inform iii) seek to implement or modify the Company Parties and Definitive Documents, in whole or in part, in a manner that is not consistent with this Agreement;
(iv) file any motion, pleading, objection or other document with the Bankruptcy Court, the Canadian Court or any other Consenting Stakeholders of court (including any notification of an Alternative Restructuring Proposal); providedmodifications or amendments thereof) that, howeverin whole or in part, that nothing contained in is not consistent with this Agreement shall prohibit or the Term Loan/PGN Group, the Term Loan/PGN Group Representatives, the 2021 Noteholder Group, and the 2021 Noteholder Group Representatives from taking Plan (nor directly or indirectly direct any action otherwise prohibited by Section 4.01(b)(ii)(xother person to make such filing);
(iiiv) initiate, or have initiated on its behalf, any litigation or proceeding that is inconsistent of any kind with respect to the Chapter 11 Cases, the Canadian Recognition Proceedings, this Agreement or the other Restructuring Transactions contemplated herein against the Company Parties or the other Parties; andParties hereto other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement (nor direct any other person to initiate such litigation or proceeding);
(ivvi) directly exercise, or indirectly direct any other person to exercise, any right or remedy for the enforcement, collection, or recovery of any Claims against or Equity Interests in the Company Parties other than as contemplated by this Agreement or as otherwise permitted by the DIP Orders and the Definitive Documents; or
(vii) object to, delay, impede, or take any other action to interfere with the Company Parties’ ownership and possession of their assets, wherever located (including interfering located, or interfere with the automatic stay arising under section 362 of the Bankruptcy Code) that is required to implement this Agreement; provided, however, that nothing in this Agreement shall limit the right of any Party to exercise any right or remedy provided under a Financing Orderthis Agreement, the Confirmation Order, Order or any other Definitive Document.
Appears in 1 contract
Samples: Restructuring Support Agreement (CURO Group Holdings Corp.)
General Commitments, Forbearances, and Waivers. (a) During the Agreement Effective Period, subject to Section 4.03 of this Agreement, each Consenting Stakeholder (severally and not jointly) agrees agrees, in respect of all of its Company Claims/Interests pursuant to this Agreement Interests, to:
(i) support the Restructuring Transactions as contemplated by this Agreement and timely use commercially reasonable efforts to vote and exercise any powers or rights available to it (including in any board, shareholders’, or creditors’ meeting or in any process requiring voting or approval to which they are legally entitled to participate) in each case in favor of any matter requiring approval to the extent necessary to implement the Restructuring Transactions;
(ii) support use of cash collateral by the Debtors during the pendency of the Chapter 11 Cases on the terms set forth in the Cash Collateral Order or the DIP Financing Order;
(iii) support entry into the DIP ABL Facility on the terms set forth in the ABL Commitment Letter;
(iv) support entry into the DIP Term Facility on the terms set forth in the Backstop Commitment Letter and take all other applicable actions required by the Backstop Commitment Letter, including the funding of any backstop commitments on the terms set forth therein;
(v) support entry into the Exit Facilities on the terms set forth in the Exit Facility Term Sheet and take all other applicable actions required by the Exit Facility Term Sheet;
(vi) use commercially reasonable efforts to cooperate with and assist the Company Parties Parties, subject to applicable Laws and at the Company Parties’ sole cost and expense, in obtaining additional support for the Restructuring Transactions from the Company Parties’ other stakeholders;
(iii) consult and coordinate in good faith with the Company Parties and their representatives or agents regarding the evaluation and consideration of any Alternative Restructuring Proposal that such Consenting Stakeholder may be involved in pursuant to the terms of this Agreement;
(iv) solely with respect to the Term Loan/PGN Group and the Term Loan/PGN Group Representatives, (A) consult and coordinate in good faith with the Company Parties regarding any process to solicit, initiate, encourage, induce, negotiate, facilitate, continue, develop, or respond to any Alternative Restructuring Proposals (including with respect to the Company Parties’ involvement and participation in such activities); (ii) promptly share any Alternative Restructuring Proposal that the Term Loan/PGN Group Representatives receive with the Company Parties unless the proponent of such Alternative Restructuring Proposal requires that such Alternative Restructuring Proposal not be shared with the Company Parties; and (iii) participate in no less than weekly (and more frequently if the Company Parties determine it is appropriate) calls with the Company Parties regarding the status and progress of the Term Loan/PGN Group’s efforts with respect to the development of any Alternative Restructuring Proposals;
(v) solely with respect to the 2021 Noteholder Group and the 2021 Noteholder Group Representatives, (A) consult and coordinate in good faith with the Company Parties regarding any process to solicit, initiate, encourage, induce, negotiate, facilitate, continue, develop, or respond to any Alternative Restructuring Proposals (including with respect to the Company Parties’ involvement and participation in such activities); (ii) promptly share any Alternative Restructuring Proposal that the 2021 Noteholder Group Representatives receive with the Company Parties unless the proponent of such Alternative Restructuring Proposal requires that such Alternative Restructuring Proposal not be shared with the Company Parties; and (iii) participate in no less than weekly (and more frequently if the Company Parties determine it is appropriate) calls with the Company Parties regarding the status and progress of the 2021 Noteholder Group’s efforts with respect to the development of any Alternative Restructuring Proposals;
(vi) refrain from taking any action whatsoever, except as set forth in this Section 4.01(a)(vi), with respect to the Texas Litigation during the Agreement Effective Period; provided, however, that to the extent any deadline, order, or proceeding requires any party to take any action in the Texas Litigation during the Agreement Effective Period, (x) the Company Parties and the Consenting Senior Creditors each hereby agree to immediately seek an extension of such deadline, order, or proceeding; (y) the Consenting Senior Creditors may file motions to xxxxx and/or stay the Texas Litigation, which motions shall not be opposed by the Company Parties; and (z) solely to the extent such deadline, order, or proceeding has not been extended or stayed or the applicable proceeding has not been abated or stayed, the Consenting Senior Creditors may take any action necessary to preserve and protect their rights in such proceeding.
(vii) give any notice, order, instruction, or direction to the applicable Agents/Trustees Agents necessary to give effect to the Restructuring Transactions; and
(viii) negotiate in good faith and use commercially reasonable efforts to execute and implement implement, as applicable, the Definitive Documents that are consistent with this Agreement to which it is required to be a partyparty or for which its consent is required.
(b) During the Agreement Effective Period, each Consenting Stakeholder (severally and not jointly) agrees agrees, in respect of all of its Company Claims/Interests pursuant to this Agreement Interests, that it shall not directly or indirectly:
(i) object to, delay, impede, or take any other action that is reasonably likely to interfere with acceptance, implementation, or consummation of the Restructuring Transactions;
(ii) either itself object to, delay, impede, or through take any representatives or agents (x) except other action that is reasonably likely to interfere with use of cash collateral by the prior written consent Debtors during the pendency of the Company Parties Chapter 11 Cases on the terms set forth in the Cash Collateral Order, entry into or as provided performance under the DIP ABL Facility on the terms set forth in Section 6.01(j), solicit, initiate, encourage (including by furnishing information), induce, negotiate, facilitate, continuethe ABL Commitment Letter, or respond to any Alternative Restructuring Proposals from entry into, performance under, or with any Entity or syndication of the DIP Term Facility on the terms set forth in the Backstop Commitment Letter;
(yiii) propose, file, support, consent to, seek formal or informal credit committee approval ofsolicit, or vote for any Alternative Restructuring Proposal; provided, for the avoidance of doubt, that nothing in this Section 4.01(b)(iii) shall limit the consultation and approval rights of Consenting Stakeholders set forth in Section 6.01(k) of this Agreement; provided, further, that a Consenting Stakeholder may propose an Alternative Restructuring Proposal (and shall immediately inform to the Company Parties and the other in connection with Section 6.01(k) of this Agreement if such Consenting Stakeholders Stakeholder provides notice of any notification of an its intent to propose such Alternative Restructuring Proposal); provided, however, that nothing contained Proposal (including the terms thereof) to each Initial Consenting Stakeholder at least five (5) Business Days in this Agreement shall prohibit the Term Loan/PGN Group, the Term Loan/PGN Group Representatives, the 2021 Noteholder Group, and the 2021 Noteholder Group Representatives from taking any action otherwise prohibited by Section 4.01(b)(ii)(x)advance of such proposal;
(iiiiv) file or have filed on its behalf any motion, pleading, or other document (including any modifications or amendments thereof) with the Bankruptcy Court or any other court that, in whole or in part, is not materially consistent with this Agreement or the Plan;
(v) initiate, or have initiated on its behalf, any litigation or proceeding that is inconsistent with this Agreement of any kind against the any Company Parties Party or the other PartiesParties in violation of this Agreement with respect to the Chapter 11 Cases, this Agreement, or the Restructuring Transactions other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement; andprovided that any Consenting Stakeholder may file motions, pleadings or other documents with the Bankruptcy Court or any other court (including any modifications or amendments thereof) with respect to its or their rights under any Definitive Document and relating to or arising from matters and rights not specifically set forth in this Agreement, including the Restructuring Term Sheet;
(ivvi) directly exercise, or indirectly direct any other person to exercise, any right or remedy for the enforcement, collection, or recovery of any Claim or Interest; or
(vii) object to, delay, impede, or take any other action to interfere with the Company Parties’ ownership and possession of their assets, wherever located (including interfering located, or interfere with the automatic stay arising under section 362 of the Bankruptcy Code) that is required to implement this Agreement; provided, however, that nothing in this Agreement shall limit the right of any Party to exercise any right or remedy provided under a Financing Order, the Confirmation Order, or any other Definitive Document.
Appears in 1 contract
Samples: Restructuring Support Agreement (Ascena Retail Group, Inc.)
General Commitments, Forbearances, and Waivers. (a) During the Agreement Effective Period, each Consenting Stakeholder (severally Creditor, severally, and not jointly) agrees , agrees, in respect of all of its any Company Claims/Interests pursuant to this Agreement , to:
(i) support the Restructuring Transactions and timely and, subject to Section 5.02 of this Agreement, vote and use commercially reasonable efforts to exercise any powers or rights available to it (including in any board, shareholdersor creditors’, or creditorsshareholders’ meeting (including any Special Meeting), including by proxy vote or otherwise, or in any other process requiring voting or approval to which they are legally entitled to participate) in each case in favor of any matter requiring approval to the extent reasonably requested and necessary to implement the Restructuring Transactions;
(ii) support the Settlement Agreement and entry of the Settlement Order, and not object to or otherwise seek to challenge the Settlement Agreement or entry of the Settlement Order;
(iii) as it pertains to the Xxxxxxx Crossover Ad Hoc Group and Xxxxxxx Ad Hoc Group, use commercially reasonable efforts to negotiate and finalize the Replacement/Incremental DIP Facility, as contemplated by the Replacement/Incremental DIP Facility Term Sheet, support the approval of the Replacement/Incremental DIP Facility and entry of the Replacement/Incremental DIP Facility Order, including, but not limited to, filing any pleadings or other documents with the Bankruptcy Court in support of the Replacement/Incremental DIP Facility and not objecting to, nor encouraging any other person or entity to, object to, delay, or impede or take any other action to delay, impede, or interfere with approval of the Replacement/Incremental DIP Facility or entry of the Replacement/Incremental DIP Facility Order;
(iv) support the entry of the Guarantee Litigation Scheduling Order, and not object to or otherwise seek to challenge the entry of Guarantee Litigation Scheduling Order (or the motion seeking entry thereof);
(v) use commercially reasonable efforts to cooperate with and assist the Company Parties in obtaining additional support for the Restructuring Transactions from the Company Parties’ other stakeholders;
(iii) consult and coordinate in good faith with the Company Parties and their representatives or agents regarding the evaluation and consideration of any Alternative Restructuring Proposal that such Consenting Stakeholder may be involved in pursuant to the terms of this Agreement;
(iv) solely with respect to the Term Loan/PGN Group and the Term Loan/PGN Group Representatives, (A) consult and coordinate in good faith with the Company Parties regarding any process to solicit, initiate, encourage, induce, negotiate, facilitate, continue, develop, or respond to any Alternative Restructuring Proposals (including with respect to the Company Parties’ involvement and participation in such activities); (ii) promptly share any Alternative Restructuring Proposal that the Term Loan/PGN Group Representatives receive with the Company Parties unless the proponent of such Alternative Restructuring Proposal requires that such Alternative Restructuring Proposal not be shared with the Company Parties; and (iii) participate in no less than weekly (and more frequently if the Company Parties determine it is appropriate) calls with the Company Parties regarding the status and progress of the Term Loan/PGN Group’s efforts with respect to the development of any Alternative Restructuring Proposals;
(v) solely with respect to the 2021 Noteholder Group and the 2021 Noteholder Group Representatives, (A) consult and coordinate in good faith with the Company Parties regarding any process to solicit, initiate, encourage, induce, negotiate, facilitate, continue, develop, or respond to any Alternative Restructuring Proposals (including with respect to the Company Parties’ involvement and participation in such activities); (ii) promptly share any Alternative Restructuring Proposal that the 2021 Noteholder Group Representatives receive with the Company Parties unless the proponent of such Alternative Restructuring Proposal requires that such Alternative Restructuring Proposal not be shared with the Company Parties; and (iii) participate in no less than weekly (and more frequently if the Company Parties determine it is appropriate) calls with the Company Parties regarding the status and progress of the 2021 Noteholder Group’s efforts with respect to the development of any Alternative Restructuring Proposals;
(vi) refrain from taking any action whatsoever, except as set forth in this Section 4.01(a)(vi), with respect to the Texas Litigation during the Agreement Effective Period; provided, however, that this paragraph shall not require (1) any Xxxxxxx Crossover Ad Hoc Group Member to agree to anything that directly or indirectly changes in any way whatsoever the extent any deadlinetreatment of the Xxxxxxx Senior Notes Claims under the Plan (or the Non-TopCo Plan, order, or proceeding requires any party to take any action in the Texas Litigation during the Agreement Effective Periodas applicable), (x2) any HoldCo Creditor Ad Hoc Group Member to agree to anything that directly or indirectly changes in any way whatsoever the treatment of the HoldCo Senior Notes Claims under the Plan (or the Non-TopCo Plan, as applicable) or (3) subject to Section 7.02, any First Lien Noteholders Group Member or Xxxxxxx Ad Hoc Group Member to agree to anything that directly or indirectly changes in any way whatsoever the treatment of the First Lien Notes Claims or the Term Loan Facility Claims under the Plan (or the Non-TopCo Plan, as applicable);
(vi) use commercially reasonable efforts to oppose (or join the Company Parties and the Consenting Senior Creditors each hereby agree to immediately seek an extension of such deadline, order, in opposing) any party or proceeding; (y) the Consenting Senior Creditors may file motions to xxxxx and/or stay the Texas Litigation, which motions shall not be opposed by the Company Parties; and (z) solely to the extent such deadline, order, or proceeding has not been extended or stayed or the applicable proceeding has not been abated or stayed, the Consenting Senior Creditors may take person from taking any action necessary to preserve and protect their rights actions contemplated in such proceeding.Section 5.02(b);
(vii) give any notice, order, instruction, or direction to the applicable Agents/Trustees necessary to give effect to the Restructuring Transactions; and, in each case in form and substance acceptable to the applicable Consenting Creditors;
(viii) negotiate in good faith and use commercially reasonable efforts to execute and implement the Definitive Documents that are consistent with this Agreement to which it is required to be a party;
(ix) negotiate in good faith any appropriate additional provisions or agreements to address any legal, financial, or structural impediment that may arise that would prevent, hinder, impede, or delay the consummation of the Restructuring Transactions; provided that, for the avoidance of doubt, subject to Section 7.02 herein, no Consenting Creditor shall be required to consent to any provisions or agreements that would result in any change that is adverse to such Consenting Creditor’s rights or treatment as set forth in this Agreement, the Plan, the Settlement Agreement, or the Secured Creditor Settlement.
(x) with respect to any Consenting Creditor that is expected to receive any Securities of the Equity Issuer in connection with the Restructuring Transactions, use commercially reasonable efforts to support any motion filed by any Company Party in furtherance of obtaining necessary or desirable regulatory approvals for the Restructuring Transactions; and
(xi) use commercially reasonable efforts to (1) support any action by the Company Parties to obtain regulatory approvals required or desirable for the consummation of the Restructuring Transactions and (2) provide any and all reasonably requested and needed information to effectuate such regulatory approvals (subject to reasonable and customary exclusions for privilege and confidentiality).
(b) During the Agreement Effective Period, each Consenting Stakeholder (severally Creditor, severally, and not jointly, agrees, in respect of any Securities issued in connection with the Restructuring Transactions, to use commercially reasonable efforts to exercise any powers or rights available to it (including in any board, or creditors’, or shareholders’ meeting (including any Special Meeting), including by proxy vote or otherwise, or in any other process requiring voting or approval to which they are legally entitled to participate) agrees in each case in favor of any matter requiring approval to the extent reasonably requested and necessary to implement the Restructuring Transactions; provided, however, that such commitment shall not extend for more than one (1) Business Day after the Effective Date.
(c) During the Agreement Effective Period, each Consenting Creditor, severally, and not jointly, agrees, in respect of all of its Company Claims/Interests pursuant to this Agreement , that it shall not directly or indirectly:
(i) object to, delay, impede, or take any other action to interfere with with, acceptance, implementationconsummation, or consummation implementation of the Restructuring TransactionsTransactions or the Secured Creditor Settlement, except solely as to the Xxxxxxx Crossover Ad Hoc Group through the Secured Creditor Claims Litigation;
(ii) either itself or through any representatives or agents (x) except with the prior written consent of the Company Parties or as provided in Section 6.01(j), solicit, initiate, encourage (including by furnishing information), induce, negotiate, facilitate, continue, or respond to any Alternative Restructuring Proposals from or with any Entity or (y) publicly propose, file, support, consent to, seek formal or informal credit committee approval of, or vote for any Alternative Restructuring Proposal (and shall immediately inform the Company Parties and the other Consenting Stakeholders of any notification of an Alternative Restructuring Proposal); provided, however, that nothing contained in this Agreement shall prohibit the Term Loan/PGN Group, the Term Loan/PGN Group Representatives, the 2021 Noteholder Group, and the 2021 Noteholder Group Representatives from taking any action otherwise prohibited by Section 4.01(b)(ii)(x);
(iii) file any motion, pleading, or other document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is materially inconsistent with this Agreement, the Guarantee Litigation Scheduling Order that is entered by the Bankruptcy Court, or the Plan (or the Non-TopCo Plan, as applicable); provided that nothing in Section 5 shall prevent any Consenting Creditor from complying with the terms of the Initial Guarantee Litigation Scheduling Order pending entry of the Guarantee Litigation Scheduling Order or if the Guarantee Litigation Scheduling Order is not entered;
(iv) initiate, or have initiated direct any other person to initiate on its behalf, any litigation or proceeding against any other Party that is inconsistent with this Agreement Agreement;
(v) exercise, or direct any other person to exercise, any right or remedy for the enforcement, collection, or recovery of any of Claims against or Interests in the Company Parties unless any such action is (1) consistent with this Agreement, (2) in accordance with the Definitive Documents, or (3) permitted by the other Parties; andDIP Order;
(ivvi) directly or indirectly object to, delay, impede, or take any other action to interfere with (1) the Settlement Agreement and the approval thereof and entry of the Settlement Order, (2) the Guarantee Litigation Scheduling Order and the entry thereof, or (3) the efforts of the Company Parties’ ownership and possession of their assets, wherever located (including interfering with the automatic stay arising under section 362 Parties to seek confirmation of the Bankruptcy CodePlan (or the Non-TopCo Plan, as applicable); or
(vii) that is required take or fail to implement take any action (except to the extent expressly contemplated by the Plan (or the Non-TopCo Plan, as applicable) or this Agreement; provided) if such action or failure to act would cause a change to the tax classification of any Company Party or would reasonably be expected to cause, howeverindividually or in the aggregate, that a material adverse tax consequence to the Company Parties without the prior written consent of the Required Consenting Unsecured Creditors, unless required by applicable Law or accounting standards.
(d) For the avoidance of doubt, nothing in this Agreement shall (i) require any Consenting Creditor to consent to, acquiesce in, vote for, support, or not object to any Alternative Restructuring Proposal or any portion thereof, or (ii) limit the right of any Party Consenting Creditor hereto to exercise any right or remedy provided under a Financing Orderthis Agreement, the Confirmation Order, or any other Definitive Document.
Appears in 1 contract
General Commitments, Forbearances, and Waivers. (a) During the Agreement Effective Period, each Consenting Stakeholder (severally and not jointly) agrees in respect of all of its Company Claims/Interests pursuant to this Agreement to:
(i) support the Restructuring Transactions and timely vote and exercise any powers or rights available to it (including in any board, shareholders’, or creditors’ meeting or in any process requiring voting or approval to which they are legally entitled to participate) in each case in favor of any matter requiring approval to the extent necessary to implement the Restructuring Transactions;
(ii) use commercially reasonable efforts to cooperate with and assist the Company Parties in obtaining additional support for the Restructuring Transactions from the Company Parties’ other stakeholders;
(iii) consult and coordinate in good faith with the Company Parties and their representatives or agents regarding the evaluation and consideration of any Alternative Restructuring Proposal that such Consenting Stakeholder may be involved in pursuant to the terms of this Agreement;
(iv) solely with respect to the Term Loan/PGN Group and the Term Loan/PGN Group Representatives, (A) consult and coordinate in good faith with the Company Parties regarding any process to solicit, initiate, encourage, induce, negotiate, facilitate, continue, develop, or respond to any Alternative Restructuring Proposals (including with respect to the Company Parties’ involvement and participation in such activities); (ii) promptly share any Alternative Restructuring Proposal that the Term Loan/PGN Group Representatives receive with the Company Parties unless the proponent of such Alternative Restructuring Proposal requires that such Alternative Restructuring Proposal not be shared with the Company Parties; and (iii) participate in no less than weekly (and more frequently if the Company Parties determine it is appropriate) calls with the Company Parties regarding the status and progress of the Term Loan/PGN Group’s efforts with respect to the development of any Alternative Restructuring Proposals;
(v) solely with respect to the 2021 Noteholder Group and the 2021 Noteholder Group Representatives, (A) consult and coordinate in good faith with the Company Parties regarding any process to solicit, initiate, encourage, induce, negotiate, facilitate, continue, develop, or respond to any Alternative Restructuring Proposals (including with respect to the Company Parties’ involvement and participation in such activities); (ii) promptly share any Alternative Restructuring Proposal that the 2021 Noteholder Group Representatives receive with the Company Parties unless the proponent of such Alternative Restructuring Proposal requires that such Alternative Restructuring Proposal not be shared with the Company Parties; and (iii) participate in no less than weekly (and more frequently if the Company Parties determine it is appropriate) calls with the Company Parties regarding the status and progress of the 2021 Noteholder Group’s efforts with respect to the development of any Alternative Restructuring Proposals;
(vi) refrain from taking any action whatsoever, except as set forth in this Section 4.01(a)(vi), with respect to the Texas Litigation during the Agreement Effective Period; provided, however, that to the extent any deadline, order, or proceeding requires any party to take any action in the Texas Litigation during the Agreement Effective Period, (x) the Company Parties and the Consenting Senior Creditors each hereby agree to immediately seek an extension of such deadline, order, or proceeding; (y) the Consenting Senior Creditors may file motions to xxxxx and/or stay the Texas Litigation, which motions shall not be opposed by the Company Parties; and (z) solely to the extent such deadline, order, or proceeding has not been extended or stayed or the applicable proceeding has not been abated or stayed, the Consenting Senior Creditors may take any action necessary to preserve and protect their rights in such proceeding.
(vii) give any notice, order, instruction, or direction to the applicable Agents/Trustees necessary to give effect to the Restructuring Transactions; and
(viiiiv) negotiate in good faith and use commercially reasonable efforts to execute and implement the Definitive Documents that are consistent with this Agreement to which it is required to be a party.
(b) During the Agreement Effective Period, each Consenting Stakeholder (severally and not jointly) agrees in respect of all of its Company Claims/Interests pursuant to this Agreement that it shall not directly or indirectly:
(i) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions;
(ii) either itself or through any representatives or agents (x) except with the prior written consent of the Company Parties or as provided in Section 6.01(j), solicit, initiate, encourage (including by furnishing information), induce, negotiate, facilitate, continue, continue or respond to any Alternative Restructuring Proposals from or with any Entity or (y) propose, file, support, consent to, seek formal or informal credit committee approval of, or vote for any Alternative Restructuring Proposal Proposals (and shall immediately inform the Company Parties and the other Consenting Stakeholders of any notification of an Alternative Restructuring Proposal); provided, however, that nothing contained in this Agreement shall prohibit the Term Loan/PGN Group, the Term Loan/PGN Group Representatives, the 2021 Noteholder Group, and the 2021 Noteholder Term Loan/PGN Group Representatives from taking may participate in any action otherwise prohibited discussions led by Section 4.01(b)(ii)(x)the Company Parties regarding the development of a Consistent Alternative Proposal;
(iii) initiate, or have initiated on its behalf, any litigation or proceeding that is inconsistent of any kind with respect to the Chapter 11 Cases, this Agreement Agreement, or the other Restructuring Transactions contemplated herein against the Company Parties or the other PartiesParties other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement; and
(iv) directly or indirectly object to, delay, impede, or take any other action to interfere with the Company Parties’ ownership and possession of their assets, wherever located (including interfering located, or interfere with the automatic stay arising under section 362 of the Bankruptcy Code) that is required to implement this Agreement; provided, however, that nothing in this Agreement shall limit the right of any Party to exercise any right or remedy provided under a the Financing Order, the Confirmation Order, or any other Definitive Document.
Appears in 1 contract
Samples: Restructuring Support Agreement (iHeartMedia, Inc.)
General Commitments, Forbearances, and Waivers. (a) During the Agreement Effective Period, each Consenting Stakeholder (severally and not jointly) agrees Creditor agrees, in respect of all of its Company Claims/Interests pursuant to this Agreement Interests, to:
(i) support the Restructuring Transactions and timely vote and exercise any powers or rights available to it (including in any board, shareholders’, or creditors’ meeting or in any process requiring voting or approval to which they are legally entitled to participate) in each case in favor of any matter requiring approval to the extent necessary to implement the Restructuring Transactions;
(ii) use commercially reasonable efforts to cooperate with and assist the Company Parties in obtaining additional support for the Restructuring Transactions from the Company Parties’ other stakeholders;
(iii) consult and coordinate use commercially reasonable efforts to oppose any party or person from taking any actions contemplated in good faith with the Company Parties and their representatives or agents regarding the evaluation and consideration of any Alternative Restructuring Proposal that such Consenting Stakeholder may be involved in pursuant to the terms of this AgreementSection 5.02(b);
(iv) solely with respect to the Term Loan/PGN Group and the Term Loan/PGN Group Representatives, (A) consult and coordinate in good faith with the Company Parties regarding any process to solicit, initiate, encourage, induce, negotiate, facilitate, continue, develop, or respond to any Alternative Restructuring Proposals (including with respect to the Company Parties’ involvement and participation in such activities); (ii) promptly share any Alternative Restructuring Proposal that the Term Loan/PGN Group Representatives receive with the Company Parties unless the proponent of such Alternative Restructuring Proposal requires that such Alternative Restructuring Proposal not be shared with the Company Parties; and (iii) participate in no less than weekly (and more frequently if the Company Parties determine it is appropriate) calls with the Company Parties regarding the status and progress of the Term Loan/PGN Group’s efforts with respect to the development of any Alternative Restructuring Proposals;
(v) solely with respect to the 2021 Noteholder Group and the 2021 Noteholder Group Representatives, (A) consult and coordinate in good faith with the Company Parties regarding any process to solicit, initiate, encourage, induce, negotiate, facilitate, continue, develop, or respond to any Alternative Restructuring Proposals (including with respect to the Company Parties’ involvement and participation in such activities); (ii) promptly share any Alternative Restructuring Proposal that the 2021 Noteholder Group Representatives receive with the Company Parties unless the proponent of such Alternative Restructuring Proposal requires that such Alternative Restructuring Proposal not be shared with the Company Parties; and (iii) participate in no less than weekly (and more frequently if the Company Parties determine it is appropriate) calls with the Company Parties regarding the status and progress of the 2021 Noteholder Group’s efforts with respect to the development of any Alternative Restructuring Proposals;
(vi) refrain from taking any action whatsoever, except as set forth in this Section 4.01(a)(vi), with respect to the Texas Litigation during the Agreement Effective Period; provided, however, that to the extent any deadline, order, or proceeding requires any party to take any action in the Texas Litigation during the Agreement Effective Period, (x) the Company Parties and the Consenting Senior Creditors each hereby agree to immediately seek an extension of such deadline, order, or proceeding; (y) the Consenting Senior Creditors may file motions to xxxxx and/or stay the Texas Litigation, which motions shall not be opposed by the Company Parties; and (z) solely to the extent such deadline, order, or proceeding has not been extended or stayed or the applicable proceeding has not been abated or stayed, the Consenting Senior Creditors may take any action necessary to preserve and protect their rights in such proceeding.
(vii) give any notice, order, instruction, or direction to the applicable Agents/Trustees necessary to give effect to the Restructuring TransactionsTransactions (provided, that nothing herein shall require any Consenting Creditor to provide any indemnification or expend any additional funds or incur any additional liability with respect to any Agent/Trustee); and
(viiiv) negotiate in good faith and use commercially reasonable efforts to execute and implement the Definitive Documents that are consistent with this Agreement to which it is required to be a party.
(b) During the Agreement Effective Period, each Consenting Stakeholder (severally and not jointly) agrees Creditor agrees, in respect of all of its Company Claims/Interests pursuant to this Agreement Interests, that it shall not directly or indirectly:
(i) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions;
(ii) either itself or through any representatives or agents (x) except with the prior written consent of the Company Parties or as provided in Section 6.01(j), solicit, initiate, encourage (including by furnishing information), induce, negotiate, facilitate, continue, or respond to any Alternative Restructuring Proposals from or with any Entity or (y) propose, file, support, consent to, seek formal or informal credit committee approval of, or vote for any Alternative Restructuring Proposal (and shall immediately inform the Company Parties and the other Consenting Stakeholders of any notification of an Alternative Restructuring Proposal); provided, however, that nothing contained in this Agreement shall prohibit the Term Loan/PGN Group, the Term Loan/PGN Group Representatives, the 2021 Noteholder Group, and the 2021 Noteholder Group Representatives from taking any action otherwise prohibited by Section 4.01(b)(ii)(x);
(iii) file any motion, pleading, or other document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not materially consistent with this Agreement or the Plan;
(iv) initiate, or have initiated on its behalf, any litigation or proceeding that is inconsistent of any kind with respect to the Chapter 11 Cases, this Agreement Agreement, or the other Restructuring Transactions contemplated herein against the Company Parties or the other Parties other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement;
(v) exercise, or direct any other person to exercise, any right or remedy for the enforcement, collection, or recovery of any of Claims against or Interests in the Company Parties; andor
(ivvi) directly or indirectly object to, delay, impede, or take any other action to interfere with the Company Parties’ ownership and possession of their assets, wherever located (including interfering located, or interfere with the automatic stay arising under section 362 of the Bankruptcy Code) that is required to implement this Agreement; provided, however, that nothing in this Agreement shall limit the right of any Party to exercise any right or remedy provided under a Financing Order, the Confirmation Order, or any other Definitive Document.
Appears in 1 contract
Samples: Restructuring Support Agreement (FTS International, Inc.)
General Commitments, Forbearances, and Waivers. (a) During the Agreement Effective Period, each Consenting Stakeholder (severally Creditor, on a several and not jointly) agrees joint basis, agrees, in respect of all of its Company Claims/Interests pursuant to this Agreement Interests, to:
(i) support use commercially reasonable efforts and timely take all commercially reasonable actions necessary to support, implement, and consummate the Restructuring Transactions; provided that no Consenting Creditor shall be obligated to waive (to the extent waivable by such Consenting Creditor) any condition to the consummation of any part of the Restructuring Transactions and timely vote and exercise set forth in any powers or rights available Definitive Document, including the conditions precedent to it the consummation of the Restructuring Transactions set forth in this Agreement (including in any board, shareholders’, or creditors’ meeting or in any process requiring voting or approval to which they are legally the section of the Restructuring Term Sheet entitled to participate) in each case in favor of any matter requiring approval “Conditions Precedent to the extent necessary Plan Effective Date”, solely as such conditions precedent apply to implement the Restructuring Transactionssuch Consenting Creditor);
(ii) negotiate in good faith, execute, and use commercially reasonable efforts to implement the Definitive Documents to which it will be a party;
(iii) use commercially reasonable efforts to cooperate with and assist the Company Parties in obtaining additional support for the Restructuring Transactions from the Company Parties’ other stakeholders;
; provided that no Consenting Creditor shall be obligated to amend, modify, or supplement any of the Definitive Documents to obtain such additional support (iii) consult and coordinate in good faith with the Company Parties and their representatives including any amendment, modification, or agents regarding the evaluation and consideration supplement that provides for different treatment of any Alternative Company Claims/Interests than the treatment provided to such Company Claims/Interests in the Restructuring Proposal that such Consenting Stakeholder may be involved in pursuant to the terms of this AgreementTerm Sheet);
(iv) solely with respect to the Term Loan/PGN Group and the Term Loan/PGN Group Representativesextent any legal or structural impediment arises that would prevent, (A) consult and coordinate in good faith with the Company Parties regarding any process to solicit, initiate, encourage, induce, negotiate, facilitate, continue, develophinder, or respond to any Alternative Restructuring Proposals (including with respect to delay the Company Parties’ involvement and participation in such activities); (ii) promptly share any Alternative Restructuring Proposal that the Term Loan/PGN Group Representatives receive with the Company Parties unless the proponent of such Alternative Restructuring Proposal requires that such Alternative Restructuring Proposal not be shared with the Company Parties; and (iii) participate in no less than weekly (and more frequently if the Company Parties determine it is appropriate) calls with the Company Parties regarding the status and progress consummation of the Term Loan/PGN Group’s efforts with respect Restructuring Transactions, take all steps commercially reasonably necessary to the development of address any Alternative Restructuring Proposalssuch impediment;
(v) solely with respect to the 2021 Noteholder Group and the 2021 Noteholder Group RepresentativesConsenting Creditors, (A) consult and coordinate in good faith with the Company Parties regarding any process to solicit, initiate, encourage, induce, negotiate, facilitate, continue, develop, or respond to any Alternative Restructuring Proposals (including with respect to the Company Parties’ involvement and participation in such activities); (ii) promptly share any Alternative Restructuring Proposal that the 2021 Noteholder Group Representatives receive with the Company Parties unless the proponent of such Alternative Restructuring Proposal requires that such Alternative Restructuring Proposal not be shared with the Company Parties; and (iii) participate in no less than weekly (and more frequently if the Company Parties determine it is appropriate) calls with the Company Parties regarding the status and progress of the 2021 Noteholder Group’s efforts with respect to the development of any Alternative Restructuring Proposals;
(vi) refrain from taking any action whatsoever, except as set forth in this Section 4.01(a)(vi), with respect to the Texas Litigation during the Agreement Effective Period; provided, however, that to the extent any deadline, order, or proceeding requires any party to take any action in the Texas Litigation during the Agreement Effective Period, (x) the Company Parties and the Consenting Senior Creditors each hereby agree to immediately seek an extension of such deadline, order, or proceeding; (y) the Consenting Senior Creditors may file motions to xxxxx and/or stay the Texas Litigation, which motions shall not be opposed by the Company Parties; and (z) solely to the extent such deadline, order, or proceeding has not been extended or stayed or the applicable proceeding has not been abated or stayed, the Consenting Senior Creditors may take any action necessary to preserve and protect their rights in such proceeding.
(vii) give any notice, order, instruction, or direction to the applicable Agents/Trustees Agent or Notes Trustee necessary to give effect to the Restructuring Transactions; provided that no Consenting Creditors shall be required hereunder to provide such Agent, Notes Trustee, or any other Person with any indemnities or similar undertakings in connection with taking any such action or incur any fees or expenses in connection therewith; and
(viiivi) negotiate in good faith and use commercially reasonable efforts with respect to execute and implement the Definitive Documents Consenting Creditors, give any notice, order, instruction, or direction to the applicable Agent or Notes Trustee necessary to waive the requirement that are consistent with this Agreement to which it is required to be a partyCompany Party or any Affiliate of any Company Party hold a public investor call under any Credit Agreement, any Notes Indenture, or any Finance Document.
(b) During the Agreement Effective Period, each Consenting Stakeholder (severally Creditor, on a several and not jointly) agrees joint basis, agrees, in respect of all of its Company Claims/Interests pursuant to this Agreement Interests, that it shall not directly or indirectly:
(i) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions;
(ii) either itself or through any representatives or agents (x) except with the prior written consent of the Company Parties or as provided in Section 6.01(j)seek, solicit, initiateencourage, encourage (including by furnishing information), induce, negotiate, facilitate, continue, or respond to any Alternative Restructuring Proposals from or with any Entity or (y) propose, file, support, consent to, seek formal or informal credit committee approval ofvote for, or vote for enter into or participate in any discussions, agreements, understandings, or other arrangements with any Person regarding, or pursue or consummate, any Alternative Restructuring Proposal (and shall immediately inform the Company Parties and the other Consenting Stakeholders of any notification of an Alternative Restructuring Proposal); provided, however, that nothing contained in this Agreement shall prohibit the Term Loan/PGN Group, the Term Loan/PGN Group Representatives, the 2021 Noteholder Group, and the 2021 Noteholder Group Representatives from taking any action otherwise prohibited by Section 4.01(b)(ii)(x)Restructuring;
(iii) file any motion, pleading, agreement, instrument, order, form, or other document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not consistent with this Agreement or the Plan;
(iv) initiate, or have initiated on its behalf, any litigation or proceeding that is inconsistent of any kind with respect to the Chapter 11 Cases, this Agreement Agreement, or the Restructuring Transactions against the Company Parties or the other PartiesParties other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement; and
(ivv) directly or indirectly object to, delay, impede, or take any other action to interfere with the Company Parties’ ownership and possession of their assets, wherever located (including interfering located, or interfere with the automatic stay arising under section 362 of the Bankruptcy Code) that is required to implement this Agreement; provided, however, that nothing in this Agreement shall limit the right of any Party to exercise any right or remedy provided under a Financing Order, the Confirmation Order, or any other Definitive Document.
Appears in 1 contract
Samples: Confidentiality Agreement
General Commitments, Forbearances, and Waivers. (a) During Except as set forth in Section 5 of this Agreement, during the Agreement Effective Period, each Consenting Stakeholder (severally and not jointly) agrees agrees, in respect of all of its Company Claims/Interests pursuant to this Agreement Interests, to:
(i) support the Restructuring Transactions Transactions, vote, and timely vote and reasonably exercise any powers or rights available to it (including in any board, shareholders’, or creditors’ meeting or in any process requiring voting or approval to which they are legally entitled to participate) ), in each case in favor of any matter requiring approval to the extent necessary to implement the Restructuring Transactions;
(ii) use commercially reasonable efforts to cooperate with and assist the Company Parties in obtaining additional support for the Restructuring Transactions from the Company Parties’ other stakeholdersstakeholders and use commercially reasonable efforts to obtain additional support for the Restructuring Transactions from other holders of Credit Facility Claims and Senior Note Claims;
(iii) consult and coordinate negotiate in good faith with and use commercially reasonable efforts to execute and deliver any appropriate additional or alternative provisions or agreements to address any legal, financial, or structural impediment that may arise that would prevent, hinder, impede, delay, or are necessary to effectuate the Company Parties and their representatives or agents regarding consummation of, the evaluation and consideration of any Alternative Restructuring Proposal that such Consenting Stakeholder may be involved in pursuant to the terms of this AgreementTransactions;
(iv) solely with respect to the Term Loan/PGN Group and the Term Loan/PGN Group Representatives, (A) consult and coordinate negotiate in good faith and use commercially reasonable efforts to execute and implement the Definitive Documents that are consistent with the Company Parties regarding any process this Agreement and to solicit, initiate, encourage, induce, negotiate, facilitate, continue, develop, or respond to any Alternative Restructuring Proposals (including with respect to the Company Parties’ involvement and participation in such activities); (ii) promptly share any Alternative Restructuring Proposal that the Term Loan/PGN Group Representatives receive with the Company Parties unless the proponent of such Alternative Restructuring Proposal requires that such Alternative Restructuring Proposal not be shared with the Company Parties; and (iii) participate in no less than weekly (and more frequently if the Company Parties determine which it is appropriate) calls with the Company Parties regarding the status and progress of the Term Loan/PGN Group’s efforts with respect required to the development of any Alternative Restructuring Proposalsbe a party;
(v) solely with respect take commercially reasonable efforts to the 2021 Noteholder Group and the 2021 Noteholder Group Representatives, (A) consult and coordinate negotiate in good faith regarding, as soon as reasonably practicable after the date hereof (and in any case, in compliance with the Company Parties regarding any process applicable PSA Milestones), the Plan and all Plan Documents that are necessary to solicit, initiate, encourage, induce, negotiate, facilitate, continue, develop, or respond to any Alternative consummate the Restructuring Proposals (including with respect to Transactions and the Company Parties’ involvement and participation in such activities); (ii) promptly share any Alternative Restructuring Proposal that the 2021 Noteholder Group Representatives receive with the Company Parties unless the proponent of such Alternative Restructuring Proposal requires that such Alternative Restructuring Proposal not be shared with the Company Parties; and (iii) participate in no less than weekly (and more frequently if the Company Parties determine it is appropriate) calls with the Company Parties regarding the status and progress of the 2021 Noteholder Group’s efforts with respect to the development of any Alternative Restructuring ProposalsSettlement;
(vi) refrain use commercially reasonable efforts to oppose any party or person from taking any action whatsoever, except as set forth actions contemplated in Section 4.02(b) of this Section 4.01(a)(vi), with respect to the Texas Litigation during the Agreement Effective Period; provided, however, that to the extent any deadline, order, or proceeding requires any party to take any action in the Texas Litigation during the Agreement Effective Period, (x) the Company Parties and the Consenting Senior Creditors each hereby agree to immediately seek an extension of such deadline, order, or proceeding; (y) the Consenting Senior Creditors may file motions to xxxxx and/or stay the Texas Litigation, which motions shall not be opposed by the Company Parties; and (z) solely to the extent such deadline, order, or proceeding has not been extended or stayed or the applicable proceeding has not been abated or stayed, the Consenting Senior Creditors may take any action necessary to preserve and protect their rights in such proceeding.Agreement;
(vii) give any notice, order, instruction, or direction to the applicable Agents/Trustees necessary to give effect to the Restructuring Transactions; and
(viii) as applicable, negotiate in good faith and use commercially reasonable efforts to execute and implement with the Definitive Documents that Company Parties regarding which agreements, Executory Contracts or Unexpired Leases are consistent with this Agreement to which it is required to be a partyMaterial Agreements or Material Executory Contracts or Unexpired Leases.
(b) During Except as set forth in Section 5 of this Agreement, during the Agreement Effective Period, each Consenting Stakeholder (severally and not jointly) agrees agrees, in respect of all of its Company Claims/Interests pursuant to this Agreement that it shall not directly or indirectly:
(i) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions;
(ii) either itself or through any representatives or agents (x) except with the prior written consent of the Company Parties or as provided in Section 6.01(j), solicit, initiate, encourage (including by furnishing information), induce, negotiate, facilitate, continue, or respond to any Alternative Restructuring Proposals from or with any Entity or (y) propose, file, support, consent to, seek formal or informal credit committee approval of, or vote for any Alternative Restructuring Proposal (and shall immediately inform the Company Parties and the other Consenting Stakeholders of any notification of an Alternative Restructuring Proposal); provided, however, that nothing contained in this Agreement shall prohibit the Term Loan/PGN Group, the Term Loan/PGN Group Representatives, the 2021 Noteholder Group, and the 2021 Noteholder Group Representatives from taking any action otherwise prohibited by Section 4.01(b)(ii)(x);
(iii) file any motion, pleading, or other document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not materially consistent with this Agreement, the Plan or the Settlement;
(iv) initiate, or have initiated on its behalf, any litigation or proceeding that is inconsistent of any kind with respect to the Chapter 11 Cases, this Agreement Agreement, or the other Restructuring Transactions contemplated herein against the Company Parties or the other Parties; andParties other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement;
(ivv) directly exercise, or indirectly direct any other person to exercise, any right or remedy for the enforcement, collection, or recovery of any Claims against or interests in the Company Parties including rights or remedies arising from or asserting or bringing any Claims under or with respect to the Credit Facility or the Senior Notes that are inconsistent with this Agreement or the Definitive Documents;
(vi) object to, delay, impede, or take any other action to interfere with the Company Parties’ ownership and possession of their assets, wherever located (including interfering located, or interfere with the automatic stay arising under section 362 of the Bankruptcy CodeCode unless otherwise permitted under the Definitive Documents; or
(vii) object to, delay, or impede (A) the payment of reasonable and documented fees and expenses incurred under any engagement letters for any professional advisors to the Company Parties to the extent that is required copies of such engagement letters have been provided to implement this Agreement; providedthe Consenting Stakeholders at least seven (7) days prior to the Agreement Effective Date and have not thereafter been modified (such engagement letters, however, that nothing in this Agreement shall limit the right “Disclosed Letters”) or (B) orders of the Bankruptcy Court approving and authorizing (1) the retention of any Party to exercise any right or remedy provided such advisors by the Company Parties in accordance with the Disclosed Letters and (2) the payment of reasonable and documented fees and expenses incurred under a Financing Order, the Confirmation Order, or any other Definitive DocumentDisclosed Letters.
Appears in 1 contract
Samples: Plan Support Agreement (Vanguard Natural Resources, Inc.)
General Commitments, Forbearances, and Waivers. (a) During the Agreement Effective Period, each Consenting Stakeholder (severally Senior Noteholder severally, and not jointly) , agrees in respect of all of its Company Claims/Interests Interests, as applicable, pursuant to this Agreement to:
(i) support the Restructuring Transactions and timely vote and exercise any powers or rights available to it (including in any board, shareholders’, or creditors’ meeting or in any process requiring voting or approval to which they are legally entitled to participate) in each case in favor of any matter requiring approval to the extent necessary to implement the Restructuring Transactions;
(ii) use commercially reasonable efforts to cooperate with and assist the Company Parties in obtaining additional support for the Restructuring Transactions from the Company Parties’ other stakeholders;
(iii) consult in the Out-of-Court Restructuring and coordinate in good faith with following the Company Parties launch of the Exchange Offer, unless the Exchange Offer shall have been terminated, validly and their representatives timely irrevocably exchange and not withdraw (including causing its nominee or agents regarding custodian, on behalf of itself and the evaluation accounts, funds or affiliates for which it is acting as investment advisor or manager, to validly and consideration timely irrevocably exchange and not withdraw) all of any Alternative Restructuring Proposal that its Senior Notes (which, for the avoidance of doubt, shall mean all of the Senior Notes set forth on such Consenting Stakeholder may be involved in pursuant Senior Noteholder’s signature page attached to the terms this Agreement, subject to Section 9 of this Agreement, together with any additional Senior Notes acquired by such Consenting Senior Noteholder through the expiration of the Exchange Offer) in the Exchange Offer and deliver the related consents in the consent solicitation described in the Offering Memorandum;
(iv) solely with respect to the Term Loan/PGN Group and the Term Loan/PGN Group Representatives, (A) consult and coordinate in good faith with the Company Parties regarding any process to solicit, initiate, encourage, induce, negotiate, facilitate, continue, develop, or respond to any Alternative Restructuring Proposals (including with respect to the Company Parties’ involvement and participation in such activities); (ii) promptly share any Alternative Restructuring Proposal that the Term Loan/PGN Group Representatives receive with the Company Parties unless the proponent of such Alternative Restructuring Proposal requires that such Alternative Restructuring Proposal not be shared with the Company Parties; and (iii) participate in no less than weekly (and more frequently if the Company Parties determine it is appropriate) calls with the Company Parties regarding the status and progress of the Term Loan/PGN Group’s efforts with respect to the development of any Alternative Restructuring Proposals;
(v) solely with respect to the 2021 Noteholder Group and the 2021 Noteholder Group Representatives, (A) consult and coordinate in good faith with the Company Parties regarding any process to solicit, initiate, encourage, induce, negotiate, facilitate, continue, develop, or respond to any Alternative Restructuring Proposals (including with respect to the Company Parties’ involvement and participation in such activities); (ii) promptly share any Alternative Restructuring Proposal that the 2021 Noteholder Group Representatives receive with the Company Parties unless the proponent of such Alternative Restructuring Proposal requires that such Alternative Restructuring Proposal not be shared with the Company Parties; and (iii) participate in no less than weekly (and more frequently if the Company Parties determine it is appropriate) calls with the Company Parties regarding the status and progress of the 2021 Noteholder Group’s efforts with respect to the development of any Alternative Restructuring Proposals;
(vi) refrain from taking any action whatsoever, except as set forth in this Section 4.01(a)(vi), with respect to the Texas Litigation during the Agreement Effective Period; provided, however, that to the extent any deadline, order, or proceeding requires any party to take any action in the Texas Litigation during the Agreement Effective Period, (x) the Company Parties and the Consenting Senior Creditors each hereby agree to immediately seek an extension of such deadline, order, or proceeding; (y) the Consenting Senior Creditors may file motions to xxxxx and/or stay the Texas Litigation, which motions shall not be opposed by the Company Parties; and (z) solely to the extent such deadline, order, or proceeding has not been extended or stayed or the applicable proceeding has not been abated or stayed, the Consenting Senior Creditors may take any action necessary to preserve and protect their rights in such proceeding.
(vii) give any notice, order, instruction, or direction to the Indenture Trustee and/or applicable Agents/Trustees agent necessary to give effect to the Restructuring Transactions; and;
(viiiv) negotiate in good faith and use commercially reasonable efforts to execute and implement the Definitive Documents that are with the Company Parties on terms consistent with this Agreement and, assuming agreement by the Required Consenting Senior Noteholders with the form and substance of the Definitive Documents, execute and deliver each Definitive Document to which it is required to be a partyparty and take all steps necessary and desirable to consummate the Restructuring Transactions in accordance with this Agreement and such Definitive Documents;
(vi) cooperate and coordinate with the Company Parties and use commercially reasonable efforts to support and consummate the Restructuring Transactions, as applicable, and to execute any document and give any notice, order, instruction, or direction reasonably necessary to support, facilitate, implement, consummate, or otherwise give effect to the Restructuring Transactions, including, for the avoidance of doubt, using commercially reasonable efforts to obtain any necessary federal, state, and local regulatory approvals reasonably necessary to consummate the Restructuring Transactions; provided, for the avoidance of doubt, that no Consenting Senior Noteholder shall be required to make any such effort if prohibited by applicable law or governmental regulation;
(vii) to the extent any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the Restructuring Transactions contemplated in this Agreement, support and take all commercially reasonable steps necessary and desirable to address any such impediment; and
(viii) agree to, support, and accept a global mutual release with respect to the Restructuring Transactions and related transactions consistent with this Agreement.
(b) During the Agreement Effective Period, each Consenting Stakeholder (severally Senior Noteholder severally, and not jointly) , agrees in respect of all of its Company Claims/Interests pursuant to this Agreement that it shall not directly or indirectly, and shall not direct any other person to:
(i) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions;
(ii) either itself or through any representatives or agents (x) except with the prior written consent of the Company Parties or as provided in Section 6.01(j), solicit, initiate, encourage (including by furnishing information), induce, negotiate, facilitate, continue, or respond to any Alternative Restructuring Proposals from or with any Entity or (y) propose, file, support, consent to, seek formal or informal credit committee approval of, or vote for any Alternative Restructuring Proposal (and shall immediately inform the Company Parties and the other Consenting Stakeholders of any notification of an Alternative Restructuring Proposal); provided, however, that nothing contained in this Agreement shall prohibit the Term Loan/PGN Group, the Term Loan/PGN Group Representatives, the 2021 Noteholder Group, and the 2021 Noteholder Group Representatives from taking any action otherwise prohibited by Section 4.01(b)(ii)(x);
(iii) file any motion, pleading, or other document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not materially consistent with this Agreement or the Plan;
(iv) exercise any right or remedy for the enforcement, collection, or recovery of any Company Claims/Interests;
(v) initiate, or have initiated on its behalf, any litigation or proceeding that is inconsistent of any kind with respect to the Chapter 11 Cases, this Agreement, or the other Restructuring Transactions contemplated in this Agreement against the Company Parties or the other PartiesParties other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement; andor
(ivvi) directly or indirectly object to, delay, impede, or take any other action to interfere with the Company Parties’ ownership and possession of their assets, wherever located (including interfering located, or interfere with the automatic stay arising under Bankruptcy Code section 362 of the Bankruptcy Code) that is required to implement this Agreement; provided, however, that nothing in this Agreement shall limit the right of any Party to exercise any right or remedy provided under a Financing Order, the Confirmation Order, or any other Definitive Document362.
Appears in 1 contract
Samples: Restructuring Support Agreement (Martin Midstream Partners L.P.)
General Commitments, Forbearances, and Waivers. (a) During the Agreement Effective Period, each Consenting Stakeholder (severally and not jointly) agrees Senior Noteholders agrees, in respect of all of its Company Claims/Interests pursuant to this Agreement , to:
(i) support the Restructuring Transactions and timely vote and exercise any powers or rights available to it (including in any board, shareholders’, or creditors’ meeting or in any process requiring voting or approval to which they are legally entitled to participate) in each case in favor of any matter requiring approval to the extent necessary to implement the Restructuring Transactions;
(ii) use commercially reasonable efforts to cooperate with and assist the Company Parties in obtaining additional support for the Restructuring Transactions from the Company Parties’ other stakeholders;
(iii) consult and coordinate in good faith with the Company Parties and their representatives or agents regarding the evaluation and consideration of any Alternative Restructuring Proposal that such Consenting Stakeholder may be involved in pursuant to the terms of this Agreement;
(iv) solely with respect to the Term Loan/PGN Group and the Term Loan/PGN Group Representatives, (A) consult and coordinate in good faith with the Company Parties regarding any process to solicit, initiate, encourage, induce, negotiate, facilitate, continue, develop, or respond to any Alternative Restructuring Proposals (including with respect to the Company Parties’ involvement and participation in such activities); (ii) promptly share any Alternative Restructuring Proposal that the Term Loan/PGN Group Representatives receive with the Company Parties unless the proponent of such Alternative Restructuring Proposal requires that such Alternative Restructuring Proposal not be shared with the Company Parties; and (iii) participate in no less than weekly (and more frequently if the Company Parties determine it is appropriate) calls with the Company Parties regarding the status and progress of the Term Loan/PGN Group’s efforts with respect to the development of any Alternative Restructuring Proposals;
(v) solely with respect to the 2021 Noteholder Group and the 2021 Noteholder Group Representatives, (A) consult and coordinate in good faith with the Company Parties regarding any process to solicit, initiate, encourage, induce, negotiate, facilitate, continue, develop, or respond to any Alternative Restructuring Proposals (including with respect to the Company Parties’ involvement and participation in such activities); (ii) promptly share any Alternative Restructuring Proposal that the 2021 Noteholder Group Representatives receive with the Company Parties unless the proponent of such Alternative Restructuring Proposal requires that such Alternative Restructuring Proposal not be shared with the Company Parties; and (iii) participate in no less than weekly (and more frequently if the Company Parties determine it is appropriate) calls with the Company Parties regarding the status and progress of the 2021 Noteholder Group’s efforts with respect to the development of any Alternative Restructuring Proposals;
(vi) refrain from taking any action whatsoever, except as set forth in this Section 4.01(a)(vi), with respect to the Texas Litigation during the Agreement Effective Period; provided, however, that to the extent any deadline, order, or proceeding requires any party to take any action in the Texas Litigation during the Agreement Effective Period, (x) the Company Parties and the Consenting Senior Creditors each hereby agree to immediately seek an extension of such deadline, order, or proceeding; (y) the Consenting Senior Creditors may file motions to xxxxx and/or stay the Texas Litigation, which motions shall not be opposed by the Company Parties; and (z) solely to the extent such deadline, order, or proceeding has not been extended or stayed or the applicable proceeding has not been abated or stayed, the Consenting Senior Creditors may take any action necessary to preserve and protect their rights in such proceeding.
(vii) give any notice, order, instruction, or direction to the applicable Agents/Trustees necessary to give effect to the Restructuring Transactions; and;
(viiiiv) negotiate in good faith and use commercially reasonable efforts to execute and implement the Definitive Documents that are consistent with this Agreement to which it is required to be a party;
(v) timely file a formal objection, or joinder to the Debtors’ opposition, to any motion filed with the Bankruptcy Court by a third party seeking the entry of an order (A) directing the appointment of a trustee or examiner (with expanded powers beyond those set forth in sections 1106(a)(3) and (4) of the Bankruptcy Code), (B) converting the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, or (C) dismissing the Chapter 11 Cases; and
(vi) timely file a formal objection, or joinder to the Debtors’ opposition, to any motion filed with the Bankruptcy Court by a third party seeking the entry of an order modifying or terminating the Company Parties’ exclusive right to file and/or solicit acceptances of a plan of reorganization, as applicable.
(b) During the Agreement Effective Period, each Consenting Stakeholder (severally and not jointly) agrees Senior Noteholder agrees, in respect of all of its Company Claims/Interests pursuant to this Agreement , that it shall not directly or indirectly:
(i) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions;
(ii) either itself or through any representatives or agents (x) except with the prior written consent of the Company Parties or as provided in Section 6.01(j), solicit, initiate, encourage (including by furnishing information), induce, negotiate, facilitate, continue, or respond to any Alternative Restructuring Proposals from or with any Entity or (y) propose, file, support, consent to, seek formal or informal credit committee approval of, or vote for any Alternative Restructuring Proposal (and shall immediately inform the Company Parties and the other Consenting Stakeholders of any notification of an Alternative Restructuring Proposal); provided, however, that nothing contained in this Agreement shall prohibit the Term Loan/PGN Group, the Term Loan/PGN Group Representatives, the 2021 Noteholder Group, and the 2021 Noteholder Group Representatives from taking any action otherwise prohibited by Section 4.01(b)(ii)(x);
(iii) file any motion, pleading, or other document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not materially consistent with this Agreement or the Plan;
(iv) initiate, or have initiated on its behalf, any litigation or proceeding that is inconsistent of any kind with respect to the Chapter 11 Cases, this Agreement Agreement, or the other Restructuring Transactions contemplated herein against the Company Parties or the other Parties other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement;
(v) exercise, or direct any other person to exercise, any right or remedy for the enforcement, collection, or recovery of any of Claims against the Company Parties; andor
(ivvi) directly or indirectly object to, delay, impede, or take any other action to interfere with the Company Parties’ ownership and possession of their assets, wherever located (including interfering located, or interfere with the automatic stay arising under section 362 of the Bankruptcy Code) that is required to implement this Agreement; provided, however, that nothing in this Agreement shall limit the right of any Party to exercise any right or remedy provided under a Financing Order, the Confirmation Order, or any other Definitive Document.
Appears in 1 contract
Samples: Restructuring Support Agreement (Extraction Oil & Gas, Inc.)
General Commitments, Forbearances, and Waivers. (a) During the Agreement Effective Period, each Consenting Stakeholder (severally Noteholder severally, and not jointly) , agrees in respect of all of its Company Claims/Interests pursuant to this Agreement to:
(i) support the Restructuring Transactions and timely vote and exercise any powers or rights available to it (including in any board, shareholders’, or creditors’ meeting or in any process requiring voting or approval to which they are legally entitled to participate) in each case in favor of any matter requiring approval to the extent reasonably necessary to implement the Restructuring Transactions, including, but not limited to, supporting any request by the Company Parties for further interest rate forbearance periods in advance of the commencement of the Chapter 11 Cases;
(ii) use commercially reasonable efforts to cooperate with and assist the Company Parties in obtaining additional support for the Restructuring Transactions from the Company Parties’ other stakeholders;
(iii) consult and coordinate in good faith with the Company Parties and their representatives or agents regarding the evaluation and consideration of any Alternative Restructuring Proposal that such Consenting Stakeholder may be involved in pursuant give, subject to the terms of this Agreement;
(iv) solely with respect to the Term Loan/PGN Group and the Term Loan/PGN Group Representativesapplicable Laws, (A) consult and coordinate in good faith with the Company Parties regarding any process to solicit, initiate, encourage, induce, negotiate, facilitate, continue, develop, or respond to any Alternative Restructuring Proposals (including with respect to the Company Parties’ involvement and participation in such activities); (ii) promptly share any Alternative Restructuring Proposal that the Term Loan/PGN Group Representatives receive with the Company Parties unless the proponent of such Alternative Restructuring Proposal requires that such Alternative Restructuring Proposal not be shared with the Company Parties; and (iii) participate in no less than weekly (and more frequently if the Company Parties determine it is appropriate) calls with the Company Parties regarding the status and progress of the Term Loan/PGN Group’s efforts with respect to the development of any Alternative Restructuring Proposals;
(v) solely with respect to the 2021 Noteholder Group and the 2021 Noteholder Group Representatives, (A) consult and coordinate in good faith with the Company Parties regarding any process to solicit, initiate, encourage, induce, negotiate, facilitate, continue, develop, or respond to any Alternative Restructuring Proposals (including with respect to the Company Parties’ involvement and participation in such activities); (ii) promptly share any Alternative Restructuring Proposal that the 2021 Noteholder Group Representatives receive with the Company Parties unless the proponent of such Alternative Restructuring Proposal requires that such Alternative Restructuring Proposal not be shared with the Company Parties; and (iii) participate in no less than weekly (and more frequently if the Company Parties determine it is appropriate) calls with the Company Parties regarding the status and progress of the 2021 Noteholder Group’s efforts with respect to the development of any Alternative Restructuring Proposals;
(vi) refrain from taking any action whatsoever, except as set forth in this Section 4.01(a)(vi), with respect to the Texas Litigation during the Agreement Effective Period; provided, however, that to the extent any deadline, order, or proceeding requires any party to take any action in the Texas Litigation during the Agreement Effective Period, (x) the Company Parties and the Consenting Senior Creditors each hereby agree to immediately seek an extension of such deadline, order, or proceeding; (y) the Consenting Senior Creditors may file motions to xxxxx and/or stay the Texas Litigation, which motions shall not be opposed by the Company Parties; and (z) solely to the extent such deadline, order, or proceeding has not been extended or stayed or the applicable proceeding has not been abated or stayed, the Consenting Senior Creditors may take any action necessary to preserve and protect their rights in such proceeding.
(vii) give any notice, order, instruction, or direction to the applicable Agents/Trustees Indenture Trustee necessary to give effect to the Restructuring Transactions; and
(viiiiii) negotiate in good faith and use commercially reasonable efforts to execute and implement the Definitive Documents Documentation that are consistent with this Agreement to which it is required to be a party.;
(b) During the Agreement Effective Period, subject to applicable Laws and as otherwise set forth in this Agreement, each Consenting Stakeholder (severally Noteholder severally, and not jointly) , agrees in respect of all of its Company Claims/Interests pursuant to this Agreement that it shall not directly or indirectly:
(i) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions;
(ii) either itself or through any representatives or agents (x) except with the prior written consent of the Company Parties or as provided in Section 6.01(j), solicit, initiate, encourage (including by furnishing information), induce, negotiate, facilitate, continue, or respond to any Alternative Restructuring Proposals from or with any Entity or (y) propose, file, support, consent to, seek formal or informal credit committee approval of, or vote for any Alternative Restructuring Proposal (and shall immediately inform the Company Parties and the other Consenting Stakeholders of any notification of an Alternative Restructuring Proposal); provided, however, that nothing contained in this Agreement shall prohibit the Term Loan/PGN Group, the Term Loan/PGN Group Representatives, the 2021 Noteholder Group, and the 2021 Noteholder Group Representatives from taking any action otherwise prohibited by Section 4.01(b)(ii)(x);
(iii) file any motion, pleading, or other document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not materially consistent with this Agreement or the Plan;
(iv) initiate, or have initiated on its behalf, any litigation or proceeding that is inconsistent which would materially or unreasonably delay, impede, or interfere with the implementation or consummation of the Restructuring Transactions, other than to enforce this Agreement against the Company Parties or the other Partiesany Definitive Documentation or as otherwise permitted under this Agreement; andor
(ivv) directly or indirectly object to, delay, impede, or take any other action to interfere with the Company Parties’ or their Affiliates’ ownership and possession of their assets, wherever located (including interfering located, or interfere with the automatic stay arising under section 362 of the Bankruptcy Code) that is required to implement this Agreement; provided, however, however that nothing in this Agreement shall limit the right of any Party to exercise any right or remedy provided under a Financing Orderthis Agreement, the Confirmation Order, or any other Definitive DocumentDocumentation.
Appears in 1 contract
Samples: Restructuring Support Agreement (CBL & Associates Limited Partnership)
General Commitments, Forbearances, and Waivers. (a) During the Agreement Effective Period, each Consenting Stakeholder (severally agrees, severally, and not jointly) agrees jointly and severally, in respect of itself and all of its Company Claims/Interests pursuant to this Agreement Interests, to:
(i) support the Restructuring Transactions Transactions, on the terms and timely subject to the conditions of this Agreement, and, subject to Section 5.02 of this Agreement, vote and use commercially reasonable efforts to exercise any powers or rights available to it (including in any board, shareholders’, or creditors’ meeting or in any process requiring voting or approval to which they are legally entitled to participate) in each case in favor of any matter requiring approval to the extent reasonably requested and necessary to implement the Restructuring Transactions;
(ii) use commercially reasonable efforts to cooperate with and assist the Company Parties in obtaining additional support for the Restructuring Transactions from the Company Parties’ other stakeholders;
(iii) consult and coordinate in good faith with the Company Parties and their representatives or agents regarding the evaluation and consideration of give any Alternative Restructuring Proposal that such Consenting Stakeholder may be involved in pursuant to the terms of this Agreement;
(iv) solely with respect to the Term Loan/PGN Group and the Term Loan/PGN Group Representativesnotices, (A) consult and coordinate in good faith with the Company Parties regarding any process to solicitorders, initiate, encourage, induce, negotiate, facilitate, continue, developinstructions, or respond to any Alternative Restructuring Proposals (including with respect to the Company Parties’ involvement and participation in such activities); (ii) promptly share any Alternative Restructuring Proposal that the Term Loan/PGN Group Representatives receive with the Company Parties unless the proponent of such Alternative Restructuring Proposal requires that such Alternative Restructuring Proposal not be shared with the Company Parties; and (iii) participate in no less than weekly (and more frequently if the Company Parties determine it is appropriate) calls with the Company Parties regarding the status and progress of the Term Loan/PGN Group’s efforts with respect to the development of any Alternative Restructuring Proposals;
(v) solely with respect to the 2021 Noteholder Group and the 2021 Noteholder Group Representatives, (A) consult and coordinate in good faith with the Company Parties regarding any process to solicit, initiate, encourage, induce, negotiate, facilitate, continue, develop, or respond to any Alternative Restructuring Proposals (including with respect to the Company Parties’ involvement and participation in such activities); (ii) promptly share any Alternative Restructuring Proposal that the 2021 Noteholder Group Representatives receive with the Company Parties unless the proponent of such Alternative Restructuring Proposal requires that such Alternative Restructuring Proposal not be shared with the Company Parties; and (iii) participate in no less than weekly (and more frequently if the Company Parties determine it is appropriate) calls with the Company Parties regarding the status and progress of the 2021 Noteholder Group’s efforts with respect to the development of any Alternative Restructuring Proposals;
(vi) refrain from taking any action whatsoever, except as set forth in this Section 4.01(a)(vi), with respect to the Texas Litigation during the Agreement Effective Period; provided, however, that to the extent any deadline, order, or proceeding requires any party to take any action in the Texas Litigation during the Agreement Effective Period, (x) the Company Parties and the Consenting Senior Creditors each hereby agree to immediately seek an extension of such deadline, order, or proceeding; (y) the Consenting Senior Creditors may file motions to xxxxx and/or stay the Texas Litigation, which motions shall not be opposed by the Company Parties; and (z) solely to the extent such deadline, order, or proceeding has not been extended or stayed or the applicable proceeding has not been abated or stayed, the Consenting Senior Creditors may take any action necessary to preserve and protect their rights in such proceeding.
(vii) give any notice, order, instruction, or direction directions to the applicable Agents/Trustees necessary to give effect to the Restructuring TransactionsTransactions on the terms and subject to the conditions of this Agreement; provided that no Consenting Noteholder or Consenting RCF Lender shall be required hereunder to provide such Prepetition Senior Secured Notes Trustees, or any other person, with any indemnities or similar undertakings in connection with taking any such action or incur any fees or expenses in connection therewith;
(iv) forbear from the exercise of its rights (including any right of set-off) or remedies it may have under the agreements governing its Company Claims/Interests, as applicable, and under applicable U.S. or foreign law or otherwise, in each case, with respect to any breaches, defaults, events of default, or potential defaults by the Company Parties or its co-obligors (including, for avoidance of doubt, the Consenting Physician-Owned Entities and the Consenting Non-Debtor Hospital Partner Entities). As applicable, each Consenting Stakeholder further agrees that if any applicable administrative agent or collateral agent takes any action inconsistent with any such Consenting Stakeholder’s obligations under this Agreement, such Consenting Stakeholder shall use commercially reasonable efforts to cause such administrative agent or collateral agent to cease and refrain from taking such actions; and
(viiiv) negotiate in good faith and use commercially reasonable efforts to execute and implement the Definitive Documents that are consistent with this Agreement Agreement, including, with respect to which it is required to be a partythe Consenting Physician-Owned Entities and the Consenting Non-Debtor Hospital Partner Entities, the New Debt Facilities Guarantees.
(b) During the Agreement Effective Period, each Consenting Stakeholder (agrees, severally and not jointly) agrees jointly and severally, in respect of itself and all of its Company Claims/Interests pursuant to this Agreement Interests, that it shall not not, other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement, directly or indirectly:
(i) object to, delay, impede, or take any other action in a manner inconsistent with this Agreement that is reasonably likely to interfere with acceptance, implementation, or consummation of the Prepackaged Plan or the Restructuring Transactions;
(ii) either itself or through any representatives or agents (x) except with the prior written consent of the Company Parties or as provided in Section 6.01(j), solicit, initiate, encourage (including by furnishing information), induce, negotiate, facilitate, continue, or respond to any Alternative Restructuring Proposals from or with any Entity or (y) propose, file, support, consent to, seek formal or informal credit committee approval of, or vote for any Alternative Restructuring Proposal (and shall immediately inform the Company Parties and the other Consenting Stakeholders of any notification of an Alternative Restructuring Proposal); provided, however, that nothing contained in this Agreement shall prohibit the Term Loan/PGN Group, the Term Loan/PGN Group Representatives, the 2021 Noteholder Group, and the 2021 Noteholder Group Representatives from taking any action otherwise prohibited by Section 4.01(b)(ii)(x);
(iii) seek to modify the Definitive Documents, in whole or in part, in a manner inconsistent with this Agreement and the Prepackaged Plan;
(iv) propose, support, or file, or direct any Agent/Trustee to propose, support, or file any motion, pleading, or other document with the Bankruptcy Court or any other court seeking entry of an order authorizing, indirectly or directly, any use of Cash Collateral or debtor-in-possession financing other than as proposed in this Agreement or the DIP Orders;
(v) file any motion, pleading, or other document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not materially consistent with this Agreement and the Prepackaged Plan;
(vi) initiate, or have initiated on its behalf, any litigation or proceeding that is inconsistent of any kind with respect to the Chapter 11 Cases, this Agreement Agreement, the Prepackaged Plan, or the Restructuring Transactions contemplated herein against the Company Parties or the other Parties; andParties other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement;
(ivvii) directly exercise, or indirectly direct any other person to exercise, any right or remedy for the enforcement, collection, or recovery of any Claims against or Interests in the Company Parties;
(viii) terminate the Prepetition Swap Agreement; or
(ix) object to, delay, impede, or take any other action to interfere with the Company Parties’ ownership and possession of their assets, wherever located (including interfering with located, or seek to modify or lift the automatic stay arising under section 362 of the Bankruptcy Code) that is required to implement this Agreement; provided, however, that nothing in this Agreement shall limit the right of any Party to exercise any right or remedy provided under a Financing Order, the Confirmation Order, or any other Definitive Document.
Appears in 1 contract
General Commitments, Forbearances, and Waivers. (a) During Except as set forth in Section 5 of this Agreement, during the Agreement Effective Period, each Consenting Stakeholder (severally and not jointly) agrees agrees, in respect of all of its Company Claims/Interests pursuant to this Agreement Interests, to:
(i) support the Restructuring Transactions Transactions, vote, and timely vote and reasonably exercise any powers or rights available to it (including in any board, shareholders’, or creditors’ meeting or in any process requiring voting or approval to which they are legally entitled to participate) ), in each case in favor of any matter requiring approval to the extent necessary to implement the Restructuring Transactions;
(ii) use commercially reasonable efforts to cooperate with and assist the Company Parties in obtaining additional support for the Restructuring Transactions from the Company Parties’ other stakeholdersstakeholders and use commercially reasonable efforts to obtain additional support for the Restructuring Transactions from other holders of Credit Facility Claims and Senior Note Claims;
(iii) consult and coordinate negotiate in good faith with and use commercially reasonable efforts to execute and deliver any appropriate additional or alternative provisions or agreements to address any legal, financial, or structural impediment that may arise that would prevent, hinder, impede, delay, or are necessary to effectuate the Company Parties and their representatives or agents regarding consummation of, the evaluation and consideration of any Alternative Restructuring Proposal that such Consenting Stakeholder may be involved in pursuant to the terms of this AgreementTransactions;
(iv) solely with respect to the Term Loan/PGN Group and the Term Loan/PGN Group Representatives, (A) consult and coordinate negotiate in good faith and use commercially reasonable efforts to execute and implement the Definitive Documents that are consistent with the Company Parties regarding any process this Agreement and to solicit, initiate, encourage, induce, negotiate, facilitate, continue, develop, or respond to any Alternative Restructuring Proposals (including with respect to the Company Parties’ involvement and participation in such activities); (ii) promptly share any Alternative Restructuring Proposal that the Term Loan/PGN Group Representatives receive with the Company Parties unless the proponent of such Alternative Restructuring Proposal requires that such Alternative Restructuring Proposal not be shared with the Company Parties; and (iii) participate in no less than weekly (and more frequently if the Company Parties determine which it is appropriate) calls with the Company Parties regarding the status and progress of the Term Loan/PGN Group’s efforts with respect required to the development of any Alternative Restructuring Proposalsbe a party;
(v) solely with respect take commercially reasonable efforts to the 2021 Noteholder Group and the 2021 Noteholder Group Representatives, (A) consult and coordinate negotiate in good faith regarding, as soon as reasonably practicable after the date hereof (and in any case, in compliance with the Company Parties regarding any process applicable PSA Milestones), the Plan and all Plan Documents that are necessary to solicit, initiate, encourage, induce, negotiate, facilitate, continue, develop, or respond to any Alternative consummate the Restructuring Proposals (including with respect to the Company Parties’ involvement and participation in such activities); (ii) promptly share any Alternative Restructuring Proposal that the 2021 Noteholder Group Representatives receive with the Company Parties unless the proponent of such Alternative Restructuring Proposal requires that such Alternative Restructuring Proposal not be shared with the Company Parties; and (iii) participate in no less than weekly (and more frequently if the Company Parties determine it is appropriate) calls with the Company Parties regarding the status and progress of the 2021 Noteholder Group’s efforts with respect to the development of any Alternative Restructuring ProposalsTransactions;
(vi) refrain use commercially reasonable efforts to oppose any party or person from taking any action whatsoever, except as set forth actions contemplated in Section 4.02(b) of this Section 4.01(a)(vi), with respect to the Texas Litigation during the Agreement Effective Period; provided, however, that to the extent any deadline, order, or proceeding requires any party to take any action in the Texas Litigation during the Agreement Effective Period, (x) the Company Parties and the Consenting Senior Creditors each hereby agree to immediately seek an extension of such deadline, order, or proceeding; (y) the Consenting Senior Creditors may file motions to xxxxx and/or stay the Texas Litigation, which motions shall not be opposed by the Company Parties; and (z) solely to the extent such deadline, order, or proceeding has not been extended or stayed or the applicable proceeding has not been abated or stayed, the Consenting Senior Creditors may take any action necessary to preserve and protect their rights in such proceeding.Agreement;
(vii) give any notice, order, instruction, or direction to the applicable Agents/Trustees necessary to give effect to the Restructuring Transactions; and
(viii) as applicable, negotiate in good faith and use commercially reasonable efforts to execute and implement with the Definitive Documents that Company Parties regarding which agreements, Executory Contracts or Unexpired Leases are consistent with this Agreement to which it is required to be a partyMaterial Agreements or Material Executory Contracts or Unexpired Leases.
(b) During Except as set forth in Section 5 of this Agreement, during the Agreement Effective Period, each Consenting Stakeholder (severally and not jointly) agrees agrees, in respect of all of its Company Claims/Interests pursuant to this Agreement that it shall not directly or indirectly:
(i) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions;
(ii) either itself or through any representatives or agents (x) except with the prior written consent of the Company Parties or as provided in Section 6.01(j), solicit, initiate, encourage (including by furnishing information), induce, negotiate, facilitate, continue, or respond to any Alternative Restructuring Proposals from or with any Entity or (y) propose, file, support, consent to, seek formal or informal credit committee approval of, or vote for any Alternative Restructuring Proposal (and shall immediately inform the Company Parties and the other Consenting Stakeholders of any notification of an Alternative Restructuring Proposal); provided, however, that nothing contained in this Agreement shall prohibit the Term Loan/PGN Group, the Term Loan/PGN Group Representatives, the 2021 Noteholder Group, and the 2021 Noteholder Group Representatives from taking any action otherwise prohibited by Section 4.01(b)(ii)(x);
(iii) file any motion, pleading, or other document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not materially consistent with this Agreement or the Plan;
(iv) initiate, or have initiated on its behalf, any litigation or proceeding that is inconsistent of any kind with respect to the Chapter 11 Cases, this Agreement Agreement, or the other Restructuring Transactions contemplated herein against the Company Parties or the other Parties; andParties other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement;
(ivv) directly exercise, or indirectly direct any other person to exercise, any right or remedy for the enforcement, collection, or recovery of any Claims against or interests in the Company Parties including rights or remedies arising from or asserting or bringing any Claims under or with respect to the Credit Facility or the Senior Notes that are inconsistent with this Agreement or the Definitive Documents;
(vi) object to, delay, impede, or take any other action to interfere with the Company Parties’ ownership and possession of their assets, wherever located (including interfering located, or interfere with the automatic stay arising under section 362 of the Bankruptcy CodeCode unless otherwise permitted under the Definitive Documents; or
(vii) object to, delay, or impede (A) the payment of reasonable and documented fees and expenses incurred under any engagement letters for any professional advisors to the Company Parties to the extent that is required copies of such engagement letters have been provided to implement this Agreement; providedthe Consenting Stakeholders at least seven (7) days prior to the Agreement Effective Date and have not thereafter been modified (such engagement letters, however, that nothing in this Agreement shall limit the right “Disclosed Letters”) or (B) orders of the Bankruptcy Court approving and authorizing (1) the retention of any Party to exercise any right or remedy provided such advisors by the Company Parties in accordance with the Disclosed Letters and (2) the payment of reasonable and documented fees and expenses incurred under a Financing Order, the Confirmation Order, or any other Definitive DocumentDisclosed Letters.
Appears in 1 contract
Samples: Plan Support Agreement (Vanguard Natural Resources, Inc.)
General Commitments, Forbearances, and Waivers. (a) During the Agreement Effective Period, each Consenting Stakeholder (severally and not jointly) agrees in respect of all of its Company Claims/Interests pursuant to this Agreement to:
(i) support the Restructuring Transactions and timely vote and exercise any powers or rights available to it (including in any board, shareholders’, or creditors’ meeting or in any process requiring voting or approval to which they are legally entitled to participate) in each case in favor of any matter requiring approval to the extent necessary to implement the Restructuring Transactions;
(ii) use commercially reasonable efforts to cooperate with and assist the Company Parties in obtaining additional support for the Restructuring Transactions from the Company Parties’ other stakeholders;
(iii) consult and coordinate in good faith with the Company Parties and their representatives or agents regarding the evaluation and consideration of any Alternative Restructuring Proposal that such Consenting Stakeholder may be involved in pursuant to the terms of this Agreement;
(iv) solely with respect to the Term Loan/PGN Group and the Term Loan/PGN Group Representatives, (A) consult and coordinate in good faith with the Company Parties regarding any process to solicit, initiate, encourage, induce, negotiate, facilitate, continue, develop, or respond to any Alternative Restructuring Proposals (including with respect to the Company Parties’ involvement and participation in such activities); (ii) promptly share any Alternative Restructuring Proposal that the Term Loan/PGN Group Representatives receive with the Company Parties unless the proponent of such Alternative Restructuring Proposal requires that such Alternative Restructuring Proposal not be shared with the Company Parties; and (iii) participate in no less than weekly (and more frequently if the Company Parties determine it is appropriate) calls with the Company Parties regarding the status and progress of the Term Loan/PGN Group’s efforts with respect to the development of any Alternative Restructuring Proposals;
(v) solely with respect to the 2021 Noteholder Group and the 2021 Noteholder Group Representatives, (A) consult and coordinate in good faith with the Company Parties regarding any process to solicit, initiate, encourage, induce, negotiate, facilitate, continue, develop, or respond to any Alternative Restructuring Proposals (including with respect to the Company Parties’ involvement and participation in such activities); (ii) promptly share any Alternative Restructuring Proposal that the 2021 Noteholder Group Representatives receive with the Company Parties unless the proponent of such Alternative Restructuring Proposal requires that such Alternative Restructuring Proposal not be shared with the Company Parties; and (iii) participate in no less than weekly (and more frequently if the Company Parties determine it is appropriate) calls with the Company Parties regarding the status and progress of the 2021 Noteholder Group’s efforts with respect to the development of any Alternative Restructuring Proposals;
(vi) refrain from taking any action whatsoever, except as set forth in this Section 4.01(a)(vi), with respect to the Texas Litigation during the Agreement Effective Period; provided, however, that to the extent any deadline, order, or proceeding requires any party to take any action in the Texas Litigation during the Agreement Effective Period, (x) the Company Parties and the Consenting Senior Creditors each hereby agree to immediately seek an extension of such deadline, order, or proceeding; (y) the Consenting Senior Creditors may file motions to xxxxx and/or stay the Texas Litigation, which motions shall not be opposed by the Company Parties; and (z) solely to the extent such deadline, order, or proceeding has not been extended or stayed or the applicable proceeding has not been abated or stayed, the Consenting Senior Creditors may take any action necessary to preserve and protect their rights in such proceeding.
(vii) give any notice, order, instruction, or direction to the applicable Agents/Trustees necessary to give effect to the Restructuring Transactions; and
(viiivi) negotiate in good faith and use commercially reasonable efforts to execute and implement the Definitive Documents that are consistent with this Agreement to which it is required to be a party.
(b) During the Agreement Effective Period, each Consenting Stakeholder (severally and not jointly) agrees in respect of all of its Company Claims/Interests pursuant to this Agreement that it shall not directly or indirectly:
(i) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions;
(ii) either itself or through any representatives or agents (x) except with the prior written consent of the Company Parties or as provided in Section 6.01(j), solicit, initiate, encourage (including by furnishing information), induce, negotiate, facilitate, continue, or respond to any Alternative Restructuring Proposals from or with any Entity or (y) propose, file, support, consent to, seek formal or informal credit committee approval of, or vote for any Alternative Restructuring Proposal (and shall immediately inform the Company Parties and the other Consenting Stakeholders of any notification of an Alternative Restructuring Proposal); provided, however, that nothing contained in this Agreement shall prohibit the Term Loan/PGN Group, Group and the Term Loan/PGN Group Representatives, the 2021 Noteholder Group, and the 2021 Noteholder Group Representatives from taking any action otherwise prohibited by Section 4.01(b)(ii)(x);
(iii) initiate, or have initiated on its behalf, any litigation or proceeding that is inconsistent with this Agreement against the Company Parties or the other Parties; and
(iv) directly or indirectly object to, delay, impede, or take any other action to interfere with the Company Parties’ ownership and possession of their assets, wherever located (including interfering with the automatic stay arising under section 362 of the Bankruptcy Code) that is required to implement this Agreement; provided, however, that nothing in this Agreement shall limit the right of any Party to exercise any right or remedy provided under a Financing Order, the Confirmation Order, or any other Definitive Document.
Appears in 1 contract
Samples: Restructuring Support Agreement (iHeartMedia, Inc.)
General Commitments, Forbearances, and Waivers. (a) During the Agreement Effective Period, each Consenting Stakeholder (severally and not jointly) agrees in respect of all of its Company Claims/Interests pursuant to this Agreement to:
(i) support the Restructuring Transactions and timely vote and exercise any powers or rights available to it (including in any board, shareholders’, or creditors’ meeting or in any process requiring voting or approval to which they are legally entitled to participate) in each case in favor of any matter requiring approval to the extent necessary to implement the Restructuring Transactions;
(ii) use commercially reasonable efforts to cooperate with and assist the Company Parties in obtaining additional support for the Restructuring Transactions from the Company Parties’ other stakeholders;
(iii) consult and coordinate in good faith with the Company Parties and their representatives or agents regarding the evaluation and consideration of any Alternative Restructuring Proposal that such Consenting Stakeholder may be involved in pursuant to the terms of this Agreement;
(iv) solely with respect to the Term Loan/PGN Group and the Term Loan/PGN Group Representatives, (A) consult and coordinate in good faith with the Company Parties regarding any process to solicit, initiate, encourage, induce, negotiate, facilitate, continue, develop, or respond to any Alternative Restructuring Proposals (including with respect to the Company Parties’ involvement and participation in such activities); (ii) promptly share any Alternative Restructuring Proposal that the Term Loan/PGN Group Representatives receive with the Company Parties unless the proponent of such Alternative Restructuring Proposal requires that such Alternative Restructuring Proposal not be shared with the Company Parties; and (iii) participate in no less than weekly (and more frequently if the Company Parties determine it is appropriate) calls with the Company Parties regarding the status and progress of the Term Loan/PGN Group’s efforts with respect to the development of any Alternative Restructuring Proposals;
(v) solely with respect to the 2021 Noteholder Group and the 2021 Noteholder Group Representatives, (A) consult and coordinate in good faith with the Company Parties regarding any process to solicit, initiate, encourage, induce, negotiate, facilitate, continue, develop, or respond to any Alternative Restructuring Proposals (including with respect to the Company Parties’ involvement and participation in such activities); (ii) promptly share any Alternative Restructuring Proposal that the 2021 Noteholder Group Representatives receive with the Company Parties unless the proponent of such Alternative Restructuring Proposal requires that such Alternative Restructuring Proposal not be shared with the Company Parties; and (iii) participate in no less than weekly (and more frequently if the Company Parties determine it is appropriate) calls with the Company Parties regarding the status and progress of the 2021 Noteholder Group’s efforts with respect to the development of any Alternative Restructuring Proposals;
(vi) refrain from taking any action whatsoever, except as set forth in this Section 4.01(a)(vi), with respect to the Texas Litigation during the Agreement Effective Period; provided, however, that to the extent any deadline, order, or proceeding requires any party to take any action in the Texas Litigation during the Agreement Effective Period, (x) the Company Parties and the Consenting Senior Creditors each hereby agree to immediately seek an extension of such deadline, order, or proceeding; (y) provided, further, that the Consenting Senior Creditors may file motions to xxxxx and/or stay the Texas Litigation, which motions shall not be opposed by the Company Parties; and (z) solely to the extent such deadline, order, or proceeding has not been extended or stayed or the applicable proceeding has not been abated or stayed, the Consenting Senior Creditors may take any action necessary to preserve and protect their rights in such proceeding.
(vii) give any notice, order, instruction, or direction to the applicable Agents/Trustees necessary to give effect to the Restructuring Transactions; and
(viii) negotiate in good faith and use commercially reasonable efforts to execute and implement the Definitive Documents that are consistent with this Agreement to which it is required to be a party.
(b) During the Agreement Effective Period, each Consenting Stakeholder (severally and not jointly) agrees in respect of all of its Company Claims/Interests pursuant to this Agreement that it shall not directly or indirectly:
(i) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions;
(ii) either itself or through any representatives or agents (x) except with the prior written consent of the Company Parties or as provided in Section 6.01(j), solicit, initiate, encourage (including by furnishing information), induce, negotiate, facilitate, continue, or respond to any Alternative Restructuring Proposals from or with any Entity or (y) propose, file, support, consent to, seek formal or informal credit committee approval of, or vote for any Alternative Restructuring Proposal (and shall immediately inform the Company Parties and the other Consenting Stakeholders of any notification of an Alternative Restructuring Proposal); provided, however, that nothing contained in this Agreement shall prohibit the Term Loan/PGN Group, the Term Loan/PGN Group Representatives, the 2021 Noteholder Group, and the 2021 Noteholder Group Representatives from taking any action otherwise prohibited by Section 4.01(b)(ii)(x);
(iii) initiate, or have initiated on its behalf, any litigation or proceeding that is inconsistent with this Agreement against the Company Parties or the other Parties; and
(iv) directly or indirectly object to, delay, impede, or take any other action to interfere with the Company Parties’ ownership and possession of their assets, wherever located (including interfering with the automatic stay arising under section 362 of the Bankruptcy Code) that is required to implement this Agreement; provided, however, that nothing in this Agreement shall limit the right of any Party to exercise any right or remedy provided under a Financing Order, the Confirmation Order, or any other Definitive Document.
Appears in 1 contract
Samples: Restructuring Support Agreement (iHeartMedia, Inc.)
General Commitments, Forbearances, and Waivers. (a) During the Agreement Effective Period, each Consenting Stakeholder (severally and not jointly) agrees in respect of all of its Company Claims/Interests pursuant to this Agreement to:
(i) support the Restructuring Transactions and timely vote and exercise any powers or rights available to it (including in any board, shareholders’, or creditors’ meeting or in any process requiring voting or approval to which they are legally entitled to participate) in each case in favor of any matter requiring approval to the extent necessary to implement the Restructuring Transactions;
(ii) use commercially reasonable efforts to cooperate with and assist the Company Parties Debtors in obtaining additional support for the Restructuring Transactions from the Company PartiesDebtors’ other stakeholders;
(iii) consult and coordinate in good faith with the Company Parties and their representatives or agents regarding the evaluation and consideration of any Alternative Restructuring Proposal that such Consenting Stakeholder may be involved in pursuant use commercially reasonably efforts to the terms of this Agreement;
(iv) solely with respect to the Term Loan/PGN Group and the Term Loan/PGN Group Representatives, (A) consult and coordinate in good faith with the Company Parties regarding any process to solicit, initiate, encourage, induce, negotiate, facilitate, continue, develop, or respond to any Alternative Restructuring Proposals (including with respect to the Company Parties’ involvement and participation in such activities); (ii) promptly share any Alternative Restructuring Proposal that the Term Loan/PGN Group Representatives receive with the Company Parties unless the proponent of such Alternative Restructuring Proposal requires that such Alternative Restructuring Proposal not be shared with the Company Parties; and (iii) participate in no less than weekly (and more frequently if the Company Parties determine it is appropriate) calls with the Company Parties regarding the status and progress of the Term Loan/PGN Group’s efforts with respect to the development of any Alternative Restructuring Proposals;
(v) solely with respect to the 2021 Noteholder Group and the 2021 Noteholder Group Representatives, (A) consult and coordinate in good faith with the Company Parties regarding any process to solicit, initiate, encourage, induce, negotiate, facilitate, continue, develop, or respond to any Alternative Restructuring Proposals (including with respect to the Company Parties’ involvement and participation in such activities); (ii) promptly share any Alternative Restructuring Proposal that the 2021 Noteholder Group Representatives receive with the Company Parties unless the proponent of such Alternative Restructuring Proposal requires that such Alternative Restructuring Proposal not be shared with the Company Parties; and (iii) participate in no less than weekly (and more frequently if the Company Parties determine it is appropriate) calls with the Company Parties regarding the status and progress of the 2021 Noteholder Group’s efforts with respect to the development of any Alternative Restructuring Proposals;
(vi) refrain from taking any action whatsoever, except as set forth in this Section 4.01(a)(vi), with respect to the Texas Litigation during the Agreement Effective Period; provided, however, that to the extent any deadline, order, or proceeding requires any party to take any action in the Texas Litigation during the Agreement Effective Period, (x) the Company Parties and the Consenting Senior Creditors each hereby agree to immediately seek an extension of such deadline, order, or proceeding; (y) the Consenting Senior Creditors may file motions to xxxxx and/or stay the Texas Litigation, which motions shall not be opposed by the Company Parties; and (z) solely to the extent such deadline, order, or proceeding has not been extended or stayed or the applicable proceeding has not been abated or stayed, the Consenting Senior Creditors may take any action necessary to preserve and protect their rights in such proceeding.
(vii) give any notice, order, instruction, or direction to the applicable Agents/Trustees necessary to give effect to the Restructuring Transactions; and
(viiiiv) negotiate in good faith and use commercially reasonable efforts to execute and implement the Definitive Documents that are consistent with this Agreement to which it is required to be a party.
(b) During the Agreement Effective Period, except as provided in this Agreement, each Consenting Stakeholder (severally and not jointly) agrees in respect of all of its Company Claims/Interests pursuant to this Agreement that it shall not directly or indirectly, and shall not direct any other person to:
(i) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions;
(ii) either itself or through any representatives or agents (x) except with the prior written consent of the Company Parties or as provided in Section 6.01(j), solicit, initiate, encourage (including by furnishing information), induce, negotiate, facilitate, continue, or respond to any Alternative Restructuring Proposals from or with any Entity or (y) propose, file, support, consent to, seek formal or informal credit committee approval of, or vote for any Alternative restructuring other than the Restructuring Proposal (and shall immediately inform the Company Parties and the other Consenting Stakeholders of any notification of an Alternative Restructuring Proposal); provided, however, that nothing contained in this Agreement shall prohibit the Term Loan/PGN Group, the Term Loan/PGN Group Representatives, the 2021 Noteholder Group, and the 2021 Noteholder Group Representatives from taking any action otherwise prohibited by Section 4.01(b)(ii)(x)Transactions;
(iii) initiatefile any motion, pleading, or have initiated on its behalfother document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, any litigation in whole or proceeding that in part, is materially inconsistent with this Agreement against the Company Parties or the other Parties; andPlan;
(iv) directly exercise any right or indirectly remedy for the enforcement, collection, or recovery of any of the Claims or Interests against the Debtors; or
(v) object to, delay, impede, or take any other action to interfere with the Company Parties’ Company’s ownership and possession of their its assets, wherever located (including interfering located, or interfere with the automatic stay arising under section 362 of the Bankruptcy Code) that is required to implement this Agreement; provided, however, that nothing in this Agreement shall limit the right of any Party to exercise any right or remedy provided under a Financing Order, the Confirmation Order, or any other Definitive Document.
Appears in 1 contract
Samples: Restructuring Support Agreement (WESTMORELAND COAL Co)
General Commitments, Forbearances, and Waivers. (a) During Subject to Section 6.01 below, during the Agreement Effective Period, each Consenting Stakeholder (agrees, severally and not jointly) agrees , in respect of all of its Company Claims/Interests pursuant to this Agreement Interests, to:
(i) support the Restructuring Transactions and timely vote and exercise any powers or rights available to it (including in any board, shareholders’, or creditors’ meeting or in any process requiring voting or approval to which they are legally entitled to participate) in each case in favor of any matter requiring approval to the extent reasonably necessary to implement the Restructuring TransactionsTransactions in accordance with this Agreement and the Definitive Documents, as applicable;
(ii) use commercially reasonable efforts to cooperate with and assist the Company Parties in obtaining additional support for the Restructuring Transactions from the Company Parties’ other stakeholders;
(iii) consult and coordinate in good faith with the Company Parties and their representatives or agents regarding the evaluation and consideration of any Alternative Restructuring Proposal that such Consenting Stakeholder may be involved in pursuant to the terms of this Agreement;
(iv) solely with respect to the Term Loan/PGN Group and the Term Loan/PGN Group Representatives, (A) consult and coordinate in good faith with the Company Parties regarding any process to solicit, initiate, encourage, induce, negotiate, facilitate, continue, develop, or respond to any Alternative Restructuring Proposals (including with respect to the Company Parties’ involvement and participation in such activities); (ii) promptly share any Alternative Restructuring Proposal that the Term Loan/PGN Group Representatives receive with the Company Parties unless the proponent of such Alternative Restructuring Proposal requires that such Alternative Restructuring Proposal not be shared with the Company Parties; and (iii) participate in no less than weekly (and more frequently if the Company Parties determine it is appropriate) calls with the Company Parties regarding the status and progress of the Term Loan/PGN Group’s efforts with respect to the development of any Alternative Restructuring Proposals;
(v) solely with respect to the 2021 Noteholder Group and the 2021 Noteholder Group Representatives, (A) consult and coordinate in good faith with the Company Parties regarding any process to solicit, initiate, encourage, induce, negotiate, facilitate, continue, develop, or respond to any Alternative Restructuring Proposals (including with respect to the Company Parties’ involvement and participation in such activities); (ii) promptly share any Alternative Restructuring Proposal that the 2021 Noteholder Group Representatives receive with the Company Parties unless the proponent of such Alternative Restructuring Proposal requires that such Alternative Restructuring Proposal not be shared with the Company Parties; and (iii) participate in no less than weekly (and more frequently if the Company Parties determine it is appropriate) calls with the Company Parties regarding the status and progress of the 2021 Noteholder Group’s efforts with respect to the development of any Alternative Restructuring Proposals;
(vi) refrain from taking any action whatsoever, except as set forth in this Section 4.01(a)(vi), with respect to the Texas Litigation during the Agreement Effective Period; provided, however, that to the extent any deadline, order, or proceeding requires any party to take any action in the Texas Litigation during the Agreement Effective Period, (x) the Company Parties and the Consenting Senior Creditors each hereby agree to immediately seek an extension of such deadline, order, or proceeding; (y) the Consenting Senior Creditors may file motions to xxxxx and/or stay the Texas Litigation, which motions shall not be opposed by the Company Parties; and (z) solely to the extent such deadline, order, or proceeding has not been extended or stayed or the applicable proceeding has not been abated or stayed, the Consenting Senior Creditors may take any action necessary to preserve and protect their rights in such proceeding.
(vii) give any notice, order, instruction, or direction to the applicable Agents/Trustees reasonably necessary to give effect to the Restructuring Transactions; and;
(viiiiii) negotiate in good faith and use commercially reasonable efforts to execute and implement the Definitive Documents that are consistent with this Agreement to which it is required to be a party;
(iv) negotiate in good faith and use commercially reasonable efforts to execute, deliver, and perform its obligations under any other agreements reasonably necessary or desirable to effectuate and consummate the Restructuring Transactions as contemplated by this Agreement; and
(v) acknowledge that the Respiratory Business Asset Sale Transaction, the Transaction Documents (as defined in the Respiratory Business Asset Purchase Agreement) and all rights of setoff of Ventec thereunder “ride through” the Chapter 11 Cases unimpaired and without further action required of Ventec.
(b) During Subject to Section 6.01 below, during the Agreement Effective Period, each Consenting Stakeholder (agrees, severally and not jointly) agrees , in respect of all of its Company Claims/Interests pursuant to this Agreement Interests, that it shall not directly or indirectly:
(i) object to, delay, impede, or take any other action to materially interfere with acceptance, implementation, or consummation of the Restructuring Transactions;
(ii) either itself or through any representatives or agents (x) except with the prior written consent of the Company Parties or as provided in Section 6.01(j)agents, solicit, initiate, encourage (including by furnishing information), induce, negotiate, facilitate, continuepropose, respond, File, support, or respond to vote for any Alternative Restructuring Proposals Proposal from or with any Entity or (y) propose, fileFile, support, consent to, seek formal or informal credit committee approval of, or vote for any Alternative Restructuring Proposal (and shall immediately inform the Company Parties and the other Consenting Stakeholders of any notification of an any Alternative Restructuring Proposal); provided, however, that nothing contained in this Agreement shall prohibit the Term Loan/PGN Group, the Term Loan/PGN Group Representatives, the 2021 Noteholder Group, and the 2021 Noteholder Group Representatives from taking any action otherwise prohibited by Section 4.01(b)(ii)(x);
(iii) File any motion, pleading, or other document with the Bankruptcy Court or any other court (including any modifications or amendments thereto) that, in whole or in part, is not materially consistent with this Agreement or the Plan;
(iv) initiate, or have initiated on its behalf, any litigation or proceeding that is inconsistent of any kind with respect to the Chapter 11 Cases, this Agreement Agreement, or the other Restructuring Transactions contemplated herein against the Company Parties or the other Parties; andParties other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement;
(ivv) directly exercise, or indirectly direct any other person to exercise, any right or remedy for the enforcement, collection, or recovery of any of Company Claims/Interests in a manner materially inconsistent with the terms of this Agreement;
(vi) object to, delay, impede, or take any other action to interfere with the Company Parties’ ownership and possession of their assets, wherever located (including interfering located, or interfere with the automatic stay arising under section 362 of the Bankruptcy Code; or
(vii) either itself or through any representatives or agents, allege or support any claim that is required to implement this any Transaction Documents (as defined in the Respiratory Business Asset Purchase Agreement; provided, however, that nothing in this Agreement shall limit the right of any Party to exercise any right or remedy provided under a Financing Order, the Confirmation Order, ) or any other Definitive Documentrights of setoff contained therein do not “ride through” the Chapter 11 Cases unimpaired and without further action required of Ventec.
Appears in 1 contract
General Commitments, Forbearances, and Waivers. (a) During the Agreement Effective Period, each Consenting Stakeholder (severally Creditor Party agrees, severally, and not jointly) agrees , in respect of all of its Company Claims/Interests pursuant to this Agreement Interests, to:
(i) support the Restructuring Transactions and timely vote all Company Claims/Interests owned or held by such Consenting Creditor Party and exercise any powers or rights available to it (including in any board, shareholders’, or creditors’ meeting or in any process requiring voting or approval to which they are legally entitled to participate) ), in each case in favor of any matter requiring approval to the extent necessary to implement the Restructuring Transactions; provided that no Consenting Creditor Party shall be obligated to waive (to the extent such Consenting Creditor Party has the power or right to waive) any condition to the consummation of any part of the Restructuring Transactions set forth in any Definitive Document;
(ii) use commercially reasonable efforts to cooperate with and assist the Company Parties in obtaining additional support for the Restructuring Transactions; provided that no Consenting Creditor Party shall be obligated to (A) waive (to the extent such Consenting Creditor Party has the power or right to waive) any condition to the consummation of any part of the Restructuring Transactions from set forth in any Definitive Document or (B) amend, modify or supplement any of the Definitive Documents (including any amendment, modification or supplement that provides for different treatment of any Company Parties’ other stakeholdersClaims/Interests than the treatment provided to such Company Claims/Interests in the Plan attached as Exhibit B hereto);
(iii) consult and coordinate in good faith with the Company Parties and their representatives or agents regarding the evaluation and consideration of any Alternative Restructuring Proposal that such Consenting Stakeholder may be involved in pursuant to the terms of this Agreement;
(iv) solely with respect to the Term Loan/PGN Group and the Term Loan/PGN Group Representatives, (A) consult and coordinate in good faith with the Company Parties regarding any process to solicit, initiate, encourage, induce, negotiate, facilitate, continue, develop, or respond to any Alternative Restructuring Proposals (including with respect to the Company Parties’ involvement and participation in such activities); (ii) promptly share any Alternative Restructuring Proposal that the Term Loan/PGN Group Representatives receive with the Company Parties unless the proponent of such Alternative Restructuring Proposal requires that such Alternative Restructuring Proposal not be shared with the Company Parties; and (iii) participate in no less than weekly (and more frequently if the Company Parties determine it is appropriate) calls with the Company Parties regarding the status and progress of the Term Loan/PGN Group’s efforts with respect to the development of any Alternative Restructuring Proposals;
(v) solely with respect to the 2021 Noteholder Group and the 2021 Noteholder Group Representatives, (A) consult and coordinate in good faith with the Company Parties regarding any process to solicit, initiate, encourage, induce, negotiate, facilitate, continue, develop, or respond to any Alternative Restructuring Proposals (including with respect to the Company Parties’ involvement and participation in such activities); (ii) promptly share any Alternative Restructuring Proposal that the 2021 Noteholder Group Representatives receive with the Company Parties unless the proponent of such Alternative Restructuring Proposal requires that such Alternative Restructuring Proposal not be shared with the Company Parties; and (iii) participate in no less than weekly (and more frequently if the Company Parties determine it is appropriate) calls with the Company Parties regarding the status and progress of the 2021 Noteholder Group’s efforts with respect to the development of any Alternative Restructuring Proposals;
(vi) refrain from taking any action whatsoever, except as set forth in this Section 4.01(a)(vi), with respect to the Texas Litigation during the Agreement Effective Period; provided, however, that to the extent any deadline, order, or proceeding requires any party to take any action in the Texas Litigation during the Agreement Effective Period, (x) the Company Parties and the Consenting Senior Creditors each hereby agree to immediately seek an extension of such deadline, order, or proceeding; (y) the Consenting Senior Creditors may file motions to xxxxx and/or stay the Texas Litigation, which motions shall not be opposed by the Company Parties; and (z) solely to the extent such deadline, order, or proceeding has not been extended or stayed or the applicable proceeding has not been abated or stayed, the Consenting Senior Creditors may take any action necessary to preserve and protect their rights in such proceeding.
(vii) give any notice, order, instruction, or direction to the applicable Agents/Trustees Agent necessary to give effect to the Restructuring Transactions; provided, that such Consenting Creditor Party shall not be required to provide such Agent or any other Person with any indemnities or similar undertakings in connection with taking any such action; and
(viiiiv) negotiate in good faith and use commercially reasonable efforts to execute and implement deliver the Definitive Documents that are consistent with this Agreement to which it is required to such Consenting Creditor Party will be a party.
(b) During the Agreement Effective Period, each Consenting Stakeholder (severally Creditor Party agrees, severally, and not jointly) agrees , in respect of all of its Company Claims/Interests pursuant to this Agreement Interests, that it shall not directly or indirectly:
(i) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions;
(ii) either itself or through any representatives or agents (x) except with the prior written consent of the Company Parties or as provided in Section 6.01(j), solicit, initiate, encourage (including by furnishing information), induce, negotiate, facilitate, continue, or respond to any Alternative Restructuring Proposals from or with any Entity or (y) propose, file, support, consent to, seek formal or informal credit committee approval of, support or vote for any Alternative Restructuring Proposal (and shall immediately inform the Company Parties and the other Consenting Stakeholders of any notification of an Alternative Restructuring Proposal); provided, however, that nothing contained in this Agreement shall prohibit the Term Loan/PGN Group, the Term Loan/PGN Group Representatives, the 2021 Noteholder Group, and the 2021 Noteholder Group Representatives from taking any action otherwise prohibited by Section 4.01(b)(ii)(x)Restructuring;
(iii) file any motion, pleading, or other document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not consistent in all material respects with this Agreement or the Plan;
(iv) initiate, or have initiated on its behalf, any litigation or proceeding that is inconsistent of any kind with respect to the Chapter 11 Cases, this Agreement Agreement, or the other Restructuring Transactions contemplated herein against the Company Parties or the other Parties other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement;
(v) exercise, or direct any other Person to exercise, any right or remedy for the enforcement, collection, or recovery of any Claims against or Interests in the Company Parties; andor
(ivvi) directly or indirectly object to, delay, impede, or take any other action to interfere with the Company Parties’ ownership and possession of their assets, wherever located (including interfering located, or interfere with the automatic stay arising under section 362 of the Bankruptcy Code) that is required to implement this Agreement; provided, however, that nothing in this Agreement shall limit the right of any Party to exercise any right or remedy provided under a Financing Order, the Confirmation Order, or any other Definitive Document.
Appears in 1 contract
Samples: Restructuring Support Agreement (Ultra Petroleum Corp)
General Commitments, Forbearances, and Waivers. (a) During the Agreement Effective Period, each Consenting Stakeholder (severally and not jointly) agrees in respect of all of its Company Claims/Interests pursuant to this Agreement to:
(i) support the Restructuring Transactions and timely vote and exercise any powers or rights available to it (including in any board, shareholders’, or creditors’ meeting or in any process requiring voting or approval to which they are legally entitled to participate) in each case in favor of any matter requiring approval to the extent necessary to implement the Restructuring Transactions;
(ii) use commercially reasonable efforts to cooperate with and assist the Company Parties in obtaining additional support for the Restructuring Transactions from the Company Parties’ other stakeholders;
(iii) consult and coordinate in good faith with the Company Parties and their representatives or agents regarding the evaluation and consideration of any Alternative Restructuring Proposal that such Consenting Stakeholder may be involved in pursuant to the terms of this Agreement;
(iv) solely with respect to the Term Loan/PGN Group and the Term Loan/PGN Group Representatives, (A) consult and coordinate in good faith with the Company Parties regarding any process to solicit, initiate, encourage, induce, negotiate, facilitate, continue, develop, or respond to any Alternative Restructuring Proposals (including with respect to the Company Parties’ involvement and participation in such activities); (ii) promptly share any Alternative Restructuring Proposal that the Term Loan/PGN Group Representatives receive with the Company Parties unless the proponent of such Alternative Restructuring Proposal requires that such Alternative Restructuring Proposal not be shared with the Company Parties; and (iii) participate in no less than weekly (and more frequently if the Company Parties determine it is appropriate) calls with the Company Parties regarding the status and progress of the Term Loan/PGN Group’s efforts with respect to the development of any Alternative Restructuring Proposals;
(v) solely with respect to the 2021 Noteholder Group and the 2021 Noteholder Group Representatives, (A) consult and coordinate in good faith with the Company Parties regarding any process to solicit, initiate, encourage, induce, negotiate, facilitate, continue, develop, or respond to any Alternative Restructuring Proposals (including with respect to the Company Parties’ involvement and participation in such activities); (ii) promptly share any Alternative Restructuring Proposal that the 2021 Noteholder Group Representatives receive with the Company Parties unless the proponent of such Alternative Restructuring Proposal requires that such Alternative Restructuring Proposal not be shared with the Company Parties; and (iii) participate in no less than weekly (and more frequently if the Company Parties determine it is appropriate) calls with the Company Parties regarding the status and progress of the 2021 Noteholder Group’s efforts with respect to the development of any Alternative Restructuring Proposals;
(vi) refrain from taking any action whatsoever, except as set forth in this Section 4.01(a)(vi), with respect to the Texas Litigation during the Agreement Effective Period; provided, however, that to the extent any deadline, order, or proceeding requires any party to take any action in the Texas Litigation during the Agreement Effective Period, (x) the Company Parties and the Consenting Senior Creditors each hereby agree to immediately seek an extension of such deadline, order, or proceeding; (y) the Consenting Senior Creditors may file motions to xxxxx and/or stay the Texas Litigation, which motions shall not be opposed by the Company Parties; and (z) solely to the extent such deadline, order, or proceeding has not been extended or stayed or the applicable proceeding has not been abated or stayed, the Consenting Senior Creditors may take any action necessary to preserve and protect their rights in such proceeding.
(vii) give any notice, order, instruction, or direction to the applicable Agents/Trustees necessary to give effect to the Restructuring Transactions; and
(viiiv) negotiate in good faith and use commercially reasonable efforts to execute and implement the Definitive Documents that are consistent with this Agreement to which it is required to be a party.
(b) During the Agreement Effective Period, each Consenting Stakeholder (severally and not jointly) agrees in respect of all of its Company Claims/Interests pursuant to this Agreement that it shall not directly or indirectly:
(i) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions;
(ii) either itself or through any representatives or agents (x) except with the prior written consent of the Company Parties or as provided in Section 6.01(j), solicit, initiate, encourage (including by furnishing information), induce, negotiate, facilitate, continue, or respond to any Alternative Restructuring Proposals from or with any Entity or (y) propose, file, support, consent to, seek formal or informal credit committee approval of, or vote for any Alternative Restructuring Proposal (and shall immediately inform the Company Parties and the other Consenting Stakeholders of any notification of an Alternative Restructuring Proposal); provided, however, that nothing contained in this Agreement shall prohibit the Term Loan/PGN Group, the Term Loan/PGN Group Representatives, the 2021 Noteholder Group, and the 2021 Noteholder Group Representatives from taking any action otherwise prohibited by Section 4.01(b)(ii)(x);
(iii) initiate, or have initiated on its behalf, any litigation or proceeding that is inconsistent with this Agreement against the Company Parties or the other Parties; and
(iv) directly or indirectly object to, delay, impede, or take any other action to interfere with the Company Parties’ ownership and possession of their assets, wherever located (including interfering with the automatic stay arising under section 362 of the Bankruptcy Code) that is required to implement this Agreement; provided, however, that nothing in this Agreement shall limit the right of any Party to exercise any right or remedy provided under a Financing Order, the Confirmation Order, or any other Definitive Document.
Appears in 1 contract
Samples: Restructuring Support Agreement (iHeartMedia, Inc.)
General Commitments, Forbearances, and Waivers. (a) During the Agreement Effective Period, each Consenting Stakeholder (severally Party, on a several and not jointly) agrees joint basis, agrees, in respect of all of its Company Claims/Interests pursuant to this Agreement Interests, to:
(i) support use commercially reasonable efforts and timely take all commercially reasonable actions necessary to support, implement, and consummate the Restructuring Transactions; provided that no Consenting Party shall be obligated to waive (to the extent waivable by such Consenting Party) any condition to the consummation of any part of the Restructuring Transactions and timely vote and exercise set forth in any powers or rights available Definitive Document, including the conditions precedent to it the consummation of the Restructuring Transactions set forth in this Agreement (including in any board, shareholders’, or creditors’ meeting or in any process requiring voting or approval the section of the Restructuring Term Sheet entitled “Conditions Precedent to which they are legally entitled to participate) in each case in favor of any matter requiring approval the Plan Effective Date,” solely to the extent necessary such conditions precedent apply to implement the Restructuring Transactionssuch Consenting Party);
(ii) negotiate in good faith, execute, and use commercially reasonable efforts to implement the Definitive Documents;
(iii) use commercially reasonable efforts to cooperate with and assist the Company Parties in obtaining additional support for the Restructuring Transactions from the Company Parties’ other stakeholders; provided that no Consenting Party shall be obligated to amend, modify, or supplement any of the Definitive Documents to obtain such additional support (including any amendment, modification, or supplement that provides for different treatment of any Company Claims/Interests than the treatment provided to such Company Claims/Interests in the Restructuring Term Sheet);
(iiiiv) consult to the extent any legal or structural impediment arises that would prevent, hinder, or delay the consummation of the Restructuring Transactions, take all commercially reasonable actions necessary to address any such impediment, and coordinate to negotiate in good faith with the Company Parties and their representatives other Consenting Parties regarding reasonable and appropriate additional or agents regarding alternative provisions to address any such impediment; provided that notwithstanding this Section 6.01(a)(iv), no Consenting Party shall be obligated hereunder to take any action to address any such impediment to the evaluation and consideration of any Alternative Restructuring Proposal that extent such Consenting Stakeholder may action would otherwise be involved in pursuant to inconsistent with the terms of this Agreement;
(iv) solely with respect to the Term Loan/PGN Group Agreement and the Restructuring Term Loan/PGN Group Representatives, (A) consult and coordinate in good faith with the Company Parties regarding any process to solicit, initiate, encourage, induce, negotiate, facilitate, continue, develop, or respond to any Alternative Restructuring Proposals (including with respect to the Company Parties’ involvement and participation in such activities); (ii) promptly share any Alternative Restructuring Proposal that the Term Loan/PGN Group Representatives receive with the Company Parties unless the proponent of such Alternative Restructuring Proposal requires that such Alternative Restructuring Proposal not be shared with the Company Parties; and (iii) participate in no less than weekly (and more frequently if the Company Parties determine it is appropriate) calls with the Company Parties regarding the status and progress of the Term Loan/PGN Group’s efforts with respect to the development of any Alternative Restructuring ProposalsSheet;
(v) solely with respect to the 2021 Noteholder Group Strategic Investor and the 2021 Noteholder Group RepresentativesInitial DIP Commitment Parties, (A) consult and coordinate in good faith with respond as promptly as practicable under the Company Parties regarding circumstances to any process to solicitinquiries received from any Governmental Entity, initiate, encourage, induce, negotiate, facilitate, continue, developperson, or respond other authority enforcing applicable antitrust, competition, trade regulation or similar Laws for additional information or documentation in connection with antitrust, compensation, trade regulation or similar matters (collectively, “Antitrust Laws”) as applicable to the Restructuring Transactions; and use commercially reasonable efforts to address vacate, modify, reverse, suspend, prevent, eliminate or remove any inquiry, investigation, or action by a Governmental Entity, person, or other authority, pursuant to any Alternative Restructuring Proposals applicable Antitrust Laws the existence or outcome of which could reasonably result in an adverse impact to the entitlements of Strategic Investor or the Initial DIP Commitment Parties under this Agreement (including for the avoidance of doubt neither the Strategic Investor nor the Initial DIP Commitment Parties, as applicable will be obligated to propose or agree to accept any undertaking or condition, to enter into any consent decree, to make any divestiture, to accept any operational restriction, or take any other action that, in the reasonable judgment of Strategic Investor or the Initial DIP Commitment Parties, as applicable, could be expected to limit the right of Strategic Investor or the Initial DIP Commitment Parties, as applicable, with respect to the Company Parties’ involvement and participation in such activitiesits entitlements under this Agreement); (ii) promptly share any Alternative Restructuring Proposal that the 2021 Noteholder Group Representatives receive with the Company Parties unless the proponent of such Alternative Restructuring Proposal requires that such Alternative Restructuring Proposal not be shared with the Company Parties; and (iii) participate in no less than weekly (and more frequently if the Company Parties determine it is appropriate) calls with the Company Parties regarding the status and progress of the 2021 Noteholder Group’s efforts with respect to the development of any Alternative Restructuring Proposals;
(vi) refrain from taking any action whatsoever, except as set forth in this Section 4.01(a)(vi), with respect to the Texas Litigation during the Agreement Effective Period; providedConsenting Creditors, however, that to the extent any deadline, order, or proceeding requires any party to take any action in the Texas Litigation during the Agreement Effective Period, (x) the Company Parties and the Consenting Senior Creditors each hereby agree to immediately seek an extension of such deadline, order, or proceeding; (y) the Consenting Senior Creditors may file motions to xxxxx and/or stay the Texas Litigation, which motions shall not be opposed by the Company Parties; and (z) solely to the extent such deadline, order, or proceeding has not been extended or stayed or the applicable proceeding has not been abated or stayed, the Consenting Senior Creditors may take any action necessary to preserve and protect their rights in such proceeding.
(vii) give any notice, order, instruction, or direction to the applicable Agents/Trustees Agent or Notes Trustee necessary to give effect to the Restructuring Transactions; provided that no Consenting Creditors shall be required hereunder to provide such Agent, Notes Trustee, or any other Person with any indemnities or similar undertakings in connection with taking any such action or incur any fees or expenses in connection therewith;
(vii) with respect to the Consenting Creditors, give any notice, order, instruction, or direction to the applicable Agent or Notes Trustee necessary to waive the requirement that a Company Party or any Affiliate of any Company Party hold a public investor call under any Credit Agreement, any Notes Indenture, or any Finance Documents; and
(viii) negotiate with respect to the Consenting Creditors (to the extent such Consenting Creditors have applicable consent rights under the Cash Collateral Order and/or the DIP Order), approve, and not object to, the specific line items in good faith any budget (including any budget provided for under the Cash Collateral Order or the DIP Order) providing for the making of contractually required payments (as may be modified by agreement between the Company Parties and use commercially reasonable efforts the applicable Sports League subject to execute and implement the Definitive Documents that are consistent consent rights set forth herein) under their telecast rights agreements in accordance with the terms of this Agreement to which it is required to be a partyAgreement.
(b) During the Agreement Effective Period, each Consenting Stakeholder (severally Party, on a several and not jointly) agrees joint basis, agrees, in respect of all of its Company Claims/Interests pursuant to this Agreement Interests, that it shall not directly or indirectly:
(i) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring TransactionsTransactions in accordance with the terms of this Agreement;
(ii) either itself or through any representatives or agents (x) except with the prior written consent of the Company Parties or as provided in Section 6.01(j)seek, solicit, initiateencourage, encourage (including by furnishing information), induce, negotiate, facilitate, continue, or respond to any Alternative Restructuring Proposals from or with any Entity or (y) propose, file, support, consent to, seek formal or informal credit committee approval ofvote for, or vote for enter into or participate in any discussions, agreements, understandings, or other arrangements with any Person regarding, or pursue or consummate, any Alternative Restructuring Proposal (and shall immediately inform the Company Parties and the other Consenting Stakeholders of any notification of an Alternative Restructuring Proposal)Restructuring; provided, however, that nothing contained in this Agreement Section 6.01(b)(ii) shall prohibit prevent any of the Parties or their respective advisors from, subject in all respects to any confidentiality obligations owed to the Company Parties, discussing potential amendments, waivers, or modifications to the Restructuring Term Loan/PGN GroupSheet or Definitive Documentation with any other parties in interest or their respective advisors, subject to consultation with the Term Loan/PGN Group Representatives, the 2021 Noteholder Group, Company Parties and the 2021 Noteholder Group Representatives from taking any action otherwise prohibited by Section 4.01(b)(ii)(x)Required Consenting Parties or their respective advisors;
(iii) file any motion, pleading, agreement, instrument, order, form, or other document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not consistent with this Agreement or the Plan;
(iv) initiate, or have initiated on its behalf, any litigation or proceeding that is inconsistent of any kind with respect to the Chapter 11 Cases, this Agreement Agreement, or the Restructuring Transactions against the Company Parties or the other Parties; andParties other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement;
(ivv) directly or indirectly object to, delay, impede, or take any other action to interfere with the Company Parties’ ownership and possession of their assets, wherever located (including interfering located, or interfere with the automatic stay arising under section 362 of the Bankruptcy Code; and
(vi) that is required object to implement this Agreement; provided, however, that nothing in this Agreement shall limit any settlement of the right of any Party Xxxxxxxx-Related Litigations agreed to exercise any right or remedy provided under a Financing Order, by the Confirmation Order, or any other Definitive DocumentRequired DIP Commitment Parties and the Required Consenting First Lien Creditors.
Appears in 1 contract
Samples: Confidentiality Agreement
General Commitments, Forbearances, and Waivers. (a) During the Agreement Effective Period, subject to the terms and conditions hereof, each Consenting Stakeholder (severally and not jointly) agrees agrees, in respect of all of its Company Claims/Interests pursuant to this Agreement Interests, to:
(i) support the Restructuring Transactions and timely vote and exercise any powers or rights available to it (including in any board, shareholders’, or creditors’ meeting or in any process requiring voting or approval to which they are legally entitled to participate) in each case in favor of any matter requiring approval to the extent necessary to implement the Restructuring Transactions;
(ii) not, and not direct any other person to, exercise any right or remedy for the enforcement, collection, or recovery of any of the Company Claims/Interests other than in accordance with this Agreement and the Definitive Documents;
(iii) use commercially reasonable efforts to support the Company Parties’ efforts to obtain any and all required regulatory and/or third-party approvals for the Restructuring Transactions;
(iv) use commercially reasonable efforts to cooperate with and assist the Company Parties in obtaining additional support for the Restructuring Transactions from the Company Parties’ other stakeholders;
(iii) consult and coordinate in good faith with the Company Parties and their representatives or agents regarding the evaluation and consideration of any Alternative Restructuring Proposal that such Consenting Stakeholder may be involved in pursuant to the terms of this Agreement;
(iv) solely with respect to the Term Loan/PGN Group and the Term Loan/PGN Group Representatives, (A) consult and coordinate in good faith with the Company Parties regarding any process to solicit, initiate, encourage, induce, negotiate, facilitate, continue, develop, or respond to any Alternative Restructuring Proposals (including with respect to the Company Parties’ involvement and participation in such activities); (ii) promptly share any Alternative Restructuring Proposal that the Term Loan/PGN Group Representatives receive with the Company Parties unless the proponent of such Alternative Restructuring Proposal requires that such Alternative Restructuring Proposal not be shared with the Company Parties; and (iii) participate in no less than weekly (and more frequently if the Company Parties determine it is appropriate) calls with the Company Parties regarding the status and progress of the Term Loan/PGN Group’s efforts with respect to the development of any Alternative Restructuring Proposals;
(v) solely with respect use commercially reasonable efforts to the 2021 Noteholder Group and the 2021 Noteholder Group Representatives, (A) consult and coordinate oppose any party or person from taking any actions contemplated in good faith with the Company Parties regarding any process to solicit, initiate, encourage, induce, negotiate, facilitate, continue, develop, or respond to any Alternative Restructuring Proposals (including with respect to the Company Parties’ involvement and participation in such activitiesSection 5.02(b); (ii) promptly share any Alternative Restructuring Proposal that the 2021 Noteholder Group Representatives receive with the Company Parties unless the proponent of such Alternative Restructuring Proposal requires that such Alternative Restructuring Proposal not be shared with the Company Parties; and (iii) participate in no less than weekly (and more frequently if the Company Parties determine it is appropriate) calls with the Company Parties regarding the status and progress of the 2021 Noteholder Group’s efforts with respect to the development of any Alternative Restructuring Proposals;
(vi) refrain from taking any action whatsoever, except as set forth in this Section 4.01(a)(vi), with respect to the Texas Litigation during the Agreement Effective Period; provided, however, that to the extent any deadline, order, or proceeding requires any party to take any action in the Texas Litigation during the Agreement Effective Period, (x) the Company Parties and the Consenting Senior Creditors each hereby agree to immediately seek an extension of such deadline, order, or proceeding; (y) the Consenting Senior Creditors may file motions to xxxxx and/or stay the Texas Litigation, which motions shall not be opposed by the Company Parties; and (z) solely to the extent such deadline, order, or proceeding has not been extended or stayed or the applicable proceeding has not been abated or stayed, the Consenting Senior Creditors may take any action necessary to preserve and protect their rights in such proceeding.
(vii) give any notice, order, instruction, or direction to the applicable Agents/Trustees Agent necessary to give effect to the Restructuring Transactions; and;
(viiivii) subject to the consent rights provided hereunder, negotiate in good faith and use commercially reasonable efforts to execute execute, deliver, and implement the Definitive Documents and any other necessary agreements that are consistent with this Agreement to which it is required to be a partyparty in a timely manner to effectuate and consummate the Restructuring Transactions as contemplated by this Agreement; and
(viii) with respect to the Consenting Second Lien Term Lenders and the interest payment due on April 24, 2023 pursuant to the Second Lien Term Loan Agreement, extend the five business day grace period provided in Section 8.1(c) of the Second Lien Term Loan Agreement to 10 business days.
(b) During the Agreement Effective Period, each Consenting Stakeholder (severally agrees, subject to the terms and not jointly) agrees conditions hereof, in respect of all of its Company Claims/Interests pursuant to this Agreement Interests, that it shall not directly or indirectly:
(i) object to, delay, impede, or take any other action action, directly or indirectly, that is reasonably likely to interfere with with, delay, or impede the acceptance, implementation, or consummation of the Restructuring Transactions;
(ii) either itself or through any representatives or agents (x) except with the prior written consent of the Company Parties or as provided in Section 6.01(j), solicit, initiate, encourage (including by furnishing information), induce, negotiate, facilitate, continue, or respond to any Alternative Restructuring Proposals from or with any Entity or (y) propose, file, support, consent to, seek formal or informal credit committee approval of, or vote for any Alternative Restructuring Proposal (and shall immediately inform the Company Parties and the other Consenting Stakeholders of any notification of an Alternative Restructuring Proposal); provided, however, that nothing contained in this Agreement shall prohibit the Term Loan/PGN Group, the Term Loan/PGN Group Representatives, the 2021 Noteholder Group, and the 2021 Noteholder Group Representatives from taking any action otherwise prohibited by Section 4.01(b)(ii)(x);
(iii) execute or file any motion, pleading, agreement, instrument, order, form, or other document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not materially consistent with this Agreement or the Restructuring Transactions;
(iv) initiate, or have initiated on its behalf, any litigation or proceeding that is inconsistent of any kind with respect to the Chapter 11 Cases, this Agreement Agreement, or the other Restructuring Transactions contemplated herein against the Company Parties or the other Parties; andParties other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement;
(ivv) exercise, or direct any other person to exercise, any right or remedy for the enforcement, collection, or recovery of any Company Claims/Interests other than in accordance with this Agreement and the Definitive Documents;
(vi) oppose or object to the retention of, and compensation with respect to, the Company’s professionals in the Chapter 11 Cases (including the Debtors’ legal advisors, financial advisor, and investment banker) to the extent the Debtors are in compliance with the budget requirements set forth in the Cash Collateral Order;
(vii) exercise any right or remedy, directly or indirectly indirectly, for the enforcement, collection, or recovery of any of the First Lien Senior Secured Notes Claims or Second Lien Term Loan Claims against or Interests in the Company Parties, including in connection with any payment obligations of the Company Parties under the First Lien Indenture or Second Lien Term Loan that come due, if any, during the Agreement Effective Period;
(viii) object to, delay, impede, or take any other action to interfere with the Company Parties’ ownership and possession of their assets, wherever located (including interfering located, or interfere with the automatic stay arising under section 362 of the Bankruptcy Code;
(ix) object to any First Day Pleadings and “second day” pleadings consistent with this Agreement filed by the Debtors in furtherance of the Restructuring Transactions, including any motion seeking approval of entry of the Cash Collateral Order(s);
(x) announce publicly their intention to not support the Restructuring Transactions; or
(xi) take any action that is required to implement this Agreement; provided, however, that nothing inconsistent in this Agreement shall limit any material respect with the right of any Party to exercise any right or remedy provided under a Financing Order, the Confirmation Order, or any other Definitive DocumentRestructuring Transactions.
Appears in 1 contract
General Commitments, Forbearances, and Waivers. (a) During the Agreement Effective Period, subject to Section 4.04 of this Agreement, each Consenting Stakeholder (severally Creditor and Consenting Equity Holder, severally, and not jointly) , agrees in respect of itself and all of its Company Claims/Interests pursuant to this Agreement use commercially reasonable efforts to:
(i) support the Restructuring Transactions and timely the I Squared Infrastructure Sale and vote and exercise any powers or rights available to it (including in any board, shareholders’, or creditors’ meeting or in any process requiring voting or approval to which they are legally entitled to participate) ), in each case case, in favor of any matter requiring approval to the extent necessary to implement the Restructuring Transactionsand the I Squared Infrastructure Sale, to the extent consistent with this Agreement;
(ii) use commercially reasonable efforts to cooperate in good faith with and assist the Company Parties in obtaining additional support for the Restructuring Transactions and the I Squared Infrastructure Sale from the Company Parties’ other stakeholders, including any official committee appointed during the Chapter 11 Cases, and obtaining additional support for this Agreement within a period of ten (10) Business Days following the Agreement Effective Date;
(iii) consult validly and coordinate timely deliver, and not withdraw, the consents, proxies, signature pages, tenders, ballots, or other means of voting or participation in good faith with the Company Parties Restructuring (including causing its nominee or custodian, if applicable, on behalf of itself and their representatives the accounts, funds, or agents regarding the evaluation affiliates for which it is acting as investment advisor, sub-advisor, or manager to validly and consideration of any Alternative Restructuring Proposal that such Consenting Stakeholder may be involved in pursuant to the terms of this Agreement;
(ivtimely deliver and not withdraw) solely with respect to all of its Company Claims/Interests (which, for the Term Loan/PGN Group and the Term Loan/PGN Group Representativesavoidance of doubt, (A) consult and coordinate in good faith with the Company Parties regarding any process to solicit, initiate, encourage, induce, negotiate, facilitate, continue, develop, or respond to any Alternative Restructuring Proposals (including with respect to the Company Parties’ involvement and participation in such activities); (ii) promptly share any Alternative Restructuring Proposal that the Term Loan/PGN Group Representatives receive with the Company Parties unless the proponent of such Alternative Restructuring Proposal requires that such Alternative Restructuring Proposal not be shared with the Company Parties; and (iii) participate in no less than weekly (and more frequently if the Company Parties determine it is appropriate) calls with the Company Parties regarding the status and progress shall include all of the Priming Facility Claims, Revolving Claims, Term Loan/PGN Group’s efforts with respect to the development of any Alternative Restructuring Proposals;
Loan Claims, Hedging Claims, Senior Notes Claims, and Existing GTT Equity Interests (vin each case, if applicable, and outstanding) solely with respect to the 2021 Noteholder Group and the 2021 Noteholder Group Representatives, (A) consult and coordinate in good faith with the Company Parties regarding any process to solicit, initiate, encourage, induce, negotiate, facilitate, continue, develop, or respond to any Alternative Restructuring Proposals (including with respect to the Company Parties’ involvement and participation in such activities); (ii) promptly share any Alternative Restructuring Proposal that the 2021 Noteholder Group Representatives receive with the Company Parties unless the proponent of such Alternative Restructuring Proposal requires that such Alternative Restructuring Proposal not be shared with the Company Parties; and (iii) participate in no less than weekly (and more frequently if the Company Parties determine it is appropriate) calls with the Company Parties regarding the status and progress of the 2021 Noteholder Group’s efforts with respect to the development of any Alternative Restructuring Proposals;
(vi) refrain from taking any action whatsoever, except as set forth in this Section 4.01(a)(vi)such Consenting Stakeholder’s Holdings Confirmation, Transfer Agreement, or Joinder, as applicable, together with respect to the Texas Litigation any other Company/Claims Interests acquired during the Agreement Effective Period; provided, however, that to the extent any deadline, order, or proceeding requires any party to take any action in the Texas Litigation during the Agreement Effective Period, (x) the Company Parties and the Consenting Senior Creditors each hereby agree to immediately seek an extension of such deadline, order, or proceeding; (y) the Consenting Senior Creditors may file motions to xxxxx and/or stay the Texas Litigation, which motions shall not be opposed by the Company Parties; and (z) solely to the extent such deadline, order, or proceeding has not been extended or stayed or the applicable proceeding has not been abated or stayed, the Consenting Senior Creditors may take any action necessary to preserve and protect their rights in such proceeding.);
(viiiv) give any notice, order, instruction, or direction to the applicable Agents/Trustees Agent or Indenture Trustee necessary to give effect to the Restructuring Transactions; andand the I Squared Infrastructure Sale, in each case to the extent consistent with this Agreement and/or the Plan, including, but not limited to, to the extent applicable, entering into, amending, and/or extending the duration of the Credit Agreement Forbearance and Consent, Senior Noteholder Forbearance Agreement and the Foreign Obligor Forbearance Agreement to reflect any amendments or extensions of duration of the Outside Date or other Milestones under this Agreement;
(viiiv) negotiate in good faith and use commercially reasonable efforts to execute and implement implement, as applicable, the Definitive Documents that are consistent with this Agreement to which it is required to be a partyparty or for which its consent is required in a manner consistent with this Agreement;
(vi) cooperate and coordinate with the Company Parties to consummate the Restructuring and execute any ancillary document and give any notice, order, instruction or direction necessary and required by any Definitive Document, to support, facilitate, implement, consummate, or otherwise give effect to the Restructuring, using commercially reasonable efforts to obtain, or support the Company Parties in obtaining, as applicable, any federal, state, local, and foreign regulatory approvals that are necessary to consummate the Restructuring, including providing all information reasonably requested and required by the Company Parties in connection with the preparing and filing of any notices, filings and applications in connection with such approvals;
(vii) subject to the express terms and conditions of this Agreement, cooperate and coordinate with the Company Parties and I Squared, as necessary, to support and consummate the I Squared Infrastructure Sale in accordance with this Agreement (including the Milestones) and the I Squared Infrastructure Sale Agreement, including executing any document and giving any notice, order, instruction, or direction necessary to support, facilitate, implement, consummate, or otherwise give effect to the I Squared Infrastructure Sale;
(viii) support the Company in opposing any motion filed with the Bankruptcy Court by any Party seeking the entry of an order (A) directing the appointment of a trustee or examiner (with expanded powers beyond those set forth in sections 1106(a)(3) and (4) of the Bankruptcy Code, (B) converting the Chapter 11 Cases to cases under chapter 7 of the Bankruptcy Code, or (C) dismissing any of the Chapter 11 Cases;
(ix) negotiate in good faith to execute and deliver any appropriate additional or alternative provisions or agreements to address any legal or structural impediment that may arise that would prevent, hinder, impede, delay, or are necessary to effectuate the consummation of the Restructuring and the I Squared Infrastructure Sale;
(x) obtain any and all required governmental, regulatory, and/or third-party approvals for the Restructuring, including Antitrust/FDI Approval, the Governmental Approvals, and any and all approvals required of any other U.S. or foreign regulatory agencies (in each case, if and as required, or otherwise reasonably deemed advisable by the Company and the Required Consenting Creditors after good faith discussions, to the extent such approval is required to be obtained by such Consenting Creditor(s)), including, as applicable, (A) promptly commence any required regulatory approval processes, including (1) cooperate in the preparation, filing and prosecution of any required notices, filings and applications with any relevant Governmental Regulatory Authority or Antitrust/FDI Authority, including by providing the Company Advisors with advance copies of any such notices, filings, and applications within a reasonable amount of time to allow for the provision of comments and (2) oppose any petitions to deny or other pleadings or objections filed or any request, attempt, or offer to impose any such conditions or limitations on any approvals with respect to such notices and applications, (B) evaluate in cooperation and coordination with the Company Advisors, the path to approval by each jurisdiction, (C) where prior approval is not required, provide any required notifications to any applicable Governmental Regulatory Authority or Antitrust/FDI Authority with respect to the Restructuring, (D) promptly respond to any reasonable request by any Governmental Regulatory Authority or Antitrust/FDI Authority for any additional information, filing, documents, or other submissions, (E) take, or assist in the taking of, any and all commercially reasonable steps to obtain the required Governmental Approval or Antitrust/FDI Approvals without undue delay, and (F) provide the Company Advisors with regular progress reports with respect to regulatory approval processes, provided, that any agreements with or commitments to any applicable Governmental Regulatory Authority or Antitrust/FDI Authority, including any decision to accept and/or not to oppose any proposed material conditions or limitations on any such required approvals shall be subject to such conditions or limitations being commercially reasonable, applicable only to the Company’s business and not having or likely to have any adverse effect that would be material to the Consenting Creditors, and shall require the prior approval of the Company, not to be unreasonably withheld, conditioned, or delayed;
(xi) (A)(1) cooperate in the preparation, filing and prosecution of any FCC Applications (including the FCC Pro Forma Notices), and (2) oppose any petitions to deny or other pleadings or objections filed or any request, attempt, or offer to impose any such conditions or limitations on any approvals with respect to such FCC Applications, (B) evaluate in cooperation and coordination with the Company Advisors, the path to approval by each jurisdiction, (C) promptly respond to any reasonable request by the FCC for any additional information, filing, documents, or other submissions, and (D) take, or assist in the taking of, any and all commercially reasonable steps to obtain the required FCC Approval, without undue delay, provided, that any material agreements with or commitments to the FCC, including any decision to accept and/or not to oppose any proposed material conditions or limitations on FCC Approval shall be subject to such conditions or limitations being commercially reasonable, applicable only to the Company’s business and not having or likely to have any adverse effect that would be material to the Consenting Creditors, and shall require the prior approval of the Company, not to be unreasonably withheld, conditioned, or delayed; and
(xii) subject to the terms and conditions of this Agreement, cooperate with the Company Parties, as reasonably necessary, in connection with any filing or other submission to the Defense Counterintelligence and Security Agency to effectuate continuance of the Company’s facility and personnel security clearances after consummation of the Restructuring.
(b) During the Agreement Effective Period, each Consenting Stakeholder (severally Creditor and Consenting Equity Holder, severally, and not jointly) agrees , agrees, in respect of all of its Company Claims/Interests pursuant to this Agreement that it shall not directly or indirectly, and shall not direct any other Entity to:
(i) object to, delay, impede, or take any other action that is reasonably likely to interfere with the acceptance, implementation, or consummation of the Restructuring Transactionsor the I Squared Infrastructure Sale;
(ii) either itself object to, delay, impede, or through take any representatives or agents (x) except other action that is reasonably likely to interfere with the prior written consent use of cash collateral by the Debtors during the pendency of the Company Parties or as provided Chapter 11 Cases on the terms set forth in Section 6.01(j), solicit, initiate, encourage the Cash Collateral Orders;
(including by furnishing information), induce, negotiate, facilitate, continue, or respond to any Alternative Restructuring Proposals from or with any Entity or (yiii) propose, file, support, consent to, seek formal or informal credit committee approval ofsolicit, or vote for any Alternative Restructuring Proposal (and shall immediately inform the Company Parties and the other Consenting Stakeholders of any notification of an Alternative Restructuring Proposal); provided, however, that nothing contained in this Agreement shall prohibit the Term Loan/PGN Group, the Term Loan/PGN Group Representatives, the 2021 Noteholder Group, and the 2021 Noteholder Group Representatives from taking any action otherwise prohibited by Section 4.01(b)(ii)(x)Restructuring;
(iiiiv) file or have filed on its behalf any motion, pleading, or other document with any Chosen Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not materially consistent with this Agreement or the Definitive Documents;
(v) exercise any right or remedy for the enforcement, collection, or recovery of any Company Claims/Interests that is inconsistent with this Agreement or any of the Definitive Documents;
(vi) initiate, or have initiated on its behalf, any litigation or proceeding that is inconsistent of any kind with respect to this Agreement, the Chapter 11 Cases, or the Restructuring contemplated in this Agreement against the Company Parties or the other Parties; andParties other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement or any Definitive Document;
(ivvii) directly or indirectly other than as contemplated by this Agreement and the Restructuring Term Sheet, object to, delay, impede, or take any other action to interfere with the Company Parties’ ownership and possession of their assets, wherever located (including interfering located, or interfere with the automatic stay arising under section 362 of the Bankruptcy Code; or
(viii) that is required object to, materially delay or impede, or take any other action to implement this Agreement; providedmaterially interfere, howeverdirectly or indirectly (including through its representatives and advisors) with, that nothing in this Agreement shall limit the right Spruce House Transfer or with the filing, processing or approval of any Party application to exercise any right Governmental Regulatory Authority or remedy provided under a Financing Order, court seeking any required authorization or approval of the Confirmation Order, or any other Definitive DocumentSpruce House Transfer.
Appears in 1 contract
Samples: Restructuring Support Agreement (GTT Communications, Inc.)
General Commitments, Forbearances, and Waivers. (a) During the Agreement Effective Period, each Consenting Stakeholder (severally and not jointly) agrees Creditor agrees, in respect of all of its Company Claims/Interests pursuant to this Agreement Interests, to:
(i) to the extent permitted by law and subject to the terms hereof, support the Restructuring Transactions and timely vote and exercise any powers or rights available to it (including in any board, shareholders’, or creditors’ meeting or in any process requiring voting or approval to which they are legally entitled to participate) in each case in favor of any matter requiring approval to the extent necessary to implement the Restructuring Transactions;
(ii) to the extent practicable and subject to the terms hereof, to use commercially reasonable efforts to cooperate with and assist the Company Parties in obtaining additional support for the Restructuring Transactions from the Company Parties’ other stakeholders;
(iii) consult and coordinate in good faith with the Company Parties and their representatives or agents regarding the evaluation and consideration of any Alternative Restructuring Proposal that such Consenting Stakeholder may be involved in pursuant prior to the terms Plan Effective Date, take all commercially reasonable actions to preserve the New Board’s ability to implement the strategic transactions set forth in the business plan delivered to the members of this Agreementthe Term Lender Group and the Cross-Holder Group on February 23, 2023;
(iv) solely with respect to the Term Loan/PGN Group and the Term Loan/PGN Group Representatives, (A) consult and coordinate in good faith with the Company Parties regarding any process to solicit, initiate, encourage, induce, negotiate, facilitate, continue, develop, or respond to any Alternative Restructuring Proposals (including with respect to the Company Parties’ involvement and participation in such activities); (ii) promptly share any Alternative Restructuring Proposal that the Term Loan/PGN Group Representatives receive with the Company Parties unless the proponent of such Alternative Restructuring Proposal requires that such Alternative Restructuring Proposal not be shared with the Company Parties; and (iii) participate in no less than weekly (and more frequently if the Company Parties determine it is appropriate) calls with the Company Parties regarding the status and progress of the Term Loan/PGN Group’s efforts with respect to the development of any Alternative Restructuring Proposals;
(v) solely with respect to the 2021 Noteholder Group and the 2021 Noteholder Group Representatives, (A) consult and coordinate in good faith with the Company Parties regarding any process to solicit, initiate, encourage, induce, negotiate, facilitate, continue, develop, or respond to any Alternative Restructuring Proposals (including with respect to the Company Parties’ involvement and participation in such activities); (ii) promptly share any Alternative Restructuring Proposal that the 2021 Noteholder Group Representatives receive with the Company Parties unless the proponent of such Alternative Restructuring Proposal requires that such Alternative Restructuring Proposal not be shared with the Company Parties; and (iii) participate in no less than weekly (and more frequently if the Company Parties determine it is appropriate) calls with the Company Parties regarding the status and progress of the 2021 Noteholder Group’s efforts with respect to the development of any Alternative Restructuring Proposals;
(vi) refrain from taking any action whatsoever, except as set forth in this Section 4.01(a)(vi), with respect to the Texas Litigation during the Agreement Effective Period; provided, however, that to the extent any deadline, order, or proceeding requires any party to take any action in the Texas Litigation during the Agreement Effective Period, (x) the Company Parties and the Consenting Senior Creditors each hereby agree to immediately seek an extension of such deadline, order, or proceeding; (y) the Consenting Senior Creditors may file motions to xxxxx and/or stay the Texas Litigation, which motions shall not be opposed by the Company Parties; and (z) solely to the extent such deadline, order, or proceeding has not been extended or stayed or the applicable proceeding has not been abated or stayed, the Consenting Senior Creditors may take any action necessary to preserve and protect their rights in such proceeding.
(vii) give any notice, order, instruction, or direction to the applicable Agents/Trustees Trustee necessary to give effect to the Restructuring Transactions; provided that nothing in this Agreement shall limit the right of any Consenting Creditor to exercise any right or remedy provided under the DIP Documents, Confirmation Order or any other document related to the Restructuring Transactions; and
(viiiv) negotiate in good faith and use commercially reasonable efforts to execute and implement the Definitive Documents that are consistent with this Agreement to which it is required to be a party; provided that nothing in this Section 5.01(a) shall require any Consenting Creditor to incur any expenses, liabilities or other obligations, or agree to any commitments, undertakings, concessions, indemnities or other arrangements, that could result in expenses, liabilities or other obligations to any such Party, other than as specifically stated in this Agreement or the Plan.
(b) During the Agreement Effective Period, each Consenting Stakeholder (severally and not jointly) agrees Creditor agrees, in respect of all of its Company Claims/Interests pursuant Interests, to this Agreement the extent practicable and subject to the terms hereof, that it shall not directly or indirectly:
(i) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions;
(ii) either itself object to or through commence any representatives legal proceeding challenging the liens or agents (x) except with the prior written consent of the Company Parties or as provided in Section 6.01(j), solicit, initiate, encourage claims (including by furnishing information)the priority thereof) (i) granted pursuant to the Term Loan Credit Agreement, induce, negotiate, facilitate, continueSenior Secured Notes Indenture, or respond to any Alternative Restructuring Proposals from or with any Entity the Senior Unsecured Notes Indenture (as applicable) or (yii) granted or proposed to be granted to the DIP Lenders under the DIP Order;
(iii) propose, file, support, consent to, seek formal or informal credit committee approval of, or vote for any Alternative Restructuring Proposal (and shall immediately inform the Company Parties and the other Consenting Stakeholders of any notification of an Alternative Restructuring Proposal); provided, however, that nothing contained in this Agreement shall prohibit the Term Loan/PGN Group, the Term Loan/PGN Group Representatives, the 2021 Noteholder Group, and the 2021 Noteholder Group Representatives from taking any action otherwise prohibited by Section 4.01(b)(ii)(x);
(iiiiv) file any motion, pleading, or other document with the Bankruptcy Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not materially consistent with this Agreement or the Plan;
(v) initiate, or have initiated on its behalf, any litigation or proceeding that is inconsistent of any kind with respect to the Chapter 11 Cases, this Agreement Agreement, or the other Restructuring Transactions contemplated herein against the Company Parties or the other Parties; andParties other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement;
(ivvi) exercise, or direct any other person to exercise, any right or remedy, directly or indirectly indirectly, for the enforcement, collection of outstanding debt or guarantees, or recovery of any of the Claims against or Interests in the Company Parties, including in connection with any obligations of the Company Parties under the Prepetition ABL Credit Agreement, the Term Loan Credit Agreement, the Senior Secured Notes Indenture, and/or the Senior Unsecured Notes Indenture, the ABL Guaranty Agreement and/or the Term Loan Credit Guaranty Agreement that are in effect on or prior to the Execution Date or that may arise after the Execution Date; or
(vii) object to, delay, impede, or take any other action to interfere with the Company Parties’ ownership and possession of their assets, wherever located (including interfering located, or interfere with the automatic stay arising under section 362 of the Bankruptcy Code) that is required to implement this Agreement; provided, however, that nothing in this Agreement shall limit the right of any Party to exercise any right or remedy provided under a Financing Order, the Confirmation Order, or any other Definitive Document.
Appears in 1 contract
Samples: Restructuring Support Agreement (Venator Materials PLC)
