Common use of GGO Rights Offering Clause in Contracts

GGO Rights Offering. (a) On the terms and subject to the conditions set forth herein, the Plan shall provide for the following: (i) That GGO shall offer 50,000,000 shares of GGO Common Stock (the “GGO Rights Offering Shares”) pursuant to a rights offering (the “GGO Rights Offering”) which shall be completed at the Company’s election either (A) on or prior to the Effective Date or (B) promptly (but in no event later than 90 days) following the Effective Date. Pursuant to the GGO Rights Offering, each holder of shares of Common Stock entitled to subscribe to the GGO Rights Offering (each, an “Eligible Holder”), as of the record date approved by the Bankruptcy Court in connection with the Plan (the “Record Date”), shall be offered a transferable subscription right (each, a “Right”) to purchase up to its pro rata share (after giving effect to the GGO Minimum Allocation Right and minimum allocation rights granted to other investors in the Plan) of the GGO Rights Offering Shares at a purchase price of $5.00 per share of GGO Common Stock (the “GGO Per Share Purchase Price”). (ii) That Purchaser shall be entitled to receive a minimum allocation in connection with the GGO Rights Offering of 10,000,000 shares of GGO Common Stock at the GGO Per Share Purchase Price (the “GGO Minimum Allocation Right”). (iii) That if the subscription agent for the GGO Rights Offering (the “Subscription Agent”) for any reason does not receive from a given Eligible Holder both a timely and duly completed subscription form for the GGO Rights Offering and timely payment of such Eligible Holder’s aggregate GGO Per Share Purchase Price prior to the expiration time for the GGO Rights Offering (the “Expiration Time”), such Eligible Holder shall be deemed to have relinquished and waived its right to participate in the GGO Rights Offering. (iv) The Expiration Time shall occur no later than ninety (90) days after the Effective Date. (b) In order to facilitate the GGO Rights Offering, pursuant to this Agreement, and subject to the terms, conditions and limitations set forth herein, the Plan will provide that GGO will sell to Purchaser in the GGO Rights Offering, and Purchaser hereby agrees to subscribe and pay for, a number of shares of GGO Common Stock (not to exceed the GGO Backstop Limit (as such term is defined below)) equal to (i) the GGO Rights Offering Shares minus (ii) the number of shares of GGO Common Stock offered pursuant to the GGO Rights Offering and duly subscribed for and paid for on or before the Expiration Time (the difference between (i) and (ii) after applying the GGO Backstop Limit, the “Unsubscribed Shares” and Purchaser’s commitment to purchase such Unsubscribed Shares being referred to as the “Backstop Commitment”); provided, however, that the Backstop Commitment is conditioned upon GGO having filed, and the SEC declaring effective, a shelf registration statement on Form S-1 or S-11, as applicable, prior to the date of completion of the GGO Rights Offering (unless Purchaser shall consent to GGO filing such registration statement after such date, such consent not to be unreasonably withheld) covering resales by Purchaser of the GGO Shares and shares issuable upon exercise of the GGO Warrants, containing a plan of distribution reasonably satisfactory to Purchaser, but subject to the provisions of Section 6.4 and the Non-Control Agreement. For purposes of this Agreement, “GGO Backstop Limit” means the number of shares of GGO Common Stock equal to (i) the quotient obtained by dividing (x) $125,000,000 by (y) the GGO Per Share Purchase Price minus (ii) the number of shares of GGO Common Stock subscribed, and paid for, on or before the Expiration Time by Purchaser pursuant to the GGO Minimum Allocation Right. If the Fairholme Investors and/or the Pershing Investors have any obligation to subscribe and pay for shares of GGO Common Stock offered pursuant to the GGO Rights Offering (the “Fairholme/Pershing Backstop Commitment”) in the Fairholme/Pershing Agreements, the Backstop Commitment shall be applied pro rata with the Fairholme/Pershing Backstop Commitment, such that the total number of shares of GGO Common Stock not subscribed for in the GGO Rights Offering (the “Total Unsubscribed Shares”) shall be allocated in proportion to their respective backstop commitments (subject in the case of Purchaser to the GGO Backstop Limit and in the case of the Fairholme/Pershing Investors to the applicable limits in the Fairholme/Pershing Agreements).

GGO Rights Offering. (a) On the terms and subject to the conditions set forth herein, the Plan shall provide for the following: (i) That GGO shall offer 50,000,000 shares of GGO Common Stock (the “GGO Rights Offering Shares”) pursuant to a rights offering (the “GGO Rights Offering”) which shall be completed at the Company’s election either (A) on or prior to the Effective Date or (B) promptly (but in no event later than 90 days) following the Effective Date. Pursuant to the GGO Rights Offering, each holder of shares of Common Stock entitled to subscribe to the GGO Rights Offering (each, an “Eligible Holder”), as of the record date approved by the Bankruptcy Court in connection with the Plan (the “Record Date”), shall be offered a transferable subscription right (each, a “Right”) to purchase up to its pro rata share (after giving effect to the GGO Minimum Allocation Right and minimum allocation rights granted to other investors in the Plan) of the GGO Rights Offering Shares at a purchase price of $5.00 per share of GGO Common Stock (the “GGO Per Share Purchase Price”). (ii) That each Purchaser shall be entitled to receive a minimum allocation in connection with the GGO Rights Offering equal to its GGO Pro Rata share of 10,000,000 shares of GGO Common Stock at the GGO Per Share Purchase Price (the “GGO Minimum Allocation Right”). (iii) That if the subscription agent for the GGO Rights Offering (the “Subscription Agent”) for any reason does not receive from a given Eligible Holder both a timely and duly completed subscription form for the GGO Rights Offering and timely payment of such Eligible Holder’s aggregate GGO Per Share Purchase Price prior to the expiration time for the GGO Rights Offering (the “Expiration Time”), such Eligible Holder shall be deemed to have relinquished and waived its right to participate in the GGO Rights Offering. (iv) The Expiration Time shall occur no later than ninety (90) days after the Effective Date. (b) In order to facilitate the GGO Rights Offering, pursuant to this Agreement, and subject to the terms, conditions and limitations set forth herein, the Plan will provide that GGO will sell to each Purchaser in the GGO Rights Offering, and each Purchaser hereby agrees to subscribe and pay for, a number of shares of GGO Common Stock (not to exceed the GGO Backstop Limit (as such term is defined below)) equal to the product of (iy) such Purchaser’s GGO Pro Rata Share multiplied by (z)(i) the GGO Rights Offering Shares minus (ii) the number of shares of GGO Common Stock offered pursuant to the GGO Rights Offering and duly subscribed for and paid for on or before the Expiration Time (the difference between (i) and (ii) after applying the GGO Backstop Limit, the “Unsubscribed Shares” and such Purchaser’s commitment to purchase such Unsubscribed Shares being referred to as the its “Backstop Commitment”); provided, however, that the Backstop Commitment is conditioned upon GGO having filed, and the SEC declaring effective, a shelf registration statement on Form S-1 or S-11, as applicable, prior to the date of the completion of the GGO Rights Offering (unless Purchaser shall consent to GGO filing such registration statement after such date, such consent not to be unreasonably withheld) covering resales by each Purchaser of the GGO Shares and shares issuable upon exercise of the GGO Warrants, containing a plan of distribution reasonably satisfactory to each Purchaser, but subject to the provisions of Section 6.4 and the Non-Control Agreement. For purposes of this Agreement, each Purchaser’s “GGO Backstop Limit” means the number of shares of GGO Common Stock equal to (i) such Purchaser’s GGO Pro Rata Share of the quotient obtained by dividing (x) $125,000,000 by (y) the GGO Per Share Purchase Price minus (ii) the number of shares of GGO Common Stock subscribed, and paid for, on or before the Expiration Time by such Purchaser pursuant to the its GGO Minimum Allocation Right. If the Fairholme Investors Brookfield Consortium Members and/or the Pershing Investors Fairholme Purchasers have any obligation to subscribe and pay for shares of GGO Common Stock offered pursuant to the GGO Rights Offering (the “Fairholme/Pershing Brookfield Backstop Commitment” and/or “Fairholme Backstop Commitment”, respectively) in the Fairholme/Pershing AgreementsBrookfield Agreement or Fairholme Agreement, respectively, the Backstop Commitment shall be applied pro rata with the Fairholme/Pershing Brookfield Backstop Commitment and Fairholme Backstop Commitment, such that the total number of shares of GGO Common Stock not subscribed for in the GGO Rights Offering (the “Total Unsubscribed Shares”) shall be allocated in proportion to their respective backstop commitments (subject in the case of each Purchaser to the its GGO Backstop Limit and in the case of the Fairholme/Pershing Investors Brookfield Consortium Members or Fairholme Purchasers to the applicable limits in the Fairholme/Pershing AgreementsBrookfield Agreement or Fairholme Agreement, respectively).

GGO Rights Offering. (a) On the terms and subject to the conditions set forth herein, the Plan shall provide for the following: (i) That GGO shall offer 50,000,000 shares of GGO Common Stock (the “GGO Rights Offering Shares”) pursuant to a rights offering (the “GGO Rights Offering”) which shall be completed at the Company’s election either (A) on or prior to the Effective Date or (B) promptly (but in no event later than 90 days) following the Effective Date. Pursuant to the GGO Rights Offering, each holder of shares of Common Stock entitled to subscribe to the GGO Rights Offering (each, an “Eligible Holder”), as of the record date approved by the Bankruptcy Court in connection with the Plan (the “Record Date”), shall be offered a transferable subscription right (each, a “Right”) to purchase up to its pro rata share (after giving effect to the GGO Minimum Allocation Right and minimum allocation rights granted to other investors in the Plan) of the GGO Rights Offering Shares at a purchase price of $5.00 per share of GGO Common Stock (the “GGO Per Share Purchase Price”). (ii) That each Purchaser shall be entitled to receive a minimum allocation in connection with the GGO Rights Offering equal to its GGO Pro Rata share of 10,000,000 shares of GGO Common Stock at the GGO Per Share Purchase Price (the “GGO Minimum Allocation Right”). (iii) That if the subscription agent for the GGO Rights Offering (the “Subscription Agent”) for any reason does not receive from a given Eligible Holder both a timely and duly completed subscription form for the GGO Rights Offering and timely payment of such Eligible Holder’s aggregate GGO Per Share Purchase Price prior to the expiration time for the GGO Rights Offering (the “Expiration Time”), such Eligible Holder shall be deemed to have relinquished and waived its right to participate in the GGO Rights Offering. (iv) The Expiration Time shall occur no later than ninety (90) days after the Effective Date. (b) In order to facilitate the GGO Rights Offering, pursuant to this Agreement, and subject to the terms, conditions and limitations set forth herein, the Plan will provide that GGO will sell to each Purchaser in the GGO Rights Offering, and each Purchaser hereby agrees to subscribe and pay for, a number of shares of GGO Common Stock (not to exceed the GGO Backstop Limit (as such term is defined below)) equal to the product of (iy) such Purchaser’s GGO Pro Rata Share multiplied by (z)(i) the GGO Rights Offering Shares minus (ii) the number of shares of GGO Common Stock offered pursuant to the GGO Rights Offering and duly subscribed for and paid for on or before the Expiration Time (the difference between (i) and (ii) after applying the GGO Backstop Limit, the “Unsubscribed Shares” and such Purchaser’s commitment to purchase such Unsubscribed Shares being referred to as the its “Backstop Commitment”); provided, however, that the Backstop Commitment is conditioned upon GGO having filed, and the SEC declaring effective, a shelf registration statement on Form S-1 or S-11, as applicable, prior to the date of the completion of the GGO Rights Offering (unless Purchaser shall consent to GGO filing such registration statement after such date, such consent not to be unreasonably withheld) covering resales by each Purchaser of the GGO Shares and shares issuable upon exercise of the GGO Warrants, containing a plan of distribution reasonably satisfactory to each Purchaser, but subject to the provisions of Section 6.4 and the applicable Non-Control Agreement, if any. For purposes of this Agreement, each Purchaser’s “GGO Backstop Limit” means the number of shares of GGO Common Stock equal to (i) such Purchaser’s GGO Pro Rata Share of the quotient obtained by dividing (x) $125,000,000 by (y) the GGO Per Share Purchase Price minus (ii) the number of shares of GGO Common Stock subscribed, and paid for, on or before the Expiration Time by such Purchaser pursuant to the its GGO Minimum Allocation Right. If the Fairholme Investors Brookfield Consortium Members and/or the Pershing Investors Purchasers have any obligation to subscribe and pay for shares of GGO Common Stock offered pursuant to the GGO Rights Offering (the “Fairholme/Brookfield Backstop Commitment” and/or “Pershing Backstop Commitment”, respectively ) in the Fairholme/Brookfield Agreement or Pershing AgreementsAgreement, respectively, the Backstop Commitment shall be applied pro rata with the Fairholme/Brookfield Backstop Commitment and Pershing Backstop Commitment, such that the total number of shares of GGO Common Stock not subscribed for in the GGO Rights Offering (the “Total Unsubscribed Shares”) shall be allocated in proportion to their respective backstop commitments (subject in the case of each Purchaser to the its GGO Backstop Limit and in the case of the Fairholme/Brookfield Consortium Members or Pershing Investors Purchasers to the applicable limits in the Fairholme/Brookfield Agreement or Pershing AgreementsAgreement, respectively).

GGO Rights Offering. (a) On the terms and subject to the conditions set forth herein, the Plan shall provide for the following: (i) That GGO shall offer 50,000,000 shares of GGO Common Stock (the “GGO Rights Offering Shares”) pursuant to a rights offering (the “GGO Rights Offering”) which shall be completed at the Company’s election either (A) on or prior to the Effective Date or (B) promptly (but in no event later than 90 days) following the Effective Date. Pursuant to the GGO Rights Offering, each holder of shares of Common Stock entitled to subscribe to the GGO Rights Offering (each, an “Eligible Holder”), as of the record date approved by the Bankruptcy Court in connection with the Plan (the “Record Date”), shall be offered a transferable subscription right (each, a “Right”) to purchase up to its pro rata share (after giving effect to the GGO Minimum Allocation Right and minimum allocation rights granted to other investors in the Plan) of the GGO Rights Offering Shares at a purchase price of $5.00 per share of GGO Common Stock (the “GGO Per Share Purchase Price”). (ii) That each Purchaser shall be entitled to receive a minimum allocation in connection with the GGO Rights Offering equal to its GGO Pro Rata share of 10,000,000 shares of GGO Common Stock at the GGO Per Share Purchase Price (the “GGO Minimum Allocation Right”). (iii) That if the subscription agent for the GGO Rights Offering (the “Subscription Agent”) for any reason does not receive from a given Eligible Holder both a timely and duly completed subscription form for the GGO Rights Offering and timely payment of such Eligible Holder’s aggregate GGO Per Share Purchase Price prior to the expiration time for the GGO Rights Offering (the “Expiration Time”), such Eligible Holder shall be deemed to have relinquished and waived its right to participate in the GGO Rights Offering. (iv) The Expiration Time shall occur no later than ninety (90) days after the Effective Date. (b) In order to facilitate the GGO Rights Offering, pursuant to this Agreement, and subject to the terms, conditions and limitations set forth herein, the Plan will provide that GGO will sell to each Purchaser in the GGO Rights Offering, and each Purchaser hereby agrees to subscribe and pay for, a number of shares of GGO Common Stock (not to exceed the GGO Backstop Limit (as such term is defined below)) equal to the product of (iy) such Purchaser’s GGO Pro Rata Share multiplied by (z)(i) the GGO Rights Offering Shares minus (ii) the number of shares of GGO Common Stock offered pursuant to the GGO Rights Offering and duly subscribed for and paid for on or before the Expiration Time (the difference between (i) and (ii) after applying the GGO Backstop Limit, the “Unsubscribed Shares” and such Purchaser’s commitment to purchase such Unsubscribed Shares being referred to as the its “Backstop Commitment”); provided, however, that the Backstop Commitment is conditioned upon GGO having filed, and the SEC declaring effective, a shelf registration statement on Form S-1 or S-11, as applicable, prior to the date of the completion of the GGO Rights Offering (unless Purchaser shall consent to GGO filing such registration statement after such date, such consent not to be unreasonably withheld) covering resales by each Purchaser of the GGO Shares and shares issuable upon exercise of the GGO Warrants, containing a plan of distribution reasonably satisfactory to each Purchaser, but subject to the provisions of Section 6.4 and the applicable Non-Control Agreement, if any. For purposes of this Agreement, each Purchaser’s “GGO Backstop Limit” means the number of shares of GGO Common Stock equal to (i) such Purchaser’s GGO Pro Rata Share of the quotient obtained by dividing (x) $125,000,000 by (y) the GGO Per Share Purchase Price minus (ii) the number of shares of GGO Common Stock subscribed, and paid for, on or before the Expiration Time by such Purchaser pursuant to the its GGO Minimum Allocation Right. If the Fairholme Investors Brookfield Consortium Members and/or the Pershing Investors Purchasers have any obligation to subscribe and pay for shares of GGO Common Stock offered pursuant to the GGO Rights Offering (the “Fairholme/Brookfield Backstop Commitment” and/or “Pershing Backstop Commitment”, respectively) in the Fairholme/Brookfield Agreement or Pershing AgreementsAgreement, respectively, the Backstop Commitment shall be applied pro rata with the Fairholme/Brookfield Backstop Commitment and Pershing Backstop Commitment, such that the total number of shares of GGO Common Stock not subscribed for in the GGO Rights Offering (the “Total Unsubscribed Shares”) shall be allocated in proportion to their respective backstop commitments (subject in the case of each Purchaser to the its GGO Backstop Limit and in the case of the Fairholme/Brookfield Consortium Members or Pershing Investors Purchasers to the applicable limits in the Fairholme/Brookfield Agreement or Pershing AgreementsAgreement, respectively).