Negative Commitments. Subject to Section 5 of this Agreement, during the Agreement Effective Period, each Consenting Stakeholder agrees in respect of all of its Company Claims/Interests severally and not jointly that it shall not directly or indirectly:
(a) object to, delay, impede, or take any other action to, or reasonably likely to, materially interfere with the acceptance, implementation, or consummation of the Recapitalization Transactions;
(b) propose, file, support, vote for, or consent to any Alternative Transaction Proposal;
(c) file any motion, pleading, or other document with any court (including any modifications or amendments to any motion, pleading, or other document with any court) that, in whole or in part, is not materially consistent with this Agreement;
(d) exercise any right or remedy for the enforcement, collection, or recovery of any of the Company Claims/Interest in connection with or arising out of the Marble Ridge Litigation, including (i) calling, providing notice of, or otherwise asserting any default, event of default, or acceleration under the Term Loan Credit Agreement or Unsecured Notes in connection with or arising out of the Marble Ridge Litigation or (ii) seeking to exercise any remedies thereunder;
(e) initiate, or have initiated on its behalf, any litigation or proceeding of any kind against the Company Parties or any of the other Parties with respect to this Agreement, the Recapitalization Transactions, or any Company Claim/Interest other than to enforce this Agreement or any Definitive Document or as otherwise permitted under this Agreement; provided, that the foregoing shall not (subject to Section 4.02(d) of this Agreement and Section 4.03 of this Agreement) apply to enforcement of rights under the Term Loan Credit Agreement or Indentures; or
(f) object to, delay, impede, or take any other action to interfere with the Company Parties’ ownership and possession of their assets, wherever located; provided, that the foregoing shall not (subject to Section 4.02(d) of this Agreement and Section 4.03 of this Agreement) apply to enforcement of rights under the Term Loan Credit Agreement or Indentures.
Negative Commitments. Except as set forth in Section 8, during the Agreement Effective Period, each of the Company Parties shall not directly or indirectly:
(a) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions;
(b) take any action that is inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation and consummation of the Restructuring Transactions described in this Agreement or the Plan;
(c) modify the Plan, in whole or in part, in a manner that is not consistent with this Agreement in all material respects;
(d) file any motion, pleading, or Definitive Documents 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;
(e) amend, alter, supplement, restate or otherwise modify any Definitive Documents in a manner materially inconsistent with this Agreement;
(f) take or permit any action that would result in a (1) change of ownership of any Company Party under Section 382 of the Internal Revenue Code, (2) realization of any taxable income outside the ordinary course of the Company Parties’ business, or (3) change in the classification of any Company Party for U.S. federal income tax purposes;
(g) operate its business or make any payments outside the ordinary course of business, taking into account the Restructuring Transactions, without the consent of the Required Consenting Creditors, such consent not to be unreasonably withheld or (ii) transfer any asset or right of the Company Parties or any asset or right used in the business of the Company Parties to any person or entity outside the ordinary course of business without the consent of the Required Consenting Creditors, such consent not to be unreasonably withheld;
(h) amend, terminate, or modify any agreement, document, instrument, indenture, or other writing evidencing any indebtedness or prepay, repay, redeem, defease, purchase, acquire, terminate, or discharge any such indebtedness without the consent of the Required Consenting Creditors;
(i) engage in any merger, consolidation, material disposition, material acquisition, investment, dividend, incurrence of indebtedness, or other similar transaction outside of the ordinary course of business, other than the transactions contemplated herein and on the terms hereof without the consent of the Required Consenti...
Negative Commitments. Except as set forth in Section 8 or unless otherwise consented to or waived by the Required Consenting Creditors, during the Agreement Effective Period, each of the Company Parties agrees that it shall not:
(a) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions;
(b) take any action that is inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation, and consummation of the Restructuring Transactions;
(c) (i) execute, deliver, and/or file with the Bankruptcy Court any agreement, instrument, motion, pleading, order, form, or other document that is to be utilized to implement or effectuate, or that otherwise relates to, this Agreement, the Plan, and/or the Restructuring Transactions that, in whole or in part, is not consistent with this Agreement or is otherwise not in form and substance acceptable in accordance with the terms set forth in Section 3.02 hereof, or if applicable, file any pleading with the Bankruptcy Court seeking authorization to accomplish or effect any of the foregoing; or (ii) waive, amend, or modify any of the Definitive Documents, or, if applicable, file with the Bankruptcy Court a pleading seeking to waive, amend, or modify any term or condition of any of the Definitive Documents, which waiver, amendment, modification, or filing contains any provision that is not consistent with this Agreement (including the Restructuring Term Sheet) or is otherwise not in form and substance acceptable in accordance with the terms set forth in Section 3.02 hereof;
(d) (i) seek discovery in connection with, prepare, or commence any proceeding or other action that challenges (A) the amount, validity, allowance, character, enforceability, or priority of any Company Claims/Interests of any of the Consenting Creditors, or (B) the validity, enforceability, or perfection of any lien or other encumbrance securing (or purporting to secure) any Company Claims/Interests of any of the Consenting Creditors; (ii) otherwise seek to restrict any rights of any of the Consenting Creditors; or (iii) support any Person in connection with any of the acts described the foregoing clauses;
(e) except for the Exit A/R Facility Credit Agreement or the Cash Collateral Order, enter into any contract with respect to debtor-in-possession financing, cash collateral usage, exit financing, and/or other financing arrangements;
(f) except to the ext...
Negative Commitments. Except as set forth in Section 7, during the Agreement Effective Period, each of the Company Parties shall not directly or indirectly:
(a) (i) object to or otherwise commence any proceeding opposing any of the terms of this Agreement (including the Restructuring Term Sheet) or (ii) commence any proceeding or prosecute, join in, or otherwise support any action to oppose, object to, or delay entry of the Confirmation Order;
(b) take any action, or encourage any other person or Entity to take any action, that is inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation and consummation of the Restructuring Transactions described in, this Agreement (including the Restructuring Term Sheet) or the Plan;
(c) modify the Plan, in whole or in part, in a manner that is not consistent with this Agreement (including the Restructuring Term Sheet) in all material respects; or
(d) file any motion, pleading, or Definitive Documents 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 (including the Restructuring Term Sheet) or the Plan.
Negative Commitments. Except as set forth in Section 8.01 hereof, during the Agreement Effective Period, each of the Company Parties shall not directly or indirectly:
(a) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring;
(b) take any action that is inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation, and consummation of the Restructuring described in this Agreement;
(c) modify the Plan, in whole or in part, in a manner that is not consistent with this Agreement in all material respects; or
(d) file any motion, pleading, or Definitive Documents 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 Definitive Documents.
Negative Commitments. Except as set forth in Section 6.03, during the Agreement Effective Period, each of the Company Parties shall not directly or indirectly:
(a) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions;
(b) take any action that is inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation and consummation of the Restructuring Transactions described in, this Agreement or the Plan;
(c) modify the Plan, in whole or in part, in a manner that is inconsistent with this Agreement without the consent of the Required Consenting Stakeholders; or
(d) file any motion, pleading, or Definitive Documents 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.
Negative Commitments. Except as set forth in Section 9 or with the prior written consent of the Required Consenting Creditors, during the Agreement Effective Period, each of the Company Parties shall not directly or indirectly, and shall cause their respective subsidiaries not to:
(a) object to, delay, impede, or take any other action to interfere with or that is inconsistent with or is intended or could reasonably be expected to interfere with, delay, or impede the acceptance, approval, implementation, or consummation of the Restructuring Transactions or approval of the Secured Creditor Settlement;
(b) take or fail to take any action (except to the extent expressly contemplated by the Plan (or the Non-TopCo Plan, as applicable)) 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, individually or in the aggregate, 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;
(c) modify the Plan (or the Non-TopCo Plan, as applicable) or any Definitive Document, in whole or in part, in a manner that is not consistent with this Agreement in any respect;
(d) withdraw or revoke the Plan (or the Non-TopCo Plan, as applicable) or express orally or in writing to any Consenting Creditor its intention not to pursue the Plan (or the Non-TopCo Plan, as applicable) or to delay in any way the pursuit of confirmation of the Plan (or the Non-TopCo Plan, as applicable);
(e) file any motion, pleading, or Definitive Documents 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 (including complying with the consent rights of any Consenting Creditor set forth herein as to the form and substance of such motion, pleading, or other Definitive Document), the Plan (or the Non-TopCo Plan, as applicable), or the Definitive Documents;
(f) commence, support, or join any litigation or adversary proceedings against any Consenting Creditor not otherwise permitted by this Agreement;
(g) make or accept any settlement offer in respect of the claims and causes of action asserted by SES Americom, Inc. (or any of its affiliates) in connection with the Chapter 11 Cases without the prior written consent of the Required Consenting Xxxxxxx Crossover Group Members not to be unre...
Negative Commitments. Except as set forth in Section 7, during the Agreement Effective Period, each of the Company Parties shall not directly or indirectly:
(a) (i) object to or otherwise commence any proceeding opposing any of the terms of this Agreement (including the Term Sheets) or (ii) commence any proceeding or prosecute, join in, or otherwise support any action to oppose, object to, or delay entry of the Confirmation Order or an order approving the Investment Agreement;
(b) take any action that is inconsistent in any material respect with, or is intended to frustrate or impede approval, implementation and consummation of the Restructuring Transactions described in, this Agreement (including the Term Sheets) or the Plan;
(c) modify the Plan, in whole or in part, in a manner that is not consistent with this Agreement (including the Term Sheets) in all material respects;
(d) file any motion, pleading, or Definitive Documents 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 (including the Term Sheets) or the Plan; provided, however, that notwithstanding anything to the contrary in this Agreement, the filing by a Company Party of a motion or other pleading with the Bankruptcy Court or any other court to authorize or facilitate the acceptance or return of deposits in connection with Alternative Restructuring Proposals shall not constitute a breach of this Agreement; or
(e) initiate any Implementation Mechanism that does not comply with this Agreement (including with respect to the consultation rights of the Consenting Lenders and the Commitment Parties).
Negative Commitments. Except as set forth in Section 9, during the Agreement Effective Period, each of the Company Parties shall not directly or indirectly: (a) object to, delay, impede, or take any other action to interfere with the acceptance, implementation, or consummation of the Restructuring; (b) take any action that is inconsistent with, or is intended to frustrate, impede, delay or obstruct the approval, implementation, and consummation of the Restructuring; (c)modify the Plan, in whole or in part, in a manner that is not consistent with this Agreement and the Definitive Documents, including, without limitation, the Backstop Commitment Documents, the Takeback Exit Term Loan Facility Documents, and the DIP/Exit Facility Documents; (d) file any motion, pleading, or other Definitive 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 and the Definitive Documents; (e) seek, solicit, or support any Alternative Restructuring Proposal, other than as expressly permitted under Section 9.01 hereof; (f)Transfer any material asset or right of the Company Parties or any asset or right used in the business of the Company Parties to any Person outside the ordinary course of business without the consent of the Required Consenting Noteholders, the Required Consenting Term Lenders, and Ascent; (g) engage in any material merger, consolidation, disposition, acquisition, investment, dividend, incurrence of indebtedness, or other similar transaction outside of the ordinary course of business other than the Restructuring; 30
Negative Commitments. Except as set forth in Section 8, during the Agreement Effective Period, each of the Company Parties shall not directly or indirectly:
(a) object to, delay, impede, or take any other action to interfere with acceptance, implementation, or consummation of the Restructuring Transactions;
(b) take any action that is inconsistent with, or is intended to frustrate or impede approval, implementation and consummation of, the Restructuring Transactions described in this Agreement or the Term Sheet;
(c) modify the Plan, in whole or in part, in a manner that is inconsistent with this Agreement or the Term Sheet; or
(d) file any motion, pleading, or Definitive Documents 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 Term Sheet unless such motion, pleading or Definitive Document is otherwise reasonably acceptable to Required First Lien Lenders.
