Note Guaranty Claims Sample Clauses

Note Guaranty Claims. Each holder of OpCo Note Guaranty Claims shall be entitled receive on account of its Allowed OpCo Note Guaranty Claims against HoldCo its pro rata share of (i) on a fully diluted based after giving effect to the Incremental Term Loan Guaranty Waiver, the HoldCo Creditor New Common Share Pool (which shares shall be subject to dilution for the Management Incentive Plan (defined below) and the New Warrants (defined below)); provided, however, that if holders of at least two-thirds in amount and one-half in number of the Allowed HoldCo Note Claims that timely vote on the Plan vote in favor of the Plan, the OpCo Noteholders agree to waive the right to receive such distribution (the “OpCo Note Guaranty Waiver”); and (ii) the HoldCo Litigation Proceeds (defined below). Holders of OpCo Note Guaranty Claims shall on account of their Allowed OpCo Note Guaranty Claims against Nomac, PTL, Great Plains, PTL Prop, LandCo and SSE Leasing receive the treatment set forth for Allowed OpCo Note Claims. Allowed in the aggregate principal amount of at least $650 million plus accrued interest, fees and expenses. Impaired - Entitled to Vote HoldCo Note Claims: On the Effective Date, all of the HoldCo Notes shall be cancelled. If holders of at least two-thirds in amount and one-half in number of the Allowed HoldCo Note Claims that timely vote on the Plan vote in favor of the Plan, each HoldCo Noteholder shall receive on account of its Allowed HoldCo Note Claims its pro rata share of (i) the HoldCo Creditor New Common Share Pool (after giving effect to the Incremental Term Loan Guaranty Waiver and the OpCo Note Guaranty Waiver) (which shares shall be subject to dilution for the Management Incentive Plan (defined below) and/or the New Warrants (defined below)) (ii) warrants to purchase 15% of the New HoldCo Common Shares, with a strike price at a total equity value of $524 million upon and after the consummation of the Restructuring, which warrants shall be exerciseable at any time from the Effective Date until the five (5) year anniversary thereof (the “New A Warrants”) and (ii) the HoldCo Litigation Proceeds (defined below). If holders of at least two-thirds in amount and one-half in number of the Allowed HoldCo Note Claims that vote on the Plan do not vote in favor of the Plan (or no HoldCo Noteholders vote at all), each HoldCo Noteholder shall receive on account of its Allowed HoldCo Note Claims its pro rata share of (i) the HoldCo Creditor New Common Share Pool (after giving e...