Other Key Terms. The Project Agreement contains a number of other key terms, including: a)
Other Key Terms. Mutual Releases, Third Party Releases and Exculpation The Plan shall include usual and customary releases, including but not limited to, (a) mutual releases by and among the Debtors and the Consenting Lenders and each of their respective former and present officers, directors, agents, investors, attorneys, advisors, employees, shareholders, predecessors, successors, representatives, assigns, and affiliates (collectively, the “Released Parties”) and (b) releases for the benefit of the Released Parties by all holders of claims and interests, in each case to the fullest extent permitted under applicable law, other than claims or liabilities arising out of or relating to any act or omission of a Released Party that is determined in a final order by a court of competent jurisdiction to constitute bad faith, fraud, willful misconduct, knowing violation of law or gross negligence. In addition, the Plan shall include usual and customary exculpation provisions, which shall, among other things, exculpate the Debtors and all professionals and each of their respective former and present officers, directors, agents, investors, attorneys, advisors, employees, shareholders, predecessors, successors, representatives, assigns, and affiliates with respect to any act or omission in connection with, relating to, or arising out of the Restructuring, including but not limited to the Chapter 11 Cases, to the fullest extent permitted under applicable law, other than claims or liabilities arising out of or relating to any act or omission of a Released Party that is determined in a final order by a court of competent jurisdiction to constitute bad faith, fraud, willful misconduct, knowing violation of law or gross negligence. Reorganized AAC Equity Interests If a Reorganization Transaction is consummated, on the Effective Date, Reorganized AAC Holdings, Inc. (“Reorganized AAC”) shall issue new common stock or units (the “Reorganized AAC Equity Interests”) in accordance with the terms of the Plan and the new organizational documents, without the need for any further corporate or shareholder action. The Reorganized AAC Equity Interests shall not be registered under the Securities Act, and shall not be listed for public trading on any securities exchange. None of the Reorganized Debtors will be a reporting company under the Exchange Act. The Reorganized AAC Equity Interests and the New Warrants will be issued pursuant to section 1145 of the Bankruptcy Code and be freely transferrable ...
Other Key Terms. 4.1 Correction Period Start Date: Pursuant to Article 20, Section 20.1, the one-year correction of Work period shall commence upon [the date Contractor achieves Substantial Completion of the Work] [the date Contractor achieves Final Completion of the Work] [the date the applicable Governmental Authority issues a final Certificate of Occupancy for the entire Work].
Other Key Terms. Tax Structure The Restructuring will be effectuated and structured in a tax-efficient manner acceptable to the Company and the Required Consenting Stakeholders. Disputed Claims The Debtors shall consult and cooperate in good faith with the Consenting Stakeholders and their advisors with respect to the treatment and resolution of any material disputed claims asserted against the Debtors, which treatment and resolution shall be subject to the consent of the Required Consenting Stakeholders. Wind-Down Debtors Following the Plan Effective Date, the Debtors shall wind-down the Debtors’ estates, reconcile disputed Claims and Interests, and distribute any remaining assets of the Estates in accordance with the terms of the Plan. On and after the Plan Effective Date, the Debtors that continue in existence after the Plan Effective Date (the “Wind-Down Debtors”) may, in the name of the Debtors or Wind-Down Debtors, take any and all appropriate actions consistent with the Plan without supervision or approval by the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or the Bankruptcy Rules, other than any restrictions expressly imposed by the Plan or the Confirmation Order. Without limiting the foregoing, the Wind-Down Debtors may pay all reasonable fees, costs, and expenses of the Wind-Down Debtors without further notice to Creditors or Holders of Interests or approval of the Bankruptcy Court up to the amounts set forth in the Wind-Down Budget. All fees and expenses incurred by the professionals retained by the Wind-Down Debtors following the Plan Effective Date shall be paid by the Wind-Down Debtors up to the amounts set forth in the Wind-Down Budget. In the event there are unused funds remaining in the Wind-Down Budget upon the winding down of the Debtors or remaining in any reserves funded pursuant to the Plan following satisfaction of all claims on account of which such reserves were established, such funds shall be made available for distribution pursuant to the Plan. Discharge, Release, Injunction, and Exculpation The Plan shall include customary release, exculpation, and injunction provisions for the benefit of the Debtors, the 2028 Senior Secured Notes Agent, and the 2028 Senior Secured Noteholders and each of their respective related parties, which provisions shall be substantially in the form attached hereto as Annex 1. Milestones The Company shall comply with the following Milestones (each of which may be extended by the parties in writing...
Other Key Terms. The Company agreed to share ownership jointly with Shanghai Pharmaceuticals over the patents and the rights to patent application relating to Such Pharmaceuticals within the Region for Cooperation and complete the change of registration for the relevant patents and patent application rights or jointly apply for patents from and including the day on which Shanghai Pharmaceuticals pays (on a cumulative basis) 50% of the preliminary research and development expenses of Such Pharmaceuticals after the signing of the Strategic Cooperation Agreement. Intellectual property rights (unlimited by the Region for Cooperation) arising from the joint research and development after the entry of the Strategic Cooperation Agreement shall be shared by both parties. If any such intellectual property right is eligible for the application for patents (unlimited by the Region for Cooperation), both parties shall have joint ownership over such patents and the rights to such patent application; if patent application is not available at the relevant time, both parties shall jointly own such new proprietary technology. The ownership and interest of the certificate of new drugs relating to Such Pharmaceuticals shall be jointly owned by both parties. Each party shall be entitled to 50% of the revenue of Each Pharmaceutical within the Region for Cooperation. Details of the allocation of revenue shall be separately agreed between both parties through negotiations prior to the commencement of production and sales of Each Pharmaceutical. Having considered that (i) the terms and conditions of the Strategic Cooperation Agreement were entered into after arm-length negotiation between the parties; (ii) each party is entitled to 50% of the revenue of the Each Pharmaceutical within the Region for Cooperation; (iii) the parties share ownership jointly over the patents and rights to patent application relating to Such Pharmaceuticals within the Region for Cooperation; and (iv) the parties share the intellectual property rights arising from the joint research and development after the entry of the Strategic Cooperation Agreement, the Board is of the view that the allocation of the research and development expenses as to 80% by Shanghai Pharmaceuticals and as to 20% by the Company was entered into on normal commercial terms or better, and is fair and reasonable and in the interests of the Company and its Shareholders as a whole. Information relating to Such Pharmaceuticals for research and developm...
Other Key Terms. Securities Laws Matters In the case of a Recapitalization Transaction, to the extent applicable, on the Plan Effective Date, Reorganized Vertex shall issue New Common Stock in accordance with the terms of the Plan. Any New Common Stock issued under the Plan will be issued (a) to the fullest extent permitted and applicable, without registration under the Securities Act or similar federal, state, or local laws in reliance on the exemption set forth in section 1145 of the Bankruptcy Code or (b) to the extent section 1145 of the Bankruptcy Code is not permitted or applicable, pursuant to other applicable exemptions under the Securities Act. For the avoidance of doubt, New Common Stock underlying the Management Incentive Plan (as defined herein), will not be issued in reliance on section 1145 of the Bankruptcy Code. Management Incentive Plan If the Recapitalization Transaction occurs, Reorganized Vertex will reserve a pool of up to 10% of the New Common Stock for a post-emergence management incentive plan (the “Management Incentive Plan”) for management employees of the Reorganized Debtors. The awardees, terms, and conditions of the Management Incentive Plan shall be determined by the board of the Reorganized Debtors. Employment Obligations The Parties consent to the continuation of the Debtors’ wages, compensation, and benefits programs according to existing terms and practices, including executive compensation programs and any motions in the Bankruptcy Court for approval thereof; provided, however, that (x) no increase in base compensation and regular course incentive opportunities or special, additional or supplemental cash compensation or bonuses, in each case, for Named Executive Officers and Directors (as defined in the Term Loan Agreement) shall be approved, adopted or ratified after the execution of the RSA, (y) no key employment agreement, director compensation arrangement, severance agreement, employee retention plan, management incentive plan or equity, equity-based and/or cash incentive plan or similar arrangement or agreement, in each case, with respect to Named Executive Officers and Directors, will be approved, adopted, amended, modified or ratified after the execution of the RSA and (z) no vesting will be discretionarily accelerated under any equity, equity-based, and/or cash incentive plan after the execution of the RSA, in each case, unless (1) approved by (a) the CRO and (b) all independent directors of the Board, (2) the disbursements associ...
Other Key Terms. Intellectual property rights of Target Drug during the period of the Research Cooperation Agreement shall be jointly shared by both parties. Relevant legal procedures of right transfer of intellectual property rights such as patents applied or obtained by the Company shall be completed within three months upon the execution of the Renewal Agreement. Intellectual property rights (not subject to the Region for Cooperation) arising from the joint research and development after the execution of the Renewal Agreement shall be shared by both parties. If any such intellectual property right is eligible for the application for patents (not subject to the Region for Cooperation), both parties shall have joint ownership over such patents and the rights to such patent application; if patent application is not available at the time being, both parties shall jointly own such new proprietary technology. The ownership of and interest relating to the new drug certificate of Target Drug shall be jointly owned by both parties. Each party shall be entitled to 50% of the revenue of Target Drug within the Region for Cooperation. Details of the revenue allocation shall be separately agreed and determined between both parties through negotiations upon the expiration of the Renewal Agreement or prior to the commencement of production and sales of Target Drug. Having considered that (i) the terms and conditions of the Renewal Agreement were entered into between the parties after arm-length negotiation; (ii) each party is entitled to 50% of the revenue of Target Drug within the Region for Cooperation; (iii) both parties shall share the ownership jointly over the patents and rights to patent application relating to Target Drug; and (iv) both parties shall share the intellectual property rights arising from the joint research and development after the execution of the Renewal Agreement, the Board is of the view that the arrangement of research and development expenses borne as to 50% by Xxxxxxxx Xxxxxxxx and as to 50% by the Company was entered into on normal commercial terms or better, and is fair and reasonable and in the interests of the Company and the Shareholders as a whole.
Other Key Terms. It is mutually agreed that MRL will assign all its rights under the Loan Agreement to its wholly owned subsidiary, Pokka HK upon Closing. The parties shall procure Pokka HK to consent to such assignment and pay MRL all facility drawn by Ms. Xxxxxxx Xxxx under the Loan Agreement as consideration of such assignment.
Other Key Terms. Restructuring Documents All Restructuring Documents shall be consistent in all respects with the Restructuring Support Agreement and this Restructuring Term Sheet. The Plan Supplement shall also contain a “Description of Restructuring Transactions” which shall include a description of the transaction steps to be implemented to effectuate the Restructuring, including any changes to the corporate and/or capital structure of the Reorganized Debtors (to the extent known) to be made on the Effective Date, as determined by the Debtors with the reasonable consent of the Requisite Consenting Creditors except to the extent otherwise expressly set forth herein. For the avoidance of doubt, changes to the corporate and/or capital structure may include, but are not limited to, (i) the conversion of one or more of the Debtors into corporations, limited liability companies or partnerships, (ii) the creation of one or more newly formed Entities and/or holding companies with respect to the Reorganized Debtors, (iii) the issuance of intercompany liabilities and/or intercompany equity, and (iv) any “election” that may be made for United States federal income tax purposes. Critical Vendors The Debtors will treat certain holders of General Unsecured Claims as “critical vendors” pursuant to first-day orders, subject to the terms of the DIP Facilities. Milestones The Debtors shall comply with the milestone deadlines set forth on Exhibit 2 attached hereto.
Other Key Terms. No Rollover Holder shall be required to make any additional capital contribution “Fair Market Value” of an asset for purposes of the Opco LLCA (including in respect of distributions whether before or as part of liquidation) will mean the amount which would be received in an all-cash sale of such asset in an arms-length transaction with a willing unaffiliated third party (without liquidity or minority or similar discounts) and otherwise as customarily defined and shall be subject to an appraisal right of the Rollover Holders in the event of a dispute At all times, Parent shall reserve and keep available out of its authorized but unissued shares or units (i) the number of shares or units, as applicable, of Parent Common Stock and Parent Series C Preferred Units as would be issuable upon exchange of all Units by all Rollover Holders (in all cases assuming both that the Conversion Approval occurs and that it does not occur) and (ii) the additional units of Parent Series B Preferred Units that would be issued in connection with the conversion of the Series C-2 Preferred Units to Class B Units as described above
