OTHER TERMS OF THE RESTRUCTURING. Definitive Documents The material documents implementing the Restructuring (collectively, the “Definitive Documents”) shall be consistent with this Term Sheet and the Restructuring Support Agreement and otherwise acceptable to the Company, the Required First Lien Lenders and, solely with respect to the economic treatment provided on account of the Second Lien Claims, reasonably acceptable to the Required Second Lien Lenders. Executory Contracts and Unexpired Leases In connection with the Plan, the Debtors shall seek to reject, pursuant to, inter alia, section 365 of the Bankruptcy Code, those executory contracts and unexpired leases that may be mutually agreed upon by the Debtors and the Required First Lien Lenders and set forth on a schedule to be included in the Plan Supplement (the “Rejection Schedule”). As of and subject to the occurrence of the Plan Effective Date, all executory contracts and unexpired leases to which the Debtors are party shall be deemed assumed unless such executory contract or unexpired lease (a) was previously assumed or rejected pursuant to a final order of the Bankruptcy Court, (b) is specifically listed on the Rejection Schedule, or (c) is the subject of a separate motion filed by a Debtor, with the reasonable consent of the Required First Lien Lenders, for assumption or rejection under section 365 of the Bankruptcy Code. The Debtors shall use commercially reasonable efforts to provide the Ad Hoc Groups and their advisors with all reasonable information needed to analyze a decision to assume or reject an executory contract or unexpired lease, and the Debtors will not make any such decision without first obtaining the consent of the Required First Lien Lenders. Insurance Policies All insurance policies and contracts for directors’ and officers’ liability maintained by the Debtors, including any directors’ and officers’ “tail policy” (collectively, the “D&O Liability Insurance Policies”) shall be treated as if they were executory contracts that are assumed under the Plan. Confirmation of the Plan shall not discharge, impair, or otherwise modify any indemnity obligations assumed by the foregoing assumption of the D&O Liability Insurance Policies, and each such indemnity obligation shall
OTHER TERMS OF THE RESTRUCTURING. Case Financing The Chapter 11 Cases will be financed by existing cash and use of cash collateral on terms and conditions subject to the reasonable consent of the Required Supporting Unsecured Noteholders and the Governmental Plaintiff Ad Hoc Committee and any cash collateral order will provide that any periods in which creditors are required to challenge any Debtor stipulations or claims against any of the Debtors (including the claims of lenders/bondholders) shall automatically be tolled with respect to the Supporting Governmental Opioid Claimants while the RSA remains in effect with respect to the Supporting Governmental Opioid Claimants. Any such challenge periods applicable to a Supporting Governmental Opioid Claimant would begin to run only after termination of the RSA by or against such Supporting Governmental Opioid Claimant.
OTHER TERMS OF THE RESTRUCTURING. Rights Offering In connection with the solicitation and effectuation of the Plan, the Debtors shall develop and pursue a rights offering for the Reorganized Securities (the “Rights Offering”) in an amount and, if applicable, at a discount to Plan equity value (and with dilutive terms, including on account of the Management Incentive Plan) to be acceptable to the Required Consenting Noteholders. The terms, structure, timing and solicitation process for the Rights Offering shall be set forth in the Plan. The proceeds from the Rights Offering shall be used to fund required cash distributions under the Plan and for general corporate purposes of the Reorganized Company.
OTHER TERMS OF THE RESTRUCTURING. New Money Rights Offering The Company will conduct a $[100] million new money rights offering (the “New Money Rights Offering”) pursuant to the Plan on terms and conditions and in a form of security to be negotiated in good faith and acceptable to the Debtors and the Required Participating Noteholders in their sole and absolute discretion. oProceeds of the New Money Rights Offering will be used to pay down the XXXX RBL and for general corporate purposes oInvestment rights will be offered ratably to XXXX Noteholders oThe New Money Rights Offering will be backstopped by a commitment (the “Backstop”) from certain Participating Noteholders, subject to terms, conditions, and documentation negotiated in good faith and acceptable to the Debtors and the Backstop Parties. Upon execution of the Backstop, the Debtors shall promptly (and in no event no more than five Business Days thereafter) file a motion seeking authority to enter into the Backstop and pay the fees and expenses associated therewith New Revolving Credit Facility The Plan will provide for a new first-priority RBL credit facility, on terms and conditions reasonably acceptable to the Company and the Participating Noteholders (the “New Revolving Credit Facility”), provided that the collateral shall be substantially all of the assets securing the existing XXXX RBL. Proceeds of the New Revolving Credit Facility will be used to pay down the existing XXXX RBL and for general corporate purposes Caliber Midstream Services Agreements Within three Business Days of the Petition Date, XXXX shall (a) move to reject the Specified Caliber Agreements under section 365 of the Bankruptcy Code and (b) use commercially reasonable efforts to (i) remove and transfer the civil action commenced by Caliber in North Dakota state court on or about May 26, 2016 (the “Caliber
OTHER TERMS OF THE RESTRUCTURING. 57 Restructuring Transactions The Confirmation Order shall be deemed to authorize, among other things, all actions as may be necessary or appropriate to effectuate any transactions described in, approved by, contemplated by or necessary to consummate the Plan and the Restructuring Transactions, and to take certain preparatory actions (including but not limited to the Structuring Considerations) prior to the Plan Effective Date. On the Plan Effective Date, Reorganized NCM shall issue all securities, notes, instruments, certificates and other documents required to be issued pursuant to the Plan, the Restructuring Transactions and the Structuring Considerations. Executory Contracts and Unexpired Leases The Plan will provide that any executory contracts and unexpired leases that are not rejected as of the Plan Effective Date, either pursuant to the Plan or a separate motion, shall be deemed assumed by NCM.
OTHER TERMS OF THE RESTRUCTURING. Executory Contracts and Unexpired Leases Except as otherwise provided in this Term Sheet or the Restructuring Support Agreement, the Debtors shall assume all executory contracts and unexpired leases other than those to be identified on a schedule of rejected contracts included in the Plan Supplement, which shall be consistent with the Restructuring Support Agreement and this Term Sheet, including as specified in “Employee Matters” and “Indemnification of Prepetition Directors, Officers, Managers, et al.” The schedule of rejected contracts included in the Plan Supplement shall be acceptable to the Debtors and reasonably acceptable to the Required Consenting Noteholders.
OTHER TERMS OF THE RESTRUCTURING. Case Financing The Chapter 11 Cases will be financed by existing cash and use of cash collateral on terms and conditions subject to the reasonable consent of the Required Supporting Unsecured Noteholders, the Required Supporting Term Lenders, the Governmental Plaintiff Ad Hoc Committee, and the MSGE Group and any cash collateral order will provide that any periods in which creditors are required to challenge any Debtor stipulations or claims against any of the Debtors (including the claims of lenders/bondholders) shall automatically be tolled with respect to the Supporting Governmental Opioid Claimants while the RSA remains in effect with respect to the Supporting Governmental Opioid Claimants. Any such challenge periods applicable to a Supporting Governmental Opioid Claimant would begin to run only after termination of the RSA by or against such Supporting Governmental Opioid Claimant.
OTHER TERMS OF THE RESTRUCTURING. Executory Contracts and Unexpired Leases All of the Debtors’ executory contracts and unexpired leases shall be assumed as of the Plan Effective Date other than those identified on a schedule of rejected contracts or leases to be filed as part of a Plan supplement as determined by Pyxus, with the reasonable consent of Required Consenting Second Lien Noteholders and in consultation with the Consenting First Lien Noteholders.
OTHER TERMS OF THE RESTRUCTURING. Organizational and Governance Matters Corporate governance for Reorganized WPG, including charters, bylaws, operating agreements or other organizational documents, as applicable, shall be consistent with a New Governance Term Sheet containing terms to be acceptable to the Plan Sponsor. Reorganized WPG shall not be subject to any reporting requirements promulgated by the United States Securities and Exchange Commission (the “SEC”). Board of Reorganized Company The initial board of directors of Reorganized WPG (the “New Board”) shall be selected by the Plan Sponsor and shall include the chief executive officer of Reorganized WPG.
OTHER TERMS OF THE RESTRUCTURING. Organizational and Governance Matters Corporate governance for Reorganized CRC, including charters, bylaws, operating agreements or other organizational documents, as applicable, shall be consistent with the Governance Term Sheet attached hereto as Annex F, this Term Sheet and section 1123(a)(6) of the Bankruptcy Code and shall satisfy the consent rights set forth in the RSA. Board of Reorganized Company The initial board of directors of Reorganized CRC (the “New Board”) shall be designated as set forth in the Governance Term Sheet prior to the Plan Effective Date and shall be subject to compliance with NYSE listing standards (if applicable) and other applicable laws and rules. The Chief Executive Officer shall be included as a member of the New Board.
