OVERVIEW OF THE RESTRUCTURING Sample Clauses

OVERVIEW OF THE RESTRUCTURING. In general, the Restructuring contemplates that: (a) The Debtors will implement the Restructuring in the Bankruptcy Court pursuant to the Plan on the terms set forth in this Term Sheet. (b) Holders of the TCEH First Lien Secured Claims will receive their Pro Rata share of (i) 100% of the Reorganized TCEH Common Stock, subject to dilution only by the Reorganized TCEH Management Incentive Plan; and (ii) 100% of the net cash proceeds from the issuance of the New Reorganized TCEH Debt. (c) Holders of General Unsecured Claims Against the TCEH Debtors (which shall include TCEH First Lien Deficiency Claims, TCEH Second Lien Note Claims, and TCEH Unsecured Note Claims) will receive their Pro Rata share of the TCEH Unsecured Claim Fund. (d) Pursuant to the EFIH First Lien Settlement, Settling EFIH First Lien Note Holders will convert their EFIH First Lien Note Claims to EFIH First Lien DIP Claims in an amount equal to the greater of (i) (A) 105% of the principal plus (B) 101% of accrued and unpaid interest at the non-default rate on such principal, through consummation of the EFIH First Lien DIP Financing (which amount shall be deemed to include the original issue discount paid in respect of the EFIH First Lien DIP Financing); and (ii) (A) 104% of the principal plus (B) accrued and unpaid interest at the non-default rate on such principal, through consummation of the EFIH First Lien DIP Financing, plus original issue discount paid in respect of the EFIH First Lien DIP Financing, it being understood that in connection with such loans, Settling EFIH First Lien Note Holders shall be entitled to interest in accordance with the EFIH First Lien DIP Financing, but shall not be entitled to any other fees (including commitment fees) paid in respect of the EFIH First Lien DIP Financing. Any other Allowed EFIH First Lien Note Claims shall receive their Pro Rata share of cash in the amount of such Claims on the Effective Date or such other treatment as permitted under section 1129(b) of the Bankruptcy Code, as mutually agreed by EFIH and the Required EFIH Unsecured Consenting Creditors. (e) Pursuant to the EFIH Second Lien Settlement, Settling EFIH Second Lien Note Holders will receive their Pro Rata share of (a) principal plus accrued and unpaid interest at the non-default rate, through consummation of the EFIH Second Lien DIP Financing; and (b) 50% of the aggregate amount of the EFIH Second Lien Makewhole Claims. Fidelity may use the proceeds it receives on account of the EF...
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OVERVIEW OF THE RESTRUCTURING. Pursuant to the Restructuring, (i) the Supporting Holders (as defined below) shall exchange the Existing Notes (as defined below) into New Second Lien Notes (as defined below) and shares of common stock (the “Common Stock”) of the Company, as contemplated by the Exchange Offer (as defined below) and (ii) certain Supporting Holders shall provide the Company with a multi-draw senior secured term loan facility (the “New Senior Loan Facility”) in an aggregate principal amount of up to $30 million on the terms set forth on Schedule 1 hereto. Other Participating Holders (as defined below) shall have the opportunity to participate in the New Senior Loan Facility on equal terms with the other Supporting Holders. The Company SAExploration Holdings, Inc. Current Capital Structure The indebtedness of the Company as of the date of this Term Sheet is as follows: • that certain Credit and Security Agreement, dated as of November 6, 2014, by and among Xxxxx Fargo Bank, N.A., as lender, SAExploration, Inc., as borrower, and the Company and the other guarantors party thereto, as guarantors, providing for, among other things, a $20 million revolving line of credit secured by the Company’s U.S. assets, including accounts receivable and equipment, subject to certain exclusions and exceptions (the “Revolving Credit Facility”); and
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OVERVIEW OF THE RESTRUCTURING. In general, the Restructuring contemplates that:
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OVERVIEW OF THE RESTRUCTURING i. The restructuring of the Company consists of the following steps (collectively, the "Restructuring"):
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Related to OVERVIEW OF THE RESTRUCTURING

  • Restructuring (a) The parties have taken or will take, and have caused or will cause their respective Subsidiaries to take, all actions that are necessary or appropriate to implement and accomplish the transactions contemplated by each of the steps set forth in the Restructuring Plan (collectively, the “Restructuring”); provided, that all of such steps shall be completed by no later than the Effective Time.

  • Pre-Closing Restructuring (a) Prior to the Principal Closing (in respect of the Principal Business Equity Interests and the Principal Business Transferred Assets) and prior to the applicable Deferred Closing (in respect of the Deferred Business Equity Interests and the Deferred Business Transferred Assets), Sapphire (i) shall use reasonable best efforts to effect, or cause the other Sellers or the Transferred Entities, at all times in accordance with applicable Law (including notifying clients and customers), to effect, all transfers and take all such actions as are necessary so that as of the Relevant Closing (A) the internal restructuring transactions set forth on Schedule 2.06(a)(i)(A), shall be consummated in the manner described on such Schedule, (B) assets, properties and businesses of the Transferred Entities that, if held by the Retained Entities, would constitute Excluded Assets (applying Section 2.03 mutatis mutandis) (collectively, the “Non-Business Assets”) shall be transferred to any of the Retained Entities and (C) except as otherwise set forth in this Agreement, any Liability of the Transferred Entities that, if a Liability of a Retained Entity, would constitute an Excluded Liability applying Section 2.05 mutatis mutandis (collectively, the “Non-Business Liabilities”) shall be assigned to any of the Retained Entities and (ii) may effect, or cause the Transferred Entities to effect, any transfer or other action as necessary to undertake any other restructurings that would not reasonably be expected, individually or in the aggregate (A) to materially interfere with, prevent or materially delay the ability of Sellers to perform their obligations under the Transaction Documents or consummate the transactions contemplated thereby, (B) to change the overall scope of the Businesses being sold to Buyer under this Agreement or the allocation of assets and Liabilities otherwise contemplated by this Agreement or (C) to result in material adverse Tax consequences to Buyer, its Affiliates or any Transferred Entities (taking into account Sapphire’s obligations pursuant to Article VI and Section 9.02) (collectively referred to as the “Restructurings”); provided, however, that (1) Restructurings that would not otherwise be permitted under the foregoing clause (ii) may be completed with the prior written consent of Buyer (not to be unreasonably withheld, conditioned, or delayed), (2) the completion of any or all such Restructurings shall not be a condition to any Closing, (3) no Restructurings (other than in a manner consistent in all material respects with that set forth on Schedules 2.06(a)(i)(A) in respect of any Brexit Assets shall be completed without the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed) and (4) with respect to UK Newco, Sapphire shall consult in good faith with Buyer regarding such Restructurings and shall consider in good faith Buyer’s reasonable comments in respect of such implementation. At Buyer’s reasonable request, Sapphire shall provide Buyer with reasonable updates from time to time on the status of the Restructurings.

  • Integration; Modification This Agreement constitutes the entire understanding and agreement between the Company and the Executive regarding its subject matter and supersedes all prior negotiations and agreements, whether oral or written, between them with respect to its subject matter. This Agreement may not be modified except by a written agreement signed by the Executive and a duly authorized officer of the Company.

  • Restructuring Transactions On the Effective Date, the Debtor, Newco, GP, Finance Co and Merger Co shall enter into the Consensual Transaction described in Section 3 of the Implementation Plan attached to the Transaction Support Agreement as Exhibit B. On the later of the Effective Date and the Merger Date, the Debtor and Merger Co will enter into a merger agreement under which the Debtor will merge with Merger Co, and following the merger, the Debtor will be the surviving and successor entity. The actions to implement this Plan and the Implementation Plan may include, in accordance with the consent rights in the Transaction Support Agreement: (a) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan and the Transaction Support Agreement and that satisfy the applicable requirements of applicable law and any other terms to which the applicable Entities may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and the Transaction Support Agreement and having other terms for which the applicable parties agree; (c) the filing of appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state or provincial law; (d) the execution and delivery of contracts or agreements, including, without limitation, transition services agreements, employment agreements, or such other agreements as may be deemed reasonably necessary to effectuate the Plan in accordance with the Transaction Support Agreement; and (e) all other actions that the applicable Entities determine to be necessary, including making filings or recordings that may be required by applicable law in connection with the Plan.

  • Divestitures Except to the extent prohibited by applicable Laws, if any BTC Recipient relinquishes Control of all or part of a business unit, or a particular function or facility of any BTC Recipient after the Effective Date (each, a “Divested Entity”), then at the request of such BTC Recipient, State Street will continue to provide the Services, including Disengagement Assistance to such Divested Entity for a period of time BTC requests, which period will not extend beyond the earlier to occur of: (a) 24 months after such entity becomes a Divested Entity; or (b) the end of the period during which State Street is required to provide Disengagement Assistance under this Agreement, at the rates and in accordance with the terms and conditions set forth in the applicable Service Modules; provided, that, such Divested Entity agrees in writing with State Street to abide by the terms and conditions of the applicable Service Module and any applicable provisions of this Agreement. The applicable BTC Recipient shall remain primarily liable for the obligations of the Divested Entity under the applicable Service Modules.

  • Hostile Acquisitions Directly or indirectly use the proceeds of any Loan in connection with the acquisition of part or all of a voting interest of five percent (5%) or more in any corporation or other business entity if such acquisition is opposed by the board of directors of such corporation or business entity.

  • Implementation Manager agrees to use diligence and to employ all reasonable efforts to ensure that the actual costs of maintaining and operating the Property shall not exceed the Operating Budget either in total or in any one accounting category. Any expense causing or likely to cause a variance of greater than ten percent (10%) or $25,000, whichever is greater, in any one accounting category for the current month cumulative year-to-date total shall be promptly explained to Owner by Manager in the next operating statement submitted by Manager to Owner.

  • Strategic Plan (1) Within sixty (60) days, the Board shall adopt, implement, and thereafter ensure Bank adherence to a written strategic plan for the Bank covering at least a three-year period. The strategic plan shall establish objectives for the Bank's overall risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital adequacy, reduction in the volume of nonperforming assets, product line development and market segments that the Bank intends to promote or develop, together with strategies to achieve those objectives and, at a minimum, include:

  • Acquisitions Acquire or agree to acquire by merging with, or by purchasing a substantial portion of the stock or assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire any assets that are material individually or in the aggregate, to its business, taken as a whole;

  • Terms of the Transaction 9 2.1 Agreement to Sell and to Purchase the Securities................ 9 2.2

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