Overview of transactions. Transactions and available funds can be viewed on the Yokoy account at any time. This is accessible via web browser or via Yokoy app.
Overview of transactions. On or after the TSA Effective Date and prior to the Petition Date, the Company Parties shall: 1. issue an 8-K disclosing entry into the Transaction Support Agreement and launch of solicitation, along with cleansing information; and 2. commence solicitation of the votes of the holders of the ABL Claims, the FILO Claims, and the Term Loan Claims necessary to approve the Plan and effectuate the Transactions. Following the entry of the Interim DIP/Cash Collateral Order and the Final DIP/Cash Collateral Order (as applicable), the DIP Lenders will provide the DIP Facility, to be comprised of upto $142 million3 DIP Term Loans, of which (i) $95 million4 shall be available upon entry of the Interim DIP/Cash Collateral Order, (ii) $12 million shall be available upon entry of the Final DIP/Cash Collateral Order, (iii) $25 million shall consist of converted trade payables into an equivalent amount of DIP Term Loans upon entry of the Interim DIP/Cash Collateral Order, and (iv) up to $10 million of an accordion facility (the “Accordion Facility”), which is not yet committed and such commitment is solely dependent on participation from either non-members of the Ad Hoc Group (as defined in the TSA) who are holders of Term Loan Claims or third parties5 on the terms set forth in the DIP Facility Documents, shall be available upon entry of the Final DIP/Cash Collateral Order to the extent committed. The DIP Facility will be backstopped by the DIP Backstop Parties and offered pro rata to all holders of Term Loan Claims in accordance with the terms set forth herein and in the Transaction Support Agreement. Pursuant to the Transactions, on the Plan Effective Date: 1. the $500 million ABL Facility shall be, at the Company Parties’ option, (i) with the consent of the Required DIP Lenders and the FILO Term Loan Agent, refinanced or (ii) assumed and remain outstanding, in accordance with the Exit ABL/FILO Facility Amendment; 2. the $100 million FILO Term Loans shall be assumed and remain outstanding in accordance with the Exit ABL/FILO Facility Amendment;
Overview of transactions. Company Parties A list of the Company Parties is attached to the Transaction Support Agreement as Exhibit A. Debtors A list of Debtors is attached to the Transaction Support Agreement as Exhibit C. Venue United States Bankruptcy Court for the District of New Jersey (the “Bankruptcy Court”). Implementation The Transaction Support Agreement contemplates that the Transactions will be consummated pursuant to the Definitive Documents through the Sale Transaction (as defined below) and effectuation of a chapter 11 plan (the “Plan”), which shall be consistent in all respects with the terms of this Transaction Term Sheet and otherwise reasonably acceptable to the Required Consenting Stakeholders, through voluntary cases to be commenced by the Debtors under the Bankruptcy Code in the Bankruptcy Court. The Transactions will be effectuated through a sale of all or some of the Debtors’ assets and/or equity on terms and conditions reasonably acceptable to the Required Consenting Stakeholders (the “Sale Transaction”), as more fully described below. Following entry into the Transaction Support Agreement, the Company shall continue its pre-petition sale and marketing process (the “Sale Process”) to solicit bids for the Sale Transaction in accordance with the Milestones, Bidding Procedures, and other terms set forth in the Transaction Support Agreement and the Transaction Term Sheet. The Sale Process shall be conducted in a form and manner reasonably acceptable to the Required Consenting Stakeholders. The Sale Transaction and the Plan solicitation process shall generally be conducted in accordance with the procedures and timeline set forth herein and in the Bidding Procedures, which shall be in form and substance reasonably acceptable to the Required Consenting Stakeholders. The Bidding Procedures and all other applicable documents shall provide that the 2028 Senior Secured Noteholders shall have the right to, and may in their sole and absolute discretion, credit bid all or any 2028 Senior Secured Notes Claims in connection with the Sale Transaction. The Debtors and the Required Consenting Stakeholders shall negotiate in good faith with respect to an amount of cash to remain in the Debtors’ estates and a wind-down budget for purposes of an orderly wind down process of the Debtors’ estates following the consummation of the Sale Transaction (the “Wind-Down Budget”), which shall be reasonably acceptable to the Debtors and the Required Consenting Stakeholders.
Overview of transactions. Subject to the terms and conditions set forth in this Agreement:
Overview of transactions. On the Closing Date (as herein defined), ADM will purchase from MCP and MCP will issue to ADM nonvoting units of equity participation of MCP (the "ADM Units"), subject to, and upon the terms and conditions contained in, this Agreement. The foregoing transactions are referred to collectively herein as the "Transactions."
Overview of transactions. This Master Agreement is part of the Collaboration Agreement between Genzyme and Alnylam under which the Parties are Developing and Commercializing ALN-TTR02 and ALN-TTRsc and under which Alnylam has granted Genzyme various Options to obtain licenses to Develop and Commercialize siRNAs generated by Alnylam’s Core Pipeline Programs, subject to the terms and conditions of this Master Agreement. As of the Effective Date, the Collaboration Agreement shall supersede and replace the Historical TTR Agreement pursuant to which Alnylam granted Genzyme certain exclusive licenses and other rights with respect to ALN-TTR02 and ALN-TTRsc in certain Asian countries. The Collaboration Agreement consists of: (a) this Master Agreement; (b) the Regional License Terms, which are attached to this Master Agreement as Appendix A; (c) the Co-Co License Terms, which are attached to this Master Agreement as Appendix B; (d) the Global License Terms, which are attached to this Master Agreement as Appendix C; and (e) the schedules and exhibits attached to each of the foregoing. As of the Effective Date, ALN-TTR02 shall be a Regional Licensed Product and, as such, shall be governed by this Master Agreement and the Regional License Terms. As of the Effective Date, ALN-TTRsc shall be a Co-Co Licensed Product and, as such, shall be governed by this Master Agreement and the Co-Co License Terms. This Master Agreement includes, among other things, the terms of the various Options granted to Genzyme (i.e., the Regional Option, the 2019 Trailing Regional Option, the 2021 Trailing Regional Option, the Co-Co/Global Option, the Global Option, the Additional Global Option and the Trailing Global Option), and the process for exercising such Options. The Master Agreement sets forth, among other things, the Parties’ obligations to one another with respect to the Core Pipeline Programs during the period when Genzyme may exercise such Options. This Master Agreement also contains certain terms and conditions that are applicable to all of the “Collaboration Products” (i.e., siRNAs with respect to which Genzyme exercises one of its Options) after Genzyme exercises an Option with respect to any such Collaboration Product. For example, the Master Agreement describes portions of the overall governance structure for the Collaboration and also includes manufacture and supply terms, payment terms, confidentiality and publication provisions, indemnification, limitations of liability, insurance requirements, pro...
Overview of transactions. Upon satisfaction of the conditions set forth herein, the following transactions shall be effectuated concurrently on December 6, 2012 (the “Closing Date”) but will be deemed to occur in the order set forth below (individually, each a “Transaction”, and collectively, the “Transactions”):
