PLAN CONSIDERATION Clause Samples
The PLAN CONSIDERATION clause defines the process and criteria by which submitted plans, proposals, or designs are reviewed and evaluated by the relevant party, typically the client or project owner. In practice, this clause outlines the timeframe for review, the standards or benchmarks that must be met, and the steps for approval, rejection, or requesting modifications. Its core function is to ensure that all submitted plans are systematically assessed for compliance with project requirements, thereby promoting transparency and reducing the risk of misunderstandings or delays in project execution.
PLAN CONSIDERATION. Plan Equity Consideration The Reorganized Parent’s equity capitalization, as of the Effective Date, shall consist of: shares of common stock, par value $0.00001 per share (the “Reorganized Parent Common Stock”); shares of participating preferred stock, par value $0.00001 per share (the “Reorganized Parent Participating Preferred Stock”); and rights to purchase the Reorganized Parent Common Stock pursuant to the Warrants (as defined below) and the New Equity Incentive Plan (as defined below). Rights Offering As part of the Restructuring, there shall be a rights offering (the “Rights Offering”) as described in the Rights Offering Term Sheet attached hereto as Exhibit 2 (the “Rights Offering Term Sheet”). Defined terms used herein relating to the Rights Offering have the meanings set forth in the Rights Offering Term Sheet. Plan Consideration The Plan Consideration consists of (i) 100% of the Plan Equity Consideration and (ii) 100% of the Rights Offering.
PLAN CONSIDERATION. Plan Equity Consideration The Plan Equity Consideration consists of 100% of the Reorganized Verso2 Common Equity distributed as of the Effective Date before giving effect to any dilution caused by the Plan Warrants and the New Equity Incentive Plan. Plan Warrants Warrants for 5% of Reorganized Verso Common Equity on a fully diluted basis (subject to dilution for the New Equity Incentive Plan), with a strike price of $1.04 billion equity value. The Warrants shall have a seven (7) year term, have customary protection in the event of a change of control after the Effective Date but prior to such full seven-year term and be subject to customary adjustment based on any future dividends and distributions.
PLAN CONSIDERATION. (a) Subject to this clause 4.2, Coeur covenants to Palmarejo that in consideration of the transfer to Canadian Bidco of each Plan Share under the terms of the Plan, Coeur will cause Canadian Bidco to accept such transfer and provide the Plan Consideration to the Plan Shareholders in accordance with the terms of the Plan.
(b) Subject to customary provisions which address share splitting or division in an attempt to obtain advantage by reference to rounding, any fractional entitlement of a Palmarejo Shareholder to a Coeur Share as part of the Plan Consideration will be rounded up in the case of any entitlement to half or more of a Coeur Share or otherwise rounded up or down to the nearest whole number of Coeur Shares. Any fractional entitlement of a Palmarejo Shareholder to a cent will be rounded up in the case of any entitlement to half of a cent or otherwise rounded up or down to the nearest cent; provided that if a Palmarejo Shareholder is entitled to less than one cent, such Palmarejo Shareholder shall be entitled to receive one cent.
(c) Where a Palmarejo Shareholder is an Ineligible Overseas Shareholder in relation to the issue of Coeur Shares, the number of Coeur Shares to which the Palmarejo Shareholder would otherwise be entitled under the Plan will be issued to a nominee appointed by agreement between Palmarejo and Coeur who will sell those Coeur Shares as soon as practicable and in any event not more than 28 days after the Effective Date (at the risk of that Ineligible Overseas Shareholder) and remit to Palmarejo the proceeds received, after deducting any applicable brokerage, costs, taxes and charges, to that Ineligible Overseas Shareholder in full satisfaction of that Ineligible Overseas Shareholder’s rights in relation to Coeur Shares under the Plan.