Recapitalization Transaction. The Recapitalization Transaction Terms as agreed among the Parties are set forth in the Term Sheet, which is incorporated herein and made a part of this Support Agreement, and in this Support Agreement. In the case of a conflict between the provisions contained in the main body of this Support Agreement and the Term Sheet, the provisions of the main body of this Support Agreement shall govern. In the case of a conflict between the provisions contained in the text of this Support Agreement (including the Schedules hereto) and the Plan, the terms of the Plan shall govern.
Recapitalization Transaction. In the event of a Recapitalization Transaction, the Administrator shall be entitled to make the adjustments described in Section 7(b) of the Plan with respect to the Stock Option (or any portion thereof) and with respect to any Shares acquired upon the exercise of the Stock Option as if such Shares were shares of Stock underlying an Award.
Recapitalization Transaction. The Recapitalization Transaction shall have been consummated in all material respects pursuant to its terms.
Recapitalization Transaction. On and subject to the terms and conditions of this Agreement, the Parties will consummate the following transactions at the Closing:
(i) The New Subsidiary shall redeem from MHE shares of the New Subsidiary's capital stock, the proceeds of which shall be used by MHE as partial funding for the transactions described in Sections 2(a)(ii) and (iii) below.
(ii) MHE shall redeem from HarnCo for a price of $282 million:
(A) that number of MHE Class C Preferred Shares (currently estimated to be 1,600 MHE Class C Preferred Shares) equal to the product of (x) 30,000 and (y) the Financing Shares Ratio; and
(B) that number of MHE Common Shares (currently estimated to be 88,176 MHE Common Shares) equal to 88,679.245 less (x) the number of MHE Class C Preferred Shares redeemed pursuant to Section 2(a)(ii)(A) above (currently estimated to be 1,600 MHE Class C Preferred Shares) multiplied by (y) $1,000 divided by (z) $3,180. The price paid pursuant to this Section 2(a)(ii) (the "Redemption Price") shall be payable by wire transfer of immediately available funds.
(iii) MHE shall pay to HarnCo $5 million in immediately available funds as an estimate of the adjustment to the Redemption Price to be made pursuant to Section 2(d) hereof (the "Estimated Purchase Price Adjustment").
(iv) MHE shall redeem from HarnCo that number of MHE Common Shares (currently estimated to be 1,488 MHE Common Shares) equal to 1,572.327 multiplied by the difference of (a) 1 (one) less (b) the Financing Shares Ratio, in exchange for MHE Class B Preferred Shares having a face value (currently estimated to be $4,733,333) of $5.0 million multiplied by the difference of (a) 1 (one) less (b) the Financing Shares Ratio.
(v) Investor shall purchase from HarnCo:
(A) 7,547.170 MHE Common Shares for $24 million;
(B) that number of MHE Common Shares (currently estimated to be 503 MHE Common Shares) equal to (x) 9,433.962 multiplied by (y) the Financing Shares Ratio, in exchange for that amount (currently estimated to be $1.6 million) equal to the product of (a) $30 million and (b) the Financing Shares Ratio; and
(C) that number of MHE Class C Preferred Shares (currently estimated to be 28,400) equal to 30,000 MHE Class C Preferred Shares times the difference of (x) 1 (one) less (y) the Financing Shares Ratio, in exchange for that amount equal to the product of (a) $1,000 and (b) the number of MHE Class C Preferred Shares purchased by Investor pursuant to this Section 2(a)(v)(C). The cash price paid pursuant t...
Recapitalization Transaction. Implementation The Recapitalization Transaction shall be implemented pursuant to a plan of arrangement (a "Plan") to be filed under the Canada Business Corporations Act ("CBCA"). Recapitalization Transaction Summary Conditional upon and concurrent with the completion of the Recapitalization Transaction, the Company shall complete the New Financing (as defined below). The Recapitalization Transaction shall provide that, pursuant to the Plan: (a) Each Senior Unsecured Noteholders shall receive its pro rata share (based on face value of the Senior Unsecured Notes) of 86% of the Pro Forma Common Shares; (b) Each Early Consenting Noteholder shall receive its pro rata share (based on face value of the Senior Unsecured Notes of all Early Consenting Noteholders) of 6% of the Pro Forma Common Shares; and (c) The Existing Shareholders shall retain their Common Shares, subject to dilution based on the New Shares, and subject further to the Share Consolidation, which shall equal 8% of the Pro Forma Common Shares, following the Effective Time; in each case, as described in greater detail below, and subject to dilution for the Backstop Shares. New Financing The Company shall carry out a new financing of $60 million aggregate principal amount of New 1.5 Lien Notes (the "New Financing"), issued as set out in a separate New 1.5 Lien Notes Term Sheet, and in accordance with applicable securities laws and under applicable exemptions from prospectus and registration requirements. In connection with the New Financing, pursuant to the Commitment Letter, a backstop commitment fee in the amount of approximately $1.5 million shall be payable to the Commitment Parties through the issuance of new Common
1. RECAPITALIZATION TRANSACTION Shares at the Conversion Price (as defined in the New 1.5 Lien Notes Term Sheet) (the "Backstop Shares").
Recapitalization Transaction. Documentation The Company and its advisors will work cooperatively with the Majority Initial Consenting Noteholders and the Initial Commitment Parties and their respective advisors to prepare and finalize all Definitive Documents (including, without limitation, all Court documents and the Plan) required to implement the Recapitalization Transaction. Timeline for Implementation The actions necessary to structure and implement the Recapitalization Transaction will be completed by the Company in accordance with the timelines for the Milestones (as defined in the Support Agreement). Releases Those releases contemplated by the Support Agreement shall be provided or effective at closing of the Recapitalization Transaction.
Recapitalization Transaction. Public Announcements All public announcements in respect of the Recapitalization Transaction shall be made in accordance with the terms of the Support Agreement and the Commitment Letter. Governing Law This Term Sheet, the Support Agreement and any other agreement necessary to implement the Recapitalization Transaction shall be governed by the laws of the Province of Alberta and the laws of Canada applicable therein.
Recapitalization Transaction. Upon the terms and conditions hereinafter set forth, the parties desire to consummate the Recapitalization, consisting of the following transactions, simultaneously on the Closing Date (except as otherwise noted) as part of an integrated and contractually interdependent plan:
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Recapitalization Transaction. The Confirmation Order with respect to Seller Parent's Plan of Reorganization shall have been entered and all conditions to the effectiveness of Seller Parent's Plan of Reorganization shall have been satisfied (other than a self-executing condition that requires the consummation of the transactions contemplated by this Agreement). The parties acknowledge and agree that except for the issuance of 12,144,381 shares of Parent Stock (as defined in the Agreement to Sublease) to SBC Tower Holdings LLC which, pursuant to Section 1(a)(iv) of the Amended and Restated Unwind Side Letter, shall occur immediately prior to the exchange of Parent Stock for the consideration to be issued by Seller Parent in connection with the restructuring of the debt and capital structure of Seller Parent, the Closing shall be deemed to have occurred immediately following the effective time of the implementation of the Confirmation Order and restructuring of indebtedness pursuant to the Seller Parent's Plan of Reorganization."
8. Amendment to Section 6.2(k).
Recapitalization Transaction. 37 Registrar.........................................................5
