Recovery Plan and Management Consulting Agreement Sample Clauses

Recovery Plan and Management Consulting Agreement. In addition to, and without any limitation of, any powers, rights and privileges given to Parent under Section 5.1 above and in consideration for Parent agreeing to enter into this Agreement, the Company Board shall have adopted a detailed business plan and budget acceptable to Parent, pursuant to which the Company shall reorganize its operations and strictly conduct its business (the "RECOVERY PLAN") in a manner so as to preserve cash flow for critical operations, as defined in the Recovery Plan. The Recovery Plan is attached hereto as Exhibit D. Further, the Company Board shall have appointed a committee (the "RECOVERY PLAN COMMITTEE") that will report to the Company Board and will be responsible for implementing the Recovery Plan. The Recovery Plan Committee shall consist of four members, two of whom shall be appointed by the Company and two of whom shall be appointed by Parent. Any Recovery Plan Committee members appointed by the Company may be removed or replaced, and any vacancy shall be filled, solely by the Company at any time and for any reason, and any Recovery Plan Committee members appointed by Parent may be removed or replaced, and any vacancy shall be filled, solely by Parent at any time and for any reason. The Company Board shall resolve any deadlock in voting arising out of decisions made by the Recovery Plan Committee and shall approve in advance of any material changes or modifications to the Recovery Plan. In addition, the Company will enter into a Management Consulting Agreement with Parent in the form attached hereto as Exhibit C, pursuant to which Parent will provide management consulting services to the Company.
Sample 1
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