Related Proceedings. In situations where facts germane to proceedings under this section are also at issue in factually related proceedings, records associated with such proceedings may be considered in any hearing held under Section 10 of this Article. Determinations reached by other hearing bodies will be given such weight as either the committee for which this policy provides or the Board deems appropriate. Tenured appointments may nonetheless be terminated for cause only pursuant to the standards and procedures described in this Section.
Related Proceedings. All corporate and other proceedings taken or to be taken in connection with the execution and delivery of, and performance under the Restructuring Agreement, and all documents incident thereto, shall be reasonably satisfactory in substance and form to you, and you shall have received all such counterpart originals or certified or other copies of such documents as you may reasonably request.
Related Proceedings. On February 24, 2020, pursuant to the terms of the reinsurance agreement, ULICO initiated arbitration against PBLA, claiming that PBLA had breached the agreement by making unauthorized investments. See PB Life & Annuity Co., No. 20 Civ. 2284, ECF No. 36-1 at 2. On June 2, 2020, the arbitration panel found in ULICO’s favor and entered an award of over $524 million. See id. at 6–7. Thereafter, pursuant to the Federal Arbitration Act, 9 U.S.C. § 207, ULICO moved to confirm the arbitration award in district court. PB Life & Annuity Co., No. 20 Civ. 2284, ECF No. 34. The Xxxxxxxxx Xxxxx X. Xxxxx granted the petition on July 30, 2020, and entered judgment on August 11, 2020. PB Life & Annuity Co., No. 20 Civ. 2284, ECF Nos. 47, 52. On September 18, 2020, the Bermuda Monetary Authority petitioned the Bermuda Supreme Court to, inter alia, wind up PBLA and appoint joint provisional liquidators (“JPLs”) to take control of PBLA from Xxxxxxxx.2 See App. at A-5 ¶ 11. A week later, the Bermuda court appointed the JPLs as PBLA’s authorized foreign representatives. Id. On December 3, 2020, the JPLs filed a Chapter 15 bankruptcy case in the Bankruptcy Court seeking recognition of the PBLA Bermuda case as a foreign main proceeding under Chapter 15 of the Bankruptcy Code.3 In re: PB Life & Annuity Co., No. 20-12791, ECF No. 1 (Bankr. S.D.N.Y.); see App. at A-5 ¶ 12. The next month, the Bankruptcy Court granted the request and entered a recognition order, which enjoined litigation against PBLA and directed the turnover of PBLA’s assets. In re: PB Life & Annuity Co., No. 20- 12791, ECF No. 33; see App. at A-6 ¶¶ 13–14. To date, ULICO is PBLA’s largest creditor and has a 2 In March 2019, Xxxxxxxx was criminally charged with attempted honest services fraud and federal funds bribery in the United States District Court for the Western District of North Carolina in relation to a conspiracy to bribe the North Carolina Insurance Commissioner. See United States x. Xxxxxxxx, 39 F.4th 151, 157 (4th Cir. 2022); App. at A-4 ¶ 6. A jury convicted Xxxxxxxx on both counts. Xxxxxxxx, 39 F.4th at 157. The Fourth Circuit subsequently reversed that conviction based on an erroneous jury instruction, and Xxxxxxxx awaits retrial on those charges. See id. at 175–76.
Related Proceedings. All corporate and other proceedings taken or to be taken in connection with (i) the Acquisition, (ii) the Company's execution, delivery, issuance and sale to you of the Senior Notes pursuant to the Senior Note Agreement and (iii) the other transactions contemplated thereby, and all documents incident thereto, shall be satisfactory in substance and form to you, and you shall have received all such counterpart originals or certified or other copies of such documents as you may reasonably request.
Related Proceedings. All limited liability company, partnership, corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incident hereto, and such Purchaser shall have received copies of such documents as such Purchaser may reasonably request. Each Purchaser shall have received written evidence, reasonably satisfactory to such Purchaser and its special counsel, that all material government, contractual and other third-party approvals and consents necessary to the purchase of the Notes, the making or maintenance of Revolving Loans and the carrying on of the business of each Company and its Subsidiaries have been obtained.
Related Proceedings. All corporate and other proceedings taken or to be taken in connection with (i) the Acquisition, (ii) the execution and delivery of, and performance under, the Bridge Loan Agreement and the other Bridge Loan Documents, (iii) the assignment, termination or release of the Indebtedness of the Company or any Transaction Party (other than Indebtedness owing to Xxxxx X. Xxxxxxx), and any Liens relating thereto, under any of the Assigned Loan Documents and (iv) the other transactions contemplated thereby, and all documents incident thereto, shall be satisfactory in substance and form to you, and you shall have received all such counterpart originals or certified or other copies of such documents as you may reasonably request.
Related Proceedings. 8 4.6 Company Closing Deliverables..........................................................8 4.7 Private Placement Number..............................................................8 4.8 Fees..................................................................................8
Related Proceedings. 21 Royal Bank General Security Agreement........................1(h) Second Delivery Date.........................................5(b) Shares..................................................
Related Proceedings. The Prudential Agreement shall be satisfactory in substance and form to the Agent and the Banks and shall be in full force and effect, and the Agent shall have received evidence satisfactory to the Agent that the transactions contemplated by the Prudential Agreement have been consummated.
