Restructure Documents. Subject to the conditions in this Agreement, OptiCare, Palisade, and Xx. Xxxxxxxxx agree to the following terms and to execute and deliver the following documents (collectively, the "Restructure Documents"):
2.1. OptiCare is authorizing the issuance of 3,500,000 shares of Series B 12.5% voting convertible participating preferred stock having terms substantially as set forth in the Certificate of Designation attached as Schedule 2.1 (the “New Preferred Stock”) with an aggregate initial redemption value of $1.40 per preferred share, for each share of New Preferred Stock convertible into OptiCare Common Stock initially on a ten-for-one basis (subject to adjustment as provided therein), with voting rights on an as converted basis with OptiCare’s Common Stock, as provided therein, at any time and having the other terms described therein, and will recommend that OptiCare’s shareholders approve an increase in the amount of authorized shares of Common Stock to provide for the possible future exercise of warrants being granted to Palisade and Xx. Xxxxxxxxx and conversion of the New Preferred Stock along with the other Shareholder Proposals.
2.2. On the Effective Date, OptiCare will deliver (in addition to shares of New Preferred Stock delivered pursuant to Paragraphs 2.9 and 2.10) a certificate representing 2,571,429 shares of the New Preferred Stock to Palisade and a certificate representing 285,714 shares of New Preferred Stock to Xx. Xxxxxxxxx.
2.3. In connection with Palisade providing a loan to OptiCare totaling $13,900,000 as set forth in Paragraph 2.6, on the Effective Date, OptiCare will issue a warrant (the “Palisade Warrant”) to Palisade, permitting a purchase of 17,375,000 shares of OptiCare Common Stock, a copy of which Palisade Warrant is annexed as “Schedule 2.3". In connection with Xx. Xxxxxxxxx providing a loan as set forth in Paragraph 2.6, on the Effective Date, OptiCare will issue a warrant (the “Yimoyines Warrant”) to Xx. Xxxxxxxxx, permitting a purchase of 125,000 shares of OptiCare Common Stock, which Yimoyines Warrant will be substantially identical to the Palisade Warrant.
2.4. In payment of the New Preferred Stock, Palisade shall, on the Effective Date, pay OptiCare a total of $3,600,000 and Xx. Xxxxxxxxx shall, on the Effective Date, pay OptiCare, in immediately available funds, a total of $400,000, each pursuant to the wire transfer instructions set forth in “Schedule 2.4".
2.5. OptiCare is borrowing from CapitalSource on the Effective Da...
Restructure Documents. The Restructure Documents and all other instruments and documents incidental to the transactions contemplated hereby shall have been duly executed, acknowledged (where appropriate), and delivered to by the Lender, all in form and substance satisfactory to Industries.
Restructure Documents. Contemporaneously with the effectiveness of this Agreement:
(a) The Credit Agreement shall be amended and restated by an Amended and Restated Credit Agreement (the "Restructure Credit Agreement") among the Borrower, the Guarantors, the Lenders and the Agent dated as of the Amendment Date;
(b) The Notes shall be amended and restated by the Revolving Restructure Notes; and
(c) The Equity Appreciation Rights Agreement and the Purchase Option Agreement shall be, and each such agreement hereby is, terminated and of no further force and effect.
Restructure Documents. 5.1.33.1 Schedule 5.1.33 contains a true, correct and complete list of the agreements evidencing the Restructure. Neither Alarm Funding, NewCo nor CastleRock is in default on any of its obligations under any of the Restructure Documents; all representations and warranties made by Alarm Funding, NewCo and CastleRock in the Restructure Documents and in the certificates delivered in connection therewith are true and correct in all material respects as of the date thereof; no representation, warranty or statement made by Alarm Funding, NewCo or CastleRock, at the time they were made, in any Restructure Document, or any agreement, certificate, statement or document required to be delivered pursuant to any Restructure Document, contains any untrue statement of material fact or omits to state a material fact necessary in order to make the statements contained in such Restructure Document not misleading in light of the circumstances in which they were made; after giving effect to the transactions contemplated by the Restructure Documents. NewCo has good title to the CastleRock Shares and assets of Alarm Funding acquired in connection with the Contribution Agreement, free and clear of all Liens other than the Liens created by the Credit Documents and other than Permitted Liens.
5.1.33.2 Each of Alarm Funding, CastleRock and NewCo have adequate power and authority and have full legal right to enter into each Restructure Document to which it is a party, and to perform, observe and comply with all of its agreements and obligations under each of the Restructure Documents to which it is a party. The Restructure Documents are valid and binding obligations of Alarm Funding, CastleRock and NewCo to the extent that it is a party thereto, enforceable against Alarm Funding, CastleRock or NewCo to the extent it is a party thereto, except as limited by equitable principles and by bankruptcy, insolvency or similar laws affecting the rights of creditors generally.
5.1.33.3 The execution and delivery by Alarm Funding, CastleRock and NewCo of the Restructure Documents to which it is a party, the performance by Alarm Funding, CastleRock and NewCo of all of its agreements and obligations under the Restructure Documents to which it is a party, and the consummation of the transactions pursuant to the Restructure Documents have been duly authorized by all necessary limited liability company action on the part of Alarm Funding, and all corporate actions of NewCo and CastleRock and do not...
Restructure Documents. The Restructure Documents and all other instruments and documents incidental to the transactions contemplated hereby shall have been duly executed, acknowledged (where appropriate), and delivered to Investor by Quest, all in form and substance satisfactory to Investor.
Restructure Documents. The Restructure Documents and all other instruments and documents incidental to the transactions contemplated hereby shall have been duly executed, acknowledged (where appropriate), and delivered to Quest by Greenwood, all in form and substance satisfactory to Quest.
Restructure Documents. The Restructure Documents and all other instruments and documents incidental to the transactions contemplated hereby shall have been duly executed, acknowledged (where appropriate), and delivered to PTF by Quest, all in form and substance satisfactory to PTF.
Restructure Documents. Borrower shall have entered into the Sixth Amendment to Senior Credit Facility and the WFB Finance Forbearance Agreement shall be in full force and effect. Lender, WFB and WFB Finance shall have entered into an amendment to the Subordination and Intercreditor Agreement consenting to the revised payment terms under the Term Note as provided under this Amendment in form acceptable to Lender.
Restructure Documents. 1. Escrow Agent shall have delivered to each Creditor the following Restructure Documents, executed by each of the respective parties hereto or thereto: (i) this Agreement, (ii) the Collateral Documents other than the Leasehold Mortgages and (iii)
Restructure Documents. The Bank shall not be required to enter into the Restructure Documents under this Credit Agreement unless on the date of such issuance all legal matters incident to the Restructure Documents shall be satisfactory to the Bank and its counsel, and the Borrower shall have furnished to the Bank on such date all the documents required to be delivered by the Borrower to the Bank pursuant to this Agreement.
