Restructuring Overview Sample Clauses

Restructuring Overview. Plan The Company shall commence the Chapter 11 Cases and shall confirm and consummate a chapter 11 plan of reorganization (the “Plan”), which will be consistent with this Term Sheet and the Restructuring Support Agreement and otherwise acceptable to the Company, the Required First Lien Lenders and, solely with respect to the economic treatment provided on account of the Second Lien Claims, the Required Second Lien Lenders. The Plan will provide for, among other things: ● The reorganization of each of the Debtors; ● The payment in full of the DIP Facility (as defined herein) as contemplated hereunder; ● The Reorganized Debtors’ entry into a new First Lien Exit Term Facility (as defined herein); ● The issuance by the Reorganized Debtors of New Common Equity (as defined herein) to holders of First Lien Claims and Second Lien Claims as described below and on Exhibit C, subject to dilution for the equity issued or deemed to be issued on the Plan Effective Date (a) in connection with the Management Incentive Plan, (b) in connection with the DIP Payments, and (c) in connection with the
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Restructuring Overview. Implementation The Company will commence the Chapter 11 Cases and implement the Restructuring pursuant to the RSA and the prearranged Plan. The transactions in this Term Sheet may be effectuated pursuant to (a) a sale to, or combination or merger with, a third party involving all or substantially all of the Company’s restructured equity or assets pursuant to a Successful Proposal (the “Combination Transaction”) or (b) a stand-alone reorganization (the “Stand-Alone Restructuring”) that is consistent with the provisions set forth in this Term Sheet. The Plan shall provide for the implementation of the Combination Transaction or, alternatively, the Stand-Alone Restructuring, and shall be in form and substance reasonably acceptable to the Required Consenting Senior Noteholders, which consent shall not be unreasonably withheld.
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Restructuring Overview. First Housing reviewed a term sheet from PNC for a first mortgage loan under the ▇▇▇▇▇▇ ▇▇▇ DUS Multifamily Affordable Housing product line in the amount of $12,785,000, dated September 27, 2016. The final loan amount shall not exceed 70% of the approved value or have a debt service coverage ratio less than 1.30x. The loan term will be 10 years with the initial three (3) years of interest only, followed by payments based on a 30 year amortization schedule. The interest rate is estimated based on a 10-year U.S. Treasury rate of 2.23%, as of November 15, 2016, plus a spread of 170 basis points. The underwriter has included a 25 basis point underwriting cushion for an “all in” interest rate of 4.18%. Annual debt service for the first mortgage is estimated to be $534,413 for the first three years and $748,460 for the remaining seven years. The SAIL loan is in a subordinate lien position behind a $5,800,000 first mortgage loan. In addition, the Borrower has agreed to make a SAIL payment concurrent with the closing of the first mortgage in the approximate amount of $2,500,000. The proceeds will be utilized to satisfy the existing first mortgage loan, pay accrued interest and principal on the SAIL loan, pay related financing costs, fund repair escrow and replacement reserves. ▇▇▇▇▇▇ ▇▇▇ conditions will require that FHFC execute a Subordination Agreement of the SAIL loan documents and SAIL ▇▇▇ loan documents and extend the term of the SAIL loan to be co- terminus with the new first mortgage. ▇▇▇▇▇▇ ▇▇▇ also requires certain subordinate loan document amendments to conform to ▇▇▇▇▇▇ ▇▇▇ standards. The HC ELIHA must also be subordinated, as applicable, to certain ▇▇▇▇▇▇ ▇▇▇ documents. ▇▇▇▇▇▇ ▇▇▇ will also require that SAIL loan payments be restricted to 75% of surplus cash as defined by ▇▇▇▇▇▇ ▇▇▇. Any payments of deferred developer fee will be subordinate to the SAIL interest payment, as applicable. The existing management company is WRH Realty Services, Inc. (“WRH”). There is no plan to change management of the development. First Housing received a Second Amendment to the Management Agreement dated December 31, 2002, which reflects a management fee of 3.9% of the gross revenue. The selection of the management company, WRH, is currently approved by the FHFC Asset Management Department. Continued approval is subject to on-going performance.
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Related to Restructuring Overview

  • Restructuring Transactions On the Effective Date, the Debtor, Newco, GP, Finance Co and Merger Co shall enter into the Consensual Transaction described in Section 3 of the Implementation Plan attached to the Transaction Support Agreement as Exhibit B. On the later of the Effective Date and the Merger Date, the Debtor and Merger Co will enter into a merger agreement under which the Debtor will merge with Merger Co, and following the merger, the Debtor will be the surviving and successor entity. The actions to implement this Plan and the Implementation Plan may include, in accordance with the consent rights in the Transaction Support Agreement: (a) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan and the Transaction Support Agreement and that satisfy the applicable requirements of applicable law and any other terms to which the applicable Entities may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and the Transaction Support Agreement and having other terms for which the applicable parties agree; (c) the filing of appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state or provincial law; (d) the execution and delivery of contracts or agreements, including, without limitation, transition services agreements, employment agreements, or such other agreements as may be deemed reasonably necessary to effectuate the Plan in accordance with the Transaction Support Agreement; and (e) all other actions that the applicable Entities determine to be necessary, including making filings or recordings that may be required by applicable law in connection with the Plan.

  • Agreement Overview This SLA operates in conjunction with, and does not supersede or replace any part of, the Agreement. It outlines the information technology service levels that we will provide to you to ensure the availability of the application services that you have requested us to provide. All other support services are documented in the Support Call Process.

  • Integration; Modification This Construction Services Agreement represents the entire understanding of District and Contractor as to those matters contained herein, and supersedes and cancels any prior oral or written understanding, promises or representations with respect to those matters covered herein, and it shall not be amended, altered or changed except by a written agreement signed by the parties hereto.

  • Liquidations, Mergers, Consolidations, Acquisitions Holdings shall not, and shall not permit any of its Material Subsidiaries to, dissolve, liquidate, or wind-up its affairs, or become a party to any amalgamation, merger or consolidation, or acquire by purchase, lease, or otherwise all or substantially all of the assets or capital stock of or other ownership interest in any other Person, provided that (1) any Material Subsidiary may consolidate, amalgamate or merge into Holdings or any other Material Subsidiary provided that the Company may not merge, amalgamate or consolidate with Holdings, and the Company may only merge, amalgamate or consolidate with another Material Subsidiary if the Company is the surviving entity of such merger, amalgamation or consolidation; and (2) Holdings or any Material Subsidiary may acquire, whether by purchase, by amalgamation or by merger, (A) all of the ownership interests of another Person or (B) substantially all of the assets of another Person or of a business or division of another Person (each a “Permitted Acquisition”), provided that each of the following requirements is met: (i) if Holdings or any Material Subsidiary is acquiring the ownership interests in such Person and such Person meets the criteria for a Material Subsidiary set forth in the definition of such term at Section 1.01, such Person shall execute a Guarantor Joinder and join this Agreement as a Guarantor pursuant to Section 10.18 [Joinder of Guarantors] on or before the date of such Permitted Acquisition; (ii) the board of directors or other equivalent governing body of such Person shall have approved such Permitted Acquisition and Holdings or the relevant Material Subsidiary shall have delivered to the Banks written evidence of such approval of the board of directors (or equivalent body) of such Person for such Permitted Acquisition; (iii) the business acquired, or the business conducted by the Person whose ownership interests are being acquired, as applicable, shall be substantially the same as, or otherwise complementary or related to, one or more lines of business conducted by Holdings or any Material Subsidiary, or otherwise incidental to the business of a financial services company, and shall comply with Section 7.02(j) [Continuation of or Change in Business]; (iv) no Potential Default or Event of Default shall exist immediately prior to and after giving effect to such Permitted Acquisition; and (v) upon the reasonable request of Agent, Holdings or the relevant Material Subsidiary shall deliver to the Agent at least five (5) Business Days before such Permitted Acquisition such information about such Person or its assets as Agent may reasonably require.

  • Restructuring 24.1 In the event that all or part of the work undertaken by the employee will be affected by the employer entering into an arrangement whereby a new employer will undertake the work currently undertaken by the employee, the employer will meet with the employee, providing information about the proposed arrangement and an opportunity for the employee to comment on the proposal, and will consider and respond to their comments. The employee has the right to seek the advice of their union or to have the union act on their behalf. 24.2 The employer will negotiate with the new employer, including whether the affected employees will transfer to the new employer on the same terms and conditions, and will include in the agreement reached with the new employer a requirement that the employee be offered a position with the new employer at the same or similar terms of employment. 24.3 Where the employee either chooses not to transfer to the new employer, or is not offered employment by the new employer, the employer will activate the staff surplus provisions of this agreement.