Restructuring Support Clause Samples
The Restructuring Support clause outlines the obligations and commitments of parties to cooperate and support a proposed restructuring plan. In practice, this clause typically requires stakeholders—such as creditors or shareholders—to vote in favor of the restructuring, refrain from taking actions that would hinder the process, and provide necessary information or documentation. Its core function is to ensure coordinated action among key parties, thereby increasing the likelihood of a successful and efficient restructuring while minimizing disruptions or opposition.
Restructuring Support. During the Support Period, subject to the terms and conditions hereof (including, without limitation, Section 10), and except as expressly waived by the Required Consenting Parties in writing from time to time, the Company agrees that it shall use commercially reasonable efforts, and shall use commercially reasonable efforts to cause each of its subsidiaries to, without limitation:
(i) implement the Restructuring in accordance with the terms and conditions set forth herein;
(ii) implement and consummate the Plan in a timely manner and take any and all commercially reasonable and appropriate actions in furtherance of the Plan, as contemplated under this Agreement;
(iii) upon reasonable request, inform the legal and financial advisors to the Ad Hoc Groups as to: (A) the material business and financial (including liquidity) performance of the Company Entities; (B) the status and progress of the negotiations of the Definitive Documents; and (C) the status of obtaining any necessary or desirable authorizations (including consents) from any competent judicial body, governmental authority, banking, taxation, supervisory, or regulatory body or any stock exchange;
(iv) (A) support and take all commercially reasonable actions necessary to facilitate the solicitation, confirmation, and consummation of the Plan, as applicable, and the transactions contemplated thereby, (B) not take any action directly or indirectly that is materially inconsistent with, or that would reasonably be expected to prevent, interfere with, delay, or impede the confirmation and consummation of the Plan, and (C) not, nor encourage any other person to, take any action which would, or would reasonably be expected to, breach or be inconsistent with this Agreement or delay, impede, appeal, or take any other negative action, directly or indirectly, to interfere with the acceptance or implementation of the Plan;
(v) maintain good standing under the laws of the state in which each Company Entity is incorporated or organized;
(vi) if the Company knows of a material breach by any Consenting Party of such Consenting Party’s representations or warranties set forth in this Agreement or of a breach by any Consenting Party of such Consenting Party’s obligations or covenants set forth in this Agreement, furnish prompt written notice (and in any event within three business days of such actual knowledge) to counsel to the Ad Hoc Groups;
(vii) to the extent any legal or structural impediment arises that would p...
Restructuring Support. 3.1 Each Consenting Creditor hereby confirms that it shall approve and fully support the Restructuring and implementation thereof (whether by a 363 Transaction, Chapter 11 Plan and/or Court Supervised Arrangement or otherwise) on the terms and subject to the conditions and limitations set out in this Agreement.
3.2 This Agreement sets out the Parties’ entire understanding of the Restructuring and supersedes any previous agreement or understanding between any of the Parties with respect to the Restructuring, but save as expressly set out herein, shall be without prejudice to any of the Existing Finance Documentation.
3.3 Subject to the terms of this Agreement, the Existing Finance Documentation shall continue in full force and effect in accordance with their respective terms until such time as the Restructuring Documents become effective in accordance with its terms.
Restructuring Support. 2.1 Each Participating Creditor hereby confirms that it shall use its legal and/or beneficial interest in the Existing Debt Instruments to approve and fully support the Restructuring, including without limitation any Restructuring Processes commenced by either of the Restructuring Companies or any other member of the Group for the purpose of implementing the Restructuring, on the terms of and subject to the conditions set out in this Agreement.
2.2 This Agreement sets out the Parties’ entire understanding of the Restructuring and supersedes any previous agreement or understanding between any of the Parties with respect to the Restructuring (and any such previous agreement shall cease to be binding on the relevant Parties).
2.3 Subject to the terms of this Agreement, the Existing Documents shall continue in full force and effect in accordance with their respective terms.
Restructuring Support. During the Support Period, subject to the terms and conditions hereof, each Company Entity agrees that it shall use commercially reasonable efforts:
(i) to implement the Restructuring in accordance with the terms and conditions set forth herein and in accordance with the Milestones (as defined below);
(ii) to take any and all commercially reasonable and appropriate actions necessary or reasonably requested by a Supporting Party to consummate the Restructuring and the CMS/DOJ/States Settlement, and satisfy any conditions thereto, in accordance with the terms hereof;
(iii) to support and take all commercially reasonable actions necessary to facilitate the solicitation, confirmation, approval, and consummation of the Plan and the Scheme of Arrangement, as applicable, and the transactions contemplated thereby, including by commencing the Irish Examinership Proceedings and Recognition Proceedings as soon as reasonably practicable;
(iv) to prepare and deliver to the Supporting Parties draft copies of all Definitive Documents and any motions, pleadings, declarations, exhibits, and proposed orders related thereto (each of which shall contain terms and conditions consistent with the terms of this Agreement), and afford the Supporting Parties a reasonable opportunity to review and comment in advance of any filing thereof, to the extent practicable, and consider any such comments in good faith;
(v) to deliver to counsel to the Supporting Unsecured Noteholders and counsel to the Ad Hoc Governmental Plaintiff Group, copies of all notices, reporting and other documents delivered to the Prepetition Secured Parties (as defined in the Cash Collateral Order) pursuant to paragraphs 4(h) and 5(h) of the Cash Collateral Order, on the same terms and conditions (with respect to confidentiality and otherwise) applicable to the Prepetition Secured Parties under the Cash Collateral Order;
(vi) to take such action as may be reasonably necessary or reasonably requested by the other Parties to carry out the purposes and intent of this Agreement, including obtaining all governmental, regulatory, licensing, or other approvals (including any necessary or appropriate third-party consents) necessary to consummate the Restructuring;
(vii) not to offer or provide any consideration or treatment to any Opioid Claimant that is not acceptable to the Governmental Plaintiff Ad Hoc Committee and the Required Supporting Unsecured Noteholders;
(viii) not to seek or solicit, or instruct and direct the...
Restructuring Support. 1. Restructuring support may continue to be provided but must be terminated as announced at the conclusion of the Agreement; it concerns:
(a) Korea’s ongoing programme for Daewoo and KSEC; and
(b) restructuring programmes in Belgium, Portugal and Spain.
Restructuring Support. The MSGE Signatories shall be subject to the support and other obligations set forth in Section 4(a) of the Agreement as Supporting Governmental Opioid Claimants. In addition, Counsel agrees to recommend that the members of the MSGE Group that do not become MSGE Signatories to this Joinder Agreement take the actions contemplated by clauses (A) and (B) of Section 4(a) of the Agreement.
Restructuring Support. Notwithstanding anything to the contrary set forth in paragraph 4 above, if the parties hereto enter into definitive documents regarding a financial restructuring or recapitalization of the Company and/or any of its subsidiaries (a “Restructuring”), (i) the terms of any Restructuring, as set forth in such investment agreement, will be materially consistent with the terms set forth in the Term Sheet, including the treatment of Noteholders (as defined in the Term Sheet) set forth in Appendix A and B of the Term Sheet (subject to any modifications mutually agreed upon by the Noteholders, the Company and DLJMB), (ii) subject to receipt of court approved disclosure documents, DLJMB (and its affiliates) agrees to vote in its capacity as a holder of TCH Notes (as defined in the Term Sheet) for any plan of reorganization proposed by the Company which is materially consistent with the terms set forth in the Term Sheet, and (iii) DLJMB agrees that it shall support the commencement of the chapter 11 case by the debtors, confirmation by the bankruptcy court of the chapter 11 plan, approval by the bankruptcy court of the disclosure statement, and approval by the bankruptcy court of the investment agreement, in each case on terms and conditions similar to those set forth in the Restructuring Support Agreement, dated as of the date hereof, with respect to the Noteholders and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇.
Restructuring Support. The Supporting Term Lenders shall have the rights and be subject to the support and other obligations of Supporting Parties and Supporting Unsecured Noteholders, as applicable, set forth in Sections 2, 4 (other than clause (g), as added by this Joinder Agreement), 5(a) (other than clause (vii) except to the extent of the DOJ/Opioid Settlement Cash Consent Right (as defined in the First Lien Settlement Term Sheet) and clause (viii) unless (A) the applicable Alternative Transaction does not propose the Payment in Full of First Lien Term Loan Claims (as defined in the First Lien Settlement Term Sheet) upon consummation thereof and results in (i) less favorable treatment of the First Lien Term Loan Claims as compared to the treatment for such First Lien Term Loan Claims set forth in the First Lien Settlement Term Sheet or (ii) a Prohibited Ownership Change2 or (B) would be reasonably expected to have a materially adverse effect on the holders of First Lien Term Loan Claims (acting in such capacity)), 5(b), 6(a) (other than clauses (vi)(C) (unless (A) the applicable Alternative Transaction does not propose the Payment in Full of First Lien Term Loan Claims upon consummation thereof and results in (i) less favorable treatment of the First Lien Term Loan Claims as compared to the treatment for such First Lien Term Loan Claims set forth in the First Lien Settlement Term Sheet or (ii) a Prohibited Ownership Change or (B) would be reasonably expected to have a materially adverse effect on the holders of First Lien Term Loan Claims (acting in such capacity)), (vi)(D) (unless (A) the applicable Alternative Transaction does not propose the Payment in Full of First Lien Term Loan Claims upon consummation thereof and results in (i) less favorable treatment of the First Lien
Restructuring Support. Visteon intends to execute a number of restructuring initiatives concerning its global operations (“Restructuring Actions”). Ford (which, in this Section 3.01, includes Other Ford Entities) agrees that it will reimburse Visteon for certain Restructuring Costs incurred and paid by Visteon after the Effective Date, up to an aggregate US$29.0 million, (“Restructuring Funds”). Ford and Visteon will negotiate and enter into separate written agreements (“Separate Agreements”), which will set forth (a) allocation of the Restructuring Funds, (b) the dates by which Visteon must incur and pay reimbursable Restructuring Costs, and (c) as appropriate, plant-specific timing of each Restructuring Action. “Restructuring Costs” means costs incurred by Visteon in connection with Restructuring Actions at certain facilities primarily dedicated to the supply of Component Parts to Ford, including (i) employee wage or salary costs, including severance pay; (ii) employee incentive or retention costs; (iii) other employee benefits (including accrued vacation pay); (iv) applicable taxes; (v) costs associated with required bank builds or safety stockpiles for Ford and Other Ford Entities; (vi) tooling and equipment duplication and/or tooling and equipment relocation costs; (vii) facility, occupancy, security, maintenance, launch, and insurance costs; (viii) leasehold termination or exit costs; and (ix) transition assistance costs, including engineering and information technology costs required to complete any Restructuring Action. Within 60 days after incurring and paying for any Restructuring Cost(s), but no more frequently than monthly, Visteon will submit an invoice, accompanied by reasonable supporting documentation and proof of payment (together, “Invoice”), and Ford will pay all amounts that are not Disputed Amounts (defined below) on standard payment terms, unless a different payment schedule is agreed to in a Separate Agreement.
Restructuring Support. 2.1 Each Participating Creditor hereby confirms that it shall use its beneficial interest (or, with respect to the Existing Loan, legal and beneficial interest) in the Existing Debt Instruments to approve and fully support the Restructuring and the Scheme(s) on the terms and subject to the conditions set out in this Agreement.
2.2 This Agreement sets out the Parties’ entire understanding of the Restructuring and supersedes any previous agreement or understanding between any of the Parties with respect to the Restructuring (and any such previous agreement shall cease to be binding on the relevant Parties), without prejudice to any of the Existing Documents or the rights and remedies of each Participating Creditor (or any trustee or agent appointed to act on its behalf) as set out therein.
2.3 Subject to the terms of this Agreement, the Existing Documents shall continue in full force and effect in accordance with their respective terms.