Restructuring Term Sheet. The Restructuring Term Sheet is expressly incorporated herein by reference and made part of this Agreement as if fully set forth herein. The Restructuring Term Sheet sets forth the material terms and conditions of the Restructuring; provided, however, the Restructuring Term Sheet is supplemented by the terms and conditions of this Agreement.
Restructuring Term Sheet. The terms and conditions of the Restructuring Transaction are set forth in the Restructuring Term Sheet. In the event of any inconsistencies between the terms of this Agreement and the Restructuring Term Sheet, the terms of the Restructuring Term Sheet shall govern.
Restructuring Term Sheet. This term sheet (the “Restructuring Term Sheet”) sets forth the principal terms of the Restructuring Transactions and certain related transactions concerning the Company Parties agreed to by the Consenting Creditors and the Company Parties. This Restructuring Term Sheet does not contain a complete list of all terms and conditions of the potential transactions described herein. This Restructuring Term Sheet has been produced for discussion and settlement purposes only. Accordingly, this Restructuring Term Sheet and the information contained herein are entitled to protection from any use or disclosure to any party or person pursuant to Rule 408 of the Federal Rules of Evidence and any other applicable rule, statute, or doctrine of similar import protecting the use or disclosure of confidential settlement discussions. This Restructuring Term Sheet is confidential and subject to applicable confidentiality provisions and agreements. The Restructuring Transactions contemplated under this Restructuring Term Sheet will be implemented pursuant to the Restructuring Support Agreement and the agreed upon restructuring Plan (תוכנית הסדר), filed concurrently or immediately after execution of the Restructuring Support Agreement, as well as all other ancillary agreements and documents, and of any other completion of definitive documents, incorporating the terms set forth herein and the closing of any restructuring shall be subject to the terms and conditions set forth in such agreed and executed definitive documents. The regulatory, tax, accounting, and other legal and financial matters and effects related to the Restructuring Transactions, or any related restructuring or similar transaction have not been fully evaluated and any such evaluation may affect the terms and structure of any Restructuring Transactions or related transactions. Capitalized terms used but otherwise not defined herein shall have the meaning ascribed to such terms in the Restructuring Support Agreement. THIS RESTRUCTURING TERM SHEET DOES NOT CONSTITUTE (NOR SHALL IT BE CONSTRUED AS) AN OFFER WITH RESPECT TO ANY SECURITIES, LOANS OR OTHER INSTRUMENTS OR A SOLICITATION OF ACCEPTANCES OR REJECTIONS AS TO ANY PLAN, IT BEING UNDERSTOOD THAT SUCH AN OFFER OR SOLICITATION, IF ANY, WILL BE MADE ONLY IN COMPLIANCE WITH APPLICABLE LAW. Implementation The restructuring will be implemented through: 1. the concurrent or substantially concurrent (i) execution of the Restructuring Support Agreement and (ii) commen...
Restructuring Term Sheet. The Restructuring Term Sheet sets forth the material terms and conditions of the Restructuring; provided, however, the Restructuring Term Sheet is supplemented by the terms and conditions of this Agreement. The Restructuring Term Sheet is expressly incorporated herein by reference and made part of this Agreement as if fully set forth herein, and any reference herein to “this Agreement” (except for references to “this Agreement” set forth in (i) the first sentence of this Section 1 and (ii) Section 11) shall be deemed to include the Restructuring Term Sheet.
Restructuring Term Sheet. This is a non-binding illustrative term sheet intended for the purpose of outlining the principal terms of a potential restructuring of certain debt obligations set forth below. Any final agreement is subject to execution of definitive documentation that is mutually acceptable to the parties. This term sheet is intended solely to facilitate discussions and is a confidential settlement communication which may not be relied upon or introduced into evidence in any legal proceeding.
Restructuring Term Sheet. INTRODUCTION
Restructuring Term Sheet. As the Joint Offeror Cooperation Arrangement (being: (a) the cancellation of the Founder Scheme Shares in consideration for the Founder Cancellation Consideration; (b) the entry by the relevant members of the Founder Group, CVC Holdco and/or EquityCo into the Consortium Agreement and Shareholders' Agreement; and (c) the Restructuring) is not offered to all Shareholders (and is only offered to the members of the Founder Group, such that, after the Effective Date and the completion of the Restructuring, the Founder Group may continue to retain management control over, contribute to, participate in potential distributions of, and potentially benefit from non-guaranteed increase in value of the Offeror Group, while at the same time bearing risk of a potential fall in value, potential losses, or potential streams of negative cash flows of, or potential need for additional capital injection into the Offeror Group, resulting from undesirable performance or adverse market conditions, amongst other factors), the Joint Offeror Cooperation Arrangement requires the consent of the Executive under Note 3 to Rule 25 of the Takeovers Code, and the Offeror will make an application for consent to the Executive. The Proposal and the Scheme are therefore subject to:
(a) the receipt of an opinion from the Independent Financial Adviser to the Independent Board Committee confirming that the Joint Offeror Cooperation Arrangement is fair and reasonable as far as the Disinterested Shareholders are concerned;
(b) the passing of an ordinary resolution by the Disinterested Shareholders at the SGM to approve the Joint Offeror Cooperation Arrangement; and
(c) the grant of consent from the Executive to the Joint Offeror Cooperation Arrangement, which will be conditional on satisfaction of the matters in paragraphs (a) and (b) above.
Restructuring Term Sheet. The Borrower will deliver to the Administrative Agent a term sheet reflecting the proposed terms of a restructuring of the Senior Notes, the Bridge Note and the Second Lien Note on or prior to April 28, 2021.
Restructuring Term Sheet. This term sheet (this “Term Sheet”) describes certain material terms of a proposed restructuring transaction (the “Restructuring”) for Triangle USA Petroleum Corporation (“XXXX”) and XXXX’x wholly owned subsidiaries (collectively, and together with XXXX, the “Company”), subject to various approvals, further agreements, and definitive documentation. This Term Sheet is not legally binding, is not a complete list of all material terms and conditions of the potential transactions described herein, is subject to material change, and is being distributed for discussion purposes only. This Term Sheet shall not constitute an offer or a legally binding obligation to buy or sell, nor does it constitute a solicitation of an offer to buy or sell, any of the securities referred to herein. Furthermore, nothing herein constitutes a commitment to lend funds to the Company or any other party, or to negotiate, agree to, or otherwise participate in any plan of reorganization under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”), nor does this Term Sheet constitute a solicitation of the acceptance or rejection of any chapter 11 plan for purposes of sections 1125 and 1126 of the Bankruptcy Code. Capitalized terms used, but not otherwise defined, in this Term Sheet shall have the meanings ascribed to them in the PSA (as defined below).
Restructuring Term Sheet. This Restructuring Term Sheet is a part of and made subject to that certain Lock-Up Agreement (the “Lock-Up Agreement”) dated as of July 6, 2003, by and between Redback Networks Inc. (the “Company” or the “Issuer”) and the “Noteholders” (as defined in the Lock-Up Agreement). Issuer: Redback Networks Inc. Issue: Common Stock, par value $0.001 per share. Exchange Offer: If 98% or more of the Issuer’s then outstanding 5.0% Subordinated Convertible Notes due 2007 (“Old Notes”) are accepted in the exchange offer: (a) holders of Old Notes validly tendered in the exchange offer will receive shares of Common Stock which would equal in the aggregate 95% of the Common Stock outstanding on a fully diluted basis (excluding shares of Common Stock underlying options referred to following the caption “Employee Equity Reserve”) immediately after consummation of the restructuring, assuming 100% of such Old Notes are validly tendered in the exchange offer (and proportionately less in the aggregate if fewer than all such Old Notes are so tendered) and after giving effect to the reverse stock split mentioned below; and (b) then existing Common Stockholders (record date to be agreed upon) will (i) retain 5% of the Common Stock to be outstanding on a fully diluted basis (excluding shares of Common Stock underlying options referred to following the caption “Employee Equity Reserve”) immediately after consummation of the restructuring, assuming the valid tender of 100% of such Old Notes in the exchange offer (and proportionately more in the aggregate if fewer than all such Old Notes are so tendered), after giving effect to the reverse stock split mentioned below, (ii) receive seven-year warrants to purchase 5.0% of the Issuer’s fully diluted common stock at an exercise price equal to an Enterprise Value of $250 million, and (iii) receive seven-year warrants to purchase 5.0% of the Issuer’s fully diluted Common Stock at an exercise price equal to an Enterprise Value of $500 million. It is agreed that the Company will incorporate as part of this transaction a reverse stock split in an amount to be determined between the Company and the Ad Hoc Committee of Holders of the Old Notes (the “Committee”).
