Rights Offering and Backstop Commitment Sample Clauses

Rights Offering and Backstop Commitment. The Secured Notes Ad Hoc Group or a subset thereof (in such capacity, the “Backstop Parties”) shall backstop a $200 million new money Rights Offering to be consummated on the Effective Date. The Reorganized Equity offered in the Rights Offering shall dilute the otherwise fully-diluted Reorganized Equity issued under the Plan. Participants in the Rights Offering shall receive rights to purchase a percentage of the Reorganized Equity (“Subscription Rights”) at a discount to the Plan Equity Value (the “Rights Discount”) to be agreed between the Company and the Required Consenting Noteholders. The percentage of the Reorganized Equity to be available for purchase in the Rights Offering is to be agreed between the Company and the Required Consenting Noteholders. The Rights Offering shall be offered or implemented pursuant to the terms of the RSA and otherwise on the terms set forth in the Backstop Commitment Agreement to be entered into by the Debtors and Backstop Parties (including all schedules and exhibits thereto, the “Backstop Commitment Agreement”). Subscription Rights for 100% of the Rights Offering, less any amount the Debtors and the Required Backstop Parties (as defined below) may determine to offer to any holders of Unsecured Notes Claims, Pari Passu General Unsecured Claims or Other General Unsecured Claims, shall be provided to the Secured Notes Ad Hoc Group. The Reorganized Equity purchased through the Rights Offering shall dilute the Reorganized Equity issued under the plan on account of any pre-petition claims (which Reorganized Equity for avoidance of doubt shall be subject to dilution for the MIP). Exit Facility In an amount and structure to be determined. Treatment of DIP Facility DIP Facility claims shall be repaid in cash, in full on the Effective Date (subject to the Equity Conversion Option set forth in the Financing Facility Documents); provided that the DIP Facility may be rolled into an Exit Facility on a dollar-for-dollar basis, the terms of such Exit Facility to be agreed upon and acceptable to the DIP Lenders; provided, further that upon the DIP Maturity Date (as defined in the DIP Facility), if a chapter 11 plan has not become effective, all outstanding principal amounts of the DIP Facility (and all other accrued amounts, including, without limitation, accrued interest and all accrued fees, expenses and other amounts under the DIP Facility) shall immediately become due and payable in cash. Treatment of Term Loan Subject to the Equit...