Shareholder Termination Right Trigger Events. This Agreement may be terminated by each Shareholder, each with respect to itself only, in accordance with Section 11.07 hereof, upon the occurrence and continuation of any of the following Termination Right Trigger Events: (a) the breach in any material respect by one or more of the Consenting Stakeholders of any provision set forth in this Agreement that remains uncured for a period of ten (10) Business Days after the receipt by the applicable Consenting Stakeholders of notice of such breach; (b) with respect to Capital only, the failure of any Filing Entity to comply with the Corporate Governance Agreement; (c) a Final Order Issuance; provided that this termination right shall not apply to or be exercised by any Filing Entity that sought or requested such ruling or order in contravention of any obligation or restriction set out in this Agreement; (d) the execution of any Restructuring Document or amendment thereto that is, in respect of economic substance or legal rights thereunder, inconsistent in any material respect with this Agreement (including the Term Sheet) in a manner materially adverse to such Shareholder; (e) the filing of any motion, pleading or Restructuring Documents with the Brazilian RJ Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not consistent with this Agreement (including the Term Sheet) in all material respects and that materially and adversely affects such Shareholder; or (f) the modification of the Plan, in whole or in part, in a manner that is not consistent with this Agreement (including the Term Sheet) in all material respects (including as a result of any order or other relief granted by the Brazilian RJ Court) and that materially and adversely affects such Shareholder, including the treatment of its Equity Interests under this Agreement (including the Term Sheet).
Appears in 2 contracts
Samples: Plan Support and Lock Up Agreement, Backstop Commitment Agreement
Shareholder Termination Right Trigger Events. This Agreement may be terminated by each Shareholder, each with respect to itself only, in accordance with Section 11.07 hereof, upon the occurrence and continuation of any of the following Termination Right Trigger Events:
(a) the breach in any material respect by one or more of the Consenting Stakeholders of any provision set forth in this Agreement that remains uncured for a period of ten (10) Business Days after the receipt by the applicable Consenting Stakeholders of notice of such breach;
(b) with respect to Capital only, the failure of any Filing Entity to comply with the Corporate Governance Agreement;
(c) the issuance by any governmental authority, including any regulatory authority or court of competent jurisdiction, of any final, non-appealable ruling or order that (i) enjoins the consummation of a Final Order Issuancematerial portion of the Restructuring Transactions and (ii) remains in effect for fifteen (15) Business Days after such Shareholder transmits a Termination Right Trigger Event Notice in accordance with Section 11.07(a) hereof detailing any such issuance; provided that this termination right Termination Right Trigger Event shall not apply to or be exercised by any Filing Entity that such Shareholder if such Shareholder sought or requested such ruling or order in contravention of any obligation or restriction set out in this Agreement;
(d) the execution of any Restructuring Document or amendment thereto that is, in respect of economic substance or legal rights thereunder, inconsistent in any material respect with this Agreement (including the Term Sheet) in a manner materially adverse to such Shareholder;
(e) the filing of any motion, pleading or Restructuring Documents with the Brazilian RJ Court or any other court (including any modifications or amendments thereof) that, in whole or in part, is not consistent with this Agreement (including the Term Sheet) in all material PRIVILEGED & CONFIDENTIAL ATTORNEY WORK PRODUCT respects and that materially and adversely affects such Shareholder; or
(f) the modification of the Plan, in whole or in part, in a manner that is not consistent with this Agreement (including the Term Sheet) in all material respects (including as a result of any order or other relief granted by the Brazilian RJ Court) and that materially and adversely affects such Shareholder, including the treatment of its Equity Interests under this Agreement (including the Term Sheet).
Appears in 1 contract
Samples: Plan Support and Lock Up Agreement