Support for the Restructuring Sample Clauses
The "Support for the Restructuring" clause obligates parties to actively assist and cooperate in the implementation of a restructuring plan. In practice, this may require parties to vote in favor of the plan, refrain from actions that could hinder its progress, and provide necessary information or documentation to facilitate the process. The core function of this clause is to ensure unified and coordinated efforts among stakeholders, thereby increasing the likelihood of a successful and efficient restructuring.
Support for the Restructuring. (a) PRG agrees and covenants that it will use commercially reasonable best efforts to take or cause to be taken all actions commercially reasonably necessary and appropriate in furtherance of the Exchange Offer, including as promptly as practicable to:
(1) prepare the solicitation materials relating to the Exchange Offer (the "SOLICITATION MATERIALS") in form and substance consistent with the Term Sheet, except to the extent otherwise consented to by the Noteholders;
(2) commence the Exchange Offer and disseminate the Solicitation Materials in a manner customary for comparable transactions;
(3) seek satisfaction of all conditions precedent to the Restructuring;
(4) defend in good faith any suit or other legal or administrative proceeding seeking to interfere with, impair or impede the Restructuring;
(5) promptly amend the Solicitation Materials, as necessary and as may be required by applicable law and provide a draft of such amended Solicitation Materials to the Ad Hoc Committee prior to the distribution of such materials to holders of the Notes;
(6) not solicit or encourage others to formulate any other tender offer, settlement offer, or exchange offer for the Notes other than the Exchange Offer;
(7) so long as this Agreement is effective and has not been terminated in accordance with Section 5 or 6, hereof, and except to the extent necessary for the fulfillment of the fiduciary duties of the Company's board of directors as referred to in Section 6(c) hereof, not object to, nor otherwise commence any proceeding to oppose, the Restructuring, it being understood and agreed that the Company shall not seek, solicit, support, consent to, participate in the formulation of, or encourage any other plan, sale, proposal, or offer of winding up, liquidation, reorganization, merger, consolidation, dissolution, or restructuring of the Company;
(8) subject to the satisfaction or waiver of any conditions precedent to the Exchange Offer, consummate the Exchange Offer, including delivery of all securities required to be issued thereunder (within the time that is customary for transactions of this type) and the other transactions that are part of the Restructuring; and
(9) prior to consummation of the Restructuring, take all action necessary to exempt, in a manner reasonably acceptable to the Noteholders, the proposed Restructuring transactions and the acquisition of New Securities (as defined in the Term Sheet) or common stock issuable on conversion thereof by any holder...
Support for the Restructuring. (a) The Company will take all necessary and appropriate actions to effectuate the Restructuring as contemplated by this Agreement and the Term Sheet, including (without limitation, and if applicable) to achieve confirmation of the Akkoord and (if applicable) the US Plan.
(b) Subject to Sections 5 and 14, the Equity Investors agree to use all reasonable efforts to assist in implementing the Restructuring (without any obligation to incur any out of pocket expense other than as expressly provided for in this Agreement and, the Term Sheet).
(c) Subject to Sections 5 and 12, the Consenting Noteholders agree (in so far as is applicable) in relation to their Locked-Up Notes to exchange such notes, consent to waivers, exercise all votes which they are entitled to exercise in favour of an Akkoord and/or a US Plan and to approve any other document (without any obligation to incur any out of pocket expense) or take any other action that may be reasonably necessary to implement the Restructuring on the terms set out in this Agreement and the Term Sheet.
(d) Subject to the provisions of Sections 5, 12, 13 and 14 the Company, each of the Consenting Noteholders (in its capacity as such) and each of the Equity Investors shall not:
(i) object to the consummation of the Restructuring or commence any proceeding to oppose the Restructuring or any of the Restructuring Documents so long as the Company, the Consenting Noteholders and the Equity Investors have complied with their obligations in this Agreement;
(ii) vote for, consent to, support or participate in the formulation of any out-of-court restructuring or court-supervised insolvency or reorganization proceeding in respect of the Company proposed or filed or to be proposed or filed (other than one agreed to in writing by the Company, the Equity Investors and the Consenting Noteholders) that is inconsistent with this Agreement and the Term Sheet;
(iii) directly or indirectly seek, solicit, support or encourage any other out-of-court or court supervised or sanctioned restructuring, plan, proposal, offer of dissolution, winding up, liquidation, reorganization, merger or restructuring of the Company (other than one agreed to in writing by the Company, the Equity Investors and the Consenting Noteholders) that is inconsistent with this Agreement and the Term Sheet; or
(iv) take any other action, including but not limited to initiating any legal proceedings that is inconsistent with, or that would delay consummation of, the Rest...
Support for the Restructuring. Subject to Clause 8 (Limitations) and until the Termination Date, each of the Consenting Noteholders undertakes in favour of the Company and the Subsidiary Guarantors that it will (or, as applicable, will procure that a duly authorised representative, proxy or nominee will), in each case at the cost of the Company and the Subsidiary Guarantors, take all reasonable actions which it is reasonably requested by the Company to take in order to support, facilitate, implement or otherwise give effect to the Restructuring (provided that such action is consistent in all material respects with the Term Sheet) as soon as reasonably practicable and, in any event, before the Longstop Date, including (without limitation):
4.1.1 supporting the Schemes prior and subject to the sanction of the BVI Court and the Hong Kong Court, as applicable;
4.1.2 attending the Scheme Meetings by proxy or in person and voting its Locked‐Up Notes in favour of the Schemes and any amendment or modification to the Schemes or adjournment to the Scheme Meetings (or any one of them), provided that they are proposed by the Company and that the terms of the Schemes as amended or modified remain consistent in all material respects with the terms of the Schemes without such amendments or modifications and are consistent with and do not include any additional material terms which are likely to adversely affect or conflict with the terms of the Restructuring or its implementation;
4.1.3 except where Clause 4.1.2 applies, exercising all votes cast in respect of its Locked‐Up Notes against any amendment or modification to the Schemes or any proposal to adjourn the Scheme Meetings, or any one of them;
4.1.4 supporting any filings and petitions by the Company or any Subsidiary Guarantor in such other jurisdictions as may be, in the discretion of the directors of the Company or any Subsidiary Guarantor, reasonably required to implement the Restructuring including (without limitation) in relation to such other schemes of arrangement or other compromise or arrangement proceedings as may be, in the discretion of the directors of the Company or any Subsidiary Guarantor, reasonably required to implement or give effect to the Restructuring;
4.1.5 supporting any other actions as may be taken by the Company or any Subsidiary Guarantor pursuant to an order of, or sanction by, the BVI Court and the Hong Kong Court, as the case may be, as may be reasonably required or reasonably necessary to implement or give effect ...