Support of Plan. As long as a Termination Event has not occurred, or has occurred but has been duly waived or cured in accordance with the terms hereof, the Undersigned Holder, agrees for itself that, so long as it remains the legal owner, beneficial owner and/or the investment advisor or manager of or with power and/or authority to bind any Charter Claims, subject to the proviso in Section 2 hereof, by having executed and become party to this Agreement, it will:
i. from and after the date hereof not directly or indirectly seek, solicit, support or vote in favor of any other plan, sale, proposal or offer of dissolution, winding up, liquidation, reorganization, merger or restructuring of the Company that could reasonably be expected to prevent, delay or impede the Restructuring of the Company as contemplated by the Term Sheet, the Plan or any other document filed with the Bankruptcy Court in furtherance of confirming the Plan;
ii. agree to permit disclosure in the Disclosure Statement and any filings by the Company with the Securities and Exchange Commission of the contents of this Agreement; provided that the amount of the Charter Claims held by the Undersigned Holder shall be disclosed only to the Company and shall not be disclosed by the Company to any other person or entity;
iii. cooperate with the Company to secure consents, approvals or waivers required to be obtained from governmental authorities in connection with the Plan with respect to the transfer or change in control of Franchises (as defined in the Communications Act of 1934, as amended, 47 U.S.C. Sections 151 et seq.), licenses and permits; provided that the Company shall reimburse the Undersigned Holder for all reasonable out-of-pocket expenses incurred in connection with this Section 3(b)(iii); and
iv. forbear from exercising, directly or indirectly, any right to accelerate or commence any action to collect indebtedness outstanding under any indenture to which the Company and/or any of its subsidiaries (each, a “Company Indenture”) is a party or to file or join in an involuntary petition for relief under the Bankruptcy Code against the Company based upon the failure to pay any such indebtedness. As long as a Termination Event has not occurred, or has occurred but has been duly waived or cured in accordance with the terms hereof, the Company and the Undersigned Holder, so long as it is the legal owner, beneficial owner and/or the investment advisor or manager of or with power and/or authority to bind any Cha...
Support of Plan. As long as a Termination Event has not occurred, or has occurred but has been duly waived or cured in accordance with the terms hereof, the Undersigned Holder, agrees for itself that, so long as it remains the legal owner, beneficial owner and/or the investment advisor or manager of or with power and/or authority to bind any Charter Claims, subject to the proviso in Section 2 hereof, by having executed and become party to this Agreement, it will:
Support of Plan. Support, and take all reasonable action necessary or reasonably requested by the Debtor to support and facilitate, the solicitation, confirmation and consummation of the Plan and the transactions contemplated by the Plan;
Support of Plan. So long as no Termination Event (as defined below) shall have occurred (or, if a Termination Event shall have occurred but been waived in accordance herewith, until such waiver is no longer effective) (the period from the date hereof until such date being hereinafter referred to as, the "Lock-Up Period"), each Consenting Holder (i) will take all commercially reasonable actions to support confirmation of the Definitive Plan, (ii) agrees that, when solicited after receipt of a disclosure statement approved in the Chapter 11 Case (the "Disclosure Statement'), it shall timely vote (including, if necessary, instructing custodial agents to vote) the full amount of its Claims to accept the Definitive Plan and not revoke or withdraw such vote except as provided herein, (iii) shall not object to confirmation of the Definitive Plan or support any such objection by a third party or otherwise commence any proceeding to oppose or alter the Definitive Plan or any other reorganization documents containing terms that are consistent with the Proposed Plan, and (iv) shall not vote for, consent to, support or participate in the formulation of any other plan of reorganization or liquidation proposed or filed or to be proposed or filed in any chapter 11 case or chapter 7 case commenced in respect to the Company, provided that the Company files and is supporting the Definitive Plan. Nothing contained herein shall limit the ability of any Consenting Holder to consult with the Company during the Chapter 11 Case or to appear and be heard at any hearing related to the Chapter 11 Case, so long as such consultation or appearance is not inconsistent with the Consenting Holder's obligations hereunder or with the terms of the Definitive Plan.
Support of Plan. As long as a Termination Event has not occurred, or has occurred but has been duly waived (or, in the case of a breach under Section 9(a)(x) or (xii), cured) in accordance with the terms hereof, the Undersigned Holder, agrees for itself that, so long as it remains the legal owner, beneficial owner and/or the investment advisor or manager of or with power and/or authority to bind any Aleris Claims it will:
i. from and after the date hereof, not directly or indirectly seek, solicit, support or vote in favor of any other plan, sale, proposal or offer of dissolution, winding up, liquidation, reorganization, merger or restructuring of the Company that could reasonably be expected to prevent, delay or impede the Restructuring of the Company in accordance with the Plan;
ii. agree to permit disclosure of the contents of this Agreement; provided that the amount of the Aleris Claims held by the Undersigned Holder shall be disclosed only to the Company and shall not be disclosed by the Company to any other person or entity except as required by law or in connection with the enforcement of this Agreement;
iii. not object to or otherwise commence any proceeding opposing any of the terms of this Agreement, the Disclosure Statement, the Plan or the Equity Commitment Agreement;
iv. not object to a motion by the Company to extend the exclusive period for the Company to propose a plan of reorganization; provided that such period does not extend beyond the Termination Date as defined in the Equity Commitment Agreement as in effect on the date hereof; and
v. not take any action that is inconsistent with, or that is intended to delay, confirmation of the Plan.
Support of Plan. (a) As long as a Termination Event (as defined herein) has not occurred, or has occurred but has been duly waived or cured in accordance with the terms hereof, each of the Consenting Holders, as long as each such Consenting Holder remains the legal owner, beneficial holder and/or the investment advisor or manager for the beneficial holder of such legal or beneficial holder’s Movie Gallery Claims of or with power and/or authority to bind any Movie Gallery Claims, agrees that by having executed and become party to this Agreement, it will:
(i) from and after the date hereof not directly or indirectly seek, solicit, support or vote in favor of any other plan, sale, proposal or offer of dissolution, winding up, liquidation, reorganization, merger or restructuring of the Debtors that could reasonably be expected to prevent, delay or impede the Restructuring of the Debtors as contemplated by the Plan, the First Lien Term Sheet, the Second Lien Term Sheet, the Rights Offering Term Sheet or any other document filed in connection with confirming the Plan (collectively, an “Alternative Transaction”);
(ii) neither directly nor indirectly (i) engage in, continue or otherwise participate in any negotiations regarding any Alternative Transaction,
Support of Plan. Each Commitment Party agrees that, for the duration of the Agreement Effective Period, such Commitment Party shall comply with the RSA.
Support of Plan. As long as a Termination Event has not occurred, or has occurred but has been duly waived or cured in accordance with the terms hereof, each Representative agrees for itself that it shall use reasonable best efforts to recommend that its Client, or Clients, as the case may be (x) vote in favor of the plan; and (y) not object to or otherwise commence any proceeding or take any other action opposing any of the terms of this Agreement, the Disclosure Statement or the Plan.
Support of Plan. Each Backstop Party agrees that, for the duration of the Agreement Effective Period (as defined in the RSA), such Backstop Party shall comply with the RSA (if in effect).
Support of Plan. Each of the Consenting Banks represents that, as of the date hereof, it is the beneficial owner of the aggregate principal amount of Bank Debt as set forth on its signature page below. Each of the Consenting Banks agrees, subject to the conditions (the "Conditions") that (x) Banks in number and holding an aggregate amount of Bank Debt sufficient to satisfy the requirements of Section 1126(c) of the Bankruptcy Code are party to this Agreement (the "Requisite Consent Condition"), (y) the terms of the Plan include and/or are consistent with the terms set forth in the Term Sheet and that the Plan is not otherwise different from the draft dated October 22, 2002 (a copy of which is attached as Exhibit B hereto) in a manner that is materially adverse to the Consenting Banks and (z) if this Agreement shall not have expired or terminated, it shall, when solicited after receipt of a Disclosure Statement previously approved by the Bankruptcy Court pursuant to Section 1125(b) of the Bankruptcy Code, (a) vote to accept the Plan and (b) not (i) object to confirmation of the Plan, (ii) vote for or otherwise directly or indirectly seek, solicit, support or encourage any other plan of reorganization or liquidation or proposal or offer for the dissolution, winding up, liquidation, merger, restructuring, or reorganization of the Company or any of its subsidiaries in the Chapter 11 Cases, (iii) object to the Disclosure Statement or the solicitation of consents to the Plan or (iv) take any other action that is inconsistent with, or that would delay confirmation of, the Plan. The Company will use its reasonable best efforts to obtain confirmation of the Plan in accordance with the Bankruptcy Code as expeditiously as possible, and the Consenting Banks will take all necessary and appropriate actions to support confirmation of the Plan.
