Support of Restructuring Transactions. Each of the Supporting Noteholders agrees that, for the duration of the Restructuring Support Period, such Supporting Noteholder shall (including directing the Trustee, as necessary): (i) support the consummation of the Restructuring Transactions, (ii) irrevocably, validly and timely consent, tender, and exchange 100% of the Existing Second Lien Notes held by such Supporting Noteholder into the Exchange Offer in accordance with the terms of the Exchange Offer; (iii) not change or withdraw (or seek or cause to be changed or withdrawn) its support for the Restructuring Transactions or any such consent, tender, or exchange in the Exchange Offer; (iv) not (A) object to, delay, impede, or take any other action to interfere with implementation of the Restructuring Transactions; (B) take any action, including initiating any legal proceedings or enforcing rights as a holder of Claims, as applicable, that is inconsistent with this Agreement or the Restructuring Documents, or that would, in any material respect, prevent, interfere with, delay, postpone or impede the implementation or consummation of the Restructuring Transactions; or (C) directly or indirectly seek, propose, support, assist, encourage, solicit, engage in, file, or otherwise participate in any negotiations or discussions regarding, vote for, or formulate, any Alternative Transaction; and (v) (A) support, and take all reasonable actions necessary to facilitate the implementation and consummation of the Restructuring Transactions (including without limitation, approval of the Restructuring Documents); (B) not take any action that is inconsistent with the implementation or consummation of the Restructuring Transactions; and (C) take such action (including executing and delivering any Restructuring Documents and making and filing any required regulatory filings) as may be reasonably necessary to carry implement or consummate the Restructuring Transactions.
Appears in 3 contracts
Samples: Restructuring Support Agreement (Ion Geophysical Corp), Restructuring Support Agreement (Ion Geophysical Corp), Restructuring Support Agreement (Ion Geophysical Corp)
Support of Restructuring Transactions. Each of the Supporting Noteholders PNC agrees that, for the duration of the Restructuring Support Period, such Supporting Noteholder shall (including directing the Trustee, as necessary):PNC shall:
(i) support the consummation of the Restructuring Transactions,
(ii) irrevocably, validly and timely consent, tender, and exchange 100% of the Existing Second Lien Notes held by such Supporting Noteholder into the Exchange Offer in accordance with the terms of the Exchange Offer;
(iii) not change or withdraw (or seek or cause to be changed or withdrawn) its support for the Restructuring Transactions or any such consent, tender, or exchange in the Exchange Offer;
(iv) not (A) object to, delay, impede, or take any other action to interfere with implementation of the Restructuring Transactions; (B) take any action, including initiating any legal proceedings or enforcing rights as a holder of Claims, agent or as applicablelender, that is inconsistent with this Agreement or the Restructuring DocumentsTransactions, or that would, in any material respect, prevent, interfere with, delay, postpone or impede the implementation or consummation of the Restructuring Transactions; or (C) directly or indirectly seek, propose, support, assist, encourage, solicit, engage in, file, or otherwise participate in any negotiations or discussions regarding, vote for, or formulate, any Alternative Transaction; andTransaction (as defined in the Supporting Noteholder Restructuring Support Agreement);
(viii) (A) support, and take all commercially reasonable actions necessary to facilitate the implementation and consummation of the Restructuring Transactions Transactions, solely to the extent related to the Obligations (including without limitation, approval of as defined in the Restructuring DocumentsCredit Agreement); (B) not take any action that is inconsistent with the implementation or consummation of the Restructuring Transactions; and (C) take such action (including executing and delivering any Restructuring Documents and making and filing any required regulatory filingsDocuments) as may be reasonably necessary to carry implement or consummate the Restructuring Transactions, solely to the extent related to the Obligations (as defined in the Credit Agreement); and
(iv) on the Closing Date, enter into an amendment to the Credit Agreement which shall, among other things, amend the Credit Agreement consistent with the terms set forth on Exhibit A, and which shall otherwise be in form and substance reasonably satisfactory to PNC, the Company and the Requisite Supporting Noteholders (as defined in the Supporting Noteholder Restructuring Support Agreement) (the “Credit Agreement Amendment”).
Appears in 2 contracts
Samples: Restructuring Support Agreement (Ion Geophysical Corp), Restructuring Support Agreement (Ion Geophysical Corp)