Support of the Plan. (i) Until the occurrence of the Outside Date, except to the extent that, and for as long as, they shall be prohibited from taking any of the following actions due to any injunction, order, law or other judicial or legal prohibition, each of the Parties agrees to pursue and otherwise support the Transaction, to do all things reasonably necessary to consummate the Transaction, and to:
(a) not object to, or challenge the Transaction, or otherwise commence or participate in any proceeding which fails to support the Transaction or any Transaction Document (except to the extent that any Transaction Document is inconsistent with the terms of this Agreement);
(b) not directly or indirectly seek, solicit, support, formulate, prosecute or encourage any other plan, sale, proposal or offer of dissolution, winding up, liquidation, reorganization, merger or restructuring of the Debtor or the Property that could reasonably be expected to prevent, delay or impede the consummation of the Transaction or any Transaction Document;
(c) do all things reasonably necessary to consummate the Transaction and not take any other action that is inconsistent with, or that would delay or obstruct the proposed solicitation, confirmation or consummation of, the Transaction or any Transaction Document;
(d) not (x) direct or encourage any person to take any action that is inconsistent with its obligations under this Agreement or that could impede or delay the implementation and consummation of the Transaction, or (y) support, in any way, any person who may take any action that is inconsistent with or would prevent the implementation and consummation of the Transaction; and
(e) cause (x) all documents to which they (or in the case of Equity Parent and the Supporting Second Lien Lenders, the New Borrower) are to be a party and which are reasonably necessary to effectuate the Plan, including the Final Transaction Documents, to be duly executed and delivered, and (y) all conditions precedent to the effectiveness of the New Secured Loan Documents to be satisfied (to the extent they are within the applicable Party’s reasonable control).
(ii) In addition to the provisions contained in section 3.2(i), the Debtor agrees to use commercially reasonable efforts to timely obtain all regulatory, judicial and third party approvals (excluding approvals by any third-party creditor other than a counter-party to a contract to be assigned in connection with the Transaction) that will be required to consummate ...
Support of the Plan. Stratosphere, Gaming Corp., Grand and each Noteholder shall use its reasonable best efforts to obtain confirmation of the Plan in accordance with the Bankruptcy Code and on terms consistent with this Agreement. Stratosphere, Gaming Corp., Grand and each Noteholder shall take all necessary and appropriate actions to achieve confirmation of the Plan, including recommending to the holders of impaired claims (including the other holders of the Notes) and interests that the Plan be confirmed. No Noteholder shall (a) object to the confirmation of the Plan or otherwise commence any proceeding to oppose or alter the Plan or any other reorganization documents containing terms and conditions consistent with those set forth in this Agreement, (b) 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 Bankruptcy proceeding commenced with respect to Stratosphere, other than one agreed to in writing by Grand, (c) directly or indirectly seek, solicit, support or encourage any other plan, proposal or offer of dissolution, winding up, liquidation, reorganization, merger or restructuring of Stratosphere (other than one agreed to in writing by Grand) that could reasonably be expected to prevent, delay or impede the successful restructuring of Stratosphere as contemplated by this Agreement, or (d) take any other action that is inconsistent with, or that would delay confirmation of, the Plan; provided, however, that no Noteholder shall be barred from (e) objecting to compliance with Section 1126 of the Bankruptcy Code if the Disclosure Statement received by such Noteholder contains a material misstatement or omission, or (f) taking any action with respect to any matter which action is not inconsistent with the terms of this Agreement.
Support of the Plan. As long as this Agreement remains in effect, the Company will (i) use its reasonable best efforts to obtain confirmation of the Plan in accordance with the Bankruptcy Code as expeditiously as possible and (ii) use its reasonable best efforts to achieve confirmation including, upon approval of the disclosure statement, recommending to the holders of impaired claims and interests that they vote to approve the Plan. As long as this Agreement remains in effect, neither Party shall (a) object to confirmation of the Plan or otherwise commence any proceeding to oppose or alter the Plan or any other reorganization related documents or agreements (all such documents and agreements, the "Plan Documents"), so long as such documents conform to the terms hereof and set forth in Exhibit A, (b) 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 or Chapter 7 case commenced in respect of the Company, (c) directly or indirectly seek, solicit, support or encourage any other plan, sale, proposal or offer of dissolution, winding up, liquidation, reorganization, merger or restructuring of the Company or any of its subsidiaries that could reasonably be expected to prevent, delay or impede the successful restructuring of the Company as contemplated by the Plan or the Plan Documents, (d) object to the disclosure statement or the solicitation of consents to the Plan, or (e) take any other action that is inconsistent with, or that would delay confirmation of, the Plan; provided, however, the Investors' obligations pursuant to this Section 3 shall be conditioned upon (i) the Company's filing of the Plan, (ii) the Company's not withdrawing the Plan or modifying the Plan in a manner that materially deviates from the terms set forth on Exhibit A and (iii) the Bankruptcy Court's not rejecting or denying confirmation of the Plan, in each case with such modifications to the Plan that do not materially deviate from the term of Exhibit A.
Support of the Plan. The Company agrees that, for the duration of the Agreement Effective Period (as defined in the RSA), the Company shall, and shall cause each of its subsidiaries included in the definition of “Company” in the RSA to use commercially reasonable efforts to (i) obtain approval of the Plan and consummate the Restructuring Transactions (as defined in the RSA), including timely filing any objection or opposition to any motion filed with the Bankruptcy Court seeking the entry of an order modifying or terminating the Company’s exclusive right to file and/or solicit acceptances of a plan of reorganization, directing the appointment of an examiner with expanded powers or a trustee, converting the Chapter 11 Cases or for relief that (A) is inconsistent with the RSA in any respect or (B) would, or would reasonably be expected to, frustrate the purposes of the RSA, including by preventing the consummation of the Restructuring Transactions and (ii) obtain orders of the Bankruptcy Court in respect of the Restructuring Transactions.
Support of the Plan. Each Backstop Party agrees, severally and not jointly, that, prior to the earlier to occur of (x) the Closing Date and (y) the termination of this Agreement in accordance with its terms each Backstop Party will, and it will use its commercially reasonable efforts to cause its controlled Affiliates to: (a) timely vote or cause to be voted all of its Beneficially Controlled Votable Claims to accept the Plan by timely delivering a duly executed and completed ballot or ballots, as applicable, accepting the Plan; (b) not change or withdraw such vote or exercise (or cause or direct such vote or exercise to be changed or withdrawn); (c) consent to the treatment of its Beneficially Controlled Votable Claims and the treatment of all other claims against and equity interests in the Debtors as set forth in the Plan; and (d) not object to or otherwise commence any proceeding or take any other action opposing any of the terms of the Disclosure Statement or the Plan, unless, in each case, the Plan is modified in a manner that violates the terms of this Agreement or is inconsistent with the RSA.
Support of the Plan. The Company shall do all things reasonably necessary and proper to (i) support and consummate the Restructuring Transactions (as defined in the RSA) in accordance with the RSA, and (ii) prosecute and defend any appeals relating to the Confirmation Order and the BCA Approval Order (as defined below) and (iii) comply with each Milestone (as defined in the RSA) set forth in the RSA. None of the Company or any of its Affiliates have any contract, arrangement, or understanding relating to, and will not, directly or indirectly, pay any commission or other remuneration to any broker, dealer, salesperson, agent, or any other Person for soliciting votes to accept or reject the Plan.
Support of the Plan. Each Backstop Purchaser agrees, severally and not jointly, with the Company (and notwithstanding any other provision of this Agreement, the Company may waive the provisions of this Section 6 in its sole discretion without the consent of any Backstop Purchaser):
(i) it and its affiliates will not (A) object to, delay or impede, directly or indirectly, the confirmation of the Plan, subject to its receipt of a Disclosure Statement and other solicitation materials in respect of the Plan that is approved by the Bankruptcy Court, as containing “adequate information” under section 1125 of the Bankruptcy Code (as may be amended, modified or changed in accordance with this Agreement), (B) object, delay or impede, directly or indirectly, the approval of the Disclosure Statement (as may be amended, modified or changed in accordance with this Agreement), (C) vote for, consent to, induce, encourage, support or participate in the formulation of any plan of reorganization other than, subject to its receipt of a Disclosure Statement and other solicitation materials in respect of the Plan that is approved by the Bankruptcy Court, the Plan (as such Plan may be amended, modified or changed in accordance with this Agreement), (D) directly or indirectly seek, solicit, induce, support or encourage any sale, proposal or offer of dissolution, winding up, liquidation, reorganization, merger, or restructuring of the Debtors or any of their subsidiaries other than as provided in the Plan (as such Plan may be amended, modified or changed in accordance with this Agreement),
Support of the Plan. As long as this Agreement remains in effect, the Consenting Holder will, subject to the provisions of this Agreement, support and vote for the Plan. As long as this Agreement remains in effect, the Consenting Holder shall not (a) object to confirmation of the Plan or otherwise commence any proceeding to oppose or alter the Plan, (b) 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 or chapter 7 case commenced in respect of the Company, (c) directly or indirectly seek, solicit, support or encourage any other plan, sale, proposal or offer of dissolution, winding up, liquidation, reorganization, merger or restructuring of the Company or any of its subsidiaries that could reasonably be expected to prevent, delay or impede the successful restructuring of the Company as contemplated by the Term Sheet, the Plan or the Plan Documents, (d) object to the Disclosure Statement or the solicitation of consents to the Plan, except to the extent that it believes, in good faith, that such disclosure statement fails to contain "adequate information" as defined in section 1125 of the Bankruptcy Code or contains a material misstatement of omission of a material fact, or (e) take any other action, directly or indirectly, with respect to the Company, any of its subsidiaries or otherwise that is inconsistent with, or that would delay confirmation of, the Plan.
Support of the Plan. Each of Drug Emporium and SDS shall use its reasonable best efforts to obtain confirmation of the Plan in accordance with the Bankruptcy Code and on terms consistent with this Agreement. Drug Emporium shall take all necessary and appropriate actions to achieve confirmation of the Plan, including recommending to the holders of impaired claims (including the Noteholders) and interests that the Plan be confirmed.
Support of the Plan. As long as this Agreement has not been terminated and notwithstanding the issuance of the Examiner’s Report or anything contained therein, the Creditors’ Committee and each Supporting Party agrees, solely with respect to itself:
