Support of the Restructuring Sample Clauses

Support of the Restructuring. 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 of the Consenting Noteholders agrees that, by having executed and become party to this Agreement, it will instruct its counsel to take, or instruct its counsel to cause to be taken, all actions reasonably necessary to facilitate, encourage or otherwise support the Restructuring and the transactions contemplated by the Plan Term Sheet, and that it otherwise will not take, or cause to be taken, directly or indirectly, any action opposing, inconsistent with, or that would otherwise delay the consummation of the Restructuring or the transactions contemplated by the Plan Term Sheet. Without limiting the generality of the foregoing, and subject to the last paragraph of this Section 1.3(a), each Consenting Noteholder agrees that it will,
Sample 1Sample 2
AutoNDA by SimpleDocs
Support of the Restructuring. From and after the Effective Date until the earlier of the Consenting Creditors Consummation Date or the Termination Date, and except as otherwise set forth in this Agreement, each Consenting Creditor agrees: (a) to timely perform its commitments and other obligations under this Agreement; (b) to consent to the Restructuring; (c) to execute the applicable Restructuring Documents; (d) subject to satisfaction or waiver of all applicable Conditions Precedent, to vote all of its Consenting Debt in favor of the Restructuring in any meeting of the holders of the Notes under Article 45bis of the ABL and not to revoke or withdraw such vote; (e) not to directly or indirectly seek, solicit, support or encourage any other plan, sale, proposal or offer of debt restructuring, dissolution, winding up, liquidation, reorganization or merger 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 this Agreement and/or the APE Agreement; (f) not to object to any action taken or documentation filed by the Company to obtain Court Approval of the Restructuring if such action taken or documentation filed is consistent in all material respects with the Restructuring Documents; (g) not to take any other action that materially and adversely affects the Restructuring or the Restructuring Documents (except for any action that a Debt Option Creditor may have under the New Debt Agreements issued prior to the Consenting Creditors Consummation Date); (h) not to contest or challenge this Agreement, the APE Agreement or the Court Approval (so long as such Court Approval is consistent in all material respects with the Restructuring Documents); and (i) file before any corresponding agency (Governmental or not) or regulator, any required documents reasonably necessary for the successful completion of the Restructuring.
Sample 1
Support of the Restructuring. (a) The Company intends to effectuate the Restructuring consistent with the Term Sheet in all material respects, unless otherwise consented to in writing by the Company and the Requisite Consenting Noteholders.
Sample 1
Support of the Restructuring. (a) The Company and Worldwide intend to effectuate the Restructuring (and to use reasonable best efforts to cause Travelport LLC and Travelport Limited) to effectuate the Restructuring consistent with the Term Sheet in all material respects, unless otherwise consented to in writing by the Company and the Requisite Consenting Lenders.
Sample 1
Support of the Restructuring. So long as this Agreement has not been terminated under Paragraphs 7, 8 or 9 hereof, the Consenting Noteholders shall: (a) exercise all votes to which they are entitled to accept the Plan and to approve any other action or document necessary to implement the Restructuring (including entry of WI's first day orders to the extent such orders are not inconsistent with the Term Sheet); and (b) allow the Company to operate its businesses in the ordinary course. So long as this Agreement has not been terminated under Paragraphs 7, 8 or 9 hereof, the Committee shall recommend acceptance of the Plan by all voting creditors (including providing a letter for inclusion in the Disclosure Statement which expresses support for the Plan and recommends that other holders of the DC Notes vote to accept the Plan). So long as this Agreement has not been terminated under Paragraphs 7, 8 or 9 hereof, the Consenting Noteholders shall oppose any motion, action or objection by any party that would result in the occurrence of a Noteholders Termination Event, a Company Termination Event or a General Termination Event (each, as defined below). So long as this Agreement has not been terminated under Paragraphs 7, 8 and 9 hereof, WI and each Consenting Noteholder shall not: (a) object to the consummation of the Restructuring or otherwise commence any proceeding to oppose the Restructuring or any of the Restructuring Documents so long as the Restructuring Documents are consistent with the Term Sheet; (b) vote for, consent to, support or participate in the formulation of any other out-of-court restructuring or chapter 11 plan of reorganization or liquidation in respect of WI proposed or filed or to be proposed or filed (other than one agreed to in writing by WI and the Consenting Noteholders) (an "Alternative Proposal"); (c) directly or indirectly seek, solicit, support or encourage any other out-of-court restructuring, plan, proposal or offer of dissolution, winding up, liquidation, reorganization, merger or restructuring of WI (other than one agreed to in writing by WI and the Consenting Noteholders); (d) take any other action, including but not limited to initiating any legal proceedings that is inconsistent with, or that would delay consummation of, the Restructuring; PROVIDED, HOWEVER, that in the event of the filing of the Chapter 11 Case, none of the Consenting Noteholders shall be barred from objecting to approval of the Disclosure Statement or other documents received by the
Sample 1
Support of the Restructuring. As long as this Agreement remains in effect, (x) the Parties will, on the terms and subject to the conditions of the Term Sheet and this Agreement, support the Restructuring, and (y) the Bondholder and each Executing Senior Secured Creditor will, when properly solicited to do so, (i) support, and otherwise use their commercially reasonable efforts to take, all actions required or otherwise necessary to consummate the Restructuring and the transactions contemplated by the Term Sheet and execute such instruments, documents and agreements, including the Definitive Documents, necessary to consummate the Restructuring, or (ii) vote for the Plan, provided, however, that the Plan implements a restructuring consistent with the Term Sheet and containing such other terms as are acceptable to the Bondholder and Executing Senior Secured Parties. As long as this Agreement remains in effect, none of the Parties will (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 (the “Plan Documents”), (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 HGF, (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 HGF that could reasonably be expected to prevent, delay or impede the successful restructuring of HGF as contemplated by the Term Sheet, the Plan or the Plan Documents, (d) object to approval of the Prepetition Disclosure or the Disclosure Statement or the solicitation of consents to the Plan, except to the extent that it believes, in good faith, that the Prepetition Disclosure or the Disclosure Statement contains a material misstatement or omission of a material fact, or (e) take any other action with respect to HGF that is inconsistent with, or that would delay confirmation of, the Plan.
Sample 1
Support of the Restructuring. Subject to the provisions of Paragraph 6 below, the Consenting Noteholders shall consent to waivers and amendments to the Indentures, tender their Notes and approve any other action or document 76 necessary to implement the Restructuring. Subject to the provisions of Paragraph 6 below, the Company and each of the Consenting Noteholders shall not: (a) object to the Restructuring or otherwise commence any proceeding to oppose the Restructuring or any of the Restructuring Documents so long as the Company and the Consenting Noteholders have agreed on the form of the Restructuring and the Restructuring Documents contain terms and conditions consistent with those contained in this Agreement; (b) vote for, consent to, support or participate in the formulation of any other out-of-court restructuring, or a plan of reorganization or liquidation under applicable bankruptcy or insolvency laws, in respect of the Company; (c) directly or indirectly seek, solicit, support or encourage any other out-of-court restructuring, plan, proposal or offer of dissolution, winding up, liquidation, reorganization, merger or restructuring of the Company (other than one agreed to in writing by the Company and the Consenting Noteholders) that is inconsistent with this Agreement; (d) take any other action, including but not limited to initiating any legal proceedings that is inconsistent with, or that would delay consummation of the Restructuring.
Sample 1
AutoNDA by SimpleDocs

Related to Support of the Restructuring

  • Consummation of the Transactions Subject to the terms and conditions of this Agreement, each party shall use its commercially reasonable efforts to cause the Closing to occur upon the terms and conditions set forth herein. FCG shall cooperate with the Investor, and the Investor shall cooperate with FCG, in filing any necessary applications, reports or other documents with, giving any notices to, and seeking any consents from, all Governmental Entities and all third parties as may be required in connection with the consummation of the transactions contemplated by this Agreement, and each party requesting such cooperation shall reimburse the other party's reasonable out-of-pocket expenses in providing such cooperation.

  • Consummation of the Transaction Each Party shall, and shall cause its respective Affiliates to, (i) make or cause to be made any filings to the extent required or requested of such Party or any of its Affiliates under any applicable Laws or by any Governmental Authority with competent jurisdiction with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (ii) reasonably cooperate with the other Parties and furnish all information in such Party’s possession that is necessary in connection with any other Party’s filings; (iii) use commercially reasonable efforts to secure the expiration or termination of any applicable waiting period and clearance or approval by any relevant Governmental Authority with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable (including, with respect to Acquirors, by refraining from acquiring or seeking to acquire any entity or assets (other than pursuant to the transactions contemplated by this Agreement) that would present a material risk of delaying or making it more difficult to secure such Required Approvals); (iv) promptly inform the other Parties of (and, at any other Party’s reasonable request, supply to such other Party) any communication (or other correspondence, submission or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Authority in respect of any applicable filings; (v) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information that would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under any Laws for additional information, documents, submissions or other materials; (vi) use commercially reasonable efforts to respond to and resolve any objections as may be asserted by any Governmental Authority with respect to this Agreement and the other Transaction Documents; and (vii) use commercially reasonable efforts to contest and resist any Proceeding instituted (or threatened in writing to be instituted) by any Governmental Authority challenging this Agreement and the other Transaction Documents as violative of any Law. Notwithstanding anything to the contrary in this Section 6.2, materials and information provided to another Party or its outside counsel may be redacted, or to the extent reasonably necessary withheld entirely, (x) to remove references or other information concerning the valuation of the Subject Interests, (y) as necessary to comply with contractual arrangements (other than any contractual arrangements specifically entered into in order to avoid disclosure under this Section 6.2) and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Notwithstanding anything to the contrary in this Agreement, no Acquiror, nor any of the Equity Investors, nor any of their respective Affiliates or Subsidiaries (including, for the avoidance of doubt, any direct or indirect portfolio companies of investment funds advised or managed by an Equity Investor or its Affiliates) will be required to sell, license, divest of, hold separate or dispose of its or any of its Affiliates’ businesses, product lines or assets or any interest therein.

  • Restructuring Transactions On the Effective Date, the Debtor, Newco, GP, Finance Co and Merger Co shall enter into the Consensual Transaction described in Section 3 of the Implementation Plan attached to the Transaction Support Agreement as Exhibit B. On the later of the Effective Date and the Merger Date, the Debtor and Merger Co will enter into a merger agreement under which the Debtor will merge with Merger Co, and following the merger, the Debtor will be the surviving and successor entity. The actions to implement this Plan and the Implementation Plan may include, in accordance with the consent rights in the Transaction Support Agreement: (a) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan and the Transaction Support Agreement and that satisfy the applicable requirements of applicable law and any other terms to which the applicable Entities may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and the Transaction Support Agreement and having other terms for which the applicable parties agree; (c) the filing of appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state or provincial law; (d) the execution and delivery of contracts or agreements, including, without limitation, transition services agreements, employment agreements, or such other agreements as may be deemed reasonably necessary to effectuate the Plan in accordance with the Transaction Support Agreement; and (e) all other actions that the applicable Entities determine to be necessary, including making filings or recordings that may be required by applicable law in connection with the Plan.

  • Restructuring (a) The parties have taken or will take, and have caused or will cause their respective Subsidiaries to take, all actions that are necessary or appropriate to implement and accomplish the transactions contemplated by each of the steps set forth in the Restructuring Plan (collectively, the “Restructuring”); provided, that all of such steps shall be completed by no later than the Effective Time.

  • Terms of the Transaction 9 2.1 Agreement to Sell and to Purchase the Securities................ 9 2.2

  • Conditions to the Transaction 7.1 Conditions to Obligations of Each Party to Effect the Transaction. The respective obligations of each party to this Agreement to effect the Transaction shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:

  • Closing of the Transactions The Transactions set forth in the Business Combination Agreement shall have been or will be consummated substantially concurrently with the Closing.

  • Closing of the Transaction All conditions precedent to effect the closing of the Transaction shall have been satisfied or waived (other than those conditions that, by their nature, may only be satisfied at the consummation of the closing of the Transaction but subject to satisfaction or waiver thereof).

  • Pre-Closing Restructuring (a) Prior to the Principal Closing (in respect of the Principal Business Equity Interests and the Principal Business Transferred Assets) and prior to the applicable Deferred Closing (in respect of the Deferred Business Equity Interests and the Deferred Business Transferred Assets), Sapphire (i) shall use reasonable best efforts to effect, or cause the other Sellers or the Transferred Entities, at all times in accordance with applicable Law (including notifying clients and customers), to effect, all transfers and take all such actions as are necessary so that as of the Relevant Closing (A) the internal restructuring transactions set forth on Schedule 2.06(a)(i)(A), shall be consummated in the manner described on such Schedule, (B) assets, properties and businesses of the Transferred Entities that, if held by the Retained Entities, would constitute Excluded Assets (applying Section 2.03 mutatis mutandis) (collectively, the “Non-Business Assets”) shall be transferred to any of the Retained Entities and (C) except as otherwise set forth in this Agreement, any Liability of the Transferred Entities that, if a Liability of a Retained Entity, would constitute an Excluded Liability applying Section 2.05 mutatis mutandis (collectively, the “Non-Business Liabilities”) shall be assigned to any of the Retained Entities and (ii) may effect, or cause the Transferred Entities to effect, any transfer or other action as necessary to undertake any other restructurings that would not reasonably be expected, individually or in the aggregate (A) to materially interfere with, prevent or materially delay the ability of Sellers to perform their obligations under the Transaction Documents or consummate the transactions contemplated thereby, (B) to change the overall scope of the Businesses being sold to Buyer under this Agreement or the allocation of assets and Liabilities otherwise contemplated by this Agreement or (C) to result in material adverse Tax consequences to Buyer, its Affiliates or any Transferred Entities (taking into account Sapphire’s obligations pursuant to Article VI and Section 9.02) (collectively referred to as the “Restructurings”); provided, however, that (1) Restructurings that would not otherwise be permitted under the foregoing clause (ii) may be completed with the prior written consent of Buyer (not to be unreasonably withheld, conditioned, or delayed), (2) the completion of any or all such Restructurings shall not be a condition to any Closing, (3) no Restructurings (other than in a manner consistent in all material respects with that set forth on Schedules 2.06(a)(i)(A) in respect of any Brexit Assets shall be completed without the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed) and (4) with respect to UK Newco, Sapphire shall consult in good faith with Buyer regarding such Restructurings and shall consider in good faith Buyer’s reasonable comments in respect of such implementation. At Buyer’s reasonable request, Sapphire shall provide Buyer with reasonable updates from time to time on the status of the Restructurings.

  • Refinancing Substantially simultaneously with the funding of the Initial Term Loans, the Closing Date Refinancing shall be consummated.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!