Term Description. Terms Of Class 4 Warrants (warrants for Holding Notes) The following three series of Class 4 Warrants shall be issued on the effective date of the plan of reorganization, pro rata, to holders of Class 4 Claims; a) Warrants to receive up to 10% of the sum of the Distributable New Equity of Reorganized Group plus the 4% of new equity of Reorganized Group for distribution to management through the management compensation plan with a strike price equivalent to the per share price of New Equity in Reorganized Group upon the effective date of the Plan, which will be the grant date of the warrants, based on the Reorganized Group entities having an aggregate Enterprise Value of $375 million. b) Warrants to receive up to 10% of the sum of the Distributable New Equity of Reorganized Group plus the 4% of new equity of Reorganized Group for distribution to management through the management compensation plan with a strike price equivalent to the per share price of New Equity in Reorganized Group upon the effective date of the Plan, which will be the grant date of the warrants, based on the Reorganized Group entities having an aggregate Enterprise Value of $425 million. c) Warrants to receive up to 10% of the sum of the Distributable New Equity of Reorganized Group plus the 4% of new equity of Reorganized Group for distribution to management through the management compensation plan with a strike price equivalent to the per share price of New Equity in Reorganized Group upon the effective date of the Plan, which will be the grant date of the warrants, based on the Reorganized Group entities having an aggregate Enterprise Value of $475 million. The Class 4 Warrants shall be detachable, subject to anti-dilution protections (including (i) adjustments for stock splits, stock dividends, recapitalizations and similar events, and (ii) weighted-average adjustments for issuances of equity and equity-linked securities at prices below the Fair Market Value of Reorganized Group’s common stock (it being understood that for purposes of determining the price at which any such equity or equity-linked securities are issued, any customary underwriting discounts and commissions, liquidity discounts reasonably determined in good faith by the board, placement fees or other similar expenses incurred by Reorganized Group in connection with the issuance thereof shall not be taken into account)), and may be exercised, at the option of the holder, on a cashless basis (x) at such time as the per s...
Term Description. Data subjects. Categories of data subjects whose personal data is transferred As described in the Variables table in the Agreement Personal data. Categories of personal data transferred As described in the Variables table in the Agreement Sensitive data. Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures As described in the Variables table in the Agreement Transfer frequency. The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis) As described in the Variables table in the Agreement Nature of the processing As described in the Variables table in the Agreement Purpose of the data transfer and further processing As described in the Variables table in the Agreement Retention period. The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period [INSERT] Sub-processor transfers. For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing As described in Annex 2 of the Agreement
Term Description. The Service Provider may also engage or subcontract with a third party service provider to directly or indirectly provide or support Services to the Service Recipient. Service Provider shall seek Service Recipient’s consent (not to be unreasonably withheld or delayed) with respect to any third party services providers engaged to directly provide Services to Service Recipient that were not previously providing such Service prior to Closing. Term Commences on the Closing Date and continues for 7 years thereafter (the “Initial Term”), subject to successive automatic 12-month renewals (each, a “Renewal Term” and together with the Initial Term, the “Term”) unless EDR provides written notice of its intent not to renew no less than 60 days prior to the end of the then-current term. Each 12-month period during the Term, commencing on the Closing Date, shall be referred to herein as a “Service Year”. With respect to the Services designated as “Transition Services” on Schedule A, Service Provider shall only provide such Services for the applicable period set forth on Schedule A subject to one extension period of up to 3 months upon mutual agreement. Termination EDR may terminate this Agreement if HoldCo fails to pay any amounts due hereunder and does not cure such failure within 30 calendar days following notice thereof by EDR. HoldCo may terminate this Agreement (i) if EDR materially breaches its obligations under the Agreement, and such breach is not cured within 60 calendar days of notice by HoldCo to EDR of such breach or (ii) in connection with a Force Majeure which persists for at least 60 calendar days. The Parties may terminate a Service by mutual agreement. Consents To the extent any third-party consents are required in connection with the provision of the Services, the Service Provider and Service Recipient shall cooperate reasonably with each other and use their respective commercially reasonable efforts to obtain such consents. All costs, fees and expenses of obtaining any such consent or authorization or arranging alternative arrangements for delivering Transition Services shall be borne by Service Recipient. Service Provider shall not be required to provide any Service for which a consent is not obtained. Economic Terms In consideration of the provision of Services under this Agreement, HoldCo shall pay EDR: (a) the fees set forth below, plus (b) any and all reasonable, actual out-of-pocket costs, fees, assessments or expenses (including, without limit...
Term Description. New First Lien Credit Facility On the Effective Date, the DIP Facility will (A) if the Company has arranged a new first lien credit facility with a third party in form and substance acceptable to the Company and the Requisite Lenders (such facility the “New Money First Lien Facility”), be repaid in full, in cash, from the proceeds of the New Money First Lien Facility in the amount of the DIP Facility Claims, or (B) to the extent not otherwise repaid in full, in cash, convert into a new first lien credit facility as set forth in the DIP Term Sheet, in form and substance acceptable to the Company, the Requisite DIP Lenders and the Requisite Lenders, including the terms set forth below (the “Converted New First Lien Facility”, and together with the New Money First Lien TERM DESCRIPTION Facility, the “New First Lien Facility”). In addition to other terms and conditions to be agreed upon among the Company, the Requisite DIP Lenders and the Requisite Lenders, the Converted New First Lien Facility shall contain the following terms and conditions: Principal Amount: An amount not to exceed the accrued, unpaid balance of the DIP Facility as of the Effective Date, plus any additional amounts necessary or desirable for the operations and working capital requirements of the Reorganized Company, as to be determined by the Company and/or the Reorganized Company (as the case may be), the Requisite DIP Lenders and the Requisite Lenders. The New First Lien Facility shall have a market rate of interest (which may be cash, paid in kind, or a combination of both) based on the size, credit profile and industry of the Reorganized Company, and shall contain such other terms and covenants as to be agreed upon among the Company and/or the Reorganized Company (as the case may be), the Requisite DIP Lenders and the Requisite Lenders and the lenders thereto. Common Units On the Effective Date, reorganized Panda Holdings II will issue new limited liability company interests (the “Common Units”), which shall be deemed fully paid and non-assessable upon issuance, to be distributed in accordance with the terms of the Restructuring Support Agreement, this Restructuring Term Sheet, the Plan and the Plan Documents, as applicable. The Plan and the Confirmation Order shall each provide that the issuance of any securities in connection therewith, including the Common Units, will be exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended, in ac...
Term Description. [*] Notwithstanding anything to be contained in the Supply Agreement to the contrary, [*]. [*] Site of Manufacture Amgen has sole discretion to determine which Amgen site will be utilized for Manufacturing drug substance and drug product for the Franchise Product 1, [*]. [*]. [*]. At any time, Amgen can use a Third Party CMO, [*] provided that [*]. Audit Right Novartis will have the right to inspect Amgen’s sites utilized for Manufacturing, [*] storage, testing, shipping or receiving of the Franchise Product 1 [*] per twelve (12) month period, as well as more often in case of quality issue. No such audit of any commercial Manufacturing facility shall occur until after [*] at such facility for the applicable Franchise Product 1. Official Inspection Amgen will permit, and cause its Third Party CMO to permit, officials of any Regulatory Authority to inspect the Manufacturing facility utilized for Manufacturing drug substance and drug product for the Franchise Product 1, and will inform Novartis promptly of any planned or anticipated inspection. Amgen will permit, and cause its Third Party CMO to permit, Novartis to accompany such official inspection. Amgen will provide Novartis with copies of all reports and communications with the Regulatory Authority in connection therewith, will take into account Novartis’s comments before responding to such communications and will remedy any deficiencies at its own expense (provided, however, that Amgen shall be permitted to include certain of such expenses in [*] of Franchise Product 1). Orders and Quantities The Supply Agreement will include provisions relating to forecasting, including frequency and length of forecasting, minimum order quantities, binding periods, variances, and long-range planning. Amgen Ref. No. 2015641252 SCHEDULE
Term Description. Additional Indebtedness So long as the Second Lien Facility remains outstanding, 1L/2L Intercreditor Agreement will not permit designation of any additional Senior Priority Obligations (other than in connection with a permitted refinancing of the Senior Priority Obligations) or additional Second Priority Obligations.
Term Description. Certificate Of Incorporation Reorganized Group will adopt revised by-laws and a revised certificate of incorporation. Terms of Reinstated IHC Second Lien Notes $123,471,201 principal amount of IHC Second Lien Notes to be reinstated with no changes to the indenture or Intercreditor Agreement governing the IHC Second Lien Notes; provided, however, that the indenture governing the IHC Second Lien Notes shall be modified as reflected in the supplemental indenture attached as an exhibit hereto. Public Listing Upon the effective date of the Plan, Existing Common Stock of Reorganized Group shall be deregistered and the new common stock of Reorganized Group shall not be registered; provided, however, that the New Board of Reorganized Group shall take all actions necessary for the new common stock of Reorganized Group to be quoted on the OTCBB (the “Pink Sheets”), including complying with all applicable requirements of the Pink Sheets with respect to non-reporting companies; provided, further, that the New Board of Reorganized Group may consider seeking a public listing on a national exchange for the new common stock of Reorganized Group.
Term Description. Excavation and Embankment Volume In computing volumes of excavation, the average end area method will be used unless otherwise specified. Measurement and Proportion by Weight The term “ton” will mean the short ton consisting of 2,000 pounds (907 km) avoirdupois. All materials that are measured or proportioned by weights shall be weighed on accurate, independently certified scales by competent, qualified personnel at locations designated by the RPR. If material is shipped by rail, the car weight may be accepted provided that only the actual weight of material is paid for. However, car weights will not be acceptable for material to be passed through mixing plants. Trucks used to haul material being paid for by weight shall be weighed empty daily at such times as the RPR directs, and each truck shall bear a plainly legible identification mark. Measurement by Volume Materials to be measured by volume in the hauling vehicle shall be hauled in approved vehicles and measured therein at the point of delivery. Vehicles for this Term Description purpose may be of any size or type acceptable for the materials hauled, provided that the body is of such shape that the actual contents may be readily and accurately determined. All vehicles shall be loaded to at least their water level capacity, and all loads shall be leveled when the vehicles arrive at the point of delivery. Asphalt Material Asphalt materials will be measured by the gallon (liter) or ton (kg). When measured by volume, such volumes will be measured at 60°F (16°C) or will be corrected to the volume at 60°F (16°C) using ASTM D1250 for asphalts. Net certified scale weights or weights based on certified volumes in the case of rail shipments will be used as a basis of measurement, subject to correction when asphalt material has been lost from the car or the distributor, wasted, or otherwise not incorporated in the work. When asphalt materials are shipped by truck or transport, net certified weights by volume, subject to correction for loss or foaming, will be used for computing quantities. Cement Cement will be measured by the ton (kg) or hundredweight (km). Structure Structures will be measured according to neat lines shown on the plans or as altered to fit field conditions. Timber Timber will be measured by the thousand feet board measure (MFBM) actually incorporated in the structure. Measurement will be based on nominal widths and thicknesses and the extreme length of each piece.
Term Description. Healthcare Medical Purpose (aka “primary uses”) Includes; the uses which directly contribute to the diagnosis, care and treatment of an individual and the Audit/Assurance of the quality of healthcare provided. In these cases person identifiable data can be used, but only the minimum amount of data should be used, and appropriate safeguards should be in place. Non-Healthcare Medical Purpose (aka “secondary uses”) Includes; the Management of Health Care Services, Preventative medicine, medical research, financial audit and the management of health [and social] care services. In these cases generally “effectively anonymised” data should be used, unless consent has been gained from the patient or there are special circumstances, such as an overriding public interest, or a route such as via Section 251 of the XXX Xxx 0000 or the Health Service (Control of Patient Information) Regulations 2002. However, current constraints on data quality reduces the ability to carry out such activities using effectively anonymised data, with the consequence that central NHS policy objectives cannot be realised. In the interim period therefore, where data and business processes are being refined in order to enable the use of effectively anonymised data, it may be necessary to use person identifiable data temporarily. However the amount of person identifiable data used should be minimised, and appropriate safeguards should be in place. Relevant legislation and other standards for information sharing: Data Protection Xxx 0000 Human Rights Xxx 0000 Common law duty of confidentiality Freedom of Information Xxx 0000 Access to Health Records Xxx 0000 Caldicott Guardian Manual 2010 Confidentiality NHS Code of Practice 2003 Confidentiality NHS Code of Practice – Supplementary Guidance: Public Interest Disclosures 2010 NHS Act 2006 (Section 251) NHS Information Governance Toolkit The Health Service (Control of Patient Information) Regulations 2002 AIDS (Control) Xxx 0000; NHS (Venereal Diseases) Regulations 1974; XXX Xxx 0000, NHS Trusts and Primary Care Trusts (Sexually Transmitted Diseases) Directions 2000. [Legislative amendments are necessary to reflect organisational change.] Human Fertilisation and Embryology Xxx 0000: ss 31 & 33; Human Fertilisation and Embryology (Disclosure of Information) Xxx 0000. Information Commissioners Data Sharing Code of Practice (See Appendix 3 for checklist) Appendix 3 – Information Commissioner’s Data Sharing Guide Objective of data sharing YES/NO Dat...
Term Description. Indemnitee “Indemnitee” means all present and former directors, officers, employees, agents, or representatives of the Debtors who are entitled to assert Indemnification Rights.
