Termination of Forbearance. Upon the occurrence of any of the following events, the Forbearance Period shall terminate and any or all of the Noteholders, any other Holders and the Trustee shall, at its or their sole option and absolute discretion, will be entitled to exercise all rights and pursue all remedies referred to in Section 2.2 (c) or otherwise available, including collecting amounts due under or with respect to the Securities and the other Indenture Instruments: (a) Any Obligor or any of its subsidiaries shall make an assignment for the benefit of creditors or shall petition or apply to any tribunal for the appointment of a trustee, custodian, receiver or liquidator of it or of all or any substantial part of its assets or shall commence any proceedings relating to any Obligor or any of its subsidiaries under any bankruptcy, reorganization, compromise, arrangement, insolvency, readjustment of debts, conservatorship, moratorium, dissolution, liquidation or other debtor relief law of any jurisdiction, whether now or hereafter in effect; or any such petition or application shall be filed or any such proceeding shall be commenced against any Obligor or any of its subsidiaries, and such Obligor or such subsidiary consents thereto or the same is not dismissed or otherwise discharged within 60 days; or an order, judgment or decree shall be entered appointing any such trustee, custodian, receiver or liquidator or granting relief to any Obligor or any of its subsidiaries or approving the petition in any such proceeding; any final order, judgment or decree shall be entered in any proceedings against any Obligor or any of its subsidiaries decreeing its dissolution; or any final order, judgment, or decree shall be entered in any proceedings against any Obligor or any of its subsidiaries decreeing its split-up which requires the divestiture of a substantial part of its assets. (b) Any Obligor or any of its subsidiaries shall fail to file any tax returns (federal, state and local) required to have been filed or to pay all taxes shown thereon to be due, except those for which extensions have been obtained, those which are being contested in good faith and those state and local returns which in the aggregate are not material. (c) The existence of any decision, judgment, order, writ, injunction, decree, award or determination that adversely affects the performance by any Obligor of its obligations under this Agreement; or the occurrence of any reportable event in connection with, or the default in the performance of any obligation or the Company or any of its subsidiaries in respect of, any employee benefit plan of the Company or any of its subsidiaries. (d) The discovery by any Noteholder that any representation or warranty made by the Obligors or any of them in this Agreement was untrue, incorrect or misleading in any material respect when made. (e) Any Lien, writ, claim or charge, including any mechanic's or materialman's lien, any abstract of judgment, or any writ of attachment, garnishment or sequestration is filed against or with respect to the Senior Lenders' collateral, whether or not naming the Company as a defendant, except for Permitted Liens. (f) Any Obligor breaches or defaults in performance of any covenant or agreement contained in this Agreement. (g) The existence or occurrence of any default or event of default under any Senior Loan Document (unless the Senior Lenders waive any such default or event of default and all consequences thereof) (A) not existing and disclosed in writing to the Noteholders on the Closing Date and (B) continuing for 14 days from the date of such existence or occurrence without being cured. (h) The giving by any Person of notice to any Obligor or any of its subsidiaries or the taking by any Person of any other action with respect to a claimed default or event of default with respect to any other Debt or liabilities of any Obligor or any of its subsidiaries equal to or greater than, individually or in the aggregate, $500,000; the acceleration of (or the existence of any right to accelerate) any such Debt or liability or the exercise of any remedy with respect to any such Debt or liability or any security therefor; or the existence of any decision, judgment, award or determination involving claims against any Obligor or any of its subsidiaries that were unknown to the Noteholders on the effective date of this Agreement and equal to or greater than, individually or in the aggregate, $500,000. (i) The entry of any injunction, restraining or similar order issued by a court of competent jurisdiction or by any federal or state regulatory or administrative agency that restrains, restricts or prohibits or imposes substantial penalties or damages with respect to (or any other materially adverse relief or remedy in connection with), the consummation of any of the transactions contemplated by the Metrocall Transaction Agreements or this Agreement. (j) If (A) holders of shares of Preferred Stock or common stock of the Company have demanded, in connection with the Metrocall Transactions or the dissolution of the Company, appraisal rights with respect thereto in accordance with the New York Business Corporation Law or if the holders of shares of Preferred Stock exercise any right to require the redemption, repurchase or other acquisition for value of such Preferred Stock, (B) the aggregate amounts payable to any or all such holders by virtue of or in settlement of such demands or exercises exceed $500,000 and (C) such amounts payable to such holders are or may become payable prior to or on a PARI PASSU basis with the Company's obligations under the Securities and this Agreement or otherwise are not subordinate in right of payment or with respect to remedies to such obligations in a manner reasonably satisfactory to the Noteholders. (k) If the Company or any of its subsidiaries shall fail to proceed diligently and in good faith to wind up its affairs, discharge all Senior Indebtedness in full and to make distributions as provided in Article III of this Agreement in accordance with the plans and timetables approved by the Noteholders or otherwise agreed to by the Company and the Noteholders pursuant to Section 6.1 of this Agreement. (l) If this Agreement, any Indenture Instrument, or any provision hereof or thereof shall, for any reason, not be valid and binding on any Obligor, or not be in full force and effect, or shall be declared to be null and void; or such validity or enforceability shall be contested by any Obligor or any of its subsidiaries; or any Obligor or any of its subsidiaries shall deny that it has any or further liability or obligation hereunder or thereunder.
Appears in 1 contract
Termination of Forbearance. Upon the (a) The occurrence of any of the following events, the Forbearance Period events or circumstances shall terminate and any or all of the Noteholders, any other Holders and the Trustee shall, at its or their sole option and absolute discretion, will be entitled to exercise all rights and pursue all remedies referred to in Section 2.2 (c) or otherwise available, including collecting amounts due under or constitute a termination event with respect to the Securities and the other Indenture Instruments:Forbearance (each, a “Termination Event”):
(ai) Any Obligor or any of its subsidiaries shall make an assignment for the benefit of creditors or shall petition or apply to any tribunal for the appointment of a trustee, custodian, receiver or liquidator of it or of all or any substantial part of its assets or shall commence any proceedings relating to any Obligor or any of its subsidiaries under any bankruptcy, reorganization, compromise, arrangement, insolvency, readjustment of debts, conservatorship, moratorium, dissolution, liquidation or other debtor relief law of any jurisdiction, whether now or hereafter in effect; or any such petition or application shall be filed or any such proceeding shall be commenced against any Obligor or any of its subsidiaries, and such Obligor or such subsidiary consents thereto or the same is not dismissed or otherwise discharged within 60 days; or an order, judgment or decree shall be entered appointing any such trustee, custodian, receiver or liquidator or granting relief to any Obligor or any of its subsidiaries or approving the petition in any such proceeding; any final order, judgment or decree shall be entered in any proceedings against any Obligor or any of its subsidiaries decreeing its dissolution; or any final order, judgment, or decree shall be entered in any proceedings against any Obligor or any of its subsidiaries decreeing its split-up which requires the divestiture of a substantial part of its assets.
(b) Any Obligor or any of its subsidiaries shall fail to file any tax returns (federal, state and local) required to have been filed or to pay all taxes shown thereon to be due, except those for which extensions have been obtained, those which are being contested in good faith and those state and local returns which in the aggregate are not material.
(c) The existence of any decision, judgment, order, writ, injunction, decree, award or determination that adversely affects the performance by any Obligor of its obligations under this Agreement; or the occurrence of any reportable event in connection withEvent of Default under the Credit Agreement that is not a Specified Default;
(ii) failure by the Parent or either of the Borrowers to comply with or perform under any provision of this Agreement, which failure, is not cured within three (3) Business Days following the Borrowers’ receipt of notice of such failure from the Administrative Agent or the default in Lenders constituting Required Lenders;
(iii) the performance exercise by the holders of any obligation Material Indebtedness (other than the Obligations) of any remedy under the applicable documents governing such Material Indebtedness during the Forbearance Period or the Company acceleration of any such Material Indebtedness (other than the Obligations), in each case, to the extent with respect to the Borrowers’ 10.000% Second Lien Senior Secured Notes due 2029, unless such exercise of any remedy or any of its subsidiaries in respect of, any employee benefit plan of acceleration is directed by or supported by the Company or any of its subsidiaries.Forbearing Lenders;
(div) The discovery by any Noteholder that any representation or warranty made by the Obligors or of any of them in this Agreement was untrue, incorrect or Loan Party contained herein shall have been intentionally misleading in any material respect when made.;
(ev) Any Lienthe termination or expiration of any other forbearance, writdeferral or similar agreement for any reason (including by lapse, claim termination, or chargedefault) entered into between the by the Parent or either of the Borrowers, including on the one hand, and any mechanic's holders of Indebtedness or materialman's lienthe Opioid Trust, on the other hand, including, without limitation and for the avoidance of doubt, any abstract of judgmentthe Notes Forbearance Agreements (as defined below);
(vi) the Company’s entry into any amendment to the Opioid Deferred Cash Payments Agreement or Opioid Settlement, or any writ other alteration of attachmentthe payment terms of the Opioid Deferred Cash Payments Agreement or Opioid Settlement, garnishment or sequestration that is filed against or with respect not acceptable to the Senior Lenders' collateral, whether or not naming the Company as a defendant, except for Permitted Liens.Lenders constituting Required Lenders in their sole discretion (other than any extension to any date of payment thereunder);
(fvii) Any Obligor breaches or defaults in performance the making of any covenant payments to any holder of Indebtedness (other than the Obligations) or agreement contained in this Agreement.
(g) The existence or occurrence the Opioid Trust without the consent of any default or event of default under any Senior Loan Document (unless the Senior Lenders waive any such default or event of default and all consequences thereof) constituting Required Lenders other than (A) not existing and disclosed the payment of advisors’ fees, (B) payments under the New First Lien Notes or the 10.000% Second Lien Senior Secured Notes due 2029, in writing to each case in accordance with the Noteholders terms thereof (as in effect on the date hereof, including, without limitation, as a result of the Notes Forbearance Agreements), (C) payments under the Closing Date and A/R Facility in accordance with the terms thereof (B) continuing for 14 days from as in effect on the date hereof, including, without limitation, as a result of such existence or occurrence without the forbearance agreement being cured.
entered into on the date hereof), (hD) The giving by any Person of notice payments under Indebtedness owed to any Obligor the Parent or any of its subsidiaries or the taking Subsidiaries; provided that no payments will be made in respect of Indebtedness owed by any Person of any other action with respect to a claimed default or event of default with respect Loan Party to any other Debt or liabilities Subsidiary of any Obligor or any of its subsidiaries equal to or greater than, individually or the Parent that is not a Loan Party unless (x) such payments are in the aggregateordinary course of business or (y) the net aggregate amount of such payments (over the amount of payments or loans made by Subsidiaries of the Parent that are not Loan Parties to Loan Parties) does not exceed $5,000,000 during the Forbearance Period, and (E) payments in respect of indebtedness with an aggregate principal amount not in excess of $500,000125 million; the acceleration of or
(or the existence of any right to accelerateviii) any such Debt Loan Party’s entry into a restructuring support agreement or liability or the exercise of any remedy with respect to any such Debt or liability or any security therefor; or the existence of any decision, judgment, award or determination involving claims against any Obligor or any of its subsidiaries similar agreement that were unknown is not acceptable to the Noteholders on the effective date of this Agreement and equal to or greater than, individually or Lenders constituting Required Lenders in the aggregate, $500,000their sole discretion.
(ib) The entry Parent and each of the Borrowers acknowledge and agree that the occurrence of a Termination Event shall constitute an immediate Event of Default under the Credit Agreement to the extent any Specified Default shall have occurred, be continuing and then constitute an Event of Default as though this Agreement had never come into effect. The Parent and the Borrowers shall provide notice to the Forbearing Lenders promptly upon (and, in no event later than one (1) Business Day following a Financial Officer acquiring actual knowledge of) the occurrence of any injunctionTermination Event, restraining or similar order issued by a court of competent jurisdiction or by any federal or state regulatory or administrative agency it being agreed that restrains, restricts or prohibits or imposes substantial penalties or damages with respect an email to (or any other materially adverse relief or remedy in connection with), the consummation of any of the transactions contemplated by the Metrocall Transaction Agreements or this Agreement.
(j) If (A) holders of shares of Preferred Stock or common stock of the Company have demanded, in connection with the Metrocall Transactions or the dissolution of the Company, appraisal rights with respect thereto in accordance with the New York Business Corporation Law or if the holders of shares of Preferred Stock exercise any right to require the redemption, repurchase or other acquisition Gxxxxx Dxxx shall be sufficient for value of such Preferred Stock, (B) the aggregate amounts payable to any or all such holders by virtue of or in settlement of such demands or exercises exceed $500,000 and (C) such amounts payable to such holders are or may become payable prior to or on a PARI PASSU basis with the Company's obligations under the Securities and this Agreement or otherwise are not subordinate in right of payment or with respect to remedies to such obligations in a manner reasonably satisfactory to the Noteholders.
(k) If the Company or any of its subsidiaries shall fail to proceed diligently and in good faith to wind up its affairs, discharge all Senior Indebtedness in full and to make distributions as provided in Article III purposes of this Agreement in accordance with the plans and timetables approved by the Noteholders or otherwise agreed to by the Company and the Noteholders pursuant to Section 6.1 of this Agreementnotice.
(l) If this Agreement, any Indenture Instrument, or any provision hereof or thereof shall, for any reason, not be valid and binding on any Obligor, or not be in full force and effect, or shall be declared to be null and void; or such validity or enforceability shall be contested by any Obligor or any of its subsidiaries; or any Obligor or any of its subsidiaries shall deny that it has any or further liability or obligation hereunder or thereunder.
Appears in 1 contract
Termination of Forbearance. Upon the occurrence of any of the following events, the The Forbearance Period shall terminate and any or all of upon the Noteholdersearlier to occur of: (1) 5:00 pm (New York City Time) on July 1, any other Holders and the Trustee shall, at its or their sole option and absolute discretion, will be entitled to exercise all rights and pursue all remedies referred to in Section 2.2 2014; (c2) or otherwise available, including collecting amounts due under or with respect to the Securities and the other Indenture Instruments:
(a) Any Obligor or any of its subsidiaries shall make an assignment for the benefit of creditors or shall petition or apply to any tribunal for the appointment of a trustee, custodian, receiver or liquidator of it or of all or any substantial part of its assets or shall commence any proceedings relating to any Obligor or any of its subsidiaries under any bankruptcy, reorganization, compromise, arrangement, insolvency, readjustment of debts, conservatorship, moratorium, dissolution, liquidation or other debtor relief law of any jurisdiction, whether now or hereafter in effect; or any such petition or application shall be filed or any such proceeding shall be commenced against any Obligor or any of its subsidiaries, and such Obligor or such subsidiary consents thereto or the same is not dismissed or otherwise discharged within 60 days; or an order, judgment or decree shall be entered appointing any such trustee, custodian, receiver or liquidator or granting relief to any Obligor or any of its subsidiaries or approving the petition in any such proceeding; any final order, judgment or decree shall be entered in any proceedings against any Obligor or any of its subsidiaries decreeing its dissolution; or any final order, judgment, or decree shall be entered in any proceedings against any Obligor or any of its subsidiaries decreeing its split-up which requires the divestiture of a substantial part of its assets.
(b) Any Obligor or any of its subsidiaries shall fail to file observe, perform, or comply with any tax returns of the material terms, conditions or provisions of this Agreement as and when required and/or any other Event of Default (federal, state and localother than the Existing Defaults) required to have been filed shall occur under the Existing Related Documents or to pay all taxes shown thereon to be due, except those for which extensions have been obtained, those which are being contested in good faith and those state and local returns which in the aggregate are not material.
(c) The existence of any decision, judgment, order, writ, injunction, decree, award or determination that adversely affects the performance by other agreement between any Obligor of and the Lenders (or its obligations under this Agreement; affiliates) or the occurrence of any reportable event in connection with, or the default in the performance of any obligation or other indebtedness issued by the Company to a Lender or any of its subsidiaries in respect of, any employee benefit plan of the Company or any of its subsidiaries.
affiliates; (d3) The discovery by any Noteholder that any representation or warranty made herein, in any document executed and delivered in connection herewith, or in any report, certificate, financial statement or other instrument or document now or hereafter furnished by the Obligors or on behalf of any of them Obligor in connection with this Agreement was untrueAgreement, incorrect shall prove to have been false, incomplete or misleading in any material respect when on the date as of which it was made.
; (e4) Any Lienany suit, writ, claim proceeding or charge, including other action is commenced by any mechanic's or materialman's lien, any abstract of judgment, or any writ of attachment, garnishment or sequestration is filed other creditor against or with respect to the Senior Lenders' collateral, whether or not naming the Company as a defendant, except for Permitted Liens.
concerning claims in excess of $100,000; (f5) Any Obligor breaches or defaults in performance of any covenant or agreement contained in this Agreement.
(g) The existence or occurrence of any default or event of default shall occur under any Senior Loan Document other Indebtedness (unless as defined below) of the Senior Lenders waive any such default or event Company; (6) the stockholders of default and all consequences thereofthe Company shall not have approved the Authorized Share Amendment (as defined below) (A) not existing and disclosed in writing to at a meeting of stockholders called for the Noteholders on purpose of the Closing Date and (B) continuing for 14 days from approval of the date of such existence or occurrence without being cured.
(h) The giving by any Person of notice to any Obligor or any of its subsidiaries or the taking by any Person of any other action with respect to a claimed default or event of default with respect to any other Debt or liabilities of any Obligor or any of its subsidiaries equal to or greater than, individually or in the aggregate, $500,000; the acceleration of (or the existence of any right to accelerate) any such Debt or liability or the exercise of any remedy with respect to any such Debt or liability or any security thereforsame; or the existence of any decision, judgment, award or determination involving claims against any Obligor or any of its subsidiaries that were unknown to the Noteholders on the effective date of this Agreement and equal to or greater than, individually or in the aggregate, $500,000.
(i7) The entry of any injunction, restraining or similar order issued by a court of competent jurisdiction or by any federal or state regulatory or administrative agency that restrains, restricts or prohibits or imposes substantial penalties or damages with respect to (or any other materially adverse shall enter an order for relief or remedy take any similar action in connection with)respect of any Obligor in an involuntary case under any applicable bankruptcy, insolvency, reorganization, moratorium or similar law now or hereafter in effect or a petition for relief under any applicable bankruptcy, insolvency, reorganization, moratorium or other similar law shall be filed by or against an Obligor. Upon termination of the consummation of Forbearance Period, should the Surrendered Notes or any of the transactions contemplated by the Metrocall Transaction Agreements or this Agreement.
(j) If (A) holders of shares of Preferred Stock or common stock of the Company have demanded, in connection with the Metrocall Transactions or the dissolution of the Company, appraisal rights with respect thereto in accordance with the New York Business Corporation Law or if the holders of shares of Preferred Stock exercise any right to require the redemption, repurchase or other acquisition for value of such Preferred Stock, (B) the aggregate amounts payable to any or all such holders by virtue of or in settlement of such demands or exercises exceed $500,000 and (C) such amounts payable to such holders are or may become payable prior to or on a PARI PASSU basis with the Company's ’s obligations under the Securities Existing Related Documents not be satisfied in full, the Lenders shall be entitled to pursue immediately their various rights and this Agreement or otherwise remedies, including their Default Rights, against the Obligors, without regard to notice and cure periods, all of which are not subordinate in right hereby waived by the Obligors. Without limiting the generality of payment or with respect the foregoing, upon termination of the Forbearance Period, the Lenders shall be permitted to remedies immediately exercise their rights to such obligations in a manner reasonably satisfactory demand and collect on the Outstanding Amount, subject to the Noteholders.
(k) If terms of the Company or any of its subsidiaries shall fail to proceed diligently and in good faith to wind up its affairs, discharge all Senior Indebtedness in full and to make distributions as provided in Article III of this Agreement in accordance with the plans and timetables approved by the Noteholders or otherwise agreed to by the Company and the Noteholders pursuant to Section 6.1 of this Intercreditor Agreement.
(l) If this Agreement, any Indenture Instrument, or any provision hereof or thereof shall, for any reason, not be valid and binding on any Obligor, or not be in full force and effect, or shall be declared to be null and void; or such validity or enforceability shall be contested by any Obligor or any of its subsidiaries; or any Obligor or any of its subsidiaries shall deny that it has any or further liability or obligation hereunder or thereunder.
Appears in 1 contract
Samples: Exchange and Waiver Agreement (Urigen Pharmaceuticals, Inc.)
Termination of Forbearance. Upon If any one or more of the occurrence Forbearance Conditions is not satisfied at any time (time being of the essence), the agreement to forbear as set forth in Section 3(a) of this Agreement shall terminate (unless the failure to satisfy any Forbearance Condition is waived in writing by the Required Lenders, in their sole discretion). On and after the Forbearance Termination Date, Lender Parties shall be authorized, at any time and without further notice to or demand upon Borrowers or any other Person, to enforce all of their respective remedies under the Loan Agreement and the Other Documents and Applicable Law. Notwithstanding anything to the contrary contained in this Agreement or any Loan Document, Agent shall not be required to exercise any rights and remedies with respect to any Blocked Account, Operating Account, deposit account or control account or under any bank agency, control, lockbox, depository or similar agreement (including the rights set forth in Sections 4.14(d) and (h) of the Loan Agreement), either prior to or after the Forbearance Termination Date, unless Agent so elects or it is directed to do so by the Required Lenders; provided, however, that, notwithstanding the Forbearance Termination Date, Agent shall not apply Borrowers' cash on hand or in deposit accounts to the payment of any of the following events, the Forbearance Period shall terminate and any or all of the Noteholders, any Obligations (other Holders and the Trustee shall, at its or their sole option and absolute discretion, will be entitled to exercise all rights and pursue all remedies referred to in Section 2.2 (c) or otherwise available, including collecting amounts due under or with respect to the Securities and the other Indenture Instruments:
(a) Any Obligor or any of its subsidiaries shall make an assignment than for the benefit payment of creditors Bank Product Obligations and other than cash collateral for Letters of Credit or shall petition or apply to any tribunal for the appointment of a trustee, custodian, receiver or liquidator of it or of all or any substantial part of its assets or shall commence any proceedings relating to any Obligor or any of its subsidiaries under any bankruptcy, reorganization, compromise, arrangement, insolvency, readjustment of debts, conservatorship, moratorium, dissolution, liquidation or other debtor relief law of any jurisdiction, whether now or hereafter in effect; or any such petition or application shall be filed or any such proceeding shall be commenced against any Obligor or any of its subsidiaries, and such Obligor or such subsidiary consents thereto or the same is not dismissed or otherwise discharged within 60 days; or an order, judgment or decree shall be entered appointing any such trustee, custodian, receiver or liquidator or granting relief to any Obligor or any of its subsidiaries or approving the petition in any such proceeding; any final order, judgment or decree shall be entered in any proceedings against any Obligor or any of its subsidiaries decreeing its dissolution; or any final order, judgment, or decree shall be entered in any proceedings against any Obligor or any of its subsidiaries decreeing its split-up which requires the divestiture of a substantial part of its assets.
Bank Product Obligations) without first having provided at least two (b2) Any Obligor or any of its subsidiaries shall fail to file any tax returns (federal, state and local) required to have been filed or to pay all taxes shown thereon to be due, except those for which extensions have been obtained, those which are being contested in good faith and those state and local returns which in the aggregate are not material.
(c) The existence of any decision, judgment, order, writ, injunction, decree, award or determination that adversely affects the performance by any Obligor of its obligations under this Agreement; or the occurrence of any reportable event in connection with, or the default in the performance of any obligation or the Company or any of its subsidiaries in respect of, any employee benefit plan of the Company or any of its subsidiaries.
(d) The discovery by any Noteholder that any representation or warranty made by the Obligors or any of them in this Agreement was untrue, incorrect or misleading in any material respect when made.
(e) Any Lien, writ, claim or charge, including any mechanic's or materialman's lien, any abstract of judgment, or any writ of attachment, garnishment or sequestration is filed against or with respect to the Senior LendersBusiness Days' collateral, whether or not naming the Company as a defendant, except for Permitted Liens.
(f) Any Obligor breaches or defaults in performance of any covenant or agreement contained in this Agreement.
(g) The existence or occurrence of any default or event of default under any Senior Loan Document (unless the Senior Lenders waive any such default or event of default and all consequences thereof) (A) not existing and disclosed in writing to the Noteholders on the Closing Date and (B) continuing for 14 days from the date of such existence or occurrence without being cured.
(h) The giving by any Person of prior written notice to any Obligor Loan Party or any of its subsidiaries such Loan Party's legal counsel (except that the requirement for giving such notice shall not apply if a Lien Enforcement Action is commenced or the taking by any Person of any other action with respect to a claimed default or event of default with respect to any other Debt or liabilities of any Obligor or any of its subsidiaries equal to or greater than, individually or in the aggregate, $500,000; the acceleration of (or the existence of any right to accelerate) any such Debt or liability or the exercise of any remedy undertaken with respect to any such Debt cash to the extent necessary for Agent to assert or liability or any security therefor; or enforce the existence of any decision, judgment, award or determination involving claims against any Obligor or any priority of its subsidiaries that were unknown to the Noteholders on the effective date of this Agreement and equal to or greater than, individually or in the aggregate, $500,000.
(i) The entry of any injunction, restraining or similar order issued by a court of competent jurisdiction or by any federal or state regulatory or administrative agency that restrains, restricts or prohibits or imposes substantial penalties or damages with respect to (or any other materially adverse relief or remedy in connection with), the consummation of any of the transactions contemplated by the Metrocall Transaction Agreements or this Agreement.
(j) If (A) holders of shares of Preferred Stock or common stock of the Company have demanded, in connection with the Metrocall Transactions or the dissolution of the Company, appraisal rights with respect thereto in accordance with the New York Business Corporation Law or if the holders of shares of Preferred Stock exercise any right to require the redemption, repurchase or other acquisition for value of such Preferred Stock, (B) the aggregate amounts payable to any or all such holders by virtue of or in settlement of such demands or exercises exceed $500,000 and (C) such amounts payable to such holders are or may become payable prior to or on a PARI PASSU basis with the Company's obligations under the Securities and this Agreement or otherwise are not subordinate in right of payment or with respect to remedies to such obligations in a manner reasonably satisfactory to the Noteholders.
(k) If the Company or any of its subsidiaries shall fail to proceed diligently and in good faith to wind up its affairs, discharge all Senior Indebtedness in full Lien and to make distributions obtain the proceeds thereof as provided in Article III of this Agreement in accordance with against the plans and timetables approved by the Noteholders or otherwise agreed to by the Company and the Noteholders pursuant to Section 6.1 of this AgreementPerson undertaking such Lien Enforcement Action).
(l) If this Agreement, any Indenture Instrument, or any provision hereof or thereof shall, for any reason, not be valid and binding on any Obligor, or not be in full force and effect, or shall be declared to be null and void; or such validity or enforceability shall be contested by any Obligor or any of its subsidiaries; or any Obligor or any of its subsidiaries shall deny that it has any or further liability or obligation hereunder or thereunder.
Appears in 1 contract
