Common use of The Rights Offering; Subscription Rights Clause in Contracts

The Rights Offering; Subscription Rights. On and subject to the terms and conditions hereof, including entry of the Disclosure Statement Order by the Bankruptcy Court, (a) the Company, on behalf of Reorganized Xxxxxx, shall conduct the Rights Offering pursuant to and in accordance with this Agreement, the Rights Offering Procedures, and the Plan and (b) each Commitment Party shall, and shall cause each of its Affiliates (as applicable) to, exercise the Subscription Rights issued to and held by such Commitment Party or its Affiliates (as applicable), pursuant to and in accordance with this Agreement, the Rights Offering Procedures and the Plan; provided, however, that, if and to the extent that the Existing Common Stock Rejection occurs, then the Company shall not accept the subscriptions in respect of the Subscription Rights of the holders of Existing Common Stock from any holders of Existing Common Stock on account of such holders’ Existing Common Stock and instead all such shares shall be treated as Unsubscribed Shares. If requested by the Requisite Commitment Parties from time to time prior to the Rights Offering Expiration Time (and any extensions thereto), the Company shall use commercially reasonable efforts to notify, or cause the Rights Offering Subscription Agent to notify, within two (2) Business Days of receipt of such request by the Company, the Commitment Parties of the aggregate number of Subscription Rights known by the Company or the Rights Offering Subscription Agent to have been exercised pursuant to the Rights Offering as of the most recent practicable time before such request. The Rights Offering Shares and the shares of New Common Stock in respect of the Put Option Equity Premium will be made in reliance on the exemption from registration pursuant to Section 1145 of the Bankruptcy Code. The Unsubscribed Shares will be issued pursuant to the exemption from registration under Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder.

The Rights Offering; Subscription Rights. On and subject to the terms and conditions hereof, including entry of the Disclosure Statement Order by the Bankruptcy CourtApproval Order, (a) the Company, on behalf of the Reorganized XxxxxxCompany, shall conduct the Rights Offering Offerings pursuant to and in accordance with this Agreement, the Rights Offering Procedures, and the Plan and (b) each Commitment Party shall, and shall cause each of its Affiliates (as applicable) to, exercise the Subscription Rights issued to and held by such Commitment Party or its Affiliates (as applicable), pursuant to and in accordance with this Agreement, the Rights Offering Procedures and the Plan; provided, however, that, if and to the extent that the Existing Common Stock Rejection occurs, then the Company shall not accept the subscriptions in respect of the Subscription Rights of the holders of Existing Common Stock from any holders of Existing Common Stock on account of such holders’ Existing Common Stock and instead all such shares shall be treated as Unsubscribed SharesDisclosure Statement Order. If reasonably requested by Commitment Parties satisfying the definition of Requisite Commitment Parties pursuant to clause (a) thereof, from time to time prior to the Rights Offering Expiration Time (and any extensions thereto), the Company shall use commercially reasonable efforts to notify, or cause the Rights Offering Subscription Agent to notify, as soon as practicable and, in any event, within two (2) Business Days 48 hours of receipt of such request by the Company, the HoldCo Noteholders Commitment Parties of the aggregate number of HoldCo Noteholders Subscription Rights known by the Company or the Rights Offering Subscription Agent to have been exercised pursuant to the HoldCo Noteholders Rights Offering as of the most recent practicable time before such request. If reasonably requested by Commitment Parties satisfying the definition of “Requisite Commitment Parties” pursuant to clause (b) thereof, from time to time prior to the Rights Offering Expiration Time (and any extensions thereto), the Company shall notify, or cause the Rights Offering Subscription Agent to notify, as soon as practicable and, in any event, within 48 hours of receipt of such request by the Company, the HoldCo Equityholders Commitment Parties of the aggregate number of HoldCo Equityholders Subscription Rights known by the Company or the Rights Offering Subscription Agent to have been exercised pursuant to the HoldCo Equityholders Rights Offering as of the most recent practicable time before such request. The Rights Offerings will be conducted, at the Company’s election with the consent of the Requisite Commitment Parties (i) pursuant to an effective registration statement under the Securities Act or (ii) in reliance upon the exemption from registration under the Securities Act provided in Section 1145 of the Bankruptcy Code, and all Rights Offering Shares, including the Common Shares to be issued pursuant to the Commitment Premium (other than the Unsubscribed Shares purchased by the Commitment Parties pursuant to this Agreement) will be issued pursuant to such registration statement or in reliance upon such exemption, and the shares of New Common Stock in respect Disclosure Statement shall include a statement to such effect. The offer and sale of the Put Option Equity Premium Unsubscribed Shares purchased by the Commitment Parties pursuant to this Agreement will be made (i) pursuant to an effective registration statement under the Securities Act or (ii) in reliance on the exemption from registration pursuant to Section 1145 of the Bankruptcy Code. The Unsubscribed Shares will be issued pursuant to the exemption from registration under provided by Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunderanother available exemption from registration under the Securities Act, and the Disclosure Statement shall include a statement to such effect.

The Rights Offering; Subscription Rights. On and subject to the terms and conditions hereof, including entry of the Disclosure Statement Order by the Bankruptcy CourtBCA Approval Order, (a) the Company, on behalf of the Reorganized XxxxxxCompany, shall conduct the Rights Offering Offerings pursuant to and in accordance with this Agreement, the Rights Offering Procedures, and the Plan and (b) each Commitment Party shall, and shall cause each of its Affiliates (as applicable) to, exercise the Subscription Rights issued to and held by such Commitment Party or its Affiliates (as applicable), pursuant to and in accordance with this Agreement, the Rights Offering Procedures and the Plan; provided, however, that, if and to the extent that the Existing Common Stock Rejection occurs, then the Company shall not accept the subscriptions in respect of the Subscription Rights of the holders of Existing Common Stock from any holders of Existing Common Stock on account of such holders’ Existing Common Stock and instead all such shares shall be treated as Unsubscribed SharesConfirmation Order. If reasonably requested by the Requisite Commitment Parties satisfying the definition of the “Required Supporting Unsecured Noteholders” set forth in the Restructuring Support Agreement, from time to time prior to the Rights Offering Expiration Time (and any extensions thereto), the Company shall use commercially reasonable efforts to notify, or cause the Rights Offering Subscription Agent to notify, within two forty-eight (248) Business Days hours of receipt of such request by the Company, the Unsecured Commitment Parties of the aggregate number of Unsecured Subscription Rights known by the Company or the Rights Offering Subscription Agent to have been exercised pursuant to the Unsecured Rights Offering as of the most recent practicable time before such request. If reasonably requested by either the Requisite Commitment Parties or the Commitment Parties satisfying the definition of the “Required Supporting Secured Noteholders” set forth in the Restructuring Support Agreement, from time to time prior to the Rights Offering Expiration Time (and any extensions thereto), the Company shall notify, or cause the Rights Offering Subscription Agent to notify, within forty-eight (48) hours of receipt of such request by the Company, the Commitment Parties of the aggregate number of Secured Subscription Rights known by the Company or the Rights Offering Subscription Agent to have been exercised pursuant to the Secured Rights Offering as of the most recent practicable time before such request. The Rights Offering Shares Offerings will be conducted on a pro rata basis in reliance upon one or more exemptions from registration under the Securities Act, which will include the exemption provided in Section 1145 of the Bankruptcy Code to the fullest extent available and, to the extent such exemption is not available (and with respect to the Common Shares, only in the proportion required to preserve the availability of such exemption under Section 1145 of the Bankruptcy Code), the exemption from registration set forth in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder or another available exemption from registration under the Securities Act, and the shares of New Common Stock in respect Disclosure Statement shall include an appropriate statement to such effect. The offer and sale of the Put Option Equity Premium Unsubscribed Shares purchased by the Commitment Parties pursuant to this Agreement will be made in reliance on the exemption from registration pursuant to Section 1145 of the Bankruptcy Code. The Unsubscribed Shares will be issued pursuant to the exemption from registration under provided by Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunderanother available exemption from registration under the Securities Act, and the Disclosure Statement shall include a statement to such effect.

The Rights Offering; Subscription Rights. On and subject to the terms and conditions hereof, including entry of the Disclosure Statement Order by the Bankruptcy CourtBCA Approval Order, (a) the Company, on behalf of the Reorganized XxxxxxCompany, shall conduct the Rights Offering Offerings pursuant to and in accordance with this Agreement, the Rights Offering Procedures, and the Plan and (b) each Commitment Party shall, and shall cause each of its Affiliates (as applicable) to, exercise the Subscription Rights issued to and held by such Commitment Party or its Affiliates (as applicable), pursuant to and in accordance with this Agreement, the Rights Offering Procedures and the Plan; provided, however, that, if and to the extent that the Existing Common Stock Rejection occurs, then the Company shall not accept the subscriptions in respect of the Subscription Rights of the holders of Existing Common Stock from any holders of Existing Common Stock on account of such holders’ Existing Common Stock and instead all such shares shall be treated as Unsubscribed SharesPlan Solicitation Order. If reasonably requested by Commitment Parties satisfying the definition of Requisite Commitment Parties pursuant to clause (a) thereof, from time to time prior to the Rights Offering Expiration Time (and any extensions thereto), the Company shall use commercially reasonable efforts to notify, or cause the Rights Offering Subscription Agent to notify, within two (2) Business Days 48 hours of receipt of such request by the Company, the Unsecured Commitment Parties of the aggregate number of Unsecured Subscription Rights known by the Company or the Rights Offering Subscription Agent to have been exercised pursuant to the Unsecured Rights Offering as of the most recent practicable time before such request. If reasonably requested by Commitment Parties satisfying the definition of “Requisite Commitment Parties” pursuant to clause (b) thereof, from time to time prior to the Rights Offering Expiration Time (and any extensions thereto), the Company shall notify, or cause the Rights Offering Subscription Agent to notify, within 48 hours of receipt of such request by the Company, the Secured Commitment Parties of the aggregate number of Secured Subscription Rights known by the Company or the Rights Offering Subscription Agent to have been exercised pursuant to the Secured Rights Offering as of the most recent practicable time before such request. The Rights Offerings will be conducted in reliance upon the exemption from registration under the Securities Act provided in Section 1145 of the Bankruptcy Code, and all Rights Offering Shares (other than the Unsubscribed Shares purchased by the Commitment Parties pursuant to this Agreement) will be issued in reliance upon such exemption, and the shares of New Common Stock in respect Disclosure Statement shall include a statement to such effect. The offer and sale of the Put Option Equity Premium Unsubscribed Shares purchased by the Commitment Parties pursuant to this Agreement will be made in reliance on the exemption from registration pursuant to Section 1145 of the Bankruptcy Code. The Unsubscribed Shares will be issued pursuant to the exemption from registration under provided by Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunderanother available exemption from registration under the Securities Act, and the Disclosure Statement shall include a statement to such effect.

The Rights Offering; Subscription Rights. (a) On and subject to the terms and conditions hereof, including entry of the Disclosure Statement EBA Approval Order by the Bankruptcy Court, (a) the Company, on behalf of Reorganized Xxxxxx, Company shall conduct the Rights Offering pursuant to and in accordance with this Agreement, the Rights Offering Procedures, this Agreement and the Plan and Solicitation Order, as applicable. (b) each Commitment Party shall, and shall cause each of its Affiliates (as applicable) to, exercise the Subscription Rights issued to and held by such Commitment Party or its Affiliates (as applicable), pursuant to and in accordance with this Agreement, the Rights Offering Procedures and the Plan; provided, however, that, if and to the extent that the Existing Common Stock Rejection occurs, then the Company shall not accept the subscriptions in respect of the Subscription Rights of the holders of Existing Common Stock from any holders of Existing Common Stock on account of such holders’ Existing Common Stock and instead all such shares shall be treated as Unsubscribed Shares. If requested by the Requisite Commitment Consenting Parties from time to time prior to the Rights Offering Expiration Time (and any permitted extensions thereto), the Company shall use commercially reasonable efforts to notify, or cause the Rights Offering Subscription Agent to notify, within two forty eight (248) Business Days hours of receipt of such request by the Company, the Commitment Equity Backstop Parties of the aggregate number of Subscription Rights known by the Company or the Rights Offering Subscription Agent to have been exercised pursuant to the Rights Offering as of the most recent practicable time before such request. The Rights Offering Shares will be conducted, and the shares of New Common Stock in respect of Rights Offering Shares (other than the Put Option Equity Premium will be made Unsubscribed Shares) issued to Rights Offering Participants in reliance on upon the exemption from registration pursuant to provided in Section 1145 of the Bankruptcy Code. The offer and sale of the Unsubscribed Shares purchased by the Equity Backstop Parties pursuant to this Agreement will be issued pursuant to conducted in reliance upon the exemption from registration under Section 4(a)(2) of the Securities Act Act, or Regulation D promulgated thereunderanother available exemption from registration under the Securities Act, as applicable, and the Plan and the Disclosure Statement shall each include a statement to such effect. (c) All Convertible Series A Preferred Shares, including any such shares issued to Rights Offering Participants pursuant to the Rights Offering and any Unsubscribed Shares issued to Equity Backstop Parties pursuant to this Agreement, will be issued subject to Agreed Dilution.

The Rights Offering; Subscription Rights. On and subject to the terms and conditions hereof, including entry of the Disclosure Statement Order and the Approval Order by the Bankruptcy Court, (a) the Company, on behalf of Reorganized Xxxxxx, shall conduct the Rights Offering pursuant to and in accordance with this Agreement, the Rights Offering Procedures, and the Plan and (b) each Commitment Party shall, and shall exercise or cause each of its Affiliates (as applicable) to, exercise the to be exercised all Subscription Rights issued to in respect of all 2020 Notes Claims, 2022 Notes Claims and Existing Interests held by such Commitment Party or its Affiliates as of the date of the Original Agreement or, with respect to Saba or its Affiliates only, all 2020 Notes Claims, 2022 Notes Claims and Existing Interests held as of the close of business on January 23, 2019 (assuming all unsettled trades outstanding as applicable), pursuant to and in accordance of such time with this Agreement, the Rights Offering Procedures and the Plan; provided, however, that, if and respect to the extent that Unsecured Notes have settled, regardless of whether such trades have in fact settled) and set forth on Schedule 6 hereto, or with respect to any Commitment Party who signs a joinder agreement in the Existing Common Stock Rejection occursform set forth on Exhibit A, then the Company shall not accept the subscriptions in respect exercise or cause to be exercised all Subscription Rights held by such Commitment Party or its Affiliates as of the Subscription Rights date of the holders of Existing Common Stock from any holders of Existing Common Stock on account execution of such holders’ Existing Common Stock and instead all such shares shall be treated as Unsubscribed Sharesjoinder agreement (the “Required Rights”). If requested by the Requisite Commitment Parties from time to time prior to the Rights Offering Expiration Time (and any extensions thereto), the Company shall use commercially reasonable efforts to notify, or cause the Rights Offering Subscription Agent to notify, within two (2) Business Days of receipt of such request by the Company, the Commitment Parties of the aggregate number of Subscription Rights known by the Company or the Rights Offering Subscription Agent to have been exercised pursuant to the Rights Offering as of the most recent practicable time before such request. The Rights Offering Shares and the shares of New Common Stock in respect of the Put Option Equity Premium will be made in reliance on the exemption from registration pursuant to Section 1145 of the Bankruptcy Code. The Unsubscribed Shares will be issued pursuant to the exemption from registration under Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder.

The Rights Offering; Subscription Rights. On and subject to the terms and conditions hereof, including entry of the Disclosure Statement Order by PPA and BCA Approval Order, the Bankruptcy Court, (a) the Company, on behalf of Reorganized Xxxxxx, Company shall conduct the Rights Offering to holders of Allowed Claims in Class 2 and Class 5B as of the Record Date pursuant to and in accordance with this Agreement, the Rights Offering Procedures, and the Plan and (b) each Commitment Party shall, and shall cause each of its Affiliates (as applicable) to, exercise the Subscription Rights issued to and held by such Commitment Party or its Affiliates (as applicable), pursuant to and in accordance with this Agreement, the Rights Offering Procedures and the Plan; provided, however, that, if PPA and to the extent that the Existing Common Stock Rejection occurs, then the Company shall not accept the subscriptions in respect of the Subscription Rights of the holders of Existing Common Stock from any holders of Existing Common Stock on account of such holders’ Existing Common Stock and instead all such shares shall be treated as Unsubscribed SharesBCA Approval Order. If reasonably requested by the Requisite Commitment Parties Members of the Noteholder Steering Committee, from time to time prior to the Rights Offering Expiration Time (and any extensions thereto), the Company shall use commercially reasonable efforts to notify, or cause the Rights Offering Subscription Agent to notify, within two (2) Business Days 48 hours of receipt of such request by the Company, the Commitment Parties of the aggregate number of Subscription Rights known by the Company or the Rights Offering Subscription Agent to have been exercised pursuant to the Rights Offering as of the most recent practicable time before such request. The Rights Offering will be conducted in reliance upon the exemption from registration under the Securities Act provided in Section 1145 of the Bankruptcy Code, and all Rights Offering Shares (other than the Unsubscribed Shares purchased by the Commitment Parties pursuant to this Agreement) will be issued in reliance upon such exemption, and the shares Disclosure Statement shall include a statement to such effect. After consultation with counsel and the Noteholder Steering Committee, the Debtors may decrease the number of New Common Stock Subscription Rights distributed to and/or exercisable by (if previously distributed to) holders of Allowed Second Lien Notes Claims and Allowed Class 5B Claims as required by the Bankruptcy Court or the SEC, in respect each case, to allow the Rights Offering to be exempt from registration under the Securities Act of 1933 pursuant to section 1145 of the Put Option Equity Premium Bankruptcy Code; provided, however, that (a) in no event shall such decrease in the number of Subscription Rights result in a decrease of the aggregate Per Share Purchase Price for all Rights Offering Shares offered in the Rights Offering below $650 million, and (b) in no event shall the Per Share Purchase Price to be paid in the Rights Offering be subject to increase or decrease in connection with such decrease in the number of Subscription Rights. In the event of such decrease or reduction, any amounts excluded shall instead be purchased directly by the Commitment Parties pursuant to this Agreement and the Rights Offering Shares otherwise distributable pursuant to such excluded Subscription Rights shall be deemed to be Unsubscribed Shares. The offer and sale of the Unsubscribed Shares purchased by the Commitment Parties pursuant to this Agreement, as well as the issuance of Common Shares in connection with the Backstop Premiums, will be made in reliance on the exemption from registration pursuant to Section 1145 of the Bankruptcy Code. The Unsubscribed Shares will be issued pursuant to the exemption from registration under provided by Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunderanother available exemption from registration under the Securities Act, and the Disclosure Statement shall include a statement to such effect.