Common use of Transfer of Noteholder Claims Clause in Contracts

Transfer of Noteholder Claims. Notwithstanding anything to the contrary in this Agreement, each of the Consenting Noteholders agrees that, (A) until the occurrence of the earlier of the (i) Termination Date or (ii) Documentation Milestone, it shall not sell, assign, transfer, convey, pledge, hypothecate or otherwise dispose of, directly or indirectly (each such transfer, a “Transfer”), all or any of its Noteholder Claims (or any right related thereto and including any voting rights associated with such Noteholder Claims) and (B) thereafter, for so long as this Agreement has not been terminated in accordance with its terms, it shall not Transfer all or any of its Noteholder Claims (or any right related thereto and including any voting rights associated with such Noteholder Claims), unless the transferee thereof (a) agrees in an enforceable writing to assume and be bound by this Agreement and the Restructuring Term Sheet, and to assume the rights and obligations of the Consenting Noteholder under this Agreement and (b) promptly delivers such writing to the Company (each such transferee becoming, upon the Transfer, a Consenting Noteholder hereunder). The Company shall promptly acknowledge any such Transfer in writing and provide a copy of that acknowledgement to the transferor. By its acknowledgement of the relevant Transfer, the Company shall be deemed to have acknowledged that its obligations to the Consenting Noteholder hereunder shall be deemed to constitute obligations in favor of the relevant transferee. Any Transfer of any Noteholder Claim by a Consenting Noteholder that does not comply with the procedure set forth in the first sentence of this Section 6 shall be deemed void ab initio. This Agreement shall in no way be construed to preclude the Consenting Noteholders from acquiring additional Noteholder Claims, provided that any such additional Noteholder Claims shall automatically be deemed to be subject to the terms of this Agreement, and provided further that the Consenting Noteholders agree to furnish to the Company, DI and advisors to the Ad Hoc Bondholder Committee prompt notice within five (5) Business Days of the acquisition of any additional Notes.

Transfer of Noteholder Claims. Notwithstanding anything to the contrary in this Agreement, each of the Consenting Noteholders Each Participating Noteholder agrees that, (A) until the occurrence of the earlier of the (i) Termination Date or (ii) Documentation Milestone, it shall not sell, assign, transfer, convey, pledge, hypothecate or otherwise dispose of, directly or indirectly (each such transfer, a “Transfer”), all or any of its Noteholder Claims (or any right related thereto and including any voting rights associated with such Noteholder Claims) and (B) thereafter, for that so long as this Agreement has not been terminated in accordance with its terms, terms it shall not Transfer all directly or indirectly sell, pledge, hypothecate or otherwise transfer or dispose of, or grant, issue or sell any of its Noteholder Claims option, right to acquire, voting, participation or other interest in (or “Transfer”) any right related thereto and including any voting rights associated with such Noteholder Claims), unless the transferee thereof except to a party that (ai) is a Participating Noteholder or (ii) agrees in an enforceable writing to assume be subject to the terms and be bound by conditions of this Agreement and as a “Participating Noteholder”, by executing the Restructuring Term SheetJoinder attached hereto as Exhibit A by three business days following such transfer, and to assume the rights and obligations of the Consenting Noteholder under this Agreement and (b) promptly delivers such writing to the Company (each such transferee becoming, upon the Transfer, a Consenting Noteholder hereunder). The Company shall promptly acknowledge any such Transfer in writing and provide a copy of that acknowledgement which shall be provided to both Stroock & Stroock & Xxxxx LLP as counsel to the transferor. By its acknowledgement of Ad Hoc Group (“Stroock”, and together with Moelis & Company, as financial advisors to the relevant TransferAd Hoc Group and Canadian counsel to the Ad Hoc Group, the Company shall be deemed to have acknowledged that its obligations “Ad Hoc Group Advisors”) and Xxxxxxxx & Xxxxx LLP as counsel to the Consenting Noteholder hereunder shall be deemed to constitute obligations in favor of the relevant transfereeDebtors. Any Transfer of any Noteholder Claim by a Consenting Noteholder that does not comply with the procedure set forth in the first sentence of this Section 6 foregoing shall be deemed void ab initio. This Agreement shall in no way be construed to preclude the Consenting Noteholders any Noteholder from acquiring additional Noteholder ClaimsClaims or any other interests in any Debtors; provided, provided however, that any such additional Noteholder Claims shall or other interests in such Debtor shall, upon acquisition, automatically be deemed to be subject to all the terms of this Agreement; except to the extent that such additional Notes and Noteholder Claims are acquired by a Qualified Marketmaker in accordance with the following proviso. Provided, however, that the foregoing shall not limit transactions by any Qualified Marketmaker (as defined below) in respect of Notes and Noteholder Claims not otherwise subject to this Agreement (as identified on the signature pages hereto or acquired pursuant to the last sentence of the immediately preceding paragraph and not subject to the exception in such sentence, which such exception does not in any way apply to Notes or Noteholder Claims transferred or delivered in any manner to or from a Qualified Marketmaker that were at the time of transfer subject to this Agreement) (i) conducted in the ordinary course of its broker/dealer, market maker or flow trading business, and provided further that (ii) not entered into with a view towards establishing and holding directionally biased positions (including without limitation engaging in arbitrage positions with respect to Notes) for the Consenting Noteholders agree proprietary account of such Qualified Marketmaker, whether in a proprietary trading unit or otherwise. For the avoidance of doubt, the accumulation of an inventory of Notes by a Qualified Market Maker in the ordinary course of its broker/dealer, market maker or flow trading business shall not be deemed to furnish be establishing or holding a directionally biased position for purposes of clause (ii) of the immediately preceding sentence. Notwithstanding anything to the Companycontrary in this paragraph or otherwise, DI and advisors to the Ad Hoc Bondholder Committee prompt notice within five extent any Notes or Noteholder Claims that are subject to this Agreement (5) Business Days as identified on the signature pages hereto or acquired pursuant to the last sentence of the acquisition immediately preceding paragraph and not subject to the exception in such sentence, which such exception does not in any way apply to Notes or Noteholder Claims transferred or delivered in any manner to or from a Qualified Marketmaker that were at the time of transfer subject to this Agreement) are sold, purchased or otherwise transferred to or from any additional NotesQualified Marketmaker, any such Noteholder Claim shall at all times and in all respects remain subject to this Agreement. Notwithstanding anything to the contrary in the immediately preceding two paragraphs, the definition of Participating Noteholders herein, or otherwise, the full amount of the Noteholders Claims set forth on each Noteholder’s signature page to this Agreement is subject at all times and in all respects to the provisions of this Agreement, and each such amount shall not be reduced in any respect by invocation or application of the preceding two paragraphs of this Agreement, the definition of Participating Noteholders herein, or any other provisions of this Agreement or otherwise.

Transfer of Noteholder Claims. Notwithstanding anything to the contrary in this Agreement, each of the Consenting Noteholders agrees that, (A) that until the occurrence of the earlier of the (i) Termination Date or (ii) Documentation MilestoneDate, it shall not sell, assign, transfer, convey, pledge, hypothecate or otherwise dispose of, directly or indirectly (each such transfer, a “Transfer”), all or any of its Noteholder Claims (or any right related thereto and including any voting rights associated with such Noteholder Claims) and (B) thereafter, for so long as this Agreement has not been terminated in accordance with its terms, it shall not Transfer all or any of its Noteholder Claims (or any right related thereto and including any voting rights associated with such Noteholder Claims), unless the transferee thereof (ai) is a Consenting Noteholder or (ii)(a) agrees in an enforceable writing by executing a joinder in the form of Exhibit B to assume and be bound by this Agreement and the Restructuring Term Sheet, and to assume the rights and obligations of the Consenting Noteholder under this Agreement and (b) promptly delivers such writing to the Company (each such transferee becoming, upon the Transfer, a Consenting Noteholder hereunder). The Company shall promptly acknowledge any such Transfer in writing and provide a copy of that acknowledgement to the transferor. By its acknowledgement of the relevant Transfer, the Company shall be deemed to have acknowledged that its obligations to the Consenting Noteholder hereunder shall be deemed to constitute obligations in favor of the relevant transferee. Any Transfer of any Noteholder Claim by a Consenting Noteholder that does not comply with the procedure set forth in the first sentence of this Section 6 shall be deemed void ab initio. This Agreement shall in no way be construed to preclude the Consenting Noteholders from acquiring additional Noteholder Claims, provided that any such additional Noteholder Claims shall automatically be deemed to be subject to the terms of this Agreement, and provided further that the Consenting Noteholders agree to furnish to the Company, DI and advisors to the Ad Hoc Bondholder Committee Company prompt notice within five (5) Business Days of the acquisition of any additional Notes.

Transfer of Noteholder Claims. Notwithstanding anything to the contrary in this Agreementherein, each of the Consenting Noteholders agrees that, (A) until the occurrence of the earlier of the (i) Termination Date or (ii) Documentation Milestonefor so long as this Plan Support Agreement binds such Consenting Noteholder and has not been terminated in accordance with its terms with respect to such Consenting Noteholder, it shall not sell, assign, transfer, convey, pledge, hypothecate convey or otherwise dispose of, directly or indirectly (each such transfereach, a “Transfer”), all or any of its Senior Secured Noteholder Claims (or any right related thereto and including any voting rights associated with such Noteholder Claims) and (B) thereafter, for so long as this Agreement has not been terminated in accordance with its terms, it shall not Transfer all or any of its Noteholder Claims (or any right related thereto and including any voting rights associated with such Consenting Noteholder’s Senior Secured Noteholder Claims), unless the transferee thereof (a) is a Consenting Noteholder or agrees in an enforceable writing to assume and be bound by this Plan Support Agreement and the Restructuring Plan Term Sheet, and to assume the rights and obligations of the Consenting Noteholder under this Plan Support Agreement accruing from and after the date of such assignment and (b) promptly delivers such writing to the Company (by email to xxx.xxxxxxxx@xxxxxxxxxxx.xxx with a copy to xxxxxx@xxxxxx.xxx) (each such transferee becoming, upon the Transfer, a Consenting Noteholder hereunder). hereunder).1 The Company shall promptly acknowledge any such Transfer in writing and provide a copy of that acknowledgement to the transferor. By its acknowledgement of the relevant Transfer, the Company shall be deemed to have acknowledged that its obligations to the Consenting Noteholder hereunder shall be deemed to constitute obligations in favor of the relevant transferee. Any Transfer of any Senior Secured Noteholder Claim by a Consenting Noteholder that does not comply with the procedure set forth in the first sentence of this Section 6 7 shall be deemed void ab initio. This Plan Support Agreement shall in no way be construed to preclude the Consenting Noteholders from acquiring additional Senior Secured Noteholder Claims, provided that any such additional Senior Secured Noteholder Claims shall automatically be deemed to be subject to the terms of this Plan Support Agreement. In addition, and provided further that the Consenting Noteholders agree to furnish notwithstanding anything to the Companycontrary herein, DI and advisors for so long as this Plan Support Agreement has not been terminated in accordance with its terms, a Consenting Noteholder may offer, sell or otherwise transfer any or all of its Senior Secured Noteholder Claims to the Ad Hoc Bondholder Committee prompt notice within five (5) Business Days of the acquisition of any additional NotesAffiliated Transferee, who shall be automatically deemed bound by this Plan Support Agreement as a Consenting Noteholder, without any notice, approval or other requirements.

Transfer of Noteholder Claims. Notwithstanding anything to the contrary in this Agreement, each of the Consenting Noteholders agrees that, that (A) unless and until the occurrence of the earlier of the any individual Consenting Noteholder terminates its obligations under this Agreement pursuant to Section 6, and (iB) Termination Date or (ii) Documentation Milestonethereafter, solely with respect to those Consenting Noteholders who have not previously terminated their obligations under this Agreement pursuant to Section 6, and only for so long as this Agreement has not been terminated in accordance with its terms pursuant to Section 5, it shall not sell, assign, transfer, convey, pledge, hypothecate or otherwise dispose of, directly or indirectly (each such transfer, a “Transfer”), all or any of its Noteholder Claims (or any right related thereto and including any voting rights associated with such Noteholder Claims) and (B) thereafter, for so long as this Agreement has not been terminated in accordance with its terms, it shall not Transfer all or any of its Noteholder Claims (or any right related thereto and including any voting rights associated with such Noteholder Claims), unless the transferee thereof (a) agrees in an enforceable writing to assume and be bound by this Agreement and the Restructuring Term Sheet, and to assume the rights and obligations of the Consenting Noteholder under this Agreement and (b) promptly delivers such writing to the Company (each such transferee becoming, upon the Transfer, a Consenting Noteholder hereunder). The Company shall promptly acknowledge any such Transfer in writing and provide a copy of that acknowledgement to the transferor. By its acknowledgement of the relevant Transfer, the Company shall be deemed to have acknowledged that its obligations to the Consenting Noteholder hereunder shall be deemed to constitute obligations in favor of the relevant transferee. Any Transfer of any Noteholder Claim by a Consenting Noteholder that does not comply with the procedure set forth in the first sentence of this Section 6 7 shall be deemed void ab initio. This Agreement shall in no way be construed to preclude the Consenting Noteholders from acquiring additional Noteholder Claims, provided that any such additional Noteholder Claims shall automatically be deemed to be subject to the terms of this Agreement, and provided further that the Consenting Noteholders agree to furnish to the Company, DI and advisors to the Ad Hoc Bondholder Committee prompt notice within five (5) Business Days of the acquisition of any additional Notes.

Transfer of Noteholder Claims. Notwithstanding anything to the contrary in this Agreementherein, each of the Consenting Noteholders agrees that, (A) until the occurrence of the earlier of the (i) Termination Date or (ii) Documentation Milestonefor so long as this Agreement has not been terminated in accordance with its terms, it shall not sell, assign, transfer, convey, pledge, hypothecate or otherwise dispose of, directly or indirectly (each such transfer, a “Transfer”), all or any of its Noteholder Claims (or any right related thereto and including any voting rights associated with such Noteholder Claims) and (B) thereafter, for so long as this Agreement has not been terminated in accordance with its terms, it shall not Transfer all or any of its Noteholder Claims (or any right related thereto and including any voting rights associated with such Noteholder Claims), unless the transferee thereof (a) agrees in an enforceable writing to assume and be bound by this Agreement and the Restructuring Plan Term Sheet, and to assume the rights and obligations of the Consenting Noteholder under this Agreement and (b) promptly delivers such writing to the Company (each such transferee becoming, upon the Transfer, a Consenting Noteholder hereunder). The Company shall promptly acknowledge any such Transfer in writing and provide a copy of that acknowledgement to the transferor. By its acknowledgement of the relevant Transfer, the Company shall be deemed to have acknowledged that its obligations to the Consenting Noteholder hereunder shall be deemed to constitute obligations in favor of the relevant transferee. Any Transfer of any Noteholder Claim by a Consenting Noteholder that does not comply with the procedure set forth in the first sentence of this Section 6 7 shall be deemed void ab initio. This Agreement shall in no way be construed to preclude the Consenting Noteholders from acquiring additional Noteholder Claims, provided that any such additional Noteholder Claims shall automatically be deemed to be subject to the terms of this Agreement, and provided further that the Consenting Noteholders agree to furnish to the Company, DI and advisors other Parties to the Ad Hoc Bondholder Committee this Agreement prompt notice within five (5) Business Days of the acquisition of any additional Notes.

Transfer of Noteholder Claims. Notwithstanding anything to the contrary in this Agreement, each of the Consenting Noteholders Each Participating Noteholder agrees that, (A) until the occurrence of the earlier of the (i) Termination Date or (ii) Documentation Milestone, it shall not sell, assign, transfer, convey, pledge, hypothecate or otherwise dispose of, directly or indirectly (each such transfer, a “Transfer”), all or any of its Noteholder Claims (or any right related thereto and including any voting rights associated with such Noteholder Claims) and (B) thereafter, for that so long as this Agreement has not been terminated in accordance with its terms, terms it shall not Transfer all directly or indirectly sell, pledge, hypothecate or otherwise transfer or dispose of, or grant, issue or sell any of its Noteholder Claims option, right to acquire, voting, participation or other interest in (or “Transfer”) any right related thereto and including any voting rights associated with such Noteholder Claims), unless the transferee thereof except to a party that (ai) is a Participating Noteholder or (ii) agrees in an enforceable writing to assume be subject to the terms and be bound by conditions of this Agreement and as a “Participating Noteholder”, by executing the Restructuring Term SheetJoinder attached hereto as Exhibit A by three business days following such transfer, and to assume the rights and obligations of the Consenting Noteholder under this Agreement and (b) promptly delivers such writing to the Company (each such transferee becoming, upon the Transfer, a Consenting Noteholder hereunder). The Company shall promptly acknowledge any such Transfer in writing and provide a copy of that acknowledgement which shall be provided to both Stroock & Stroock & Xxxxx LLP as counsel to the transferor. By its acknowledgement of Ad Hoc Group (“Stroock”, and together with Moelis & Company, as financial advisors to the relevant TransferAd Hoc Group and Canadian counsel to the Ad Hoc Group, the Company shall be deemed to have acknowledged that its obligations “Ad Hoc Group Advisors”) and Xxxxxxxx & Xxxxx LLP as counsel to the Consenting Noteholder hereunder shall be deemed to constitute obligations in favor of the relevant transfereeDebtors. Any Transfer of any Noteholder Claim by a Consenting Noteholder that does not comply with the procedure set forth in the first sentence of this Section 6 foregoing shall be deemed void ab initio. This Agreement shall in no way be construed to preclude the Consenting Noteholders any Noteholder from acquiring additional Noteholder ClaimsClaims or any other interests in any Debtors; provided, provided however, that any such additional Noteholder Claims shall or other interests in such Debtor shall, upon acquisition, automatically be deemed to be subject to all the terms of this Agreement; except to the extent that such additional Notes and Noteholder Claims are acquired by a Qualified Marketmaker in accordance with the following proviso. Provided, however, that the foregoing shall not limit transactions by any Qualified Marketmaker (as defined below) in respect of Notes and Noteholder Claims not otherwise subject to this Agreement (as identified on the signature pages hereto or acquired pursuant to the last sentence of the immediately preceding paragraph and not subject to the exception in such sentence, which such exception does not in any way apply to Notes or Noteholder Claims transferred or delivered in any manner to or from a Qualified Marketmaker that were at the time of transfer subject to this Agreement) (i) conducted in the ordinary course of its broker/dealer, market maker or flow trading business, and provided further that (ii) not entered into with a view towards establishing and holding directionally biased positions (including without limitation engaging in arbitrage positions with respect to Notes) for the Consenting Noteholders agree proprietary account of such Qualified Marketmaker, whether in a proprietary trading unit or otherwise. For the avoidance of doubt, the accumulation of an inventory of Notes by a Qualified Market Maker in the ordinary course of its broker/dealer, market maker or flow trading business shall not be deemed to furnish be establishing or holding a directionally biased position for purposes of clause (ii) of the immediately preceding sentence. Notwithstanding anything to the Companycontrary in this paragraph or otherwise, DI and advisors to the Ad Hoc Bondholder Committee prompt notice within five extent any Notes or Noteholder Claims that are subject to this Agreement (5) Business Days as identified on the signature pages hereto or acquired pursuant to the last sentence of the acquisition immediately preceding paragraph and not subject to the exception in such sentence, which such exception does not in any way apply to Notes or Noteholder Claims transferred or delivered in any manner to or from a Qualified Marketmaker that were at the time of any additional Notes.transfer subject to this Agreement) are sold,

Transfer of Noteholder Claims. Notwithstanding anything to the contrary in this Agreementherein, each of the Consenting Noteholders agrees that, (A) until the occurrence of the earlier of the (i) Termination Date or (ii) Documentation Milestonefor so long as this Plan Support Agreement binds such Consenting Noteholder and has not been terminated in accordance with its terms with respect to such Consenting Noteholder, it shall not sell, assign, transfer, convey, pledge, hypothecate convey or otherwise dispose of, directly or indirectly (each such transfereach, a “Transfer”), all or any of its Senior Secured Noteholder Claims (or EXECUTION COPY any right related thereto and including any voting rights associated with such Noteholder Claims) and (B) thereafter, for so long as this Agreement has not been terminated in accordance with its terms, it shall not Transfer all or any of its Noteholder Claims (or any right related thereto and including any voting rights associated with such Consenting Noteholder’s Senior Secured Noteholder Claims), unless the transferee thereof (a) is a Consenting Noteholder or agrees in an enforceable writing to assume and be bound by this Plan Support Agreement and the Restructuring Plan Term Sheet, and to assume the rights and obligations of the Consenting Noteholder under this Plan Support Agreement accruing from and after the date of such assignment and (b) promptly delivers such writing to the Company (by email to xxx.xxxxxxxx@xxxxxxxxxxx.xxx with a copy to xxxxxx@xxxxxx.xxx) (each such transferee becoming, upon the Transfer, a Consenting Noteholder hereunder). hereunder).1 The Company shall promptly acknowledge any such Transfer in writing and provide a copy of that acknowledgement to the transferor. By its acknowledgement of the relevant Transfer, the Company shall be deemed to have acknowledged that its obligations to the Consenting Noteholder hereunder shall be deemed to constitute obligations in favor of the relevant transferee. Any Transfer of any Senior Secured Noteholder Claim by a Consenting Noteholder that does not comply with the procedure set forth in the first sentence of this Section 6 7 shall be deemed void ab initio. This Plan Support Agreement shall in no way be construed to preclude the Consenting Noteholders from acquiring additional Senior Secured Noteholder Claims, provided that any such additional Senior Secured Noteholder Claims shall automatically be deemed to be subject to the terms of this Plan Support Agreement. In addition, and provided further that the Consenting Noteholders agree to furnish notwithstanding anything to the Companycontrary herein, DI and advisors for so long as this Plan Support Agreement has not been terminated in accordance with its terms, a Consenting Noteholder may offer, sell or otherwise transfer any or all of its Senior Secured Noteholder Claims to the Ad Hoc Bondholder Committee prompt notice within five (5) Business Days of the acquisition of any additional NotesAffiliated Transferee, who shall be automatically deemed bound by this Plan Support Agreement as a Consenting Noteholder, without any notice, approval or other requirements.

Transfer of Noteholder Claims. Notwithstanding anything to the contrary in this Agreement, each of the Consenting Sponsoring Noteholders agrees that, (A) that until the occurrence of the earlier of the (i) Termination Date or (ii) Documentation MilestoneDate, it shall not sell, assign, transfer, convey, pledge, hypothecate or otherwise dispose of, directly or indirectly (each such transfer, a “Transfer”), all or any of its Noteholder Claims (or any right related thereto and including any voting rights associated with such Noteholder Claims) and (B) thereafter, for so long as this Agreement has not been terminated in accordance with its terms, it shall not Transfer all or any of its Noteholder Claims (or any right related thereto and including any voting rights associated with such Noteholder Claims), unless the transferee thereof (ai) is a Sponsoring Noteholder or (ii)(a) agrees in an enforceable writing by executing a joinder in the form of Exhibit B to assume and be bound by this Agreement and the Restructuring Term Sheet, and to assume the rights and obligations of the Consenting Sponsoring Noteholder under this Agreement and (b) promptly delivers such writing to the Company (each such transferee becoming, upon the Transfer, a Consenting Sponsoring Noteholder hereunder). The Company shall promptly acknowledge any such Transfer in writing and provide a copy of that acknowledgement to the transferor. By its acknowledgement of the relevant Transfer, the Company shall be deemed to have acknowledged that its obligations to the Consenting Sponsoring Noteholder hereunder shall be deemed to constitute obligations in favor of the relevant transferee. Any Transfer of any Noteholder Claim by a Consenting Sponsoring Noteholder that does not comply with the procedure set forth in the first sentence of this Section 6 7 shall be deemed void ab initio. This Agreement shall in no way be construed to preclude the Consenting Sponsoring Noteholders from acquiring additional Noteholder Claims, provided that any such additional Noteholder Claims shall automatically be deemed to be subject to the terms of this Agreement, and provided further that the Consenting Sponsoring Noteholders agree to furnish to the Company, DI and advisors to the Ad Hoc Bondholder Committee Company prompt notice within five (5) Business Days of the acquisition of any additional Notes.