Transfers of Claims. During the period beginning on the PSA Effective Date and ending on the date all obligations hereunder of the Plan Support Parties terminate, each Plan Support Party agrees not to (and agrees to use commercially reasonable efforts to cause any applicable affiliate, and direct any applicable custodian or prime broker, not to) (a) sell, transfer, assign, hypothecate, pledge, grant a participation interest in or otherwise dispose of, directly or indirectly, its right, title or interest in respect of any of such Plan Support Party’s Covered Claims against the Company as applicable, in whole or in part, or (b) grant any proxies, deposit any of such Plan Support Party’s Covered Claims against the Company, as applicable, into a voting trust, or enter into a voting agreement with respect to any such Covered Claims (the actions described in clauses (a) and (b) are collectively referred to herein as a “Transfer”), unless: (x) such Transfer is to another Plan Support Party or any other person or entity that first agrees in writing to be bound by the terms of this Agreement by executing Exhibit D to this Agreement, and (y) such executed Exhibit D is delivered to the other Plan Support Parties and the Company by no later than two (2) business days before such Transfer is consummated and settled (each, a “Permitted Transferee”). With respect to Covered Claims against the Company held by a Permitted Transferee upon consummation of a Transfer, such Permitted Transferee (x) shall make and shall be deemed to make all of the representations and warranties of a Plan Support Party under this Agreement and (y) shall agree and shall be deemed to agree to be bound by all of terms applicable to a Plan Support Party under this Agreement. Upon compliance with the foregoing, the transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent such rights and obligations are assumed by a Permitted Transferee. By executing this Agreement, each of the Plan Support Parties agree that any Transfer made in violation of this Section 11 shall be deemed null and void ab initio and of no force or effect without further action by any Party or the intended transferee, regardless of any prior notice provided to the Company or the other Plan Support Parties, and shall not create any obligation or liability of the Company to the intended transferee. Each Plan Support Party agrees not to create any subsidiary, affiliate or other vehicle or device for the purpose of acquiring claims of the Company without first causing such subsidiary, affiliate, vehicle or device to be bound by and subject to this Agreement. The transfer restrictions set forth herein shall be in addition to any transfer restrictions set forth in the Existing 2016 Notes, Existing 2013 Notes, New Credit Facility and/or the RTL Notes. Notwithstanding the foregoing or any other provision in this Agreement to the contrary, as long as this Agreement is in effect pursuant to its terms, each Plan Support Party shall be permitted to Transfer, without restriction, (a) up to 50% of the aggregate amount of its Covered Claims beginning on the earlier of (i) the 60th day after the day the Chapter 11 Cases are filed in the Bankruptcy Court or (ii) June 25, 2013, and (b) up to 100% of the aggregate amount of its Covered Claims beginning on the earlier of (i) the 90th day after the day the Chapter 11 Cases are filed in the Bankruptcy Court or (ii) July 25, 2013. For the avoidance of doubt, this Section 11 cannot be amended or modified pursuant to Section 32 hereof or otherwise.
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Samples: Plan Support Agreement, Plan Support Agreement (Central European Distribution Corp)
Transfers of Claims. During the period beginning on the PSA RSA Effective Date and ending on the date all obligations hereunder of the Plan Support Parties terminateTermination Date, each Plan Support Party Consenting Term Loan Lender agrees not to (and agrees to use commercially reasonable efforts to cause any applicable affiliate, and direct any applicable custodian affiliates that are Lenders or prime broker, holders of Senior Notes not to) (a) sell, transfer, assign, hypothecate, pledge, grant a participation interest in or otherwise dispose of, directly or indirectly, its right, title or interest in respect of any of such Plan Support PartyConsenting Term Loan Lender’s Covered Claims against the Company as applicable, in whole or in part, or (b) grant any proxies, deposit any of such Plan Support PartyConsenting Term Loan Lender’s Covered Claims against the Company, as applicable, into a voting trust, or enter into a voting agreement with respect to any such Covered Claims (the actions described in clauses (a) and (b) are collectively referred to herein as a “Transfer”), unless: (x) such Transfer is to another Plan Support Party Consenting Term Loan Lender or any other person or entity that first agrees in writing to be bound by the terms of this Agreement by executing Exhibit D B to this Agreement, and (y) notice of such Transfer and such executed Exhibit D B, if applicable, is delivered by email to counsel to the other Plan Support Parties Consenting Term Loan Lenders (as provided in Section 27 herein) and the Company by no later than two (2) business days before such Transfer is consummated and settled (each, a “Permitted Transferee”). With respect to Covered Claims against the Company held by a Permitted Transferee upon consummation of a Transfer, such Permitted Transferee (x) shall make and shall be deemed to make all of the representations and warranties of a Plan Support Party Consenting Term Loan Lender under this Agreement and (y) shall agree and shall be deemed to agree to be bound by all of terms applicable to a Plan Support Party Consenting Term Loan Lender under this Agreement. Upon compliance with the foregoing, the transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent such rights and obligations are assumed by a Permitted Transferee. By executing this Agreement, each of the Plan Support Parties Consenting Term Loan Lenders agree that any Transfer made in violation of this Section 11 shall be deemed null and void ab initio and of no force or effect without further action by any Party or the intended transferee, regardless of any prior notice provided to the Company or counsel to the other Plan Support PartiesConsenting Term Loan Lenders, and shall not create any obligation or liability of the Company to the intended transferee. Each Plan Support Party Consenting Term Loan Lender agrees not to create any subsidiary, affiliate affiliate, or other vehicle or device for the purpose of acquiring claims of the Company without first causing such subsidiary, affiliate, vehicle vehicle, or device to be bound by and subject to this Agreement. The transfer restrictions set forth herein shall be in addition to any transfer restrictions set forth in the Existing 2016 Notes, Existing 2013 Notes, New Credit Facility and/or Agreement. This Agreement shall in no way be construed to preclude the RTL Notes. Notwithstanding the foregoing or any other provision in this Agreement to the contrary, as long as this Agreement is in effect pursuant to its terms, each Plan Support Party shall be permitted to Transfer, without restriction, (a) up to 50% of the aggregate amount of its Consenting Term Loan Lenders from acquiring additional Covered Claims beginning on the earlier of Claims; provided that (i) any Consenting Term Loan Lender that acquires additional Covered Claims during the 60th day after term of this Agreement shall promptly notify the day Company and counsel to the Chapter 11 Cases are filed in Term Loan Lender Steering Committee, of such acquisition, including the Bankruptcy Court or amount of such acquisition, and (ii) June 25, 2013, and (b) up to 100% of the aggregate amount of its such acquired Covered Claims beginning on shall automatically and immediately upon acquisition by a Consenting Term Loan Lender be deemed subject to the earlier terms of this Agreement (i) the 90th day after the day the Chapter 11 Cases are filed in the Bankruptcy Court regardless of when or (ii) July 25, 2013. For the avoidance whether notice of doubt, this Section 11 cannot be amended or modified pursuant to Section 32 hereof or otherwisesuch acquisition is given).
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Samples: Restructuring Support Agreement (Cumulus Media Inc)
Transfers of Claims. During the period beginning on the PSA Effective Date and ending on the date all obligations hereunder of the Plan Support Parties terminateEach Initial Consenting Holder (each, each Plan Support Party a “Transferor”) agrees that, so long as this Agreement has not to (and agrees to use commercially reasonable efforts to cause any applicable affiliatebeen terminated in accordance with its terms, and direct any applicable custodian or prime brokerit shall not sell, not to) (a) sellloan, issue, pledge, hypothecate, assign, transfer, assign, hypothecate, pledge, grant a participation interest in or otherwise dispose ofof (including by participation) (the “Transfer”), directly or indirectly, its right, title or interest in respect of any of such Plan Support Party’s Covered Claims against the Company as applicable, in whole or in part, or (b) grant any proxies, deposit any of such Plan Support Party’s Covered Claims against the Company, as applicable, into a voting trustNotes, or enter into a voting agreement with respect any option thereon or any right or interest therein, to any such Covered Claims affiliated or unaffiliated party, including any party in which it may hold a direct or indirect beneficial interest (the actions described in clauses (a) and (b) are collectively referred to herein as a each, an “TransferIntended Transferee”), unless: (xa) the Intended Transferee is a Party to this Agreement; or (b) if the Intended Transferee is not a Party to this Agreement, prior to the effectiveness of the Transfer, such Intended Transferee delivers to the Transferor, counsel to GenOn, counsel to NRG, and counsel for the Ad Hoc Group an executed copy of a transfer agreement in the form of Exhibit B attached hereto (a “Transfer Agreement”) (it being understood that any Transfer shall not be effective as against GenOn until notification of such Transfer and a copy of the executed Transfer Agreement is received by counsel to another Plan Support Party or any other person or entity GenOn, in each case, on the terms set forth herein). An Intended Transferee that first agrees in writing satisfies the foregoing requirements is a “Permitted Transferee,” and such Transfer, a “Permitted Transfer.” Upon the consummation of a Permitted Transfer, the Permitted Transferee shall be deemed to be bound by an Initial Consenting Holder hereunder with respect to the Notes purchased from an Initial Consenting Holder (the “Purchased Notes”) and shall become subject to all obligations and covenants of the Parties hereunder with respect to the Purchased Notes and, to the extent the transferee is already a beneficial owner of Notes, with respect to all such Notes, which shall be set forth in the applicable Transfer Agreement (the “Additional Notes”). Upon the consummation of a Transfer in accordance with the terms of this Agreement by executing Exhibit D to this Agreement, and (y) such executed Exhibit D is delivered to the other Plan Support Parties and the Company by no later than two (2) business days before such Transfer is consummated and settled (each, a “Permitted Transferee”). With respect to Covered Claims against the Company held by a Permitted Transferee upon consummation of a Transfer, such Permitted Transferee (x) shall make and shall be deemed to make all of the representations and warranties of a Plan Support Party under this Agreement and (y) shall agree and shall be deemed to agree to be bound by all of terms applicable to a Plan Support Party under this Agreement. Upon compliance with the foregoing, the transferor Transferor shall be deemed to relinquish its rights (and be released from its obligations) obligations under this Agreement solely with respect to the extent applicable Purchased Notes. For the avoidance of doubt, subject to Section 3 hereof, a Permitted Transferee shall be entitled to the Consent Fee with respect to any Consent Fee Notes it has purchased, but such entitlement shall not extend to any Additional Notes by virtue of the Transfer of Consent Fee Notes. For the avoidance of doubt, any Transferor that is a member of the Steering Committee shall retain all its rights to backstop the Financing described in the Summary Term Sheet and such rights and obligations are assumed by a Permitted Transfereeshall not accompany any Transfer. By executing this Agreement, each of the Plan Support Parties agree Each Party agrees that any Transfer made in violation of this Section 11 or purported Transfer that is not a Permitted Transfer shall be deemed null and void ab initio and of no force or effect without further action by any Party or the intended transferee, regardless of any prior notice provided to the Company or the other Plan Support Parties, and shall not create any obligation or liability of the Company to the intended transferee. Each Plan Support Party agrees not to create any subsidiary, affiliate or other vehicle or device for the purpose of acquiring claims of the Company without first causing such subsidiary, affiliate, vehicle or device to be bound by and subject to this Agreement. The transfer restrictions set forth herein shall be in addition to any transfer restrictions set forth in the Existing 2016 Notes, Existing 2013 Notes, New Credit Facility and/or the RTL Notes. Notwithstanding the foregoing or any other provision in this Agreement to the contrary, as long as this Agreement is in effect pursuant to its terms, each Plan Support Party shall be permitted to Transfer, without restriction, (a) up to 50% of the aggregate amount of its Covered Claims beginning on the earlier of (i) the 60th day after the day the Chapter 11 Cases are filed in the Bankruptcy Court or (ii) June 25, 2013, and (b) up to 100% of the aggregate amount of its Covered Claims beginning on the earlier of (i) the 90th day after the day the Chapter 11 Cases are filed in the Bankruptcy Court or (ii) July 25, 2013initio. For the avoidance of doubt, this Section 11 canAgreement shall in no way be construed to preclude any Party from acquiring additional Notes or any other claims against or interests in GEI or GAG; provided, that any Notes acquired shall, upon acquisition, automatically be deemed to be subject to all the terms of this Agreement and, provided, further, that each Party agrees that, within three business days of such acquisition, it shall deliver an Acquisition Notice in the form of Exhibit C attached hereto to counsel for GenOn and the Ad Hoc Group. Notwithstanding the foregoing, a Qualified Marketmaker that acquires any Notes subject to this Agreement with the purpose and intent of acting as a Qualified Marketmaker for such Notes, shall not be amended required to execute and deliver to counsel a Transfer Agreement or modified pursuant to Section 32 hereof Acquisition Notice in respect of such Notes if such Qualified Marketmaker subsequently makes a Permitted Transfer of such Notes (by purchase, sale, participation or otherwise) within three (3) business days of its acquisition to a Permitted Transferee (including, for the avoidance of doubt, the requirement that such transferee execute and deliver a Transfer Agreement concurrent with or prior to the Transfer from such Qualified Marketmaker). To the extent an Initial Consenting Holder is acting solely in its capacity as a Qualified Marketmaker, it may Transfer (by purchase, sale, participation or otherwise) any right, title or interest in Notes that the Qualified Marketmaker acquires in such capacity from a holder of Notes who is not an Initial Consenting Holder without the requirement that the transferee be a Permitted Transferee.
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Transfers of Claims. During the period beginning on the PSA Effective Date and ending on the date all obligations hereunder of the Plan Support Parties terminate, each Plan Support Party agrees not to (and agrees to use commercially reasonable efforts to cause any applicable affiliate, and direct any applicable custodian or prime broker, not to) (a) sell, transfer, assign, hypothecate, pledge, grant a participation interest in or otherwise dispose of, directly or indirectly, its right, title or interest in respect of any of such Plan Support Party’s Covered Claims against the Company as applicable, in whole or in part, or (b) grant any proxies, deposit any of such Plan Support Party’s Covered Claims against the Company, as applicable, into a voting trust, or enter into a voting agreement with respect to any such Covered Claims (the actions described in clauses (a) and (b) are collectively referred to herein as a “Transfer”), unless: (x) such Transfer is to another Plan Support Party or any other person or entity that first agrees in writing to be bound by the terms of this Agreement by executing Exhibit D a counterpart signature page to this Agreement, and (y) such executed Exhibit D signature page is delivered to the other Plan Support Parties and and, to the extent the Company by no later than two (2) business days before accedes to this Agreement in accordance with Section 10, the Company , at or prior to the consummation of such Transfer is consummated and settled (each, a “Permitted Transferee”), provided, however, that RTL may only Transfer Existing 2013 Notes and RTL Notes so long as the Transfer is to a party who agrees that the Existing 2013 Notes and/or RTL Notes being transferred shall not be entitled to participate in the treatment of Existing 2013 Notes set forth in the Term Sheet; provided further, PRIVILEGED & CONFIDENTIAL F.R.E. 408 SETTLEMENT DISCUSSIONS however, that the foregoing shall not apply to affiliates of Consenting 2013 Noteholders who act in a fiduciary or similar capacity or are other business units of such Consenting 2013 Noteholder, unless such business unit is or becomes a party to this Agreement. With respect to Covered Claims against the Company held by a Permitted Transferee upon consummation of a Transfer, such Permitted Transferee (x) shall make and shall be deemed to make all of the representations and warranties of a Plan Support Party under this Agreement and (y) shall agree and shall be deemed to agree to be bound by all of terms applicable to a Plan Support Party under this Agreement. Upon compliance with the foregoing, the transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent such rights and obligations are assumed by a Permitted Transferee. By executing this Agreement, each of the Plan Support Parties agree that any Transfer made in violation of this Section 11 9 shall be deemed null and void ab initio and of no force or effect without further action by any Party or the intended transferee, regardless of any prior notice provided to the Company or the other Plan Support Parties, and shall not create any obligation or liability of the Company to the intended transferee. Each Plan Support Party agrees not to create any subsidiary, affiliate or other vehicle or device for the purpose of acquiring claims of the Company without first causing such subsidiary, affiliate, vehicle or device to be bound by and subject to this Agreement. The transfer restrictions set forth herein shall be in addition to any transfer restrictions set forth in the Existing 2016 Notes, Existing 2013 Notes, New Credit Facility and/or the RTL Notes. Notwithstanding This Agreement shall in no way be construed to preclude the foregoing or Plan Support Parties from acquiring additional Covered Claims, provided, however, that (a) any other provision in this Agreement to the contrary, as long as this Agreement is in effect pursuant to its terms, each Plan Support Party shall be permitted to Transfer, without restriction, (a) up to 50% of the aggregate amount of its that acquires additional Covered Claims beginning on after executing this Agreement shall notify the earlier Company, if the Company accedes to this Agreement in accordance with Section 10, counsel for the 2013 Ad Hoc Group and counsel to RTL of (i) the 60th day such acquisition within three business days after the day the Chapter 11 Cases are filed in the Bankruptcy Court or (ii) June 25, 2013, closing of such trade and (b) up to 100% of the aggregate amount of its additional Covered Claims beginning shall automatically and immediately upon acquisition by a Plan Support Party be deemed subject to all the terms of this Agreement whether or not notice is given to the Company, counsel for the Consenting 2013 Noteholders and counsel to RTL of such acquisition. This section shall not impose any obligation on the earlier of (ia) the 90th day after Company to issue any “cleansing letter” or otherwise publicly disclose information for the day the Chapter 11 Cases are filed in the Bankruptcy Court purpose of enabling a Plan Support Party to transfer any Covered Claims or (iib) July 25, 2013. For the avoidance counsel for the 2013 Ad Hoc Group and counsel to RTL to monitor or enforce the provisions of doubt, this Section 11 cannot be amended or modified pursuant section as they relate to Section 32 hereof or otherwisePlan Support Parties.
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Transfers of Claims. During the period beginning on the PSA Effective Date and ending on the date all obligations hereunder of the Plan Support Parties terminate, each Plan Support Party agrees not to (and agrees to use commercially reasonable efforts to cause any applicable affiliate, and direct any applicable custodian or prime broker, not to) (a) sell, transfer, assign, hypothecate, pledge, grant a participation interest in or otherwise dispose of, directly or indirectly, its right, title or interest in respect of any of such Plan Support Party’s Covered Claims against the Company as applicable, in whole or in part, or (b) grant any proxies, deposit any of such Plan Support Party’s Covered Claims against the Company, as applicable, into a voting trust, or enter into a voting agreement with respect to any such Covered Claims (the actions described in clauses (a) and (b) are collectively referred to herein as a “Transfer”), unless: (x) such Transfer is to another Plan Support Party or any other person or entity that first agrees in writing to be bound by the terms of this Agreement by executing Exhibit D a counterpart signature page to this Agreement, and (y) such executed Exhibit D signature page is delivered to the other Plan Support Parties and and, to the extent the Company by no later than two (2) business days before accedes to this Agreement in accordance with Section 10, the Company , at or prior to the consummation of such Transfer is consummated and settled (each, a “Permitted Transferee”), provided, however, that RTL may only Transfer Existing 2013 Notes and RTL Notes so long as the Transfer is to a party who agrees that the Existing 2013 Notes and/or RTL Notes being transferred shall not be entitled to participate in the treatment of Existing 2013 Notes set forth in the Term Sheet; provided further, however, that the foregoing shall not apply to affiliates of Consenting 2013 Noteholders who act in a fiduciary or similar capacity or are other business units of such Consenting 2013 Noteholder, unless such business unit is or becomes a party to this Agreement. With respect to Covered Claims against the Company held by a Permitted Transferee upon consummation of a Transfer, such Permitted Transferee (x) shall make and shall be deemed to make all of the representations and warranties of a Plan Support Party under this Agreement and (y) shall agree and shall be deemed to agree to be bound by all of terms applicable to a Plan Support Party under this Agreement. Upon compliance with the foregoing, the transferor shall be deemed to relinquish its rights (and be released from its obligations) under this Agreement to the extent such rights and obligations are assumed by a Permitted Transferee. By executing this Agreement, each of the Plan Support Parties agree that any Transfer made in violation of this Section 11 9 shall be deemed null and void ab initio and of no force or effect without further action by any Party or the intended transferee, regardless of any prior notice provided to the Company or the other Plan Support Parties, and shall not create any obligation or liability of the Company to the intended transferee. Each Plan Support Party agrees not to create any subsidiary, affiliate or other vehicle or device for the purpose of acquiring claims of the Company without first causing such subsidiary, affiliate, vehicle or device to be bound by and subject to this Agreement. The transfer restrictions set forth herein shall be in addition to any transfer restrictions set forth in the Existing 2016 Notes, Existing 2013 Notes, New Credit Facility and/or the RTL Notes. Notwithstanding This Agreement shall in no way be construed to preclude the foregoing or Plan Support Parties from acquiring additional Covered Claims, provided, however, that (a) any other provision in this Agreement to the contrary, as long as this Agreement is in effect pursuant to its terms, each Plan Support Party shall be permitted to Transfer, without restriction, (a) up to 50% of the aggregate amount of its that acquires additional Covered Claims beginning on after executing this Agreement shall notify the earlier Company, if the Company accedes to this Agreement in accordance with Section 10, counsel for the Existing 2013 Notes Steering Committee and counsel to RTL of (i) the 60th day such acquisition within three business days after the day the Chapter 11 Cases are filed in the Bankruptcy Court or (ii) June 25, 2013, closing of such trade and (b) up to 100% of the aggregate amount of its additional Covered Claims beginning shall automatically and immediately upon acquisition by a Plan Support Party be deemed subject to all the terms of this Agreement whether or not notice is given to the Company, counsel for the Existing 2013 Notes Steering Committee and counsel to RTL of such acquisition. This section shall not impose any obligation on the earlier of (ia) the 90th day after Company to issue any “cleansing letter” or otherwise publicly disclose information for the day the Chapter 11 Cases are filed in the Bankruptcy Court purpose of enabling a Plan Support Party to transfer any Covered Claims or (iib) July 25, 2013the counsel for the Existing 2013 Notes Steering Committee and counsel to RTL to monitor or enforce the provisions of this section as they relate to Plan Support Parties. For the avoidance of doubt, this Section 11 cannot be amended or modified pursuant to Section 32 hereof or otherwise.PRIVILEGED & CONFIDENTIAL F.R.E. 408 SETTLEMENT DISCUSSIONS
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