Fiduciary Out definition

Fiduciary Out has the meaning set forth in Section 10(c) hereof.

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Fiduciary Out has the meaning set forth in Section 12.02(b).

Fiduciary Out means the board of directors, board of managers, or such similar governing body of any Company Party (or its direct or indirect subsidiaries) determines, after consulting with counsel, (i) that proceeding with any of the Restructuring Transactions would be inconsistent with the exercise of its fiduciary duties or applicable Law or (ii) in the exercise of its fiduciary duties, to pursue an Alternative Restructuring Proposal.

Examples of Fiduciary Out in a sentence

• For the avoidance of doubt, the exercise of the Fiduciary Out shall not be construed to annul, modify, amend or otherwise alter any right of the Consenting Creditors to terminate this Agreement or of any Consenting Creditor to terminate this Agreement with respect to itself.

• Notwithstanding anything to the contrary herein, nothing in this Agreement shall require the Debtors or any director, manager or officer of a Debtor, in such person’s capacity as a director, manager or officer of such Debtor, to take any action, or to refrain from taking any action, which is inconsistent with such director’s, manager’s or officer’s fiduciary obligations under applicable law (this provision, the “Fiduciary Out”), including the right to terminate this Agreement pursuant to the Fiduciary Out.

• If the board of directors of the Company Parties determines, in good faith, upon the advice of its outside legal advisors, to exercise a Fiduciary Out, the Company Parties shall notify counsel to the Consenting Creditors within two (2) Business Days following such determination.

• Seller's sending the Fiduciary Out Notice to Buyer shall constitute an election by Seller to terminate this Agreement and cancel the Earn▇▇▇ ▇▇▇ey Escrow, subject to subsection (v) below.

• For the avoidance of doubt, the Company's obligations to pay accrued and unpaid Fees and Expenses incurred in connection with the Transaction prior to the Company's exercise of the Fiduciary Out shall survive termination of this Agreement.

More Definitions of Fiduciary Out

Fiduciary Out shall have the meaning given such term in the Term Sheet.

Fiduciary Out has the meaning ascribed to it in Section 2.3 of this Agreement.

Fiduciary Out has the meaning given to such term in Section 27.

Fiduciary Out shall have the meaning specified in Section 5.4(c).

Fiduciary Out has the meaning set forth in Section 7(e)(ii).

Fiduciary Out shall have the meaning set forth in Section 24 hereof.

Fiduciary Out has the meaning set forth in Section 8.02 of this Agreement.