New Limited Liability Company Agreement definition

New Limited Liability Company Agreement means that certain Amended and Restated Limited Liability Company Agreement of New Appgate Holdings, substantially in the form attached as Exhibit D of the RSA.

New Limited Liability Company Agreement means that certain Amended and Restated Limited Liability Company Agreement of New Appgate Holdings substantially in the form attached hereto as Exhibit D. “Other Priority Claim” means any Claim, other than an administrative claim or a priority tax claim, entitled to priority in right of payment under section 507(a) of the Bankruptcy Code. “Other Secured Claim” means: (a) a Claim secured by a lien on any assets of the Debtors, which lien is valid, perfected, and enforceable under applicable Law and is not subject to avoidance under the Bankruptcy Code or applicable non-bankruptcy law, and which is duly established in the Chapter 11 Cases, but only to the extent of the value of the Holder’s interest in the collateral that secures payment of the Claim; (b) a Claim against the Debtors that is subject to a valid right of recoupment or setoff under section 553 of the Bankruptcy Code, but only to the extent of the allowed amount subject to recoupment or setoff as provided in section 506(a) of the Bankruptcy Code; and/or (c) a Claim deemed or treated under the Plan or separate order of the Bankruptcy Court as a secured Claim. “Parties” has the meaning set forth in the preamble to this Agreement. “Permitted Transferee” means each transferee of any Company Claims/Equity Interests who meets the requirements of Section 9.01.

New Limited Liability Company Agreement means that certain Amended and Restated Limited Liability Company Agreement of New Appgate Holdings, substantially in the form attached as Exhibit D of the RSA. 111. “Non-Debtor” means direct and indirect subsidiaries of Appgate that are not Debtors. 112. “Other Priority Claim” means any Claim, other than an Administrative Claim or a Priority Tax Claim, entitled to priority in right of payment under section 507(a) of the Bankruptcy Code. 113. “Other Secured Claim” means: (a) a Claim secured by a Lien on any assets of the Debtors, which Lien is valid, perfected, and enforceable under applicable Law and is not subject to avoidance under the Bankruptcy Code or applicable non-bankruptcy Law, and which is duly established in the Chapter 11 Cases, but only to the extent of the value of the Holder’s interest in the collateral that secures payment of the Claim; (b) a Claim against the Debtors that is subject to a valid right of recoupment or setoff under section 553 of the Bankruptcy Code, but only to the extent of the Allowed amount subject to recoupment or setoff as provided in section 506(a) of the Bankruptcy Code; and/or (c) a Claim deemed or treated under this Plan or separate order of the Bankruptcy Court as a Secured Claim. 114. “Person” has the meaning set forth in section 101(41) of the Bankruptcy Code. 115. “Petition Date” means the date on which the Debtors commenced the Chapter 11 Cases. 116. “Plan Distribution” means a payment or distribution to Holders of Allowed Claims, Allowed Equity Interests, or other eligible Entities under and in accordance with this Plan. 117. “Plan Objection Deadline” means June 7, 2024, at 4:00 p.m., prevailing Eastern Time, which is the deadline for filing objections to the adequacy of the Disclosure Statement and Confirmation of this Plan. 118. “Plan Supplement” means the compilation of documents and forms of documents, schedules, and exhibits to this Plan that will be Filed by the Debtors with the Bankruptcy Court, each of which shall be in form and substance reasonably acceptable to the DIP Lenders, the 1L Convertible Noteholders, the 2L Convertible Noteholders, and, to the extent required by the RSA, the 3L RCF Lender and the Consenting Equityholders; provided, that the form of the New Limited Liability Company Agreement attached to the RSA as Exhibit D may be modified without the consent of the Consenting 2L Convertible Noteholders unless such modification relates to the rights of the Consenting 2L Convertible Notehold...

Examples of New Limited Liability Company Agreement in a sentence

• The New Limited Liability Company Agreement and any other New Organizational Documents shall be adopted on the Effective Date and shall be deemed to be valid, binding and enforceable in accordance with its terms, and each holder of New Common Equity shall be fully bound thereby in all respects.

• Each party receiving New Common Equity shall not be required to execute the New Limited Liability Company Agreement before receiving its respective distributions of New Common Equity under the Plan, including any New Common Equity issued pursuant to the UPA.

• The Plan will provide that, on the Closing Date, Reorganized Holdings and each holder of New Common Equity shall become a party to the New Limited Liability Company Agreement, which New Limited Liability Company Agreement shall be the form attached hereto as Exhibit D and shall be executed by each of the Plan Sponsors.

• Any such party who does not execute the New Limited Liability Company Agreement shall be automatically deemed to have accepted the terms of the New Limited Liability Company Agreement (in its capacity as a member of Reorganized Horsehead) and to be a party thereto without further action.

• The Company shall file the form of New Limited Liability Company Agreement with the Bankruptcy Court as part of the Plan.

• Notwithstanding anything in this Plan to the contrary, distributions of Entegra Membership Interests to Holders of Allowed Class 4 Claims may be distributed directly to such Holders or to such Holders’ designee as permitted by and subject to the New Limited Liability Company Agreement of Entegra.

More Definitions of New Limited Liability Company Agreement

New Limited Liability Company Agreement means the limited liability company agreement of Reorganized Holdings as of the Closing Date, which shall be in the form attached hereto as Exhibit D subject to confirmation and completion of bracketed items and schedules in accordance with the terms of this Agreement.

New Limited Liability Company Agreement has the meaning set forth in Section 2.1(a) of this Agreement.

New Limited Liability Company Agreement means the limited liability company agreement of Reorganized Horsehead as of the Effective Date, which shall contain a full waiver of any fiduciary duties otherwise applicable to managers of Reorganized Horsehead and which shall be consistent with the terms set forth in the Plan and otherwise in form and substance satisfactory to the Requisite Plan Sponsors.