Reorganization Matters. (a) The Chapter 11 Cases were commenced on the Petition Date in accordance with applicable law and proper notice thereof and the proper notice for (i) the motion seeking approval of the Financing Documents and the Interim Order and Final Order, (ii) the hearing for the approval of the Interim Order, and (iii) the hearing for the approval of the Final Order.
(b) After the entry of the Interim Order, and pursuant to and solely to the extent permitted in the Interim Order and the Final Order, the Obligations will constitute allowed administrative expense claims in the Chapter 11 Cases having priority over all administrative expense claims and unsecured claims against the Borrowers now existing or hereafter arising, of any kind whatsoever, including, without limitation, all administrative expense claims of the kind specified in Sections 105, 326, 330, 331, 503(b), 506(c), 507(a), 507(b), 546(c), 726, 1113, 1114 or any other provision of the Bankruptcy Code or otherwise, as provided under Section 364(c)(l) of the Bankruptcy Code, subject, as to priority only, to the Carve-Out.
(c) After the entry of the Interim Order and pursuant to and to the extent provided in the Interim Order and the Final Order, the Obligations will be secured by a valid and perfected Lien having the priority described in the Orders.
(d) The Interim Order (with respect to the period prior to entry of the Final Order) or the Final Order (with respect to the period on and after entry of the Final Order), as the case may be, is in full force and effect and has not been modified or amended without the consent of the Administrative Agent and the Lenders, or reversed or stayed.
Reorganization Matters. (a) The Chapter 11 Cases were commenced on the Petition Date in accordance with applicable law and notice thereof as well as notice of (x) the motion seeking approval of the Loan Documents and the Interim Order and Final Order, and (y) the hearing for the approval of the Interim Order, and (z) the hearing for the approval of the Final Order, in each case was properly given in accordance with applicable law.
(b) After the entry of the Interim Order and pursuant to and to the extent provided in the Interim Order and the Final Order, the Obligations will be secured by a valid and perfected first priority Lien on all of the Collateral, subject to Permitted Liens (other than Permitted Liens that are expressly required to be junior and subordinate to the Liens under the Loan Documents in accordance with Section 6.7 or the definition of “Permitted Encumbrances”).
(c) The Interim Order (with respect to the period prior to entry of the Final Order) or the Final Order (with respect to the period on and after entry of the Final Order), as the case may be, is in full force and effect has not been reversed, stayed, modified or amended.
(d) Notwithstanding the provisions of Section 362 of the Bankruptcy Code, and subject to the applicable provisions of the Interim Order or Final Order, as the case may be, upon the maturity (whether by acceleration or otherwise) of any of the Obligations, Agent and Lenders shall be entitled to immediate payment of such Obligations and to enforce the remedies provided for hereunder or under applicable law, without further application to or order by the Bankruptcy Court.
(e) The Borrower has given (and shall give) on a timely basis as specified in the Interim Order or the Final Order, as the case may be, all notices required to be given to all parties specified in the Interim Order or the Final Order, respectively.
Reorganization Matters. Any of the following occurs in any Chapter 11 Case:
(i) the bringing of a motion or taking of any action by a Debtor: (w) to obtain additional financing under Section 364(c) or (d) of the Bankruptcy Code not otherwise permitted pursuant to this Agreement; (x) to grant any Lien other than Permitted Lien upon or affecting any Collateral; (y) except as provided in the Interim Order, Final Order or DIP Budget, as the case may be, to use cash collateral under Section 363(c) of the Bankruptcy Code without the prior written consent of the Administrative Agent and the Lenders; or
(ii) the entry of an order in any of the Chapter 11 Cases confirming a plan or plans of reorganization that does not contain a provision for termination of the DIP Facility and repayment in full in cash of all the Obligations on or before the effective date of such plan or plans; or
(iii) the entry of an order amending, supplementing, staying, vacating or otherwise modifying the Financing Documents or the Interim Order or the Final Order without the written consent of the Administrative Agent and the Lenders or the filing by a Debtor of a motion for reconsideration with respect to the Interim Order or the Final Order; or
(iv) the Interim Order is not entered on or before the date that is 10 days after the Petition Date; or
(v) the Final Order is not entered on or before the date that is 45 days after the date of entry of the Interim Order; or
(vi) the payment of any Pre-Petition claim unless (i) reflected in the DIP Budget or (ii) authorized pursuant to an order approved by the Bankruptcy Court and made with the written consent of the Administrative Agent and the Lenders; or
(vii) the allowance of any claim or claims under Sections 506(c) or 552(b) of the Bankruptcy Code or otherwise against the Collateral; or
(viii) the appointment of an interim or permanent trustee in any Chapter 11 Case or the appointment of a receiver or an examiner in any Chapter 11 Case with expanded powers to operate or manage the financial affairs, the business, or reorganization of a Debtor; or
(ix) the sale, without the written consent of the Administrative Agent and the Lenders, of all or substantially all of a Debtor’s assets either through a sale under Section 363 of the Bankruptcy Code, through a confirmed plan of reorganization in the Chapter 11 Cases, or otherwise that does not provide for payment in full in cash of the Obligations; or
(x) the dismissal of any Chapter 11 Case, or the conversion of any Chap...
Reorganization Matters. (a) The Chapter 11 Cases were commenced on the Petition Date in accordance with applicable law and proper notice thereof and proper notice for the hearing for the approval of the Interim Order and the Canadian Interim Order has been given and proper notice for the hearing for the approval of the Final Order and the Canadian Final Order will be given.
(b) After the entry of the Interim Order, and pursuant to and to the extent permitted in the Interim Order and the Final Order, the Obligations will constitute allowed administrative expense claims in the Chapter 11 Cases having priority over all administrative expense claims and unsecured claims against Borrowers now existing or hereafter arising, of any kind whatsoever (other than claims to Avoidance Actions), including, without limitation, all administrative expense claims of the kind specified in Sections 105, 326, 330, 331, 503(b), 506(c), 507(a), 507(b), 546(c), 726, 1114 or any other provision of the Bankruptcy Code, as provided under Section 364(c)(1) of the Bankruptcy Code, subject, as to priority only to the Carve-Out Expenses.
(c) After the entry of the Interim Order and the Canadian Interim Order and pursuant to and to the extent provided in the Interim Order, the Canadian Interim Order, the Final Order and the Canadian Final Order, the Obligations will be secured by a valid and perfected first priority Lien on all of the Collateral, subject only to Senior Claims and the Carve-Out Expenses.
(d) The Interim Order and the Canadian Interim Order (with respect to the period prior to entry of the Final Order) or the Final Order and the Canadian Final Order (with respect to the period on and after entry of the Final Order), as the case may be, are in full force and effect and have not been reversed, stayed, modified or amended.
Reorganization Matters. The Borrowers shall give, on a timely basis as specified in the Interim Order or the Final Order all notices required to be given to all parties specified in the Interim Order or Final Order. The Borrowers shall provide to the Administrative Agent copies of all pleadings, motions, applications and other documents or information (i) filed by or on behalf of any Borrower with the Bankruptcy Court or (ii) provided to any creditors’ committee appointed in the Chapter 11 Cases. The Borrowers shall provide the Administrative Agent with drafts of all pleadings, motions and applications to be filed by or on behalf of any Borrower at least three (3) Business Days in advance of such filing.
Reorganization Matters. Neither Parent nor any of its Subsidiaries shall take any action that would reasonably be likely to prevent the Merger from qualifying as a 368(a) Reorganization and prior to the Effective Time, the Parent and its Subsidiaries shall use their reasonable best efforts to cause the Merger to qualify as a 368(a) Reorganization. Parent shall use its reasonable best efforts to obtain the opinions referred to in Section 10.01(f).
Reorganization Matters. The Borrowers will submit to the Administrative Agent all pleadings, motions, applications and judicial information, in each case filed by or on behalf of the Borrowers or any Subsidiary Guarantor with the Bankruptcy Court or provided by or to the Trustee (or any information officer, examiner or interim receiver, if any, appointed in any Case) or any Committee, at the time such document is filed with the Bankruptcy Court, or provided by or, to the Trustee (or any information officer, monitor or interim receiver, if any, appointed in any Case) or any Committee.
Reorganization Matters. (a) The fair market value of the Precept Common Stock and other consideration received by each Shareholder will be approximately equal to the fair market value of the Shares surrendered by such Shareholder in the Merger.
(b) Pursuant to the Merger, the Surviving Corporation will acquire at least 90 percent of the fair market value of the net assets and at least 70 percent of the fair market value of the gross assets held by the Company at the time discussions were initiated which led to execution of this Agreement. For purposes of this representation, amounts paid by the Company to dissenters, Company assets used to pay its reorganization expenses, and all redemptions and distributions (except for regular, normal dividends) made by the Company at any time after discussions were initiated which led to execution of this Agreement will be included as assets of the Company.
(c) The fair market value of the assets of the Company immediately prior to and immediately following the Merger will equal or exceed the sum of the liabilities of the Company, including, without limitation, any liabilities to which such assets are subject.
(d) There is no intercorporate indebtedness existing between Precept and the Company or between Merger Sub and the Company that was issued, acquired, or will be settled at a discount.
(e) None of the Precept Common Stock to be received by any Shareholder who will also be an employee of the Surviving Corporation will be separate consideration for, or allocable to, any employment agreement, and the compensation paid by the Surviving Corporation to each such employee will be for services actually rendered and will be commensurate with the amount which would be paid to third parties bargaining at arm's length for similar services.
(f) In contemplation of the Merger, (i) neither the Company nor any party related to the Company within the meaning of Treasury regulations Section 1.368-1(e)(3) has redeemed or acquired any of the Shares and (ii) the Company has not made any extraordinary distribution within the meaning of Treasury regulations Section 1.368-1(e)(1)(ii)(A) with respect to the Shares.
(g) The Company is not an investment company as defined in Section 368(a)(2)(F)(iii) and (iv) of the Code.
(h) The Company is not under the jurisdiction of a court in a title 11 or similar case within the meaning of Section 368(a)(3)(A) of the Code.
Reorganization Matters. None of Parent, Sub or the Company, or ---------------------- any of their respective affiliates shall take any action or fail to take any commercially reasonably action prior to or following the Closing, which action or failure to act would cause the Merger to fail to qualify as a reorganization within the meaning of Section 368(a) of the Code.
Reorganization Matters. The Cases were commenced on the Petition Date in accordance with applicable law and proper notice thereof and proper notice of the hearings to consider entry of the Interim Order has been given and proper notice of the hearing to consider entry of the Amended Final Order will be given.
(a) After the entry of the Interim Order and the Amended Final Order, as applicable, the Obligations will constitute allowed administrative expense claims in each of the Cases having priority over all administrative expense claims and unsecured claims against each Borrower and each Subsidiary Guarantor now existing or hereafter arising, of any kind whatsoever, to the extent provided and as more fully set forth in the Interim Order and the Amended Final Order.
(b) The Interim Order (with respect to the Interim Period) or the Amended Final Order (with respect to the period following the Interim Period), as the case may be, is in full force and effect and has not been reversed, stayed, modified, varied or amended without the consent of the Administrative Agent and the Required Lenders.
(c) With respect to any Credit Extension following the Interim Period, the Bankruptcy Court shall have entered the Amended Final Order no later than thirty (30) days after the entry of the Interim Order, in form and substance satisfactory to the Administrative Agent (A) authorizing and approving the DIP Facility, the Loan Documents and the transactions contemplated hereby and by the other Loan Documents, including, without limitation, the granting of the superpriority status, security interests and liens, and the payment of all fees, referred to herein, in any other Loan Document and in the Fee Letters and (B) lifting the automatic stay to permit the Loan Parties to perform their obligations and the Administrative Agent and the Lenders to exercise their rights and remedies with respect to the DIP Facility, this Agreement and the other Loan Documents, which Amended Final Order shall be in full force and effect, shall not have been reversed, vacated or stayed and shall not have been amended, supplemented or otherwise modified without the prior written consent of the Administrative Agent and the Required Lenders. All orders entered by the Bankruptcy Court pertaining to cash management, adequate protection and the DIP Facility shall, and all other motions and documents filed or to be filed with, and submitted to, the Bankruptcy Court in connection therewith shall be in form and substance reasonably s...
