Examples of Reorganized Cumulus in a sentence
The undersigned Consenting Term Loan Lenders understand that the equity in Reorganized Cumulus will be distributed only (a) in the United States to holders of Term Loans who are “accredited investors” (as defined in Rule 501(a) of Regulation D under the Securities Act) in reliance on section 4(a)(2) of the Securities Act, (b) outside the United States to holders of the Term Loans in reliance on Regulation S under the Securities Act, or (c) pursuant to section 1145 of the Bankruptcy Code.
Regulatory Regulatory Requirements All parties shall abide by, and use their commercially reasonable efforts to obtain, any regulatory and licensing requirements or approvals to consummate the Restructuring as promptly as practicable including, but not limited to requirements or approvals that may arise as a result of such party’s equity holdings in Reorganized Cumulus.
Tax Issues To the extent possible, the Restructuring contemplated by this Term Sheet shall be structured so as to obtain the most beneficial tax structure for Reorganized Cumulus and the holders of the Reorganized Common Equity as reasonably determined by the Company and the Term Lender Group including, without limitation, with respect to the sale of the Company’s property in Bethesda, Maryland, during the Chapter 11 Cases.
All distributions of New Securities under the Plan shall be made by the Disbursing Agent on behalf of Reorganized Cumulus.
This Agreement is not and shall not be deemed to be a solicitation for consents to the Chapter 11 Plan or an offer of New First Lien Credit Agreement debt or equity in Reorganized Cumulus.
Board of Directors The Board of Directors of Reorganized Cumulus (the “New Board”) shall consist of Xxxx Xxxxxx, as President and Chief Executive Officer of the Company, and six (6) directors chosen by the Term Lender Group.
Corporate Governance Documents In connection with the consummation of the Chapter 11 Plan, and consistent with section 1123(a)(6) of the Bankruptcy Code, Reorganized Cumulus shall adopt customary corporate governance documents, including an amended and restated certificate of incorporation, bylaws, and a shareholders’ agreement, the terms of which shall be satisfactory in all respects to the Term Lender Group and the Company (collectively, the “Corporate Governance Documents”).
The undersigned confirms that it is eligible to acquire New First Lien Credit Agreement debt and/or the equity in Reorganized Cumulus pursuant to the conditions set forth in the foregoing sentence.
Special Warrants reserved under this paragraph F shall remain unissued unless and until issued in satisfaction of a Disputed Claim that becomes an Allowed Claim and shall therefore be disregarded in both the numerator and denominator in the calculation of any vote by shareholders of Reorganized Cumulus under any New Corporate Governance Documents.
The issuance of the New Common Stock by Reorganized Cumulus, including options, stock appreciation rights, restricted stock units, or other equity awards, if any, in connection with the Management Incentive Plan, is authorized without the need for any further corporate action and without any further action by the Holders of Claims or Interests.