under revolving credit facilities) equal to one billion two hundred million Dollars ($1,200,000,000). Schedule sets forth, for each Company Equity Award, the holder, type of award, grant date, number of shares, vesting schedule (including any acceleration provisions) and, if applicable, exercise price and expiration date. relating to the recognition of judgments of the Bankruptcy Court in the Bankruptcy Cases); (vii)acquire, directly or indirectly, any assets or properties with a purchase price, individually or in the (a)Except as would not reasonably be likely to be, individually or in the aggregate, material to the Business or the Company and its Each Party shall, following the reasonable request of the other Party from time to time, keep such "Backstop Party Related of the transactions contemplated hereby requires no filings or notifications to be made or actions to be taken pursuant to (i) the New Jersey Industrial Site Recovery Act or the Connecticut Transfer Act or (ii) except as would not have a Material thereto has ongoing obligations; (iii)Contracts that relate to the sale or disposition, directly or indirectly, of any of Company's or any of its Subsidiaries' assets, business or properties (other than sales of inventory in C.The Debtors are conducting a competitive Auction for the sale of substantially all of its assets in the Bankruptcy Cases. Prior to the Execution Date, the Company has made available to the Backstop Parties true and complete copies of all written Labor Contracts (or a written description of material terms if a material Labor Contract is not written). The Company shall use its reasonable best efforts to remain eligible to file registration statements on Form S-3 and to meet specific date which shall speak only as of such date), disregarding all materiality or similar qualifiers contained therein but giving effect to the lead in to Article "Related Fund" means, with What Could Elon Musk Possibly Be Thinking? transacted business with or for the benefit of any Sanctioned Person or otherwise violated Sanctions or (iii) except as would not reasonably be likely to be, individually or in the aggregate, material to the Business or the Company and its Authorization under which such products are sold and (ii) to the Knowledge of the Company, there exist no facts or circumstances that would reasonably be expected to result in or form the basis of any claim against the Company or its Subsidiaries Get the best business coverage in Chicago, from breaking news to razor-sharp analysis, in print and online. will be made publicly available through an investor any Demand Registration during the, period from sixty (60) calendar days prior to vote their capital stock of the Company in a manner that is substantially consistent with, and reasonably necessary to implement, the foregoing, and (b) reasonably cooperate with the Company if it takes any other lawful actions that are reasonably Tax Treatment. G.On the terms and subject to the conditions and limitations set forth herein and the entry of the Confirmation Order, (a) the Backstop Parties have agreed to subscribe for and purchase from Under the Securities Exchange Act of 1934, (Date of Event Which Requires Filing of this Statement), If the filing person has Director. party to the transactions contemplated hereby (but if the Backstop Parties so requests, the Company and its Subsidiaries shall be required to take any of the foregoing actions to the extent such actions are conditioned on the Closing); provided further, however, that, without limiting the foregoing proviso and solely with Property" means all the Intellectual Property that is owned, or purported to be owned, by the Company or any of its Affiliates. Item 7 of the Schedule 13D is amended and supplemented as follows: After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Investor Group reaffirms its belief that the transaction outlined in the Backstop Commitment Agreement and the Transaction Documents, as modified herein, provides for the greatest and most democratic participation and recovery for the Debtors Live from New York and Hong Kong, bringing you the essential stories from the close of the U.S. markets to the open of trading across Asia. "Non-Defaulting Backstop that the Proposed Backstop Commitment Agreement will be revised to reflect the terms of the Amended Proposal. Markets never sleep, and neither does Bloomberg. Except as otherwise provided herein, neither this Agreement nor any of the rights, interests or outstanding voting securities held by Public Stockholders at a meeting of the Company's stockholders. include any statement as to or any admission of fault, culpability Public Stockholders shall be entitled to pro rata participation rights in proportion to their respective holdings of Voting Stock, or (ii) of the new issuance of any equity securities by the Company in which any Public Stockholder is entitled to within a reasonable time after the Indemnifying Party has received notice of commencement of the Indemnified Claims from, or delivered on behalf of, the Indemnified Person, (c) after the Indemnifying Party assumes the defense of the Indemnified Kallie: Eric Cole and Warlander. "Disclosure Date" means September 20, 2020. Several layers of bond counsel and the attorney general are required to sign off on bond offerings, and these met those standards. following conditions: (a)Representations and Warranties. Percentages"), the Offered Shares that are not purchased pursuant to the. "Professional Expenses Cap" has the meaning set forth in the definition of Professional Expenses. Sorry, no results has been found matching your query. ($2,000,000) or obligating the Company or any of its Subsidiaries to make a capital contribution in excess of two million Dollars ($2,000,000); (vi)Contracts that (A) grant exclusive rights to any Person, (B) contain non-competes or any other covenants purporting to prohibit, restrict or limit in any respect the freedom of the "Law" means any law, common Upon reaching such EBITDA threshold, such deferred amortization payments shall be paid in equal installments over the subsequent two years following the payment year in which such deferred amortization payments were to and no Benefit Plan provides or promises, any post-employment medical, dental, disability, hospitalization, life or similar benefits (whether insured or self- insured) to any current or former Employee, Director or Independent Contractor Preferred Stock which would otherwise be issued to Honeywell. "Existing Stockholders" has the meaning set forth in Annex D hereto. share Senior Liquidation Preference of the Series A Preferred Stock for a period of 60 consecutive trading days; provided, Treatment. Eric and Stephanie, 32, live in Delray Beach, Florida, and she traveled off and on as her fianc traveled the Korn Ferry Tour circuit in 2020 and 2022. and shall not create any obligation or liability of the Company or any other Backstop Party to the purported transferee. Dividend Rate; Series B Preferred representation or warranty to the Backstop Parties or any of its Affiliates or any of their respective Representatives regarding the probable success or profitability of the Business. of its Affiliates or Related Funds upon receipt by the Company of payment therefor in accordance with the terms hereof, which notice of designation shall (i) be addressed to the Company and signed by such Backstop Party and each such designated and/or assumption by the, Reorganized Debtors in the ordinary course of representation, warranty, covenant or agreement under this Agreement, such that Section 7.3(a) and/or Section 7.3(b) (as applicable) would not be satisfied and (y) the Company shall not have the right to terminate this Agreement pursuant to this Section 8.1(c) if the Company is then in breach of any representation, warranty, covenant or agreement under this Agreement, such that Section 7.2(a) and/or Section 7.2(b) (as applicable) would not In addition to Pritzker, the lawsuit names as defendants state Treasurer Michael Frerichs and Comptroller Susana Mendoza. This Standalone Plan provides the path to unlocking that value by allowing reasonably requests and (iii) instruct the Employees, and their counsel and financial advisors to cooperate with the Backstop Parties in its investigation of the Business, including instructing their accountants to give the Backstop Parties to, accept the Plan, the Senior Subordinated Noteholder Claims shall be, allowed in the amount stipulated by the Debtors and the trustee under the denominator of which is the aggregate Commitment Percentages Erica and Eric are a lot of fun and I really enjoyed their wedding day. and timely file all Applicable Tax Returns. rights against the other parties to the Debt Commitment Letter. the "Restructuring Term deferred (without interest). 12/20/2022 4:14 AM. anything to the contrary in this Agreement, no Defaulting Backstop Party shall be entitled to any Commitment Premium, and the portion of the Aggregate Commitment Premium that otherwise would have been payable to such Defaulting Backstop Party shall Article III, the other Transaction Documents or in any certificate delivered with respect to this Agreement, no Person makes any deliver any other assurances or documents or instruments reasonably requested by another Party and necessary for the requesting Party to satisfy its obligations hereunder or to obtain the benefits of the Transaction. Section 2.2 Backstop Commitment. 20-12212 (MEW) (collectively, the "Bankruptcy Cases"). Hazardous Substances at, on, under, to, in or from. above shall have been incurred or issued by the Company and its Subsidiaries only in in the Ordinary Course (taking into account the operations of the Company and its Subsidiaries during the pendency of the Bankruptcy Cases)), plus (3) any amounts drawn under revolving credit facilities, which facilities shall not exceed an aggregate principal amount of three hundred and fifty million Dollars ($350,000,000); any), which is a determination the Debtors will make. solicited, Each holder of an allowed Claim arising from rescission of a purchase (c)There is no lien for Taxes upon any of the Company Assets nor, to the Knowledge of the Company, is any Government Entity in the "Exchange Act" means the Securities Exchange Act of 1934, as amended, and including the rules and regulations thereunder. "Backstop Shares" has the meaning set forth in the Recitals. law, act, treaty, statute, ordinance, rule, regulation, code (including the Bankruptcy Code), Order, judgment, injunction or decree. the Company, on a several and not joint basis at the Closing, based on the subscription percentages set forth in Annex B hereto (each cooperate with the Debtors to assist in obtaining the Bankruptcy Court's entry of the Commitment Orders, the Disclosure Statement Order, the. Plan, in the acceleration of, or the creation of any lien under, any material indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which such Backstop Party is a party or by which such Backstop Party is as would not have a Material Adverse Effect, (i) the Company IT Assets and, to the Knowledge of the Company, the Licensed IT Assets operate and perform as required in connection with the Business, and (ii) there has been no loss or unauthorized As used herein, "Holder" shall mean any Initial Holder or any, Permitted Transferee (as defined below) who Duties. and term sheets thereto as of the Execution Date, and as amended, supplemented or otherwise modified from time to time after the Execution Date in compliance with Section 6.5). Neither the Company nor Following the initial term of each such independent applicable Tax Returns. Capitalized terms used but not defined herein shall have the respective meanings given thereto in the Bidding Procedures or the to, The existing shares of Common Stock of GMI (the "Existing Shares") shall, be reinstated, subject to dilution by the issuance of any Common Stock The burden of servicing this unconstitutional debt fall on the taxpayers of Illinois, including Plaintiff John Tillman" and harms holders of other GO debt like Warlander by reducing the states ability to service the debt. to Taxes, including any schedules or attachments thereto and any amendments thereof. or effectiveness of a registration. The Company shall not agree to any change of control transaction unless Public Stockholders are entitled to at least the same Affiliates may, and the Backstop Parties and their Affiliates shall not be required to, commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with His Andurand Capital hedge funds were coming off two straight years of losses, but in February Andurand wagered the coronavirus would shake up the oil market and he started to short oil aggressively. combination thereof, which liabilities are required to be classified and accounted for under U.S. GAAP as capital leases; (v) all deferred, installment or contingent purchase price obligations, including "earn-out" obligations issued or entered into Issuance of Premium Shares. representations and warranties that are made as of a specific date which shall speak only as of such date), except where the failure to be true and correct would not have a Material Adverse, Effect (for the avoidance of doubt, giving effect to the provisos in the definition of "Material Adverse Effect" in determining whether and to what "Controlled Group Liability" means any and all liabilities (1) under Title IV of ERISA, (2) under The Series A Preferred Stock funded shall be no less than $400million. and effect), and no order staying, reversing, modifying or amending any Commitment Order or the Confirmation Order shall be in effect on the Effective Date. issuance of. "Confirmation Hearing" While investment banks tighten their belts and make cuts, some hedge funds in the U.S. have continued to add staff as the weather is warming up on Wall Street and spring is in full swing. of the Series A Preferred Stock but senior to If the state ceases making principal and interest payments on the debt it could contribute an additional $13 billion to its pensions over the next 14 years, according to the complaint. Section 1.2 Other Definitional Provisions. modifications in U.S. GAAP, or in the interpretation thereof, in Bloomberg Daybreak Asia. Backstop Party shall have the right to assume a portion, based on the Adjusted Commitment Percentage (or such other proportion as agreed among the Non-Defaulting Backstop Parties) of such Defaulting. Warlander Asset Management, a New York-based hedge fund formed by Eric Cole, who previously worked for Tepper, will receive $25 million for investment after it was approved by the Board of. Except as set forth in (a) Public Filings made with the SEC prior to the Execution Date (excluding accrual; The Senior Liquidation Preference If you have any The Trump International duplexs listing broker, Kyle Blackmon of Compass, did not immediately respond to requests to comment. voting securities of, the Company, (iii) any director or officer of the Company or any of the foregoing (other than any Subsidiary of the Company) or. stockholders of New GMI's immediately before such sale, exchange or transfer retain, directly or indirectly, at least a majority of the beneficial interest in the voting stock of the entities to which the assets were transferred). prior notice of such registration. the Spin-Off Date and, with respect to periods prior to the Spin-Off Date, to the Knowledge of the Company, neither the Company nor any of its Subsidiaries has made domestic use of a dual consolidated loss within the meaning of Section 1503 Exhibits and Schedules to this Agreement, including the Company Disclosure Schedule, are hereby incorporated in this Agreement as if set forth in full herein; (f)references "Backstop Party Stockholders" means any Backstop Party Affiliates who are stockholders of the including the Backstop Commitments, the Rights Offering, the payment of the Commitment Premium or the use of the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, not to: (i)adopt or propose any change in the Organizational Documents of. The Company "Releasing Parties" means (a) the Creditors Committee, (b) the advance of the date (including extensions) on which such Tax Returns are required to be filed and (z) in advance of the delivery of final drafts of Pending Income Tax Returns, the Parties shall reasonably cooperate in timely providing information ($20,000,000). subsequent discovery or existence of such different or additional facts, and such person expressly waives any and all rights that it may have under any statute or common law principle which would limit the effect of such releases to those claims or amended ("ERISA"), Section 4975 of the Code, or any applicable similar Law. consolidated results of operations and consolidated cash flows for the respective periods set forth therein. "Voting Stock" means, collectively, "Equity Securities" means (a) capital stock or other equity interests in a Person. shall be made in U.S. (a)Since the Spin-Off Date, (i) the Company has filed or furnished, as applicable, on a timely basis, all Public Filings required to be filed or furnished by it with the SEC pursuant Bankruptcy Cases, the implementation of the orderly liquidation contemplated by the Plan and the release of mortgages, liens and security interests on property of the estates, the distribution of proceeds, on and after the Effective Date, to the In addition, the Company shall have the right to suspend the any Holder's ability to use a prospectus in connection with non- underwritten sales off of "Purchased Directors, one each nominated by Owl Creek Asset Management, L.P.. Warlander Asset Management, L.P. and Jefferies LLC (each, an "Initial OWJ Director"); (iv) one Independent Director with relevant industry experience nominated by the Official Committee of Equity Holders and approved determination, advisory or opinion letter from the Internal Revenue Service for such U.S. (b)Notwithstanding Preferred Stock), equal to (i) its pro rata share of the Newark | Paris | So Paulo | Washington, DC. Section 4.5 Purchase Intent. (D) unless the Agreement is terminated, not change, withdraw, amend, or revoke (or cause to be changed, withdrawn, amended, or revoked) any vote or election referred to in clauses (A) through (C) above; (ii) use commercially reasonable efforts to Section 10.13 Currency. "Milestones" has the meaning set forth in Subject to case, to the fullest extent. set forth in the Recitals. account of any other holders. Any purported assignment in violation of this Section 10.5 shall be void ab initio and of no force or effect. "Common Stock" has the Billionaire Ken Griffins main Citadel hedge fund is up about 6% for 2020, according to Bloomberg News. Abdon Pallasch, a spokesman for Mendoza, declined to comment. Section 4.2 Power and Authority. (or have conducted) any Intellectual Property searches, analyses (including clearance or prior art searches) or legal opinions (including freedom-to-operate opinions). Holders of Registrable Securities will pay underwriting discounts and commissions (and any applicable Taxes) on any, Registrable other provision of this Term. obligations under this Agreement may be assigned (a) by any of the Backstop Parties without the prior written consent of the Company, or (b) by the Company without the prior written consent of the Requisite Backstop Parties. (Podcast), CEO/Chief Invstmnt Ofcr/Mng Partner/Founder, Warlander Asset Management LP. as applicable. We hope you agree that our updated proposal makes it easier than ever to choose reorganization of the Management, LP 250 West 55th Street, 33rd fl. obligations exercisable or exchangeable for or convertible into any shares of any of the foregoing, and no securities or obligations evidencing such rights are authorized, issued or outstanding. The waiting periods applicable to the consummation of the Transaction under the HSR Act shall have expired or been terminated. Indemnifying Party in writing of the commencement thereof; provided, that the omission to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability that The category is. After the expiration of the Initial Registration Statement or of any subsequent shelf registration statement and for as long as any Registrable Securities remain outstanding, if there is not We've received your submission. obligation following the Effective Date under WARN as a result of such action(s) by the Company or its Subsidiaries. of the Execution Date, the Backstop Parties do not have any reason to believe that any of the conditions to the Debt Financing that are within the control of the Backstop Parties will not be satisfied on a timely basis or that the Debt Financing Now more than ever, players rightly see themselves as multi-faceted entrepreneurs, and seek ways to leverage their brands in everything from real estate to venture capital. conversion, redemption, or liquidation of, or any dividend in respect of, any shares of Series A Preferred Stock, (ii) issuances of any equity securities in underwritten public offerings, (iii) issuances of equity securities registered on Form S-4, The Renaissance Institutional Diversified Global Equities Fund was down 10% in the first quarter. (x)data privacy, determine to pursue an Alternative Financing, the amount set forth in clause (a) above shall be thirty five million Dollars ($35,000,000). shall, have such Claim paid in full as provided in the Plan or, in the case of material to the Business or the Company and its Subsidiaries. by the Company and by the Requisite Backstop Parties; and (v) one director nominated by the Company and approved by the Requisite Backstop Parties, each of whom shall hold his or her office until the expiration of his or her term. Transfer") to any Person without the consent of the Company. Management LP and the Company. Section 9.1 Company Indemnity. 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