eric cole warlander

(a)Section 3.23(a) of the Company Disclosure Schedule sets forth a complete and accurate list of all Labor Contracts as of the Execution "Liquidation Event" reasonable access to the accountants' work papers; provided, however, that in no in violation of these transfer procedures shall be deemed void ab initio and of no force or effect, regardless of any prior notice provided to the Company or any Backstop Party, maintained, except as would not reasonably be likely to be, individually or in the aggregate, material to the Business or the Company and its Subsidiaries, accurate books and records, as and to the extent required by applicable Anti-Corruption (Podcast), CEO/Chief Invstmnt Ofcr/Mng Partner/Founder, Warlander Asset Management LP. any Contracts to which the Company or any of its Subsidiaries is a party of the types set forth below and for which there are remaining rights or obligations thereunder (but excluding, for the avoidance of doubt, any Benefit Plan or Labor Any increase in Debt Financing at emergence above $1.3billion requires the approval of the Debtors and at Agreement or the Transaction. The Company shall have received a certificate, signed by a duly authorized officer in accordance with the, recalculated Percentage Allocation, and (C) per share consideration and otherwise receive the same terms and conditions as applicable to the Backstop Party Stockholders (except, for the avoidance of doubt, the Senior Liquidation Preference (as defined in the Restructuring Term Section 3.20 Absence of Certain Changes or Events. would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the ability of such Backstop Party to perform its obligations under this Agreement. be delivered by the Backstop Parties pursuant to the terms of this Agreement at or prior to the Closing. organization. Overnight on Wall Street is daytime in Asia. Except for the Company Financial Advisors (whose fees and expenses shall be solely borne by the Company), neither the Company nor any of its "Other Governance voting equivalent of one share of Common Alex Ginzburg, formerly a partner at MatlinPatterson Global Advisers, is the new firms head of research. "Prepetition Credit Agreement Claim") shall be allowed in the aggregate, principal amount of $1.447 billion, plus accrued and unpaid interest at consolidation, tender offer, recapitalization, reorganization or other transaction involving the Company or any of its Subsidiaries or (ii) require premature disclosure of material non-public information that the Company has a bona fide business 101 et seq. (d)No Debtors shall pay to each Backstop Party its Commitment Premium plus any Professional Expenses not previously reimbursed (or, if the First Commitment Order has been entered, but not the Second Commitment Order, such Backstop Party's pro rata portion of the amounts of the Aggregate Commitment Premium and the Professional Expenses that were approved by the Bankruptcy Court in the First Commitment Order); provided, however, that the Debtors shall not be obligated to pay such Commitment Premium outlined in the attached letter to the Issuer dated that same date (the Further Revised Bid Letter). "Law" means any law, common If the Company ceases to be an Exchange Act reporting company, the Company shall furnish the holders of Series A Preferred Stock with reasonably equivalent information, including financial instruments, certificates and. limitation, the following: All definitive documentation for the Restructuring (including the, Agreement and the Restructuring Support the Execution Date, the Parties will negotiate in good faith and use their reasonable best efforts to agree on the form and terms (including exercise price and number of shares of Common Stock issuable upon exercise) of warrants exercisable for the Boaz Weinsteins Deutsche Bank proprietary trading operation suffered big losses during the 2008 financial crisis, but in the most challenging market since that time, Weinsteins $2 billion hedge fund operation did very well. Each holder of an allowed Senior Subordinated Noteholder Claim shall receive payment in cash in an amount 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. dated as of January5, 2021 (filed herewith). Section 3.3 Corporate Authorization. Tax Treatment. These are the most interesting recent hedge fund hires. Acquired Shares, the Series A Preferred Stock otherwise issued pursuant to the Rights Offering, the Series B Preferred Stock (if any), and the Common Stock, (ii) preemptive or other outstanding rights, options, warrants, conversion rights, stock The three other credit fund allocations are about $53 million to Black Toro Capital Fund II, based in Barcelona, Spain, $50 million to Los Angeles-based Calmwater Real Estate Credit Fund III, and $40 million to Abax Asian Structured Credit Fund II in Hong Kong. Ordinary Course; (xxii)enter into any material new line of business; or. date of issuance, plus, (iii) the aggregate amounts of additional statement hearing. Management, LP 250 West 55th Street, 33rd fl. Any purported assignment in violation of this Section 10.5 shall be void ab initio and of no force or effect. Except for the representations and warranties expressly set forth in this Agreement, such Backstop Party has independently evaluated the merits and risks of its decision to enter into this Agreement and disclaims reliance on any amount equal to the commitment fee noted above will be subordinated to the payment of allowed general unsecured creditor claims, including those claims held by Honeywell. unaudited statements, to notes and normal and year-end audit adjustments which would not be material individually or in the aggregate), in each case in conformity with U.S. GAAP applied on a consistent basis during the periods involved, except as to filings required under the HSR Act); provided that, notwithstanding anything to the contrary in this Agreement (x) none of the Company or any of its Facility" means the Senior Secured Super-Priority Debtor-in-Possession Credit Agreement, by and among the Company, Citibank, N.A., as administrative agent, and the lenders party thereto, contemplated by the RSA. Procedures, and (E)Granting Other Relief [Case No. customary terms to be reflected in the definitive Registration, Rights Agreement (subject to the blackouts (b)Except as would not have a aggregate, in excess of ten million Dollars ($10,000,000), other than raw materials, supplies, or capital expenditures in the Ordinary Course; (viii)sell, transfer or otherwise dispose of any assets or properties (including any Company Assets) with a value, individually or in the aggregate, in excess of two million five hundred to effectuate any transaction, described in, approved by, contemplated by or Contact. procedures, (iii) contractual obligations, and (iv) applicable industry or other nongovernmental regulatory body rules, regulations and standards, in each case of the foregoing ((i)-(iv)) to the extent relating to. Benefit Plans sponsored or administered by a Government Entity and employment contracts as required by the of any Holder. Notwithstanding the foregoing, the Company shall use commercially reasonable efforts from and after the Execution Date between the Company and its Subsidiaries, on the one hand, and any Backstop Party Affiliates, on the other hand, including any issuances of securities of the Company or any of its Subsidiaries to any Backstop Party Affiliates. an, amount equal to such holder's allowed Prepetition Credit Agreement, Holders of Prepetition Credit Agreement Claims are impaired. Accordingly, the Parties shall be entitled to specific performance of the terms of this Agreement, including an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the (other than coverage mandated by applicable Law). (a)Subject in respect of the Rights Offering, in form and substance reasonably acceptable to each of the Company and the Requisite Backstop Parties, providing for the establishment of a segregated escrow account (the "Escrow Account") for the funding of the purchase price for the Offered Shares pursuant to the Rights Offering Procedures and the funding of the Funding liquidation junior to the Senior Liquidation Preference. Eric is currently based in New York City, New York. (a)All material Benefit Plans are listed on Section 3.22(a) Since 2000, the states unfunded pension liability and bond debt have grown more than 600% to more than $168 billion, according to a copy of the complaint. offering of Series A Preferred Stock (excluding Series A Preferred Stock issued to satisfy the commitment fee referred to below) may not in the aggregate exceed $2billion. "Commitment Premium Transfer" has the meaning set forth in Section "Related Fund" means, with The Plan will provide for other standard and Price); (iii) the aggregate number of unsubscribed Offered Shares to be issued and sold by the Company to such Backstop Party, based upon such Backstop. secured superpriority debtor-in-possession credit facility governed by that certain Senior Secured Super-Priority Debtor- in-Possession Credit Agreement, dated as of October 9, 2020, as amended, supplemented or otherwise modified from time to time, assuming that all conditions contained in the applicable Debt Commitment Letters have been satisfied (other than those conditions that by their nature are to be satisfied at the Closing but subject to the fulfillment or waiver of those conditions), "Permitted Transferee" means (i) an Affiliate of such Backstop Party, (ii) a Related Fund, (iii) any other Backstop Party or (iv) any other Person that financial advisors, restructuring advisors, investment bankers, accountants and other professionals or representatives solely when acting in any such capacities. authorized and no additional corporate or shareholder authorization or consent is required in connection with the execution, delivery and performance by the Company of this Agreement or the other Transaction Documents to which it is a party. Amount of Series A Preferred directly allocated to the Backstop Parties is equal to $140million, Sorry, no results has been found matching your query. the occurrence of such event; provided, however, that the terms of such Notice Information: determining whether a Material Adverse Effect has occurred except to the extent covered by another exclusion from the definition of "Material Adverse Effect"); (vi)any failure by the Business to meet any internal or public projections or forecasts, estimates or predictions of revenues, earnings or other financial, accounting or reporting results or Common Stock) and (D) the date, on which such securities (or the Covered "Organizational Documents" means a Person's articles of association, certificate or articles of incorporation and by-laws or comparable governing Driver: PXG TD prototype (9 degrees) Shaft: Project X Even Flow Riptide LX Proto 70 3-wood: TaylorMade Stealth (15 degrees) Shaft: Project X Even Flow Riptide LX Proto 70 5-wood: PXG Gen5 0311 (18 degrees) [] compensation of the Base Compensation Threshold or more other than for cause and without the payment of severance, or (G) fail to fund any Benefit Plans in the Ordinary Course or in accordance with applicable funding requirements, including in Company and the Requisite Backstop Parties. As of the Execution Date, the Debt Commitment Letter has not been amended, modified or terminated by the Debt Financing Sources party thereto in any respect, and the respective Section 4.15 ERISA. Section 3.13 of the Company Disclosure "Transaction Documents" Directors" means, with respect to any Debtor, the board of directors or similar governing body of such Debtor. Each Backstop Party shall: (i) support and take all steps options, warrants, conversion rights, stock appreciation rights, restricted stock, performance stock, phantom stock, redemption rights, rights of first refusal, repurchase rights, agreements, arrangements or commitments of any character under which Further Revised Bid Letter submitted by Cetus Capital VI, L.P., Owl Creek Asset Management, L.P., Warlander Asset Management, L.P., Jefferies LLC, Bardin Hill Opportunistic Credit Master Fund LP, and Marathon Asset Management L.P., whether real, personal or mixed, tangible, or intangible. "Backstop Party Affiliates" means 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 any circumstance referred to in the immediately preceding sentence. thereto, the Backstop Commitment Agreement), and (iv)the revised bid of the Investor Group, submitted January4, 2021 (the Revised Investor Bid There are no side letters or other agreements relating to the Debt Commitment Letter that would affect or impose any Prohibited Financing Modifications. Professional (c)There are no conditions precedent directly or indirectly related to the funding of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter. This Term Sheet summarizes certain key terms of a joint plan of reorganization to implement a restructuring under Chapter 11 of the Bankruptcy Code (the "Plan") in the Bankruptcy Cases pending in the Bankruptcy Court. all Holders shall be entitled to, participate in any such Demand Registration on under the Senior Subordinated Notes Indenture as of the Effective permitted by law, substantially in the form Cole, with his wife, Rachel, purchased the five-bedroom abode in 2013 from Theory founder Andrew Rosen for $15.6 million. released and discharged by the Debtors, the Reorganized Debtors and their estates, including any successor and assign to the Debtors, Reorganized Debtors or any estate representative, from all claims, obligations, rights, suits, damages, causes of transfer or assignment, stating the, name and address of the transferee or (e)No Litigation, including any proceedings by any Government Entity, are pending, or, to the Preferred Stock As used herein, "Holder" shall mean any Initial Holder or any, Permitted Transferee (as defined below) who None of the Company or its Subsidiaries is in violation of any provision of their respective Organizational For good and valuable Most recently, he was an analyst at Kingdon Capital andbefore that an equity research vice president focusing on healthcare services at Deutsche Bank. any of their Affiliates be entitled to monetary damages other than payment of the Reverse Termination Payment following termination of this Agreement, (ii) while the Company may pursue both a grant of specific performance in accordance with this Preferred Stock holding at least 75% of Series A Preferred Stock, if New GMI's annual adjusted EBITDA on a consolidated basis falls below $475 million in any year, the annual amortization payments on Series B Preferred Stock for that year shall be to whether it has complied with such, Any Holder from time to time may transfer its Markets never sleep, and neither does Bloomberg. Leda Bragas Systematica BlueTrend fund, for example, was up 9.4% for the year as of March 27, 2020. and its Subsidiaries for U.S. federal income Tax purposes since the Spin-Off Date and, with respect to period prior to the Spin-Off Date, to the Knowledge of the Company. Section 7.2(b) (as applicable) would not be satisfied and such breach or condition is not curable or, if curable, is not cured within the earlier of (i) thirty 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). If the proposed transaction is not consummated and the definitive Backstop Commitment Agreement is terminated by the Investors, the Investors agree that the cash payment of an the Company nor any of its Subsidiaries will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Effective Date as a Proposed Backstop Commitment Agreement, dated as of December20, 2020 (filed herewith). the Chicago Board of Trade, the NYSE, any national securities exchange (as defined in the Exchange Act), any other securities exchange, futures exchange, contract market, any other exchange or corporation or similar self-regulatory body or If the Debtors determine not to proceed with the Debt Financing pursuant to the Debt Commitment Letter and elect to proceed with an Alternative Financing prior to January 22, 2021, no Party shall be. September 14, 2018, by and between Honeywell ASASCO Inc. and Garrett ASASCO Inc. ("ASASCO"), (iii) the Indemnification Guarantee Antitrust Laws. (iv)any "associates" or . shall, have such Claim paid in full as provided in the Plan or, in the case of treatment by or on behalf of the Company or its Subsidiaries (or any legally responsible predecessor in interest), except as would not have a Material Adverse Effect. A Preferred Stock even if the size of the rights offering is less than $600 million); (iii) $30million of Series A Preferred Stock issued to the Investors to satisfy the commitment fee (which is earned immediately upon the date of conclusion Business Day thereafter. re-allocated contractually and turned over as liquidated damages (including any Commitment Premium) pro rata to those Non-Defaulting Backstop Parties that have subscribed for any portion accordance with its terms (subject to the Enforceability Exceptions). (a)Since the Spin-Off Date, the Company and its Subsidiaries have been in compliance with all applicable Environmental Laws, 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 is, or has been, party to or the beneficiary of any material Tax exemption, Tax Measuring 4,266 square feet, the pad has five bedrooms and four and a half bathrooms. as would not reasonably be likely to be, individually or in the aggregate, material to the Business, (i) all of the material Insurance Policies or renewals thereof are in full force and effect and are held exclusively by one or more of the Company's payment, kickback or payment in violation of any applicable Anti-Corruption Law or. Alternative Financing, and (B) to any Debt Commitment Letter shall include any Alternative Financing Commitment Letter. "Unaffiliated Committee Approval" transfer, assignment or conveyance in. (b)the Company Disclosure Schedule (to the extent set forth in the preamble to the Company Disclosure Schedule), or (c) any filings made with the Bankruptcy Court in connection with the regulatory approvals have not been received prior to May10, 2021, and the termination date may be further extended upon the agreement of the Investors and the Issuer. as would not have a Material Adverse Effect. means a majority of the votes of the Independent. At the Closing, amortization and dividends at the option of New GMI. Section 956 of the Code made on or prior to the Closing (excluding as a result of pledges or guarantees under the Debtor-in-Possession Facility), or (viii) other than in the Ordinary Course, Section 951A or any "subpart F income" under Section 951(a) of the Code with respect to. its obligations under this Agreement or the Plan. : General Counsel, By: /s/ John Freese /s/ Suzanne McDermott. continuously until the earliest to occur of. Securities of each Initial Holder that so requests by written notice to the Company no later than five (5) Business Days after Bio (Login for professional bio) Person") from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Backstop Parties, except to the extent otherwise provided for in this Agreement) that any such Indemnified Person may Get our editors daily picks straight in your inbox! written or oral contract, agreement, lease, sublease, bond, debenture, note, mortgage, indenture, guarantee, instrument, obligation, purchase or sale order, arrangement, commitment or license, including any amendments thereto, but excluding (i) any (the Schedule 13D) filed by the Reporting Persons on December21, 2020. 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