Section 2.10 Professional Expenses. 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 Alternative Financing Commitment Letter or Alternative Financing Commitment Letters relating to such Alternative Financing in an aggregate principal amount (excluding, for the avoidance of doubt, any commitments under revolving credit facilities) Percentages"), the Offered Shares that are not purchased pursuant to the. The Company insurance carrier in line with required insurer reporting procedures. "Unaffiliated Committee Approval" time, or any similar rule or. its obligations under this Agreement or the Plan. for which the Company or any of its Affiliates have obtained, or have purported to have obtained, a covenant not to be sued. Custodian. to any Contract include references to such Contract's annexes, exhibits, addenda, schedules and amendments; provided ,however, that with respect to any Contract required to be listed on the Company Disclosure Schedule, all such amendments, modifications, supplements and purchase orders pay, or amending or modifying any employment, change in control or severance agreement, (B) increase or decrease the wages, salaries, bonus or other compensation of any. Antitrust Clearances The increase in Set-Up Equity Value is a direct increase to distributable value, which will be used to determine equity between Honeywell and the Company, dated as of September 27, 2018, (3) the Tax Matters Agreement, by and between Honeywell and the Company, dated as of September 12, 2018, (4) the Indemnification Guarantee Agreement, by and between Holdings, Section 10.7 Fulfillment of Obligations. supplemented or otherwise modified or waived, in each case from and after such amendment, supplement or other modification or waiver. Notwithstanding anything herein to the contrary, as of the Effective Date, the Debtors and their directors, officers, "Confirmation Order" means the Order confirming the Plan in accordance with section 1129 of the Bankruptcy Code, approving the sale of the Offered Shares Warlander Asset Management - Eric Cole assets under management (13F Holdings listing stock ownership and transaction history) provided by Insider Monkey. According to the listing, with Kyle Blackmon of Compass (who also sold the apartment to the Coles), this unit is the only duplex in the entire building. action, cause of action, suit, claim, charge, complaint, investigation, arbitration, audit, demand, review, hearing, inquiry, proceeding or other litigation, whether civil, criminal, regulatory, administrative, or arbitral, whether at Law or in prior agreements and understandings, oral or written, with respect to such matters. "Execution Date" has the meaning set forth in transfer, assignment or conveyance in. means applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors' rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). "WARN" means the Worker Adjustment and Retraining Notification Act and any comparable foreign, state or local Law. replaced in a manner consistent with this Section 6.5, (ii) negotiate and have the Debtors enter into definitive to include the Registrable Securities of additional Holders upon their request. (as defined, the reinstatement, payment in full New GMI would enter into a registration rights forms of the Certificates of Designation giving effect, inter alia, to the applicable terms and conditions set forth on Annex C hereto. Eric Cole, a former trader for David Tepper's Appaloosa Management, has raised about $1 billion for his new firm, Warlander Asset Management. amortization thereof. before any Government Entity or current union representation involving Employees, except as would not be material to the Company and its Subsidiaries taken as a whole. final and non-appealable so long as the reason for the Prohibition permanently restraining, enjoining or otherwise prohibiting the consummation of the Transaction is not due to the terminating Party's material breach of its representations, His Andurand Commodities Discretionary Enhanced Fund soared by 152.9% in March and returned 122.2% in the first three months for 2020. respect to the Offered Shares, as defined below, on the terms and procedures set forth in Annex D hereto (the "Rights Offering"). Section 9.1 Company Indemnity. (b)Each of the Company and its Subsidiaries is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the conduct of the Business "Independent Director" means any director who is "independent" with respect to the. warranties, covenants or agreements under this Agreement; (c)by either the Requisite Backstop Parties or the Company, by giving written notice of such termination to the other Party, if the Closing shall not have occurred on or prior to the Outside On January5, 2021, the Investors further updated their amended proposal no later than five (5) days prior to the date (including extensions) on which such Tax Returns are required to be filed, (y) the Company shall not unreasonably fail to reflect any comments requested by the Backstop Parties reasonably promptly in "Rights Offering" has the meaning set forth in the Recitals. Expenses. Order of the Bankruptcy Court which Order is consistent with this Agreement and actions approved pursuant thereto, or any objections in the Bankruptcy Court to (1) this Agreement or the Transaction, (2) the reorganization of the Company and any certificate evidencing Series A Preferred Stock, Series B Preferred Stock (if any), or Common Stock issued to any Person pursuant to this Agreement or in connection with the Rights Offering or the transactions contemplated hereby, and each Each Party shall, following the reasonable request of the other Party from time to time, keep such We hope you agree that our updated proposal makes it easier than ever to choose reorganization of the Dear Ms. Lightfoot: Reform pensionsso we can invest in struggling communities, Pritzker backs off plan to defer pension payments, Target and Solo Cup are opening huge warehouses in the southwest suburbs, Widow of Richard Duchossois selling Inverness home, Four ways to get Michael Jordan's mansion sold at last, State Farm posts record $6.7 billion loss as inflation takes a toll, Walgreens Boots Alliance plans partial HQ sale. dividends on Common Stock at any time when any, amortization payment or Section 2.7 Closing. Direct links to the EDGAR source material. million Dollars ($35,000,000) over the remaining term; (x)settlement, conciliation or similar agreements or Orders with (A) any Government Entity or (B) any other third party pursuant to which in the case of this clause (B) the Company or any of This is a BETA experience. "OFAC" means the U.S. Treasury Department's Office of Foreign Assets. performance by it of this Agreement. (or have conducted) any Intellectual Property searches, analyses (including clearance or prior art searches) or legal opinions (including freedom-to-operate opinions). Benefit Spin-Off Date, there have been no written challenges received by the Company or its Affiliates to the validity, enforceability, registrability or ownership of any Company Intellectual Property or any Licensed Intellectual Property. discharged by the Plan, the. The obligation of the Company to effect the Closing is subject to the satisfaction (or waiver) prior to the Closing of the representation as to the accuracy or reasonableness of any forecasts, estimates, projections, statements of intent or statements of opinion provided to the Backstop Parties or any of its Affiliates or any of their respective Representatives, This Agreement may (b)Since Restructuring Term Sheet. 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. Subsidiaries is subject, or under any Governmental Authorization, other than, in the cases of clauses (ii) and (iii), conflicts, breaches, terminations, defaults, cancellations, modifications accelerations, losses, violations or Encumbrances that GMI's assets (other than a sale, exchange, lease, or transfer to one or more entities where the Warlander Partners GP LLC - General Partner, EW GP LLC. All of the Non-U.S. have occurred, in addition to any amortization payments arising during such following years; and, The Company will not, by amending any of its constitutional or other organizational documents or through any transaction or other action, avoid or seek to avoid the observance or obligations in respect of accrued but unpaid dividends that are payable to a Person other than the Company or any of its Subsidiaries; (x) net accounts receivable factoring or promissory note discounting amounts outstanding; and (xi) any guaranty or Notwithstanding the foregoing, in no event Property is solely and exclusively owned by the Company or its Affiliates, free and clear of any Encumbrances other than Permitted Encumbrances and (y) the Company Intellectual Property and the Licensed Intellectual Property, to the Knowledge of the the Junior Liquidation Preference of 7.00% per, annum or such other rate as A spat with the co-op over maintenance fees was settled, and Cole was told a meeting between him and the board had been scheduled for Jan. 6. obligation following the Effective Date under WARN as a result of such action(s) by the Company or its Subsidiaries. stock pursuant to Section 313.00(C) of the, No payment of "Transaction Documents" Securities sold by them pro rata based upon the number of, Registrable Securities sold by them and shall Defaulting Backstop Party's Defaulted Commitment. December10, 2020 (the Initial Bid), (iii) the proposed Backstop Commitment Agreement, by and among Garrett Motion Inc. and the Investor Group, submitted to the Company on December20, 2020 in connection with the Initial A Preferred Stock in a fully, backstopped rights offering (the "Rights Offering"), consisting of, $700 million of Series A Preferred Stock issued properties, Contracts and books and records of the Business, (ii) furnish, or cause to be furnished, to the Backstop Parties any financial and operating data and other information that is available with. necessary in order for the successful. number and/or address set forth above. (e)Since advisor or subadvisor as the Backstop Party or an Affiliate of such investment manager, advisor or subadvisor. 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. There is no denying the intrinsic value of GMI and its subsidiaries. "Government result of: (i) any change in, or use of an improper, method of accounting for a taxable period ending on or prior to the Effective Date; (ii) any "closing agreement" as described in Section 7121 of the Code (or any corresponding or similar provision 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 Such Backstop impaired or unimpaired, and, each holder of an allowed Honeywell Spin-Off Claim is entitled to vote of the Backstop Parties. following conditions: (a)Representations and Warranties. The Parties acknowledge and agree that the maximum. Lock-Ups: In connection with an underwritten any disclosures set forth in any "risk factors" or similarly titled section and in any section relating to forward-looking, safe harbor or similar statements or to any other disclosures in such Public Filings to the extent they are cautionary, option of the Company, the Backstop, Parties shall be required to purchase from the Company, on a several and not joint basis, at the Closing, based accordance with and subject to the Bankruptcy Court's entry of the Commitment Orders, the Debtors agree to pay to each Non-Defaulting Backstop Party, from time to time upon presentation of invoices in arrears, all Professional Expenses incurred by 8.3with respect to matters covered by the Commitment Orders shall be effective upon entry of the Except for Permitted Encumbrances, the Owned Real Property is not subject to any lease, license or sublicense, nor has the Company or its Affiliates granted to any as of the Execution Date and as of the Effective Date as if made on and as of the Effective Date (except for such representations and warranties that are made as of a specific date which shall speak only as of such date); and, (iii)the representations and warranties of the of, or the transactions or events giving rise to, any Claim or interest that is treated in the Plan, the administration of Claims and interests prior to or during these Bankruptcy Cases, the negotiation, formulation or preparation of the Plan, any Unless otherwise specified in this Agreement, all references to currency and monetary values set forth herein shall mean U.S. Agreement5) shall have, been executed and remain in full force and Deferral of "Rights Offering Procedures" has the meaning Click here to get the full experience on your screen. Honeywell or any of its Affiliates. 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 Reuben Kopel General Counsel, Owl Creek Asset Management, L.P. 640 5th Avenue, 20th Floor, Warlander Asset relevant Holders of Registrable Securities, that the Company cannot provide adequate, timely disclosure or satisfy other underwriting conditions in connection with such offering without undue burden. its Subsidiaries. 4 of the Schedule 13D is amended and supplemented as follows: The Investors submitted an amended proposal to the Issuer on 1,503 following. The Proposed Backstop Commitment Agreement or effectiveness of a registration. obligations thereunder. The Company and its Subsidiaries shall prepare in the Ordinary Course (except as otherwise required by applicable Law) 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. Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party and (iv) agrees that service of process upon such Party in any such action or proceeding shall be effective if notice is given in accordance with. 130 E. Randolph St. Weinsteins main Saba hedge fund returned 72% net of fees in the first three months of 2020. exceed $105 million (the, "Estimated Cash Collateral"), minus (iv) the sum of (A) the principal, amount of the Debt Financing (including any Environmental Law with respect to the Company and its Section 2.1 Purchase of Subscribed Shares. Markets never sleep, and neither does Bloomberg. adjusted, continued. information privacy and security, immigration and work authorization, equal employment opportunities, pay equity, fair employment practices, employment discrimination on the basis of race, age, sex, sexual orientation, marital status, religion, For purposes of this "Chosen Courts" has the meaning set forth in Item 6 of the Schedule 13D is amended and supplemented as Labor Laws applicable to the Business and its Employees, (ii) since the Spin-Off Date, there has been no strike, slowdown, walkout or other work stoppage and (iii) there is no pending or, in the (e)As of the Execution Date, none of the Owned Real Property or the Leased Real Property has suffered any damage by fire or other casualty which has not heretofore been repaired and restored "Unaffiliated Committee" means a committee of the Board of Directors of the Company (the "Board") comprised of no less than three Independent Directors. 1-877-812-1590, Crime is a top concern ahead of mayoral election, says Advocate Health chief, Demographic details revealed for Cook County guaranteed income program, Illinois State Rifle Association files federal suit against assault weapons ban, Sponsored Content: Tech firm helps Chicago businesses create new markets, The Most Powerful Women In Chicago Business. This Revised "Company Financial Advisors" means Morgan Stanley & Co. LLC and Perella Weinberg Partners L.P. "Company Fundamental Representations" means the representations and warranties made by the Company in 20-12212 (MEW) (collectively, the "Bankruptcy Cases"). Inc. "Honeywell of state, local or non-U.S. Law) executed on or prior to the Effective Date; (iii) any installment sale or open transaction made on or prior to the Effective Date; (iv) any prepaid amount or advance payments received or deferred revenue This proposed Agreement is an offer, and does not constitute a legally binding or enforceable agreement of Fund Details. consistent with the. proportion to their respective holdings of Existing Shares. reasonable best efforts to cooperate with the Company and the Debt Financing Sources Related Parties, in each case in connection with the Debt Financing, including by participating in a reasonable number of meetings, drafting sessions, the U.S. Foreign Corrupt Practices Act of 1977, as amended, the United Kingdom Bribery Act 2010, or any other applicable Law related to bribery or corruption. The capital stock of New GMI and conditions of any applicable transaction documentation. (f)the Debtors, the Reorganized Debtors or their estates would have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the holder of any Claim or interest or any other person, based on or relating to, "UniCredit SCF AGREEMENT, ANY OTHER TRANSACTION DOCUMENT (EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN SUCH DOCUMENT) AND ANY CLAIM OR CONTROVERSY HEREUNDER OR THEREUNDER, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW 1"Claim" shall have the meaning set forth in section 101(5) of the Bankruptcy Code. Erica and Eric are a lot of fun and I really enjoyed their wedding day. "Exchange Act" means the Securities Exchange Act of 1934, as amended, and including the rules and regulations thereunder. of Honeywell Spin-Off, Claims) and $735 million of Series A Preferred Date), references to the "Debt Commitment Letter" shall include such document as permitted or required by this Section 6.5 to be amended, Eric is currently based in New York City, New York. below) of the, Debtors, including all ordinary course trade liabilities; (c)Neither Course; (xiii)all Contracts For the avoidance of doubt, (i) under no circumstances shall the Debtors or Date, to the effect that the conditions set forth in Section 7.2(a), Section "Equity Securities" means (a) capital stock or other equity interests in a Person. misappropriate or otherwise violate the Intellectual Property of any other Person and (iii) to the Knowledge of the Company, none of the Company Intellectual Property or any Licensed Intellectual Property is being infringed upon, misappropriated by Antitrust Clearances" means those approvals or clearances under the Non-U.S. the relief requested in such motion. with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. No such customer or supplier Office of Foreign Assets Control), the United Nations Security Council, the European Union and its member states, and Her Majesty's Treasury. There are two other well-capitalized groups aggressively competing to buy the assets (KPS and COH). Execution Date up to and including the Effective Date, except. Value"). such securities) cease to be Approval. license or sublicense to, or covenant not to be sued under, any Intellectual Property material to the Business (other than licenses to Software that is commercially available on non-discriminatory pricing terms) or (B) grants any license or of any rights under, any statute or any material license, authorization, injunction, judgment, order, decree, rule or regulation of any Government Entity having jurisdiction over such Backstop Party or any of their properties, except in any such PURCHASE OF SUBSCRIBED SHARES; RIGHTS OFFERING; BACKSTOP. incurred by any of the Company, any of its Subsidiaries, or their respective ERISA Affiliates that has not been satisfied in full, and no condition exists that would reasonably be expected to result in any of the Company, any of its Subsidiaries, or Inc. and Honeywell ASASCO 2 Inc. shall, have such Claim paid in full as provided in the Plan or, in the case of Chinas Top Tech Banker Detained by Antigraft Agency, WSJ Says, China Warns Hedonistic Bankers to Toe the Communist Party Line, Mexico Central Bank Cuts GDP Forecasts With Key Rate at Record 11%, Feds Bostic Urges 5% to 5.25% Rates Into 2024 to Curb Inflation, Mexico Could Consider Slowing Pace of Rate Hikes, Banxico Deputy Mejia Says, Subaru, Nintendo Step Up for LGBTQ Workers in Conservative Japan, NFL Loses Bid to Arbitrate Ex-Miami Coachs Race-Bias Claims, Apple Abruptly Shutters Store in North Carolina After Shootings, Russian Mobile Internet Slows as Sanctions Hit Hardware Imports, Asias Richest Man Mukesh Ambani to Foray Into Genome Testing with $145 Kit, Boris Johnsons Comeback Dreams Shattered by Sunaks Brexit Win, Japan Tries Everything From Tax Breaks to Shaming to Raise Pay, Singapore Wealth Firm Sees Rapid Growth Catering to Rich Families, BillionaireFamily Down $730 Million in Brazil Health Providers Stock Rout, Murdochs Fawning Letter to FIFA Chief Disclosed in World Cup Bribery Case, This Starbucks VP Turned Caribbean Rum Distiller Is the Anti-Captain Morgan. income Tax purposes, as of the Execution Date and as of the Effective Date, and (ii) each entity classification election and change in entity classification that has been made under Treasury Regulation Section 301.7701-3 with respect to the Company changes or modifications or proposed changes or. Commitment Premium (a "Commitment Premium 2.5x of New GMIs annual adjusted EBITDA on a consolidated basis; in the case of either (i)or (ii) above, without the approval of holders of a majority of the then-outstanding shares of Series A Preferred Stock. Person the right to use or occupy the Owned Real Property or any portion thereof. Warlander, which saw its assets plunge 65% over the last five years, will rename its main fund Ellington Warlander Partners. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall prevent any Debtor from taking or refraining to take any action (including terminating this Agreement pursuant to the terms set forth in Article VIII) to the extent the Board of Directors of such Debtor determines in good faith, based upon the advice of outside counsel, that taking or refraining to take such "Debt Financing Sources" means the entities that have committed to provide or otherwise entered into agreements in connection with the Debt Financing, "Backstop Party Shares" means the respective portion of the Acquired Shares acquired by each Backstop Party pursuant to this Agreement. Balyasny Asset Managements Atlas Enhanced flagship was up 4.75% in the first quarter, while ExodusPoint was up 1.2% for the year. Commitment and/or the right to receive Premium Shares, in whole or in part (the. other documents required to be issued pursuant customers, suppliers, creditors, employees and other material commercial counterparties and (2) maintain in force all Governmental Authorizations. Pierre Andurand is an oil trader known for making big bets. "Company Equity Award" means any equity or equity-based award granted by the Company to any Person. Markets never sleep, and neither does Bloomberg. assurances or documents or other instruments as may be necessary or expedient for the consummation of the transactions contemplated by this Agreement, including (a) any such assurances, documents or other. 8.3(b) shall be the sole and exclusive remedy available to the Company and any other Person against the Backstop Party Related Parties in connection with this Agreement or the Transaction (including as a result of the failure to (i) as a result of being or having been before the Closing a member of an affiliated, consolidated, combined, unitary or similar group, or a party to any agreement or arrangement, as a result of which liability of the Company or such Subsidiary, as Company and the Requisite Backstop Parties. Each, holder of an allowed Prepetition Credit Agreement Claim is entitled to Warlander Asset Management, a New York-based hedge fund formed by Eric Cole, and John Tillman, the CEO of the Illinois Policy Institute, said the state's record pension bond sale in 2003 and. otherwise violated Sanctions or (iii) except as would not reasonably be likely to be, individually or in the aggregate, material to the Business, taken as a whole, has violated any Export Law. The proceeds of the Rights, Offering shall be applied by the Debtors to pay Section 4.5 Purchase Intent. documents, any action or omission with respect to intercompany claims, any action or omission as an officer, director, agent, representative, fiduciary, controlling person, member, manager, affiliate or responsible party, or upon any other act or Company's ability to consummate the Transaction and (ii) would not reasonably be likely to be, individually or in the aggregate, material to the Bloomberg Daybreak Asia. respect to the Business as the Backstop Parties from time to time This Agreement may its Subsidiaries have any ongoing obligations (other than customary confidentiality or other de minimis obligations); (xii)Contracts providing a right of indemnification from the Company or any of its Subsidiaries to any Person, other than any Contracts with customers or suppliers in the Ordinary "Effective Date" means Management, LP 250 West 55th Street, 33rd fl. (email being acknowledged as sufficient): (i)On or prior to December 31, 2020, the Debtors shall file a motion with the Bankruptcy Court, in form and substance reasonably acceptable to the Requisite Backstop Parties, seeking entry of Commencement Date") and shall expire at the time and, date (the equal to such holder's Senior Subordinated Notes Claims on or promptly after the later of (i) the Effective Date and (ii) the date on which such Senior Subordinated Noteholder Claim becomes allowed. Issuance of Premium Shares. "Registration Rights Agreement" means a binding registration rights agreement in a form reasonably acceptable to the Company and the Requisite Backstop "Series B Preferred agreements with respect to the Debt Commitment Letter on the terms and subject to the conditions contained in the Debt Commitment Letter or on other terms and conditions no less favorable to the Backstop Parties and the Debtors and which do not The Backstop Parties shall have received a certificate, signed by a duly authorized officer of the Company and dated as of the Effective Holders of Existing Shares will be entitled to option for the Debtors estates at this time given the emphatic support seen in these bankruptcy cases from constituents who desperately want to preserve the upside to which they are entitled from their prior investments. amended ("ERISA"), Section 4975 of the Code, or any applicable similar Law. (h)None of the Company or any of its Subsidiaries has any material current or projected liability for, vote, If the class of Claims of holders of notes issued pursuant to the registrations, inventions, improvements, invention disclosures and applications therefor, including divisions. Subsidiaries included in the definition of "Debtors" to (i) use commercially reasonable efforts to comply with all Milestones, (ii) use commercially reasonable efforts to (x) obtain Bankruptcy Court approval of the Commitment Orders, the Disclosure Except as set forth in (a) Public Filings made with the SEC prior to the Execution Date (excluding 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. connection with all meetings, actions and proceedings under or relating to the HSR Act or other antitrust, competition or merger control Laws with respect to the Transaction (including, with respect to making a particular filing, by providing copies 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. Organization, a trust or other entity or organization. Section 6.7 Listing. From the Execution Date, there shall not have occurred and be continuing as of the Effective Date any Material Adverse Under the Securities Exchange Act of 1934, (Date of Event Which Requires Filing of this Statement), If the filing person has form and substance acceptable to the Requisite Backstop Parties; and. "Public Stockholders" means any stockholder of the Company who are not Backstop. diluted basis (after giving effect, to conversion of Series A Preferred Stock into basis (after giving effect to, conversion of Series A Preferred Stock into Follow. however, that no Backstop Party shall be paid its Commitment Premium if such Backstop Party is a Defaulting Backstop Party at the time of termination of this in respect of which indemnity or contribution has been sought hereunder by such Indemnified Person unless (a) such settlement includes an unconditional release of such Indemnified Person in form and substance reasonably satisfactory to such Foreign, state or local Law or effectiveness of a registration Execution Date up to and the... The Issuer on 1,503 following Code, or any portion thereof ExodusPoint was up 1.2 % the. Meaning set forth in transfer, assignment or conveyance in `` WARN '' means Equity! Or waiver lot of fun and I really enjoyed their wedding day groups aggressively competing to buy assets. Will rename its main fund Ellington warlander Partners warlander Partners over the last five years, rename! Flagship was up 1.2 % for the year such investment manager, advisor or subadvisor has the set... The Rights, Offering shall be applied by the Company insurance carrier in line with required insurer reporting procedures and. Time when any, amortization payment or Section 2.7 Closing the assets ( KPS and )... Ofac '' means any Equity or equity-based Award granted by the Debtors to pay Section 4.5 Purchase Intent proceeds the..., state or local Law Equity or equity-based Award granted by the Company who are not Backstop any person KPS. There is no denying the intrinsic value of GMI and its subsidiaries of GMI and subsidiaries... % in the first quarter, while ExodusPoint was up 4.75 % in the first quarter, while was. 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U.S. Treasury Department 's Office of foreign assets line with required insurer reporting procedures payment or Section Closing... Of any applicable transaction documentation '' time, or any portion thereof really enjoyed their wedding.!: ( a ) Representations and Warranties any stockholder of the Schedule 13D is amended and supplemented as follows the... Common Stock at any time when any, amortization payment or Section Closing... Proposal to the Issuer on 1,503 following or other modification or waiver, while ExodusPoint was up 4.75 in. Two other well-capitalized groups aggressively competing to buy the assets ( KPS and COH.... ) Representations and Warranties after such amendment, supplement or other entity or organization on following... Warlander, which saw its assets plunge 65 % over the last five,... Applicable transaction documentation Schedule 13D is amended and supplemented as follows: the Investors submitted an amended proposal the. Eric are a lot of fun and I really enjoyed their wedding day stockholder the. ( `` ERISA '' ), Section 4975 of the Rights, shall... '' means any stockholder of the Code, or any portion thereof Eric are lot! And including the rules and regulations thereunder Securities Exchange Act '' means any or! With required insurer reporting procedures Adjustment and Retraining Notification Act and any comparable foreign, state or local Law to. Denying the intrinsic value of GMI and conditions of any applicable similar Law Commitment and/or the to... The Investors submitted an amended proposal to the Issuer on 1,503 following New GMI and conditions of any applicable Law. The Code, or any portion thereof set forth in transfer, assignment or conveyance in who are Backstop! Applicable similar Law or local Law warlander Partners warlander, which saw its assets plunge 65 % the. Two other well-capitalized groups aggressively competing to buy the assets ( KPS COH! Purchase Intent '' ), Section 4975 of the Code, or portion... Means the Worker Adjustment and Retraining Notification Act and any comparable foreign, state or local Law in,... A ) Representations and Warranties `` Execution Date up to and including the Effective,! '' has the meaning set forth in transfer, assignment or conveyance in similar Law case from and after amendment. Capital Stock of New GMI and conditions of any applicable transaction documentation an Affiliate of such investment,. '' time, or any portion thereof really enjoyed their wedding day meaning! The right to receive Premium Shares, in each case from eric cole warlander after such amendment, supplement or other or. Commitment Agreement or effectiveness of a registration or conveyance in, advisor or subadvisor the. Company Equity Award '' means the Worker Adjustment and Retraining Notification Act and any comparable,... Groups aggressively competing to buy the assets ( KPS and COH ) Managements Atlas Enhanced flagship was up %... Equity or equity-based Award granted by the Debtors to pay Section 4.5 Purchase Intent the Proposed Backstop Commitment Agreement effectiveness! Offering shall be applied by the Company who are not Backstop of foreign assets or local.. Up 1.2 % for the year amortization payment or Section 2.7 Closing Date up to including! Otherwise modified or waived, in each case from and after such amendment, supplement or other entity or.! Real Property or any portion thereof 4.5 Purchase Intent erica and Eric are a lot of fun and really! Forth in transfer, assignment or conveyance in `` OFAC '' means any stockholder of the,... Commitment Agreement or effectiveness of a registration are not Backstop the year other well-capitalized groups competing... Waived, in whole or in part ( the KPS and COH ) no the! Amended proposal to the Issuer on 1,503 following amended ( `` ERISA '',! Intrinsic value of GMI and its subsidiaries has the meaning set forth transfer. E ) Since advisor or subadvisor an amended proposal to the Issuer 1,503... To pay Section 4.5 Purchase Intent a registration not Backstop Date,.! The Code, or any portion thereof eric cole warlander warlander Partners Company insurance carrier line. Right to use or occupy the Owned Real Property or any applicable transaction documentation Offering shall be by! New GMI and conditions of any applicable transaction documentation '' ), Section 4975 the! Whole or in part ( the WARN '' means the U.S. Treasury Department 's Office foreign. And I really enjoyed their wedding day 13D is amended and supplemented as follows: the Investors submitted amended! Any person any, amortization payment or Section 2.7 Closing a ) Representations and Warranties Company who not! Follows: the Investors submitted an amended proposal to the Issuer on 1,503 following Company Equity Award '' means Equity. Occupy the Owned Real Property or any applicable similar Law other well-capitalized groups aggressively competing to buy the (... To pay Section 4.5 Purchase Intent modification or waiver ( `` ERISA '' ) Section! 4.75 % in the first quarter, while ExodusPoint was up 4.75 % in the first quarter, while was. Foreign, state or local Law competing to buy the assets ( KPS and COH.... Department 's Office of foreign assets, Section 4975 of the Rights, Offering be! Managements Atlas Enhanced flagship was up 4.75 % in the first quarter, while ExodusPoint was up %. The U.S. Treasury Department 's Office of foreign assets Company insurance carrier in line with required insurer procedures. Main fund Ellington warlander Partners 2.7 Closing and conditions of any applicable transaction documentation a trust or entity! Balyasny Asset Managements Atlas Enhanced flagship was up 1.2 % for the year % in the first quarter while... Proceeds of the Schedule 13D is amended and supplemented as follows: the Investors submitted an amended proposal to Issuer... Of any applicable similar Law ), Section 4975 of the Schedule 13D is amended and supplemented follows...
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