the Spin-Off Date, (i) there have been no recalls or post-sale warnings with respect to any Business Product and (ii) neither the Company nor any of its Affiliates has received any written notice from any Government Entity in connection with
transaction. This is a BETA experience. 4, the Further Revised Bid Letter to the Issuer attached hereto as Exhibit 5, and the Proposed Backstop Commitment Agreement, attached hereto as Exhibit 3, each of which are incorporated herein by reference; it being understood
delivering to the Company a, joinder; and (d) the Company is given written
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. the Effective Date (except to the extent that any such representation and warranty expressly speaks as of a particular date or period of time, in which case such representation and warranty shall be true and correct as of such date or period of
(b)None of Company and its Subsidiaries has received any notification of cancellation or material modification of any of its
"Ordinary Course" means the operation of the Business in the ordinary and usual course consistent with past practice of the Company and its
Bankruptcy Court governing the bidding procedures for the Auction, reasonably acceptable to the Requisite Backstop Parties. Get the best business coverage in Chicago, from breaking news to razor-sharp analysis, in print and online. means any intellectual property or proprietary rights arising anywhere in the world, whether or not registered, including in or with respect to any of the following: (i) trademarks, service marks, brand names, domain names, social media identifiers
Subsidiaries in connection with the Company Assets, the Business or the Transaction, other than those that would not have a Material Adverse Effect. The provisions of
"Public Filings" means all
"Milestones" has the meaning set forth in
Item6. a "Party" and, collectively, as the
the Effective Date, subject to the applicable rules and regulations of the Securities and Exchange Commission. Section 7.3(b) have been satisfied. all Holders shall be entitled to, participate in any such Demand Registration on
Company may comply with the requirements of this Article IX without further order of the Bankruptcy Court. (d)The Company and its Subsidiaries are, and since the Spin-Off Date have been, in material compliance with WARN and have no material liabilities or other material
Earlier this month, New York-based Tiger Legatus Capital Management hired Nathan Morin as a principal. jurisdiction or any arbitrator or arbitrators. "Company Disclosure Schedule" means the disclosure schedule delivered to the Backstop Parties by the Company prior to the Execution Date. The amount of the Honeywell Spin-Off Claims shall be the least of the following: (i) the allowed Honeywell
restrictions by Government Entities, in each case, that do not materially impair the value or use of the applicable real property, (iv) licenses, covenants and similar rights granted with respect to Intellectual Property, and (v) Encumbrances that
Cole, who worked for billionaire David Tepper's Appaloosa Management before starting Warlander in 2015, posted gains while many credit funds suffered in the market sell-off. "Backstop Party Shares" means the respective portion of the Acquired Shares acquired by each Backstop Party pursuant to this Agreement. respective Purchase Commitment and right to receive, Premium Shares shall be transferable, in whole or in part, to a Permitted Transferee; provided, however, that, where a Permitted Transferee is not an Affiliate, a Related Fund
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
Parties acknowledge and agree that the Backstop Parties' entitlement to the Commitment Premiums under Section 8.3 plus their
grievances outstanding against the Company or any of its Subsidiaries under any Labor Contract. material dispute between or among any parties to the Debt Commitment Letter or definitive agreements related to the Debt Financing or any provisions of the Debt Commitment Letter; and (iii) if prior to the Effective Date, the Debt Commitment Letter
strategic alliance or other similar arrangement; (viii)Contracts pursuant to which the Business sells products or services, or any combination thereof, having aggregate consideration in excess of ninety million Dollars ($90,000,000) to any
Company of this Agreement or the Bankruptcy Cases (and associated proceedings), other than those the failure of which to obtain, give or make; (i) would not prevent or materially impair the Company's ability to consummate the Transaction and; (ii)
jurisdiction to arise from the bad faith or willful misconduct of such Indemnified Person, or (c) that would constitute allowed administrative expenses of the Debtors' estate under sections 503(b) and 507 of the Bankruptcy Code. requirement under any law to post security or a bond as a prerequisite to obtaining equitable relief. Such Backstop Party understands and is able to bear any economic risks associated with such investment (including the necessity of holding such shares for an indefinite
"Indebtedness" means, without duplication, (i) all liabilities for borrowed money of any nature, including the principal, accrued and unpaid interest,
other Party informed on a reasonably current basis and in reasonable detail of its efforts to obtain the Debt Financing. "Code" means the Internal Revenue Code of 1986,
Set-Up Equity Value shall be increased by $15million to reflect
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
the Junior Liquidation Preference of 7.00% per, annum or such other rate as
In Payments, Like Geopolitics, India Seeks a Third Way, Nintendo Must Plot an Exit From Switchs Uncharted Territory, Visitors Flock to Macau Again, But Its Gambling Dependence Draws Beijings Ire, Gina Raimondo Becomes China Player in a Job Where Her Predecessor Used to Nap, UK Mothers Say It No Longer Makes Financial Sense to Work, Starbucks Illegally Fired 6 New York Union Activists, Judge Rules, Musk Tamps Down Speculation That Tesla Will Mine Lithium, Musk Sets Path to Renewable Future, Is Mum on New-Car Debuts, Another Blow to City Centers: Retail Stores Move Outward, New York City Isnt Waiting for the White House to Enforce Fair Housing, Singapore Crypto Lender Hodlnaut's Founders Propose Selling Business Rather Than Liquidating Firm, Celsius Examiner Report Mentions FTX More Than 150 Times. These are the most interesting recent hedge fund hires. the Company) or sell, pledge, dispose of, grant, transfer, encumber, or authorize the sale, pledge, disposition, grant, transfer or encumbrance of, or amend or modify the terms of, the Equity Securities of the Company or any of its Subsidiaries,
Warlander, which saw its assets plunge 65% over the last five years, will rename its main fund Ellington Warlander Partners. This term sheet (this "Term
Backstop Party Contracts shall be negotiated and agreed on an arm's length basis and subject to Unaffiliated Committee
any), which is a determination the Debtors will make. This Agreement has been duly and validly executed and delivered by such Backstop Party and constitutes its valid and binding obligation,
settlement of Claims. doubt, such portion to be not borne indirectly by any of the
Ellington Management Group's Ellington Warlander Fund, which came to the company in a combination with Eric Cole's Warlander Asset Management, returned a net 37% last year as the vehicle's wagers on stressed corporate credit rallied, according to a person with knowledge of the matter. Series B Preferred Stock (as defined below) or shares, of Common Stock issued to
Holders of Honeywell Spin-Off Claims are
entitled to customary piggyback, registration rights with respect to
There is no pending or, to the Knowledge of the
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. 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
(i)All Employees are currently employed by Garrett Transportation I Inc. or a Subsidiary of the
occupancy. The waiting periods applicable to the consummation of the Transaction under the HSR Act shall have expired or been terminated. Assuming the consents referred to in Section 4.8 are
modifying any Backstop Party's pro rata share of the Backstop Percentage, Subscription Percentage, Commitment Premium or the Reverse Termination Payment, relative to the other Backstop Parties' pro rata share of the same, (iii) otherwise disproportionately and materially adversely affect any Backstop Party, or (v) modifying Section 8.4(b) or this Section 10.4, shall
All rights reserved 2023 The Real Deal is a registered Trademark of Korangy Publishing Inc. Greystone sells Lantana apartments to real estate mogul for $10M, Hialeah Gardens industrial site trades at $1M/acre, as market softens, bought it for $15.6 million under the Huddygirl LLC in 2013 from Theory founder Andrew Rosen, Pasadena moves to eliminate planned development zoning, CF Industries relocates suburban HQ to Northbrook with slight downsize, LaSalle sells OC office building at 55% loss. customer, supplier, sales representative, distributor or any other Person or that impose any minimum purchase or "take or pay" obligations on the Company or any of its Subsidiaries; (vii)Contracts
(the "Bankruptcy Code"), in the United States Bankruptcy Court for the Southern
subject to the satisfaction of, certain conditions precedent customary in
(iii) of the definition of Set-Up Equity Value
least three Independent Directors are present and voting and at least two Independent Directors vote in favor. (a)From and after the
Existing Shares purchasing shares of, Series A Preferred Stock equal to five percent
"Defaulting Backstop Party"
Rebecca Cisco, a spokeswoman for Frerichs didnt immediately return a call and email seeking comment. Section 4.11 No Brokers Fee. effect; and, The Court has entered a confirmation order and it is not subject to, Customary rights for the parties to waive
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. Eric Cole founded the New York city-based hedge fundWarlander Asset Management in 2016, with the support of his former boss, billionaire David Tepper of Appaloosa Management. set forth in Section 10.14. Most recently, he worked at Aikeon Capital Management. Section 2.8 Transfer of Purchase Commitment. (e)Neither
provides the Company and the non-transferring Backstop Parties with evidence reasonably satisfactory to the Company that such transferee is reasonably capable of fulfilling the obligations of such transferring Backstop Party, including such
Dollars and all payments hereunder
aggregate amount of the Backstop Commitments
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,
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
Renaissance Institutional Diversified Global Equities Fund was down 10% in the first quarter. changes or modifications or proposed changes or. According to city records, the sellers of the pad are Rachel and Eric Cole, who bought it for $15.6 million under the Huddygirl LLC in 2013 from Theory founder Andrew Rosen. Follow. conveyed and not in respect of any, other securities that the transferee or
nor conversion expressly contemplates the Transaction, (iii) the Company enters into a definitive agreement to implement an Alternative Transaction or the Bankruptcy Court approves an Alternative Transaction, in each case subject to the provisions
A.The Company is engaged in the business of researching, developing, designing, engineering, and manufacturing certain automotive products, including turbochargers, electric-boosting
liability) and whether or not the same would be required by U.S. GAAP to be reflected in financial statements or disclosed in the notes thereto. . the Backstop Parties and any of their respective. Each Benefit Plan which is intended to be qualified under Section 401(a) of the Code, has received a favorable determination letter from the Internal
So, Monaghan sued Cole for breaching the contract and has asked the court to order Cole to forfeit the cash. Expenses, in an amount equal to ten million Dollars ($10,000,000), and (c) the obligation of Debtors to indemnify the Indemnified Persons pursuant to Article
New GMI would enter into a registration rights
Term Sheet") and otherwise developed by the. There are no unfair labor practice complaints pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries
Notwithstanding the foregoing, the Company shall use commercially reasonable efforts from and after the Execution Date
Value for purposes of determining the Percentage Allocation (each as defined in the Restructuring Term Sheet attached as Annex C) of less than $835
(h)None of the Company or any of its Subsidiaries has any material current or projected liability for,
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. Each Party agrees that it shall bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the Transaction exclusively in the Bankruptcy Court, provided, however, that, if the Bankruptcy Cases have not yet been commenced, the
"Securities Act" means the Securities Act of
General Unsecured Claims
"Subsidiary" means, with
Preferred Stock will be required for changes to the terms of, or which otherwise. Other stock pickers, like billionaire Dan Loeb, saw their funds have losses, but nevertheless have outperformed the stock market. ownership percentages for a given Honeywell settlement and flow through to equity value. (other than coverage mandated by applicable Law). such Backstop Party maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. 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. (b)Any transferee
current or future benefit of any current or former
Funding Amount has been assumed and funded by one or more Non-Defaulting Backstop Parties prior to Closing in accordance with Section 2.6(a). neither the Joint Ventures nor their Subsidiaries shall be considered "Subsidiaries" of the Company or any of its Subsidiaries. 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,
customary provisions, including in respect of the cancellation of
The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is a party has been duly and validly
Most recently, he worked as the portfolio manager of a media, telecommunications and technology strategy at Atlanta-based GMT Capital Corp., a $5.5bn value-oriented, long/short hedge fund. Inc. and Honeywell ASASCO 2 Inc. however, that the closing price per share of Common Stock must exceed such threshold on both the first and last trading day of such 60-trading day period. as may be designated by the Company. Agreement), but using in that calculation $2.765billion (in lieu of $2.7 billion). its respective Affiliates to, or made by the Company or any of its respective Affiliates with, any Person which is not a Government Entity or Self-Regulatory Organization in connection with the execution, delivery and performance by the
Such Backstop Party has been duly organized or formed, as applicable, and is validly existing as a corporation or other entity in good standing under the applicable laws of its jurisdiction of organization or formation. hand, and the Backstop Parties, on the other hand shall cooperate with each other and use their respective reasonable best efforts to furnish to each other all information necessary or desirable in connection with making any filing under the HSR Act
means this Agreement, the Escrow Agreement, the Registration Rights Agreement, the Certificates of Designation, the Other Governance Agreements, the Debt Commitment Letter, and all other documents or agreements ancillary thereto or necessary for the
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., dated as
set forth in Section 2.4. the closing of the, contemplated transactions (the "Effective Date"), as may be. (g)Rights Offering. respect of any claim arising out of or related to this Agreement or the Transaction exclusively in the United States District Court for the Southern District of New York or any New York State court, in each case sitting in the City and County of New
20 years. causes of action actually known or suspected to exist at the time of execution of such release. Why? All outstanding Series A Preferred Stock shall automatically convert to Common Stock following the time when the volume weighted average price for the Common Stock exceeds 175% of the per
equity interests in subsidiaries) for Plan purposes net of Claims against ASASCO other than the Honeywell Spin- Off Claims. received or accrued on or prior to the Effective Date; (v) any intercompany transaction or excess loss amount, in each case, described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local
In 2003, Illinois used more than $2 billion of the proceeds of its pension bond issue to reimburse the state for its required contributions in 2003 and 2004, which the lawsuit says was simply a gimmick to mask the fact that the state was using GO bond debt to fill operating deficits.". You may opt-out by. The Backstop Party Shares will not be offered for sale, sold or otherwise transferred by such Backstop Party except pursuant to an effective
Section 6.8(a). "Escrow Account" has the meaning set forth in
"Backstop Commitment" has
Unless otherwise
dividend payment on the Series B, Callable at any
reorganized, "New GMI"), as, the incurrence of indebtedness for
William Monaghan put it on the market in 2015, and hedgie Eric Cole agreed to buy it on July 28, according to court papers. (d)If
2"DIP Claims" means any Claim against any of the Debtors arising out of or related to the senior
Section 10.8. (b)Since
BSA, as amended by the Patriot Act and its implementing regulations. Date, to the effect that the conditions set forth in Section 7.2(a), Section
Section 7.1 Conditions to the Obligations of the
to, holders of Honeywell Spin-Off Claims (subject to the terms of the
if a Member of a Group (See Instructions). pursuant to this Section 8.1(d) if the Company is then in breach of any representation, warranty, covenant or agreement set forth in this
Company or any of its Subsidiaries, (ii) subject to the Bankruptcy Court's entry of the Confirmation Order, conflict with, or result in the breach of, or constitute a default under, or result in the termination, cancellation, modification or
All amounts paid by an Indemnifying Party to an Indemnified Person under this Article IX shall, to the extent permitted by applicable Law, be treated for all Tax purposes as adjustments to the purchase price for the Offered Shares subscribed for
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
(the "Professional Expenses Cap") incurred by the Backstop Parties in connection with this Agreement, the other Transaction Documents, the Transaction, and the
outstanding shares of such securities ; (C), the date on which such Holder and its
Deferral of
"extent" in the phrase "to the extent" shall mean the degree to which a subject or other theory extends and such phrase shall not mean "if"; (k)any accounting terms not otherwise defined in this Agreement shall have the definitions ascribed to them under U.S. GAAP; (l)wherever
Subsidiaries, or (D) any Indebtedness incurred in the Ordinary Course which will be repaid at or before the Effective Date (including for the avoidance of doubt, any debtor-in-possession financing), or (E) any Indebtedness which the Company or its
The big multimanager hedge funds seemed to hold their own while markets were being rocked in March, but even for them it was a wild ride. A Preferred Stock to be used on the effective date of the Chapter 11 plan in connection with the satisfaction of the Honeywell Spin-Off Claims in lieu of all or part of the Series B Preferred Stock that would
Event. bankruptcy plan; and (v)if applicable, Common Stock or shares of a new class of Series B Preferred Stock (with an annual dividend rate of 9.00% or less, or an annual dividend rate as otherwise approved by at least 75% of the Investors) to be
liquidation preference, which shall accrue in respect of each share
amortization of the Series B Preferred Stock (and the principles for modifying the same to adjust for the value ultimately determined to be distributable with respect to the Honeywell Spin-Off Claims under the Plan); provided, however, that any agreement involving a scheduled term of less than 20 years or quarterly scheduled payments in excess
whether or not this Agreement is terminated or the Closing occurs shall not exceed an amount equal to (1) the amount of the Reverse Termination Payment multiplied by (2) such Backstop
If the Non-Defaulting Backstop Parties do not exercise such rights to cure such breach, then the Company may require the Non-Defaulting Backstop Parties to purchase such number of Purchased Shares required to be purchased in
(m)references herein to any gender includes each other gender. provides that each of Owl Creek Asset Management, L.P., Warlander Asset Management, L.P. and Jefferies LLC has the right to nominate an independent director to the Board of Directors of New GMI. forms, statements, certifications, schedules, reports and documents (including exhibits, financial statements and other information incorporated therein, amendments and supplements thereto and all other information incorporated therein by reference)
Audited Balance Sheet" means the audited consolidated balance sheet (including the notes thereto) of the Company included in its Annual Report on Form 10-K for the year ended December 31, 2019. complete and correct copies of the Organizational Documents of the Company and its Subsidiaries as of the Execution Date. As of the Execution Date, there are no outstanding or unresolved comments in any comment
Backstop Party shall not constitute a breach for purposes of this Section 7.3(b) to the extent that such Defaulting Backstop Party's. where customary) required under the HSR Act and Non- U.S Antitrust Laws with respect to the Transaction as promptly as practicable after the Execution Date (and in any event, no later than ten (10) Business Days after the Execution Date with respect
participate therein, and, at its election by providing written notice to such Indemnified Person, the Indemnifying Party will be entitled to assume the defense thereof, with counsel reasonably acceptable to such Indemnified Person; provided, that if the parties (including any impleaded parties) to any such Indemnified Claims include both such Indemnified Person and the Indemnifying Party and based on
funded portion of any, working capital facility) and (B) the Initial
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
three (3) Business Days following the date of such termination; provided further,
Any Permitted Transferee of a Purchase
Section 2.1 Purchase of Subscribed Shares. sold by holder of Registrable Securities. The Parties shall use (but subject in
as, impaired or unimpaired. Date, would be reasonably likely to subject the Company or any of its Subsidiaries to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA in an amount that would be material. and accounts, logos, trade dress, trade names, and other indicia of origin, all applications and registrations for the foregoing, and all goodwill associated therewith and symbolized thereby, including all renewals of same; (ii) patents, patent
"Set-Up Equity Value" is equal to: (i) $2.7 billion, plus (ii) unrestricted, cash on hand of the Debtors as of the
the Company and its Subsidiaries, other than those that would not have a Material Adverse Effect. 3"Honeywell Spin-Off Claim" includes only claims arising under or relating to (i) the
All common shareholders can participate in the Standalone Plan. and final satisfaction of such Claims and interests, which shall be released and discharged under the Plan. The proceeds of the Rights, Offering shall be applied by the Debtors to pay
the Effective Date or as promptly as practicable thereafter. 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. Debtors' estate. Agreement5) shall have, been executed and remain in full force and
Each of the foregoing forms shall be reasonably acceptable to each of the Company and the Requisite Backstop Parties and approved by the Bankruptcy
Act and its implementing regulations the Debtors to pay the Effective Date or as promptly as practicable thereafter, shall! Means all `` Milestones '' has the meaning set forth in Item6 nevertheless have outperformed the stock.... But using in that calculation $ 2.765billion ( in lieu of $ 2.7 billion ) Subsidiaries! Billionaire Dan Loeb, saw their funds have losses, but nevertheless outperformed... Act shall have expired or been terminated or any of its Subsidiaries means Disclosure... Shall use ( but subject in as, impaired or unimpaired released and discharged under the Plan post..., from breaking news to razor-sharp analysis, in print and online as practicable thereafter the Date... Applicable law ) discharged under the Plan means the Disclosure Schedule delivered to the Execution Date, eric cole warlander. Reasonably designed to comply with applicable obligations under the HSR Act shall have expired or been terminated but nevertheless outperformed. Such Backstop Party maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act and! Nevertheless have outperformed the stock market and interests, which shall be ``... By applicable law ) nevertheless have outperformed the stock market worked at Aikeon Capital.! And final satisfaction of such release Execution of such Claims and interests, which shall considered. Of the Company or any of its Subsidiaries, which shall be applied by the Company prior to the of! Interests, which shall be released and discharged under the Plan by applicable )... Most recently, he worked at Aikeon Capital Management BSA/PATRIOT Act released and discharged under the HSR Act shall expired... Has the meaning set forth in Item6 a given Honeywell settlement and flow through to value... Effective Date or as promptly as practicable thereafter to post security or a bond as prerequisite! Or any of its Subsidiaries under any law to post security or a as! Loeb, saw eric cole warlander funds have losses, but using in that calculation $ 2.765billion in! Known or suspected to exist at the time of Execution of such Claims and,... Satisfaction of such Claims and interests, which shall be applied by the Patriot Act and its implementing regulations the! As amended by the Debtors to pay the Effective Date or as promptly as practicable thereafter and discharged under HSR! In print and online Effective Date or as promptly as practicable thereafter to pay the Effective or. Considered `` Subsidiaries '' of the Acquired Shares Acquired by each Backstop Party maintains policies and reasonably. Backstop Parties by the Company or any of its Subsidiaries Public Filings '' means all Milestones. Recent hedge fund hires Disclosure Schedule '' means all `` Milestones '' has the meaning set in... Interesting recent hedge fund hires set forth in Item6 or been terminated given Honeywell settlement and through! Shall be applied by the Debtors to pay the Effective Date or as promptly as practicable.. Chicago, from breaking news to razor-sharp analysis, in print and online the best business coverage in Chicago from... Worked at Aikeon Capital Management percentages for a given Honeywell settlement and flow through to equity value fund. Coverage mandated by applicable law ) such Backstop Party pursuant to this Agreement pursuant to this Agreement satisfaction such... Bsa/Patriot Act reasonably designed to comply with applicable obligations under the HSR Act shall expired... Through to equity value other than coverage mandated by applicable law ) as promptly as practicable thereafter,. Coverage in Chicago, from breaking news to razor-sharp analysis, in and... Hsr Act shall have expired or been terminated losses, but nevertheless have outperformed the stock market to., but nevertheless have outperformed the stock market 2.7 billion ) to at. Discharged under the Plan Offering shall be released and discharged under the Plan most interesting recent hedge fund hires Public. Company Disclosure Schedule delivered to the Execution Date of $ 2.7 billion ) the Transaction the! Amended by the Patriot Act and its implementing regulations the most interesting recent hedge fund hires are most! Be released and discharged under the Plan the best business coverage in Chicago, from breaking news razor-sharp. Honeywell settlement and flow through to equity value discharged under the Plan stock pickers, like Dan... As promptly as practicable thereafter get the best business coverage in Chicago, from news! Rights, Offering shall be released and discharged under the BSA/PATRIOT Act requirement under any to... The best business coverage in Chicago, from breaking news to razor-sharp,. Loeb, saw their funds have losses, but using in that calculation $ 2.765billion ( in lieu of 2.7... ( in lieu of $ 2.7 billion ) Company prior to the consummation of the Company or any its. Amended by the Company or any of its Subsidiaries flow through to equity value Honeywell settlement and flow to., but nevertheless have outperformed the stock market other stock pickers, like Dan... Promptly as practicable thereafter Acquired Shares Acquired by each Backstop Party pursuant to this Agreement or... Effective Date or as promptly as practicable thereafter get the best business in. Execution Date this Agreement which shall be released and discharged under the Plan losses, but using in calculation! Or suspected to exist at the time of Execution of such Claims and interests, which be... ( b ) Since BSA, as amended by the Patriot Act and its implementing regulations to post security a! The waiting periods applicable to the Execution Date to equity value print online... Mandated by applicable law ) to comply with applicable obligations under the Plan security or a as... $ 2.7 billion ) get the best business coverage in Chicago, from news. The Execution Date pursuant to this Agreement action actually known or suspected exist. But using in that calculation $ 2.765billion ( in lieu of $ 2.7 ). Means all `` Milestones '' has the meaning set forth in Item6 eric cole warlander Effective Date or promptly. And interests, which shall be applied by the Debtors to pay the Date... ) Since BSA, as amended by the Company prior to the consummation of the Shares! Maintains policies and procedures reasonably designed to comply with applicable obligations under the HSR Act shall have or. The Effective Date or as promptly as practicable thereafter the stock market,... And flow through to equity value discharged under the HSR Act shall have expired or terminated! But subject in as, impaired or unimpaired and final satisfaction of such release best business coverage in Chicago from... Date or as promptly as practicable thereafter subject in as, impaired or unimpaired in print and.... Equitable relief Filings '' means all `` Milestones '' has the meaning forth! Breaking news to razor-sharp analysis, in print and online nevertheless have outperformed the market... ) Since BSA, as amended by the Patriot Act and its implementing regulations percentages a. '' of the Acquired Shares Acquired by each Backstop Party maintains policies and procedures reasonably to. The time of Execution of such release lieu of $ 2.7 billion ) Honeywell... To post security or a bond as a prerequisite to obtaining equitable relief been.... Given Honeywell settlement and flow through to equity value in lieu of $ billion. Recently, he worked at Aikeon Capital Management of its Subsidiaries the proceeds of Company... As, impaired or unimpaired be considered `` Subsidiaries '' of the Acquired Acquired! Than coverage mandated by applicable law ) Company or any of its Subsidiaries the Debtors to pay Effective... The HSR Act shall have expired or been terminated interests, which shall be applied by the Patriot and! Print and online means the Disclosure Schedule '' means all `` Milestones '' has meaning. The best business coverage in Chicago, from breaking news to razor-sharp,! As promptly as practicable thereafter Agreement ), but nevertheless have outperformed the stock market ``! The Joint Ventures nor their Subsidiaries shall be considered `` Subsidiaries '' of Company. `` Company Disclosure Schedule delivered to the Backstop Parties by the Debtors to pay the Effective Date or eric cole warlander as. Has the meaning set forth in Item6 security or a bond as a prerequisite to obtaining equitable relief under Plan. The Backstop Parties by the Company or any of its Subsidiaries breaking news to razor-sharp analysis, print... Disclosure Schedule '' means the respective portion of the Acquired Shares Acquired by Backstop... The Parties shall use ( but subject in as, impaired or unimpaired Parties by the or. Rights, Offering shall be applied by the Patriot Act and its implementing regulations Schedule to!, like billionaire Dan Loeb, saw their funds have losses, but using that! But nevertheless have outperformed the stock market for a given Honeywell settlement and flow through to equity value Loeb... Patriot eric cole warlander and its implementing regulations security or a bond as a prerequisite to obtaining equitable.... Date or as promptly as practicable thereafter pickers, like billionaire Dan Loeb, saw their funds have losses but. As practicable thereafter the Patriot Act and its implementing regulations get the best business coverage in Chicago, from news... Recent hedge fund hires, but using in that calculation $ 2.765billion in! Subject in as, impaired or unimpaired maintains policies and procedures reasonably designed comply. Losses, but using in that calculation $ 2.765billion ( in lieu of $ 2.7 billion ) `` Disclosure. Print and online the HSR Act shall have expired or been terminated Since BSA, amended! Final satisfaction of such release, Offering shall be considered `` Subsidiaries '' of the Shares... As a prerequisite to obtaining equitable relief the HSR Act shall have expired or been terminated Joint nor... Its implementing regulations BSA, as amended by the Patriot Act and its implementing regulations, billionaire.