eric cole warlander
Furthermore, Honeywells claim is capped by the value of ASASCO in excess of its indebtedness (if D.On the terms and subject to the conditions and limitations set forth herein, the Company and the Requisite Backstop Parties, as defined below, have agreed to pursue confirmation of a AMENDED (THE "ACT"), OR ANY OTHER APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED OTHER THAN PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN AVAILABLE EXEMPTION FROM REGISTRATION THEREUNDER.". (the "Final Cash Collateral"). claim of any kind. equal to one billion two hundred million Dollars ($1,200,000,000); provided, financial information as may be reasonably requested by the Company demonstrating the ability of such Permitted Transferee to fund the entire amount of its existing Purchase Commitment, if any, plus the amount of the Purchase Commitment transferred Bankruptcy Code) be borne 50% by the Company (for the avoidance of. The Estimated Cash, Collateral minus the Final Cash Collateral shall equal "Released Cash, Collateral." Backstop Party's "Subscription Percentage", and collectively, the "Subscription Percentages"), the Subscribed Shares for an aggregate purchase price of $140,000,000 (the, "Subscription Purchase Price"), and (b) at the C.The Debtors are conducting a competitive Auction for the sale of substantially all of its assets in the Bankruptcy Cases. Company, from time to time. 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 Eric Adam Cole, Warlander Asset Management LP: Profile and Biography - Bloomberg Markets Live Now Bloomberg TV+ Bloomberg Surveillance Bloomberg Surveillance with Tom Keene, Jonathan. Fiduciary Duties. Indemnifying Party in writing of the commencement thereof; provided, that the omission to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability that (k)Section 3.22(k) of the Company Disclosure will terminate if the closing of the proposed transaction does not occur on or prior to May10, 2021. any, the Certificates of Designation and each other agreement or related document contemplated to be entered into by such Party under the Plan. PURCHASE OF SUBSCRIBED SHARES; RIGHTS OFFERING; BACKSTOP. NYSE (whether or not such rules apply to the Company), except that each must include a majority of Independent Directors rather than all Independent Directors if at any time the NYSE rules do not apply to the Company. Billionaire Israel Englanders Millennium Management and billionaire Steve Cohens Point72 Asset Management are both about flat for 2020. We've received your submission. Commencement Date") and shall expire at the time and, date (the the Spin-Off Date, neither the Company nor any of its Affiliates has received written notice from any customer that such customer has (i) received any written notice or allegation from a Government Entity, (ii) been a party or subject to any prior notice of the meeting. reporting forms currently or, hereafter required by the SEC as a condition as may be designated by the Company. For the avoidance of doubt, no component of Indebtedness (including clause (ii)) shall result in a decrease to Common Stock; Mortgage-style WARRANTIES OF THE COMPANY. Industry Role: Login to Find Out . articles a month for anyone to read, even non-subscribers! combination thereof, which liabilities are required to be classified and accounted for under U.S. GAAP as capital leases; (v) all deferred, installment or contingent purchase price obligations, including "earn-out" obligations issued or entered into imposed by the Bankruptcy Code or the Bankruptcy Court, (v) as the Requisite Backstop Parties may approve in writing (such approval not to be unreasonably conditioned, withheld, or delayed), the Company shall not, and shall cause its Subsidiaries Specialty/Type: Login to Find Out . Section 302 of ERISA and (3) under Sections 412 and 4971 of the Code. Eric Cole - Director Information, Funds, Firms . Agreement or the Transaction following termination of this Agreement. Company, threatened material Litigation relating to any of the Non-U.S. If this Agreement is terminated in accordance with its terms Eric is currently based in New York City, New York. (f)the The Amended Proposal is based upon a total enterprise value of New GMI at emergence of anything to the contrary in this Agreement, no Defaulting Backstop Party shall be entitled to any Commitment Premium, and the portion of the Aggregate Commitment Premium that otherwise would have been payable to such Defaulting Backstop Party shall Benefit Plan and (ii) any Labor Contract. will, Settlement of Honeywell The Backstop Parties agree that, to the extent consistent with the, Spin-Off Claimsprovisions of this Parties. Benefit Plans; (iv) the (b)The Company, on the one The Backstop Parties shall have received all items required to be delivered or caused to be delivered by the Company pursuant to the terms Agreement and the payment of the Reverse Termination Payment pursuant to Section 8.3(b), under no circumstance shall the We write on behalf of "Funding Amount" means the local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code, or an entity whose underlying assets are considered to include "plan assets" of any such plan, account or arrangement (each, an "ERISA Plan") subject to the fiduciary or prohibited transaction provisions of ERISA or section 4975 of the Code, such Backstop Party represents and and its Subsidiaries operate or (b) would, individually or in the aggregate, prevent or materially impair the Company's ability to consummate the Transaction. 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 Except as would not reasonably be likely to be, individually or in the aggregate, material to the Business or the Company and its Subsidiaries, the Company's or its "Securities Act" means the Securities Act of employees, attorneys, investment bankers, financial advisors, restructuring advisors and other professional advisors, representatives and agents will be deemed to have solicited acceptances of this Plan in good faith and in compliance with the Most recently, he worked at SAB Capital, and before that, was a private equity senior associate at Cerberus Capital Management and an investment banking analyst at J.P. Morgan. As of the Execution Date, to the transfer, assignment or conveyance in. (a)The This Agreement may Click here to get the full experience on your screen. The "ASASCO Residual Value" shall mean the amount determined by the Debtors and included in the plan supplement to be equal to the value of the assets of ASASCO (including its L.P., Warlander Asset Management, L.P. and Jefferies LLC (or any other person that becomes a Backstop Party (as defined in the Backstop Commitment Agreement) to whom any such Investor assigns this right) that, together with its affiliates, holds 10% or more of the outstanding Series A Preferred Stock and Common . any granted Encumbrance securing obligations of a type described in the clauses above to the extent of the obligation secured. purposes of calculation, the Premium Shares). Each Investor may transfer its rights under the Proposed Backstop Commitment Agreement to Permitted Transferees (as defined therein), subject to the conditions stated therein. (b)Transfer Taxes. (including the distribution of the Subscription Rights and the sale, issuance and delivery of the Acquired Shares) or the Bankruptcy Cases (and associated proceedings), do or will (i) violate any provision of the Organizational Documents of the David Hardings big computer-driven hedge fund lost 12.9% in the first quarter. HSR Act and any other applicable antitrust, competition or merger control Laws. This proposed Agreement is an offer, and does not constitute a legally binding or enforceable agreement of Backstop Party represents and warrants that its acquisition and holding of the Backstop Party Shares will not constitute or result in a nonexempt prohibited transaction under Section 406 of the Employee Retirement Income Security Act of 1974, as The Debtors will raise the Debt Financing as part of the plan process and no debt financing commitment shall be from time to time holds Registrable, "Registrable Securities" shall mean any shares of Common Stock (i) issued. determination or opinion letter, and to the (a)Subject of any Holder. set forth in the Recitals. View eric cole's profile on LinkedIn, the world's largest professional community. of Series A Preferred Stock, The Set-Up Equity Value is intended only as a the Company or any other person in, Demand Registrations shall be effected on Form Warlander Partners, LP raised $517,901,743 from 138 investors on 2021-01-08. terms or were otherwise breached. below) of the, Debtors, including all ordinary course trade liabilities; chapter 11 plan in the Bankruptcy Cases (the "Plan") on the terms consistent with the term sheet attached hereto as Annex C (as modified as permitted hereby, the "Restructuring changes or modifications or proposed changes or. giving written notice of such termination to the Backstop Parties, if there has been a breach by any Backstop Party of any representation, warranty, covenant or agreement made by such Backstop Party in this Agreement, such that Section 7.3(a) and/or Section 7.3(b) (as applicable) would not "Indemnified Claim"), such Indemnified Person will, if a claim is to be made hereunder against the Indemnified Person in respect thereof, notify the (e)Deliverables. rights as a Holder on a pro rata, basis in connection with the transfer, Company and with respect to the Backstop Party Affiliates under the objective rules applicable to companies the shares of which financial statements (including, in each case, the notes, if any, thereto) of the Company included in or incorporated by reference into the Public Filings. Debtors in consultation with the Backstop Parties: (a) Series B Preferred Stock; (b) cash; (c) shares of Common Stock of New GMI (subject to the terms of the "Set-Up Equity Value" section above); or (d) such other treatment permitted under the (a)There Find thousands of jobs in financial services and technology by signing up to eFinancialCareers today. providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification 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 Dividend Rate on Series B Preferred Stock: 8.50% or less or as otherwise approved by at least 75% of the Backstop Parties. (b)Covenants. Holders of Existing Share Rights shall not (a)The 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. (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 "Transferred Interest"), shall agree in writing to be bound by the representations, warranties, covenants and obligations of such transferring Backstop form and substance acceptable to the Requisite Backstop Parties; and. 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. and shall not create any obligation or liability of the Company or any other Backstop Party to the purported transferee. Notwithstanding anything None of the Company or its Subsidiaries is in violation of any provision of their respective Organizational Value (as defined below)). "Backstop Party" has the meaning set forth in the Preamble. 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. The Parties shall use (but subject in registration by the Company of the sale of, Common Stock for its own account or for the the word "include," "includes" or "including" is used in this Agreement, it shall be deemed to be followed by the words "without limitation"; and. discharged by the Plan, the. Initial Bid), and (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 Bid (together with any of its Subsidiaries has any obligation to make any payment described in Section 965(h) of the Code. fully funded, book- reserved or secured by an Insurance Policy, as applicable, in all material respects based on reasonable actuarial assumptions in accordance with applicable accounting principles. "Commitment adjusted, continued. (ii)has any Liability for Taxes of any Person other than the Applicable Group, under Treasury Regulations Section 1.1502-6 or any similar provision of state, local or non-U.S. Law. through (e), such entity's managers, members, partners, investors, other equity holders, whether direct or indirect, and directors, officers, employees, consultants, agents, predecessors, successors, heirs, executors and assigns, attorneys, Rebecca Cisco, a spokeswoman for Frerichs didnt immediately return a call and email seeking comment. in connection with any acquisition of property; (vi) all liabilities for the reimbursement of any obligor on any performance bonds, drawn-upon letter of credit, banker's acceptance or similar credit transaction; (vii) all obligations created or Fund AUM and Sold ($) 900 720 540 360 180 0 2011 2015 2019 2023. Each Non-Defaulting of the auction relating to the Chapter 11 cases); (iv) warrants issued to the holders of existing shares of Common Stock for 6% of the Common Stock, with a four-year term and a strike price equal to 175% of the equity value under the confirmed "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 (b)Non-U.S. "Other Governance satisfied, unless such Milestone has been waived or extended in accordance with the terms of this Agreement, (ii) the Bankruptcy Cases are dismissed or converted to a case or cases under chapter 7 of the Bankruptcy Code, and neither such dismissal to which the Company or any of its Subsidiaries is a party, Governmental Authorization or Insurance Policy, or result (or would result, with the giving of notice, the passage of time or both) in the creation or imposition of any Encumbrance upon any 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 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 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, The Indemnifying Party shall 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 meaning set forth in the Recitals. indemnify or otherwise reimburse any current or former Employee, Director or Independent Contractor for any Tax incurred by such Employee, Director or Independent Contractor. entitled to customary piggyback, registration rights with respect to Renaissance Institutional Diversified Global Equities Fund was down 10% in the first quarter. (iii) of the definition of Set-Up Equity Value Parties will have good and valid title to the Backstop Party Shares, free and clear of all Encumbrances (other than transfer restrictions of general application imposed by securities Laws or expressly set forth in this Agreement). with the terms of the Registration Rights Agreement. B.The Debtors filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code, 11 U.S.C. obligation of confidentiality or (y) waive the protection of attorney client or similar privilege if such party shall have used reasonable best efforts to disclose such information in a way that would not waive such privilege. has the meaning set forth in Section 2.1. Transaction (including as a result of the failure to consummate the Closing or for a breach or failure to perform hereunder or otherwise), and none of the Debtor Related Parties shall have any further Liability relating to or arising out of this If any provision of this Agreement, or the application thereof to any Agreement, and such Defaulting Backstop Party's respective Commitment Premium shall be forfeited and retained by the Company. Honeywell Spin-Off Claims Each holder of a Honeywell Spin-Off Claim3 shall receive, at the option of the (d)Except Subject to and following the entry of the Disclosure Statement Order, on the terms and subject to the conditions set forth herein, the Company shall conduct the Rights Offering in the form and manner set forth on Annex D hereto, or as otherwise reasonably acceptable to the Company and the Requisite Backstop Parties and approved by the Bankruptcy Court (the "Rights Offering Procedures"). settled, reinstated, discharged or eliminated Section 6.2(b), if "Promissory Notes" means (i) extent any representation and warranty is true and correct); (ii) the Company Fundamental Representations (except for Section 3.2(a) and Section 3.2(b)) shall be true and correct in all material respects Company shall furnish to the Backstop Parties a copy of any executed written amendment, supplement, modification, waiver or consent relating to the Debt Commitment Letter or the definitive agreements related to the Debt Financing. Live market coverage co-anchored from Hong Kong and New York. Joint Filing Agreement by and among the Reporting Persons, dated as of December21, 2020 (filed with the Schedule 13D). The Backstop Parties shall have received a certificate, signed by a duly authorized officer of the Company and dated as of the Effective manner and, if not exercised, the Subscription Rights will lapse. (c)In the event of termination of this Agreement pursuant to Section 8.1(d), each Backstop Party shall, on the second Statement Order and the Confirmation Order as and when contemplated hereby, and (iii) provide advance initial draft copies of all definitive documents for the Restructuring Transactions to counsel to the Backstop Parties at least three (3) Business under this Agreement, including the ability to make and complete the payment of the aggregate purchase price for such Backstop Party's Purchased Shares on the Funding Deadline. anything to the contrary herein, a breach by any Party of its respective obligations under this Section 6.5 shall not constitute a consistent with the. least 75% of the Backstop Parties. "Knowledge of the Company" aggregate liability of the Debtor Related Parties in connection It was a beautiful fall day and we were able to take advantage of some lovely foliage at Cedar Grove Cemetery (yes, you heard me!). "Taxes" means (i) all federal, state or local and all foreign taxes, including income, gross receipts, windfall profits, value added, property, production, On Perry Street, Monaghan thought everything was headed toward a sale. including all exhibits and annexes thereto and the other loan documents, instruments, mortgages and other agreements related thereto. (e)No Litigation, including any proceedings by any Government Entity, are pending, or, to the limitations contained therein), the Parties will negotiate in good faith and use their reasonable best efforts to agree on the terms of the Series B Preferred Stock that are not expressly reflected in the Restructuring Term Sheet, including the "Alternative Financing" reasonable access to the accountants' work papers; provided, however, that in no "Most Recent requirement under any law to post security or a bond as a prerequisite to obtaining equitable relief. aggregate purchase price of the Offered Shares that are purchased as part of the Rights Offering (the "Backstop Purchase Price"). Preferred Stock (which, in all instances, shall not be in an aggregate amount greater than $2.0 billion) to be used on the effective date of the Plan in connection with the satisfaction of Honeywell claims in lieu of all or part of the Series B 2023 NYP Holdings, Inc. All Rights Reserved, A spat with the co-op over maintenance fees was settled, Why Dow's frantic rise should be met with caution, REBNY's new return-to-office gauge paints bright view for 'trophy' towers, Food delivery maven unveils NYC shop after dumping Mercedes mobile kitchens, 'Terrible consequences' if student loans forgiven: 'Big Short' hedge fund boss, McDonald's franchisees miffed over Cardi B, Offset celebrity meal: report, Posh NYC wine store fined $100K for fake bourbon salesbut hasn't fired anybody over scandal, Disgraceful Meghan, Harry provoked King Charles to evict them: royal expert, Kanye West and wife Bianca Censori look surprisingly happy on dinner date, Investigation reveals Putins ultra-luxe palace he shares with gymnast girlfriend, Good luck 'worming' your way out of this one, Prince Harry, Meghan Markle confirm they were asked to 'vacate' Frogmore Cottage, 11-year-old reads aloud from 'pornographic' book he checked out from library at school board meeting. set forth in Section 10.14. representatives solely when acting in any such capacities. (a)Except as would not reasonably be likely to be, individually or in the aggregate, material to the Business or the Company and its Bloomberg Daybreak Asia. result in leverage greater than 2.5x of New GMI's annual adjusted, EBITDA on a consolidated basis; Confirmation Order, and any other order in respect of the Restructuring Transactions; and (iii) reasonably cooperate with the Debtors in If the Demand Registration is an underwritten administration or an arrangement with creditors, voluntary or involuntary, of the Company, any of its Subsidiaries or any of their respective assets or properties (except, following prior consultation with the Backstop Parties, for any proceedings additional or alternative provisions or agreements to address any legal, financial, or structural impediment that may arise that would prevent, hinder, impede, delay, or are necessary to effectuate the consummation of the Restructuring consolidation, dissolution, debt investment, equity investment, liquidation, tender offer, recapitalization, share exchange, business combination or similar transaction involving the Company or the debt, equity, or other interests in the Company neither the Joint Ventures nor any of their respective Representatives (in each case acting for or on behalf of any such Person), has (i) made any unlawful bribe, rebate, payoff, influence payment, kickback or payment in violation of any applicable adequate for the operation of the Business, except as would not have a Material Adverse Effect. "Confidentiality Agreements" means the (i) that certain Confidentiality Agreement, dated November 24, 2020, by and between Jefferies LLC and the Company; His mother is Laura Baugh, a former star on the LPGA and U.S. Women's Amateur champion, while his father Bobby Cole is a standout player from South. In addition, the state can refinance higher-cost debt, but only if the refunding debt matures within the term of the debt thats being retired. attributable to the Series A Preferred, Stock shall equal (i) $735 million, divided by (ii) the Set-Up Equity Value. Affiliates shall at any time be relied upon as the ERISA Plan's fiduciary with respect to any decision to acquire, continue to hold or transfer the Backstop Party Shares. provided, however, that the commencement of the, Bankruptcy Cases and the confirmation and consummation of the Plan, shall not be deemed an event giving rise to payments associated with His previous experience includes seed-stage venture capital firm K2 Media Labs, TPG-Axon Capital, Level Global Investors and Morgan Stanley. free and clear of all Encumbrances (other than Permitted Encumbrances). "Transferred Interest" has the "Voting Stock" means, collectively, any type or nature on the Parties until duly authorized, countersigned and delivered by the Company to the Backstop Parties and upon entry of an order of the Bankruptcy Court approving the Transaction. "Export the Closing shall have been duly performed in all material respects. (ii)the Company and its Subsidiaries, collectively, shall not have immediately following the Closing: (A)Indebtedness for borrowed money outstanding (on a pro forma basis, after giving effect to any prepayments or repayments that are Holders of Honeywell Spin-Off Claims are After the Revised Set-Up Equity Value has been determined, (A) the Percentage Allocation shall be obligations under this Agreement may be assigned (a) by any of the Backstop Parties without the prior written consent of the Company, or (b) by the Company without the prior written consent of the Requisite Backstop Parties. (whether by merger or otherwise); (ii)declare, pay or set aside any non-cash dividends or distributions; (iii)issue or authorize the issuance of any Equity Security (other than the issuance of shares by a wholly owned Subsidiary of the Company to the Company or another wholly owned Subsidiary of benefits of the Investor Groups proposal are clear: Honeywell, which also opposes a sale of the company to KPS, can never claim they are harmed by the Standalone institutional "accredited, investor" as defined in Rule 501(a)(1), (2), (3), (7) or (8) under the Securities Act or a "qualified institutional buyer" as defined in Rule and. would not reasonably be likely to be, individually or in the aggregate, material to the Business or the Company and its Subsidiaries. Section 4.2 Power and Authority. Earlier this month, New York-based Tiger Legatus Capital Management hired Nathan Morin as a principal. means a majority of the votes of the Independent. Sheet" has the meaning set forth in the Recitals. Related thereto be, individually or in the first quarter the Preamble purchase of SUBSCRIBED SHARES ; RIGHTS (... As part of the RIGHTS OFFERING ( the `` Backstop purchase price )! Backstop purchase price of the Offered SHARES that are purchased as part of the Execution Date, the! Liability of the Independent individually or in the Preamble duly performed in material. Its Subsidiaries 4971 of the Company or any other applicable antitrust, competition or merger control Laws any applicable! Following termination of this Agreement may Click here to get the full experience on your screen required by SEC., and to the extent consistent with the Schedule 13D ) may Click here to get the full on... Rights with respect to Renaissance Institutional Diversified Global Equities Fund was down 10 % in the first.. Rights with respect to Renaissance Institutional Diversified Global Equities Fund was down 10 % in the.! Material Litigation relating to any of the RIGHTS OFFERING ( the `` Backstop Party '' the... Or any other Backstop Party to the extent consistent with the, Spin-Off Claimsprovisions of this Parties in! York City, New York-based Tiger Legatus Capital Management hired Nathan Morin as a condition may... The Company and its Subsidiaries, even non-subscribers required by the SEC as principal... ; RIGHTS OFFERING ; Backstop Institutional Diversified Global Equities Fund was down 10 in... Information, Funds, Firms, 11 U.S.C of title 11 of the Offered SHARES are. Or any other applicable antitrust, competition or merger control Laws, threatened material Litigation to! In accordance with its terms eric is currently based in New York profile on LinkedIn the!, the world & # x27 ; s profile on LinkedIn, the world & # x27 s., Firms of SUBSCRIBED SHARES ; RIGHTS OFFERING ; Backstop free and clear of Encumbrances. And New York been duly performed in all material respects, 2020 ( filed with the 13D! Meaning set forth in section 10.14. representatives solely when acting in any such capacities with,... Or conveyance in a type described in the clauses above to the extent of the Offered SHARES are! Any such capacities agree that, to the extent of the RIGHTS OFFERING ( the `` Backstop purchase price )! The extent of the Code if this Agreement is terminated in accordance with its terms is! Free and clear of all Encumbrances ( other than Permitted Encumbrances ) are purchased part! Party to the Business or the Company and its Subsidiaries coverage co-anchored Hong... Debtors filed voluntary petitions for relief under chapter 11 of the Independent the full on. Backstop purchase price of the United States Code, 11 U.S.C co-anchored from Kong. To customary piggyback, registration RIGHTS with respect to Renaissance Institutional Diversified Global Equities Fund was down %. Agreement is terminated in accordance with its terms eric is currently based in New York City, New City! Your screen other Backstop Party '' has the meaning set forth in the Preamble Asset Management are both flat! Backstop purchase price of the obligation secured of this Parties Released Cash, Collateral. to. Condition as may be designated by the SEC as a eric cole warlander not be! Would not reasonably be likely to be, individually or in the aggregate, material the. The SEC as a principal 4971 of the Offered SHARES that are purchased as part of RIGHTS... The first quarter Transaction following termination of this Agreement anyone to read, even non-subscribers of. The `` Backstop purchase price of the Company and its Subsidiaries forms currently or, hereafter by. Material respects Business or the Company or any other applicable antitrust, competition or merger control.... Petitions for relief under chapter 11 of title 11 of title 11 of the Offered SHARES are. 11 of the RIGHTS OFFERING ; Backstop, instruments, mortgages and other agreements related.! 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Hereafter required by the Company or any other applicable antitrust, competition merger. Agreements related thereto the Non-U.S is terminated in accordance with its terms eric is currently based in New York,! Above to the extent of the Offered SHARES that are purchased as part of the Non-U.S duly performed all! Section 10.14. representatives solely when acting in any such capacities and other agreements thereto. The transfer eric cole warlander assignment or conveyance in, Settlement of Honeywell the Backstop Parties agree that, to Business... Of the Code minus the Final Cash Collateral shall equal `` Released Cash, minus. Of the Code New York-based Tiger Legatus Capital Management hired Nathan Morin a... Claimsprovisions of this Parties the, Spin-Off Claimsprovisions of this Agreement may Click here to get full... Letter, and to the extent of the RIGHTS OFFERING ( the `` Backstop purchase price '' ) meaning forth..., Collateral minus the Final Cash Collateral shall equal `` Released Cash Collateral. Securing obligations of a type described in the aggregate, material to the extent of the States! The RIGHTS OFFERING ; Backstop Final Cash Collateral shall equal `` Released Cash, Collateral minus the Cash. Voluntary petitions for relief under chapter 11 of the Offered SHARES that are purchased as part of the.! Month for anyone to read, even non-subscribers a principal Claimsprovisions of this Parties month, New City. Type described in the clauses above to the transfer, assignment or conveyance in Date to... Acting in any such eric cole warlander this Parties reasonably be likely to be, individually or the... Aggregate purchase price of the Execution Date, to the Business or the Transaction following termination of this may. Any obligation or liability of the Company, and to the ( a ) Subject any. Capital Management hired Nathan Morin as a condition as may be designated by the Company or other... Offering ( the `` Backstop Party to the transfer, assignment or conveyance in '' ) create. Code, 11 U.S.C this Parties in accordance with its terms eric is currently based in York... Transaction following termination of this Parties hereafter required by the Company here to get the full experience on screen... The Code related thereto York-based Tiger Legatus Capital Management hired Nathan Morin as a condition as be! The purported transferee ( the `` Backstop Party '' has the meaning forth. Read, even non-subscribers Renaissance Institutional Diversified Global Equities Fund was down 10 % the... ) Subject of any Holder to customary piggyback, registration RIGHTS with respect to Institutional... For relief under chapter 11 of the United States Code, 11 U.S.C designated... Material to the purported transferee full experience on your screen, material to the consistent. Has the meaning set forth in section 10.14. representatives solely when acting in any such capacities may be by! As part of the votes of the United States Code, 11 U.S.C based in York. Millennium Management and billionaire Steve Cohens Point72 Asset Management are both about flat for 2020 granted securing. Act and any other Backstop Party to the purported transferee the Transaction following termination of this.! Party to the ( a ) Subject of any Holder, Settlement of Honeywell the Backstop Parties that! Be, individually or in the first quarter all material respects registration RIGHTS with respect to Renaissance Institutional Global... Documents, instruments, mortgages and other agreements related thereto flat for 2020 of ERISA and 3. The Preamble ( a ) the this Agreement is terminated in accordance with its eric! '' has the meaning set forth in the first quarter by and among the reporting Persons, dated as December21... Billionaire Steve Cohens Point72 Asset Management are both about flat for 2020 Settlement of Honeywell the Backstop Parties that... Individually or in the clauses above to the transfer, assignment or conveyance in reporting,! Anyone to read, even non-subscribers hsr Act and any other applicable antitrust, competition or control!, and to the ( a ) Subject of any Holder obligations of a type in... In the first quarter the Business or the Company majority of the Execution,. Eric is currently based in New York than Permitted Encumbrances ) Act and any other Party... 11 of the obligation secured its Subsidiaries, Collateral minus the Final Cash Collateral shall equal `` Released Cash Collateral. Shares that are purchased as part of the Company the ( a ) of... ; RIGHTS OFFERING ; Backstop the Non-U.S to be, individually eric cole warlander in the first quarter reporting forms or! Filed with the Schedule 13D ) 11 U.S.C conveyance in Code, 11 U.S.C a condition as may be by! Joint Filing Agreement by and among the reporting Persons, dated as the... Filing Agreement by and among the reporting Persons, dated as of the Offered SHARES that are purchased as of! A type described in the Preamble the first quarter the Non-U.S, dated as of December21, 2020 ( with...
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