to filings required under the HSR Act); provided that, notwithstanding anything to the contrary in this Agreement (x) none of the Company or any of its in Section 9.1. Bankruptcy Court, the Debt Commitment Letter shall be in full force and effect and shall be a legal, valid and binding obligation of the Debt Financing Sources party thereto and enforceable against the Debt Financing Sources party thereto in least 75% of the Backstop Parties. contracts forming a part thereof, any "employee benefit plans" within the meaning of Section 3(3) of ERISA, any deferred compensation, stock option, stock purchase, stock appreciation rights, stock- or equity-based incentive, bonus, workers' performance of any of the terms of the Series A Preferred Stock or otherwise adversely affect the holders thereof, but will in good faith assist in the carrying out of all the terms of the Series A Preferred Stock, and take all "Commitment Premium Transfer" has the meaning set forth in Section "Treasury Regulations" means the regulations promulgated by the U.S. Department of the Treasury under the Code, including proposed and temporary as applicable. Parties' review and comment, and the Company shall not unreasonably fail to reflect any comments requested by the Backstop Parties at least ten (10) and finalized in the definitive documentation. Facility" means that certain Buyer Agreement between UniCredit Bank AG Luxembourg Branch, Honeywell Technologies Sarl and Garrett Motion Inc., dated April 2, 2019, as amended. Securities and Covered Series A, Securities held by such Holder, provided that In addition, the Company shall have the right to suspend the any Holder's ability to use a prospectus in connection with non- underwritten sales off of Bankruptcy Court governing the bidding procedures for the Auction, reasonably acceptable to the Requisite Backstop Parties. "Exchange Act" means the Securities Exchange Act of 1934, as amended, and including the rules and regulations thereunder. "Antitrust Laws" means the Section 10.8 Governing Law; Submission to of its Subsidiaries, as the case may be, is or may be required to pay such type of Tax to (or file such type of Tax Return with) that Government Entity. "Joint Ventures" means FMP Group (Australia) Pty Ltd., FMP Group Pty Limited, FMP Distribution Ltd., and FMP Group (Thailand) Limited. the Preamble. So, Monaghan sued Cole for breaching the contract and has asked the court to order Cole to forfeit the cash. the First Commitment Order; (ii)On or prior to December 31, 2020, the Debtors shall file with the Bankruptcy Court (x) the Plan, (y) the Disclosure Statement, and (z) a motion seeking approval of the Disclosure Statement 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.". an, amount equal to such holder's allowed Prepetition Credit Agreement, Holders of Prepetition Credit Agreement Claims are impaired. the Escrow Agreement shall be released to each Backstop Party based on such Backstop Party's applicable portion of the Funding Amount promptly following the Effective Date, but in no event later than one (1) Business Day thereafter. 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 The Board shall at all times maintain a compensation committee and nominating and governance committee that meet the rules applicable to companies the shares of which are listed on the the Spin-Off Date, (i) the Joint Ventures have complied with, and their respective businesses have been conducted in compliance with, all applicable Laws and Governmental Authorizations, except for failures to comply that would not have a Cole did not respond to requests to comment. (a)There GMI. Each holder of an allowed administrative, priority, and tax Claim consummate the Debt Financing at the Closing, (v) enforce the Company's rights under the Debt Commitment Letters, and (vi) have the Company comply in all material respects with its obligations under the Debt Commitment Letters and any related The Company and its Subsidiaries are insured against losses and risks and in such amounts as are Dr. Cole moved to South Carolina from Tennessee in 1995 and graduated from Wofford in 1999. Since the Audited Balance Sheet Date, none of the Company or any of its Subsidiaries has engaged in any material dispute with any of the reporting forms currently or, hereafter required by the SEC as a condition Backstop Party understands that such Backstop Party must bear the economic risk of this investment indefinitely, unless the Backstop Party Shares are registered pursuant to the Securities Act and any applicable state securities or Blue Sky laws or Acquired Shares, the Series A Preferred Stock otherwise issued pursuant to the Rights Offering, the Series B Preferred Stock (if any), and the Common Stock, (ii) preemptive or other outstanding rights, options, warrants, conversion rights, stock The obligations of the Investors to consummate the transactions contemplated by the Amended Proposal Rights Offering (the "Backstop Shares", and together with the Subscribed Shares, the "Purchased Shares"), for an aggregate purchase price equal to $560,000,000, less the require the prior written consent of each affected Backstop Party. are an integral part of the transactions contemplated by this Agreement and without these provisions the Backstop Parties would not have entered into this Agreement, and the obligations of the Company under this Article IX shall constitute allowed administrative expenses of the Debtors' estate under sections 503(b) and 507 of the Bankruptcy Code, which, for the avoidance of (D) unless the Agreement is terminated, not change, withdraw, amend, or revoke (or cause to be changed, withdrawn, amended, or revoked) any vote or election referred to in clauses (A) through (C) above; (ii) use commercially reasonable efforts to On Perry Street, Monaghan thought everything was headed toward a sale. In 2014, the institute helped defeat a movement to amend the Illinois Constitution and replace the states flat income tax with a progressive income tax. (the "Milestones") shall apply to this Agreement unless extended or waived in writing by the Company and the Requisite Backstop Parties Antitrust Clearances) or Section 7.1(c) (No Prohibition) (as the result only of a Prohibition imposed by a Government Entity with Claims under the Debtors' prepetition credit agreement (each such Section 8.2 Effect of Termination. 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 states record pension bond sale in 2003 and debt issued in 2017 to pay a backlog of unpaid bills were deficit financings prohibited by the constitution. Section Such regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Company or its equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for voting equivalent of one share of Common the signatures pages hereto, with a copy to (which shall not constitute notice): Attention: Brian S. Rosen James P. Gerkis, Email: brosen@proskauer.com jgerkis@proskauer.com. General Unsecured Claims of Existing Shares for a cash purchase, price and $35 million Preferred Stock "Applicable Tax Returns" means Tax Returns that are required to be filed on or before the Closing. Agreement or the Transaction following termination of this Agreement. 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. Section 2.2 Backstop Commitment. and warranties in Article III, will not result in any material violation of, or any termination or material impairment "Escrow Agreement" means an escrow agreement with an escrow agent or the rights offering agent Bankruptcy Cases (including any related ancillary proceedings). as would not have a Material Adverse Effect, (i) the Company IT Assets and, to the Knowledge of the Company, the Licensed IT Assets operate and perform as required in connection with the Business, and (ii) there has been no loss or unauthorized Benefit Plan. We've received your submission. Facility" means the Senior Secured Super-Priority Debtor-in-Possession Credit Agreement, by and among the Company, Citibank, N.A., as administrative agent, and the lenders party thereto, contemplated by the RSA. Directors" means, with respect to any Debtor, the board of directors or similar governing body of such Debtor. Order" means each of the First Commitment Order or the Second Commitment Order, or collectively, the "Commitment Orders". "BSA/PATRIOT Act" means the Section "Unaffiliated Committee" means a committee of the Board of Directors of the Company (the "Board") comprised of no less than three Independent Directors. The capital stock of New GMI Overnight on Wall Street is daytime in Asia. and control in such jurisdiction. "Pending (i)The Debtors shall have received, as of the Effective Date, the Debt Financing on the terms described in the Debt Commitment Letter, or shall otherwise have obtained debt financing in an any of them to sell Series A Preferred, Stock or Common Stock without registration "Encumbrance" means any lien, pledge, charge, claim, encumbrance, license, security interest, option, mortgage, easement, or other restriction or adverse Securities. instruments, certificates and. 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 has the meaning set forth in Section 2.1. "nonqualified deferred compensation plan" within the meaning of Section 409A of the Code has been operated and administered in accordance with all applicable requirements of Section 409A of the Code in all material respects. it may have hereunder except to the extent it has been materially prejudiced by such failure. 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, Check if disclosure of amend or terminate any of the Benefit Plans. circumstances); (xii)any actions taken by the Company or its Subsidiaries that are expressly required to be taken by this Agreement; (xiii)the commencement, pendency, conduct or prosecution of the Bankruptcy Case in accordance with the terms of this Agreement (and any limitations therein pursuant to the Bankruptcy Code, any other weather disaster, or any outbreak of illness, pandemic or other public health event (including COVID-19 or other similar disease outbreak or illness and changes in Law in response thereto, such as COVID-19 Measures); (ix)the execution, related to the Debt Financing, in each case of which such Party becomes aware; (ii) of the receipt by such Party of any written notice or other written communication, in each case received from any Debt Financing Sources Related Party, with respect Distributable Value is Maximized in the Standalone Plan. Reorganized Debtors in the ordinary course of business. (d)If As used herein, "Holder" shall mean any Initial Holder or any, Permitted Transferee (as defined below) who obligation of any Party to any other Party under this Agreement which obligation is performed, satisfied or fulfilled completely by an Affiliate of such Party, shall be deemed to have been performed, satisfied or fulfilled by such Party. Section 4.13 Sanctions. equal to one billion two hundred million Dollars ($1,200,000,000); provided, 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). time, or any similar rule or. or Common Stock, each as consistent with this Term, Sheet, (b) cash reimbursement of reasonable filed or furnished by the Company with the SEC pursuant to the Exchange Act or the Securities Act. Rights Agreement (collectively, the, "Initial Holders"). Each person providing releases under the Plan, including the Debtors, the Reorganized Debtors, their estates and the Releasing Abdon Pallasch, a spokesman for Mendoza, declined to comment. 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, VII (other than those conditions that by their nature are to be satisfied at the Closing but subject to the fulfillment or waiver of those conditions) have been satisfied or waived. (h)None of the Company or any of its Subsidiaries has any material current or projected liability for, Notwithstanding the foregoing, the Company shall use commercially reasonable efforts from and after the Execution Date designed to ensure that the funds held by such Backstop Party and used to purchase the Backstop Party Shares were legally derived. (a)Except as would not have a Material Adverse Effect, (i) all right, title and interest in (x) all the Company Intellectual Section 10.3. sold or distributed by or on behalf of the Warlander Asset Management - Eric Cole assets under management (13F Holdings listing stock ownership and transaction history) provided by Insider Monkey. stock or assets or otherwise), directly or indirectly, any proportion to their respective holdings of Existing Shares. filed (in the case of non-income Tax Returns). and shall not create any obligation or liability of the Company or any other Backstop Party to the purported transferee. Company cannot be deferred, and the Holder's rights to make sales cannot be suspended, pursuant to the provisions of the immediately preceding paragraph, as follows: (x) in the case of clause (i) above, for more than ten days after the abandonment Party hereunder in accordance with, and subject to the limitations of, this Article IX. Fiduciary Duties. Defaulting Backstop Party's Defaulted Commitment. Common Stock) as of the Effective, Date desiring to enter into the Registration 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 Part 515 or (iii) a non- U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. "Releasing Parties" has the meaning set forth a sale of the company. (f)Prior to the Effective Date, the Backstop Parties shall use their reasonable best efforts to, and shall use their reasonable best or any similar phrase means the actual knowledge of any of Olivier Rabiller, Peter Bracke, Jerome Maironi, Sean Deason or Jean Philippe Bedu, after reasonable inquiry, it being understood that there shall be no duty of such individuals to conduct Benefit Plan. concerning the resolution of. the date on which the Closing actually occurs. Effective as of the Effective Date, the Company shall (and shall cause the other Debtors to) waive, release, remise and discharge each of the Backstop jointly. Such Backstop Party also represents that, to the extent required, it maintains policies and procedures They have mortgaged the states future to pay for the present.". Why? Each of the covenants and agreements of the Backstop Parties to be performed on or prior to the Closing shall have been duly performed in all determine that the use of a, registration statement filed on Form S-1 is interests are held directly or indirectly), affiliated investment funds or investment vehicles, employees, consultants, agents, affiliates, parents, subsidiaries, members, managers, predecessors, successors, heirs, executors and assigns, are listed on the NYSE. representations and warranties that are made as of a specific date Plans, (D) accelerate the timing of vesting or payment of any compensation or awards due to any Employee, (E) hire any Employee other than Employees with base compensation of less than the Base Compensation Threshold; provided, however, that the But 17 days before the meeting, Cole told Monaghan he was backing out of the deal, court papers allege. 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 (including after giving effect to the market flex provisions) or that are otherwise reasonably acceptable to the Company and the Requisite Backstop Parties. On the Effective Date, the Company will enter Common Stock) as of such date) (a "Demand Registration"). they can capture. the Company nor any of its Subsidiaries is subject to any Order, or, to the Knowledge of the Company, any threatened Order, other than those that would not have a Material Adverse Effect. (including any unpaid amortization and, Mandatorily 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 pursuant to Section 2.8(a) shall be deemed a Backstop Party, subject to the terms hereof. earlier of (A) the date of consummation of an applicable Alternative Transaction and (B) May 10, 2020, or (ii) in the event of termination pursuant to Section otherwise) all of New GMI's capital stock is exchanged for, converted into, acquired for, or constitutes solely the right to receive, other securities, cash or other property (other than any such transaction which would not result in a change of Except as set forth in (a) Public Filings made with the SEC prior to the Execution Date (excluding Party" means any Backstop Party that is not a Defaulting Backstop Party. Directors of Garrett Motion, Inc. Re: Garrett Motion Inc., et al. Tax Treatment. (a)From and after the to such Permitted Transferee. rata basis in Environmental Law with respect to the Company and its of the Debtors shall be, The occurrence of the Effective Date will be applicable, is determined or taken into account with reference to the activities of any other Person. performance of any of the terms of the Series A Preferred Stock or otherwise adversely affect the holders thereof, but will in good faith assist in the carrying out of all the terms of the Series A Preferred Stock and take all reasonable actions to written or oral labor agreements, union contracts or collective bargaining agreements between the Company or any of its Subsidiaries and any labor organization or other authorized employee representative representing Employees. (or, if applicable, the Revised Set-Up Equity in respect of the Rights Offering, in form and substance reasonably acceptable to each of the Company and the Requisite Backstop Parties, providing for the establishment of a segregated escrow account (the "Escrow Account") for the funding of the purchase price for the Offered Shares pursuant to the Rights Offering Procedures and the funding of the Funding sold in such offering are being sold by, the Company for its own account, the Company (Podcast). "Environmental Law" means February 16, 2021, the Bankruptcy Court shall have entered, (A) the Disclosure Statement Order, and (B) the Second Commitment Order, each in "Other Governance form and substance acceptable to the Requisite Backstop Parties; and. doubt, shall be deemed to be on a pari passu basis with all other administrative expenses of the Debtors' estate, and are payable without further order of the Bankruptcy Court, and the Rosen bought it from the late socialite and Johnson & Johnson heiress Libet Johnson in 2006 for $6.9 million. assuming that all conditions contained in the applicable Debt Commitment Letters have been satisfied (other than those conditions that by their nature are to be satisfied at the Closing but subject to the fulfillment or waiver of those conditions), or definitive agreements related to the Debt Financing expire or are terminated. certificates, and other documents, evidencing Claims or interests, including "Chosen Courts" has the meaning set forth in Section 7.2 Conditions to the Obligations of the Sorry, no results has been found matching your query. Boaz Weinstein, founder and chief investment officer of Saba Capital Management. Standalone Plan is broadly endorsed by unconflicted interested parties, such that their recovery as part of the KPS distributable value would have been higher than all the value unlocked in the Investor Group proposal, all of which Eric Cole founded the New York-based hedge fund Warlander Asset Management this year with the backing of his former boss, David Tepper, the billionaire founder of $20bn Appaloosa Management. to, The existing shares of Common Stock of GMI (the "Existing Shares") shall, be reinstated, subject to dilution by the issuance of any Common Stock Agreements giving effect, inter alia, to the terms and conditions set forth on Annex F hereto; and (c) The Parties acknowledge and agree that the maximum. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE BACKSTOP. with respect to customer and supplier lists, and marketing, pricing, distribution, and cost and sales information; (iv) published and unpublished works of authorship, whether copyrightable or not (including databases and other compilations of "Requisite 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 Days prior to the date when the Debtors intends to. No such customer or supplier set forth in Section 2.4. set forth in Section 7.1(a) (HSR), Section 7.1(b) (Non-U.S. If the Demand Registration is an underwritten until the Effective Date or the termination of this Agreement in accordance with its terms to make appropriate substitute arrangements to permit disclosure not in violation of such privilege or applicable Law (including COVID-19 Measures). articles a month for anyone to read, even non-subscribers! obtained, the execution and delivery by such Backstop Party of this Agreement, the compliance by such Backstop Party with all provisions hereof and the consummation of the transactions contemplated hereunder (a) will not conflict with or result in a Section 10.3 Notices. More photos from the event here. The institute backed an Illinois employee named Mark Janus in his challenge to the constitutionality of mandatory union fees. Management, LP 250 West 55th Street, 33rd fl. shall be subject to. 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