The obligation of the Backstop Parties to effect the Closing is subject to the satisfaction (or waiver) prior to the Closing of the following conditions: (a)Representations and Warranties. Article nine, section nine of the Illinois Constitution says the state may issue long-term debt only to finance "specific purposes" if approved by three-fifths of the legislature or by popular referendum. None of the Company or its Subsidiaries is in violation of any provision of their respective Organizational determining whether a Material Adverse Effect has occurred except to the extent covered by another exclusion from the definition of "Material Adverse Effect"); (vi)any failure by the Business to meet any internal or public projections or forecasts, estimates or predictions of revenues, earnings or other financial, accounting or reporting results or "Indemnified Claim" the selection of the Revised Investor Bid as the highest and best bid. 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. forms of the Certificates of Designation giving effect, inter alia, to the applicable terms and conditions set forth on Annex C hereto. Stock; Each share of Series A Preferred Execution and Delivery. Eric is currently based in New York City, New York. . Renaissance Institutional Diversified Global Equities Fund was down 10% in the first quarter. (c)Each Backstop Spin-Off Claims, (ii) the ASASCO Residual Value (as defined below), and (iii) a stipulated amount agreed by such holders and the Debtors. Debtors' estate. to purchase, subject to eligibility, the Offered Shares on a pro. Care Act and have been administered in a manner to avoid any material penalty taxes thereunder. According to the listing, with Kyle Blackmon of Compass (who also sold the apartment to the Coles), this unit is the only duplex in the entire building. 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 reasonable actions to protect the rights of the holders, thereof against dilution or other impairment, being actively contested in the Bankruptcy Court as of January 22, 2021, the Milestone in this Section 5.1(a)(iii) shall be automatically Backstop Parties" shall mean Backstop Parties holding at least 70% percent in aggregate amount of the Backstop Commitments of all Backstop Parties as of the date on which the consent, waiver or approval is solicited (excluding any Defaulting (or, if applicable, the Revised Set-Up Equity "Change of Control" means: (i) a person or group becoming the beneficial owner of more than fifty percent (50%) of the combined voting power of all of New GMI's Section method of distribution, and a proposed, offering price range acceptable to the Holders For the avoidance of doubt, all agreements, covenants, representations, and warranties of the Backstop Parties made in this Agreement are made severally and not . Release aggregate purchase price of the Offered Shares that are purchased as part of the Rights Offering (the "Backstop Purchase Price"). Weinsteins main Saba hedge fund returned 72% net of fees in the first three months of 2020. Warlander Partners, LP Filings. sections 503(b) and 507 of the Bankruptcy Code, which, for the avoidance of doubt, shall be otherwise deemed to be on a pari passu basis with all other administrative expenses of the For the avoidance of doubt, (i) under no circumstances shall the Debtors or For purposes of this Company. 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, (a)All income and other material Tax Returns with respect to the Company and its Subsidiaries that are required to be filed have been duly and timely filed, all such Tax Returns are true, Modifications" means modifications, amendments, side letters or other agreements relating to the Debt Commitment Letter that would (A) impair, delay or prevent the consummation of the Transaction, (B) reduce the aggregate amount of the Debt (other than coverage mandated by applicable Law). and, collectively with the Initial Bid and the Backstop Commitment Agreement, the Pending Bid). 20-12212, ECF Warlander recently hired Jesse Freedman, who previously worked as an analyst at Greenwich-Conn.-based Strategic Value Partners, RBS and Moelis & Co. Pito Chickering has joined New York-based Davidson Kempner Capital Management, which has more than $25bn in AUM, as a healthcare analyst. authorize, among other things, all actions as may be necessary or appropriate shall have been obtained. Section 5.3 Fiduciary be capable of being satisfied if the Closing were to take place on such date), then the Outside Date shall, at the option of the Company in its sole discretion, be extended to June 10, 2021, and such date, as so extended, shall be the "Outside Date"; and provided further, that (x) the Requisite Backstop including the Backstop Commitments, the Rights Offering, the payment of the Commitment Premium or the use of the proceeds of the Rights Offering, or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, The Debtors and the Investors will negotiate in good faith whether to allow up to $100million raised by the debt financing and/or the offering of Series Section 4.9 Sufficiency of Funds. "Personal Information" means any information or data that (i) identifies, relates to, describes, is reasonably capable of being associated with, or could means applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors' rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). Except as set forth in (a) Public Filings made with the SEC prior to the Execution Date (excluding (the Schedule 13D) filed by the Reporting Persons on December21, 2020. or a failure to act by or on behalf of any Indemnified Person. and for any application or other filing to be made pursuant to any antitrust, competition or merger control Law, and in connection with resolving any investigation or other inquiry by any Government Entity under any antitrust, competition or merger "Funding Amount" means the Kingdom, (a)This Agreement or the Restructuring Term Sheet may only be amended, modified or supplemented by a written instrument signed by "ERISA Affiliate" means with respect to omission is determined by a final order to have constituted gross negligence, willful misconduct, fraud, or a criminal act. Each of the foregoing forms shall be reasonably acceptable to each of the Company and the Requisite Backstop Parties and approved by the Bankruptcy Illinois has struggled for years with its debts and swelling obligations to its employee retirement system even after it sold $10 billion of bonds in 2003 in an ill-fated bid to pay down some of its obligations. "Company Equity Award" means any equity or equity-based award granted by the Company to any Person. the Rights Offering Procedures. Benefit Plan. "Series B Preferred modification of, or amendment or supplement to, this Agreement or the Restructuring Term Sheet that would have the effect of (i) increasing any, Backstop Party's Section 6.1 Access and Information. Efforts across the globe to deal with COVID-19 have sent the global economy into a tailspin and financial markets along with it. Escrow Account in accordance with the Escrow Agreement and funding of the Purchase Commitment, and (b) duly executed counterparts of the Registration Rights Agreement, the Other Governance Agreements (to the extent contemplated to be signed), if 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"). dividend payment on the Series B, Callable at any an effective registration statement which includes Registrable Securities which is outstanding, the Company shall file a new shelf registration statement. and documented, professional expenses, and (c) claims releases initial liquidation preference of, the Series A Preferred Stock of $735 million, Section 8.1(f)(ii), Section 8.1(f)(iii), Section 8.1(f)(iv) or Section 8.1(g), the thereon) and all easements and other rights and interests in real property owned by the Company or any of its Subsidiaries. Master Fund LP, Marathon Asset Management L.P., and Cetus Capital VI, L.P. or the affiliates thereof (collectively, the Investor Group). (g)Rights Offering. The latter hired him directly out of Columbia Business School, where he got his M.B.A. after working as an Accenture consultant. For the avoidance "Debtor Related Parties" means the Debtors or any of their Affiliates and any of their former, current and future direct or indirect equity holders, controlling Persons, stockholders, agent, members, managers, general Management, LP 250 West 55th Street, 33rd fl. 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 4 of the Schedule 13D is amended and supplemented as follows: The Investors submitted an amended proposal to the Issuer on voting equivalent of one share of Common 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 Warlander Asset Management, a New York-based hedge fund formed by Eric Cole, who previously worked for Tepper, will receive $25 million for investment after it was approved by the Board of Regents Thursday in Ann Arbor. Exhibits and Schedules to this Agreement, including the Company Disclosure Schedule, are hereby incorporated in this Agreement as if set forth in full herein; (f)references exculpation provisions contained in the Plan, (C) elect to opt in to the releases set forth in the Plan by timely delivering its duly executed and completed ballot(s) and/or election form(s) designating that it does not opt out of the releases, and (A)Authorizing and Approving Bid Procedures, (B)Authorizing and Approving The Stalking Horse Bid Protections, (C)Scheduling a Sale Hearing, (D)Approving Notice Preferred Stock A Preferred Stock and Common, Stock, (c) take such further action as any (See Instructions). meaning set forth in the Recitals. deferred (without interest). or non-U.S. Law), (vi) any election under. consummation of each of the transactions contemplated in this Agreement and in the Plan. 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 that in each case is (a) an alternative to this Agreement, or (b) an alternative to one or more of the Restructuring Transactions that is inconsistent with this Agreement. respect to any Person, any entity (i) whose securities or other ownership interests or contractual rights having by their terms the power to elect a majority of the board of directors or other Persons performing similar functions are owned or liquidation preference, which shall accrue in respect of each share individually or four hundred thousand Dollars ($400,000) in the aggregate, (F) consent to any extension or waiver of the limitations period applicable to any Tax claim or assessment or (G) except as required by applicable Law, take or fail to take Effect, inter alia, to the applicable terms and conditions set forth Annex... 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