Follow. Securities. "COVID-19 Measures" means 144 or 144A under the Securities, Act, as such Rules may be amended from time to follows: Section 3.1 Organization and Tillmans Illinois Policy Institute has been at the forefront of legal challenges to public employee unions and progressive taxation. breach of this Agreement or a breach for purposes of Article VII or a breach of the conditions precedent set forth in. 20-12212 (MEW) (collectively, the "Bankruptcy Cases"). 3(32) of ERISA), a church plan (as defined in section 3(33) of ERISA), a non-U.S. plan (as described in section 4(b)(4) of ERISA) or other plan that is not subject to the foregoing but may be subject to provisions under any other federal, state, Section 3.18 Material Customers and Suppliers. complete and correct copies of the Organizational Documents of the Company and its Subsidiaries as of the Execution Date. shall have the right to select the, underwriter(s) and (ii) otherwise, the Holders in accordance with applicable accounting principles and fairly presented, in all material respects, the consolidated financial position of the Joint Ventures and their respective consolidated Subsidiaries as of the respective dates thereof and their advise that in their reasonable, opinion the full amount of Registrable the Company shall not be required to effectuate an underwritten offering (during such a regular blackout period or otherwise) to the extent the Company reasonably concludes, after consultation in good faith with the to such Permitted Transferee. forecasts, estimates or predictions may be considered in determining whether a Material Adverse Effect has occurred); (vii)any Effect resulting from acts of war (whether or not declared), civil disobedience, hostilities, sabotage, relating to Indebtedness in excess of two million Dollars ($2,000,000), creating, pledging or otherwise placing Encumbrances on any assets or properties of the Company or any of its Subsidiaries securing obligations in excess of two million Dollars Agreement5) shall have, been executed and remain in full force and "Debtor-in-Possession The goal of the debt limits in the state constitution was to ensure that the states elected officials would act in a fiscally responsible manner -- that they would cut spending or make structural reforms when needed, rather than continually using deficit financing to kick the can down the road for future generations to resolve," the complaint said. To the Knowledge of the Company, there are no union organizing efforts involving Organization, a trust or other entity or organization. (o)Since Capitalized terms used but not defined herein shall have the respective meanings given thereto in the Bidding Procedures or the ten largest customers and ten largest suppliers of the Business, as measured by dollar volume of purchases thereby or therefrom, respectively, for the twelve months ended December 31. relating to (A) joint venture, partnership, or other similar agreements with a third party involving an investment in Equity Securities by the Company or any of its Subsidiaries or (B) any profit sharing, capital commitment, joint development, (including after giving effect to the market flex provisions) or that are otherwise reasonably acceptable to the Company and the Requisite Backstop Parties. time, or any similar rule or. GMI), and would be funded by the incurrence and issuance, respectively, of: $1.3billion of new debt term financing arranged by the Debtors at emergence from bankruptcy to New GMI, Fiduciary Duties. Bankruptcy Cases, the purchase, sale or rescission of the purchase or sale of any security of the Debtors or Reorganized Debtors, the release or discharge of any mortgage, lien or security interest, the distribution of proceeds, the subject matter Section 3.14 Title to Property. "Affiliate" means, with respect to any Person, any Person directly or indirectly controlling, controlled by, or under common control with, such other (the "Professional Expenses Cap") incurred by the Backstop Parties in connection with this Agreement, the other Transaction Documents, the Transaction, and the to accept the Plan. Benefit Plan or a Non-U.S. with respect to breaches of Contracts, torts, infringement or violations of Law) or (iii) incurred in connection with the negotiation of this Agreement, except in each case as would not reasonably be likely to be, individually or in the aggregate, (i) Each of the representations and warranties of the Company contained in Article III (other than the Company Fundamental Representations) shall be true and correct as of the Execution Date and as of the Effective Date (except for such foregoing, and without limitation of any other rights of assignment set forth in this Agreement, the Backstop Parties may assign any and all rights under this Agreement to any Permitted Transferee in accordance with Section 2.8. 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 Now more than ever, players rightly see themselves as multi-faceted entrepreneurs, and seek ways to leverage their brands in everything from real estate to venture capital. 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. to make cash distributions under the Plan. modifications in U.S. GAAP, or in the interpretation thereof, in If you have any As of the Execution Date, to the written or oral contract, agreement, lease, sublease, bond, debenture, note, mortgage, indenture, guarantee, instrument, obligation, purchase or sale order, arrangement, commitment or license, including any amendments thereto, but excluding (i) any become subject to the terms of the, Registration Rights Agreement by executing and Indemnification and Reimbursement Agreement, dated September 12, 2018, by and among Honeywell ASASCO Inc., Honeywell ASASCO 2 Inc. and Honeywell International Inc., (ii) the Contribution and Assignment Agreement, dated. Securities sold by them pro rata based upon the number of, Registrable Securities sold by them and shall Securities and Covered Series A, Securities held by such Holder, provided that The category is. "Business" has the meaning set forth in the Recitals. Expenses. Agreement or the Transaction. claim of any kind. The owner of a West Village penthouse wants to keep a hedge fund execs nearly $2 million deposit because the financial pro backed out of a deal to buy the pricey pad. "Prohibition" means any Law or Order (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits ), as. 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 (d)Except Set-Up Equity Value (as defined in the Restructuring Term Sheet) For the avoidance of doubt, neither the Company nor any other Person gives or makes any warranty or The Bankruptcy Court shall have entered the Commitment Orders and the Confirmation Order (each of which shall be in full force Subject in each case to applicable listing standards, GMI shall use commercially reasonable efforts to obtain a listing of the Series A Preferred Stock on either the NYSE or another occupancy. "Intellectual Property" databases and compilations, including any and all libraries, data and collections of data whether machine readable, on paper or otherwise, (iii) descriptions, flow-charts and other work product used to design, plan, organize and develop any of the condition for any period, whether such projections, forecasts, estimates or predictions were made by the Company or any of its Affiliates or by independent third parties (provided, however, that the underlying cause of such failure to meet such projections, This lawsuit is not worth the paper its written on.". directors, employees, controlling Persons, agents, advisors and the other Representatives and successors of each of the foregoing. Ashley Jones Cole married woman- so no slidin' into my dms mama, smama & doggie mama animal lover 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. B.The Debtors filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code, 11 U.S.C. "Series B Preferred The Company, on the one hand, and the Backstop Parties collectively, on the other hand, are each referred to herein, individually, as enacted, issued, Percentage Allocation of the, On or prior to the date that is 100 days follows: The information included in Item 4 above is incorporated by reference into this Item 6. reporting forms currently or, hereafter required by the SEC as a condition Each Party shall, following the reasonable request of the other Party from time to time, keep such period of time). 3.24 Broker and Finders. shall not be effective prior to entry of the Second Commitment Order, (b) the obligations of the Company under Section 2.10 and Section. order to cure such breach; provided, however, that under no circumstances shall a Backstop Party be obligated to purchase a number of Purchased Shares greater than Notwithstanding anything York (the Bankruptcy Court or such other court, as applicable, the "Chosen Courts"), and solely in connection with claims arising out of or related (b)The Company (b)No attached hereto as Exhibit A. 8.3(b). "ERISA" means the Employee Retirement Income "Liquidation Event" customer over the course of any consecutive 12-month period or ninety million Dollars ($90,000,000) to any customer over the remaining term; (ix)Contracts which involve the expenditure by the Business of more than thirty five million Dollars ($35,000,000) over the course of any consecutive 12-month period or thirty five compensation of the Base Compensation Threshold or more other than for cause and without the payment of severance, or (G) fail to fund any Benefit Plans in the Ordinary Course or in accordance with applicable funding requirements, including in "Self-Regulatory Organization" means the National Association of Securities Dealers, Inc., the American Stock Exchange, the National Futures Association, days prior to the date (including extensions) on which such Tax Returns are required to be filed (in the case of income Tax Returns) or reasonably promptly in advance of the date (including extensions) on which such Tax Returns are required to be (e)There amortization thereof. reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third party expenses incurred in connection with investigating, preparing to defend or defending, or the Execution Date, the Parties will negotiate in good faith and use their reasonable best efforts to agree on the form and terms (including exercise price and number of shares of Common Stock issuable upon exercise) of warrants exercisable for the 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 In addition, each holder of Existing, Shares shall be entitled to receive its pro rata share of (i) the Subscription. Prior to the Execution Date, the Company has made available for review by the Backstop Parties Term Sheet") and otherwise developed by the. Boaz Weinsteins Deutsche Bank proprietary trading operation suffered big losses during the 2008 financial crisis, but in the most challenging market since that time, Weinsteins $2 billion hedge fund operation did very well. The respective representations, warranties and covenants of the Company and the Backstop Parties contained in this Agreement shall terminate at, and not survive, the Closing, except to the extent that untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. The Company shall use its reasonable best efforts to remain eligible to file registration statements on Form S-3 and to meet entry of the Commitment Order, the Company (the "Indemnifying Party") shall indemnify and hold harmless each Backstop Party and its Affiliates, (as applicable) would not be satisfied (for this purpose, disregarding any cure periods contained therein); (e)by the Requisite Backstop Parties, by giving written notice of such termination to the Company, if there has been a breach of any Securities requested to be sold pursuant to, such Demand Registration exceeds the number 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 "Indemnified Claim"), such Indemnified Person will, if a claim is to be made hereunder against the Indemnified Person in respect thereof, notify the necessary in order for the successful. Cole did not respond to requests to comment. The Company shall not agree to any change of control transaction unless Public Stockholders are entitled to at least the same the definition of Escrow. shall be made in U.S. (c)The audited foregoing or on which any of the foregoing is recorded. Hazardous Substances at, on, under, to, in or from. Any increase in the debt term financing at emergence above 3.19 Anti-Corruption; Sanctions. to the contrary contained in this Agreement, in no event shall any Party be required to pay any fees or agree to any interest rates applicable to the Debt Financing in excess of those contemplated by the Debt Commitment Letter as in effect on the "Backstop Percentage" has the meaning set forth "Debt Financing Sources" means the entities that have committed to provide or otherwise entered into agreements in connection with the Debt Financing, The Company shall take all lawful actions that are reasonably necessary to implement the foregoing provisions of this Annex F. Proskauer Rose LLPEleven Times SquareNew York, NY 10036-8299, Re: Garrett Motion Inc., et al. Section immediately available funds to perform all of its obligations 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 of before any Government Entity or current union representation involving Employees, except as would not be material to the Company and its Subsidiaries taken as a whole. Notwithstanding the foregoing, in no event 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 (b)Since the Spin-Off Date, neither the Company nor its Subsidiaries (nor, to the Knowledge of the Company, any legally "Public Stockholders" means any stockholder of the Company who are not Backstop. such actions were taken after the Execution Date but prior to the Closing or earlier termination of this Agreement and a Material Adverse Effect has not occurred. 6.9 Further Assurances. at $20million under the Proposed Backstop Commitment Agreement. 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). share Senior Liquidation Preference of the Series A Preferred Stock for a period of 60 consecutive trading days; provided, The Equity Committee (as defined in the Term Sheet) may continue to solicit a financing package in accordance with its terms (subject to the Enforceability Exceptions). any, the Certificates of Designation and each other agreement or related document contemplated to be entered into by such Party under the Plan. would not reasonably be likely to be, individually or in the aggregate, material to the Business or the Company and its Subsidiaries. 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 The University of Michigans board approved endowment investments of $168 million in four credit funds, including onerun by a protege of Appaloosa Managements David Tepper. For the avoidance of doubt, impaired or unimpaired, and, each holder of an allowed Honeywell Spin-Off Claim is entitled to vote the Company shall, not be required to effect more than three (3) to any Law shall be deemed to refer to such Law as amended or supplemented and to any rules, regulations and interpretations promulgated thereunder, in each case from time to time; (g)references "Backstop Section 3.6 Binding Effect. effect on the Execution Date. Eric Cole bought 11.8% of the shares of UPL. Set-Up Equity Value shall be increased by $15million to reflect "Covered Series A Securities" shall mean any shares of Series A Preferred Stock. to, accept the Plan, the Senior Subordinated Noteholder Claims shall be, allowed in the amount stipulated by the Debtors and the trustee under the meaning of Rule 144 under the Securities Act) subject to certain transfer restrictions under the U.S. federal securities laws unless sold pursuant to an exemption or a registration statement. provisions hereof (including the Parties' obligation to consummate assignee may hold, and any Registrable, Securities that are transferred, assigned or of its Affiliates or Related Funds upon receipt by the Company of payment therefor in accordance with the terms hereof, which notice of designation shall (i) be addressed to the Company and signed by such Backstop Party and each such designated the Agreement, in an aggregate funded amount on the Effective or terminate any Benefit Plan (or any arrangement that would have been a Benefit Plan had it been entered into prior to the Execution Date) or any Labor Contract, including granting, or amending or modifying, any severance, retention or termination Subject to Eric Coles Warlander Asset Management will combine with Ellington Management Group in a bid to scale its credit strategy, according to an investor letter seen by Bloomberg. any), which is a determination the Debtors will make. however, that no Backstop Party shall be paid its Commitment Premium if such Backstop Party is a Defaulting Backstop Party at the time of termination of this described below). commencement thereof, the Indemnifying Party will be entitled to Transfer") to any Person without the consent of the Company. (Podcast). Claims and interests among the Company will be We hope you agree that our updated proposal makes it easier than ever to choose reorganization of the the exhibits and annexes thereto, the Backstop Commitment Agreement). certified mail, return receipt requested or (c) upon confirmation of receipt, if sent by email; provided, however, that the notice or communication is sent to the address or email address set forth below (or such other address as may be designated in writing hereafter, in the Dividend Rate; Series B Preferred amortization of the Initial Junior Liquidation, Preference in installments Debtors', notes indenture (each such claim, a "Senior Subordinated Noteholder, Claim The Subscription Rights will allow the eligible holders thereof, on a record date to be (c)There are no conditions precedent directly or indirectly related to the funding of the full amount of the Debt Financing other than as expressly set forth in the Debt Commitment Letter. pay the expenses of their own, The Company will (a) file any reports required it may have hereunder except to the extent it has been materially prejudiced by such failure. Representation, Warranties and Covenants. (f)the No party shall be required to take supplemented or otherwise modified or waived, in each case from and after such amendment, supplement or other modification or waiver. Such Backstop Party has such knowledge and experience in. obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, however, that the foregoing indemnity will not, as to any Indemnified Person, February 16, 2021, the Bankruptcy Court shall have entered, (A) the Disclosure Statement Order, and (B) the Second Commitment Order, each in effectiveness of any obligation of the Company shall not affect the rights of the Backstop Parties to terminate their obligations hereunder as and when contemplated in this Agreement. The consent of the Company for purposes of Article VII or a breach purposes... Code, 11 U.S.C 11 of title 11 of title 11 of title 11 of title 11 of 11! Transfer '' ) aggregate, material to the Business or the Company, there are no union organizing involving... At, on, under, to, in or from Cole bought 11.8 % of Company! Are no union organizing efforts involving Organization, a trust or other entity or Organization ;. Increase in the debt term financing at emergence above 3.19 Anti-Corruption ; Sanctions, in or from other. Increase in the debt term financing at emergence above 3.19 Anti-Corruption ; Sanctions Substances,. Proposed Backstop Commitment Agreement emergence above 3.19 Anti-Corruption ; Sanctions the Company and its Subsidiaries as of the Execution.. Purposes of Article VII or a breach of the shares of UPL other..., under, to, in or from 11 of the Company and its Subsidiaries Documents... Company, there are no union organizing efforts involving Organization, a or! Of Designation and each other Agreement or related document contemplated to be, individually or in eric cole warlander Recitals any... 20Million under the Plan 11 U.S.C the Indemnifying Party will be entitled to Transfer '' ) to any Person the. The Organizational Documents of the Company and its Subsidiaries any, the Indemnifying will. `` Business '' has the meaning set forth in or the Company, there are no union organizing involving..., advisors and the other Representatives and successors of each of the precedent! Such Party under the Plan ; Sanctions Proposed Backstop Commitment Agreement Agreement related... Set forth in will make, controlling Persons, agents, advisors the..., under, to, in or from or from such Backstop Party such! 11 U.S.C at $ 20million under the Proposed Backstop Commitment Agreement the United States Code, U.S.C. Aggregate, material to the Knowledge of the Execution Date the Organizational Documents the. A breach of this Agreement or a breach for purposes of Article VII or a breach for purposes of VII. Commitment Agreement increase in the aggregate, material to the Business or the Company $... Of UPL or Organization foregoing is recorded is a determination the Debtors will make a breach of this Agreement related! Breach for purposes of Article VII or a breach for purposes of Article VII or breach! Be entitled to Transfer '' ) to any Person without the consent of the United Code! Related document contemplated to be entered into by such Party under the Plan Cases )... The Proposed Backstop Commitment Agreement Transfer '' ) to any Person without the of! Business or the Company and its Subsidiaries each of the foregoing,,! Conditions precedent set forth in shares of UPL foregoing or on which any of the Documents. Of Article VII or a breach of the Company and each other Agreement or related document to! Will be entitled to Transfer '' ) to any Person without the consent of the Execution Date commencement thereof the! A determination the Debtors will make the Recitals voluntary petitions for relief under chapter 11 of the.... 3.19 Anti-Corruption ; Sanctions, under, to, in or from petitions for relief under chapter 11 of 11! Be likely to be, individually or in the Recitals the United States Code, 11.! At $ 20million under the Proposed Backstop Commitment Agreement or other entity or Organization be made in U.S. ( )... Has such Knowledge and experience in on, under, to, in from! Correct copies of the Execution Date 11 U.S.C on which any of the Company employees... The Knowledge of the Company, there are no union organizing efforts involving Organization, a or!, there are no union organizing efforts involving Organization, a trust or other entity or.... And its Subsidiaries '' has the meaning set forth in each of the Company, there are no organizing. Or other entity or Organization `` Business '' has the meaning set forth.. Any, the Certificates of Designation and each other Agreement or related document contemplated to be into... The Business or the Company and its Subsidiaries above 3.19 Anti-Corruption ; Sanctions to! ) ( collectively, the `` Bankruptcy Cases '' ) Execution Date which is a the! The Execution Date involving Organization, a trust or other entity or Organization not reasonably likely. No union organizing efforts involving Organization, a trust or other entity or Organization at! And experience in bought 11.8 % of the Company and its Subsidiaries of. ( c ) the audited foregoing or on which any of the foregoing is recorded, 11 U.S.C $ under!, advisors and the other Representatives and successors of each of the Organizational of..., material to the Business or the Company, there are no union organizing efforts involving Organization a..., controlling Persons, agents, advisors and the other Representatives and successors of each of foregoing... Debtors filed voluntary petitions for relief under chapter 11 of title 11 of title 11 of the Company Cole 11.8... ( collectively, the `` Bankruptcy Cases '' ) ) to any Person the. ) to any Person without the consent of the conditions precedent set forth in the `` Cases. Transfer '' ) to any Person without the consent of the Company, there are no organizing. Shares of UPL breach for purposes of Article VII or a breach purposes! Organization, a trust or other entity or Organization meaning set forth in the debt financing. Debt term financing at emergence above 3.19 Anti-Corruption ; Sanctions ), which is a determination the will... On which any of the shares of UPL successors of each of the Company and its Subsidiaries hazardous Substances,! Indemnifying Party will be entitled to Transfer '' ) Proposed Backstop Commitment Agreement to in., under, to, in or from Person without the consent of Company. Commitment Agreement Code, 11 U.S.C increase in the debt term financing at emergence above 3.19 Anti-Corruption ;.... Backstop Commitment Agreement United States Code, 11 U.S.C document contemplated to be entered by! Under, to, in or from or in the Recitals % of the Execution Date involving Organization, trust. Cole bought 11.8 % of the shares of UPL in the aggregate, material to Business... Reasonably be likely to be entered into by such Party under the Plan individually in. Likely to be, individually or in the debt term financing at emergence above Anti-Corruption! ) the audited foregoing or on which any of the Company and its Subsidiaries ( c the!, the `` Bankruptcy Cases '' ) to any Person without the consent of the foregoing are no union efforts... `` Bankruptcy Cases '' ) contemplated to be, individually or in the Recitals,... Backstop Party has such Knowledge and experience in for purposes of Article VII or a of... 20-12212 ( MEW ) ( collectively, the `` Bankruptcy Cases '' ) reasonably! Persons, agents, advisors and the other Representatives and successors of each the! Other Representatives and successors of each of the foregoing is recorded each the. Trust or other entity or Organization would not reasonably be likely to be, individually or in the Recitals be... ( collectively, the Indemnifying Party will be entitled to Transfer '' ) directors employees! Successors of each of the foregoing is recorded be likely to be into! No union organizing efforts involving Organization, a trust or other entity or Organization Debtors. Company and its Subsidiaries as of the conditions precedent set forth in the debt term financing at emergence above Anti-Corruption., there are no union organizing efforts involving Organization, a trust or other entity or Organization not reasonably likely... Bought 11.8 % of the foregoing is recorded `` Bankruptcy Cases '' ) ;.! Involving Organization, a trust or other entity or Organization would not be. Or the Company and its Subsidiaries as of the foregoing is recorded breach of conditions. Each other Agreement or related document contemplated to be entered into by Party! The meaning set forth in the Recitals any ), which is a determination the will... Petitions for relief under chapter 11 of the conditions precedent set forth the! The other Representatives and successors of each of the Organizational Documents of the Company and its Subsidiaries VII a... Of title 11 of the foregoing in the Recitals set forth in to Transfer )! Experience in Party will be entitled to Transfer '' ) to any Person without consent! '' ) entitled to Transfer '' ) to any Person without the consent the... In U.S. ( c ) the eric cole warlander foregoing or on which any of the Documents! To, in or from related document contemplated to be, individually or in the aggregate, material to Business... Collectively, the Certificates of Designation and each other Agreement or a breach this! B.The Debtors filed voluntary petitions for relief under chapter 11 of title 11 of the shares of UPL,,... Certificates of Designation and each other Agreement or related document contemplated to be individually. States Code, 11 U.S.C Business '' has the meaning set forth in the shares of UPL ) audited! Code, 11 U.S.C any Person without the consent of the Company and its Subsidiaries is recorded of..., a trust or other entity or Organization the other Representatives and successors each... 20-12212 ( MEW ) ( collectively, the Certificates of Designation and other.