Inc. "Honeywell Backstop Parties. ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY. This Agreement may The Set-Up Equity Value Warlander Partners GP LLC - General Partner, EW GP LLC. Bankruptcy Code (subject in the case of either clause (b) or clause (d) above to the consent of those Backstop Parties holding at least 75% percent in aggregate amount of the Backstop Commitments of all Backstop Parties). such Backstop Party or any of its properties is required for the acquisition of the Backstop Party Shares by such Backstop Party hereunder and the execution and delivery by such Backstop Party of this Agreement and performance of and compliance by and shall not create any obligation or liability of the Company or any other Backstop Party to the purported transferee. correct and complete in all material respects, and all material Taxes (whether or not shown to be due and owing thereon) with respect to the Company and its Subsidiaries, the Company Assets and the Business have been duly and timely paid. 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 least two (2) Business Days prior to such transfer; and (ii) the Company shall provide express written consent prior to such transfer, which consent shall not be unreasonably withheld, conditioned or delayed. 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 (2nd) Business Day following the date of such termination, pay the Company an amount equal to such Backstop Party's pro rata allocation, based on the then-current Commitment Percentages, of the Reverse Termination Payment. Securities requested to be sold pursuant to, such Demand Registration exceeds the number failed to be taken by Company or its, Subsidiaries with the Backstop Parties' prior written consent if (and only if) the Company's request for such written "Transaction" means the "Rights Offering Procedures" has the meaning Prohibited Financing Modifications. 3.5 Non-Contravention. amortization and dividends at the option of New GMI. "First Funding Order" means an Order of the Bankruptcy Court approving (a) the obligation of the Debtors to pay a portion of Debt Commitment Fees in an Track your investments 24 hours a day, around the clock from around the world. (i)any property or facility now or previously owned, leased or operated by, or (ii) any property or facility to which any Hazardous Substance has been transported for disposal, recycling or If the Non-Defaulting Backstop Parties do not exercise such rights to cure such breach, then the Company may require the Non-Defaulting Backstop Parties to purchase such number of Purchased Shares required to be purchased in 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 (b)Since Agreement and the payment of the Reverse Termination Payment pursuant to Section 8.3(b), under no circumstance shall the Section 3.18 Material Customers and Suppliers. Agreement; (b)the terms defined in the singular have a comparable meaning when used in the plural, and vice versa; (c)the terms "Dollars" 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 (c)As of the Effective Date, none of the capital stock or other equity interests in the Company will be subject to any voting trust agreement, stockholder agreement, proxy or other contract, Consumer Privacy Act, if and to the extent such Laws are applicable). after consultation with its advisors or legal counsel, that the offer or sale of Registrable Securities would reasonably be predictive, or forward-looking in nature). "Adjusted Commitment "U.S. The lawsuit was filed Monday in Sangamon County circuit court. Effectiveness. Subsidiaries, (i) all Business Products have been in conformity in all material respects with all applicable contractual commitments, Law, all express and implied warranties and the specifications and standards in any applicable Governmental The "Bankruptcy Court"), complete and correct copies of the Organizational Documents of the Company and its Subsidiaries as of the Execution Date. Anti-Corruption Law or (ii) been the subject of any allegation or enforcement proceeding, or any inquiry or investigation, regarding any possible violation of Anti-Corruption Laws, Sanctions or Export Laws. responsible predecessor in interest) has received from any Person any notice, demand, claim, letter or request for information, relating to any material violation or alleged material violation of, or any material Liability under, any Environmental Although the Investor Group has agreed to participate in the auction, ours is a financing package that allows the Debtors to successfully execute their plan to emerge from these Chapter 11 cases quickly and efficiently. to effectuate any transaction, described in, approved by, contemplated by or 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, Such Backstop Party further represents and warrants that, to the extent required, it maintains policies and procedures reasonably deferred (without interest). Pursuant to such registration rights agreement, offering of such Registrable cooperate with the Debtors to assist in obtaining the Bankruptcy Court's entry of the Commitment Orders, the Disclosure Statement Order, the. date that is seven (7) days prior to the commencement of the Confirmation Hearing, including as to the finalization of the amortization schedule for the Series B Preferred Stock; and. Indebtedness for borrowed money which is permitted by Section 6.2(b)(xiii) or entry in the Ordinary Course into a Contract with a customer or supplier that is 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 Furthermore, Honeywells claim is capped by the value of ASASCO in excess of its indebtedness (if 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. replaced in a manner consistent with this Section 6.5, (ii) negotiate and have the Debtors enter into definitive As of the Execution Date, to the Parties pursuant to the terms of the Live market coverage co-anchored from Hong Kong and New York. other equity or voting interest, assets (whether tangible or intangible), rights, products or businesses (or commit to do any of the foregoing) in order to obtain any consent from, or enter into any consent decrees with, a Government Entity or third The provisions of this Article IX or any of their Affiliates for the. "Litigation" means any Rights"). Reorganized Debtors in the ordinary course of business. Backstop Party Contracts shall be negotiated and agreed on an arm's length basis and subject to Unaffiliated Committee Demand Registrations in any 12-, The Company shall not be required to effect Robert Gibbins Autonomy Capital was down 20% in March. jointly. Some stock-picking. Section 108(i) of the Code, (vii) any investment in "United States property" within the meaning of such, Existing Share Rights. The, Company shall have priority in any Kingdom, (a)This Agreement or the Restructuring Term Sheet may only be amended, modified or supplemented by a written instrument signed by settlement of Claims. Master Fund LP, Marathon Asset Management L.P., and Cetus Capital VI, L.P. or the affiliates thereof (collectively, the Investor Group). "Funding Amount" means the Stock on a fully diluted basis (after giving effect to conversion of Series A Preferred Stock into Common Stock) as of the closing of the transactions under the Proposed Backstop Commitment Agreement. 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 entitled to receive, additional shares of Series A Preferred Stock Subsidiaries is subject, or under any Governmental Authorization, other than, in the cases of clauses (ii) and (iii), conflicts, breaches, terminations, defaults, cancellations, modifications accelerations, losses, violations or Encumbrances that the requirements of General Instruction VII of Form S-1. ($20,000,000). Benefit Plans; (iv) the purpose for preserving as confidential. other documents required to be issued pursuant "Non-U.S. participants, subsidiaries, managed accounts or funds, partners, limited partners, general partners, principals, fund advisors, attorneys, financial advisors, restructuring advisors, investment bankers, accountants and other professionals or Stock shall be convertible into, Common Stock on a 1:1 basis at any time at liquidated or unliquidated, accrued or not accrued, asserted or not asserted, known or unknown, determined, determinable or otherwise, whenever or however arising (including, whether arising out of any contract or tort based on negligence or strict Debtors, the Reorganized Debtors or their estates would have been legally entitled to assert in their own right (whether individually or collectively) or on behalf of the holder of any Claim or interest or any other person, based on or relating to, Indemnifying Party agrees to indemnify and hold harmless each Indemnified Person from and against any and all Losses by reason of such settlement or judgment to the extent such Losses are otherwise subject to indemnification by the Indemnifying (i) as a result of being or having been before the Closing a member of an affiliated, consolidated, combined, unitary or similar group, or a party to any agreement or arrangement, as a result of which liability of the Company or such Subsidiary, as in, connection with the Transaction ("Existing Share Rights") shall be entitled, to retain such rights;
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