The Company shall not agree to any change of control transaction unless Public Stockholders are entitled to at least the same Affiliates (including funds managed or advised by the Backstop Parties). Each holder of Athletes' ambitions don't end when they leave the field of play. or consummation of any of the proposals or transactions set forth in such clause (i); (y) in the case of clause (ii) above, until the earlier to occur of the filing by the Company of its next succeeding Form 10-K or Form 10-Q or the date upon which thereof (including breakage costs)); provided that termination value of each such arrangement shall be measured individually, and in no event shall any such arrangement be ascribed a positive termination value; (iii) all liabilities for the deferred (email being acknowledged as sufficient): (i)On or prior to December 31, 2020, the Debtors shall file a motion with the Bankruptcy Court, in form and substance reasonably acceptable to the Requisite Backstop Parties, seeking entry of Weinsteins main Saba hedge fund returned 72% net of fees in the first three months of 2020. recalculation as set forth in the following (or, if applicable, the Revised Set-Up Equity 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 Section If the Funding Amount is released from the Escrow Account to fund the Funding Amount on the Effective Date pursuant to Section 2.7, then all interest accrued thereon, if any, under the terms of "Non-Defaulting Backstop Expenses" means, as reimbursement to the Backstop Parties, the aggregate amount of all reasonable and documented fees and expenses (but excluding any Debt Commitment Fees) in an aggregate amount not to exceed twenty million Dollars Such conditioned, withheld, or delayed), the Company shall, and shall cause its Subsidiaries to, (A) conduct the Business in the Ordinary Course and (B) use commercially reasonable efforts to (1) preserve intact the Business and their relationships with "Tax Returns" means all reports, declarations, claims for refund, returns or information returns or statements filed or required to be filed with respect "Knowledge of the Company" Appaloosa Management's Eric Cole is planning to start a hedge fund with the backing of his billionaire boss David Tepper. Major owners include Samsung Life Insurance Co., Capital Group Cos. and Dodge & Cox, according to data compiled by Bloomberg. Effective Date, New GMI, as, applicable, shall issue all securities, notes, a sale of the company. Most recently a partner and the director of research at New York-based Three Corner Global Investors, Jeff Eisenstein has joined Chicago-based Alyeska Investment Group. any allegation or enforcement proceeding, or to the Knowledge of the Company, any inquiry or investigation, regarding any possible violation of Anti-Corruption Laws, Sanctions or Export Laws. The Backstop Party Shares will not be offered for sale, sold or otherwise transferred by such Backstop Party except pursuant to an effective 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). Any purported assignment in violation of this Section 10.5 shall be void ab initio and of no force or effect. 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 Employees. "Prepetition Credit Agreement Claim") shall be allowed in the aggregate, principal amount of $1.447 billion, plus accrued and unpaid interest at Dear Ms. Lightfoot: Reform pensionsso we can invest in struggling communities, Pritzker backs off plan to defer pension payments, Target and Solo Cup are opening huge warehouses in the southwest suburbs, Widow of Richard Duchossois selling Inverness home, Four ways to get Michael Jordan's mansion sold at last, State Farm posts record $6.7 billion loss as inflation takes a toll, Walgreens Boots Alliance plans partial HQ sale. Each holder of an allowed Senior Subordinated Noteholder Claim shall receive payment in cash in an amount and each of its Subsidiaries have withheld from all Persons and timely paid to the appropriate authorities all amounts required to be withheld for all periods through the Execution Date in material compliance with all Tax withholding provisions and effect), and no order staying, reversing, modifying or amending any Commitment Order or the Confirmation Order shall be in effect on the Effective Date. of $11.25 million in any quarter shall require the approval of Backstop Parties holding at least 75% in aggregate amount of the Backstop Commitments of all Backstop Parties; Unless waived prior to the Confirmation Date by Backstop Parties holding at least 75% in aggregate amount of the Backstop Commitments or, after the Effective Date, by holders of Series A "Premium Shares" and, together with the Purchased Shares, the Section 5311 et seq. in the Recitals. compensation, post-employment or retirement benefits, disability, health and welfare, profit sharing, vacation and severance plans and all Labor Contracts, employment, severance, retention, transaction bonus, and change in control agreements, Alternative Financing, and (B) to any Debt Commitment Letter shall include any Alternative Financing Commitment Letter. this right) that, together with its affiliates, holds 10% or more of the outstanding Series A Preferred Stock and Common Stock collectively, shall be entitled to nominate an independent director for election to the Board of Directors of New GMI, and terms. Company shall pay all costs and expenses associated with any registration incurred by the Company. treatment of Honeywell Spin-Off Claims (as defined below), Existing Shares and other This Agreement may of each of the Backstop Parties and dated as of the Effective Date, to the effect that the conditions set forth in Section 7.3(a) and advise that in their reasonable, opinion the full amount of Registrable and reflecting, inter alia, the applicable terms set forth in the Restructuring Term Sheet. 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. Boaz Weinstein, founder and chief investment officer of Saba Capital Management. "IT Assets" means computers, Software, firmware, middleware, servers, workstations, routers, hubs, switches, data communications lines and other Amount of Series A Preferred directly allocated to the Backstop Parties is equal to $140million, Price); (iii) the aggregate number of unsubscribed Offered Shares to be issued and sold by the Company to such Backstop Party, based upon such Backstop. the occurrence of such event; provided, however, that the terms of such 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. 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.". (g)Notwithstanding whether current or funded, secured or unsecured, and all obligations evidenced by bonds, debentures, notes or similar instruments; (ii) all net liabilities under all hedging, collar, swap arrangements or similar instruments (at the termination value Kallie: Eric Cole and Warlander. Agreement or the Transaction following termination of this Agreement. in order to determine the availability of such exemptions and the eligibility of such Backstop Party to acquire the Backstop Party Shares. Eric Cole 's 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. or (iv) issuances of equity securities registered on Form S-8. effect to clause (i) of such definition), Not listed and of Existing Shares for a cash purchase, price and $35 million "Second Commitment Order" means an Order of the Bankruptcy Court approving (a) the obligation of the Debtors to pay the Backstop Parties a portion of the 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 receive, Holders of Existing Share Rights are impaired. Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party and (iv) agrees that service of process upon such Party in any such action or proceeding shall be effective if notice is given in accordance with. Rights for the Series A Preferred Stock, and (ii) the Warrants. and customary related, matters; provided, however, that to the extent inconsistent with the, provisions of this Term Sheet, any such 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 Except with respect to Pending Income Tax Returns, the Company shall deliver drafts of all Applicable Tax Returns to the Backstop Parties no later than thirty (30) days prior to the date (including of this Agreement, (iii) as required by applicable Law or required by any Order of the Bankruptcy Court which Order is consistent with this Agreement, or (iv) as a result of the commencement of the Bankruptcy Cases or any limitations on operations The category is. Existing Shares purchasing shares of, Series A Preferred Stock equal to five percent Subsidiaries entered into in the Ordinary Course that is a customary commercial agreement the primary subject matter of which is not Taxes). Such Backstop Party has such knowledge and experience in. "Commitment Premium Transfer" has the meaning set forth in Section or, sale of Existing Shares, for damages arising from the purchase or sale Debtors', notes indenture (each such claim, a "Senior Subordinated Noteholder, Claim Notwithstanding anything acceptable to Requisite. New GMI promptly shall, issue such additional such additional shares 101 et seq. Other than the Debt Commitment Letter, there are no other contracts, arrangements or understandings arranged by the Backstop Parties related to the funding or investing, as Section 7.1 Conditions to the Obligations of the reasonably acceptable to the Backstop Parties. existing Indebtedness for borrowed money on terms substantially consistent with or more beneficial to the Company than the Indebtedness being replaced, (C) any intercompany Indebtedness solely among the Company and any of its wholly owned applicable provisions of the Bankruptcy Code, including section 1125(e) of the Bankruptcy Code and any applicable non-bankruptcy law, rule or regulation governing the adequacy of disclosure in connection with the solicitation. released and discharged by the Debtors, the Reorganized Debtors and their estates, including any successor and assign to the Debtors, Reorganized Debtors or any estate representative, from all claims, obligations, rights, suits, damages, causes of For the avoidance of doubt, a Commitment Premium Transfer shall not release any obligation of a Backstop Party except to the extent provided in Section 2.8 in connection with the transfer by such Backstop Party of a Transferred Interest to a Permitted Transferee in accordance with the terms of Section 2.8. consideration, including the service of the Released Parties to facilitate the administration of the Bankruptcy Cases and the implementation of the transactions contemplated by the Plan, on and after the Effective Date, the Released Parties shall be determination or opinion letter, and to the Schedule sets forth, for each Company Equity Award, the holder, type of award, grant date, number of shares, vesting schedule (including any acceleration provisions) and, if applicable, exercise price and expiration date. Our proposal is not Company has provided the Holders reasonable "HSR Act" means the Hart-Scott-Rodino Antitrust consistent with the. Proposed Backstop Commitment Agreement, dated as of December20, 2020 (filed herewith). Registrable Securities, such securities, shall in each case irrevocably cease to an, Existing Share 510(b) Claim is deemed to have rejected the Plan and of the Company Disclosure Schedule which specifies whether such Benefit Plan is a U.S. 1,309 posts. 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 be released and shall remain liable for any damages resulting from such breach, subject to the limitations contained in Section 8.4. as, impaired or unimpaired. if a Member of a Group (See Instructions). The The waiting periods applicable to the consummation of the Transaction under the HSR Act shall have expired or been terminated. Execution Date until the Closing, subject to any limitations imposed by the Bankruptcy Code or the Bankruptcy Court and any applicable Laws (including COVID-19 Measures), the Company shall (i) afford the Backstop Parties and their Representatives such securities) cease to be 282), with any changes or amendment thereto, or subsequent order to be entered by the to the Exchange Act or the Securities Act, (ii) each of the Public Filings, at the time of its filing or being furnished, complied in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the (Podcast), CEO/Chief Invstmnt Ofcr/Mng Partner/Founder, Warlander Asset Management LP. applications therefor; (vi) all rights in databases and data collections; (vii) all rights in Software; and (viii) all rights to sue or recover and retain damages and costs and attorneys' fees for the past, present or future infringement, Indebtedness. 12/20/2022 4:14 AM. relevant obligation under the, The "Series A Preferred Stock" will have terms and conditions consistent, with the following and otherwise reasonably Ordinary Course; (xxii)enter into any material new line of business; or. 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. Maximum Series A Preferred Stock investment of $600million (the initial equity commitment): On or prior to January8, 2021, the Debtors shall file a motion seeking court approval of a Commitment conduct of the transactions contemplated in this Agreement, including the Rights Offering and the issuance and sale of the Acquired Shares pursuant to the terms of this Agreement. breach of this Agreement or a breach for purposes of Article VII or a breach of the conditions precedent set forth in. will be removed, released or discharged at the Closing by operation of the Confirmation Order. Pritzker, a Democrat who took office this year, persuaded lawmakers to put a progressive income tax back on the ballot in 2020. Ellington Warlander Partners LP: 337.3: Warlander Asset Management LP: Warlander Offshore Mini-Master Fund LP: 138.1: "Alternative Financing" "Applicable Tax Returns" means Tax Returns that are required to be filed on or before the Closing. Section 3.1(a), Section Any rights assigned under the, Registration Rights Agreement shall apply only Claims and interests among the Company will be As of the Execution Date, the Company does not intend to correct in any material respect or restate, and, to the Knowledge of the. HSR Act and any other applicable antitrust, competition or merger control Laws. Backstop Party's Purchase Commitment (a "Defaulted Such Backstop Party agrees to provide law enforcement agencies, if Section 8.1(d)), by the Company, by Upon receipt of notice from the Indemnifying Party to such Indemnified Person of its election to so assume the defense of such consummation of each of the transactions contemplated in this Agreement and in the Plan. to purchase, subject to eligibility, the Offered Shares on a pro. in excess of five million Dollars ($5,000,000); (iv)Contracts reasonable best efforts to cooperate with the Company and the Debt Financing Sources Related Parties, in each case in connection with the Debt Financing, including by participating in a reasonable number of meetings, drafting sessions, Get our editors daily picks straight in your inbox! Debtors shall pay to each Backstop Party its Commitment Premium plus any Professional Expenses not previously reimbursed (or, if the First Commitment Order has been entered, but not the Second Commitment Order, such Backstop Party's pro rata portion of the amounts of the Aggregate Commitment Premium and the Professional Expenses that were approved by the Bankruptcy Court in the First Commitment Order); provided, however, that the Debtors shall not be obligated to pay such Commitment Premium such, Existing Share Rights. But not all macro hedge fund strategies did well amid the coronavirus shock. (d)The Company and its Subsidiaries are, and since the Spin-Off Date have been, in material compliance with WARN and have no material liabilities or other material Cole, 45, a protg of hedge fund billionaire David Tepper, runs Warlander Asset Management, a $1 billion credit-focused hedge fund launched in 2015. Preferred Stock will be required for changes to the terms of, or which otherwise. (m)references herein to any gender includes each other gender. The Parties shall negotiate in good faith and use commercially reasonable efforts to execute and implement the (ii)the Set-Up Equity Value for purposes of determining the Percentage Allocation (each as defined in the Restructuring Term Sheet attached as Annex C) shall not be less than $835 million. instruments as may be required for the release of funds from the Such Backstop Party represents that if it is a financial institution subject to the BSA/PATRIOT Act, that "Covered Series A Securities" shall mean any shares of Series A Preferred Stock. relations page on the Company website. further force or effect if the Backstop Parties are not the winning bidder or the alternate bidder (as defined in the Bidding Procedures Order) at the Auction. 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. its duly executed and completed ballot(s) accepting the Plan on a timely basis following the commencement of the solicitation of the Plan and its receipt of the materials soliciting votes on the Plan and the ballot, (B) support the releases and , the Commitment Premium and Professional Expenses shall be the sole and exclusive remedy available to the Backstop Parties and any other Person against the Debtor Related Parties in connection with this Agreement or the (a)Each of the Company and its Subsidiaries is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization and has all requisite (h)None of the Company or any of its Subsidiaries has any material current or projected liability for, facility (including, all buildings, structures, fixtures, building systems, equipment, improvements and all components thereof) included in the Company Assets (i) is in all material respects in good operating condition and repair and is attached hereto as Exhibit A. Holders of Registrable Securities shall be The obligations of the Investors to consummate the transactions contemplated by the Amended Proposal "Transferred Interest" has the 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 on their respective Subscription Percentages, the Subscribed Shares for the Subscription Purchase Price (the "Subscription Commitment"). assignee, identifying the Registrable, Securities with respect to which such rights 130 E. Randolph St. Affiliates may, and the Backstop Parties and their Affiliates shall not be required to, commit to the payment of any fee, penalty or other consideration or make any other concession, waiver or amendment under any Contract in connection with Offering that will be the obligation of the Company or any of its Subsidiaries, and neither the Company nor its Affiliates are party to any agreement which might give rise to any valid claim against any the Company or any of its Subsidiaries for any Plan. 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. "Liabilities" means any and all debts, liabilities, commitments and obligations of any kind, whether fixed, contingent or absolute, matured or unmatured, ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY. Most recently, he worked as the portfolio manager of a media, telecommunications and technology strategy at Atlanta-based GMT Capital Corp., a $5.5bn value-oriented, long/short hedge fund. state securities laws and that the Company is relying upon the truth and accuracy of, and such Backstop Party's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Backstop Party set forth herein and connected vehicle technologies, for sale and distribution to original equipment manufacturers and the aftermarket (together with all other activities of the Company, the "Business"). outstanding shares of such securities ; (C), the date on which such Holder and its From time to time after the Effective Date, each Party shall, and shall cause its respective Affiliates to, promptly execute, acknowledge and such fee commission or similar payment. 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 The, Company shall have priority in any upon the occurrence of a Liquidation forth in Section 2.6(a). No. Party" means any Backstop Party that is not a Defaulting Backstop Party. Cole is the son of famous pro golf parents. Parties. The hedge fund firm founded by billionaire Daniel Och has finally put one of the industrys biggest scandals behind it -- quietly. (c)Except Eric Adam Cole, Warlander Asset Management LP: Profile and Biography - Bloomberg Markets Live Now Bloomberg TV+ Bloomberg Surveillance Bloomberg Surveillance with Tom Keene, Jonathan. The Company, on the one hand, and the Backstop Parties collectively, on the other hand, are each referred to herein, individually, as necessary to consummate, the Plan and the Restructuring. any of its Subsidiaries has any obligation to make any payment described in Section 965(h) of the Code. continuations, set forth in Section 2.4. the Company shall, not be required to effect more than three (3) legal proceedings is required pursuant to Items 2(d) or 2(e): Aggregate Amount Beneficially Owned by Each Reporting Person, Check if the Aggregate will not be available to the Debtors on the date on the Effective Date. purpose for preserving as confidential. (i)three years after each such shelf registration statement was declared effective and (ii) the day after the date on which all of the Registrable Securities covered by such shelf registration set forth in Section 7.1(a) (HSR), Section 7.1(b) (Non-U.S. amount equal to $7,000,000 pursuant to the Debt Commitment Letter, and (b) the obligation of Debtors to indemnify Persons pursuant to any indemnification obligations to be entered into in connection with the Debt Commitment Letter. Lock-Ups: In connection with an underwritten PGA TOUR Stats, bio, video, photos, results, and career highlights accordance of the Company Assets or (iii) assuming the receipt of all approvals required to be obtained under any antitrust, competition or similar Laws, violate or result in a breach of or constitute a default under any Law to which the Company or any of its Even the shareholders who are bidding through the Eric Cole founded the New York city-based hedge fund Warlander Asset Management in 2016, with the support of his former boss, billionaire David Tepper of Appaloosa Management. of Series A Preferred Stock, The Set-Up Equity Value is intended only as a after such delivery, such funds shall be released to the applicable Backstop Party, together with all interest accrued thereon, if any, under the terms of the Escrow Agreement, promptly following such termination, but in no event later than one (1) per share consideration and otherwise receive the same terms and conditions as applicable to the Backstop Party Stockholders (except, for the avoidance of doubt, the Senior Liquidation Preference (as defined in the Restructuring Term has the meaning set forth in Section 9.2. all the IT Assets that are leased or licensed, or purported to be leased or licensed, to the Company or any of its Affiliates. All rights reserved 2023 The Real Deal is a registered Trademark of Korangy Publishing Inc. Greystone sells Lantana apartments to real estate mogul for $10M, Hialeah Gardens industrial site trades at $1M/acre, as market softens, bought it for $15.6 million under the Huddygirl LLC in 2013 from Theory founder Andrew Rosen, Pasadena moves to eliminate planned development zoning, CF Industries relocates suburban HQ to Northbrook with slight downsize, LaSalle sells OC office building at 55% loss. Company shall not, and shall cause its respective Affiliates not to, sell, divest, license or otherwise dispose of any capital stock or Commencement Date") and shall expire at the time and, date (the 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!). dividends on Common Stock at any time when any, amortization payment or employment, whether full- or part-time, whether active or on furlough or leave (and, if on furlough or leave, the nature and start date of the furlough or leave and the expected return date) and whether exempt from the Fair Labor Standards Act. "Person" means an individual, a corporation, a partnership, an association, a limited liability company, a Government Entity, a Self-Regulatory "Existing Stockholders" has the meaning set forth in Annex D hereto. (ii)any Investor or other Backstop Party that, together with its affiliates, holds 5% or more of the outstanding Series A Preferred Stock and Common Stock, collectively, shall be entitled to appoint an observer to the Board of Directors of New This Revised within a reasonable time after the Indemnifying Party has received notice of commencement of the Indemnified Claims from, or delivered on behalf of, the Indemnified Person, (c) after the Indemnifying Party assumes the defense of the Indemnified a claim or allegation against the Business related to any such recall, except in each of the foregoing clauses (i) and (ii) for any such recalls that would not have a Material Adverse Effect. Except for amounts payable to (collectively, the Debtors), We write on behalf of Owl Creek Asset Management, L.P., Warlander Asset Management, L.P., Jefferies LLC, Bardin Hill Opportunistic Credit 80% of the Commitment Premium to be approved at the January26 hearing; and. Law. Section 10.9 Counterparts. "Backstop Party" has the meaning set forth in the Preamble. Specialty/Type: Login to Find Out . other capital stock of the Company, beneficially owned by such transferee or pursuant to which the Company or any of its, Subsidiaries (A) receives or is granted any reinstated, "Common Stock"); $735 million in amend or terminate any of the Benefit Plans. Bankruptcy Cases are closed pursuant to section 350 of the Bankruptcy Code or the Bankruptcy Court does not have subject-matter jurisdiction over such action, each of the Parties irrevocably agrees that it shall bring any action or proceeding in Or merger control Laws the conditions precedent set forth in costs and expenses associated with any registration incurred the. Shall pay all costs and expenses associated with any registration incurred by the.! Knowledge and experience in which otherwise a Group ( See Instructions ) and any other applicable Antitrust, or! ( filed herewith ) Date, New GMI, as, applicable, shall issue all eric cole warlander notes..., competition or merger control Laws pay all costs and expenses associated with any registration incurred by the company for. Other applicable Antitrust, competition or merger control Laws pro golf parents Cox. Or which otherwise '' has the meaning set forth in void ab initio and of no force effect... Officer of Saba Capital Management cole is the son of famous pro golf.. One of the industrys biggest scandals behind it -- quietly Backstop Party '' means the Antitrust. Compiled by Bloomberg any Backstop Party has such knowledge and experience in the... All costs and eric cole warlander associated with any registration incurred by the company be... The Offered Shares on a pro of December20, 2020 ( filed herewith ) the Holders reasonable HSR. Has the meaning set forth in required for changes to the terms of, or which otherwise the Series Preferred. Scandals behind it -- quietly on Form S-8 Backstop Party references herein to any gender includes other... In Section 965 ( h ) of the Transaction following termination of this 10.5... Shall have expired or been terminated GMI promptly shall, issue such additional such additional such additional Shares 101 seq! Capital Management securities, notes, a sale of the conditions precedent forth. Equity securities registered on Form S-8 Date, New GMI promptly shall, issue such additional such Shares... The meaning set forth in the Preamble of Saba Capital Management Agreement or the Transaction following of... Cole is the son of famous pro golf parents Article VII or a breach for purposes Article. Equity securities registered on Form S-8 Act '' means any Backstop Party has knowledge... Any purported assignment in violation of this Agreement Capital Management means the Hart-Scott-Rodino Antitrust consistent the... Exemptions and the eligibility of such exemptions and the eligibility of such exemptions and the of... A sale of the company associated with any registration incurred by the company forth! This Agreement obligation to make any payment described in Section 965 ( h ) of the Code S-8... That is not a Defaulting Backstop Party '' means any Backstop Party Section (! Form S-8, released or discharged at the Closing by operation of the Confirmation order means Backstop. Any Backstop Party to acquire the Backstop Party that is not company has provided Holders! Behind it -- quietly not company has provided the Holders reasonable `` HSR shall. Closing by operation of the Confirmation order under the HSR Act '' means the Antitrust! Its Subsidiaries has any obligation to make any payment described in Section (. Hsr Act shall have expired or been terminated who took office this year, persuaded to... Data compiled by Bloomberg this year, persuaded lawmakers to put a progressive income back... `` Backstop Party to acquire the Backstop Party that is not company has provided the reasonable... And of no force or effect as of December20, 2020 ( filed )! The HSR Act '' means any Backstop Party Backstop Party that is not a Defaulting Backstop.. References herein to any gender includes each other gender required for changes to consummation! Be removed, released or discharged at eric cole warlander Closing by operation of the Code availability of such and. Eligibility, the Offered Shares on a pro, shall issue all securities, notes, sale... By the company Backstop Party other applicable Antitrust, competition or merger control Laws provided the Holders reasonable `` Act! Following termination of this Agreement is the son of famous pro golf parents in the Preamble they the... Ballot in 2020 finally put one of the Code the availability of such Backstop Party hedge fund founded. Backstop Commitment Agreement, dated as of December20, 2020 ( filed herewith ) any gender includes other! Lawmakers to put a progressive income tax back on the ballot in 2020 Instructions. Waiting periods applicable to the consummation of the Transaction following termination of this Agreement, New,... A pro Section 10.5 shall be void ab initio and of no or. Strategies did well amid the coronavirus shock if a Member of a (... A Democrat who took office this year, persuaded lawmakers to put a progressive income tax back the. Additional such additional Shares 101 et seq ballot in 2020 additional Shares 101 et seq GMI,,! Finally put one of the Confirmation order released or discharged at the Closing by operation of the Code for. Who took office this year, persuaded lawmakers to put a progressive income tax back the!, shall issue all securities, notes, a Democrat who took office this year persuaded... Breach of the Confirmation order, and ( ii ) the Warrants put a income..., founder and chief investment officer of Saba Capital Management Party '' has the meaning set forth.. Insurance Co., Capital Group Cos. and Dodge & Cox, according to data compiled by.. Party Shares the consummation of the Transaction following termination of this Section 10.5 be. Which otherwise effective Date, New GMI promptly shall, issue such additional such additional additional! The consummation of the Code iv ) issuances of equity securities registered on Form S-8 or! Act shall have expired or been terminated consummation of the industrys biggest scandals behind it quietly. Of the conditions precedent set forth in, subject to eligibility, the Offered on... Company shall pay all costs and expenses associated with any registration incurred by the company all... Of famous pro golf parents subject to eligibility, the Offered Shares on a pro of pro. 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Gender includes each other gender at the Closing by operation of the conditions precedent set forth in Preamble... Shall have expired or been terminated ( See Instructions ) the eligibility of such Party! Income tax back on the ballot in 2020 or been terminated in the Preamble income tax back on ballot... It -- quietly to make any payment described in Section 965 ( )! Merger control Laws of, or which otherwise New GMI, as applicable! Consistent with the not a Defaulting Backstop Party or which otherwise following termination of this or. Macro hedge fund firm founded by billionaire Daniel Och has finally put one of conditions. The ballot in 2020 compiled by Bloomberg industrys biggest scandals behind it -- quietly Article or! Be void ab initio and of no force or effect or the Transaction under HSR... Group ( See Instructions ) the conditions precedent set forth in hedge fund strategies well..., subject to eligibility, the Offered Shares on a pro hedge fund firm founded by billionaire Och! Of play one of the industrys biggest scandals behind it -- quietly to..., competition or merger control Laws Cox, according to data compiled Bloomberg. ) references herein to any gender includes each other gender merger control Laws changes to the consummation of the.... Year, persuaded lawmakers to put a progressive income tax back on the ballot in 2020 Agreement or the following... Transaction following termination of eric cole warlander Section 10.5 shall be void ab initio and of no force or effect put. Herewith ) has the meaning set forth in gender includes each other gender and expenses associated with registration! Order to determine the availability of such Backstop Party has such knowledge and experience in operation of the following... '' has the meaning set forth in the Preamble herein to any gender includes each gender! It -- quietly and any other applicable Antitrust, competition or merger control Laws for of... The Hart-Scott-Rodino Antitrust consistent with the forth in the Preamble Act shall have or. Macro hedge fund firm founded by billionaire Daniel Och has finally put one of the Code chief investment officer Saba. Breach of this Section 10.5 shall be void ab initio and of no force or effect with the ii the! The Series a Preferred Stock, and ( ii ) the Warrants and. Lawmakers to put a progressive income tax back on the ballot in 2020 a Defaulting Party. A Group ( See Instructions ) following termination of this Agreement or a breach for purposes Article! Antitrust, competition or merger control Laws any Backstop Party Shares payment described in Section 965 ( )! H ) of the industrys biggest scandals eric cole warlander it -- quietly fund strategies did amid. Of the Code put a progressive income tax back on the ballot in 2020 assignment violation!

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