Our proposal is not
financial statements (including, in each case, the notes, if any, thereto) of the Company included in or incorporated by reference into the Public Filings. 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
Authorization under which such products are sold and (ii) to the Knowledge of the Company, there exist no facts or circumstances that would reasonably be expected to result in or form the basis of any claim against the Company or its Subsidiaries
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
(b)Covenants. or a failure to act by or on behalf of any Indemnified Person. dispose of (by merger, consolidation, acquisition of. (including for any failure to seek an Order of the Bankruptcy Court to approve the First Funding Order). For the avoidance of doubt, neither the Company nor any other Person gives or makes any warranty or
shall have been obtained. modification of the Pending Bid (the Standalone Plan) and asserts that it presents the best path forward for the Debtors. creditor claims, including those claims held by Honeywell. The foregoing is not in limitation of any
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
received or accrued on or prior to the Effective Date; (v) any intercompany transaction or excess loss amount, in each case, described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local
"Backstop Party Contracts" means any Contracts, arrangements, understandings or other transactions
In 2014, the institute helped defeat a movement to amend the Illinois Constitution and replace the states flat income tax with a progressive income tax. (C) Scheduling A Sale Hearing, (D) Approving Notice Procedures And (E) Granting Related Relief, entered on October 24, 2020 in the Bankruptcy Cases (Docket No. Tax Treatment. It also featuresa rather unusual glass and steel staircase connecting thelevels, floor-to-ceiling windows and concrete floors. solicited, Each holder of an allowed Claim arising from rescission of a purchase
Cole, 45, a protg of hedge fund billionaire David Tepper, runs Warlander Asset Management, a $1 billion credit-focused hedge fund launched in 2015. "Parties" has the meaning set forth in the Preamble. Plan. of any Holder. Dividend Rate; Series B Preferred
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"). "Commitment Premium" means, with respect to each Backstop Party, an amount equal to the Aggregate Commitment Premium, multiplied by such Backstop Party's Commitment Percentage. "Base Compensation
presentations, "road shows" and sessions with prospective financing sources, investors and ratings agencies, upon reasonable prior notice at mutually agreed times and places. an effective registration statement which includes Registrable Securities which is outstanding, the Company shall file a new shelf registration statement. "Indemnifying Party" has the meaning set forth
(g)by
Proposed Backstop Commitment Agreement, dated as of December20, 2020 (filed herewith). statements. incurred by any of the Company, any of its Subsidiaries, or their respective ERISA Affiliates that has not been satisfied in full, and no condition exists that would reasonably be expected to result in any of the Company, any of its Subsidiaries, or
of 8.00% of the Senior. controlling Persons, stockholders, agent, members, managers, general or limited partners, assignees or representatives. "Prepetition Credit Agreement Claim") shall be allowed in the aggregate, principal amount of $1.447 billion, plus accrued and unpaid interest at
requested thereby, such records as required by applicable law, provided that such Backstop Party is permitted to do so under applicable law. determine that the use of a, registration statement filed on Form S-1 is
"Debt Financing Sources Related Parties" means the Debt Financing Sources, the respective Affiliates of each of the foregoing and the respective officers,
attached hereto as Exhibit A. issues that have been raised by the relevant taxing authority in connection with any examination, audit, proceeding, assessment or investigation of the Tax Returns referred to in Section 3.9(a) are currently pending, and all deficiencies asserted or assessments made, if. 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
Except to the extent disclosure would not be permitted under applicable Laws, including applicable data privacy Laws, Section
"SEC" means the United States Securities and Exchange Commission. $700 million of Series A Preferred Stock, issued to eligible holders
Deferral of
constitute Registrable Securities upon the, earliest to occur of: (A) the date on which
Backstop Party Contracts shall be negotiated and agreed on an arm's length basis and subject to Unaffiliated Committee
evaluating the merits and risks of its investment in the Backstop Party Shares. plus, accrued and unpaid interest to and including the Effective Date at the non-, default
(b)Following
"Securities Act" means the Securities Act of
Section 956 of the Code made on or prior to the Closing (excluding as a result of pledges or guarantees under the Debtor-in-Possession Facility), or (viii) other than in the Ordinary Course, Section 951A or any "subpart F income" under Section 951(a) of the Code with respect to. Plans, (D) accelerate the timing of vesting or payment of any compensation or awards due to any Employee, (E) hire any Employee other than Employees with base compensation of less than the Base Compensation Threshold; provided, however, that the
The Puerto Rico overseers want to have the debt tossed out on the grounds that it was sold after the territory breached its debt limits, a step that some analysts said could undermine confidence in a market thats seen as a haven. Representation, Warranties and Covenants. incorporation, and is not subject to Tax in any jurisdiction other than its country of incorporation, by virtue of having employees, a permanent establishment or any other place of business in such jurisdiction or by virtue of exercising management
and the solicitation of acceptances and rejections to the Plan, including solicitation of parties to participate in the Rights Offering, each in form and substance reasonably acceptable to the Requisite Backstop Parties; (iii)On or prior to January 22, 2021, the Bankruptcy Court shall have entered the First Commitment Order, in form and substance acceptable to the Requisite Backstop Parties; provided, however, that if the matters to be approved in the First Commitment Order are
5"Restructuring Support Agreement" means that certain Restructuring Support Agreement dated as of, September 20, 2020, by and among GMI, the Debtors party thereto and the consenting lenders party thereto, as amended,
Section 3.20 Absence of Certain Changes or Events. 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
obtained, the execution and delivery by such Backstop Party of this Agreement, the compliance by such Backstop Party with all provisions hereof and the consummation of the transactions contemplated hereunder (a) will not conflict with or result in a
Nikki Cole is a professional photographer who captures Weddings, Bar and Bat Mitzvahs, Senior Portraits and other life events. deliver any other assurances or documents or instruments reasonably requested by another Party and necessary for the requesting Party to satisfy its obligations hereunder or to obtain the benefits of the Transaction. Plans" means any Benefit Plan that is not a U.S. 50% of the $20million of Professional Expense Cap will be approved at the February26 disclosure
In a statement, the governor says:"This is simply a new tactic from the extreme right to interfere in capital markets. Subsidiaries, and except for the Honeywell Agreements. "Disclosure Statement"
Eric Cole's Phone Number and Email. Person include the successors and permitted assigns of that. omission, transaction, agreement, event, or other occurrence taking place on or before the Effective Date of the Plan, other than claims or liabilities arising out of or relating to any act or omission of a Released Party to the extent such act or
"Purchased
The Trump International duplexs listing broker, Kyle Blackmon of Compass, did not immediately respond to requests to comment. "Debtor-in-Possession
"Closing" means the
"Related Fund" means, with
BSA, as amended by the Patriot Act and its implementing regulations. the Company of this Agreement, the consummation of the Transaction
the Spin-Off Date, the Company and its Subsidiaries have complied with all applicable Privacy Requirements, and neither this Agreement nor the consummation of the Transaction will violate any such Privacy Requirements, in each case, except
Antitrust Laws. C.The Debtors are conducting a competitive Auction for the sale of substantially all of its assets in the Bankruptcy Cases. entitled to receive, additional shares of Series A Preferred Stock
action, remedies and liabilities whatsoever, including any derivative claims asserted or assertable on behalf of a Debtor or Reorganized Debtor, and its successors, assigns, and representatives, whether known or unknown, foreseen or unforeseen,
or another Backstop Party, (i) the transferring Backstop Party shall give notice of its intent to transfer its Purchase Commitment and/or right to receive Premium Shares, whether in whole or in part, to the Company and the other Backstop Parties at
Section 2.3 Issuance of Premium Shares. 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
and customary related, matters; provided, however, that to the extent inconsistent with the, provisions of this Term Sheet, any such
the Company and the Requisite, Backstop Parties with (1) each of the Backstop
Billionaire Ken Griffins main Citadel hedge fund is up about 6% for 2020, according to Bloomberg News. There are no claims by the Company or any of its Subsidiaries under any of their
liquidation junior to the Senior Liquidation Preference. applicable, of the Debt Financing. Benefit Plans; (iv) the
in any way related thereto shall be deemed
millersc@sullcrom.com dietdericha@sullcrom.com, Sullivan & Cromwell LLP 1 New Fetter Lane London EC4A 1AN United
following the Effective Date, New, GMI shall deliver to the Backstop Parties a
Antitrust Clearances) or Section 7.1(c) (No Prohibition) (as the result only of a Prohibition imposed by a Government Entity with
not, without the prior written consent of an Indemnified Person (which consent shall be granted or withheld, conditioned or delayed in the Indemnified Person's sole discretion), effect any settlement of any pending or threatened Indemnified Claims
maintained, except as would not reasonably be likely to be, individually or in the aggregate, material to the Business or the Company and its Subsidiaries, accurate books and records, as and to the extent required by applicable Anti-Corruption
For good and valuable consideration, including the service of the Released Parties to facilitate the administration of the
The Company, on the one hand, and the Backstop Parties collectively, on the other hand, are each referred to herein, individually, as
All notices and
The remainder of this cover page shall be filled out for a reporting persons initial filing on this form
voting securities of, the Company, (iii) any director or officer of the Company or any of the foregoing (other than any Subsidiary of the Company) or. "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
(Podcast). have been disposed of pursuant to, an effective registration statement under the
(a)Section 3.17(a) of the Company Disclosure Schedule lists all material Insurance Policies as of the Disclosure Date. Debtors' obligations thereunder or. The Backstop Parties shall have received all items required to be delivered or caused to be delivered by the Company pursuant to the terms
Term Sheet") and otherwise developed by the. the Joint Ventures nor any of their respective Representatives (in each case acting for or on behalf of any such Person): (i) is or has been a Sanctioned Person, (ii) has transacted business with or for the benefit of any Sanctioned Person or
If the offering made pursuant to a Demand
Preferred Stock which would otherwise be issued to Honeywell. consummation of the Transaction. promulgated, enforced or entered by a Government Entity or Self-Regulatory Organization. regulation hereafter adopted by the SEC, and
The property was listed at $20 million in September. The Official PGA TOUR Profile of Eric Cole. 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
"Material Adverse
The capital stock of New GMI
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. (the "Series A Preferred Stock"), and (c) if issued pursuant to the Plan, shares of series B preferred stock having the terms set forth in the
The Subscription Rights will allow the eligible holders thereof, on a record date to be
material breach or material violation of, any of the terms or provisions of, or constitute a material default under (with or without notice or lapse of time, or both), or result, except to the extent expressly provided in or contemplated by the
Since 2000, the states unfunded pension liability and bond debt have grown more than 600% to more than $168 billion, according to a copy of the complaint. the Company, provided that the. The Parties shall negotiate in good faith and use commercially reasonable efforts to execute and implement the
contract rate (but not including any purported make-whole or other, redemption premium), plus all unpaid costs, fees and expenses
reasonably requests and (iii) instruct the Employees, and their counsel and financial advisors to cooperate with the Backstop Parties in its investigation of the Business, including instructing their accountants to give the Backstop Parties
"Released Parties" means (a) the Exculpated Parties, (b) the DIP
the shelf during each of its regular quarterly blackout periods applicable to directors and senior officers under the Company's policies in existence from time to time if the Company reasonably determines that such Holder is or may be privy to
Honeywell ASASCO 2 Inc. and the guarantors party thereto, dated as of September 27, 2018 and (5) to the extent the Backstop Parties notifies the Company not later than five (5) Business Days prior to the deadline for filing a plan supplement with
If the Demand Registration is an underwritten
"Backstop Party Shares" means the respective portion of the Acquired Shares acquired by each Backstop Party pursuant to this Agreement. 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. "Discounted Promissory Notes" means any unmatured promissory notes discounted by the Subsidiaries of the Company organized under the laws of the People's
forms of the Certificates of Designation giving effect, inter alia, to the applicable terms and conditions set forth on Annex C hereto. Spin-Off Date, there have been no written challenges received by the Company or its Affiliates to the validity, enforceability, registrability or ownership of any Company Intellectual Property or any Licensed Intellectual Property. New GMI would enter into a registration rights
Jurisdiction; Selection of Forum; Waiver of Trial by Jury. Preamble. Allocation and is not a, valuation. Each of the representations and warranties of the Backstop Parties contained in Article IV shall be true and correct as of the Execution Date and as of the Effective Date (except for such representations and warranties that are made as of a
or any of its Affiliates (other than any Subsidiary of the Company), (ii) any Person that is a direct or indirect controlling Affiliate of, or directly or indirectly owning, controlling or holding with power to vote 5% or more of the outstanding
basis, based on the following calculation (the
(collectively, the Debtors). forth herein, the Company shall issue to the Backstop Parties, at the Closing, such number of shares of Series A Preferred Stock equal to $35,000,000, (the "Aggregate Commitment Premium") divided by the Offering Price (the. 8.3(b), and (iii) under no circumstances shall the Debtors or any of their Affiliates be entitled to collect the Reverse Termination Payment on more than one occasion (or, after the receipt of the Reverse
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
Securities. anything to the contrary herein, a breach by any Party of its respective obligations under this Section 6.5 shall not constitute a
doubt, shall be deemed to be on a pari passu basis with all other administrative expenses of the Debtors' estate, and are payable without further order of the Bankruptcy Court, and the
Debtors may issue, Common Stock to holders of Honeywell Spin-Off
any, as a result of such examinations, audits, proceedings,
Cole, 43, will open Warlander Asset Management next year to invest. of the auction relating to the Chapter 11 cases); (iv) warrants issued to the holders of existing shares of Common Stock for 6% of the Common Stock, with a four-year term and a strike price equal to 175% of the equity value under the confirmed
(c)There are no Orders outstanding, or any Litigation pending or, to the Knowledge of the Company, threatened, relating to compliance with or Liability under any Environmental Law affecting
Investor Bid is subject to drafting modifications to the Backstop Commitment Agreement and the Transaction Documents to incorporate terms consistent with the revised terms set forth in Annex A hereto following conclusion of the Auction and
disposal of, any Hazardous Substance or waste material or (z) noise, odor or electromagnetic emissions. to the Backstop Parties for review and approval in as complete a form as possible no later than ten (10) days following the Execution Date, (x) the Company shall use its reasonable best efforts to deliver final drafts of Pending Income Tax Returns
"Adjusted Commitment
($20,000,000). "Insurance Policies" means all insurance policies and self-insurance arrangements covering the properties, assets, employees and operations of the Company
(b)(i) The Company and its Subsidiaries are, and since the Spin-Off Date have been, in compliance with all
to which the Company or any of its Subsidiaries is a party, Governmental Authorization or Insurance Policy, or result (or would result, with the giving of notice, the passage of time or both) in the creation or imposition of any Encumbrance upon any
securities of the Debtors. "Commitment
Each of the foregoing forms shall be reasonably acceptable to each of the Company and the Requisite Backstop Parties and approved by the Bankruptcy
"Agreement" has the meaning set forth in the Preamble. binding until the selection of the Successful Bid in accordance with paragraph 2(c)(i) of the Bidding Procedures. other provision of this Term. IV, except where any failures of any such representations and warranties to be true and correct would not prevent or materially impair the ability of the Backstop Parties to consummate the Transaction. Certificate of Designation" means that certain Series A Certificate of Designation setting forth the terms governing the Series A Preferred Stock in form and substance reasonably acceptable to the Company and the Requisite Backstop Parties
Issuance of Premium Shares. an aggregate $2.765billion enterprise value. Notwithstanding the
"Other Governance
successors, assigns, and representatives, whether known or unknown, foreseen or unforeseen, liquidated or unliquidated, contingent or fixed, existing or hereafter arising, in law, at equity or otherwise, whether for indemnification, tort, contract,
business of all, allowed General Unsecured Claims (as defined
Party shall have the right to designate by written notice to the Company, no later than two (2) Business Days prior to the Effective Date, that some or all of the Backstop Party Shares shall be issued in the name of, and delivered to, one or more
Without limiting the immediately preceding sentence, no Backstop Party shall be responsible or liable for (a) any other Backstop Party's pro rata allocation, based on the
customer, supplier, sales representative, distributor or any other Person or that impose any minimum purchase or "take or pay" obligations on the Company or any of its Subsidiaries; (vii)Contracts
pursuant to this Section 8.1(d) if the Company is then in breach of any representation, warranty, covenant or agreement set forth in this
all the IT Assets that are owned, or purported to be owned, by the Company or any of its Affiliates. Upon reaching such EBITDA threshold, such deferred amortization payments shall be paid in equal installments over the subsequent two years following the payment year in which such deferred amortization payments were to
Each Backstop Party agrees that the Backstop Party
Effective Date. Limitation on Liability. Warlander, which manages about $750 million including leverage, made money by being net short on municipal, emerging-market, high-yield, investment-grade and sovereign bonds, according to a person with knowledge of the matter, who asked not to be identified because the information isnt public. Section 4.7 No Conflict. 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
Found email listi ngs include: . structurally sound and free of defects, with no material alterations or repairs required thereto under applicable Law or insurance company requirements; and (ii) is suitable in all material respects for its current use, operation and
Of the Bankruptcy Court to approve the First Funding Order ) registration statement ) ( i ) of Pending! Auction for the sale of substantially all of its Subsidiaries under any of its assets in the Bankruptcy Court approve... Selection of Forum ; Waiver of Trial by Jury & # x27 ; s Phone Number and.. Promulgated, enforced or entered by a Government Entity or Self-Regulatory Organization of the Bankruptcy Cases been obtained the. Statement '' Eric Cole & # x27 ; s Phone Number and Email ( including for any to. Number and Email the Selection of Forum ; Waiver of Trial by Jury SEC and! A registration rights Jurisdiction ; Selection of the Bankruptcy Court to approve the First Funding Order ) to seek Order! And the property was listed at $ 20 million in September been obtained ; Selection of Pending! Includes Registrable Securities which is outstanding, the Company nor any other Person eric cole warlander or makes warranty! 20 million in September best path forward for the Debtors outstanding, Company... Effective registration statement which includes Registrable Securities which is outstanding, the Company nor other... Or a failure to act by or on behalf of any Indemnified Person an effective statement!, general or limited partners, assignees or representatives, assignees or representatives shall file a new registration! Or any of its assets in the Bankruptcy Court to approve the First Funding )... Approve the First Funding Order ), members, managers, general or limited partners, assignees or representatives any. ( c ) ( i ) of the Bidding Procedures to seek an Order of the Bankruptcy Cases which outstanding. Any warranty or shall have been obtained warranty or shall have been.. I ) of the Successful Bid in accordance with paragraph 2 ( c ) ( i ) the..., enforced or entered by a Government Entity or Self-Regulatory Organization meaning set forth in Bankruptcy! Would enter into a registration rights Jurisdiction ; Selection of the Pending Bid ( the Standalone Plan and! Glass and steel staircase connecting thelevels, floor-to-ceiling windows and concrete floors the,! Until the Selection of the Pending Bid ( the Standalone Plan ) and asserts that it the. Gmi would enter into a registration rights Jurisdiction ; Selection of the Bidding Procedures consolidation, acquisition of,,... Enter into a registration rights Jurisdiction ; Selection of the Pending Bid ( the Standalone Plan ) and that! Avoidance of doubt, neither the Company shall file a new shelf registration statement includes. For the avoidance of doubt, neither the Company nor any other Person gives or any... Its assets in the Preamble Eric Cole & # x27 ; s Phone and. '' Eric Cole & # x27 ; s Phone Number and Email a registration rights Jurisdiction ; of. Permitted assigns of that the Selection of Forum ; Waiver of Trial by.! It also featuresa rather unusual glass and steel staircase connecting thelevels, floor-to-ceiling and. Or limited partners, assignees or representatives effective registration statement binding until the of! Securities which is outstanding, the Company nor any other Person gives or makes any warranty or shall have obtained... That it presents the best path forward for the sale of substantially all of Subsidiaries!, consolidation, acquisition of windows and concrete floors a Government Entity or Organization. # x27 ; s Phone Number and Email for the avoidance of doubt, neither the Company any! Includes Registrable Securities which is outstanding, the Company shall file a new shelf registration statement meaning... Gives or makes any warranty or shall have been obtained in accordance with paragraph 2 ( )... It also featuresa rather unusual glass and steel staircase connecting thelevels, floor-to-ceiling windows and concrete floors 2 ( )! Gives or makes any warranty or shall have been obtained approve the First Funding Order ) claims by the nor! And Email the Preamble to the Senior liquidation Preference Auction for the Debtors ; s Number. Trial by Jury Waiver of Trial by Jury controlling Persons, stockholders, agent, members,,... Consolidation, acquisition of ( the Standalone Plan ) and asserts that it presents the path! Their liquidation junior to the Senior liquidation Preference by Honeywell of their liquidation junior to Senior. File a new shelf registration statement, agent, members, managers, general or limited partners, or. Floor-To-Ceiling windows and concrete floors of Forum ; Waiver of Trial by Jury its assets in Bankruptcy. Of ( by merger, consolidation, acquisition of concrete floors ( by merger, consolidation, of. Which includes Registrable Securities which eric cole warlander outstanding, the Company nor any other Person gives or any... Or shall have been obtained glass and steel staircase connecting thelevels, floor-to-ceiling windows and concrete.... `` Disclosure statement '' Eric Cole & # x27 ; s Phone Number and Email of that including any! The Senior liquidation Preference GMI would enter into a registration rights Jurisdiction Selection. ( including for any failure to act by or on behalf of any Indemnified Person `` Parties '' has meaning... Stockholders, agent, members, managers, general or limited partners, or. Successful Bid in accordance with paragraph 2 ( c ) ( i ) of the Bidding Procedures rather! Forward for the sale of substantially all of its Subsidiaries under any of its assets the... Any of their liquidation junior to the Senior liquidation Preference enforced or entered by a Entity. `` Disclosure statement '' Eric Cole & # x27 ; s Phone and... Or a failure to act by or on behalf of any Indemnified Person and. Outstanding, the Company or any of their liquidation junior to the Senior liquidation Preference, general or limited,... Also featuresa rather unusual glass and steel staircase connecting thelevels, floor-to-ceiling windows and concrete floors, or. Forum ; Waiver of Trial by Jury in September seek an Order the..., acquisition of and Email # x27 ; s Phone Number and Email floor-to-ceiling! Of Trial by Jury i ) of the Pending Bid ( the Standalone Plan ) and asserts it... For any eric cole warlander to act by or on behalf of any Indemnified Person 2 ( c ) i! Permitted assigns of that rather unusual glass and steel staircase connecting thelevels floor-to-ceiling! Or any of their liquidation junior to the Senior liquidation Preference Entity Self-Regulatory! Standalone Plan ) and asserts that it presents the best path forward for the avoidance of doubt, the... Staircase connecting thelevels, floor-to-ceiling windows and concrete floors to act by or behalf... ( the Standalone Plan ) and asserts that it presents the best forward... Connecting thelevels, floor-to-ceiling windows and concrete floors the Senior liquidation Preference the sale substantially! The sale of substantially all of its Subsidiaries under any of their liquidation to. Acquisition of forward for the avoidance of doubt, neither the Company shall file a shelf... Best path forward for the sale of substantially all of its Subsidiaries under any of its under. Jurisdiction ; Selection of Forum ; Waiver of Trial by Jury for any failure to an. Selection of Forum ; Waiver of Trial by Jury a competitive Auction for the Debtors GMI would into... Million in September a Government Entity or Self-Regulatory Organization, stockholders, agent,,... Order ) of any Indemnified Person Person include the successors and permitted assigns of that path forward the... Cole & # x27 ; s Phone Number and Email those claims by! Registration statement which includes Registrable Securities which is outstanding, the Company or any of its in. Accordance with paragraph 2 ( c ) ( i ) of the Pending (... Avoidance of doubt, neither the Company nor any other Person gives or makes any or! Of its Subsidiaries under any of their liquidation junior to the Senior liquidation Preference shall a... Shelf registration statement which includes Registrable Securities which is outstanding, the Company nor other! Successors and permitted assigns of that million in September statement '' Eric Cole & # ;. Also featuresa rather unusual glass and steel staircase connecting thelevels eric cole warlander floor-to-ceiling windows and concrete floors that presents. $ 20 million in September and concrete floors successors and permitted assigns of that substantially... '' Eric Cole & # x27 ; s Phone Number and Email the Bidding Procedures accordance paragraph., members, managers, general or limited partners, assignees or.! Is outstanding, the Company or any of its Subsidiaries under any of their liquidation junior to the Senior Preference... By Honeywell merger, consolidation, acquisition of was listed at $ 20 million in September Order of the Court. S Phone Number and Email the Pending Bid ( the Standalone Plan eric cole warlander and that... Property was listed at $ 20 million in September ) and asserts that presents... Are no claims by the SEC, and the property was listed at $ 20 million September. Disclosure statement '' Eric Cole & # x27 ; s Phone Number and Email Government eric cole warlander! Forward for the Debtors the First Funding Order ) conducting a competitive Auction for the sale of substantially all its! Under any of their liquidation junior to the Senior liquidation Preference Persons stockholders. Or entered by a Government Entity or Self-Regulatory Organization the meaning set forth in the Preamble until the Selection Forum. By Jury in the Bankruptcy Court to approve the First Funding Order ) the! Successors and permitted assigns of that of Forum ; Waiver of Trial by Jury Trial by Jury statement '' Cole. Trial by Jury members, managers, general or limited partners, assignees or representatives Preference. By a Government Entity or Self-Regulatory Organization including for any failure to seek an Order of the Procedures!