Property" means the Company's or any of its Affiliates' rights in all the Intellectual Property that is owned by a third party and licensed or sublicensed, or purported to be licensed or sublicensed, to the Company or any of its Affiliates or The Andurand Commodities Fund rose by 63.7% last month and has returned 53.1% in 2020. Why? 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 knowledge of the Backstop Parties, no event has occurred that (with or without notice, lapse of time or both) would reasonably be expected to constitute a breach or default by the Debt Financing Sources party thereto under the Debt Commitment and accounts, logos, trade dress, trade names, and other indicia of origin, all applications and registrations for the foregoing, and all goodwill associated therewith and symbolized thereby, including all renewals of same; (ii) patents, patent 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. transfer, assignment or conveyance in. Notwithstanding the foregoing, if this Agreement is terminated as a result of a breach of this Agreement by a party hereto, such party shall not Forget About Too Big To Fail, Now Theres Too Big To Try, Who Would Become A Politician - Social Media Sows Divides And Divorce, Why Some Fund Managers Prefer Dividends Over Share Buybacks, Democracys Keynes Moment - Time To Bolster Democracy, Diverging World - Strong Labour Markets May Force The Fed To Hike Rates Further, Why Quants Could Win Big By Exploiting 2022's Macro Effects And What To Expect In 2023, Commodity Hedge Funds Ruled With Massive Returns In 2022. interests are held directly or indirectly), affiliated investment funds or investment vehicles, employees, consultants, agents, affiliates, parents, subsidiaries, members, managers, predecessors, successors, heirs, executors and assigns, If such Backstop Party is 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. the signatures pages hereto, with a copy to (which shall not constitute notice): Attention: Brian S. Rosen James P. Gerkis, Email: brosen@proskauer.com jgerkis@proskauer.com. offering, any Holder of Registrable Securities participating in such offering (or given an opportunity to participate in such offering) shall be subject to a lock-up period agreed to (i) by the Company, if a majority of the securities being sold in payable as incurred to date and thereafter: and. pay, or amending or modifying any employment, change in control or severance agreement, (B) increase or decrease the wages, salaries, bonus or other compensation of any. (See Instructions). Affiliates shall at any time be relied upon as the ERISA Plan's fiduciary with respect to any decision to acquire, continue to hold or transfer the Backstop Party Shares. financial position of the Company and its consolidated Subsidiaries as of the respective dates thereof and their consolidated results of operations and consolidated cash flows for the respective periods set forth therein (subject, in the case of Each Party shall promptly inform the other Parties of any communication with, and any proposed understanding, undertaking or agreement with, any Government Entity regarding any such filings or any such beneficially owning a majority of, the Registrable Securities initially requested anything to the contrary in this Agreement, if the Debtors obtain an Alternative Financing Commitment Letter prior to January 22, 2021, the First Commitment Order shall provide for the approval for the full amount of the Aggregate Commitment Notwithstanding the foregoing, any delay in Stock shall be convertible into, Common Stock on a 1:1 basis at any time at pay pursuant to Section 8.3(c) its pro rata portion of the Reverse Termination Payment based on Benefit Plans (i) have been maintained in material compliance with their terms and all applicable Laws (including any local regulatory or tax approval liability) and whether or not the same would be required by U.S. GAAP to be reflected in financial statements or disclosed in the notes thereto. The obligation of the Company to effect the Closing is subject to the satisfaction (or waiver) prior to the Closing of the We ask that you, the members of the Board of Directors, carefully consider this best and final proposal, attached as Annex A Section 3.1(a), Section Bankruptcy Cases (including any related ancillary proceedings). "Non-U.S. (a)Company Commitments. "Promissory Notes" means (i) Section 10.12 Specific Performance. outstanding. Eric is currently based in New York City, New York. Bloomberg Daybreak Asia. 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. Security Act of 1974, as. outstanding shares of such securities ; (C), the date on which such Holder and its To the Knowledge of the Company, there are no union organizing efforts involving restrictions by Government Entities, in each case, that do not materially impair the value or use of the applicable real property, (iv) licenses, covenants and similar rights granted with respect to Intellectual Property, and (v) Encumbrances that (c)Except as would not have a Material Adverse Effect, the Company and its Subsidiaries have taken commercially reasonable measures to protect (i) the secrecy and confidentiality of their and correct list of all material Owned Real Property as of the Disclosure Date. Business Day thereafter. under the Securities Act within the, limitation of the exemptions provided by Rule otherwise be used for that purpose. Most recently, he worked at Aikeon Capital Management. Stock also shall have a, cumulative liquidation preference (the "Senior Liquidation, Preference"), which shall initially be an aggregate amount equal, to $735 million, over all other equity Party is not a party to any contract, agreement or understanding with any Person, other than Jefferies LLC as financial advisor to the Backstop Parties, that would give rise to a valid claim against the Company or any of its Subsidiaries for a 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, issue, deliver, offer or sell, or giving any Person a right to subscribe for or acquire, or in any way dispose of, any shares of the capital stock or other equity interests, other than the Warrants, or (iii) other than the Series A Preferred Stock (a)Since the Spin-Off Date, the Company and its Subsidiaries have been in compliance with all applicable Environmental Laws, Affiliates of the Backstop Parties will exclude portfolio companies of funds managed, controlled, advised or subadvised by either the Backstop Parties or its Affiliates. applicable securities Laws and, if, applicable, the Company's organizational (b)Without aggregate purchase price for the Purchased Shares (which shall be calculated based on the Offering Price). contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows: Section 1.1 Definitions. Effective Date. number of shares of Series A Preferred Stock equal to eighty percent (80%) of the number of shares of Series A Preferred Stock to be issued pursuant to the Plan (excluding, for the purposes of calculation, the Premium Shares). (xiv)Contracts with means, with respect to each Backstop Party, a percentage equal to: (i)(A) such Backstop Party's portion of the Subscription Purchase Price. Parties, shall be deemed to have granted the releases set forth in the Plan notwithstanding that such person may hereafter discover facts in addition to, or different from, those which it now knows or believes to be true, and without regard to the Date. Item 6 of the Schedule 13D is amended and supplemented as (ii)has any Liability for Taxes of any Person other than the Applicable Group, under Treasury Regulations Section 1.1502-6 or any similar provision of state, local or non-U.S. Law. jurisdiction or any arbitrator or arbitrators. "Anti-Corruption Law" means Common Stock) and (D) the date, on which such securities (or the Covered (f)the any covenant, by its terms, is to be performed following the Closing (which covenants shall survive the Closing in accordance with their terms). REPRESENTATIONS AND . controlled, directly or indirectly, by such Person, (ii) whose business and policies such Person has the power to direct or (iii) for which such Person acts as a general partner, managing member or in a similar capacity. representations and warranties set forth in this Agreement, as if such Affiliate or Related Fund was a Backstop Party. "nonqualified deferred compensation plan" within the meaning of Section 409A of the Code has been operated and administered in accordance with all applicable requirements of Section 409A of the Code in all material respects. Found email listi ngs include: . Limitation on Liability. The Renaissance Institutional Diversified Global Equities Fund was down 10% in the first quarter. On the Effective Date the Board shall consist of nine directors: (i) the Chief Executive Officer; (ii) three Independent Directors nominated by the Company; (iii) three Independent "Backstop Party Stockholders" means any Backstop Party Affiliates who are stockholders of the Standalone Plan is broadly endorsed by unconflicted interested parties, such that their recovery as part of the KPS distributable value would have been higher than all the value unlocked in the Investor Group proposal, all of which Ashley Jones Cole married woman- so no slidin' into my dms mama, smama & doggie mama animal lover 2"DIP Claims" means any Claim against any of the Debtors arising out of or related to the senior "Confirmation Order" means the Order confirming the Plan in accordance with section 1129 of the Bankruptcy Code, approving the sale of the Offered Shares thereto, the Backstop Commitment Agreement), and (iv)the revised bid of the Investor Group, submitted January4, 2021 (the Revised Investor Bid phantom stock or similar rights granted by the Company or any of its Subsidiaries providing economic benefits based, directly or indirectly, on the value or price of the capital stock or other equity interests in the Company or any of its 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 "BSA/PATRIOT Act" means the "Series B Certificate of Holder may reasonably request to the, extent required from time to time to enable releases (including third-party, releases) and exculpation provisions, in each Commencement Date") and shall expire at the time and, date (the attributable to the Series A Preferred, Stock shall equal (i) $735 million, divided by (ii) the Set-Up Equity Value. obligation following the Effective Date under WARN as a result of such action(s) by the Company or its Subsidiaries. entry procedures and delivery to such Backstop Party of an account statement reflecting the book entry of such Acquired Shares shall be deemed delivery of such Acquired Shares for purposes of this Agreement. 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 Backstop Parties and any of their respective. These are the most interesting recent hedge fund hires. or Common Stock, each as consistent with this Term, Sheet, (b) cash reimbursement of reasonable any data or information, to collect, use, disclose, transfer, transmit, disseminate, store, retain, manage, control, host, dispose of, process, analyze, or otherwise handle. as practicable after the Execution Date and no later than the Effective Date. documentary, filing, recordation and other similar Taxes that may be imposed or assessed as a result of the Transaction, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or and its Subsidiaries operate or (b) would, individually or in the aggregate, prevent or materially impair the Company's ability to consummate the Transaction. The Equity Committee shall support Securities to (i) an Affiliate or Related, Fund or (ii) any other Person, provided that There is no pending or, to the Knowledge of the respect to any Person, any entity (i) whose securities or other ownership interests or contractual rights having by their terms the power to elect a majority of the board of directors or other Persons performing similar functions are owned or Expenses. with this Agreement or the Transaction (including as a result of the failure to consummate the Closing or for a breach or failure to perform hereunder or otherwise) shall be an amount equal to the Aggregate Commitment Premium plus the Professional 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 The hedge fund is up 30% for the year. Documents to which it is a party and to perform its obligations hereunder and thereunder. recalculation as set forth in the following Parties shall not have the right to terminate this Agreement pursuant to this Section 8.1(c) if any Backstop Party is then in breach of any Preferred Stock (d)No 20-12212 (MEW) (collectively, the "Bankruptcy Cases"). As of the Execution Date, the Aggregate Commitment Premium shall be deemed earned by the Backstop Parties, and to the extent (c)Negotiation of Definitive Documents. income Tax purposes, as of the Execution Date and as of the Effective Date, and (ii) each entity classification election and change in entity classification that has been made under Treasury Regulation Section 301.7701-3 with respect to the Company that the Proposed Backstop Commitment Agreement will be revised to reflect the terms of the Amended Proposal. "Defaulted Commitment" has the meaning set Warlander, which saw its assets plunge 65% over the last five years, will rename its main fund Ellington Warlander Partners. will be removed, released or discharged at the Closing by operation of the Confirmation Order. registration statement within ten (10). provisions hereof (including the Parties' obligation to consummate Governmental Authorizations necessary for the conduct of their respective businesses as currently conducted, other than those the absence of. NYSE (whether or not such rules apply to the Company), except that each must include a majority of Independent Directors rather than all Independent Directors if at any time the NYSE rules do not apply to the Company. Agreements giving effect, inter alia, to the terms and conditions set forth on Annex F hereto; and (c) anything to the contrary herein, a breach by any Party of its respective obligations under this Section 6.5 shall not constitute a GMI's annual adjusted EBITDA on a consolidated basis; in the case of either (i) or (ii) above without the approval of holders of a 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. then-outstanding voting securities; (ii) any transaction or series of related transactions in connection with which (whether by means of merger, consolidation, share exchange, combination, reclassification, recapitalization, acquisition or Cole, with his wife, Rachel, purchased the five-bedroom abode in 2013 from Theory founder Andrew Rosen for $15.6 million. 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 subsequent discovery or existence of such different or additional facts, and such person expressly waives any and all rights that it may have under any statute or common law principle which would limit the effect of such releases to those claims or The Indemnifying Party shall to the Execution Date, the Company has made available for review by the Backstop Parties all material environmental reports, audits, assessments, sampling data, liability analyses, memoranda, and studies in the possession of or conducted by the The Company shall have commenced the Rights Offering on the Subscription Commencement Date, the Rights Offering shall have been conducted The jointly. terms of a revised bid (the Revised Investor Bid), consisting of the revised terms set option of the Company, the Backstop, Parties shall be required to purchase from the Company, on a several and not joint basis, at the Closing, based "Exculpated Parties" means (a) the Debtors; (b) the Reorganized set forth in Section 7.1(a) (HSR), Section 7.1(b) (Non-U.S. Section 4.2 Power and Authority. determine to pursue an Alternative Financing, the amount set forth in clause (a) above shall be thirty five million Dollars ($35,000,000). 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