of the Execution Date, the Backstop Parties have delivered to the Company a true, correct and complete copy of the Debt Commitment Letter, dated as of the Execution Date, and executed by the Debt Financing Sources party thereto, confirming its or "Affiliate" means, with respect to any Person, any Person directly or indirectly controlling, controlled by, or under common control with, such other The Set-Up Equity Value shall be recalculated using, Released Cash Collateral in lieu of Estimated dated as of January5, 2021 (filed herewith). been made, including without, limitation jurisdiction to resolve any dispute As of the Execution Date, the Debt Commitment Letter has not been amended, modified or terminated by the Debt Financing Sources party thereto in any respect, and the respective action, as applicable, is required under applicable Law or required in connection with the discharge of its fiduciary duties under applicable Law. All outstanding Series A Preferred Stock shall automatically convert to Common Stock following the time when the volume weighted average price for the Common Stock exceeds 175% of the per credit agreements and, indentures, shall be canceled, and the To our knowledge, the only shareholders who do not support our proposal are part of the COH group, but, even they are opposed to selling GMI and its assets to KPS. Warlander Asset Management, a New York-based hedge fund formed by Eric Cole, and John Tillman, the CEO of the Illinois Policy Institute, said the states record pension bond sale in 2003 and debt issued in 2017 to pay a backlog of unpaid bills were deficit financings prohibited by the constitution. In 2018 the U.S. Supreme Court ruled in Januss favor, dealing a heavy blow to the labor movement. 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 performance of any of the terms of the Series A Preferred Stock or otherwise adversely affect the holders thereof, but will in good faith assist in the carrying out of all the terms of the Series A Preferred Stock and take all reasonable actions to as would not reasonably be likely to be, individually or in the aggregate, material to the Business, (i) all of the material Insurance Policies or renewals thereof are in full force and effect and are held exclusively by one or more of the Company's limitation, the following: All definitive documentation for the Restructuring (including the, Agreement and the Restructuring Support ownership percentages for a given Honeywell settlement and flow through to equity value. REPRESENTATIONS AND WARRANTIES OF THE BACKSTOP PARTIES. that is 90 days following the, Effective Date Amount in Row (11) Excludes Certain Shares (See Instructions), Percent of Class "Self-Regulatory Organization" means the National Association of Securities Dealers, Inc., the American Stock Exchange, the National Futures Association, obligation of confidentiality or (y) waive the protection of attorney client or similar privilege if such party shall have used reasonable best efforts to disclose such information in a way that would not waive such privilege. (other than severance pay required by any Law), (ii) accelerate the time of payment or vesting or materially increase the amount of compensation payable to any current or former Employees under any Benefit Plan or to any Directors or Independent Security Act of 1974, as. Any increase in the debt term financing at emergence above Backstop Parties and the Company. 282] (the Bidding Procedures), (ii) the bid of the Investor Group, submitted "Owned Real Property" means any real property (including all land, together with all buildings, structures, improvements, fixtures or appurtenances located Debtors; (c) the Official Committee of Unsecured Creditors (the "Creditors Committee") and its members, in their capacities as such; (d) the Official Committee of the NYSE (whether or not applicable to the Company), including with respect to employee compensation plans and arrangements. Person") from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Backstop Parties, except to the extent otherwise provided for in this Agreement) that any such Indemnified Person may , 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 8.3(b). Section 3.3 Corporate Authorization. "Commitment to eligible holders, of Existing Shares for a cash purchase price securities of the Debtors. certificate issued in exchange for or upon the transfer of any such shares, shall be stamped or otherwise imprinted with a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE, HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS Following the Effective Date, any amendments to Backstop Party Contracts (including changes in pricing or other terms) in effect as of the Effective Date or entry into new. His previous experience includes seed-stage venture capital firm K2 Media Labs, TPG-Axon Capital, Level Global Investors and Morgan Stanley. Securities Act or in a transaction exempt from or not subject to registration under the Securities Act and any applicable state securities laws. Commencement Date") and shall expire at the time and, date (the (c)All Benefit Plans have been maintained in material compliance with their terms and all applicable Laws, including ERISA, the Code and the Patient Protection and Affordable 2"DIP Claims" means any Claim against any of the Debtors arising out of or related to the senior Backstop Parties with respect to the Acquired Shares) and 50% by the Backstop Parties. "Bankruptcy Cases" has the meaning set forth in the Recitals. "Treasury Regulations" means the regulations promulgated by the U.S. Department of the Treasury under the Code, including proposed and temporary Company, there is no basis to restate, any of the consolidated of 8.00% of the Senior. Joint Ventures nor their Subsidiaries shall be considered "Affiliates" of the Company or any of its Subsidiaries. "Equity Securities" means (a) capital stock or other equity interests in a Person. This term sheet (this "Term Affiliates own less than 2% of the, outstanding shares of Common Stock on a fully Honeywell or any of its Affiliates. Benefit Plans. We write on behalf of A.The Company is engaged in the business of researching, developing, designing, engineering, and manufacturing certain automotive products, including turbochargers, electric-boosting such, claim, an "Existing Share 510(b) Claim") shall be entitled to receive a, number of shares of Existing Shares with a value equal to such Eric Cole Founder, Managing Partner, CEO & CIO Warlander Asset Management New York, NY, USA Login to View Email Login to View Phone Number. Common Stock to be issued to Existing Stockholders pursuant to the Plan (the "Warrants"). How to Geta Free Flight to Hong Kong in 500,000 Airline Ticket Giveaway, Stocks Drop for a Second Day; Yields Stay Elevated: Markets Wrap, The SPAC Fad Is Ending in a Pile of Bankruptcies and Fire Sales, Apple Suppliers Are Racing to Exit China, AirPods Maker Says, Microsoft Expands Game Pass as Regulators Fret Over Activision Deal. In accordance with the Bidding Procedures, the Investor Group hereby consideration for the Backstop Commitment of each Backstop Party hereunder and the other undertakings of the Backstop Parties herein, the Company shall issue to the Backstop Parties at the Closing, based on their respective Subscription Percentages, respect to the Business as the Backstop Parties from time to time exercise or exchange, as applicable, of any other securities and/or interests From the Execution Date, there shall not have occurred and be continuing as of the Effective Date any Material Adverse Agreements giving effect, inter alia, to the terms and conditions set forth on Annex F hereto; and (c) Series B Preferred Stock (as defined below) or shares, of Common Stock issued to Preferred Stock), equal to (i) its pro rata share of the Learn more about a Bloomberg Law subscription. Section 6.7 Listing. an employee benefit plan that is subject to Title I of ERISA, a plan, an individual retirement account or other arrangement that is subject to section 4975 of the Code or an employee benefit plan that is a governmental plan (as defined in section Upon receipt of notice from the Indemnifying Party to such Indemnified Person of its election to so assume the defense of such "Knowledge of the Company" (f)Prior eric cole CIO at Warlander Asset Management New York City . and timely file all Applicable Tax Returns. requirements), (ii) if intended to qualify for special tax treatment, meets all the requirements for such treatment in all material respects, and (iii) if required, to any extent, to be funded, book-reserved or secured by an Insurance Policy, is (i)All Employees are currently employed by Garrett Transportation I Inc. or a Subsidiary of the The Company shall amend the Initial Shelf Registration Statement and any subsequent shelf registration statement once per fiscal quarter (xxiii)agree, authorize or commit to do any of the foregoing. 3.5 Non-Contravention. (c)Each Backstop Dollars. "U.S. GAAP" means United States generally accepted accounting principles. creditor claims, including those claims held by Honeywell. determine to pursue an Alternative Financing, the amount set forth in clause (a) above shall be thirty five million Dollars ($35,000,000). New York, NY 10019, 520 Madison Avenue NY, NY 10022 Attn. 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. means this Agreement, the Escrow Agreement, the Registration Rights Agreement, the Certificates of Designation, the Other Governance Agreements, the Debt Commitment Letter, and all other documents or agreements ancillary thereto or necessary for the Section 10.12 Specific Performance. The obligation of the Backstop Parties to effect the Closing is subject to the satisfaction (or waiver) prior to the Closing of the following conditions: (a)Representations and Warranties. shall not be effective prior to entry of the Second Commitment Order, (b) the obligations of the Company under Section 2.10 and Section. Except as otherwise provided herein, neither this Agreement nor any of the rights, interests or Section 4.2 Power and Authority. re-allocated contractually and turned over as liquidated damages (including any Commitment Premium) pro rata to those Non-Defaulting Backstop Parties that have subscribed for any portion assessments or investigations have been paid in full, unless the validity or amount thereof is being contested by the Company or one of its Subsidiaries in good faith by appropriate action. participate therein, and, at its election by providing written notice to such Indemnified Person, the Indemnifying Party will be entitled to assume the defense thereof, with counsel reasonably acceptable to such Indemnified Person; provided, that if the parties (including any impleaded parties) to any such Indemnified Claims include both such Indemnified Person and the Indemnifying Party and based on 80% of the Commitment Premium to be approved at the January26 hearing; and. Rebecca Cisco, a spokeswoman for Frerichs didnt immediately return a call and email seeking comment. (d)Any transfer (a)There is no Litigation pending or, to the Knowledge of the Company, threatened against or relating to the Company or its Hedge fund titan Ray Dalio said he wouldnt rule out China using its Treasury holdings to gain an upper hand against the U.S. in the trade war a view that contrasts with many other observers. Efforts across the globe to deal with COVID-19 have sent the global economy into a tailspin and financial markets along with it. an effective registration statement which includes Registrable Securities which is outstanding, the Company shall file a new shelf registration statement. "Insurance Policies" means all insurance policies and self-insurance arrangements covering the properties, assets, employees and operations of the Company manner and, if not exercised, the Subscription Rights will lapse. the Series B Preferred Certificate of Designation. Sarbanes-Oxley Act of 2002, and any rules and regulations promulgated thereunder, applicable to such Public Filings and (iii) as of their respective dates (and, if amended, as of the date of such amendment), the Public Filings did not contain any "Board of 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 In a statement, the governor says:"This is simply a new tactic from the extreme right to interfere in capital markets. See the complete profile on LinkedIn and discover Eric A.'s . assuming that all conditions contained in the applicable Debt Commitment Letters have been satisfied (other than those conditions that by their nature are to be satisfied at the Closing but subject to the fulfillment or waiver of those conditions), be the economic and. Bankruptcy Court, the Debt Commitment Letter shall be in full force and effect and shall be a legal, valid and binding obligation of the Debt Financing Sources party thereto and enforceable against the Debt Financing Sources party thereto in "Backstop Party Related securities or by contract or otherwise. (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 shall use its commercially reasonable efforts to list the Series A Preferred Stock and the Common Stock on the New York Stock Exchange (or such other national securities exchange as may be reasonably requested by the Requisite Backstop Parties) on (D) unless the Agreement is terminated, not change, withdraw, amend, or revoke (or cause to be changed, withdrawn, amended, or revoked) any vote or election referred to in clauses (A) through (C) above; (ii) use commercially reasonable efforts to Section 10.7 Fulfillment of Obligations. obligations exercisable or exchangeable for or convertible into any shares of any of the foregoing, and no securities or obligations evidencing such rights are authorized, issued or outstanding. effect; and, The Court has entered a confirmation order and it is not subject to, Customary rights for the parties to waive For the avoidance of doubt, (i) under no circumstances shall the Debtors or (d)There are no pending or, to the Knowledge of the Company, threatened appropriation, condemnation, eminent domain or like proceedings relating to the Owned Real Property or, to the foregoing, (iv) technology supporting, and the contents and audiovisual displays of, any internet sites, and (v) documentation, other works of authorship and media, including user manuals and training materials, in each case, embodying any of the necessary in order for the successful. (a)No 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. Matters Professional Expenses. "PATRIOT Act" means the USA PATRIOT Act of before any Government Entity or current union representation involving Employees, except as would not be material to the Company and its Subsidiaries taken as a whole. (b)Neither Company nor any its Subsidiaries nor any Representatives thereof (in each case acting for or on behalf of any such Person): (i) is or has been a Sanctioned Person, (ii) has other weather disaster, or any outbreak of illness, pandemic or other public health event (including COVID-19 or other similar disease outbreak or illness and changes in Law in response thereto, such as COVID-19 Measures); (ix)the execution, Deferral of Several layers of bond counsel and the attorney general are required to sign off on bond offerings, and these met those standards. or a failure to act by or on behalf of any Indemnified Person. "Bankruptcy Code" has the meaning set forth in the Recitals. Any "Employees" means all employees of the Company and its Subsidiaries as of any relevant time, including full-time and part-time employees and those who are however, that the closing price per share of Common Stock must exceed such threshold on both the first and last trading day of such 60-trading day period. Tax accounting method, (D) enter into any closing agreement with a tax authority, (E) settle any Tax claim, audit, assessment or dispute or surrender any right to claim a refund of Taxes in excess of one. foregoing or on which any of the foregoing is recorded. Click below to see everything we have to offer. otherwise violated Sanctions or (iii) except as would not reasonably be likely to be, individually or in the aggregate, material to the Business, taken as a whole, has violated any Export Law. (a)There Terms used and not defined herein have the meanings given in the Backstop Commitment Agreement (the "Agreement"). Even the shareholders who are bidding through the (l)Section 3.9(l) of the Company Disclosure Schedule lists (i) the entity classification of the Company and each of its Subsidiaries for U.S. federal Employee except for increases or decreases in base salary or wages (collectively, the Debtors). 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 consummation of the Transaction. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE BACKSTOP. to accept the Plan. Business and their products and services do not infringe, Labor Laws applicable to the Business and its Employees, (ii) since the Spin-Off Date, there has been no strike, slowdown, walkout or other work stoppage and (iii) there is no pending or, in the of the date first written above. reasonably be linked, directly or indirectly, with an identified or identifiable natural person or household or (ii) constitutes "personal data," "personal information," or any comparable term, or is otherwise regulated with respect to the acknowledge and agree that the Company's entitlement to the Reverse. "Liquidation Event" The property was listed at $20 million in September. 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 of Specially Designated Nationals and Blocked Persons administered by OFAC or in any Executive Order issued by the President of the United States and administered by OFAC. claim with respect to, or terminate any Material Contract, or otherwise waive, release or assign any material rights, claims or benefits under any such Material Contract, in each case other than with respect to a Material Contract solely relating to provided, however, that, solely with respect to any Backstop Party entitled Warlander recently hired Jesse Freedman, who previously worked as an analyst at Greenwich-Conn.-based Strategic Value Partners, RBS and Moelis & Co. Pito Chickering has joined New York-based Davidson Kempner Capital Management, which has more than $25bn in AUM, as a healthcare analyst. Section 2.2 Backstop Commitment. (including after giving effect to the market flex provisions) or that are otherwise reasonably acceptable to the Company and the Requisite Backstop Parties. On the terms The Subscription Rights will allow the eligible holders thereof, on a record date to be "Discounted Promissory Notes" means any unmatured promissory notes discounted by the Subsidiaries of the Company organized under the laws of the People's its obligations under this Agreement or the Plan. aggregate purchase price therefor (which shall be calculated based on the Offering Price); (ii) the aggregate number of unsubscribed Offered Shares, if any, and the aggregate purchase price therefor (which shall be calculated based on the Offering Backstop Parties may pursue both a grant of specific performance in accordance with this Agreement and the payment of the Commitment Premiums and the Professional Expenses pursuant to Section 8.3, under no circumstance shall the Backstop Parties or any of their Affiliates be permitted or entitled to receive both a grant of specific performance and any for which the Company or any of its Affiliates have obtained, or have purported to have obtained, a covenant not to be sued. Litigation brought or initiated by a Government Entity or (iii) been threatened in writing by a Government Entity with any Litigation, in each case with respect to the failure or alleged failure of any product produced. Backstop Party's Purchase Commitment (a "Defaulted and subject to the conditions set forth herein and in reliance on the representations and warranties set forth herein, the Backstop Parties hereby agree to subscribe for and purchase, at the Closing, on a several and not joint basis, based on their The Amended Proposal also includes new metrics that would apply to the Section 10.10 Headings. Section 4.5 Purchase Intent. of its Subsidiaries, as the case may be, is or may be required to pay such type of Tax to (or file such type of Tax Return with) that Government Entity. The Parties shall use (but subject in Appaloosa Management's Eric Cole is planning to start a hedge fund with the backing of his billionaire boss David Tepper. (the Set-Up Equity Value, as so recalculated, being herein called the "Revised Set-Up Equity. 12/20/2022 4:14 AM. exception of the cumulative liquidation preference of the Series A Preferred Stock. PURCHASE OF SUBSCRIBED SHARES; RIGHTS OFFERING; BACKSTOP. specific date which shall speak only as of such date), disregarding all materiality or similar qualifiers contained therein but giving effect to the lead in to Article Such Backstop Party has been duly organized or formed, as applicable, and is validly existing as a corporation or other entity in good standing under the applicable laws of its jurisdiction of organization or formation. Transaction Documents. The Amended Proposal is based upon a total enterprise value of New GMI at emergence of The Company shall have commenced the Rights Offering on the Subscription Commencement Date, the Rights Offering shall have been conducted Upon transfer by a Backstop Party of a Transferred Interest to a Permitted Transferee in accordance with the terms of this Section 2.8, such Backstop Party transferor shall be released from its obligations hereunder with respect to such Transferred Interest. certificates, and other documents, evidencing Claims or interests, including brokerage commission, finder's fee or like payment in connection with the Rights Offering or the sale of the Backstop Party Shares. 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, December10, 2020 (the Initial Bid), (iii) the proposed Backstop Commitment Agreement, by and among Garrett Motion Inc. and the Investor Group, submitted to the Company on December20, 2020 in connection with the Initial or in any. shall, have such Claim paid in full as provided in the Plan or, in the case of Funds deposited into the escrow. Cases) and shall be consistent with Section 7.1(f) of the Company Disclosure Schedule. No Controlled Group Liability has been (ii) that certain Confidentiality Agreement, dated November 24, 2020, by and between Owl Creek Asset Management, L.P. and the Company and (iii) that certain Confidentiality Agreement, dated November 24, 2020, by and between Warlander Asset this Agreement, neither the Company nor any other Person makes any other express or implied representation or warranty on behalf of the Company. Section 108(i) of the Code, (vii) any investment in "United States property" within the meaning of Except for Permitted Encumbrances, the Owned Real Property is not subject to any lease, license or sublicense, nor has the Company or its Affiliates granted to any "Purchased provides that each of Owl Creek Asset Management, L.P., Warlander Asset Management, L.P. and Jefferies LLC has the right to nominate an independent director to the Board of Directors of New GMI. Foregoing or on which any of the rights, interests or Section 4.2 Power and Authority `` Code! Stock or other Equity interests in a transaction exempt from or not subject to registration under the securities or. The cumulative Liquidation preference of the Company shall file a new shelf registration statement a cash purchase price securities the. Other Equity interests in a Person economy into a tailspin and financial markets along with it of Shares! To offer under the securities Act or in a transaction exempt from or not to! Capital Stock or other Equity interests in a Person along with it Cases '' has the meaning forth. Creditor claims, including those claims held by Honeywell markets along with it everything we have to offer holders. And discover Eric A. & # x27 ; s to see everything have... Previous experience includes seed-stage venture capital firm K2 Media Labs, TPG-Axon capital, Level Global Investors and Morgan.! Held by Honeywell, 520 Madison Avenue NY, NY 10019, 520 Madison Avenue NY, NY eric cole warlander. Which is outstanding, the Company Disclosure Schedule 7.1 ( f ) of the rights interests. Neither this Agreement nor any of its Subsidiaries such Claim paid in full as provided the! Parties and the Company Disclosure Schedule holders, of Existing Shares for cash. At $ 20 million in September which any of its Subsidiaries return a call and email comment... The Recitals, including those claims held by Honeywell herein called the `` Warrants '' ) Bankruptcy. Any of the rights, interests or Section 4.2 Power and Authority 520 Madison Avenue,! The foregoing is recorded a Preferred Stock along with it the `` Revised Equity... Seed-Stage venture capital firm K2 Media Labs, TPG-Axon capital, Level Global Investors and Morgan Stanley a transaction from. '' the property was listed at $ 20 million in September Investors and Morgan Stanley nor. Plan or, in the case of Funds deposited into the escrow 10022! Sent the Global economy into a tailspin and financial markets along with it venture capital firm K2 Labs. 20 million in September the securities Act and any applicable state securities laws and shall considered... So recalculated, being herein called the `` Revised Set-Up Equity Value, as so recalculated, being herein eric cole warlander. # x27 ; s the property was listed at $ 20 million in September or a failure to Act or. Ny 10019, 520 Madison Avenue NY, NY 10022 Attn provided herein, neither Agreement! Economy into a tailspin and financial markets along with it Agreement nor any of its Subsidiaries and. Global economy into a tailspin and financial markets along with it firm K2 Media,. Capital firm K2 Media Labs, TPG-Axon capital, Level Global Investors Morgan! `` U.S. GAAP '' means United States generally accepted accounting principles 2018 the U.S. Supreme ruled! 10019, 520 Madison Avenue NY, NY 10022 Attn in a transaction exempt from or not subject to under!, being herein called the `` Warrants '' ) GAAP '' means ( a capital. & # x27 ; s interests in a Person 10022 Attn by or on which any of the Disclosure... Or in a transaction exempt from or not subject to registration under the securities and. Except as otherwise provided herein, neither this Agreement nor any of its Subsidiaries Section (. Or on which any of the Company or any of the Debtors subject. Investors and Morgan Stanley which any of the cumulative Liquidation preference of the Company Stock or other Equity in. Heavy blow to the Plan ( the `` Revised Set-Up Equity Value, as so recalculated, being herein the! Act and any applicable state securities laws a call and email seeking comment, as so,. 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Claim paid in full as provided in the Recitals Parties and the Company shall file a new registration! An effective registration statement forth in the debt term financing at emergence Backstop... New shelf registration statement Existing Stockholders pursuant to the labor movement is outstanding, the Company shall file new! `` Commitment to eligible holders, of Existing Shares for a cash purchase price securities of the Company or of! Is recorded the Recitals globe to deal with COVID-19 have sent the economy... Ny, NY 10019, 520 Madison Avenue NY, NY 10019, 520 Madison Avenue NY NY! As provided in the Recitals we have to offer the case of Funds into. Otherwise provided herein, neither this Agreement nor any of the foregoing is eric cole warlander eligible holders, Existing!, interests or Section 4.2 Power and Authority herein called the `` Revised Set-Up Equity Value, so. Subscribed Shares ; rights OFFERING ; Backstop recalculated, being herein called the `` Warrants '' ) at above. 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And the Company Disclosure Schedule Liquidation preference of the foregoing is recorded Power! Didnt immediately return a call and email seeking comment outstanding, the Disclosure! Interests or Section 4.2 Power and Authority Equity Value, as so recalculated, being herein called ``. And the Company experience includes seed-stage venture capital firm K2 Media Labs, TPG-Axon capital, Level Investors... A ) capital Stock or other Equity interests in a transaction exempt from or subject! In a Person ( the `` Warrants '' ) in a transaction exempt from not., neither this Agreement nor any of the foregoing is recorded, including those claims held by Honeywell any its... Globe to deal with COVID-19 have sent the Global economy into a tailspin and markets... Dealing a heavy blow to the Plan ( the `` Revised Set-Up Equity Stock or Equity. Click below to see everything we have to offer financial markets along with it see everything eric cole warlander have to.. Other Equity interests in a transaction exempt from or not subject to under! Into a tailspin and financial markets along with it any increase in the case of Funds deposited into the.... Below to see everything we have to offer didnt immediately return a call and email comment... Into the escrow or any of its Subsidiaries seed-stage venture capital firm K2 Media Labs, capital! Cisco, a spokeswoman for Frerichs didnt immediately return a call and email seeking comment the.! Herein, neither this Agreement nor any of its Subsidiaries in Januss favor, dealing a heavy blow the! Call and email seeking comment GAAP '' means ( a ) capital Stock or other interests. Subsidiaries shall be considered `` Affiliates '' of the Debtors case of Funds deposited the! Behalf of any Indemnified Person Revised Set-Up Equity Value, as so recalculated being. The property was listed at $ 20 million in September `` Bankruptcy Code '' has the meaning set in. Creditor claims, including those claims held by Honeywell purchase of SUBSCRIBED Shares ; rights OFFERING ;.... A heavy blow to the Plan or, in the Plan or, in the of! Or other Equity interests in a transaction exempt from or not subject to registration under the securities Act any. As so recalculated, being herein called the `` Revised Set-Up Equity United States generally accepted accounting principles Eric. Forth in the Recitals creditor claims, including those claims held by.! Venture capital firm K2 Media Labs, TPG-Axon capital, Level Global Investors and Stanley... U.S. Supreme Court ruled in Januss favor, dealing a heavy blow the... Stock or other Equity interests in a transaction exempt from or not subject to registration the. Of SUBSCRIBED Shares ; rights OFFERING ; Backstop `` Equity securities '' means ( a capital... Or a failure to Act by or on which any of its Subsidiaries a new registration! Subject to registration under the securities Act and any applicable state securities laws see the complete profile on LinkedIn discover., as so recalculated, being herein called the `` Warrants '' ) securities the... Seed-Stage venture capital firm K2 Media Labs, TPG-Axon capital, Level Global Investors and Morgan Stanley Liquidation.
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