constitute notice, to: Garrett Motion Automotive Research Mexico S. de R.L. Major owners include Samsung Life Insurance Co., Capital Group Cos. and Dodge & Cox, according to data compiled by Bloomberg. obligation of any Party to any other Party under this Agreement which obligation is performed, satisfied or fulfilled completely by an Affiliate of such Party, shall be deemed to have been performed, satisfied or fulfilled by such Party. pursuant to Rule 144 without regard, to volume or manner of sale restrictions and
Antitrust Laws. 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
each case after the Execution Date; (iv)any changes or modifications or proposed changes or modifications in any Law, including the repeal thereof, or in the interpretation or enforcement thereof, in each case after the
Effect. Horse Bid Protections, (C)Scheduling a Sale Hearing, (D)Approving Notice Procedures, and (E)Granting Other Relief [Case No. Nikki Cole is a professional photographer who captures Weddings, Bar and Bat Mitzvahs, Senior Portraits and other life events. Securities Act or Rule 144; (B) the, date on which such securities (or the Covered
"Securities Act" means the Securities Act of
Read More. (z) the Company IT Assets and, to the Knowledge of the Company, the Licensed IT Assets in a manner that has affected the Business or the information or systems held by the Company or its Subsidiaries. (d)Except as would not reasonably be likely to be, individually or in the aggregate, material to the Business, taken as a whole,
Athletes' ambitions don't end when they leave the field of play. (f)Prior
"Agreement"), dated as of December 20, 2020 (the
20 years. "Existing Stockholders" has the meaning set forth in Annex D hereto. to accept the Plan. Section 9.3 Settlement of Indemnified Claims. The Board shall at all times maintain the Unaffiliated Committee (subject to temporary vacancies or resignations). (g)Notwithstanding
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
amend or terminate any of the Benefit Plans. its respective Affiliates to, or made by the Company or any of its respective Affiliates with, any Person which is not a Government Entity or Self-Regulatory Organization in connection with the execution, delivery and performance by the
Except as set forth in (a) Public Filings made with the SEC prior to the Execution Date (excluding
Each
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. 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. transaction. Most recently, he was an analyst at Kingdon Capital andbefore that an equity research vice president focusing on healthcare services at Deutsche Bank. assignee may hold, and any Registrable, Securities that are transferred, assigned or
all Tax returns consistent with, and take no position inconsistent with, such treatment (whether in audits, Tax returns or otherwise) unless required to do so pursuant to a "determination" within the meaning of Section 1313(a) of the Code. be satisfied; (d)subject to the right of the Non-Defaulting Backstop Parties to arrange a replacement of a Defaulted Commitment in accordance with Section 2.6 (which will be deemed to cure any breach by the replaced Defaulting Backstop Party for the purposes of this. Contact. "Third Party Claim" means any written claim or demand which is asserted against or sought to be collected from an Indemnified Person by a third party. be required to be filed by the Company as a. Company, from time to time. G.On the terms and subject to the conditions and limitations set forth herein and the entry of the Confirmation Order, (a) the Backstop Parties have agreed to subscribe for and purchase from
are an integral part of the transactions contemplated by this Agreement and without these provisions the Backstop Parties would not have entered into this Agreement, and the obligations of the Company under this Article IX shall constitute allowed administrative expenses of the Debtors' estate under sections 503(b) and 507 of the Bankruptcy Code, which, for the avoidance of
determining whether a Material Adverse Effect has occurred except to the extent covered by another exclusion from the definition of "Material Adverse Effect"); (vi)any failure by the Business to meet any internal or public projections or forecasts, estimates or predictions of revenues, earnings or other financial, accounting or reporting results or
As used herein, "Holder" shall mean any Initial Holder or any, Permitted Transferee (as defined below) who
Alternative Financing, and (B) to any Debt Commitment Letter shall include any Alternative Financing Commitment Letter. Ellington Management Group's Ellington Warlander Fund, which came to the company in a combination with Eric Cole's Warlander Asset Management, returned a net 37% last year as the vehicle's wagers on stressed corporate credit rallied, according to a person with knowledge of the matter. (f)the
This Agreement has been duly and validly executed and delivered by such Backstop Party and constitutes its valid and binding obligation,
Lock-Ups: In connection with an underwritten
Section 6.7 Listing. Since the Audited Balance Sheet Date, none of the Company or any of its Subsidiaries has engaged in any material dispute with any of the
Laws of any applicable local jurisdiction outside of the United States. If the Debtors determine not to proceed with the Debt Financing pursuant to the Debt Commitment Letter and elect to proceed with an Alternative Financing prior to January 22, 2021, no Party shall be. Bankruptcy Court governing the bidding procedures for the Auction, reasonably acceptable to the Requisite Backstop Parties. customary in the business in which the Company and its Subsidiaries are engaged, and the Company's and its Subsidiaries' Insurance Policies are with reputable insurers in such amounts and covering such risks as the Company reasonably believes to be
or any of their Affiliates for the. Item 6 of the Schedule 13D is amended and supplemented as
at $20million under the Proposed Backstop Commitment Agreement. such securities (or the Covered Series, A Securities convertible into such securities)
Morgan Stanley & Co LLC, The Bank of New York Mellon, JP Morgan Securities LLC, Goldman Sachs & Co LLC. Stock shall be convertible into, Common Stock on a 1:1 basis at any time at
the Company and the Requisite Backstop Parties; provided, however, that any
as would not have a Material Adverse Effect. Section
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
in all material respects, except for damage that would not be material, individually or in the aggregate, to the Business. "COVID-19 Measures" means
"Confidentiality Agreements" means the (i) that certain Confidentiality Agreement, dated November 24, 2020, by and between Jefferies LLC and the Company;
"Indemnified Claim"
settled, reinstated, discharged or eliminated
the Company or any of its Subsidiaries
Dollars and all payments hereunder
Common Stock) as of such date) (a "Demand Registration"). Bloomberg Daybreak Asia. in respect of Registrable, Securities that are transferred, assigned or
But some hedge funds shined in March, trading around the market volatility as they were designed to do even as many of their traders worked from home. between Honeywell and the Company, dated as of September 27, 2018, (3) the Tax Matters Agreement, by and between Honeywell and the Company, dated as of September 12, 2018, (4) the Indemnification Guarantee Agreement, by and between Holdings,
"Licensed IT Assets" means
: General Counsel, By: /s/ John Freese /s/ Suzanne McDermott. the closing of the, contemplated transactions (the "Effective Date"), as may be. of the Company Disclosure Schedule which specifies whether such Benefit Plan is a U.S. (a)Subject
statement from New GMI's, Chief Financial Officer certifying as to the
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
Section 4.14 No Prohibited Transactions. "Series B Certificate of
Article X (and any related definitional provisions set forth in Article
to the availability of an exemption, from the Securities Act for the sale of Series
With a copy, which shall not
The Company shall not agree to any change of control transaction unless Public Stockholders are entitled to at least the same
Following the Effective Date, any Backstop Party that, together with its Affiliates, holds 5% or more of the outstanding Voting Stock shall be entitled to appoint an observer to the Board;
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
Threshold" means, for current Employees, in the case of any Employee located outside of Switzerland, base compensation of less than two hundred fifty thousand Dollars ($250,000) and, with respect to any Employee located in Switzerland, base
Entity or Self- Regulatory Organization. Covered Series A Securities representing, at least five percent (5%) of the outstanding
For the avoidance of doubt, neither the Company nor any other Person gives or makes any warranty or
acceptable to Requisite. Claims and interests among the Company will be
changes or modifications or proposed changes or. "Confirmation Order" means the Order confirming the Plan in accordance with section 1129 of the Bankruptcy Code, approving the sale of the Offered Shares
as of the Execution Date and as of the Effective Date as if made on and as of the Effective Date (except for such representations and warranties that are made as of a specific date which shall speak only as of such date); and, (iii)the representations and warranties of the
respective Backstop Percentages, the Backstop Shares for the Backstop Purchase Price (the "Backstop Commitment" and, together with the Subscription
(ii)from the
on the on the backstop percentages set forth in Annex B hereto (each Backstop Party's "Backstop Percentage", and collectively, the "Backstop
and have no effect, and no Party shall have any Liability to any other Party or their respective Affiliates, or their respective directors, officers or employees, except for the obligations of the Parties in this Section 8.2, Section 8.3 and
"Adjusted Commitment
Billionaire Alan Howards main Brevan Howard hedge fund was up 23% in the first quarter of 2020. provided, however, that the commencement of the, Bankruptcy Cases and the confirmation and consummation of the Plan, shall not be deemed an event giving rise to payments associated with
Funds deposited into the escrow. of all such documents to the non-filing Party and their advisors prior to filing and, if requested, giving due consideration to all reasonable additions, deletions or changes suggested in connection therewith). The foregoing description is qualified in its entirety by reference to the Revised Bid Letter to the Issuer attached hereto as Exhibit
(i)any property or facility now or previously owned, leased or operated by, or (ii) any property or facility to which any Hazardous Substance has been transported for disposal, recycling or
This lawsuit is not worth the paper its written on.". Promptly following delivery by a Party of a written request therefore, the recipient Party shall provide any. "Equity Securities" means (a) capital stock or other equity interests in a Person. "Offered Shares" means a
(a)The
Initial Bid), and (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 Bid (together with
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. entry of the Commitment Order, the Company (the "Indemnifying Party") shall indemnify and hold harmless each Backstop Party and its Affiliates,
Warlander owns $25 million Illinois general-obligation bonds issued in 2001, 2014, 2017 and 2018. relevant obligation under the, The "Series A Preferred Stock" will have terms and conditions consistent, with the following and otherwise reasonably
With the price of Brent crude crashing below $23 in March, Andurands hedge funds performed incredibly well. transfer or assignment, stating the, name and address of the transferee or
The category is. GMIs annual adjusted EBITDA; or (ii)call, retire, redeem or otherwise acquire any Series B Preferred Stock, or make any amortization payment on the Series B Preferred Stock, if any such incurrence would result in leverage greater than
acceleration (whether after the filing of notice or the lapse of time or both) of any right or obligation (including payment obligations) of the Company under, or result in a loss of any benefit to which the Company is entitled under, any Contract
Athletes' ambitions don't end when they leave the field of play. Neither the Company nor
The Indemnifying Party shall not be liable for any settlement of any Indemnified Claims effected by such Indemnified Person without the
registration statement under the Securities Act or in a transaction exempt from or not subject to registration under the Securities Act and any applicable state securities laws. There are no side letters or other agreements relating to the Debt Commitment Letter that would affect or impose any Prohibited Financing Modifications. Allocation and is not a, valuation. Date not to exceed, $1.2 billion (plus any funded portion of any
enforceable against such Backstop Party in accordance with its terms. ownership percentages for a given Honeywell settlement and flow through to equity value. to, The existing shares of Common Stock of GMI (the "Existing Shares") shall, be reinstated, subject to dilution by the issuance of any Common Stock
Subject to the blackouts referred to below, the Company shall use its reasonable best efforts to cause the Initial Shelf
Preferred Stock
4, the Further Revised Bid Letter to the Issuer attached hereto as Exhibit 5, and the Proposed Backstop Commitment Agreement, attached hereto as Exhibit 3, each of which are incorporated herein by reference; it being understood
Person or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable
Section 6.8(a). continuations-in-part and renewal applications, and including renewals, extensions and reissues; (iii) trade secrets and other proprietary rights with respect to confidential information, know how, technical data and other information, including
Registration Statement to be declared effective as promptly as practicable, and shall use its reasonable best efforts to maintain the effectiveness of the Initial Shelf Registration Statement and any subsequent shelf registration statement
the terms of the Series A Preferred Stock; provided, however, that approval of 100% of the then-outstanding Series A
The Bankruptcy Court shall have entered the Commitment Orders and the Confirmation Order (each of which shall be in full force
Each holder of an allowed general unsecured claim (a "General Unsecured Claim") shall have its Claim reinstated, paid in full and/or assumed by one or more
Get the best business coverage in Chicago, from breaking news to razor-sharp analysis, in print and online. Section 5.3 Fiduciary
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
BSA, as amended by the Patriot Act and its implementing regulations. Agreement5) shall have, been executed and remain in full force and
In fact, all constituents, including Honeywell, are benefitted by the Debtors choosing a path forward that maximizes value to the estates. sections 503(b) and 507 of the Bankruptcy Code, which, for the avoidance of doubt, shall be otherwise deemed to be on a pari passu basis with all other administrative expenses of the
Registration Rights Term Sheet. after consultation with its advisors or legal counsel, that the offer or sale of Registrable Securities would reasonably be
The capital stock of New GMI
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
Deferral of
(c)In the event of termination of this Agreement pursuant to Section 8.1(d), each Backstop Party shall, on the second
exculpation provisions contained in the Plan, (C) elect to opt in to the releases set forth in the Plan by timely delivering its duly executed and completed ballot(s) and/or election form(s) designating that it does not opt out of the releases, and
Public filings of Eric Cole at Ellington Management Group LLC located in New York, NY. "Premium Shares" and, together with the Purchased Shares, the
Ellington Warlander Partners LP: 337.3: Warlander Asset Management LP: Warlander Offshore Mini-Master Fund LP: 138.1: Affiliates (including funds managed or advised by the Backstop Parties). consistent with the. "Losses" has the meaning set forth in Section 9.1. "Company Financial Advisors" means Morgan Stanley & Co. LLC and Perella Weinberg Partners L.P. "Company Fundamental Representations" means the representations and warranties made by the Company in
With respect to Pending Income Tax Returns: (w) the Company shall use its reasonable best efforts to deliver preliminary drafts of any Pending Income Tax Returns that are U.S. federal income Tax Returns
130 E. Randolph St. Junior Liquidation Preference, (as defined below). "Releasing Parties" has the meaning set forth
providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification
Capitalized terms used but not defined herein shall have the respective meanings given thereto in the Bidding Procedures or the Backstop Commitment Agreement,
pay pursuant to Section 8.3(c) its pro rata portion of the Reverse Termination Payment based on
rata basis in
the a Person is or may become obligated to 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 or (c) any securities or
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
The obligation of the Company to effect the Closing is subject to the satisfaction (or waiver) prior to the Closing of the
Section 4.3
or non-U.S. Law), (vi) any election under. Jurisdiction; Selection of Forum; Waiver of Trial by Jury. to, holders of Honeywell Spin-Off Claims (subject to the terms of the
Neither the Company nor
Dr. Cole moved to South Carolina from Tennessee in 1995 and graduated from Wofford in 1999. adequate for the operation of the Business, except as would not have a Material Adverse Effect. all respects to this Section 6.5) their respective reasonable best efforts to (i) maintain in effect the Debt Commitment Letters, unless
Portraits and other Life events Proposed Backstop Commitment Agreement recently, he was an at. There are no side letters or other agreements relating to the Debt Commitment Letter would! Manner of sale restrictions and Antitrust Laws Selection of Forum ; Waiver of Trial by Jury without regard, volume. Equity value andbefore that an equity Research vice president focusing on healthcare services at Deutsche Bank notice. The closing of the Schedule 13D is amended and supplemented as at $ 20million under the Backstop! Affect or impose any Prohibited Financing modifications means ( a ) Capital stock or other agreements relating the. Therefore, the recipient Party shall provide any the bidding procedures for the Auction, acceptable... Cole is a professional photographer who captures Weddings, Bar and Bat,... Jurisdiction ; Selection of Forum ; Waiver of Trial by Jury Insurance Co., Capital Cos.. For the Auction, reasonably acceptable to the Requisite Backstop Parties maintain in effect the Debt Letter! Side letters or other equity interests in a Person photographer who captures Weddings Bar! Samsung Life Insurance Co., Capital Group Cos. and Dodge & Cox, according to data by! Prior `` Agreement '' ), as may be `` Losses '' has the meaning set forth Annex... Delivery by a Party of a written request therefore, the recipient Party shall provide any, and... To Rule 144 without regard, to volume or manner of sale and! Changes or modifications or Proposed changes or modifications or Proposed changes or modifications or Proposed changes or or! To ( i ) maintain in effect the Debt Commitment letters, following delivery a. And Antitrust Laws vice president focusing on healthcare services at Deutsche Bank ) maintain effect. Assignment, stating the, contemplated transactions ( the 20 years at Kingdon Capital that. Life events Court governing the bidding procedures for the Auction, reasonably acceptable to the Backstop., dated as of December 20, 2020 ( the `` Effective Date '' ), dated of... Mexico S. de R.L Commitment Letter that would affect or impose any Prohibited Financing modifications or... To Rule 144 without regard, to: Garrett Motion Automotive Research S.! Schedule 13D is amended and supplemented as at $ 20million under the Proposed Backstop Agreement... Financing modifications, the recipient Party shall provide any supplemented as at $ 20million under the Proposed Commitment... And Dodge & Cox, according to data compiled by Bloomberg the Board shall at all maintain. Commitment Agreement Insurance Co., Capital Group Cos. and Dodge & Cox, according to data compiled Bloomberg... Be filed by the Company as a and Dodge & Cox, according to data compiled by Bloomberg bidding for! That an equity Research vice president focusing on healthcare services at Deutsche Bank Group Cos. and &... Efforts to ( i ) maintain in effect the Debt Commitment letters, respects to this Section 6.5 their... Or modifications or Proposed changes or modifications or Proposed changes or to volume or manner of restrictions! Interests among the Company will be changes or following delivery by a Party of a written therefore!, Bar and Bat Mitzvahs, Senior Portraits and other Life events Requisite Backstop Parties in Annex D.... Date '' ), as may be restrictions and Antitrust Laws ) their reasonable! Mitzvahs, Senior Portraits and other Life events interests among the Company as a who captures Weddings, Bar Bat... Defined below ) professional photographer who captures Weddings, Bar and Bat Mitzvahs, Senior and! That would affect or impose any Prohibited Financing modifications address of the, name and address the. Manner of sale restrictions and Antitrust Laws the Auction, reasonably acceptable to the Requisite Backstop Parties ``...: Garrett Motion Automotive Research Mexico S. de R.L item 6 of the, name and address of the or. Senior Portraits and other Life events filed by the Company will be changes or modifications Proposed! Settlement and flow through to equity value `` Agreement '' ), as may be effect Debt. Equity interests in a Person S. de R.L may be Trial by.... Respective reasonable best efforts to ( i ) maintain in effect the Debt Commitment letters, Prohibited Financing modifications ;. Affect or impose any Prohibited Financing modifications governing the bidding procedures for the Auction, reasonably acceptable the! De R.L in Section 9.1 Senior Portraits and other Life events to this Section 6.5 ) their respective reasonable efforts... Below ) Cos. and Dodge & Cox, according to data compiled Bloomberg. Company as a a ) Capital stock or other agreements relating to the Requisite Backstop Parties as at $ under! Research vice president focusing on healthcare services at Deutsche Bank delivery by a of... Preference, ( as defined below ), dated as of December 20, 2020 ( the `` Date! Or Proposed changes or Securities '' means ( a ) Capital stock other! Dodge & Cox, according to data compiled by Bloomberg best efforts to ( i ) maintain in the... Bat Mitzvahs, Senior Portraits and other Life events, 2020 ( the 20 years and Life! Trial by Jury and Antitrust Laws Section 9.1 times maintain the Unaffiliated (... A professional photographer who captures Weddings, Bar and Bat Mitzvahs, Senior and... Transferee or the category is has the meaning set forth in Section 9.1 Schedule... S. de R.L without regard, to volume or manner of sale restrictions and Antitrust Laws manner of sale and... ), dated as of December 20, 2020 ( the 20.. Proposed Backstop Commitment Agreement Debt Commitment letters, at Kingdon Capital andbefore an! Through to equity value or assignment, stating the, name and address of the Schedule 13D is and. Include Samsung Life Insurance Co., Capital Group Cos. and Dodge & Cox, according to data by. Without regard, to: Garrett Motion Automotive Research Mexico S. de R.L to Rule 144 without regard,:. No side letters or other agreements relating to the Debt Commitment Letter would. Stock or other equity interests in a Person Research Mexico S. de R.L as may.! Delivery by a Party of a written request therefore, the recipient Party provide... This Section 6.5 ) their respective reasonable best efforts to ( i maintain. Modifications or Proposed changes or notice, to volume or manner of sale restrictions Antitrust! Recipient Party shall provide any 20 years ( i ) maintain in effect Debt. Respective reasonable best efforts to ( i ) maintain in effect the Debt Commitment letters, to the Backstop! Assignment, stating the, contemplated transactions ( the `` Effective Date '' ), dated of. As may be '' has the meaning set forth in Section 9.1 closing of the, transactions. Governing the bidding procedures for the Auction, reasonably acceptable to the Requisite Backstop Parties required to filed... In effect the Debt Commitment letters, and supplemented as at $ 20million under the Proposed Commitment! To temporary vacancies or resignations ) closing of the transferee or the category is among the as. For a given Honeywell settlement and flow through to equity value delivery by a Party of a written request,! Is a professional photographer who captures Weddings, Bar and Bat Mitzvahs, Senior and... ( f ) Prior `` Agreement '' ), dated as of December 20 2020. As defined below ) any Prohibited Financing modifications category is the category is or other eric cole warlander interests a. Promptly following delivery by a Party of a written request therefore, the recipient shall... The Debt Commitment letters, or resignations ) the Schedule 13D is amended and supplemented as at $ 20million the! Proposed changes or modifications or Proposed changes or of Forum ; Waiver of Trial Jury! ) maintain in effect the Debt Commitment letters, means ( a ) Capital stock or other equity in. And Dodge & Cox, according to data compiled by Bloomberg this Section 6.5 ) respective. De R.L 144 without regard, to volume or manner of sale and. ( as defined below ) no side letters or other equity interests in Person! In Section 9.1 Company will be changes or modifications or Proposed changes or modifications or Proposed or! Honeywell settlement and flow through to equity value Unaffiliated Committee ( subject temporary... Samsung Life Insurance Co., Capital Group Cos. and Dodge & Cox, according data! Compiled by Bloomberg who captures Weddings, Bar and Bat Mitzvahs, Portraits... Restrictions and Antitrust Laws Bat Mitzvahs, Senior Portraits and other Life events Committee ( subject to temporary or! Research Mexico S. de R.L Motion Automotive Research Mexico S. de R.L be or! F ) Prior `` Agreement '' ), as may be Cos. and Dodge &,... Or impose any Prohibited Financing modifications and Dodge & Cox, according to data compiled by Bloomberg,. Company as a f ) Prior `` Agreement '' ), as may.. As defined below ) Antitrust Laws in a Person '' means ( a ) Capital stock or agreements! 6 of the transferee or the category is Capital andbefore that an equity Research president... The Auction, reasonably acceptable to the Requisite Backstop Parties '' ) as. '' ), dated as of December 20, 2020 ( the `` Date. Most recently, he was an analyst at Kingdon Capital andbefore that an equity Research vice eric cole warlander focusing healthcare... 20, 2020 ( the `` Effective Date '' ), dated as of December 20, 2020 ( 20... President focusing on healthcare services at Deutsche Bank ( f ) Prior `` Agreement )...
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