Definitive Documentation. (c) "Definitive Documentation" means the definitive documents and agreements governing the Restructuring, and shall include every material order entered by the Bankruptcy Court, and every pleading, motion, proposed order, or document filed by the Company, in each case material to this Restructuring at any point prior to termination of this Agreement including, without limitation: (i) the Plan (and all exhibits thereto) and the confirmation order with respect to the Plan (the "Confirmation... Order"); (ii) the Disclosure Statement (and all exhibits thereto) and the order approving the Disclosure Statement (the "Disclosure Statement Order"); (iii) the solicitation materials with respect to the Plan (collectively, the "Solicitation Materials"); and (iv) any documents or agreements in connection with the reorganized Company after the date the Plan becomes effective (the "Plan Effective Date"), including, without limitation, any amended certificates of incorporation or similar organizational documents, or other related transactional or corporate documents. The Definitive Documentation identified in the foregoing sentence remains subject to negotiation and shall, upon completion, contain terms, conditions, representations, warranties, and covenants consistent with the terms of this Agreement. Any document that is included within the definition of "Definitive Documentation," including any amendment, supplement, or modification thereof, shall be in a form and substance reasonably satisfactory to Soros, provided that corporate governance for reorganized VM or any of its subsidiaries, including charters, bylaws, operating agreements, or other organization or formation documents, as applicable, shall be consistent with section 1123(a)(6) of the Bankruptcy Code, as applicable, and in form and substance acceptable to Soros in its sole discretion. The Company acknowledges and agrees that it will provide advance draft copies of all Definitive Documentation at least five (5) days prior to the date when the Company intends to file any such pleading or other document (and, if not reasonably practicable, as soon as reasonably practicable prior to filing) to Weil, Gotshal & Manges LLP ("Weil"), as counsel to Soros, and shall consult in good faith with Weil regarding the form and substance of any such proposed filing.View More
Definitive Documentation. The documents (including any related agreements, instruments, schedules, or exhibits) that are necessary or desirable to implement, or otherwise relate to, the Restructuring, including this Agreement, the Plan, the Disclosure Statement, the Confirmation Order, the Interim DIP Order (as defined below), the Final DIP Order (as defined below), the DIP Credit Agreement, and the agreements, instruments, and other documents to be negotiated and, if mutually agreeable to the appropriate Parties,... entered into on or prior to the deadline set forth in Section 3(c), to implement and consummate the transactions contemplated by the Plan Term Sheet, the Lease Amendment Term Sheet, the New Moly Operating Agreement Term Sheet, and the POSCO Term Sheet.View More
