Violation of the provisions of this MOU, this MOU and the subject matter hereof will be held in confidence and not disclosed by the Advisor to any person, including any Beneficial Owner, except that the Advisor may disclose this MOU and its subject Until such time as this MOU or its subject matter is or becomes generally available to the public other than as a result of a disclosure by the Advisor in Each party shall be responsible for its own fees and expenses incurred in connection with this MOU.Ĭonfidentiality. Neither party shall have any authority to bind the other to any agreement.įees and Expenses. The parties shall not be deemed to be in a relationship of partners or joint ventures by virtue of this MOU nor shall either of them be deemed toīe an agent, representative, trustee or fiduciary of the other. This MOU shall be governed in all respects by the internal laws of the State of Texas without regard to principles of conflicts of law or choice of law. The Advisor is not the beneficial owner of any Notes. Rights of the Beneficial Owners to give specific instructions to the Advisor concerning the disposition of the Advisory Notes or to terminate such power of disposition. That the Advisor has the power of disposition, including the authority to tender the Advisor Notes in the Tender Offer and to consent to the Proposed Amendments in the Consent Solicitation, with respect to all Advisor Notes, subject only to the The Advisor represents and warrants to the Company Representations and Warranties of Advisor. Or upon any such Beneficial Owner terminating the authority of the Advisor to tender the Advisor Notes in the Tender Offer or consent to the Proposed Amendments in the Consent Solicitation.Ĥ. In addition, the Advisor agrees to give notice to the Company in accordance with Section 5.5 upon being instructed by any Beneficial Holder not to tender, or to withdraw the tender of, any Advisor Notes To, the transactions contemplated hereby. Each of the Company and the Advisor agrees to give notice to the other party in accordance with Section 5.5 upon such party’s decision to abandon, or to change its intentions with respect (b) consent to the Proposed Amendments in the Consent Solicitation.ģ. Proposed Amendments having terms substantially similar to the terms that are attached hereto as Schedules I and II, the Advisor intends to, on behalf of the Beneficial Owners, (a) tender the Advisor Notes in the Tender Offer and Based upon the terms of the New Notes and Under which the Notes were issued (the “ Indenture”), such amendments having terms substantially similar to the terms set forth on Schedule II attached hereto (the “ Proposed Amendments”).Ģ. In connection with the Tender Offer, the Company intends to solicit consents (the “ Consent Solicitation”) from holders of the Notes to an amendment to the indenture Schedule I attached hereto (the “ New Notes”). Offer (the “ Tender Offer”) for up to all of the Notes pursuant to which the Company will exchange each Note for a new note issued by the Company under a new indenture having terms substantially similar to the terms set forth on NOW, THEREFORE, in consideration of the foregoing premises and the covenants hereinafter contained, the parties hereto agree as follows:ġ. To set forth the terms that they have discussed in this MOU and the framework for the finalization of a binding transaction. The Company desires to refinance the Notes and has discussed on a confidential basis with the Advisor, or the Advisor’s representative, the On the signature page hereto (the “ Advisor Notes”) to sell, tender, exchange, transfer or otherwise dispose of the Advisor Notes Ĭ. The Advisor is a registered investment advisor who has been given discretionary authority by the beneficial owners (the “ Beneficial Owners”) of the aggregate principal amount of the Notes set forth Of its 8% Convertible Subordinated Notes due 2007 (the “ Notes”) ī. The Company has previously issued $63,250,000 aggregate principal amount Washington corporation (the “ Company”), and the person listed on the signature page hereto under the caption “Advisor” (the “ Advisor”), with reference to the following facts:Ī. This MEMORANDUM OF UNDERSTANDING (the “ MOU”) is entered into as of June _, 2005, by and between SPACEHAB, Incorporated, a
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