Makewhole Instruments means the instruments documenting a holders contingent right to a portion of the proceeds, if any, from the Makewhole Litigation, in form and substance to be agreed by the Debtors and Required Parties.
Makewhole Litigation means that certain litigation related to that certain master note purchase agreement executed by Ultra Resources, dated as of March 6, 2008, as amended, modified, or supplemented in accordance with the terms thereof, by and among Ultra Resources, as issuer, and the purchasers party thereto from time to time, and that certain credit agreement dated as of October 11, 2011, as amended, modified or supplemented in accordance with the terms thereof, by and among Ultra Resources, as borrower, the lenders party thereto from time to time, including, but not limited to, the Debtors Objection to Asserted Make-Whole Entitlement, Default Rate Postpetition Interest, and Other Related Fees and Expenses Asserted Under the Opco Funded Debt Claims, filed at Docket No. 1214 in the Ultra I Bankruptcy, and any subsequent claims, appeals, interests, damages, remedies, causes of action, demands, rights, actions, controversies, proceedings, agreements, suits, obligations, liabilities, accounts, defenses, offsets, powers, privileges, licenses, Liens, indemnities, guaranties, and franchises of any kind or character whatsoever, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, contingent or non-contingent, liquidated or unliquidated, secured or unsecured, assertable, directly or derivatively, matured or unmatured, suspected or unsuspected, in contract, tort, law, equity, or otherwise.
Makewhole Professional Fee Claim means any Claim for professional fees or expenses the Debtors are required to pay pursuant to the Ultra I Confirmation Order in connection with the Makewhole Litigation, including all amounts outstanding, interest, fees, expenses, costs, and other charges arising thereunder or related thereto, in each case, with respect to the Makewhole Litigation.
Management Incentive Plan means that certain post-Effective Date management incentive plan that the New Board will be authorized to implement upon or within one hundred and twenty (120) days after the Effective Date.
Material Adverse Effect means other than the filing of the Chapter 11 Cases and any judgments entered after the filing of the Chapter 11 Cases with respect to litigation pending upon the filing of the Chapter 11 Cases, any event, change, effect, occurrence, development, circumstance, condition, result, state of fact or change of fact, or the worsening of any of the foregoing (each, an Event), that, individually or together with all other Events, has had or would reasonably be expected to have, a material adverse effect on either (i) the business, operations, finances, properties, interests, reserves, condition (financial or otherwise), assets or liabilities of the Debtors, taken as a whole or (ii) the ability of the Debtors, taken as a whole, to perform their respective obligations under, or to consummate the transactions contemplated by, the Restructuring Support Agreement.
MIP Pool means seven percent (7%) of the New Interests that are issued and outstanding on the Effective Date, which the New Board will be authorized to award under the Management Incentive Plan, which shall not be subject to dilution on account of the New Interests issued pursuant to the Rights Offering and the Backstop Purchase Agreement.
New Board means Reorganized UP Energys initial board of directors as of the Effective Date, which shall consist of the directors set forth in the Plan Supplement.
New Interests means the Interests in Reorganized UP Energy.
New Organizational Documents means the form of the certificates or articles of incorporation, bylaws, or such other applicable formation documents of each of the Reorganized Debtors, and the New Stockholders Agreement and the New Registration Rights Agreement, if any, each of which shall be in form and substance satisfactory to the Required Parties.