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2016-04-25_GENERAL DOCUMENTS - C1982056 (16)
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2016-04-25_GENERAL DOCUMENTS - C1982056 (16)
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Last modified
8/24/2016 6:21:06 PM
Creation date
4/26/2016 1:53:24 PM
Metadata
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Template:
DRMS Permit Index
Permit No
C1982056
IBM Index Class Name
General Documents
Doc Date
4/25/2016
Doc Name
Interim Order, Pursuant to Sections 105
From
United State Bankruptcy
To
DRMS
Permit Index Doc Type
General Correspondence
Email Name
MPB
JRS
JLE
Media Type
D
Archive
No
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Case 16-42529 Doc 135 Filed 04/15/16 Entered 04/15/16 14:35:30 Main Document <br />Pg3of11 <br />considered to Beneficially Own all shares owned or acquired by its <br />subsidiaries), (b) ownership by such holder's family members and persons <br />or entities acting in concert with such holder to make a coordinated <br />acquisition of stock and (c) ownership of Options (as defined below) to <br />acquire stock; (iii) an "Option" to acquire stock includes any contingent <br />purchase, warrant, convertible debt, exchangeable shares, put, stock <br />subject to risk of forfeiture, contract to acquire stock or similar interest, <br />regardless of whether it is contingent or otherwise not currently <br />exercisable; and (iv) a "Transfer" means any transfer of Equity Securities <br />to the extent described in paragraph 4(c) below and/or paragraph 4(d) <br />below. <br />b. Notice of Substantial Equityholder Status. Any person or entity who <br />currently is or becomes a Substantial Equityholder shall (i) file with the <br />Court and (ii) serve upon: (a) the Debtors, c/o Peabody Energy <br />Corporation, 701 Market Street, St. Louis, MO 63101 (Attn: Scott T. <br />Jarboe, Esq., Vice President and Deputy General Counsel Corporate and <br />Capital Markets); (b) Jones Day, North Point, 901 Lakeside Avenue, <br />Cleveland, OH 44114 (Attn: Heather Lennox, Esq.); (c) Jones Day, 51 <br />Louisiana Avenue, N.W., Washington, D.C. 20001 (Attn: Amy Edgy, <br />Esq. and Daniel T. Moss, Esq.); and (d) Armstrong Teasdale LLP, 7700 <br />Forsyth Boulevard, Suite 1800, St. Louis, MO 63105 (Attn: Steven N. <br />Cousins, Esq.), a notice of such status (a "Notice of Substantial <br />Equityholder Status"), in the form attached as Annex 1 to the Equity <br />Transfer Procedures Notice (as defined below), on or before the later of <br />(i) 14 days after entry of this Interim Order or (ii) 14 days after becoming <br />a Substantial Equityholder. <br />C. Stock Acquisition Notice. At least 28 days prior to any transfer of Equity <br />Securities (including any transfer of Options to acquire stock or any <br />exercise thereof) that would result in an increase in the amount of Equity <br />Securities Beneficially Owned by a Substantial Equityholder or would <br />result in a person or entity becoming a Substantial Equityholder, such <br />Substantial Equityholder or potential Substantial Equityholder shall (i) file <br />with the Court and (ii) serve on the Debtors and counsel to the Debtors <br />(at the addresses set forth in paragraph 4(b) above) advance written notice <br />of the intended transfer of Equity Securities (a "Stock Acquisition <br />Notice"), in the form attached as Annex 2 to the Equity Transfer <br />Procedures Notice. <br />d. Stock Disposition Notice. At least 28 days prior to any transfer of Equity <br />Securities (including Options to acquire stock) that would result in a <br />decrease in the amount of Equity Securities Beneficially Owned by a <br />Substantial Equityholder or would result in a person or entity ceasing to be <br />a Substantial Equityholder, such Substantial Equityholder shall (i) file <br />with the Court and (ii) serve on the Debtors and counsel to the Debtors <br />(at the addresses set forth in paragraph 4(b) above) advance written notice <br />
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