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Case 16-42529 Doc 189 Filed 04/18/16 Entered 04/18/16 15:45:42 Main Document <br />Pg4of11 <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 3(b) above) advance written notice <br />of the intended transfer of Equity Securities (a "Stock Disposition <br />Notice"), in the form attached as Annex 3 to the Equity Transfer <br />Procedures Notice. <br />e. Objection Procedures. The Debtors shall have 21 days after receipt of a <br />Stock Acquisition Notice or a Stock Disposition Notice (each, a "Transfer <br />Notice") to file with the Court and serve on the party filing the Transfer <br />Notice an objection to the proposed Transfer on the grounds that such <br />Transfer may adversely affect the Debtors' ability to utilize their NOLs. <br />If the Debtors file an objection, the proposed Transfer will not be effective <br />unless and until approved by a final and nonappealable order of this Court. <br />If the Debtors do not object within such 21 -day period, the Transfer may <br />proceed solely as set forth in the Transfer Notice. Further Transfers <br />within the scope of this paragraph must comply with the Equity Transfer <br />Procedures set forth in this paragraph 3. <br />f. Unauthorized Transfers of Equity Securities. Effective as of the Petition <br />Date and until further order of this Court to the contrary, any acquisition <br />or disposition of Equity Securities (including Options to acquire stock) in <br />violation of the Equity Transfer Procedures shall be null and void ab initio <br />as an act in violation of the automatic stay under section 362 of the <br />Bankruptcy Code. <br />g. Special Rules. A person acquiring or disposing of Equity Securities in the <br />capacity of agent of another person shall not be treated as a Substantial <br />Equityholder solely to the extent that person is acting in the capacity of an <br />agent, and shall not have an affirmative duty to inquire whether the <br />account, customer, investment fund, principal, trust or beneficiary is <br />subject to any restrictions or requirements under the Interim Order or the <br />Final Order; provided, however, that the account, customer, fund, <br />principal, trust or beneficiary shall not be excluded from this Interim <br />Order or the Final Order by reason of this subsection. For the avoidance <br />of doubt, any agent that is a Nominee (as defined below) shall be subject <br />to the requirements and obligations set forth in paragraph 5 below. <br />4. Within five days after the entry of this Interim Order, the Debtors shall <br />provide notice in substantially the form attached as Exhibit A to the Motion (the "Equity <br />Transfer Procedures Notice") to (a) the Office of the United States Trustee for the Eastern <br />E <br />