SEC Filings

8-K
PERNIX THERAPEUTICS HOLDINGS, INC. filed this Form 8-K on 06/26/2019
Entire Document
 

 

Settlement Agreement Pursuant to Bankruptcy Rule 7023, (III) Certify the Settlement Class for Settlement Purposes, Including the Appointment of Class Counsel and the Class Representatives, (IV) Approve Form and Manner of Notice to Class Members of the Settlement, (V) Schedule a Fairness Hearing to Consider Final Approval of the Settlement Agreement, (VI) Finally Approve the Settlement Agreement Following the Fairness Hearing, and (VII) Granting Related Relief [D.I. 408].

 

24.       “Class A Liquidating Trust Interests” means the interests in the Liquidating Trust to be distributed on a pro rata basis to holders of Allowed Claims in Class 6, as set forth herein, which shall entitle such holder to its pro rata share of (i) an amount equal to 100% of the Trust Cash Amount in excess of the Class 7 Cash Recovery and any other Priority Non-Tax Claims satisfied from the Trust Cash Amount (if any), (ii) an amount equal to 100% of the proceeds of Trust Causes of Action or other Liquidating Trust Assets distributed prior to the occurrence of the Highbridge Participation Right Trigger and (iii) an amount equal to (x) 100% of the proceeds of Trust Causes of Action or other Liquidating Trust Assets distributed after the occurrence of the Highbridge Participation Right Trigger, less (y) the Class B Participation Amount.

 

25.       “Class B Liquidating Trust Interests” means the interests in the Liquidating Trust to be distributed on a pro rata basis to holders of Allowed Claims in Classes 5 and 8 as set forth herein, which shall entitle such holder to its pro rata share of an amount (the “Class B Participation Amount”) equal to 61% of the proceeds of Trust Causes of Action or other Liquidating Trust Assets (excluding the Trust Cash Amount) distributed on account of the Prepetition Convertible Notes after the occurrence of the Highbridge Participation Right Trigger.

 

26.       “Class B Participation Amount” has the meaning set forth in the definition of Class B Liquidating Trust Interests.

 

27.       Closing” means the closing of the Sale pursuant to the Asset Purchase Agreement.

 

28.       “Collateral” means any property or interest in property in the Debtors’ Estates subject to a Lien to secure the payment or performance of a Claim, which Lien is not subject to avoidance under the Bankruptcy Code or otherwise invalid under the Bankruptcy Code or applicable state laws.

 

29.       “Committee 9019 Order” means the Order Approving Settlement Between the Debtors and Official Committee of Unsecured Creditors [D.I. 253].

 

30.       Committee Consent Right means in form and substance reasonably acceptable to the Creditors’ Committee; provided that with respect to matters directly related to the implementation of the UCC Settlement, “Committee Consent Right” shall mean in form and substance acceptable to the Creditors’ Committee.

 

31.       Committee Professional Fee Cap” means $900,000.00.

 

32.       Confirmation” means the entry of the Confirmation Order on the docket of the Chapter 11 Cases.

 

33.       “Confirmation Date” means the date upon which the Bankruptcy Court enters the Confirmation Order on the docket of the Chapter 11 Cases.

 

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