Kodak 2011 Annual Report Download - page 238

days, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver,
trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur and (y) in the case of any such proceeding instituted
by or against a Canadian Loan Party, such Canadian Loan Party is not party to an Approved Canadian Case; or (iii) the Company or any Subsidiary shall
take any corporate action to authorize any of the actions set forth above in this Section 6.02(e) (other than any such actions with respect to the Debtors or a
Canadian Loan Party); provided , that with respect to each of the foregoing subclauses (i) and (ii), in the case of any Non-US Subsidiary (or, with respect to
subclause (ii), in the case of any Non-US Subsidiary that is not a Canadian Loan Party), such event would reasonably be expected to have a Material
Adverse Effect.
(f) Judgments . (i) Other than any judgments or orders arising from any investigation, litigation or proceeding disclosed on Schedule
6.01(f) , judgments or orders for the payment of money in excess of $25,000,000 in the aggregate shall be rendered against the Company or any of its
Subsidiaries (which, in the case of the Debtors only, arose post-petition) and (x) enforcement proceedings shall have been commenced by any creditor upon
such judgment or order or (y) there shall be any period of 10 consecutive days during which a stay of enforcement of such judgment or order, by reason of a
pending appeal or otherwise, shall not be in effect or (ii) there shall be rendered against the Debtors or other Loan Parties or any other Material Subsidiaries
a nonmonetary judgment with respect to any event (which, in the case of the Debtors only, arose post-petition) which causes or would reasonably be
expected to cause a Material Adverse Effect, and such nonmonetary judgment shall not be reversed, stayed or vacated within 30 days after the entry thereof;
or
(g) Change of Control . (i)
Any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the
meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Stock of
the Company (or other securities convertible into such Voting Stock) representing 35% or more of the combined voting power of all Voting Stock of the
Company; or (ii) during any period of up to 24 consecutive months, commencing before or after the date of this Agreement, individuals who at the
beginning of such 24-month period were directors of the Company together with individuals who were either (x) elected by a majority of the remaining
members of the board of directors of the Company or (y) nominated for election by a majority of the remaining members of the board of directors of the
Company, shall cease for any reason to constitute a majority of the board of directors of the Company; or
(h) ERISA Events . (i) Any ERISA Event shall have occurred with respect to a Plan or any Termination Event shall have occurred
with respect to a Canadian Pension Plan, and the sum (determined as of the date of occurrence of such ERISA Event or Termination Event, as applicable) of
(x) the Insufficiency of such Plan and the Insufficiency of any and all other Plans with respect to which an ERISA Event shall have occurred and then exist
(or the liability of the Loan Parties and the ERISA Affiliates related to such ERISA Event), and (y) the wind-up unfunded liability of such Canadian
Pension Plan and the wind-up unfunded liability of any and all other Canadian Pension Plans with respect to which a Termination Event shall have
occurred, exceeds $50,000,000; or any Loan Party or any ERISA Affiliate shall have been notified by the sponsor of a Multiemployer Plan that it has
incurred Withdrawal Liability to such Multiemployer Plan in an amount that, when aggregated with all other amounts required to be paid to Multiemployer
Plans by the Loan Parties and the ERISA Affiliates as Withdrawal Liability (determined as of the date of such notification), exceeds $50,000,000; or
(ii) Any Loan Party or any ERISA Affiliate shall have been notified by the sponsor of a Multiemployer Plan that it has
incurred Withdrawal Liability to such Multiemployer Plan in an amount that, when aggregated with all other amounts required to be paid to
Multiemployer Plans by the Loan Parties and the ERISA Affiliates as Withdrawal Liability (determined as of the date of such notification),
exceeds $25,000,000; or
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