Corporate Action - Out of BK
Upon the Effective Date, all actions contemplated by the Plan or as set forth in the Description of
Restructuring Transactions, shall be deemed authorized and approved by the Bankruptcy Court in all respects,
including, as applicable: (a) the issuance of the Reorganized Windstream Equity Interests; (b) the selection of the
directors and officers for Reorganized Windstream and the other Reorganized Debtors; (c) implementation of the
Restructuring Transactions; and (d) all other actions contemplated by the Plan or otherwise deemed necessary or
appropriate by the Debtors, the Reorganized Debtors, or Reorganized Windstream, as the case may be (whether to
occur before, on, or after the Effective Date). Upon the Effective Date, all matters provided for in the Plan involving
the corporate structure of Reorganized Windstream and the other Reorganized Debtors, and any corporate action
required by the Debtors, Reorganized Windstream, or the other Reorganized Debtors in connection with the Plan shall be deemed to have occurred and shall be in effect, without any requirement of further action by the security holders,
directors, or officers of the Debtors, Reorganized Windstream, or the other Reorganized Debtors. On or before the
Effective Date, as applicable, the appropriate officers of the Debtors, Reorganized Windstream, or the Reorganized
Debtors shall be authorized to issue, execute, and deliver the agreements, documents, securities, and instruments
contemplated by the Plan (or necessary to effect the transactions contemplated by the Plan), in the name of and on
behalf of Reorganized Windstream and the other Reorganized Debtors, to the extent not previously authorized by the
Bankruptcy Court. The appropriate officers of the Debtors, Reorganized Windstream, or the Reorganized Debtors
shall be authorized to adopt the execution of any corporate documents to the extent deemed necessary or appropriate.
The authorizations and approvals contemplated by this Article shall be effective notwithstanding any
requirements under non-bankruptcy law
A sale out of BK?.May be.
