BARINGTON/HILCO ACQUISITION CORP. (NASDAQ:BHAC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

(b)All holders of indebtedness for money borrowed of the Company Group (the “Lenders”) shall, in consideration for the portion (if any) of the Cash Payment allocated and paid to such Lenders at Closing release all liens and security interests on the equity securities and assets of the Company Group and confirm that the Company Group has no further obligation to any of the Lenders in respect of any of such indebtedness;

(c)At the time of its execution, the Purchase Agreement shall contain no financing contingency as a condition to Holdings’ obligation to close the Transaction. In such connection, Oreva or its associates shall provide guarantees or other evidence of availability of financing to make the Cash Payment and pay all expenses of Holdings and its affiliates in connection with the Transaction that shall be reasonably satisfactory to the Seller and the Lenders;

(d)At the time of its execution, the Purchase Agreement shall contain no due diligence contingency as a condition to Holding’s obligation to close the Transaction;

(e)Simultaneously with the execution of the Agreement, BHAC and the Lenders who are to receive the BHAC Shares at the Second Closing shall agree in writing that such Lenders may not sell the BHAC Shares he, she or it will receive in the Transaction for a period of six (6) months after the Closing Date, and upon completion of such six (6) month period, the holders of the BHAC Shares may sell such BHAC Shares to a mutually acceptable “leak out” arrangement with respect to such BHAC Shares over the next succeeding six (6) months;

(f)Within an agreed upon period following the Closing, the BHAC Shares issued at the Second shall be registered for resale under the Securities Act of 1933, as amended and applicable state law requirements, if any; but subject to the lockup agreement referred to above; and

(g)Certain senior executives of the Company Group, as mutually determined and set forth in the Agreement, will execute employment agreements (containing non-compete provisions) reasonably acceptable to Buyer and the executives, which will be executed at or prior to execution of the Agreement and by their terms will become effective upon consummation of the Transaction.

(d)Exhibits.

BARINGTON/HILCO ACQUISITION CORP. Exhibit
EX-3.1 2 s109121_ex3-1.htm EXHIBIT 3.1   Exhibit 3.1   OREVA CAPITAL CORP. 10990 Wilshire Boulevard Penthouse Los Angeles,…
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