Case 23-80004-swe11 Doc 848 Filed 08/02/24 Entered 08/02/24
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required by the Debtors, the Post-Effective Date Debtors, or the Litigation Trust in connection with the Plan shall be deemed to have occurred and shall be in effect, without any requirement of
further action by any stockholders, directors, members, managers, or officers of the Debtors, the Post-Effective Date Debtors, and the Litigation Trust. On or before the Effective Date, as applicable, the appropriate officers, managers, and members,
and directors of the Debtors, the Post-Effective Date Debtors, and the Litigation Trust, as applicable, shall be authorized to issue, execute, and deliver the agreements, documents, securities, and instruments contemplated by the Plan (or necessary
or desirable to effect the transactions contemplated by the Plan), in the name of and on behalf of the Debtors, the Post-Effective Date Debtors, or the Litigation Trust, to the extent not previously authorized by the Court. The authorizations and
approvals contemplated by this Article IV.I shall be effective notwithstanding any requirements under non-bankruptcy law.
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J. |
Effectuating Documents; Further Transactions. |
Prior to, on, or after the Effective Date, the Debtors or the Post-Effective Date Debtors, as applicable, may take any and all actions as may
be necessary or appropriate in the Debtors reasonable discretion to effectuate the Reorganization Transactions or the Non-L&A Sales, as applicable, and any other transaction described in, approved
by, contemplated by, or necessary to effectuate the Plan, including: (i) the execution and delivery of any New Organizational Documents, including any appropriate agreements or other documents of merger, amalgamation, consolidation,
restructuring, conversion, disposition, transfer, formation, organization, arrangement, continuance, dissolution, sale, purchase, or liquidation, in each case, containing terms that are consistent with the terms of the Plan, including the
Reorganized Ebix Conversion; (ii) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan;
(iii) the filing of the New Organizational Documents, including any appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to
applicable state or law; (iv) such other transactions that are required to effectuate the Reorganization Transactions and the Non-L&A Sales, as applicable, including any sales, mergers, consolidations,
restructurings, financing, conversions, dispositions, transfers, formations, organizations, dissolutions, or liquidations; (v) the issuance of securities, including the Reorganized Ebix Interests; (vi) the execution, delivery, or filing of
contracts, instruments, releases, and other agreements to effectuate and implement the distribution of the Litigation Trust Interests to be issued pursuant hereto; and (vii) all other actions that the Debtors determine to be necessary or
appropriate, including in connection with making filings or recordings that may be required by applicable law in connection with the Plan, with each of the foregoing authorized and approved in all respects, in each case, without further action being
required under applicable law, regulation, order, or rule.
The Confirmation Order shall and shall be deemed to, pursuant to sections 363
and 1123 of the Bankruptcy Code, authorize, among other things, all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the Plan.
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