Extract to table

Under Delaware law, officers and directors must act with informed judgment, in good faith, and in the honest belief that their actions are in the best interests of the corporation

Andreadis must be mindful of his separate and independent obligations to each entity

Directors who sit on both boards must exercise extraordinary care to ensure that their decisions regarding this note are made independently and in the best interests of each respective entity

The directors and officers of TAI — and, under the parallel Greek law framework, the directors and officers of TSL — must conduct themselves accordingly

To preserve the protection of the rule, every significant decision — particularly decisions related to the restructuring, the forbearance agreement, intercompany transactions, the potential Chapter 11 filing, and the engagement and retention of professionals — must be made through a well-documented, deliberative process

Accordingly, the fiduciary duties of TAI's directors and officers must account for creditor interests in all decision-making