Backstop Sample Clauses
A Backstop clause serves as a financial safety net in agreements, ensuring that a specified party will provide funding or fulfill obligations if other parties fail to do so. In practice, this clause is often used in financing arrangements, such as rights offerings, where an investor or underwriter commits to purchasing any unsubscribed shares to guarantee the success of the offering. The core function of a Backstop clause is to provide certainty and security to the transaction by mitigating the risk of insufficient participation or funding.
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Backstop. (a) Commencing on the date hereof and through 5:00 p.m. Eastern Time on the last date on which it may purchase Ordinary Shares such that the settlement of such purchase shall occur on or before the Record Date (the “Market Deadline”), Subscriber shall (provided it is lawful to do so) have the right to purchase up to Twenty-Four Million U.S. Dollars ($24,000,000) of Ordinary Shares in the open market or in other privately negotiated transactions with third parties. On the date immediately following the Market Deadline and promptly at other times requested by the Company from time to time, Subscriber shall notify the Company in writing of the number of Ordinary Shares so purchased (the “Open Market Shares”) and the aggregate purchase price paid therefor by the Subscriber.
(b) Between the Market Deadline and the close of business on the third Trading Day prior to the Shareholder Meeting (the “Private Purchase Deadline”), if the Company reasonably believes in good faith that it will have less than Twenty-Four Million U.S. Dollars ($24,000,000) in Closing Proceeds (as defined below) after giving effect to any Open Market Shares previously purchased by the Subscriber pursuant to Section 2(a) hereof, it will promptly notify the Subscriber of the anticipated shortfall of Closing Proceeds below $24,000,000 (the “Expected Shortfall”), and Subscriber shall (provided it is lawful to do so) use its commercially reasonable efforts to purchase an amount of Ordinary Shares up to the Expected Shortfall in privately negotiated transactions with third parties, including forward contracts (such shares, the “Private Purchase Shares” and, together with the Open Market Shares, the “Market Shares”), provided that: (i) such transactions settle no later than, and are conditioned upon, the Merger Closing and (ii) Subscriber shall not be required to purchase any Ordinary Shares at a price above $10.40 per share. Notwithstanding the foregoing, Subscriber shall be permitted (provided it is lawful to do so) prior to the Private Purchase Deadline to buy additional Ordinary Shares in such private transactions in excess of the Expected Shortfall, up to a total of $24,000,000 in total Market Shares. On the date immediately following the Private Purchase Deadline, and at such other times as may be requested by the Company from time to time, Subscriber shall (x) notify the Company in writing of the number of Private Purchase Shares so purchased and the aggregate purchase price paid therefor b...
Backstop. No Party or its directors, board members, commissioners, officers, employees, or agents shall have any liability to any other Party for any injury or death to any person, or for any loss or damage to any property, or any lost profits, lost revenues or production, lost use of facilities, lost data, or any indirect, incidental, consequential, special, exemplary, or punitive damages caused by or arising out of any action or failure to act, unless the action or failure to act is caused by the other Party’s Willful Action; provided however, each Participating Control Area Operator (the “Indemnifying Party”) shall indemnify, hold harmless and, at the Host’s request, defend (with counsel satisfactory to the Host), the Host and its successors, assigns, officers, directors, employees and agents (collectively, the “Indemnified Parties”) from and against all liabilities, actions, claims, losses, costs, damages, penalties and expenses (including without limitation reasonable legal fees) of any kind or nature whatsoever which may at any time be brought against or incurred or suffered by the Indemnified Parties or any one or more of them relating to this Agreement, except to the extent related to the Host’s Willful Action. Willful Action means an action taken or not taken by a Party that is knowingly or intentionally taken or not taken with the intent that injury or damage would result or with a reckless disregard for the result. Willful Action does not include any act or failure to act that is involuntary, accidental or negligent.
Backstop. Subject to and in accordance with the terms and conditions set forth herein, upon Company’s exercise of its right to call the Backstop Amount set forth in Section 2.3, the Backstopper irrevocably commits to purchase, at the Closing, up to a number of shares of Convertible Preferred Stock (and accompanying Warrants) determined by dividing (i) the Backstop Amount by (ii) the Purchase Price (the “Commitment”).
Backstop. Certain members of the Ad Hoc Group will backstop the full Amount of the New Super Senior Notes.
Backstop. Pursuant to the terms and subject to the conditions of this Agreement, the Company hereby offers ▇▇▇▇▇▇'▇ ▇▇▇▇ the right to subscribe for and exercise, in connection with the Rights Offering, at the Subscription Price the Backstop Amount. As soon as reasonably practicable following the expiration date of the Rights Offering as set forth in the Registration Statement (the "EXPIRATION DATE"), the Company and the subscription agent for the Rights Offering shall determine the Backstop Amount and provide notice thereof to ▇▇▇▇▇▇'▇ ▇▇▇▇. At the Closing, ▇▇▇▇▇▇'▇ ▇▇▇▇ hereby agrees to subscribe for and exercise, at the Subscription Price, the Backstop Amount (it being understood that other stockholders will not be offered the right to purchase any Rights that go unsubscribed in the Rights Offering).
Backstop. (a) On the terms and subject to the conditions contained herein, and in reliance on the representations and warranties set forth in this Agreement, each of the Preferred Backstop Investors hereby agrees, severally and not jointly, to purchase on the Effective Date, and the Company hereby agrees to sell and issue to each such Preferred Backstop Investor, at the Backstop Purchase Price therefor, its Backstop Percentage of the Unsubscribed Shares, subject to the Offering Conditions. The Preferred Stock which each of the Preferred Backstop Investors purchases pursuant to this Agreement are referred to herein as such Preferred Backstop Investor’s “Backstop Shares.” For the avoidance of doubt, any shares of Preferred Stock acquired in the Rights Offering pursuant to Section 2.1(b) shall not be deemed Backstop Shares.
(b) The closing of the purchase and sale of the Backstop Shares hereunder (the “Closing”) will occur on the Effective Date contemporaneously with substantial consummation of the Plan. At the Closing, payment for the Backstop Shares that each Preferred Backstop Investor has agreed to purchase shall be effected by each such Preferred Backstop Investor delivering to the Company in immediately available funds its respective Backstop Purchase Price (ii) against delivery by the Company of the Backstop Shares to which such Preferred Backstop Investor is entitled to and delivery to each Preferred Backstop Investor such certificates, documents or instruments required to be delivered by it to such Preferred Backstop Investor pursuant to this Agreement. The agreements, instruments, certificates and other documents to be delivered on the Effective Date by or on behalf of the Company shall be delivered to each applicable Preferred Backstop Investor in accordance with Section 10.3 hereof.
Backstop. Pursuant to the terms and subject to the conditions of this Agreement, in connection with the Rights Offering, the Company hereby offers LDN the right to purchase that number of shares of Company Common Stock having an aggregate value equal to the Backstop Amount at a price per share equal to the Subscription Price. As soon as reasonably practicable following the expiration date of the Rights Offering as set forth in the Registration Statement (the “Expiration Date”), the Company and the subscription agent for the Rights Offering shall determine the Backstop Amount and provide notice thereof to LDN (the “Notice Date”). At the Closing (as hereinafter defined), LDN hereby agrees to purchase that number of shares of Company Common Stock having an aggregate value equal to the Backstop Amount at a price per share equal to the Subscription Price (it being understood that other stockholders of the Company will not be offered the right to purchase Common Stock in respect of any Rights that go unsubscribed in the Rights Offering).
Backstop. Pursuant to the terms and subject to the conditions of this Agreement, the Company hereby offers MLF the right to subscribe for and exercise, in connection with the Rights Offering, at the Exercise Price, the Backstop Amount. As soon as reasonably practicable following the expiration date of the Rights Offering as set forth in the Registration Statement (as such date may be extended by the Company, the “Expiration Date”), the Company and the subscription agent for the Rights Offering shall determine the Backstop Amount and provide notice thereof to MLF, which notice shall be given at least five (5) business days prior to the Closing (as defined in Section 2). At the Closing, MLF hereby agrees to, or to cause one or more of the MLF Funds collectively to, subscribe for and exercise, at the Exercise Price, the Backstop Amount (it being understood that other stockholders will not be offered the right to purchase any Rights that go unsubscribed in the Rights Offering including by means of an oversubscription right) in such amounts as between MLF and each MLF Fund as MLF shall determine, in its sole discretion.
Backstop. On the terms and subject to the conditions set forth in this Agreement, the Company agrees to sell to the Investor, and the Investor agrees to purchase from the Company, at the Closing (as hereinafter defined), the Actual Number of Series A Shares at an aggregate purchase price calculated by multiplying such number by the price per share specified on Annex A, subject to adjustment as provided in Section 1.3(b) (the “Purchase”). The Series A Shares to be purchased by the Investor pursuant to this Section 1.2 are herein called the “Purchased Securities”.
Backstop. In accordance with the Stock Purchase Agreement and subject to the terms and conditions thereof, on or prior to the Effective Date, the Backstop Investors shall purchase the Unsubscribed Shares. There shall be no backstop fee or other commitment fee owed or payable to the Backstop Investors; provided, however, that the Stock Purchase Agreement shall provide for a break-up fee to each of the PE Sponsors and each of the Equity Commitment Parties in the amount of 3% of each of PE Sponsor’s and Equity Commitment Party’s aggregate commitment to purchase the Preferred Stock and/or Offered Stock, as applicable.