Backstop Agreement Clause Samples
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Backstop Agreement. The parties hereto hereby acknowledge that:
(a) Notwithstanding Section 5(a) of the Backstop Agreement, Thornapple (as defined therein) has terminated its agreement to acquire additional equity securities of the Company;
(b) Notwithstanding Section 6 of the Backstop Agreement, the approval of the Federal Reserve Board under the Bank Change of Control Act shall be required before the transactions contemplated by the Backstop Agreement may be consummated;
(c) The representations and warranties set forth in Sections 8(a) and 8(c) of the Backstop Agreement are expressly qualified by the need to secure the approval of the Federal Reserve Board under the Bank Change of Control Act; and
(d) Notwithstanding Section 11 of the Backstop Agreement, the Backstop Party (as defined therein) may assign any of his rights hereunder to any trust which the Backstop Party may establish for the purpose of holding equity securities of the Company.
Backstop Agreement. ▇. ▇▇▇▇▇ Securities, Inc., an affiliate of the Purchaser, shall have executed and delivered the Backstop Agreement to the Company.
Backstop Agreement. During the period commencing on the date hereof and ending on the Expiration Date, the Company shall give notice to the Dealer Manager of any amendment proposed to be made to the Backstop Agreement.
Backstop Agreement. The Backstop Agreement shall be in full force and effect, and Sponsor (or an Affiliate thereof) shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by the Backstop Agreement to be performed, satisfied or complied with by it concurrently with the Closing, except where the failure of such performance, satisfaction or compliance would not or would not reasonably be expected to prevent, materially delay, or materially impair the ability of SPAC to consummate the Closing.
Backstop Agreement. The Parties acknowledge and agree that the agreement, the terms of which are to be negotiated and agreed with the Supporting Shareholders, governing the terms of the participation by the Supporting Shareholders in the backstop of the equity purchase as contemplated by Section D of the Term Sheet (the "Backstop Agreement") shall include the following provisions: (i) each Supporting Shareholder shall purchase a number of ordinary shares of PGS as reorganized under the PGS Plan (the "New Shares") equivalent to at least 25% of its commitment, with the total commitment of the Supporting Shareholders aggregating 30% of the New Shares (the "Committed Shares"); (ii) all holders of Shares (including Supporting Shareholders) shall have the right to purchase a number of New Shares equaling its pro rata interest of the remaining 75% of the Committed Shares (after giving effect to paragraph 8.i., such pro rata interest to be calculated as the quotient of the number of Shares held by the holder on a cut-off date (the "Cut-off Date") to be determined and the total number of Shares issued and outstanding on the Cut-off Date; (iii) any Committed Shares not purchased in accordance with paragraph 8.ii. by holders of Shares other than the Supporting Shareholders shall be purchased by the Supporting Shareholders; (iv) any acceptances of the offered New Shares without payment (or proper payment arrangements) at the time of acceptance shall be rejected; (v) the right to purchase Committed Shares shall not be transferable, the purchase right can only be exercised for the number of Committed Shares calculated under paragraph 8.ii, and no over-subscription of New Shares shall be allowed; (v) the rights offering shall be communicated (to the extent permitted and by and in the manner required in the relevant jurisdiction(s)) to all holders of Shares as of the Cut-off Date, with the notice specifying the period the rights offering shall be held open and that payment shall be required to be made at the time such holder exercises its right of acceptance.
Backstop Agreement. In connection with the conduct of the Rights Offering, Alloy and ▇▇▇▇▇*s have entered into the Backstop Agreement with MLF, pursuant to which MLF has agreed to cause its Affiliates to exercise all of the Rights distributed to them in the Rights Offering (the “MLF Rights”) and to purchase all shares of ▇▇▇▇▇*s Common Stock underlying the MLF Rights at the Subscription Price. Additionally, MLF has agreed that if, at the end of the exercise period for the Rights, there are Rights of other ▇▇▇▇▇*s stockholders that remain unexercised (the “Unexercised Rights”), MLF shall, at the request of ▇▇▇▇▇*s and subject to the provisions of the Backstop Agreement, purchase, or cause certain of its Affiliates to purchase, all of the shares of ▇▇▇▇▇*s Common Stock underlying all Unexercised Rights at the Subscription Price. There will be no rights of oversubscription offered to any of ▇▇▇▇▇*s stockholders other than those provided to MLF pursuant to the Backstop Agreement.
Backstop Agreement permit ▇▇▇▇▇▇▇ or Ocean to, or (i) agree to any amendment or variation of the Backstop Agreement, (ii) release Navios Acquisition from any of Navios Acquisition’s obligations under the Backstop Agreement or waive any breach of Navios Acquisition’s obligations thereunder or consent to any such act or omission of Navios Acquisition as would otherwise constitute such breach, (iii) terminate the Backstop Agreement for any reason whatsoever, (iv) grant any consent which may be required from the Borrower under the Backstop Agreement, or (v) discharge, release, compromise or waive any claims any of them has against Navios Acquisition arising out of the Backstop Agreement;
Backstop Agreement. The agreement concluded between WSW and the State by notarial deed on 6 December 1999 (executed before P.P.J.M. ▇▇▇ ▇▇▇▇▇▇▇▇, then civil-law notary practising in The Hague), the agreement concluded between WSW and the State by notarial deed on 30 July 2021 (executed before (a deputy for) ▇.▇. ▇▇ ▇▇▇▇▇, then a civil-law notary practising in The Hague), this Agreement, the Municipal Backstop Agreement 2021, each Old Municipal Backstop Agreement and each agreement between WSW and any of the Municipalities, as possibly amended from time to time, whereby either the State or the Municipality concerned has undertaken to provide loans to WSW as additional security for the fulfilment of the payment obligations of WSW with a view to preventing liquidity shortages at WSW at all times.
Backstop Agreement. The State Backstop Agreement 1999, the State Backstop Agreement 2021, this Agreement and any agreement between WSW and a Municipality, as possibly amended from time to time, whereby the relevant Municipality has undertaken, as additional security for the fulfilment of WSW's payment obligations, to provide loans to WSW, with a view to avoiding liquidity shortfalls at WSW at all times.
Backstop Agreement. Upon receipt of the Backstop Notice and, in the event that Sponsor is required to purchase shares of Class A Preferred Stock pursuant to the terms hereof, Sponsor (or its affiliated entities or co-investors), the Company and Footprint shall, as promptly as practicable following receipt of the Backstop Notice, enter into a backstop agreement on substantially similar terms as the Backstop Agreement or, as applicable, Sponsor shall deliver a counterpart signature page to the Backstop Agreement.