Common use of Backstop Agreement Clause in Contracts

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.