Backstop Commitment Sample Clauses

Backstop Commitment. (a) On the terms and subject to the conditions contained herein, and in reliance on the representations and warranties set forth in this Agreement, the Backstop Investor hereby agrees to purchase, and the Company hereby agrees to sell and issue to the Backstop Investor, at the Backstop Purchase Price therefor, the Backstop Shares. (b) No later than one business day following the expiration date of the Rights Offering, the Company shall give, or cause to be given, to the Backstop Investor, by e-mail or by electronic facsimile transmission, a written notification (the “Backstop Notice”) setting forth the total number of shares of Common Stock subscribed for in the Rights Offering by Rights Holders, the number of then unsubscribed shares of Common Stock, the aggregate purchase price to be paid by the Backstop Investor for all Backstop Shares pursuant to the terms of this Agreement (“Backstop Purchase Price”) and the proposed date of the Closing (the “Closing Date”). (c) If the Backstop Investor (i) elects a Rights Offering Conversion (as defined in the Note) pursuant to Section 3.1 of the Note, the Backstop Purchase Price shall deemed to be paid by the Backstop Investor through the automatic conversion of outstanding principal under the Note on the Closing Date in an amount equal to the Backstop Purchase Price pursuant to such Rights Offering and (ii) does not elect a Rights Offering Conversion pursuant to Section 3.1 of the Note, the Backstop Investor shall remit, via wire transfer of immediately available funds, the Backstop Purchase Price as per the wire instructions set forth in the Backstop Notice on the Closing Date. (d) At the Closing, the Company shall cause its transfer agent to credit the number of Backstop Shares to which the Backstop Investor is entitled to the Backstop Investor’s or its designee’s account in book entry form and deliver to the Backstop Investor such certificates, documents or instruments required to be delivered by it to the Backstop Investor pursuant to this Agreement. (e) The Company and Backstop Investor acknowledge that an exemption from the ownership limitation (“Ownership Limit Exemption”) set forth in the Company’s Articles of Incorporation similar to that previously provided to permit the issuance of securities of the Company to affiliates of the Backstop Investor will similarly be required for the issuance of the Backstop Shares to the Backstop Investor and the Backstop Investor is prepared to make, and will make, the req...

Backstop Commitment. (a) Subject to the consummation of the Rights Offering and the terms and conditions of this Agreement, to the extent the Rights Offering is not fully subscribed after accounting for all Over-Subscription Rights exercised, each Backstop Purchaser agrees to purchase from the Company, at a price per share equal to the Subscription Price, its Pro Rata Portion of the Unsubscribed Share Amount (the “Backstop Commitment”). The following terms shall have the following meanings for purposes of this Agreement:

Backstop Commitment. Subject to the terms, conditions and limitations described herein (including Paragraph 7 hereof), to provide assurance that the Rights Offering will be fully subscribed, the Backstop Parties severally and not jointly commit to purchase, in the respective percentages set forth on Exhibit B hereto (the “Commitment Percentages”), all of the additional Depositary Shares not sold to other Eligible Common Stockholders in the Rights Offering (the “Rights Offering Backstop Commitment”) and all of the additional Preferred Membership Interests not sold to other Eligible LLC Members in the Concurrent Private Placement (the “LLC Backstop Commitment,” and, together with the Rights Offering Backstop Commitment, the “Backstop Commitment”). Greenlight, in its discretion, may allocate its aggregate Backstop Commitment among the Greenlight Parties and accordingly allocate the Greenlight Parties' Commitment Percentage among the Greenlight Parties (it being understood and agreed that no such allocation among the Greenlight Parties will decrease the aggregate amount of Depositary Shares or Preferred Membership Interests that the Greenlight Parties are obligated to purchase pursuant to the Backstop Commitment). The Greenlight Parties shall provide notice to BFE Corp., a reasonable amount of time prior to closing, of such allocation.

Backstop Commitment. Subject to the terms, conditions and limitations described herein, to provide assurance that the Rights Offering will be fully subscribed, the Backstop Parties severally and not jointly commit to purchase, in the respective percentages set forth on Exhibit B hereto (the “Commitment Percentages”), all of the additional shares of Series A Convertible Preferred Stock not sold to other Eligible Common Stockholders in the Rights Offering (the “Backstop Commitment”).

Backstop Commitment. The Unused Allowed Claims of the New Convertible Notes Class C Unsecured Creditors and the Unused Allowed Claims of the New Convertible Notes Class C Backstop Parties after application of the Unused Allocation Amount (including with respect to the New Convertible Notes Class C Backstop Commitment) shall receive their respective allocation of New Convertible Notes Class A, as provided in the Class 5a Treatment in the Approved Plan and as described in the New Convertible Notes Class A Term Sheet. The consideration provided by the New Convertible Notes Class C Backstop Parties for the Direct Allocation Amount and the consideration provided by the New Convertible Notes Class C Unsecured Creditors and the New Convertible Notes Class C Backstop Parties for the Unused Allocation Amount (including with respect to the New Convertible Note Class C Backstop Commitment) shall be comprised of US$0.921692 of new money for each $1 of Allowed Claims. Any funds with respect to the New Convertible Notes Class C Backstop Commitment shall be payable no earlier than five (5) Business Days prior to the Effective Date). Final Maturity December 31, 2121 Annual Interest Rate 0% Conversion Ratio The Conversion Ratio of New Convertible Notes Class C to New Convertible Notes Back-up Shares will be a ratio equal to 0.705506x2 at Plan Equity Value (the “New Convertible Notes Class C Conversion Ratio”); provided, however, that to the extent the Plan Equity Value is amended or otherwise changed, the Conversion Ratio with respect to the New Convertible Notes Class C will be correspondingly amended to maintain the same proportional value (relative to Plan Equity Value) attributable to the New Convertible Back-up Shares as implied by the foregoing Conversion Ratio. The New Convertible Notes Class C Conversion Ratio shall step down by 50% on the day that is sixty (60) days after the Effective Date. Conversion Drag Along Rights At such time as holders of an aggregate amount of New Convertible Notes Class C in excess of 50% have elected to convert their New Convertible Notes Class C, then all New Convertible Notes Class C shall mandatorily convert simultaneously. Securities Law Matters The New Convertible Notes Class C Preemptive Rights Offering will take place in the Chilean capital markets only and in accordance with applicable Chilean law. The offering of New Convertible Notes Class C pursuant to the New Convertible Notes Class C Preemptive Rights Offering will be exempt from registration w...

Backstop Commitment. Pursuant to the terms and conditions of the Investment Agreement, Hemen Investments Limited has agreed to purchase any Creditor Equity Rights Offering Securities not subscribed for by the other Eligible Holders.

Backstop Commitment a. To the extent that the sum of the payments made to the Target on or prior to the Secondary Payment Date by LIBERO in respect of the Total Payment Amounts is less than the Secondary Payment Amount (a “Funding Amount Shortfall”), the Guarantor agrees to pay any Funding Amount Shortfall to LIBERO in exchange for a certain number of Bridgeburg Shares on the terms and conditions set forth in the New SPA(s).1 b. If LIBERO becomes aware that a Funding Amount Shortfall will occur, LIBERO shall deliver a written notice (the “Funding Notice”) no later than five Business Days (as defined below) prior to the Secondary Payment Date to the Guarantor in accordance with Section 5(a) setting forth (i) the applicable Funding Amount Shortfall and (ii) LIBERO’s wire instructions. c. Within four Business Days of receipt of a Funding Notice, the Guarantor shall pay any Funding Amount Shortfall to LIBERO in exchange for a certain number of Bridgeburg Shares on the terms and conditions set forth in the New SPA(s) by wire transfer of immediately available funds to the account specified by LIBERO in the Funding Notice. For purposes of this Agreement, the term “Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York, Amsterdam, the Netherlands, G▇▇▇▇▇ Town, Cayman Islands and Barcelona, Spain are open for the general transaction of business.

Backstop Commitment. Pursuant to the terms and conditions of the Investment Agreement, the Debt Commitment Parties have agreed to purchase any Debt Rights Offering Securities not subscribed for by the other Eligible Holders.

Backstop Commitment. (a) Subject to the consummation of the Rights Offering, the terms and conditions of which shall be subject to the prior written approval of the Backstop Purchasers (not to be unreasonably withheld, conditioned or delayed) and shall be customary for offerings of this type, and the terms and conditions set forth herein, in order to provide assurance that the Rights Offering will be fully subscribed, each Backstop Purchaser hereby commits to purchase from the Company, and the Company hereby agrees to sell to such Backstop Purchaser, at the Subscription Price, any and all Unsubscribed Shares, in accordance with such Backstop Purchaser’s Backstop Percentage set forth on Schedule A attached hereto (the “Backstop Commitment”); provided, however, that the Backstop Commitment of such Backstop Purchaser shall not exceed the amount set forth on Schedule A attached hereto. It is understood that the Unsubscribed Shares shall be allocated for the purposes of the Backstop Commitment among the Backstop Purchasers proportionally in accordance with their respective Backstop Percentage set forth on Schedule A attached hereto. The “Unsubscribed Shares” means a number of shares of Class A Common Stock equal to the excess, if any, of (i) the aggregate number of shares of Class A Common Stock that may be purchased pursuant to all Rights issued by the Company in connection with the Rights Offering, less (ii) the aggregate number of shares of Class A Common Stock that are purchased by the Eligible Common Stockholders in the Rights Offering pursuant to the exercise of the Subscription Rights.