Backstop Purchase Shares Clause Samples

The Backstop Purchase Shares clause defines the terms under which a party, often referred to as the backstop purchaser, agrees to buy a specified number of shares if they are not otherwise sold in a primary offering. Typically, this clause is used in financing arrangements or public offerings to guarantee that a minimum amount of capital is raised, with the backstop purchaser stepping in to acquire any unsubscribed shares. Its core practical function is to provide assurance to the issuer and other stakeholders that the offering will be successful, thereby reducing the risk of under-subscription and ensuring financial stability for the transaction.
Backstop Purchase Shares. (i) Subject to the terms and conditions hereof, following delivery of the Backstop Notice by the Company to the Purchaser hereunder, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company a number of Backstop Purchase Shares equal to the Subscription Amount for an aggregate purchase price equal to the product of (x) $10.00 multiplied by (y) the number of Backstop Purchase Shares to be issued and sold hereunder (such aggregate purchase price, the “BPS Purchase Price”). The numbers of shares, per share amounts and purchase price of the Backstop Purchase Shares and the BPS Purchase Price, as applicable, shall be appropriately adjusted to reflect any stock split, stock dividend, stock combination, recapitalization or the like occurring after the date hereof. (ii) The delivery of the Backstop Notice hereunder shall serve as notice to the Purchaser that the Purchaser will be required to pay the BPS Purchase Price, and acquire the Backstop Purchase Shares, at the BPS Closing (as defined below). (iii) The closing of the sale of the Backstop Purchase Shares (the “BPS Closing”) shall be held on the Closing Date. At the BPS Closing, the Company will issue to the Purchaser the Backstop Purchase Shares, registered in the name of the Purchaser, against (and concurrently with) the payment of the BPS Purchase Price to the Company by wire transfer of immediately available funds to the account notified to the Purchaser by the Company in the Backstop Notice.
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Backstop Purchase Shares. (i) Subject to the terms and conditions hereof, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, a number of Backstop Purchase Shares equal to the Subscription Amount, for an aggregate purchase price equal to the product of (x) $10.00 multiplied by (y) the Subscription Amount (such aggregate purchase price, the “BPS Purchase Price”). (ii) The closing of the sale of the Backstop Purchase Shares (the “BPS Closing”) shall be held on the Closing Date (immediately prior to the Closing and prior to the Domestication). At the BPS Closing, the Company will issue to the Purchaser the Backstop Purchase Shares, registered in the name of the Purchaser, against (and concurrently with) the payment of the BPS Purchase Price to the Company by wire transfer of immediately available funds to the account notified to the Purchaser by the Company.
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Backstop Purchase Shares. (i) The price per share of the Backstop Purchase Shares shall be $10.00 (the “BPS Per Share Price”).
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Backstop Purchase Shares. (i) Subject to the terms and conditions set forth herein, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company up to a maximum of 1,500,000 Backstop Purchase Shares (the “Maximum Shares”) for a purchase price of $10.00 per Backstop Purchase Share (the “Backstop Purchase Price”), or up to an aggregate of $15,000,000.00 (the “Maximum Purchase Price”), with the actual number of Backstop Purchase Shares to be determined according to Section 1(b) through 1(e) below. (ii) The aggregate number of Backstop Purchase Shares to be issued and sold by the Company and purchased by the Purchasers shall be such number of Backstop Purchase Shares that, when issued and sold by the Company and purchased by the Purchasers, will result in gross proceeds to the Company equal to the amount by which the Maximum Purchase Price exceeds the Available Funds (as defined below). (iii) The obligations of each Purchaser hereunder shall be several and not joint. PureTech shall be obligated to purchase 66-2/3% of the Backstop Purchase Shares to be purchased hereunder and SSD2 shall be obligated to purchase 33-1/3% of the Backstop Purchase Shares to be purchased hereunder.
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Related to Backstop Purchase Shares

  • Purchase Shares Subject to the terms and conditions hereinafter set forth herein, the Holder is entitled, upon surrender of this Warrant at the principal office of the Company (or at such other place as the Company shall notify the holder hereof in writing), to purchase from the Company up to ( ) fully paid and nonassessable shares of Common Stock, par value $0.0001, of the Company, as constituted on the Warrant Issue Date (the “Common Stock”). The number of shares of Common Stock issuable pursuant to this Section 1 (the “Shares”) shall be subject to adjustment pursuant to Section 9 hereof.

  • Purchased Shares Subject to the terms and conditions provided below, Seller shall sell and transfer to Buyers and Buyers shall purchase from Seller, on the Closing Date (as defined in Section 1(c)), all of the Shares.

  • Exchange Shares The Exchange Shares have been duly and validly authorized by all necessary action, and, when issued and delivered pursuant to this Agreement, such Exchange Shares will be duly and validly issued and fully paid and nonassessable, will not be issued in violation of any preemptive rights, and will not subject the holder thereof to personal liability.

  • Consideration Shares All Consideration Shares will, when issued in accordance with the terms of the Arrangement, be duly authorized, validly issued, fully paid and non-assessable Purchaser Shares.

  • Settlement Shares With respect to any Settlement Date other than the Final Date, the number of Shares designated as such by Counterparty in the relevant Settlement Notice or designated by Dealer pursuant to the “Termination Settlement” provisions of Paragraph 7(g) below, as applicable; provided that the Settlement Shares so designated shall (i) not exceed the Number of Shares at that time and (ii) in the case of a designation by Counterparty, be at least equal to the lesser of 100,000 and the Number of Shares at that time, in each case with the Number of Shares determined taking into account pending Settlement Shares; and