Common use of The Backstop Commitment Clause in Contracts

The Backstop Commitment. (a) On and subject to the terms and conditions hereof, including entry of the Confirmation Order, each Commitment Party agrees, severally and not jointly, to fully exercise all Subscription Rights that are properly issued to it and its Affiliates based on the Unsecured Notes Claims listed on Schedule 2 pursuant to the Rights Offering and duly purchase all Rights Offering Securities issuable to it and its Affiliates pursuant to such exercise at the applicable Purchase Price, in accordance with the Rights Offering Procedures and the Plan. (b) On and subject to the terms and conditions hereof, including entry of the Confirmation Order, each Commitment Party agrees, severally and not jointly, to purchase, and the Company agrees to sell to such Commitment Party, on the Closing Date for the applicable Purchase Price, the number of Unsubscribed Securities equal to (a) such Commitment Party’s Backstop Commitment Percentage multiplied by (b) the aggregate number of Unsubscribed Securities, rounded among the Commitment Parties solely to avoid fractional securities as the Commitment Parties may determine in their sole discretion. The obligations of the Commitment Parties to purchase such Unsubscribed Securities as described in this Section 2.2(b) shall be referred to as the “Backstop Commitment.”

The Backstop Commitment. (a) On and subject to the terms and conditions hereof, including entry of the Confirmation Order, each Commitment Party agreeshereby grants to the Company an option (collectively, severally and not jointly, the “Put Option”) to fully exercise all Subscription Rights that are properly issued require such Commitment Party to it and its Affiliates based purchase Unsubscribed Shares on the Unsecured Notes Claims listed on Schedule 2 pursuant to the Rights Offering and duly purchase all Rights Offering Securities issuable to it and its Affiliates pursuant to such exercise at the applicable Purchase Price, in accordance with the Rights Offering Procedures and the Plan. (b) On and Closing Date subject to the terms and conditions hereof, including entry of this Agreement. Upon the exercise of the Confirmation OrderPut Option, each Commitment Party agrees, severally and not jointly, to purchase, and the Company agrees to sell to such Commitment Party, on the Closing Date for the applicable Purchase PriceDate, the number of Unsubscribed Securities Shares equal to (a) such Commitment Party’s Backstop Commitment Percentage multiplied by (b) the aggregate number of Unsubscribed SecuritiesShares (provided, that, for the avoidance of doubt, such applicable portion of Unsubscribed Shares shall be multiplied by the applicable Backstop Commitment Percentage for such Commitment Party set forth on Schedule 2A or Schedule 2B, as applicable), rounded among the Commitment Parties solely to avoid fractional securities shares as the Commitment Parties may determine in their sole discretiondiscretion (provided, that in no event shall such rounding reduce the aggregate commitment of the Commitment Parties). The obligations of the Commitment Parties to purchase such Unsubscribed Securities Shares as described in this Section 2.2(b) 2.2 shall be referred to as the “Backstop Commitment”. The Company may exercise the Put Option by delivery to each Commitment Party of a written put election notice (the “Put Election”); provided, however, that the Put Option shall automatically and irrevocably be deemed to have been exercised by the Company, without the need for delivery of a written notice or the taking of any further action by the Company or any other Person. The purchase price payable by each Commitment Party in respect of each Unsubscribed Share that such Commitment Party is obligated to purchase under its Backstop Commitment shall be the Per Share Purchase Price.”

The Backstop Commitment. (a) On and subject to the terms and conditions hereof, including entry of the Confirmation Approval Order, each Commitment Party agrees, severally and not jointly, to fully exercise all Subscription Rights that are properly issued to it and its Affiliates based on the Unsecured Notes Claims listed on Schedule 2 pursuant to the Rights Offering and duly purchase all Rights Offering Securities Shares issuable to it and its Affiliates pursuant to such exercise at the applicable Purchase Priceexercise, in accordance with the Rights Offering Procedures and the Plan. (b) ; provided that any Commitment Party that fails to comply with such obligations shall be liable to each non-Defaulting Commitment Party as a result of such failure to comply. On and subject to the terms and conditions hereof, including entry of the Confirmation Order, each Commitment Party agrees, severally and not jointly, to purchase, and the Company agrees to sell to such Commitment Party, on the Closing Date for the applicable aggregate Per Share Purchase Price, the number of Unsubscribed Securities Shares equal to (a) such Commitment Party’s Backstop Commitment Percentage multiplied by (b) the aggregate number of Unsubscribed SecuritiesShares, rounded among the Commitment Parties solely to avoid fractional securities shares as the Commitment Parties may determine in their sole discretiondiscretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties). The obligations of the Commitment Parties to purchase such the Unsubscribed Securities Shares as described in this Section 2.2(b) 2.2 shall be referred to as the “Backstop Commitment”.”

The Backstop Commitment. On and subject to the terms and conditions hereof, including entry of the BCA Approval Order, each Unsecured Commitment Party and each Secured Commitment Party agrees, severally and not jointly, to fully exercise (aor to cause certain of its and its Affiliated Funds to fully exercise) all Subscription Rights that are issued to it pursuant to the Unsecured Rights Offering and Secured Rights Offering, respectively, and duly and timely purchase all Rights Offering Shares issuable to it pursuant to such exercise, in accordance with the Rights Offering Procedures and the Plan; provided that any Defaulting Commitment Party shall be liable to each non-Defaulting Commitment Party, the Company and the Reorganized Company as a result of any breach of its obligations hereunder; provided, further that, for the avoidance of doubt, to the extent any Commitment Party does not fully exercise (or cause certain of its and its Affiliated Funds to fully exercise) all Subscription Rights that are issued to it pursuant to the Rights Offerings and duly and timely purchase all Rights Offering Shares issuable to it pursuant to such exercise, such Commitment Party shall not be permitted to elect that any Unsubscribed Shares or Available Shares purchased by such Commitment Party be issued as Preferred Shares pursuant to this Section 2.2 and Section 2.3. On and subject to the terms and conditions hereof, including entry of the Confirmation Order, (a) each Unsecured Commitment Party agrees, severally and not jointly, to fully exercise all Subscription Rights that are properly issued purchase (or to it cause certain of its Affiliated Funds to purchase), and its Affiliates based the Reorganized Company shall sell to such Unsecured Commitment Party (or such Affiliated Funds), on the Unsecured Notes Claims listed on Schedule 2 pursuant to the Rights Offering and duly purchase all Rights Offering Securities issuable to it and its Affiliates pursuant to such exercise at Closing Date for the applicable aggregate Per Equity Share Purchase PricePrice the number of Unsecured Unsubscribed Shares equal to (x) such Unsecured Commitment Party’s Unsecured Backstop Commitment Percentage multiplied by (y) the aggregate number of Unsecured Unsubscribed Shares (such obligation to purchase, the “Unsecured Backstop Commitment”), rounded among the Unsecured Commitment Parties solely to avoid fractional shares as the Required Supporting Unsecured Noteholders may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Unsecured Commitment Parties); provided, that, notwithstanding the foregoing, the Unsecured Commitment Parties purchasing such Unsecured Unsubscribed Shares shall be able to elect, in accordance with the Rights Offering Procedures each Unsecured Commitment Party’s sole discretion, that such Unsecured Unsubscribed Shares be issued as either Common Shares or Preferred Shares (or some combination of each) and the Plan. (b) On and subject to the terms and conditions hereof, including entry of the Confirmation Order, each Secured Commitment Party agrees, severally and not jointly, to purchase (or to cause certain of its Affiliated Funds to purchase), and the Reorganized Company agrees to shall sell to such Secured Commitment PartyParty (or such Affiliated Funds), on the Closing Date for the applicable aggregate Per Equity Share Purchase Price, Price the number of Secured Unsubscribed Securities Shares equal to (ax) such Secured Commitment Party’s Secured Backstop Commitment Percentage multiplied by (by) the aggregate number of Secured Unsubscribed SecuritiesShares (such obligation to purchase, the “Secured Backstop Commitment”), rounded among the Secured Commitment Parties solely to avoid fractional securities shares as the Commitment Parties Required Supporting Secured Noteholders may determine in their sole discretion. The obligations discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Secured Commitment Parties); provided, that, notwithstanding the foregoing, the Secured Commitment Parties to purchase purchasing such Secured Unsubscribed Securities as described in this Section 2.2(b) Shares shall be referred able to elect, in each Secured Commitment Party’s sole discretion, that such Secured Unsubscribed Shares be issued as the “Backstop Commitmenteither Common Shares or Preferred Shares (or some combination of each).”

The Backstop Commitment. (a) On and subject to the terms and conditions hereof, including entry of the Confirmation Order, each Commitment Party agrees, severally and not jointly, to fully exercise all Subscription Rights that are properly issued to it and its Affiliates based on the Unsecured Notes Claims listed on Schedule 2 pursuant to the Rights Offering and duly purchase all Rights Offering Securities Shares issuable to it and its Affiliates pursuant to such exercise at the applicable Purchase Priceexercise, in accordance with the Rights Offering Procedures and the Plan; provided that any such Commitment Party that fails to fully comply with such obligations shall be liable to the Company and each non-Defaulting Commitment Party as a result of such failure to comply. (b) On and subject to the terms and conditions hereof, including entry of the Confirmation Order, each Commitment Party agrees, severally and not jointly, to purchase, and the Company agrees to sell to such Commitment Party, on the Closing Date for the applicable Purchase Price, the number of Unsubscribed Securities Shares equal to (a) such Commitment Party’s Backstop Commitment Percentage multiplied by (b) the aggregate number of Unsubscribed SecuritiesShares, rounded among the Commitment Parties solely to avoid fractional securities shares as the Commitment Parties may determine in their sole discretion. The obligations of the Commitment Parties to purchase such Unsubscribed Securities Shares as described in this Section 2.2(b) shall be referred to as the “Backstop Commitment”.”

The Backstop Commitment. (a) Subject to Section 2.02(b) and Section 2.06, on and subject to the terms and conditions hereof, including entry of the BCA Approval Order and BCA Consummation Approval Order by the Bankruptcy Court, each Backstop Party hereby agrees, severally and not jointly, to fully exercise all Subscription Rights that are issued to it pursuant to the Rights Offering and duly purchase all Rights Offering Shares issuable to it pursuant to such exercise, in accordance with the Rights Offering Procedures and the Plan; provided that any Defaulting Backstop Party shall be liable to each non-Defaulting Backstop Party, the Company and Reorganized Legacy Reserves as a result of any breach of its obligations hereunder. On and subject to the terms and conditions hereof, including entry of the Confirmation Order, each Commitment Party agrees, severally and not jointly, to fully exercise all Subscription Rights that are properly issued to it and its Affiliates based on the Unsecured Notes Claims listed on Schedule 2 pursuant to the Rights Offering and duly purchase all Rights Offering Securities issuable to it and its Affiliates pursuant to such exercise at the applicable Purchase Price, in accordance with the Rights Offering Procedures and the Plan. (b) On and subject to the terms and conditions hereof, including entry of the Confirmation Order, each Commitment Backstop Party agrees, severally and not jointly, to purchase, and the Company agrees to Reorganized Legacy Reserves shall sell to such Commitment Backstop Party, on the Closing Date for the applicable Purchase aggregate Per Share Price, the number of Unsubscribed Securities Shares equal to (ax) such Commitment Backstop Party’s Backstop Commitment Percentage multiplied by (by) the aggregate number of Unsubscribed SecuritiesShares (such obligation to purchase, the “Backstop Commitment”), rounded among the Commitment Backstop Parties solely to avoid fractional securities shares as the Commitment Required Backstop Parties may determine (provided that in their sole discretion. The obligations no event shall such rounding reduce the aggregate commitment of the Commitment Parties to purchase such Unsubscribed Securities as described in this Section 2.2(b) shall be referred to as the “any Backstop CommitmentParty).”

The Backstop Commitment. (a) On and subject to the terms and conditions hereof, including entry of the Confirmation BCA Consummation Approval Order, each Commitment Party agreeshereby grants to MPM an option (collectively, severally and not jointly, the “Put Option”) to fully exercise all Subscription Rights that are properly issued require such Commitment Party to it and its Affiliates based purchase Unsubscribed Shares on the Unsecured Notes Claims listed on Schedule 2 pursuant to the Rights Offering and duly purchase all Rights Offering Securities issuable to it and its Affiliates pursuant to such exercise at the applicable Purchase Price, in accordance with the Rights Offering Procedures and the Plan. (b) On and Closing Date subject to the terms and conditions hereof, including entry of this Agreement. Upon the exercise of the Confirmation OrderPut Option, each Commitment Party agrees, severally and not jointly, to purchase, and the Company MPM agrees to sell to such Commitment Party, on the Closing Date for the applicable Purchase PriceDate, the number of Unsubscribed Securities Shares equal to (a) such Commitment Party’s Backstop Commitment Percentage multiplied by (b) the aggregate number of Unsubscribed SecuritiesShares, rounded among the Commitment Parties solely to avoid fractional securities shares as the Commitment Parties may determine in their sole discretion. The obligations of the Commitment Parties to purchase such Unsubscribed Securities as described in this Section 2.2(b) 2.2 shall be referred to as the “Backstop Commitment”. MPM may exercise the Put Option by delivery to each Commitment Party of a written put election notice (the “Put Election”), provided that the Put Option shall automatically and irrevocably be deemed to have been exercised by MPM, without the need for delivery of written notice or the taking of any other further action by MPM or any other any Person, if the conditions set forth in Sections 7.3(e) and 7.3(f) shall have been satisfied or waived in accordance with this Agreement. The purchase price payable by each Commitment Party in respect of each Unsubscribed Share that such Commitment Party is obligated to purchase under its Backstop Commitment shall be the Purchase Price.”

The Backstop Commitment. (a) On and subject to the terms and conditions hereof, including entry of the Confirmation BCA Consummation Approval Order, each Commitment Backstop Party hereby (a) agrees, severally and not jointly, to fully exercise all Subscription Rights that are properly issued to it and its Affiliates based on the Unsecured Notes Claims listed on Schedule 2 pursuant to the Rights Offering and duly purchase all Rights Offering Securities Shares issuable to it and its Affiliates pursuant to such exercise at the applicable Purchase Priceexercise, in accordance with the Rights Offering Procedures and the Plan. Plan and (b) On and grants to the Company an option (collectively, the “Put Option”) to require such Backstop Party to purchase Unsubscribed Shares on the Closing Date subject to the terms and conditions hereof, including entry of this Agreement. Upon the exercise of the Confirmation OrderPut Option, each Commitment Backstop Party agrees, severally and not jointly, to purchase, and the Company agrees to sell to such Commitment Backstop Party, on the Closing Date for the applicable Purchase PriceDate, the number of Unsubscribed Securities Shares equal to (a) such Commitment Backstop Party’s Backstop Commitment Percentage multiplied by (b) of the aggregate number amount of Unsubscribed SecuritiesShares, rounded among the Commitment Backstop Parties solely to avoid fractional securities shares as the Commitment Backstop Parties may determine in their sole discretion. The obligations of the Commitment Backstop Parties to purchase such Unsubscribed Securities as described in this Section 2.2(b) 2.02 shall be referred to as the “Backstop Commitment.”” The Company may exercise the Put Option by delivery to each Backstop Party of a written put election notice, provided that the Put Option shall be deemed to have been exercised by the Company, without the need for delivery of written notice or the taking of any other further action by the Company or any other Person, if the conditions set forth in Section 7.01(e), Section 7.01(f) and Section 7.01(g) shall have been satisfied or waived in accordance with this Agreement and the Company has not provided the Backstop Parties with written notice that it will not exercise the Put Option.

The Backstop Commitment. (a) On and subject to the terms and conditions hereof, including entry of the Confirmation Approval Order, each Commitment Party agrees, severally and not jointly, to fully exercise all Subscription Rights that are properly issued to it and its Affiliates based on the Unsecured Notes Claims listed on Schedule 2 pursuant to the Rights Offering and duly purchase all Rights Offering Securities Shares issuable to it and its Affiliates pursuant to such exercise at the applicable Purchase Priceexercise, in accordance with the Rights Offering Procedures and the Plan. (b) ; provided that any Commitment Party that fails to comply with such obligations shall be liable to each non-Defaulting Commitment Party as a result of such failure to comply. On and subject to the terms and conditions hereof, including entry of the Confirmation Order, each Commitment Party agrees, severally and not jointly, to purchase, and the Company agrees to sell to such Commitment Party, on the Closing Date for the applicable aggregate Per Share Purchase Price, the number of Unsubscribed Securities Shares equal to (a) such Commitment Party’s Backstop Commitment Percentage multiplied by (b) the aggregate number of Unsubscribed SecuritiesShares, rounded among the Commitment Parties solely to avoid fractional securities shares as the Commitment Parties may determine in their sole discretiondiscretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties). The obligations of the Commitment Parties to purchase such the Unsubscribed Securities Shares as described in this Section 2.2(b) ‎Section 2.2 shall be referred to as the “Backstop Commitment”.”

The Backstop Commitment. (a) On and subject to the terms and conditions hereof, including entry of the Confirmation PPA and BCA Approval Order, each Commitment Party agrees, severally and not jointly, to fully exercise all Subscription Rights that are properly issued to it and its Affiliates based on the Unsecured Notes Claims listed on Schedule 2 pursuant to the Rights Offering and duly purchase all Rights Offering Securities Shares issuable to it and its Affiliates pursuant to such exercise at the applicable Purchase Priceexercise, in accordance with the Rights Offering Procedures and the Plan. (b) ; provided that any Defaulting Commitment Party shall be liable to each non-Defaulting Commitment Party, the Company and the Reorganized Debtors as a result of any breach of its obligations hereunder. On and subject to the terms and conditions hereof, including entry of the Confirmation Order, each Commitment Party agrees, severally and not jointly, to purchase, and the Reorganized Company agrees to shall sell to such Commitment Party, on the Closing Date for the applicable aggregate Per Share Purchase Price, the number of Unsubscribed Securities Shares equal to (ax) such Commitment Party’s Backstop Commitment Percentage multiplied by (by) the aggregate number of Unsubscribed SecuritiesShares (such obligation to purchase, the “Backstop Commitment”), rounded among the Commitment Parties solely to avoid fractional securities shares as the Commitment Parties Requisite Consenting Noteholders may determine (provided that in their sole discretion. The obligations no event shall such rounding reduce the aggregate commitment of the any Commitment Parties to purchase such Unsubscribed Securities as described in this Section 2.2(b) shall be referred to as the “Backstop CommitmentParty).”