The Backstop Commitment. On and subject to the terms and conditions hereof, each Commitment Party hereby grants to the Company an option (collectively, the “Put Option”) to require such Commitment Party to purchase Unsubscribed Shares on the Closing Date subject to the terms and conditions of this Agreement. Upon the exercise of the Put 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, the number of Unsubscribed Shares equal to (a) such Commitment Party’s Backstop Commitment Percentage multiplied by (b) the aggregate number of Unsubscribed Shares (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 shares as the Commitment Parties may determine in their sole discretion (provided, that in no event shall such rounding reduce the aggregate commitment of the Commitment Parties). The obligations of the Commitment Parties to purchase Unsubscribed Shares as described in this Section 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 the basis of the representations and warranties contained herein, but subject to the terms and conditions set forth herein, each Investor agrees, severally and not jointly, to subscribe for and purchase on the Effective Date, and the Company agrees to sell and issue, at the Purchase Price per Note, the principal amount of Unsubscribed Notes (the “Investor’s Unsubscribed Notes”), calculated by multiplying (x) such Investor’s Backstop Percentage times (y) the aggregate number of Unsubscribed Notes (the “Backstop Commitment”).
The Backstop Commitment. On and subject to the terms and conditions hereof, including entry of the Approval Order, each Commitment Party 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 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 Shares equal to (a) such Commitment Party’s Backstop Commitment Percentage multiplied by (b) the aggregate number of Unsubscribed Shares, rounded among the Commitment Parties solely to avoid fractional shares as the Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties). The obligations of the Commitment Parties to purchase the Unsubscribed Shares as described in this 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 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.
The Backstop Commitment. (a) On the basis of the representations and warranties contained herein, but subject to the conditions set forth in Section 7 (including without limitation the entry of the Agreement Order (as defined below) and the Agreement Order becoming a Final Agreement Order), the Investor agrees to subscribe for and purchase on the Closing Date, and the Company agrees to sell and issue, at the aggregate Purchase Price therefor, all Unsubscribed Shares as of the Expiration Time (the “Backstop Commitment”). For purposes of this Agreement, “
The Backstop Commitment. (a) Subject to the conditions set forth in Section 7, each Backstop Party agrees, severally (and not jointly or jointly and severally), to subscribe for and purchase on the Effective Date, and the Company agrees to cause New Tronox to sell and issue, at the aggregate Purchase Price therefor, such Backstop Party’s Commitment Percentage of Unsubscribed Shares as of the Expiration Time (the “Backstop Commitment”).
The Backstop Commitment. (a) On the basis of the representations and warranties contained herein, but subject to the conditions set forth in Section 11 hereof and the utilization of the proceeds of the Rights Offering solely as set forth in Section 9(i) hereof, and pursuant to Sections 25 and 26 hereof, each Investor agrees to subscribe for in accordance with the Plan and purchase on the Effective Date (the “Closing Date”), and the Company agrees to sell and issue, at a purchase price per Unit equal to the Subscription Purchase Price, (i) such Investor’s Subscription Units and (ii) a number of Residual Units calculated by multiplying (x) such Investor’s Backstop Percentage times (y) the aggregate number of Residual Units (collectively, the “Commitment”). Subject to the foregoing, each Investor shall, or shall cause its Affiliates to, elect to receive and exercise all of the Rights offered to such Investor or Affiliate in respect of its Eligible Claims in accordance with the Plan.
The Backstop Commitment. (a) On the basis of the representations and warranties herein contained, but subject to the conditions set forth in Section 7, on the Closing Date (i) Hawkeye agrees to subscribe for and purchase, and ABE agrees to issue and sell, at the aggregate Purchase Price, all of the Hawkeye Pro-Rata Units and (ii) Hawkeye agrees to subscribe for and purchase, and ABE agrees to issue and sell, at the aggregate Purchase Price therefor, all Unsubscribed Units as of the Subscription Expiration Date (the commitments set forth in clauses (i) and (ii) above, collectively, the “Backstop Commitment”).
The Backstop Commitment. (a) On the basis of the representations and warranties contained herein, but subject to the conditions set forth in Section 7, each Investor agrees to purchase from the Issuer on the Effective Date, and the Issuer agrees to issue and sell to each Investor, at the aggregate Purchase Price therefor, such Investor’s portion of the Unsubscribed New Notes as set forth on Schedule A hereto (the “Backstop Commitment”).
The Backstop Commitment. (a) On the basis of the representations and warranties herein contained, but subject to the conditions set forth in Section 7, (i) the Investor agrees to subscribe for and purchase, and the Company agrees to sell and issue, at the aggregate Purchase Price therefor, all Unsubscribed Shares as of the Expiration Time (subject to the Share Cap less the number of Investor Rights Offering Shares purchased by the Investor), and (ii) the Investor agrees to purchase (or to exercise the Rights for), and the Company agrees to issue and sell, all of the Investor Rights Offering Shares by (x) payment of the aggregate Purchase Price therefor at the Closing Date or (y) by exercise of Rights issued on the Investor Owned Shares in accordance with the terms of the Rights Offering (except that, in either case, the Investor may pay the aggregate Purchase Price for the Investor Rights Offering Shares by transfer of funds from the Escrow) (the commitments set forth in (i) and (ii) above, together, the “Backstop Commitment”).
