Backstop Agreement. The parties hereto hereby acknowledge that:
Backstop Agreement permit Xxxxxxx or Ocean to, or (i) agree to any amendment or variation of the Backstop Agreement, (ii) release Navios Acquisition from any of Navios Acquisition’s obligations under the Backstop Agreement or waive any breach of Navios Acquisition’s obligations thereunder or consent to any such act or omission of Navios Acquisition as would otherwise constitute such breach, (iii) terminate the Backstop Agreement for any reason whatsoever, (iv) grant any consent which may be required from the Borrower under the Backstop Agreement, or (v) discharge, release, compromise or waive any claims any of them has against Navios Acquisition arising out of the Backstop Agreement;
Backstop Agreement. In connection with the conduct of the Rights Offering, Alloy and xXXxX*s have entered into the Backstop Agreement with MLF, pursuant to which MLF has agreed to cause its Affiliates to exercise all of the Rights distributed to them in the Rights Offering (the “MLF Rights”) and to purchase all shares of xXXxX*s Common Stock underlying the MLF Rights at the Subscription Price. Additionally, MLF has agreed that if, at the end of the exercise period for the Rights, there are Rights of other xXXxX*s stockholders that remain unexercised (the “Unexercised Rights”), MLF shall, at the request of xXXxX*s and subject to the provisions of the Backstop Agreement, purchase, or cause certain of its Affiliates to purchase, all of the shares of xXXxX*s Common Stock underlying all Unexercised Rights at the Subscription Price. There will be no rights of oversubscription offered to any of xXXxX*s stockholders other than those provided to MLF pursuant to the Backstop Agreement.
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.
Backstop Agreement. The Company shall have executed and delivered the Backstop Agreement to X. Xxxxx Securities, Inc., an affiliate of the Purchaser.
Backstop Agreement. Upon receipt of the Backstop Notice and, in the event that Sponsor is required to purchase shares of Class A Preferred Stock pursuant to the terms hereof, Sponsor (or its affiliated entities or co-investors), the Company and Footprint shall, as promptly as practicable following receipt of the Backstop Notice, enter into a backstop agreement on substantially similar terms as the Backstop Agreement or, as applicable, Sponsor shall deliver a counterpart signature page to the Backstop Agreement.
Backstop Agreement. Simultaneously with the execution of this Agreement, Pxxxxxxxx shall enter into and deliver to the Company a fully-executed backstop/redemption agreement, the terms of which are mutually agreeable to Purchaser and the Company, in an amount no less than $40,000,000 (the “Backstop Agreement”).
Backstop Agreement. The Purchaser shall have delivered to the Company simultaneously with the execution of this Agreement, a fully-executed copy of the Backstop Agreement.
Backstop Agreement. The closing of the transactions contemplated by the Backstop Agreement, including the purchase of shares of Common Stock by the Backstop Purchaser, shall have occurred prior to or substantially contemporaneously with the Closing.
Backstop Agreement. Unless otherwise approved in writing by the Company and the Charterhouse Parties, the SPAC shall not permit any material amendment or modification to be made to, or any waiver of any provision or remedy under, or any replacement or termination of, the Backstop Agreement in any manner adverse to the Company or the Charterhouse Parties. The SPAC shall use its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the Backstop Agreement on the terms and conditions described therein, including using its reasonable best efforts to enforce its rights under the Backstop Agreement to cause the Backstop Party to pay to (or as directed by) the SPAC the applicable purchase price under the Backstop Agreement in accordance with its terms. The SPAC shall not permit the Backstop Party to transfer any New SPAC Common Stock that would trigger any filing or notification with a Regulatory Consent Authority, other than those filings and notifications listed on Section 11.01(c) of the Company Disclosure Schedule, without the prior written consent of the Company and the Charterhouse Parties.
