Common use of Backstop Closing Clause in Contracts

Backstop Closing. Subject to the satisfaction or waiver of the Backstop Conditions Precedent (other than those that are by their nature to be satisfied at a Backstop Closing, but subject to the satisfaction or waiver of such conditions at such Backstop Closing), the closing of the transactions contemplated under Section 2.5 (a “Backstop Closing”) shall take place at the offices of Skadden, Arps, Slate, M▇▇▇▇▇▇ & F▇▇▇ (UK) LLP, 4▇ ▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, counsel to the Company, on the applicable date specified in Section 2.5 above, or at such other location, date and time as may be agreed upon between the Purchaser and the Company (each a “Backstop Closing Date”). At any Backstop Closing: (a) The Company shall deliver to the Backstop Escrow Agent, to be held in escrow pursuant to the Backstop Escrow Agreement, a global note in registered form representing the Backstop Notes, with a face value equal to the aggregate principal amount of Backstop Notes so notified for issue in the relevant Backstop Notice less the aggregate principal amount of any Convertible Notes set forth in the notice of ownership provided by the Purchaser to the Company pursuant to Section 2.5, that are eligible to be cleared through the Depositary Trust Company, Euroclear S.A./N.V. or Clearstream Banking, société anonyme and a letter of instruction relating to delivery of the Backstop Notes on the Backstop Escrow Release Date in form and substance reasonably acceptable to the Purchaser, in each case, bearing the original signature of the Company, and the Purchaser shall fund, by wire transfer of immediately available funds, to the Backstop Escrow Account an amount, in United States Dollars, equal to the aggregate principal amount of Backstop Notes so notified for issue in the relevant Backstop Notice less the aggregate principal amount of any Convertible Notes set forth in the notice of ownership provided by the Purchaser to the Company pursuant to Section 2.5, to be held by the Backstop Escrow Agent pursuant to the terms of the Backstop Escrow Agreement. On the Backstop Escrow Release Date, the Backstop Notes will be deemed to be issued to the Purchaser against the release of funds from the Backstop Escrow Account in accordance with the Backstop Escrow Agreement. (b) If the Purchaser or any of its Affiliates holds Convertible Notes on a Backstop Closing Date, then the Purchaser shall purchase from the Company, and the Company shall issue to the Purchaser, Rollover Notes with a face value equal to the face value of such Convertible Notes that are eligible to be cleared through the Depositary Trust Company, Euroclear S.A./N.V. or Clearstream Banking, société anonyme, in exchange for a cash amount equal to such face value, payable by the Purchaser. On the Backstop Closing Date, the Company shall deliver to the Purchaser evidence reasonably satisfactory to the Purchaser that a global note, with a face value equal to the face amount of the Convertible Notes then owned by the Purchaser or any of its Affiliates, in registered form representing such Rollover Notes has been delivered to the Depositary Trust Company, Euroclear S.A./N.V. or Clearstream Banking, société anonyme, each to be registered in the name of the Purchaser, or in such nominee’s or nominees’ name(s) as designated by the Purchaser in writing, against payment of an amount equal to the face amount of the Convertible Notes then owned by the Purchaser or any of its Affiliates, by or on behalf of the Purchaser by wire transfer of immediately available funds, to such account or accounts as the Company shall designate in writing to the Purchaser no later than two Business Days prior to the Backstop Closing Date. The Company shall use such cash proceeds as set forth in Section 8.7(c).

Backstop Closing. Subject to the satisfaction or waiver of the Backstop Conditions Precedent (other than those that are by their nature to be satisfied at a Backstop Closing, but subject to the satisfaction or waiver of such conditions at such Backstop Closing), the closing of the transactions contemplated under Section 2.5 (a “Backstop Closing”) shall take place at the offices of Skadden, Arps, Slate, M▇▇▇▇▇▇▇ & F▇▇▇▇ (UK) LLP, 4▇▇ ▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, counsel to the Company, on the applicable date specified in Section 2.5 above, or at such other location, date and time as may be agreed upon between the Purchaser and the Company (each a “Backstop Closing Date”). At any Backstop Closing: (a) The Company shall deliver to the Backstop Escrow Agent, to be held in escrow pursuant to the Backstop Escrow Agreement, a global note in registered form representing the Backstop Notes, with a face value equal to the aggregate principal amount of Backstop Notes so notified for issue in the relevant Backstop Notice less the aggregate principal amount of any Convertible Notes set forth in the notice of ownership provided by the Purchaser to the Company pursuant to Section 2.5, that are eligible to be cleared through the Depositary Trust Company, Euroclear S.A./N.V. or Clearstream Banking, société anonyme and a letter of instruction relating to delivery of the Backstop Notes on the Backstop Escrow Release Date in form and substance reasonably acceptable to the Purchaser, in each case, bearing the original signature of the Company, and the Purchaser shall fund, by wire transfer of immediately available funds, to the Backstop Escrow Account an amount, in United States Dollars, equal to the aggregate principal amount of Backstop Notes so notified for issue in the relevant Backstop Notice less the aggregate principal amount of any Convertible Notes set forth in the notice of ownership provided by the Purchaser to the Company pursuant to Section 2.5, to be held by the Backstop Escrow Agent pursuant to the terms of the Backstop Escrow Agreement. On the Backstop Escrow Release Date, the Backstop Notes will be deemed to be issued to the Purchaser against the release of funds from the Backstop Escrow Account in accordance with the Backstop Escrow Agreement. (b) If the Purchaser or any of its Affiliates holds Convertible Notes on a Backstop Closing Date, then the Purchaser shall purchase from the Company, and the Company shall issue to the Purchaser, Rollover Notes with a face value equal to the face value of such Convertible Notes that are eligible to be cleared through the Depositary Trust Company, Euroclear S.A./N.V. or Clearstream Banking, société anonyme, in exchange for a cash amount equal to such face value, payable by the Purchaser. On the Backstop Closing Date, the Company shall deliver to the Purchaser evidence reasonably satisfactory to the Purchaser that a global note, with a face value equal to the face amount of the Convertible Notes then owned by the Purchaser or any of its Affiliates, in registered form representing such Rollover Notes has been delivered to the Depositary Trust Company, Euroclear S.A./N.V. or Clearstream Banking, société anonyme, each to be registered in the name of the Purchaser, or in such nominee’s or nominees’ name(s) as designated by the Purchaser in writing, against payment of an amount equal to the face amount of the Convertible Notes then owned by the Purchaser or any of its Affiliates, by or on behalf of the Purchaser by wire transfer of immediately available funds, to such account or accounts as the Company shall designate in writing to the Purchaser no later than two Business Days prior to the Backstop Closing Date. The Company shall use such cash proceeds as set forth in Section 8.7(c).