Backstop Commitment Sample Clauses

Backstop Commitment. (a) Each Unsecured Commitment Party (i) shall fully exercise all Unsecured Subscription Rights that are issued to it pursuant to the Unsecured Rights Offering and duly purchase all Unsecured Rights Offering Shares issuable to it pursuant to such exercise at the Purchase Price (each an “Unsecured Subscription Rights Commitment” and, collectively, the “Unsecured Subscription Rights Commitments”) and (ii) agrees to purchase (on a several and not joint basis) the Unsecured Rights Offering Shares (based on a price per Share equal to Plan Value less a 25% discount thereto (the “Discounted Backstop Price”)) that are not purchased as part of the Unsecured Rights Offering by holders of Allowed LINN Unsecured Notes Claims that are not Unsecured Commitment Parties (together with any additional Shares, at the Discounted Backstop Price, issued on account of such unpurchased Unsecured Rights Offering Shares to account for the Discounted Backstop Price at which the unpurchased Shares are to be sold), in accordance with the percentage set forth on Schedule IA hereto opposite the name of such Unsecured Commitment Party, as the percentage on such Schedule IA may be adjusted from time to time in accordance with Section 6 and Section 7 hereof (as to each Unsecured Commitment Party, its “Unsecured Backstop Commitment Percentage”), on the terms and subject to the conditions set forth in this Commitment Letter and in the Term Sheet (each an “Unsecured Backstop Commitment” and, collectively, the “Unsecured Backstop Commitments”). The Unsecured Subscription Rights Commitment together with the Unsecured Backstop Commitment of an Unsecured Commitment Party are referred to herein as the “Unsecured Commitment” of such Unsecured Commitment Party, and, collectively with the Unsecured Commitment of each other Unsecured Commitment Party, the “Unsecured Commitments”.
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Backstop Commitment. (a) On the terms and subject to the conditions contained herein, and in reliance on the representations and warranties set forth in this Agreement, the Backstop Investor hereby agrees to purchase, and the Company hereby agrees to sell and issue to the Backstop Investor, at the Backstop Purchase Price therefor, the Backstop Shares.
Backstop Commitment. 1.1 Upon the terms and subject to the conditions set forth herein, in the event that the amount of funds held in the Trust Account (after giving effect to Redemptions) plus the aggregate amount of cash payable to Pubco pursuant to all PIPE Subscriptions by PIPE Investors other than Sponsor is less than $100,000,000, Sponsor hereby agrees to acquire, and/or to cause on or more Sponsor Designees to acquire, from Pubco, and Pubco agrees to issue to Sponsor and/or one or more Sponsor Designees, as applicable, an aggregate number of Pubco Securities equal to the aggregate Commitment Amount divided by the applicable purchase price of each such Pubco Security, in each case as further specified in Section 1.2. For purposes hereof, “
Backstop Commitment. Section 2.2(a) of the BCA shall be amended and restated in its entirety as follows:
Backstop Commitment. (a) Subject to the consummation of the Rights Offering and the terms and conditions of this Agreement, the Investors shall purchase from the Company (in amounts among the Investors as set forth on Annex III hereto), and the Company shall sell and issue to the Investors, at a price per share equal to the Rights Subscription Price, a number of shares of Common Stock (the “Backstop Commitment”) equal to (x) the Aggregate Offered Shares minus the sum of (y) (1) the number of shares of Common Stock subscribed for and purchased pursuant to the Rights Offering and (2) the Management Shares. Within two (2) Business Days after the closing of the Subscription Period, the Company shall issue to the Investors a notice (the “Subscription Notice”) setting forth the number of shares of Common Stock subscribed for in the Rights Offering and the Management Shares to be acquired as contemplated by Section 6.3(h) and, accordingly, the number of shares of Common Stock to be acquired by the Investors pursuant to the Backstop Commitment. Shares of Common Stock acquired by the Investors pursuant to the Backstop Commitment are collectively referred to as the “Backstop Acquired Shares.”
Backstop Commitment. (a) Subject to the consummation of the Rights Offering and the conditions in this Agreement, each Investor shall, severally and not jointly, purchase from the Company, and the Company shall issue to such Investor, at the Subscription Price, such Investor’s Pro Rata Portion of an aggregate number of shares of Common Stock (the “Backstop Commitment”) equal to (i) the lesser of (A) $45,000,000 minus the aggregate proceeds of the Rights Offering or (B) the aggregate commitment listed in the Commitment Amount column of Annex 1, divided by (ii) the Subscription Price. Notwithstanding any other section hereof, in no case shall any Investor become the beneficial owner of more than 19.9% of the outstanding Common Stock as a result of the transactions contemplated herein, and the maximum Backstop Commitment issuable to each Investor in connection with the transactions contemplated herein shall be proportionally reduced as necessary to give effect to such limitation (the “Nasdaq Cap”). Within two Business Days after the closing of the Rights Offering, the Company shall issue to the Investors a notice (the “Subscription Notice”) setting forth the number of shares of Common Stock subscribed for in the Rights Offering and the aggregate proceeds of the Rights Offering and, accordingly, the number of shares of Common Stock to be acquired by the Investors pursuant to the Backstop Commitment at the Subscription Price, subject to the Nasdaq Cap. Shares of Common Stock acquired by the Investors pursuant to the Backstop Commitment are collectively referred to as the “Backstop Acquired Shares.”
Backstop Commitment. Subject to the terms, conditions and limitations described herein (including Paragraph 7 hereof), to provide assurance that the Rights Offering will be fully subscribed, the Backstop Parties severally and not jointly commit to purchase, in the respective percentages set forth on Exhibit B hereto (the “Commitment Percentages”), all of the additional Depositary Shares not sold to other Eligible Common Stockholders in the Rights Offering (the “Rights Offering Backstop Commitment”) and all of the additional Preferred Membership Interests not sold to other Eligible LLC Members in the Concurrent Private Placement (the “LLC Backstop Commitment,” and, together with the Rights Offering Backstop Commitment, the “Backstop Commitment”). Greenlight, in its discretion, may allocate its aggregate Backstop Commitment among the Greenlight Parties and accordingly allocate the Greenlight Parties' Commitment Percentage among the Greenlight Parties (it being understood and agreed that no such allocation among the Greenlight Parties will decrease the aggregate amount of Depositary Shares or Preferred Membership Interests that the Greenlight Parties are obligated to purchase pursuant to the Backstop Commitment). The Greenlight Parties shall provide notice to BFE Corp., a reasonable amount of time prior to closing, of such allocation.
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Backstop Commitment. (a) Subject to the consummation of the Rights Offering and terms and conditions set forth herein, in order to provide assurance that the Rights Offering will be fully subscribed, the Backstop Purchasers hereby commit to purchase from the Company, and the Company hereby agrees to sell to the Backstop Purchasers, at the Subscription Price, any and all Unsubscribed Rights Shares, subject to such amount, order and priority as set forth on Exhibit B attached hereto (the “Backstop Commitment”). The “
Backstop Commitment. Subject to the terms, conditions and limitations described herein, to provide assurance that the Rights Offering will be fully subscribed, the Backstop Parties severally and not jointly commit to purchase, in the respective percentages set forth on Exhibit B hereto (the “Commitment Percentages”), all of the additional shares of Series A Convertible Preferred Stock not sold to other Eligible Common Stockholders in the Rights Offering (the “Backstop Commitment”).
Backstop Commitment. (a) Subject to the consummation of the Rights Offering and terms and conditions set forth herein, in order to provide assurance that the Company will receive gross proceeds from the Rights Offering not to exceed the amount of $7.0 million in the aggregate, the Backstop Purchaser agrees to exercise its Rights in full and to purchase, at the Subscription Price, that number of the shares of Common Stock equal to (x) $7.0 million, less the aggregate dollar amount of the shares subscribed for pursuant to the exercise of Rights (including the Over-Subscription Privilege (as defined in the Registration Statement)), divided by (y) the Subscription Price, to the extent that such shares are not subscribed for pursuant to the exercise of Rights (including the Over-Subscription Privilege), with such shares being hereinafter referred to as the “Unsubscribed Rights Shares” and such commitment by the Backstop Purchaser being hereinafter referred to as the “Backstop Commitment”. The Subscription Price shall be determined by the Board of Directors based on a range of discount between 5% and 25% to the 25-trading-day volume weighted average price for the period immediately preceding the launch of the Rights Offering.
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