Backstop Commitment Fee Sample Clauses
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Backstop Commitment Fee. (a) To compensate the Backstop Equity Investors for the risk of their undertakings herein, the Company shall pay to the Backstop Equity Investors, in the aggregate and in accordance with the terms of the Plan, on the Effective Date, a backstop commitment fee (the “Backstop Commitment Fee”) of such number of additional shares of New Common Stock equal to 6% of the Rights Offering Shares eligible to be purchased in the Rights Offering (the “Commitment Fee Shares”) provided that, if the Effective Date shall not occur and/or this Agreement is terminated prior to the Effective Date in accordance with the provisions hereof, then the Backstop Commitment Fee shall not be paid and the Company shall have no further liability with respect to the Backstop Commitment Fee. The Backstop Commitment Fee shall be paid to the Backstop Equity Investors on a ratable basis in accordance with their respective Total Commitment Percentages; provided, however, that any Backstop Equity Investor who is a Defaulting Backstop Equity Investor shall be deemed to irrevocably waive any right or entitlement to any portion of the Backstop Commitment Fee and the portion of the Backstop Commitment Fee otherwise payable to such Defaulting Backstop Equity Investor pursuant to its Total Commitment Percentage shall be paid to the Non-Defaulting Backstop Equity Investors on a pro rata basis based on the number of Default Shares (if any) such Non-Defaulting Backstop Equity Investors have elected to purchase pursuant to Section 1.2(b) over the total number of Default Shares available. Subject to Section 1.3(b) and in accordance with the Agreement Order, the Backstop Commitment Fee shall be paid on the Effective Date without any further action required of or entertained by the Bankruptcy Court.
(b) In the event that a Non-Defaulting Equity Investor purchases Default Shares within five (5) Business Day or less prior to the Effective Date, the portion of the Backstop Commitment Fee payable in respect of those Default Share pursuant to the proviso in the first sentence of Section 1.3(a), shall instead be payable by the Debtors on the closing of the purchase and sale of such Default Shares.
(c) The Backstop Commitment Fee shall be earned and payable without regard to whether the Rights Offering is fully subscribed. The provision for payment of the Backstop Commitment Fee is an integral part of the transactions contemplated by this Agreement and without this provision, the Backstop Equity Investors would n...
Backstop Commitment Fee. As consideration for the commitments and agreements of the Purchaser under this Agreement, the Company agrees to pay to the Purchaser an aggregate commitment fee of $1,500,000 (the “Commitment Fee”). The Commitment Fee shall be due and payable in cash via wire transfer of immediately available funds on the date hereof to the account set forth on Exhibit B hereto.
Backstop Commitment Fee. As defined in this Restructuring Term Sheet. Backstop Parties As defined in this Restructuring Term Sheet. Bankruptcy Code Title 11 of the United States Code, 11 U.S.C. §§ 101–1532, as amended. Bankruptcy Court The United States Bankruptcy Court for the Southern District of Texas. Bankruptcy Rules The Federal Rules of Bankruptcy Procedure. Bar Date The date established by the Bankruptcy Court by which Proof of Claims or Proof of Interests must be Filed with respect to such Claims or Interests, other than Administrative Claims, Claims held by Governmental Units, or other Claims or Interests for which the Bankruptcy Court entered an order excluding the holders of such Claims or Interests from the requirement of Filing Proof of Claims or Proof of Interests. Business Day Any day other than a Saturday, Sunday, or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state of New York. Cause of Action Any claims, interests, damages, remedies, causes of action, demands, rights, actions, suits, obligations, liabilities, accounts, defenses, offsets, powers, privileges, licenses, Liens, indemnities, guaranties, and franchises of any kind or character whatsoever, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, contingent or non-contingent, liquidated or unliquidated, secured or unsecured, assertable, directly or derivatively, matured or unmatured, suspected or unsuspected, in contract, tort, law, equity, or otherwise. Causes of Action also include: (a) all rights of setoff, counterclaim, or recoupment and claims under contracts or for breaches of duties imposed by law; (b) the right to object to or otherwise contest Claims or Interests; (c) claims pursuant to sections 362, 510, 542, 543, 544 through 550, or 553 of the Bankruptcy Code; and (d) such claims and defenses as fraud, mistake, duress, and usury, and any other defenses set forth in section 558 of the Bankruptcy Code.
Backstop Commitment Fee. The Company shall have paid the Backstop Commitment Fee accordance with Section 1.3, and no portion of the Backstop Commitment Fee shall have been invalidated or voided, or be required to be repaid or otherwise disgorged to the Aquilex Parties or any other Person.
Backstop Commitment Fee. The Debtors shall have paid to the Backstop Providers the Backstop Commitment Fee as set forth in Section 2.3(c), subject to reduction pursuant to Section 2.3(d) of this Agreement;
Backstop Commitment Fee. The Company shall have paid the Backstop Commitment Fee accordance with Section 1.3 hereof.
Backstop Commitment Fee. The Debtors shall have paid to the Backstop Party the Backstop Commitment Fee as set forth in Section 2.1(e)(i);
Backstop Commitment Fee. The “Backstop Commitment Fee” means a nonrefundable aggregate premium equal to 10% of the aggregate amount of the Rights Offering, excluding any oversubscription amounts, payable in New Common Stock issued at the Rights Offering Value.