Backstop Commitment Premium. The Company Parties shall have paid (or such amounts shall be paid concurrently with the Closing) to each Backstop Party its Backstop Commitment Premium Share Amount as set forth in Section 3.2.
Backstop Commitment Premium. All premiums and other amounts, including the Backstop Commitment Premium and the Transaction Expenses, required to be paid or reimbursed by the Debtors to the Commitment Parties as of the Effective Date shall have been so paid or reimbursed (or shall be paid concurrently with the occurrence of the Effective Date).
Backstop Commitment Premium. The Debtors will pay the Commitment Parties on the Effective Date a backstop premium equal to 4.0% of the $530 million committed amount (the “Backstop Commitment Premium”), of which 3.0% will be paid in cash and 1.0% in the form of Common Stock at the Discounted Per Share Price; provided, that to the extent the Backstop Commitment Agreement is terminated for any reason other than by the Company under clause (iv) of its termination rights below, the Debtors shall pay the Backstop Commitment Premium entirely in cash to the Commitment Parties promptly after the date of such termination. The Backstop Commitment Premium shall be fully earned and nonrefundable as of the date of the BCA Approval Order (as defined below). All amounts payable to the Commitment Parties in their capacities as such for the Backstop Commitment Premium shall be paid pro rata based on the amount of their respective Backstop Commitments (as compared to the aggregate Backstop Commitment of all Commitment Parties) on the Effective Date (or, if applicable, on the date the Backstop Commitment Agreement is terminated). The Backstop Commitment Premium and the Expense Reimbursement (as defined below) shall constitute allowed administrative expenses of the Debtors’ estates under sections 503(b) and 507 of the Bankruptcy Code under the BCA Approval Order (as defined below). The issuance of the Backstop Commitment Premium payable in the form of Common Stock shall be exempt from the registration requirements of the securities laws pursuant to section 1145 of the Bankruptcy Code. Expense Reimbursement: In accordance with and subject to the BCA Approval Order (as defined below), the Debtors will pay all reasonably incurred and documented out-of-pocket fees and expenses of all of the attorneys, accountants, other professionals, advisors, and consultants incurred on behalf of the Ad Hoc Group of Unsecured Noteholders and the Ad Hoc Group of Second Lien Noteholders (together, the “Ad Hoc Groups”), whether incurred directly by the relevant Noteholders or on behalf of the Noteholders through the Indenture Trustee, including, (i) in respect of the Ad Hoc Group of Unsecured Noteholders, the fees and expenses of Milbank, Tweed, Xxxxxx & XxXxxx LLP and PJT Partners Inc., and (ii) in respect of the Ad Hoc Group of Second Lien Noteholders, the fees and expenses of O’Melveny & Xxxxx LLP, Xxxxxx Xxxxxx LLP, Intrepid Financial Partners, L.L.C., and X.X. Xxx Xxxxxx & Co. (such payment obligations, the “Expense Reimb...
Backstop Commitment Premium. All premiums and other amounts, including the Backstop Commitment Premium, required to be paid or reimbursed by the Reorganized CRC to the Backstop Parties as of the Plan Effective Date shall have been so paid or reimbursed (or shall be paid concurrently with the occurrence of the Plan Effective Date).
Backstop Commitment Premium. A premium in an amount equal to 8% of the Rights Offering Amount payable in shares of New Common Stock (the “Backstop Commitment Premium”) calculated at the same Per Share Price as the Equity Rights Offering which shall be deemed fully earned by the Backstop Parties upon the execution of the Restructuring Support Agreement. The Company shall cause the Backstop Commitment Premium to be paid to the Backstop Parties on the Plan Effective Date. Subject to Bankruptcy Court approval, the Backstop Commitment Premium shall constitute an allowed administrative expense of the Debtors’ estates under Sections 503(b) and 507 of the Bankruptcy Code. The Backstop Commitment Premium shall be allocated to each Backstop Party pro rata based on each Backstop Party’s Backstop Commitment Percentage.
Backstop Commitment Premium. The Company Parties shall have paid (or such amounts shall be paid concurrently with the Closing) to each Backstop Commitment Party the applicable Backstop Commitment Premium payable to such Backstop Commitment Party as set forth in Section 3.2 herein.
Backstop Commitment Premium. Subject to Section 3.2, in consideration for the Backstop Commitment and the other agreements of the Commitment Parties in this Agreement, the Company shall pay or cause to be paid to the Commitment Parties a nonrefundable aggregate premium equal to $60,000,000, which represents 8.0% of the Rights Offering Amount (the “Backstop Commitment Premium”). The Backstop Commitment Premium shall be payable according to the following: (i) 22.5% of the Backstop Commitment Premium to the Initial Commitment Parties or their designees on a pro rata basis based upon the Initial Commitment Parties’ Backstop Commitment Percentage as set forth on the Initial Backstop Commitment Schedule; (ii) 57.5% of the Backstop Commitment Premium to the Initial Commitment Parties, or their designees, and the Phase Two Commitment Parties, or their designees, (a) with respect to the Initial Commitment Parties, or their designees, each Initial Commitment Party’s Backstop Commitment Percentage, or (b) with respect to the Phase Two Commitment Parties, or their designees, each Phase Two Commitment Party’s Backstop Commitment Percentage; and (iii) 20% of the Backstop Commitment Premium to all Commitment Parties or their designees that have executed this Agreement or a Joinder Agreement at any time prior to the date occurring fifteen (15) Business Days after the filing of the PPA and BCA Approval Motion, based on their respective Backstop Commitment Percentages as of the Effective Date.
Backstop Commitment Premium. The Debtors will pay the Investors a backstop premium equal to 5.0% of the Rights Offering Amount, without application of the Discount to Equity Value, which, so long as the Plan of Reorganization is consummated in accordance with the terms hereof, shall be paid in New Common Stock (the “Backstop Commitment Premium”), free and clear of all withholding or deduction for any applicable taxes; provided, that to the extent the Backstop Commitment Agreement is terminated in accordance with the terms thereof (other than as a result of a breach thereof by the Investors), the Backstop Commitment Premium shall be paid in cash. The Backstop Commitment Premium (to the extent required to be paid in cash as set forth above) and the Expense Reimbursement (as defined below) shall constitute allowed administrative expenses of the Debtors’ estates under sections 503(b) and 507 of the Bankruptcy Code, by order of the Bankruptcy Court entered within 60 days of the Petition Date (as defined below).
Backstop Commitment Premium. As consideration for providing the backstop commitment for the Rights Offering, on the Effective Date, the Backstop Commitment Premium shall be allocated among the Backstop Parties in accordance with the Backstop Commitment Letter.
Backstop Commitment Premium. In consideration for their backstop commitment, the Backstop Parties will receive a Backstop Commitment Premium in an amount equal to (a) 5% of the aggregate principal amount of the New Money First Lien Notes (the “Tranche 2 Backstop Commitment Premium”), which shall be due and payable on, and subject to the occurrence of, the Closing Date, paid in cash, plus (b) $200 million (the “Tranche 1 Backstop Commitment Premium”), which shall be due and payable on, and subject to the occurrence of, the Closing Date, paid $150 million in cash and $50 million in additional New Money First Lien Notes. The Backstop Commitment and the Backstop Commitment Premium shall be allocated to the Backstop Parties as set forth on Exhibit C to the Transaction Support Agreement. The Backstop Commitment and the Backstop Commitment Premium shall be transferrable solely in accordance with the Transaction Support Agreement. Trustee A financial institution reasonably acceptable to the Majority Consenting Parties and the Company.
