Common use of Backstop Commitment Clause in Contracts

Backstop Commitment. a. To the extent that the sum of the payments made to the Target on or prior to the Secondary Payment Date by LIBERO in respect of the Total Payment Amounts is less than the Secondary Payment Amount (a “Funding Amount Shortfall”), the Guarantor agrees to pay any Funding Amount Shortfall to LIBERO in exchange for a certain number of Bridgeburg Shares on the terms and conditions set forth in the New SPA(s).1 b. If LIBERO becomes aware that a Funding Amount Shortfall will occur, LIBERO shall deliver a written notice (the “Funding Notice”) no later than five Business Days (as defined below) prior to the Secondary Payment Date to the Guarantor in accordance with Section 5(a) setting forth (i) the applicable Funding Amount Shortfall and (ii) LIBERO’s wire instructions. c. Within four Business Days of receipt of a Funding Notice, the Guarantor shall pay any Funding Amount Shortfall to LIBERO in exchange for a certain number of Bridgeburg Shares on the terms and conditions set forth in the New SPA(s) by wire transfer of immediately available funds to the account specified by LIBERO in the Funding Notice. For purposes of this Agreement, the term “Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York, Amsterdam, the Netherlands, G▇▇▇▇▇ Town, Cayman Islands and Barcelona, Spain are open for the general transaction of business.