Examples of Backstop Purchaser in a sentence
If at the conclusion of such five (5) Business Day period, the Non-Defaulting Preferred Backstop Investors have not elected to exercise the Default Purchase Right in its entirety or have not found a third-party to replace the commitment of the Defaulting Backstop Purchaser, then the Company or CEOC may terminate this Agreement.
The Backstop Purchaser acknowledges that, prior to executing this Agreement, it (and each of its representatives) has had the opportunity to ask questions of and receive answers or obtain additional information from a representative of the Company concerning the financial and other affairs of the Company.
The Backstop Purchaser has knowledge and experience in financial and business matters; is familiar with the investments of the type that it is undertaking to purchase; is fully aware of the problems and risks involved in making an investment of this type; and is capable of evaluating the merits and risks of this investment.
The Backstop Purchaser is familiar with the business in which the Company is engaged.
The Backstop Purchaser is an “accredited investor” as that term is defined in Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”).
If the Backstop Purchaser is a corporation, partnership or limited liability company duly organized, the Backstop Purchaser is validly existing and in good standing under the laws of its state or country of organization.
Such Backstop Purchaser has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in the Backstop Purchaser Shares being acquired hereunder.
Such Backstop Purchaser has been duly organized or formed, as applicable, and, to the extent applicable, is validly existing and in good standing under the Laws of the jurisdiction of its organization.
The Commitment Percentage for any Defaulting Backstop Purchaser shall be reduced to zero.
The Backstop Purchaser Shares are being acquired under this Agreement by such Backstop Purchaser in good faith solely for investment purposes and for its own account and will not be offered for sale, sold or otherwise transferred by such Backstop Purchaser except pursuant to a registration statement or in a transaction exempt from or not subject to registration under the Securities Act and any applicable state securities laws.