Common use of Backstop Subscription Clause in Contracts

Backstop Subscription. Subject to the expiration of the Rights Offering Period, the terms and conditions of the Rights Offering which shall be subject to the prior written approval of the Investor (not to be unreasonably withheld, conditioned or delayed) and shall be customary for offerings of this type, and upon the terms and subject to the conditions hereof, the Investor irrevocably and unconditionally agrees to and shall purchase, and Parent irrevocably and unconditionally agrees to and shall issue and sell to the Investor, a number of shares of Common Stock equal to the quotient of (A) (i) the product of 1.366% multiplied by (ii) the difference between (x) the Rights Offering Amount, minus (y) the dollar amount of proceeds from the Rights Offering actually received by Parent prior to (and that remain available to Parent at) or substantially concurrently with Primary Transaction Closing (such product, the “Purchase Price”) divided by (B) the Per Share Subscription Price, for an amount in cash equal to the Purchase Price (the “Backstop Subscription”). For the avoidance of doubt, in no event will the Purchase Price exceed the Cap. The proceeds from the Backstop Subscription shall be used solely by Parent to fund Parent’s cash payments at the Primary Transaction Closing pursuant to Section 3.02 of the Purchase Agreement and for no other purpose; provided, however, that, to the extent (and solely to the extent) necessary to permit Holdings to make the payments that Holdings is required to make on its or Parent’s behalf at the Primary Transaction Closing pursuant to Section 3.02(a) of the Purchase Agreement, upon receipt of the cash proceeds from the Backstop Subscription, Parent may and shall contribute the applicable portion of such proceeds to Holdings in respect of such obligations.

Backstop Subscription. Subject to the expiration of the Rights Offering Period, the terms and conditions of the Rights Offering which shall be subject to the prior written approval of the Investor (not to be unreasonably withheld, conditioned or delayed) and shall be customary for offerings of this type, and upon the terms and subject to the conditions hereof, the Investor irrevocably and unconditionally agrees to and shall purchase, and Parent Holdings irrevocably and unconditionally agrees to and shall issue and sell to the Investor, a number of shares of Common Stock Class A Convertible Preferred Units equal to the quotient of (A) (i) the product of 1.36680% multiplied by (ii) the difference between (x) the Rights Offering Amount, minus (y) the dollar amount of proceeds from the Rights Offering actually received by Parent prior to (and that remain available to Parent at) or substantially concurrently with Primary Transaction Closing (such product, the “Purchase Price”) divided by (B) the Per Share Unit Subscription Price, for an amount in cash equal to the Purchase Price (the “Backstop Subscription”). For the avoidance of doubt, in no event will the Purchase Price exceed the Cap. The proceeds from the Backstop Subscription shall be used solely by Parent Holdings to fund Parent’s Holdings’ cash payments at the Primary Transaction Closing pursuant to Section 3.02 of the Purchase Agreement and for no other purpose; provided, however, provided that, to the extent (and solely to the extent) necessary to permit Holdings Parent to make the payments that Holdings Parent is required to make on its or Parent’s Holdings’ behalf at the Primary Transaction Closing pursuant to Section 3.02(a) of the Purchase Agreement, upon receipt of the cash proceeds from the Backstop Subscription, Parent Holdings may and shall contribute distribute the applicable portion of such proceeds to Holdings Parent in respect of such obligations.

Backstop Subscription. Subject to the expiration of the Rights Offering Period, the terms and conditions of the Rights Offering which shall be subject to the prior written approval of the Investor (not to be unreasonably withheld, conditioned or delayed) and shall be customary for offerings of this type, and upon the terms and subject to the conditions hereof, the Investor irrevocably and unconditionally agrees to and shall purchase, and Parent irrevocably and unconditionally agrees to and shall issue and sell to the Investor, a number of shares of Common Stock equal to the quotient of (A) (i) the product of 1.36618.634% multiplied by (ii) the difference between (x) the Rights Offering Amount, minus (y) the dollar amount of proceeds from the Rights Offering actually received by Parent prior to (and that remain available to Parent at) or substantially concurrently with Primary Transaction Closing (such product, the “Purchase Price”) divided by (B) the Per Share Subscription Price, for an amount in cash equal to the Purchase Price (the “Backstop Subscription”). For the avoidance of doubt, in no event will the Purchase Price exceed the Cap. The proceeds from the Backstop Subscription shall be used solely by Parent to fund Parent’s cash payments at the Primary Transaction Closing pursuant to Section 3.02 of the Purchase Agreement and for no other purpose; provided, however, that, to the extent (and solely to the extent) necessary to permit Holdings to make the payments that Holdings is required to make on its or Parent’s behalf at the Primary Transaction Closing pursuant to Section 3.02(a) of the Purchase Agreement, upon receipt of the cash proceeds from the Backstop Subscription, Parent may and shall contribute the applicable portion of such proceeds to Holdings in respect of such obligations.