Common use of Backstop Subscription Clause in Contracts

Backstop Subscription. Subject to, and contingent upon, the amount of Parent Closing Cash as of immediately prior to the Merger Closing (the “Closing Cash Amount”) being less than that necessary to satisfy the Minimum Available Cash Condition (such deficit, the “Backstop Subscription Amount”), Parent shall issue and sell to the Purchasing Parties, and the Purchasing Parties shall purchase from Parent, a number of Parent Ordinary Shares equal to the quotient of (i) the Backstop Subscription Amount, divided by (ii) $10.00 (the “Per Share Price”), rounded down to the nearest whole number (the “Backstop Shares”).