Cash-Out Backstop Commitments Clause Samples

Cash-Out Backstop Commitments. On the terms, and subject to the conditions (including the entry of the Confirmation Order by the Bankruptcy Court and the Confirmation Order each becoming a Final Order) and limitations set forth in this Agreement, the RSA, and the Common Equity Convenience Buyout Procedures, and in reliance on the representations and warranties set forth in this Agreement, each of the Backstop Parties hereby agrees, severally and not jointly, to purchase, or cause to be purchased from the Company, on the Plan Effective Date, its Backstop Commitment Percentage of the Cash-Out Issued Equity by funding, or causing to be funded, to the Company, its Backstop Commitment Percentage of the aggregate Cash-Out Price (such agreements of the Backstop Parties, the “Cash-Out Backstop Commitments” and, together with the RO Backstop Commitments, the “Backstop Commitments”). The Cash-Out Backstop Commitments of the Backstop Parties are several, not joint, obligations of the Backstop Parties, such that no Backstop Party shall be liable or otherwise responsible for the Cash-Out Backstop Commitment of any other Backstop Party. The funding that each of the Backstop Parties is required to provide to fund the Cash-Out Offering pursuant to this Section 1.4(b) is referred to herein as such Backstop Party’s “Cash-Out Funding”. The rights to require each Backstop Party, severally and not jointly, to provide, or cause to be provided, the Cash-Out Funding to the Company pursuant to this Section 1.4(b) in exchange for each Backstop Party’s right to receive from the Company the Cash-Out Issued Equity are collectively referred to as the “Cash-Out Put Option” and, together with the RO Put Option, the “Put Option”. The Cash-Out Put Option shall automatically and irrevocably be deemed to have been exercised by the Company upon the occurrence of the Plan Effective Date without the need for delivery of a written notice or the taking of any further action by the Company or any other Person.