Equity Backstop Sample Clauses
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Equity Backstop. (a) Subject to Sections 2(b) and 2(c) of this letter agreement in all respects, if Parent and/or Merger Sub shall have any liability to the Company under the Merger Agreement that cannot be satisfied out of the assets of Parent and/or Merger Sub, Symphony II-A shall make equity contributions to Parent (which shall, to the extent needed, be contributed by Parent to Merger Sub) from time to time in an aggregate amount equal to those liabilities, subject to a maximum aggregate amount of the Commitment Amount (those obligations of Symphony II-A, subject to that cap and any reduction described in the next two sentences, the "Backstop Obligation"). Any contribution by Symphony II-A to Parent pursuant to this Section 2(a) shall reduce the Commitment Amount of Symphony II-A under this letter agreement on a dollar-for-dollar basis, and any amount invested in Parent by Symphony II-A in respect of the Commitment Amount shall reduce the Backstop Obligation of Symphony II-A under this letter agreement on a dollar-for-dollar basis. The Backstop Obligation may be satisfied by a contribution to Parent by Symphony II-A, any of its Affiliates or any third party (and, if so contributed by a third party, the amount of that contribution shall reduce Symphony II-A's obligations in respect of the Commitment Amount and the Backstop Obligation on a dollar-for-dollar basis). Any contribution contemplated by this Section 2(a) shall be made promptly after the earlier to occur of: (i) the execution and delivery of any settlement agreement to which the Company and Parent are parties relating to and finally resolving any liability by Parent and/or Merger Sub to the Company under the Merger Agreement, provided that there shall have been executed and delivered by the Company a stipulation of dismissal with prejudice in a form prepared by (and acceptable to) Symphony II-A or (ii) the entry by a court of competent jurisdiction of a final judgment no longer subject to appeal or other avenue of review determining that a liability by Parent and/or Merger Sub to the Company exists under the Merger Agreement. Symphony II-A further acknowledges and agrees that, subject to the remainder of this letter agreement, the Backstop Obligation is absolute and unconditional.
(b) (i) In any claim asserted by the Company against Parent, Merger Sub and/or Symphony II-A, any of their respective Affiliates or any of the foregoing's directors, officers, agents, employees, general or limited partners, members or ...
Equity Backstop. Subject to and in accordance with the terms hereof, the Purchaser hereby agrees to purchase from the Issuer and the Issuer hereby agrees to sell to the Purchaser:
(a) that number of Preferred Shares, via the Private Placement, at the Purchase Price on the Closing Date (the “Equity Backstop Preferred Shares”, and together with the Equity Backstop Common Shares, the “Equity Backstop Shares”) such that, after giving effect to:
(i) the purchase of Common Shares subscribed for and taken up by holders of Rights pursuant to the Basic Subscription Right and the Additional Subscription Privilege (including any Equity Backstop Common Shares subscribed for and taken up by the Purchaser pursuant to its Basic Subscription Right and Additional Subscription Privilege, as applicable); and
(ii) the purchase of the Equity Backstop Preferred Shares, if any, by the Purchaser, the Issuer will have received an aggregate amount in respect of the issuance of such equity securities that is not less than $200,000,000 (the “Equity Backstop Amount”).
(b) For greater certainty, the Purchaser will not be engaged in the capacity of an underwriter in respect of the Rights Offering or any Prospectus or registration statement thereunder.