Backstop Closing definition
Examples of Backstop Closing in a sentence
Sponsor hereby agrees that it shall comply with all regulatory requirements in connection with the Backstop Closing and the Transactions and shall coordinate in good faith with Pubco, SPAC or the Company, as applicable, to provide all information as may reasonably be requested by any applicable governmental authority relating to the Backstop Closing or the Transactions.
Sponsor hereby agrees that neither it, its affiliates, nor any person or entity acting on its behalf or pursuant to any understanding with Sponsor, shall, directly or indirectly, engage in any hedging activities or execute any Short Sales (as defined below) with respect to the securities of SPAC prior to the Backstop Closing or the earlier termination of this Agreement in accordance with its terms.
Prior to the Backstop Closing, each of Pubco and SPAC agrees to promptly notify Sponsor if any of the acknowledgements, understandings, agreements, covenants, representations and warranties made by Pubco or SPAC, as applicable, set forth herein are no longer accurate in all material respects.
Pubco shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by it at or prior to the Backstop Closing, except where the failure of such performance or compliance would not or would not reasonably be expected to prevent, materially delay, or materially impair the ability of Pubco to consummate the Backstop Closing.
The acquisition and issuance of the Backstop Shares (the “Backstop Closing”) shall occur on the same day as, and immediately prior to, the Second Merger Closing (the date of the Backstop Closing, the “Backstop Closing Date”) upon the terms and subject to the conditions set forth herein.
All representations and warranties made by the parties hereto in this Agreement shall survive the Backstop Closing.
For the avoidance of doubt, if for any reason the Backstop Closing does not occur prior to the consummation of the Second Merger Closing, all representations, warranties, covenants and agreements of the parties hereunder shall survive the consummation of the Second Merger Closing and remain in full force and effect.
Prior to the Backstop Closing, ▇▇▇▇▇▇▇ agrees to promptly notify Pubco, the Company and SPAC if any of the acknowledgments, understandings, agreements, covenants representations and warranties made by Sponsor set forth herein are no longer accurate.
Sponsor shall deliver, and/or cause one or more Sponsor Designees to deliver, to Pubco on or prior to the anticipated Second Merger Closing Date, by wire transfer of U.S. dollars in immediately available funds, an aggregate amount equal to the Commitment Amount to the account specified by Pubco in the Closing Notice, such funds to be held by Pubco in trust for the benefit of Sponsor and/or one or more Sponsor Designees, as applicable, until the Backstop Closing.
Sponsor shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by it at or prior to the Backstop Closing, except where the failure of such performance or compliance would not or would not reasonably be expected to prevent, materially delay, or materially impair the ability of Sponsor to consummate the Backstop Closing.