Backstop Closing Date definition
Examples of Backstop Closing Date in a sentence
There are no securities or instruments issued by or to which SPAC is party containing anti-dilution or similar provisions that will be triggered by the issuance of the Backstop Shares or the issuance of Pubco Ordinary Shares under any PIPE Subscription Agreement, in each case, that have not been or will not be validly waived on or prior to the Backstop Closing Date.
The Company shall take all actions necessary to ensure that on the Backstop Closing Date the Board shall have at least the number of vacancies necessary to allow such election or appointment.
The Registration Statement and the Prospectus, at the time the Registration Statement becomes effective and as of the closing date of the Rights Offering and the Backstop Closing Date, will comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations of the SEC thereunder.
All authorizations, approvals or permits, if any, of any Governmental Entity or regulatory body required in connection with the transactions contemplated by this Agreement, including, without limitation, lawful issuance and sale of the shares of Common Stock pursuant to this Agreement shall have been duly obtained and shall be in full force and effect on and as of the Investor Backstop Closing Date.
At the time of effectiveness of the Registration Statement (or at the time of the effectiveness of any post-effective amendment to the Registration Statement) and at all times subsequent thereto up to the Backstop Closing Date, the Registration Statement and the Prospectus did, do and will, comply, in all material respects, with the requirements of the Securities Act and the rules and regulations promulgated thereunder.
If the issue of minor discipline is not resolved at Step 1, within twenty (20) working days after receipt of the first level response, the Union shall have the right to submit the appeal to the Court to initiate review by an independent arbitrator.
The Company shall have furnished to each of the Investors a certificate, dated the Backstop Closing Date, of an officer of the Company, on behalf of the Company, confirming the matters set forth in subsections (ix) and (x).
In connection with the Backstop Closing, the Company shall file the Preferred Stock Certificate of Amendment for the Preferred Stock in the form attached to this Agreement as Exhibit E in the State of Connecticut, and such Preferred Stock Certificate of Amendment shall continue to be in full force and effect as of the Backstop Closing Date.
The Company shall file, on or before the Backstop Closing Date, the Certificate of Designations with the Secretary of State of the State of Delaware.
At least one (1) Business Day prior to the Backstop Closing Date, each Purchaser shall deliver to the Company the aggregate Backstop Purchase Price for all Backstop Purchase Shares purchased by such Purchaser, if any, by wire transfer of U.S. dollars in immediately available funds to the account specified in the Company Notice to be held in escrow until the Backstop Closing.