Backstop Conversion Commitment Agreement definition

Backstop Conversion Commitment Agreement or “Backstop Agreement” means the Backstop Conversion Commitment Agreement by and among GGS, the other Debtors, and the Investors party thereto (and their permitted successors and assignees), and solely for purposeswhich Backstop Conversion Commitment Agreement shall be in form and substance as approved in the BCA Approval Order; provided that any amendments or modifications to such agreement that are (a) inconsistent with the terms of Section 7.13the Backstop Conversion Commitment Agreement as approved in the BCA Approval Order and (b) therein, the Officialsuch inconsistency materially and adversely impacts or affects the rights or recoveries of the holders of Trade Claims or Financial Claims, shall be acceptable to the Committee of Unsecured Creditors, dated as of September 23, 2014.
Sample 1

Examples of Backstop Conversion Commitment Agreement in a sentence

  • In exchange for the Commitment Premium, and as part of a global compromise reflected in this Plan, the Investors have agreed, subject to the terms and conditions in the Backstop Conversion Commitment Agreement, to convert their pro rata portions of not less than $51.9 million and not greater than $68.1 million of the aggregate outstanding principal amount of the Term B Loans into New Common Units, which amount shall include all Rights Offering Unsubscribed Shares.

  • The total number of Rights and the corresponding number of New Common Units actually available for subscription in the Rights Offering is subject to reduction based on the calculation of the Projected Cash Balance as of December 31, 2014 (determined in accordance with the Plan and the Backstop Conversion Commitment Agreement).

  • On or before the Effective Date, the Debtors may, but shall not be required to, file with the Court such agreements and other documents as may be necessary or appropriate to effectuate and further evidence the terms and conditions of the Plan, subject to the consent rights of the Investors under the Backstop Conversion Commitment Agreement, as applicable.

  • Such compromises and settlements are made in exchange for consideration and (i) are in the best interests of the Debtors, their Estates and Holders of Claims and Equity Interests; (ii) are fair, equitable, and reasonable; and (iii) are integral elements of the restructuring and resolution of the Chapter 11 Cases in accordance with the Plan and the Backstop Conversion Commitment Agreement.

  • On the Effective Date, the Amended and Restated Limited Liability Company Agreement shall authorize the issuance of at least 10 million New Common Units, and GGS Holdings shall issue or reserve for issuance a sufficient number of New Common Units to comply with the terms of this Plan, the Rights Offering, the Backstop Conversion Commitment Agreement, the Warrant Agreement and the New Emergence MIP.

  • Both Reorganized GGS and GGS Holdings expect to have fewer than 300 record holders of New Common Stock and New Common Units, respectively, on and after the Effective Date and intend to seek a suspension of SEC reporting under the Exchange Act and to terminate all effective registration statements under the Securities Act, subject to and in accordance with the Backstop Conversion Commitment Agreement.

  • The Backstop Conversion Commitment Agreement allowed the Debtors to “market test” the Restructuring Enterprise Value (as defined in the Disclosure Statement) by actively seeking Superior Transactions (as defined in the Backstop Conversion Commitment Agreement) as part of a competitive sale or plan-sponsor selection process.

  • The Plan is, in large part, based upon the Backstop Conversion Commitment Agreement entered into by the Debtors, GGS Holdings and the Investors party thereto, has the support of the Committee, and the Court approved the Backstop Conversion Commitment Agreement under the Backstop Conversion Commitment Order.

  • As of October 30, 2014, Rothschild had received three (3) letters of interest from entities seeking to purchase all or a portion of the Debtors’ assets, but none of those letters of interest resulted in the submission of a Binding Proposal or Qualified Bid (each as defined in the Backstop Conversion Commitment Agreement) prior to or after the Bid Deadline (as defined in the Backstop Conversion Commitment Agreement).

  • Notwithstanding anything to the contrary in the Plan or this Confirmation Order, nothing in the Plan shall alter the treatment of tax withholding and reporting requirements contemplated by the Backstop Conversion Commitment Agreement with respect to the transaction contemplated thereby.

Related to Backstop Conversion Commitment Agreement

  • Backstop Commitment Agreement means that certain Backstop Commitment Agreement, by and between CEOC and the PropCo Preferred Backstop Investors party thereto from time to time, as the same may be amended, amended and restated, supplemented, or otherwise modified from time to time in accordance with its terms, the form of which shall be included in the Plan Supplement.

  • Backstop Commitment has the meaning set forth in Section 2.2(b).

  • Incremental Commitment Agreement means each Incremental Commitment Agreement in substantially the form of Exhibit F (appropriately completed, and with such modifications as may be reasonably satisfactory to the Administrative Agent) executed and delivered in accordance with Section 2.14.

  • Equity Commitment Letter has the meaning set forth in Section 3.4(a).

  • Commitment Agreement means the written agreement that may be required at EDTI’s sole discretion between a Customer and EDTI whereby the Customer both authorizes the design and construction of new or expanded Facilities and agrees to pay all cancellation costs if the project is cancelled or if the Customer fails to sign an Electric Service Agreement prior to the energization of the new or expanded Facilities;

  • Equity Commitment means (a) options, warrants, convertible securities, exchangeable securities, subscription rights, conversion rights, exchange rights, or other Contracts that could require a Person to issue any of its Equity Interests or to sell any Equity Interests it owns in another Person; (b) any other securities convertible into, exchangeable or exercisable for, or representing the right to subscribe for any Equity Interest of a Person or owned by a Person; (c) statutory pre-emptive rights or pre-emptive rights granted under a Person's Organizational Documents; and (d) stock appreciation rights, phantom stock, profit participation, or other similar rights with respect to a Person.

  • Backstop Agreement has the meaning set forth in the recitals to this Agreement.

  • Equity Commitment Letters has the meaning set forth in Section 6.6(a).

  • Term Loan Commitment Amount means, (a) as to any Lender that is a Lender on the Closing Date, the dollar amount set forth opposite such Lender’s name on the Commitment Annex under the column “Term Loan Commitment Amount”, as such amount may be adjusted from time to time by any amounts assigned (with respect to such Lender’s portion of Term Loans outstanding and its commitment to make advances in respect of the Term Loan) pursuant to the terms of any and all effective assignment agreements to which such Lender is a party, and (b) as to any Lender that becomes a Lender after the Closing Date, the amount of the “Term Loan Commitment Amount(s)” of other Lender(s) assigned to such new Lender pursuant to the terms of the effective assignment agreement(s) pursuant to which such new Lender shall become a Lender, as such amount may be adjusted from time to time by any amounts assigned (with respect to such Lender’s portion of Term Loans outstanding and its commitment to make advances in respect of the Term Loan) pursuant to the terms of any and all effective assignment agreements to which such Lender is a party.

  • L/C Commitment Amount has the meaning given to that term in Section 2.3.(a).

  • Initial Commitment means, as to the Lender, its obligation to make an Initial Loan to the Borrower pursuant to Section 2.01(a) in an aggregate amount not to exceed the amount set forth opposite the Lender’s name in Schedule 1.01A under the caption “Initial Commitment”, as such amount may be adjusted from time to time in accordance with this Agreement (including Section 2.14). The initial aggregate amount of the Initial Commitments is $75,000,000.

  • Revolving Loan Commitment Amount means, on any date, $30,000,000, as such amount may be reduced from time to time pursuant to Section 2.2.

  • Revolving Commitment Amount means, as to any Lender, the Revolving Commitment amount (if any) set forth opposite such Lender’s name on Schedule 1.1 hereto (or, in the case of any Lender that became party to this Agreement after the Closing Date pursuant to Section 16.3(c) or (d) hereof, the Revolving Commitment amount (if any) of such Lender as set forth in the applicable Commitment Transfer Supplement).

  • Conversion Agreement shall have the meaning set forth in the Recitals.

  • SBIC Equity Commitment means a commitment by the Borrower to make one or more capital contributions to an SBIC Subsidiary.

  • LC Commitment Amount means $600,000,000 as the same may be reduced permanently from time to time pursuant to Section 2.08.

  • Term Loan Commitment is, for any Lender, the obligation of such Lender to make a Term Loan, up to the principal amount shown on Schedule 1.1. “Term Loan Commitments” means the aggregate amount of such commitments of all Lenders.

  • Closing Date Term Loan Commitment means, in the case of each Lender that is a Lender on the Closing Date, the amount set forth opposite such Lender’s name on Schedule 1.1(b) as such Lender’s Closing Date Term Loan Commitment. The aggregate amount of the Closing Date Term Loan Commitments as of the Closing Date is $820,000,000.

  • Total Commitment Amount means, at any particular time, the aggregate of the Individual Commitments of all of the Lenders at such time.

  • Commitment Amount means the aggregate amount of up to Ten Million Dollars ($10,000,000) which the Investor has agreed to provide to the Company in order to purchase the Company's Common Stock pursuant to the terms and conditions of this Agreement.

  • Incremental Facility Agreement means an Incremental Facility Agreement, in form and substance reasonably satisfactory to the Agent and the Borrower, among the Borrower, the Agent and one or more Incremental Lenders, establishing Incremental Commitments and effecting such other amendments hereto and to the other Loan Documents as are contemplated by Section 2.18.

  • Revolving Credit Commitment Amount means with respect to any Revolving Credit Lender, (i) if the Revolving Credit Aggregate Commitment has not been terminated, the amount specified opposite such Revolving Credit Lender’s name in the column entitled “Revolving Credit Commitment Amount” on Schedule 1.2, as adjusted from time to time in accordance with the terms hereof; and (ii) if the Revolving Credit Aggregate Commitment has been terminated (whether by maturity, acceleration or otherwise), the amount equal to its Percentage of the aggregate principal amount outstanding under the Revolving Credit (including the outstanding Letter of Credit Obligations and any outstanding Swing Line Advances).

  • Commitment Shares shall have the meaning set forth in Section 12.04.

  • Investment Agreement shall have the meaning set forth in the Recitals hereto.

  • Incremental Loan Commitment shall have the meaning ascribed to such term in Section 2.22(a).

  • Tranche B Term Loan Commitment means, with respect to each Lender, the commitment, if any, of such Lender to make a Tranche B Term Loan to the Borrower hereunder in a principal amount equal to the amount set forth on Schedule 1.01(b) (or in the case of any Continuing Tranche B Term Loan Lender, the amount of its Existing Tranche B Term Loan continued as a Tranche B Term Loans (as specified in its Term Loan Lender Addendum) pursuant to Section 2.01(b)(i).