Backstop Guarantee definition

Backstop Guarantee means a guarantee of all indemnification and other payment obligations under this Agreement and the other Transaction Documents by an Affiliate of a Seller with a long-term senior unsecured credit rating of Baa3 or higher by ▇▇▇▇▇’▇ Investors Service or BBB- or higher by Standard & Poor’s Ratings Services, in the form attached hereto as Exhibit B.
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Backstop Guarantee shall have the meaning set forth in Section 1.4 of this Agreement.
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Backstop Guarantee shall have the meaning given to such term in the Debenture Trust Deed.
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Examples of Backstop Guarantee in a sentence

  • The Company will, and will use its reasonable efforts to cause the Seller Representative to, promptly provide any required notices to the Escrow Agent to cause the timely release of the Backstop Guarantee Escrow Share Amount in accordance with the Merger Agreement to the extent that the Subscriber is entitled to such amounts in accordance with the Merger Agreement.

  • The Rights Offering shall be closed prior to or contemporaneously with the Backstop Guarantee and Private Placement in accordance with the terms and conditions set forth in this Agreement and the Prospectus.

  • The Rights Offering Units acquired by Investor pursuant to the Backstop Guarantee are collectively referred to as the “Backstop Acquired Units”.

  • In the event that the Term Loan has been funded on the Bridge Date, the proceeds of the Rights Offering (including the proceeds from the Backstop Guarantee) and the Private Placement will be used by the Company to repay in full the Refinancing Portion of the Term Loan.

  • Within three (3) Business Days after the expiration of the Subscription Period, the Company shall issue to Investor a notice (the “Guarantee Notice”) setting forth the Aggregate Offered Units, the number of Rights Offering Units validly subscribed for in the Rights Offering and the number of Rights Offering Units to be acquired by Investor pursuant to the Backstop Guarantee.

  • The Class A Common Stock to be issued upon exercise of the Unit Warrants issued in the Rights Offering (including pursuant to the Backstop Guarantee) and the Private Placement shall be approved for listing on NASDAQ, subject to official notice of issuance, and the Class A Common Stock shall not have been delisted on NASDAQ.

  • The Company will use the proceeds of the Term Loan (including the Refinancing Portion of the Term Loan) or, the proceeds of the Rights Offering (including the proceeds resulting from the Backstop Guarantee), the Private Placement and the Term Loan to fund the redemption of the 2016 Notes.

  • The foregoing shall not limit in any respect any claim based on diminution of value of the Notes purchased by the Investor at the Closing of the Rights Offering (including pursuant to the Backstop Guarantee) and the Private Placement (other than diminution in value suffered or sustained in the case of any indemnity obligations solely pursuant to clause (iii) of this Section 5.2(a)).

  • Investor is purchasing the Private Placement Units, the Backstop Acquired Units, the Notes and the Unit Warrants issued in the Private Placement and the Backstop Guarantee and any shares of Class A Common Stock to be issued pursuant to the exercise of such Unit Warrants for its own account for investment, and not with a view to, or for resale in connection with, the distribution thereof, and has no present intention of distributing or reselling any thereof.

  • Until and including the Initial Term Loan Maturity Date, the Refinancing Portion of the Term Loan shall be repaid only from the proceeds of the Rights Offering (including the proceeds resulting from the Backstop Guarantee) and the Private Placement, in each case, if and to the extent closed.

Related to Backstop Guarantee

  • Swap Guarantee If so specified in the Supplement with respect to any Series, the guarantee issued by the Swap Guarantor in favor of the Trust substantially in the form attached as an exhibit to the Swap Agreement.

  • Subsidiary Guaranty Agreement means each unconditional guaranty agreement executed by the Subsidiary Guarantors in favor of the Administrative Agent for the ratable benefit of the Secured Parties, substantially in the form of Exhibit H, as amended, restated, supplemented or otherwise modified from time to time.

  • Subsidiary Guarantee Agreement means a Subsidiary Guarantee Agreement substantially in the form of Exhibit B, and all supplements thereto made by the Subsidiary Guarantors in favor of the Administrative Agent for the benefit of the Lenders.

  • Subsidiary Guaranty means the Subsidiary Guaranty made by the Subsidiary Guarantors in favor of the Administrative Agent and the Lenders, substantially in the form of Exhibit G.

  • Parent Guarantee means the guarantee by the Parent of the Company’s obligations with respect to the Notes.