Backstop Purchase Amount definition

Backstop Purchase Amount means an aggregate principal amount of Exchangeable Notes not to exceed the lesser of (x) the Backstop Limit and (y) the excess of $345,000,000 over the Available Closing Acquiror Cash (as shown in the latest Acquiror Closing Statement or any Updated Acquiror Closing Statement delivered pursuant to Section 4.02(a) of the Business Combination Agreement as of the date the Backstop Notice is delivered) (such excess amount, if any, the “Closing Cash Shortfall”); provided, however, that in no event shall the Backstop Purchase Amount be less than $0.00; provided, further, that the Backstop Purchase Amount may be in an amount less than the lesser of (x) and (y) at the Company’s option and in its sole discretion. Only one (1) Backstop Notice may be delivered hereunder.
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Backstop Purchase Amount means the result of (i) a Backstop Provider’s Backstop Share multiplied by (ii) (x) $90,000,000 less (y) the aggregate principal amount of all Rights Offering Senior Subordinated Notes subscribed for and purchased in the Rights Offering by the Class 6-A Rights Offering Recipients (after giving effect to the exercise of oversubscription rights by all such Class 6-A Rights Offering Recipients).
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Backstop Purchase Amount has the meaning set forth in Section 2(a).
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Examples of Backstop Purchase Amount in a sentence

  • Notwithstanding anything to the contrary in this Agreement, no amendment that reduces the Backstop Commitment Fee or increases a Backstop Provider’s Backstop Purchase Amount shall be effective against any Backstop Provider without such Backstop Provider’s consent.

  • At the Closing, the Backstop Purchaser shall pay, by wire transfer of immediately available funds, an amount equal to the Backstop Purchase Amount.

  • Each Investor acknowledges and agrees that, as of the Backstop Closing, and solely with respect to its Backstop Purchase Amount, such Investor shall be bound by the rights, limitations, obligations, covenants, requirements and restrictions of the Note Purchase Agreement.

  • Each Backstop Provider (independent of the obligation of any other Backstop Provider) shall subscribe for and purchase its Backstop Purchase Amount with respect to the Rights Offering Senior Subordinated Notes referred to in clause (i) in the immediately preceding sentence (the “Backstop Purchase”) on the applicable Payment Date (as defined below).

  • Each Backstop Provider (independent of the obligation of any other Backstop Provider) shall subscribe for and purchase its Backstop Purchase Amount with respect to the Rights Offering Senior Subordinated Notes referenced in clause (i) in the immediately preceding sentence (the “Supplemental Backstop Purchase”) on or before the applicable Payment Date.

  • The Company Notice shall constitute the irrevocable binding obligation of each Investor to purchase, and the irrevocable binding obligation of the Noteholder to sell, such Investor’s applicable Backstop Purchase Amount of the Balance of the Prior Note, subject to the terms and conditions of this Agreement, at the Backstop Closing (as defined below).

  • Subject to the terms hereof, each Investor’s purchase of its Backstop Purchase Amount (the “Backstop Closing”) shall occur at the same time on the same date and concurrently with but immediately prior to the Intermediate Merger Closing and the satisfaction of the related conditions thereto as provided in the Business Combination Agreement, as in effect on the date hereof (the date on which the Backstop Closing occurs being referred to as the “Backstop Closing Date”).

  • At least one (1) Business Day prior to the Backstop Closing Date, each Investor shall deliver to the Company its respective purchase price for its Backstop Purchase Amount, if any, by wire transfer of U.S. dollars in immediately available funds to the escrow account specified in the Company Notice to be held in escrow for the Noteholder until the Backstop Closing with such escrow arrangements to be mutually satisfactory to the Company and the Investors.

  • This Agreement and the rights and obligations of each Investor hereunder (for purposes of this clause (b), a “Transferor”) (including such Investor’s obligation to purchase its Backstop Purchase Amount) may be transferred or assigned, at any time and from time to time, in whole or in part, to one or more Affiliates of such Investor (or other investment funds or accounts managed or advised by the investment manager who acts on behalf of such Investor) (each such transferee, a “Transferee”).

  • The Backstop Shares issuable to the RTW Investor may be allocated among the individual Investors comprising the RTW Investor based on the amount of the Backstop Purchase Amount of each such individual Investor set forth on Schedule 1 hereof (or as re-allocated among each such individual Investor pursuant to Section 5(c) hereof) divided by the aggregate Backstop Purchase Amount of the RTW Investor.


More Definitions of Backstop Purchase Amount

Backstop Purchase Amount means the result of (i) the Purchase Price less (ii) the aggregate amount of all Rights Offering Units subscribed for and purchased in the Rights Offering by the purchasers thereof (other than the portion of the Rights Offering Units purchased by the Backstop Provider in its capacity as such pursuant to this Agreement).
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Related to Backstop Purchase Amount

  • VWAP Purchase Amount means, with respect to any particular VWAP Purchase Notice, the portion of the Available Amount to be purchased by the Buyer pursuant to Section 1(c) hereof pursuant to a valid VWAP Purchase Notice which requires the Buyer to buy the VWAP Purchase Share Percentage of the aggregate shares traded on the Principal Market during normal trading hours on the VWAP Purchase Date up to the VWAP Purchase Share Volume Maximum, subject to the VWAP Minimum Price Threshold.

  • Purchase Amount means the total amount being paid by the Investor on a particular Closing Date to purchase the Securities.

  • Cash Purchase Price has the meaning set forth in Section 2.1(b).

  • Repurchase Amount shall have the meaning set forth in Section 4.2 hereof.

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.