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 has the meaning set forth in Section 2(a).
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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). 2
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Examples of Backstop Purchase Amount in a sentence

  • 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.

  • 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”).

  • In consideration of Fortress’ commitment to purchase its Backstop Purchase Amount, New Allurion issued to Fortress 700,000 Backstop Shares.

  • In consideration of RTW’s commitment to purchase its Backstop Purchase Amount, New Allurion issued to RTW 700,000 Backstop Shares.

  • 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.

  • 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.

  • 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).

  • In consideration of each Backstop Purchaser’s commitment to purchase its Backstop Purchase Amount, New Allurion issued to each Backstop Purchaser 700,000 Backstop Shares.

  • Upon the Closings, New Allurion issued 250,000 Additional Fortress Shares, and 700,000 Backstop Shares to Fortress in consideration of Fortress’ commitment to purchase its Backstop Purchase Amount.

  • 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) 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).
Sample 1
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).
Sample 1

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.

  • Aggregate Supplemental Purchase Amount with respect to this Supplemental Transfer Agreement shall be $________; provided, however, that such amount shall not exceed the amount on deposit in the Supplemental Loan Account.

  • Maximum Purchase Amount means, for any CP Conduit, the aggregate Commitments of its Committed Purchasers, as set forth on Schedule I hereto.

  • Acquisition Amount means, for an Acquired Receivable for which the Acquisition Amount is to be included in Available Funds for a Payment Date, the excess of (i) the present value of the Principal Balance of the Receivable as of the last day of the Collection Period immediately preceding the related Collection Period (calculated using the Discount Rate on the basis of a 360-day year of twelve 30-day months and assuming each amount is received at the end of the Collection Period in which the amount is scheduled to be received) over (ii) all cash collections and any other cash proceeds received by the Issuer on the related Receivable from (but excluding) the last day of the Collection Period immediately preceding the related Collection Period to the day on which such Receivable becomes an Acquired Receivable.

  • Investment Amount means the dollar amount to be invested by Investor to purchase Put Shares with respect to any Put as notified by the Company to Investor in accordance with Section 2.2.

  • Aggregate Purchase Price has the meaning set forth in Section 1.1.

  • Optional Purchase Price has the meaning set forth in Section 8.1 of the Sale and Servicing Agreement.

  • Minimum Purchase Amount means an amount that would be sufficient to (i) reduce the Outstanding Amount of each class of Notes on such Distribution Date to zero and (ii) pay to the respective Noteholders the Class A Noteholders’ Interest Distribution Amount and the Class B Noteholders’ Interest Distribution Amount payable on such Distribution Date.

  • VWAP Purchase Price means the lesser of (i) the Closing Sale Price on the VWAP Purchase Date; or (ii) ninety-seven percent (97%) of volume weighted average price for the Common Stock traded on the Principal Market during normal trading hours on (A) the VWAP Purchase Date if the aggregate shares traded on the Principal Market on the VWAP Purchase Date have not exceeded the VWAP Purchase Share Volume Maximum and the Sale Price of Common Stock has not fallen below the VWAP Minimum Price Threshold (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction), or (B) the portion of the VWAP Purchase Date until such time as the sooner to occur of (1) the time at which the aggregate shares traded on the Principal Market has exceeded the VWAP Purchase Share Volume Maximum, or (2) the time at which the Sale Price of Common Stock falls below the VWAP Minimum Price Threshold (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).

  • PIPE Investment Amount means the aggregate gross purchase price received by Acquiror prior to or substantially concurrently with Closing for the shares in the PIPE Investment.

  • Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.

  • Senior Principal Distribution Amount As to any Distribution Date, the sum of (i) the Senior Percentage of all amounts described in subclauses (a) through (d) of clause (i) of the definition of Non-PO Formula Principal Amount for such Distribution Date, (ii) with respect to any Mortgage Loan that became a Liquidated Mortgage Loan during the calendar month preceding the month of such Distribution Date, the lesser of (x) the Senior Percentage of the applicable Non-PO Percentage of the Stated Principal Balance of such Mortgage Loan and (y) either (A) the Senior Prepayment Percentage of the applicable Non-PO Percentage of the amount of the Liquidation Proceeds allocable to principal received on the Mortgage Loan or (B), if an Excess Loss was sustained with respect to such Liquidated Mortgage Loan during such preceding calendar month, the Senior Percentage of the amount of the Liquidation Proceeds allocable to principal received with respect to such Mortgage Loan, and (iii) the sum of (x) the Senior Prepayment Percentage of the applicable Non-PO Percentage of the amounts described in subclause (f) of clause (i) of the definition of Non-PO Formula Principal Amount for such Distribution Date, and (y) the Senior Prepayment Percentage of any Subsequent Recoveries described in clause (ii) of the definition of Non-PO Formula Principal Amount for such Distribution Date; provided, however, that if a Bankruptcy Loss that is an Excess Loss is sustained with respect to a Mortgage Loan that is not a Liquidated Mortgage Loan, the Senior Principal Distribution Amount will be reduced on the related Distribution Date by the Senior Percentage of the applicable Non-PO Percentage of the principal portion of such Bankruptcy Loss.

  • Original Purchase Price means the price paid by you for the motor vehicle or a maximum of 110% of the market value of the vehicle as defined by Glass's Guide Retail at time of purchase, whichever is the lesser (including all factory fitted accessories) and after any discount given, but does not include the cost of dealer fitted accessories, road fund licence, new vehicle registration fee, fuel, paintwork and/or upholstery protection kits, insurance premiums (including the premium for this policy), warranty premiums, any finance arrears and any such associated costs and any negative equity transferred from a previous finance agreement.

  • Final Purchase Price has the meaning set forth in Section 2.02.

  • Total Purchase Price means the aggregate amount payable by the Purchaser as set out in Appendix A of this Agreement.

  • Per Share Purchase Price equals $1.00, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

  • Receivables Purchase Price The amount described in Section 2.02 of the Pooling Agreement.

  • Unit Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • Share Purchase Price shall have the meaning ascribed to such term in Section 2.1(b).

  • Transaction Amount means the aggregate value of all of the issued and outstanding REIT Shares using a per share value equal to the per share value paid to the Stockholders in an Extraordinary Transaction. Transfer has the meaning set forth in Section 9.2(a) hereof. Value means, with respect to REIT Shares, the average of the daily market price of such REIT Share for the ten (10) consecutive trading days immediately preceding the date of such valuation. The market price for each such trading day shall be: (i) if the REIT Shares are Listed, the sale price, regular way, on such day, or if no such sale takes place on such day, the average of the closing bid and asked prices, regular way, on such day; (ii) if the REIT Shares are not Listed, the last reported sale price on such day or, if no sale takes place on such day, the average of the closing bid and asked prices on such day, as reported by a reliable quotation source designated by the General Partner; or (iii) if the REIT Shares are not Listed and no such last reported sale price or closing bid and asked prices are available, the average of the reported high bid and low asked prices on such day, as reported by a reliable quotation source designated by the General Partner, or if there shall be no bid and asked prices on such day, the average of the high bid and low asked prices, as so reported, on the most recent day (not more than ten (10) days prior to the date in question) for which prices have been so reported; provided that if there are no bid and asked prices reported during the ten (10) days prior to the date in question, the value of the REIT Shares shall be determined by the General Partner acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate. In the event the REIT Shares Amount includes rights that a holder of REIT Shares would be entitled to receive, then the value of such rights shall be determined by the General Partner acting in good faith on the basis of such quotations and other information as it considers, in its reasonable judgment, appropriate.

  • Sale Amount means, with respect to any Sold Receivable, the amount received from the related third-party purchaser as payment for such Sold Receivable.

  • Extra Principal Distribution Amount As of any Distribution Date, the lesser of (x) the related Total Monthly Excess Spread for such Distribution Date and (y) the related Subordination Deficiency for such Distribution Date.