Backstopper definition

Backstopper or “Backstoppers” Page 1 (1st paragraph)
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Backstopper means those certain DIP Lenders that have agreed to backstop the loans available to the Debtors pursuant to, and in accordance with, the DIP Credit Agreement up to their respective commitment amounts. For the avoidance of doubt, unless expressly specified otherwise, the term "DIP Lenders" shall include the Backstoppers.
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Backstopper s Pro-Rata Share” means, with respect to each Backstopper, (x) the amount of the Backstop Commitment committed to by such Backstopper pursuant to the Backstop Agreement, divided by (y) the New Investment Amount.
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Examples of Backstopper in a sentence

  • The Backstopper has been duly organized and is validly existing and, except as would not reasonably be expected to have, individually or in the aggregate, a Backstopper Material Adverse Effect, is in good standing under the laws of its jurisdiction of organization, with the requisite power and authority to own its properties and conduct its business as currently conducted.

  • If the Closing has not occurred by the Commitment Outside Date, then the Backstop Fee shall be issued on the Commitment Outside Date unless (i) a Backstopper Default has occurred and has not been remedied; (ii) any of the conditions set forth in Section 7 hereof are not satisfied as of the Commitment Outside Date; or (iii) the Agreement has been terminated in accordance with Sections 8(a)(iii), 8(b)(B)(i) or 8(b)(B)(ii).

  • The Backstopper has sufficient assets and the financial capacity to perform all of its obligations under this Agreement, including the ability to fully fund the Commitment.

  • This Agreement may not be altered, amended, or modified except by a written instrument executed by or on behalf of the Company and the Backstopper.

  • The Company agrees to issue the Backstop Fee to the Backstopper, or its designated Affiliate, on the Closing Date regardless of the number of shares of Convertible Preferred Stock that the Company caused to be purchased by the Backstopper.

  • The execution and delivery by the Backstopper of this Agreement and the performance by the Backstopper of its obligations hereunder have been duly authorized by all requisite action on the part of the Backstopper, and no other action on the part of the Backstopper is necessary to authorize the execution and delivery by the Backstopper of this Agreement or the consummation of the transactions contemplated by this Agreement.

  • Subject to and in accordance with the terms and conditions set forth herein, upon Company’s exercise of its right to call the Backstop Amount set forth in Section 2.3, the Backstopper irrevocably commits to purchase, at the Closing, up to a number of shares of Convertible Preferred Stock (and accompanying Warrants) determined by dividing (i) the Backstop Amount by (ii) the Purchase Price (the “Commitment”).

  • This Agreement has been duly executed and delivered by the Backstopper, and assuming due authorization, execution and delivery by the Company, this Agreement constitutes the legal, valid and binding obligation of the Backstopper, enforceable against the Backstopper in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereafter in effect relating to creditors’ rights generally and subject to general principles of equity.

  • The Company shall have delivered an executed Registration Rights Agreement to the Backstopper.

  • The Backstopper has all necessary corporate, limited liability company or equivalent power and authority to enter into this Agreement and to carry out, or cause to be carried out, its obligations hereunder in accordance with the terms hereof.

Related to Backstopper

  • Backstop Agreement means that certain backstop commitment agreement by and among the Backstop Parties, Valaris, and the other Debtor parties thereto, as amended by that certain amended backstop commitment agreement, dated February 5, 2021, by and among the Backstop Parties, Valaris, and the other Debtor parties thereto, as may be further amended, supplemented, or modified from time to time, setting forth, among other things, the terms and conditions of the Rights Offering and the Backstop Commitments, attached as Exhibit 2 to the Restructuring Term Sheet.

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

  • 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.

  • Cash Collateralization has a correlative meaning.

  • Backstop Parties means, collectively, the Initial Backstop Parties and the Additional Backstop Parties.