Equity Backstop definition

Equity Backstop means the obligations, several and not joint, of the Equity Backstop Parties (in the respective amounts set forth on Annex E), as described in ARTICLE IV.G.4(c)(iii) of the Plan and the Commitment Letters.

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Equity Backstop. Amount As defined in the Term Sheet.

Equity Backstop. Parties As defined in the Term Sheet. Estate The estate of any Debtor created under sections 301 and 541 of the Bankruptcy Code upon the commencement of the applicable Debtor’s Chapter 11 Case. Exculpated Parties Collectively, and in each case, in its capacity as such: (a) the Debtors, (b) Reorganized Debtors; (c) any official committees appointed in the Chapter 11 Cases and each of their respective members; (c) such Released Parties that are fiduciaries to the Debtors’ Estates; and (d) with respect to each of the foregoing, such Entity and its current and former affiliates, and such Entity’s and its current and former affiliates’ current and former equity holders, subsidiaries, officers, directors, managers, principals, members, employees, agents, advisors, advisory board members, financial advisors, partners, attorneys, accountants, investment bankers, consultants, representatives, and other professionals, each in their capacity as such. Exit Agent The administrative agent appointed under the Exit Facility. Exit Facility As defined in the Term Sheet. Exit Lenders The lenders under the Exit Facility. Final Order As applicable, an order or judgment of the Bankruptcy Court or other court of competent jurisdiction with respect to the relevant subject matter that has not been reversed, stayed, modified, or amended, and as to which the time to appeal or seek certiorari has expired and no appeal or petition for certiorari has been timely taken, or as to which any appeal that has been taken or any petition for certiorari that has been or may be filed has been resolved by the highest court to which the order or judgment could be appealed or from which certiorari could be sought or the new trial, reargument, or rehearing shall have been denied, resulted in no modification of such order, or has otherwise been dismissed with prejudice.

Examples of Equity Backstop in a sentence

• Any Transfer made (or attempted to be made) in violation of this Agreement shall be deemed null and void ab initio and of no force or effect, regardless of any prior notice provided to the Company or any Equity Backstop Party, and shall not create (or be deemed to create) any obligation or liability of any other Equity Backstop Party or any Debtor to the purported transferee or limit, alter or impair any agreements, covenants, or obligations of the proposed transferor under this Agreement.

• Registration Rights Registration rights (including piggyback registration rights) will be provided to the Equity Backstop Parties to the extent they receive any “restricted” or “control” New Hexion Common Shares (but shall be provided with respect to all New Hexion Common Shares such Equity Backstop Parties receive) under the Securities Act, on terms (including time periods, “cut back” provisions, lockup agreements) and conditions determined as set forth in the Equity Backstop Agreement.

• For the avoidance of doubt, nothing in this Agreement shall affect or otherwise impair the rights, including consent rights, of the Equity Backstop Parties under the Plan Support Agreement or any other Definitive Document.

• Such Equity Backstop Party also represents that, to the extent required, it maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List.

• Such Equity Backstop Party has such knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of its investment in the Unsubscribed Shares.

• The Equity Backstop Parties shall have performed and complied, in all material respects, with all of their covenants and agreements contained in this Agreement and in any other document delivered pursuant to this Agreement.

• For the avoidance of doubt, the Incremental Downsize shall be in addition to any Noteholder Subscription Downsize, and the Incremental Downsize may, whether individually or in aggregate with the Noteholder Subscription Downsize, reduce the amount of the Backstop Commitment to be funded pursuant to the Plan and Equity Backstop Commitment Agreement to zero.

• As consideration for the Equity Backstop, each Equity Backstop Party shall receive from the Debtors (other than CII) an aggregate commitment fee for the use of capital, payable in cash, in an amount equal to 3% of its respective Equity Backstop; provided, that such Equity Backstop Party shall not have terminated its commitment letter with respect to the Equity Backstop on or prior to such date (the “Equity Backstop Fee” and, together with the Rollover Fee and the New Debt Fee, the “Commitment Fees”).

• The Debtors shall have received on and as of the Closing Date a certificate of an officer of each of the Equity Backstop Parties confirming that the conditions set forth in Section 7.3(c) (Representations and Warranties) and Section 7.3(d) (Covenants) have been satisfied with respect to such Equity Backstop Party.

• Such Equity Backstop Party agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that such Equity Backstop Party is permitted to do so under applicable law.

More Definitions of Equity Backstop

Equity Backstop has the meaning set forth in Section 6.6(a).

Equity Backstop means the obligations, several and not joint, of the Equity Backstop Parties (in

Equity Backstop means the obligation of the Purchaser to purchase the Equity Backstop Shares as provided for in Sections 3.1 and 3.2;