Equity Backstop Parties definition
Examples of Equity Backstop Parties in a sentence
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.
Except for the representations and warranties contained in this Article V or in any certificate delivered with respect to this Agreement, neither such Equity Backstop Party nor any other Person makes any other express or implied representation or warranty on behalf of the Equity Backstop Parties.
The Equity Backstop Parties shall have received on and as of the Closing Date a certificate of the chief executive officer or chief financial officer of the Company confirming that the conditions set forth in Section 7.1(e) (Representations and Warranties) and Section 7.1(f) (Covenants) have been satisfied.
Except as provided in this Article IV, the other Transaction Agreements or in any certificate delivered with respect to this Agreement, no Person makes any representation or warranty to the Equity Backstop Parties or any of their Affiliates or any of their respective Representatives regarding the probable success or profitability of the Business.
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.
The obligations of the Equity Backstop Parties to purchase such Unsubscribed Shares as described in this Section 2.2(b) shall be referred to as the “Rights Offering Backstop Commitment.” The Company shall exercise the Put Option by delivery to each Equity Backstop Party of a written put election notice.
Registration rights (including demand and piggyback registration rights) will be provided to the Plan Sponsor and the Equity Backstop Parties to the extent they receive any “restricted” or “control” securities under the terms of the Plan or any agreements entered into in connection with the Plan pursuant to a registration rights agreement in form and substance acceptable to the Plan Sponsor and reasonably acceptable to the Debtors (the “Registration Rights Agreement”).
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.
The Equity Backstop Parties and the Debtors shall not take any position or action inconsistent with such treatment and/or characterization.