Rights Offering Backstop Commitment definition

Rights Offering Backstop Commitment has the meaning set forth in Section 2.2(b).
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Rights Offering Backstop Commitment shall have the meaning set forth in the Stock Purchase Agreement.
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Rights Offering Backstop Commitment. (c) On and subject to the terms and conditions hereof, including entry of the Confirmation Order, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to purchase (or cause certain of its and its affiliates’ managed funds and/or accounts to purchase), and the Company shall sell to such Commitment Party (or such managed funds or accounts), on the Closing Date for the applicable aggregate Per Unit Purchase Price, the number of 4(a)(2) Backstop Commitment Units equal to (x) such Commitment Party’s Commitment Percentage multiplied by (y) the aggregate number of 4(a)(2) Backstop Commitment Units, rounded among the Commitment Parties solely to avoid fractional units as the Requisite Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties); provided that any Defaulting Commitment Party shall be liable to each Senior Commitment Party that is not a Defaulting Commitment Party, and the Company, as a result of any breach of its obligations hereunder. Section 2.3
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Examples of Rights Offering Backstop Commitment in a sentence

  • In accordance with the Rights Offering Backstop Commitment Agreement, the Rights Offering Backstop Investors have committed to purchase all Remaining Rights Offering Stock.

  • Any Commitments assumed by a Senior Commitment Party in accordance with this Section 6.16 shall be included, among other things, in the determination of (x) the Commitment Percentage of such Commitment Party for purposes of Section 2.3(e), Section 2.4(b), Section 3.1 and Section 3.2 and (y) the Rights Offering Backstop Commitment of such party for purposes of the definition of Requisite Commitment Parties.

  • In accordance with the Rights Offering Backstop Commitment Agreement, the Rights Offering Backstop Investors will purchase all Remaining Rights Offering Stock.

  • On the Effective Date, Reorganized RMC shall issue to the Consenting Noteholders that are parties to the Rights Offering Backstop Commitment Agreement their respective shares of the Exit Issuance Backstop Fee pursuant to the terms of the Rights Offering Commitment Agreement.

  • In accordance with the Subscription Agreement, the Rights Offering Backstop Commitment Agreement, and the Rights Offering Procedures, each Eligible DIP Claim Holder shall have Subscription Rights in the Rights Offering to purchase up to its pro rata allocation of the Rights Offering Amount, subject to the Rights Offering Holdback.

  • Such Commitment Party has sufficient assets and the financial capacity to perform all of its obligations under this Agreement, including the ability to fully exercise all Subscription Rights that are issued to it pursuant to the Rights Offering and fund such Commitment Party’s Rights Offering Backstop Commitment.

  • On the Effective Date, if not previously satisfied in full in accordance with the terms of the Private Placement Agreement and/or the Rights Offering Backstop Commitment Agreement, as applicable, any outstanding Expense Reimbursements shall be paid in Cash and any outstanding Commitment Premiums and Ticking Premiums, if any, shall be paid in Reorganized PEC Common Stock in accordance with the Private Placement Agreement and the Rights Offering Backstop Commitment Agreement, as applicable.

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  • In addition, under the Rights Offering Backstop Commitment Agreement, the Required Backstop Parties have the contractual right to terminate the Rights Offering Backstop Agreement if, among other reasons, the deadlines set forth in such agreement or the various conditions precedent to enforcement of the Rights Offering Backstop Investors’ obligations are not satisfied.

  • Notwithstanding anything to the contrary in this Agreement, the applicable Commitment Party agrees that it is jointly and severally liable for any damages caused by any breach of this Agreement by any of its Related Purchasers in the event such Commitment Party has Transferred all or a portion of its Rights Offering Backstop Commitment hereunder to any Related Purchaser(s) pursuant to Section 2.4 hereof.


More Definitions of Rights Offering Backstop Commitment

Rights Offering Backstop Commitment means the commitment provided by the Rights Offering Backstop Purchasers pursuant to the Equity Commitment Agreement to purchase the number of Rights Offering Common Stock necessary to fund the Plan with the Rights Offering Amount.
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Rights Offering Backstop Commitment. The Company shall exercise the Put Option by delivery to each Equity Backstop Party of a written put election notice.
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Rights Offering Backstop Commitment. To the extent that the Commitment Parties are required to purchase Unsubscribed Notes in accordance with the Rights Offering Backstop Commitment, the Company shall provide notice of such requirement to each Commitment Party.
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Rights Offering Backstop Commitment has the meaning set forth in Section 2.2(b). “Rights Offering Commencement Time” means the time and date set forth in the Rights Offering Procedures. “Rights Offering Expiration Time” means the time and the date on which the rights offering subscription forms must be duly delivered to the Rights Offering Subscription Agent in accordance with the Rights Offering Procedures, together with the applicable aggregate Per Unit Purchase Price, if applicable. “Rights Offering Participants” means those Persons who duly subscribe for Rights Offering Units in accordance with the Rights Offering Procedures. “Rights Offering Procedures” means the procedures with respect to the Rights Offering that are approved by the Bankruptcy Court pursuant to the Plan Solicitation Order, which procedures shall be in form and substance substantially as set forth on Exhibit A hereto, as may be modified in a manner that is acceptable to the Requisite Commitment Parties and the Company. “Rights Offering Units” means the Common Units (including all Unsubscribed Units purchased by the Commitment Parties pursuant to this Agreement) distributed pursuant to and in accordance with the Rights Offering Procedures in the Rights Offering. “Rights Offering Subscription Agent” means Delaware Trust Company or another subscription agent appointed by the Company and satisfactory to the Requisite Commitment Parties. “SEC” means the U.S. Securities and Exchange Commission.
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Rights Offering Backstop Commitment has the meaning set forth in Section 2.2(b). “Rights Offering Commencement Time” means the time and date set forth in the Rights Offering Procedures. 16
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Rights Offering Backstop Commitment. (c) On and subject to the terms and conditions hereof, including entry of the Confirmation Order, each Commitment Party agrees, severally (in accordance with its Commitment Percentage) and not jointly, to purchase (or cause certain of its and its affiliates’ 20
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Related to Rights Offering Backstop Commitment

  • 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.

  • Rights Offering Amount means $300,000,000.

  • Rights Offering has the meaning set forth in Section 4.1(b);

  • Rights Offering Shares means, collectively, the shares of New Common Stock issued in the Rights Offering.

  • Backstop Agreement has the meaning set forth in the recitals to this Agreement.

  • Rights Offering Participants means those Persons who duly subscribe for Rights Offering Shares in accordance with the Rights Offering Procedures.

  • Initial Commitment means, in relation to an Initial Senior Noteholder, the amount set out in the relevant Senior Noteholder Fee Letter.

  • Participation Commitment means each Lender’s obligation to buy a participation of the Letters of Credit issued hereunder.

  • Equity Commitment (a) options, warrants, convertible securities, exchangeable securities, subscription rights, conversion rights, exchange rights, or other Contracts that could require a Person to issue any of its Equity Interests or to sell any Equity Interests it owns in another Person; (b) any other securities convertible into, exchangeable or exercisable for, or representing the right to subscribe for any Equity Interest of a Person or owned by a Person; (c) statutory pre-emptive rights or pre-emptive rights granted under a Person’s Governing Documents; and (d) stock appreciation rights, phantom stock, profit participation, or other similar rights with respect to a Person.

  • Commitment Agreement means the written agreement that may be required at EDTI’s sole discretion between a Customer and EDTI whereby the Customer both authorizes the design and construction of new or expanded Facilities and agrees to pay all cancellation costs if the project is cancelled or if the Customer fails to sign an Electric Service Agreement prior to the energization of the new or expanded Facilities;

  • Incremental Commitment Agreement means each Incremental Commitment Agreement in the form of Exhibit R (appropriately completed) executed and delivered in accordance with Section 2.14.

  • Revolving Loan Commitment Amount means, on any date, $30,000,000, as such amount may be reduced from time to time pursuant to Section 2.2.

  • Revolving Commitment Amount means $125,000,000, as reduced from time to time pursuant to Section 6.1.

  • Group Commitment means with respect to any Purchaser Group the aggregate of the Commitments of each Purchaser within such Purchaser Group.

  • L/C Commitment Amount has the meaning given to that term in Section 2.3.(a).

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

  • Commitment Amount means the aggregate amount of up to Ten Million Dollars ($10,000,000) which the Investor has agreed to provide to the Company in order to purchase the Company's Common Stock pursuant to the terms and conditions of this Agreement.

  • Total Commitment Amount means, at any particular time, the aggregate of the Individual Commitments of all of the Lenders at such time.

  • Term Loan Commitment Amount means, with respect to each Lender, the sum of such Lender’s Term Loan Tranche 1 Commitment Amount and Term Loan Tranche 2 Commitment Amount.

  • Available Revolving Commitment as to any Revolving Lender at any time, an amount equal to the excess, if any, of (a) such Lender’s Revolving Commitment then in effect over (b) such Lender’s Revolving Extensions of Credit then outstanding; provided, that in calculating any Lender’s Revolving Extensions of Credit for the purpose of determining such Lender’s Available Revolving Commitment pursuant to Section 2.8(a), the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero.

  • Total Revolving Loan Commitment means, at any time, the sum of the Revolving Loan Commitments of each of the Lenders at such time.

  • Net Offering Proceeds means all cash or other assets received by General Partner or Borrower as a result of the issuance or sale of common shares of beneficial interest, preferred shares of beneficial interest, partnership interests, preferred partnership units, limited liability company interests, Convertible Securities or other ownership or equity interests in General Partner or Borrower less customary costs and discounts of issuance paid by General Partner or Borrower, as the case may be.

  • Total Revolving Commitment means, at any time, the sum of the Revolving Commitments at such time.

  • Option Commitment means the notice of grant of an Option delivered by the Company hereunder to a Service Provider and substantially in the form of Schedule A attached hereto;

  • Swing Line Loan Commitment Amount means, on any date, $5,000,000, as such amount may be reduced from time to time pursuant to Section 2.2.