Backstop Shares Clause Examples

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Backstop Shares. In accordance with the terms and provisions of this Agreement, to determine the number of Backstop Shares, if any, in good faith, to provide a Commitment Notice or a Satisfaction Notice that accurately reflects the number of Backstop Shares as so determined.
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Backstop Shares. Prior to Closing, the Sponsor may transfer up to 3,000,000 SPAC Class B Shares held by Sponsor for reduction of any deferred underwriting fees, or to transfer to non-Affiliate third investors providing backstop financing, non-redemption agreements or other financial support in connection with the transactions contemplated by this Agreement, as determined by SPAC in consultation with the Parent (the “Backstop Shares”). Any of the 3,000,000 Backstop Shares not utilized as envisaged above will be subject to forfeiture by the Sponsor and cancelled, as to be further described and agreed in the Sponsor Support Agreement.
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Backstop Shares. The Purchaser acknowledges and agrees that, if the Company requests in writing at any time prior to two (2) days prior to the Closing Date, the Purchaser will purchase shares of Common Stock (the “Backstop Shares”), subject to and contingent upon the Closing, in privately negotiated transactions directly from stockholders of the Company (other than Affiliates of the Company) who have elected to redeem or intend to redeem such shares pursuant to Section 9.02 of the Amended and Restated Certificate of Incorporation of the Corporation in connection with the consummation of the transactions contemplated by the Merger Agreement; provided, however that in no event shall Purchaser be required to make any such purchases at a purchase price of greater than $10.00 per share or for an aggregate purchase price (for all such purchases) of greater than $5,000,000. Any such purchases described in subsection (b) shall be pursuant to a Backstop Stock Purchase Agreement in substantially the form of Exhibit D, including that any such purchase shall be contingent upon and completed simultaneously with the Merger. The Backstop Shares purchased by the Purchaser, if any, shall be evidenced by book-entry position with the Company’s transfer agent, shall be freely-tradeable immediately upon receipt (subject to compliance with the Securities Act and any applicable state securities laws) and shall not be subject to any legends.
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Backstop Shares. The Company, in consultation with counsel for the Commitment Parties, shall determine the amount of Backstop Shares, if any, and, in good faith, provide a Funding Notice that accurately reflects the amount of Backstop Shares as so determined and to provide to the Commitment Parties a certification by the Subscription Agent of the Backstop Shares or, if such certification is not available, such written backup to the determination of the Backstop Shares as the Commitment Parties may reasonably request.
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Backstop Shares. Subject to the terms and conditions hereof, in the event that the gross cash proceeds available from the Trust Account (as defined below) at the Closing (taking into account all redemptions of shares of Class A Common Stock redeemed for cash in accordance with Industrea’s certificate of incorporation) is less than the Argand Backstop Threshold Amount (such difference, if any, the “Excess Redemption Amount” which Excess Redemption Amount shall be certified in writing to Subscriber by a duly authorized officer of Industrea prior to the Closing), then Subscriber hereby agrees to subscribe for and purchase a number of Backstop Shares equal to the quotient of (a) the Excess Redemption Amount, divided by (b) the Per Share Price, subject to a maximum subscription of 2,450,980 Backstop Shares (such subscription and issuance, together with the Base Subscription, the “Subscription”). For purposes of this Agreement, the “Argand Backstop Threshold Amount” shall mean $128,138,275, less the aggregate amount of any additional equity investment commitments (x)relating to one or more private placements to be consummated at or prior to the Closing received by Newco and/or Industrea and agreed to in writing by CPH in accordance with the Merger Agreement following the date hereof and prior to the Closing and (y) pursuant to any Rollover Agreement (as defined in the Merger Agreement), the UK Share Purchase Agreement and UK Put/Call Agreement (each as defined in the Merger Agreement) following the date hereof and prior to the Closing by any person other than BBCP Investors, LLC or its affiliates in excess of $50,961,725 in the aggregate.
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Backstop Shares. (i) Subject to the terms and conditions hereof, following delivery of the Backstop Notice by the Company to the Purchaser hereunder, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company the number of Backstop Shares set forth in the Backstop Notice, which shall not be less than the Backstop Floor and shall not be greater than the Backstop Limit, for a purchase price of $10.00 per Backstop Share (the aggregate amount of such purchase, the “Purchase Price”). The number of Backstop Shares, the Backstop Floor, the Backstop Limit and the purchase price per Backstop Share, as applicable, shall be appropriately adjusted to reflect any stock split, stock dividend, stock combination, recapitalization or the like (except for the closing of the transactions contemplated by the Merger Agreement in accordance therewith) occurring after the date hereof. (ii) The delivery of the Backstop Notice hereunder shall serve as notice to the Purchaser that the Purchaser will be required to pay the Purchase Price for the Backstop Shares, and acquire the Backstop Shares, at the Backstop Closing (as defined below). (iii) The closing of the purchase and sale of the Backstop Shares (the “Backstop Closing”) shall be held substantially concurrently with the Closing. At the Backstop Closing (and no later than on the Closing Date), the Company will issue to the Purchaser the Backstop Shares free and clear of any liens or other restrictions (other than those arising under applicable securities laws, the Certificate of Designations, the Bylaws or that certain investor rights agreement to be entered into at the Backstop Closing by and between the Company and the Purchaser in the form attached hereto as Exhibit B (the “Investor Rights Agreement”)), registered in the name of the Purchaser, against (and concurrently with) the payment by the Purchaser of an amount equal to the Purchase Price minus the Structuring Fee (as defined below) for the Backstop Shares to the Company by wire transfer of immediately available funds to the account notified to the Purchaser by the Company in the Backstop Notice. (iv) In the event the Closing does not occur within five (5) Business Days of the anticipated Closing Date set forth in the Backstop Notice, the Company shall promptly (but no later than two (2) Business Days thereafter) return the entire amount paid by the Purchaser to the Company in accordance with Section 2(a)(iii) to Purchaser (without any deduction...
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Backstop Shares. In consideration of each of the Fortress Investor’s and the RTW Investor’s commitment to purchase its respective Backstop Purchase Amount of the Prior Note, Pubco shall, on the Backstop Closing Date and substantially simultaneously with the Intermediate Merger Closing, issue to each of the Fortress Investor and the RTW Investor a number of shares of Pubco Common Stock (the “Backstop Shares”) as follows: 1) In the event that the aggregate Backstop Purchase Amount for each of the Fortress Investor and the RTW Investor is equal to each of their respective aggregate Maximum Purchase Amounts, Pubco shall issue to each of the Fortress Investor and the RTW Investor an aggregate amount of Pubco Common Stock equal to the greater of (i) 700,000 shares of Pubco Common Stock and (ii) the maximum amount of Conditional Additional Pubco Shares issuable, (x) in the case of the Fortress Investor, to the Fortress Investor pursuant to, and in accordance with the calculations set forth in, Section 6.01(t) of the Fortress Credit Agreement, and (y) in the case of the RTW Investor, to the RTW Investor pursuant to Section 3(g) of the RTW PIPE Side Letter; provided that in the event that for any reason the aggregate number of shares issuable to the Fortress Investor pursuant to clause (ii) above is greater than the aggregate number of shares issuable to the RTW Investor pursuant to clause (ii), or vice versa, the Investor that would receive the lesser aggregate number of shares shall instead receive the higher number of aggregate shares so that, pursuant to such clause (ii), each of the Fortress Investor and the RTW Investor shall receive the same aggregate number of shares of Pubco Common Stock. 2) In the event that the aggregate Backstop Purchase Amount for each of the Fortress Investor and the RTW Investor is less than each of their respective aggregate Maximum Purchase Amounts, Pubco shall issue to each of the Fortress Investor and the RTW Investor an aggregate amount of shares of Pubco Common Stock equal to (x) 700,000 multiplied by a fraction having (i) a denominator equal to 2,000,000 and (ii) a numerator equal to the Backstop Purchase Amount for the Fortress Investor or the RTW Investor, as the case may be. 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 eac...
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Backstop Shares 
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Related to Backstop Shares

  • Commitment Shares On or before the Closing Date, the Company shall issue the Commitment Shares to the Buyer.

  • Acquired Shares Any Shares or other voting securities of the Bank with respect to which beneficial ownership is acquired by Shareholder or its affiliates, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such Shares or upon exercise or conversion of any securities of the Bank, if any, after the date hereof shall automatically become subject to the terms of this Agreement.

  • Settlement Shares With respect to any Settlement Date other than the Final Date, the number of Shares designated as such by Counterparty in the relevant Settlement Notice or designated by Dealer pursuant to the “Termination Settlement” provisions of Paragraph 7(g) below, as applicable; provided that the Settlement Shares so designated shall (i) not exceed the Number of Shares at that time and (ii) in the case of a designation by Counterparty, be at least equal to the lesser of 100,000 and the Number of Shares at that time, in each case with the Number of Shares determined taking into account pending Settlement Shares; and

  • Exchange Shares The Exchange Shares have been duly and validly authorized by all necessary action, and, when issued and delivered pursuant to this Agreement, such Exchange Shares will be duly and validly issued and fully paid and nonassessable, will not be issued in violation of any preemptive rights, and will not subject the holder thereof to personal liability.

  • Parent Shares (a) The Parent Shares to be issued pursuant to the terms of this Agreement will be issued in a transaction exempt from registration under the Securities Act by reason of Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D and therefore may not be re-offered or resold other than in conformity with the registration requirements of the Securities Act and such other applicable rules and regulations or pursuant to an exemption therefrom. All recipients of such Parent Shares shall be “accredited investors” as such term is defined in Regulation D. The Parent Shares to be issued pursuant to the terms of this Agreement will be “restricted securities” within the meaning of Rule 144 and may not be offered, sold, pledged, assigned or otherwise transferred unless (i) a registration statement with respect thereto is effective under the Securities Act and any applicable state securities laws or (ii) an exemption from such registration exists and Parent receives an opinion of counsel to the holder of such Parent Shares, which counsel and opinion are reasonably satisfactory to Parent, that such Parent Shares may be offered, sold, pledged, assigned or transferred in the manner contemplated without an effective registration statement under the Securities Act or applicable state securities laws. Parent Shares issued pursuant to the terms of this Agreement will bear an appropriate legend and restriction on the books of Parent’s transfer agent to that effect. (b) The Parent Shares issued by Parent to the Sellers pursuant to the terms of this Agreement shall be reflected in Parent’s books and records in book entry only, and shall be placed in a restrictive class with appropriate notations reflecting the following restrictive legend: “THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY U.S. STATE OR OTHER COUNTRY’S SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT AND ANY APPLICABLE STATE OR OTHER COUNTRY’S SECURITIES LAW, OR AN EXEMPTION FROM SUCH REGISTRATION UNDER THE ACT. NO HEDGING TRANSACTIONS MAY BE CONDUCTED WITH RESPECT TO THESE SHARES UNLESS DONE IN COMPLIANCE WITH SAID ACT.” (c) The Parent Shares to be issued pursuant to this Agreement shall be issued via direct registration with Parent’s transfer agent. No Parent Shares will be issued to any Seller until such Seller shall provide Parent with such Seller’s taxpayer identification number and address pursuant to the terms of this Agreement.