Backstop Parties Sample Clauses

Backstop Parties. Party PropCo New LP Interests / REIT New Common Stock OpCo New Common Stock Total Amount CEC $ 269 million 13 $ 700 million $ 969 million 14 13 Subject to dilution if other First Lien Noteholders elect to become Backstop Parties.
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Backstop Parties. Noteholders who have executed a Backstop Agreement as of the date of this Term Sheet or their permitted assignees (the “Backstop Parties”). Each backstop commitment shall be several, not joint and several. Use of Proceeds USD $50 million for general corporate purposes as determined and approved by the New Board of Directors. The Majority Backstop Parties shall be satisfied with the budget or outline in respect of the use of proceeds. Issuer Reorganized Jaguar Offering Participants Available to all Noteholders on a pro rata basis based on Convertible Notes Claims as at the Record Date. Backstop Consideration The Backstop Parties will receive a fee equal to 11,111,1117 New Jaguar Common Shares (“Backstop Consideration Shares”) based on their pro rata backstop funding amount. Termination The Majority Backstop Parties shall be entitled to terminate the Backstop Agreement upon the occurrence of a material adverse change. Implementation The Share Offering shall be completed in conjunction with the implementation of, and pursuant to, the Plan of Arrangement. 6 Assuming the issuance of 111,111,111 New Jaguar Common Shares in the aggregate. If a different number of New Jaguar Common Shares are issued, the number of Accrued Interest Offering Shares to be issued will be adjusted proportionally.
Sample 1
Backstop Parties. In their capacities as Backstop Parties under the BCA (as defined below), certain of the Consenting Creditors (or their Related Funds) holding 2017 Term Loan Claims or Deficiency/Unsecured Debt Claims (the “Backstop Parties”) that are signatories to the Restructuring Support Agreement and whose Backstop Commitment Percentages, Minimum Allocations, Backstop Commitment Premium Amounts (as defined below), Allocation Adjustment Credits and Break Premium Amounts (as defined below) are set forth on Exhibit A attached hereto (the “Backstop Commitment Schedule”).
Sample 1
Backstop Parties. Certain affiliates of HPS Investment Partners, LLC and their co-investors and certain affiliates of Xxxxxxx Management Company (collectively, the “Backstop Parties”) that have provided commitments to fund the DIP Loans (as defined below) (the “Backstop Commitments”) pursuant to the Commitment Letter.
Sample 1
Backstop Parties. Noteholders who have executed a Backstop Agreement as of the date of this Term Sheet or their permitted assignees (the “Backstop Parties”). Each backstop commitment shall be several, not joint and several. Use of Proceeds USD $50 million for general corporate purposes as determined and approved by the New Board of Directors. The Majority Backstop Parties shall be satisfied with the budget or outline in respect of the use of proceeds.
Sample 1
Backstop Parties. In their capacities as Backstop Parties under the BCA (as defined below), certain of the Consenting Creditors (collectively, the “Backstop Parties”) that are signatories to the Restructuring Support Agreement and whose Backstop Commitments are set forth on Exhibit A attached hereto (the “Backstop Commitment Schedule”).
Sample 1

Related to Backstop Parties

  • Placement Agents The Purchaser will purchase the Subordinated Note(s) directly from the Company and not from the Placement Agents and understands that neither the Placement Agents nor any other broker or dealer have any obligation to make a market in the Subordinated Notes.

  • Investors Investors will be instructed by the Dealer Manager or any Soliciting Dealer to remit the purchase price in the form of checks (“instruments of payment”) payable to the order of “UMB BANK, N.A., ESCROW AGENT FOR LIGHTSTONE REAL ESTATE INCOME TRUST.” By 12:00 p.m. Eastern the next business day after receipt of instruments of payment, the Escrow Agent shall be furnished with a list of the Investors who have paid for the Common Shares showing the name, address, tax identification number, number of Common Shares subscribed for, the amount paid and whether such Investors are New York Investors, Tennessee Investors or Pennsylvania Investors (the “List of Investors”). The information comprising the identity of Investors shall be provided to the Escrow Agent in the format set forth in the “List of Investors” attached hereto as Exhibit C. The Escrow Agent shall be entitled to conclusively rely upon the List of Investors in determining whether Investors are New York Investors, Tennessee Investors or Pennsylvania Investors, and shall have no duty to independently determine or verify the same. Any checks made payable to a party other than the Escrow Agent shall be returned to the Dealer Manager or Soliciting Dealer that submitted the check. If any subscription agreement for the purchase of Common Shares solicited by a Soliciting Dealer is rejected by the Dealer Manager or the Company, then the subscription agreement and the related check for the purchase of Common Shares will be returned to the rejected subscriber within ten (10) business days from the date of rejection. If an Investor sends a check to the Dealer Manager or any Soliciting Dealer that does not conform to the subscription instructions, the Dealer Manager or Soliciting Dealer, as applicable, shall return the check directly to such Investor not later than the end of the next business day after the date on which the Dealer Manager or Soliciting Dealer, as applicable, received such check. All Investor Funds deposited in the Escrow Account shall not be subject to any liens or charges by the Company or the Escrow Agent, or judgments or creditors’ claims against the Company, until and unless released to the Company as hereinafter provided. The Company understands and agrees that the Company shall not be entitled to any Investor Funds on deposit in the Escrow Account and no such funds shall become the property of the Company or any other entity except as released to the Company pursuant to Section 3, Section 4 for New York Investors, Section 5 for Tennessee Investors or Section 6 for Pennsylvania Investors. The Escrow Agent will not use the information provided to it by the Company for any purpose other than to fulfill its obligations as Escrow Agent hereunder. The Escrow Agent will treat all Investor information as confidential.

  • PURCHASERS On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following:

  • SELLING STOCKHOLDERS The common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon exercise of the warrants. For additional information regarding the issuances of those shares of common stock and warrants, see “Private Placement of Shares of Common Stock and Warrants” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrants, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock and warrants, as of ________, 2023, assuming exercise of the warrants held by the selling stockholder on that date, without regard to any limitations on exercise. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the (i) sum of the number of shares of common stock issued to the selling stockholders in the “Private Placement of Shares of Common Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the warrants, a selling stockholder may not exercise the warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 9.99%, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See "Plan of Distribution." Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Annex C CELULARITY INC. Selling Stockholder Notice and Questionnaire The undersigned owner of common stock and warrants to purchase common stock (such shares of common stock, the “Registrable Securities”) of Celularity Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

  • Placement Agent It will purchase the Subordinated Note(s) directly from the Company and not from the Placement Agent and understands that neither the Placement Agent nor any other broker or dealer has any obligation to make a market in the Subordinated Notes.

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