Back-Stop Clause Samples
A Back-Stop clause sets a final deadline or limit for the completion of a specific action or obligation within a contract. In practice, it may establish the latest date by which a party must secure financing, obtain regulatory approval, or fulfill a condition precedent, regardless of any extensions or delays that may have occurred. This clause ensures that contractual processes do not remain open-ended, providing certainty and a clear endpoint for all parties involved.
Back-Stop. (a) If, at the time of the Closing, the Available Buyer Funding (disregarding clause (z) of the definition of “PIPE Financing Amount”) would be less than the Minimum Available Buyer Funding Amount, then Boston Omaha shall, or shall cause one or more of its affiliates to, purchase shares of PubCo Class A Common Stock through a combination (as determined by Boston Omaha in its discretion) of (x) cash and (y) a number of Back-Stop Shares (free and clear of all Liens) with an aggregate Share Value, (the sum of (x) and (y) being the “Back-Stop Amount”), sufficient to cause Available Buyer Funding to equal Minimum Available Buyer Funding Amount. Boston Omaha and its affiliates making such purchase shall receive in exchange for payment of the Back-Stop Amount that number of shares of PubCo Class A Common Stock equal to (xx) the Back-Stop Amount, divided by (yy) ten (10). Notwithstanding any other provision in this Section 4.11, in no event shall the Back-Stop Amount exceed the sum of $45 million.
(b) Any and all sums due under this Section 4.11 shall be paid in the manner as described in Section 4.11(a) at the Closing by wire transfer and/or acceptable transfer of Back-Stop Shares.
Back-Stop. The amounts required to be paid to Yellowstone by Subscriber pursuant to the Subscription Agreement shall be in lieu of and replace in its entirety Yellowstone’s obligation to deliver satisfactory evidence of the receipt of the Back-Stop Amount. For the avoidance of doubt, (i) amounts actually funded by the Subscriber pursuant to the Subscription Agreement (the “Subscription Payment”) shall be counted as part of the aggregate gross purchase price actually received by Yellowstone as part of the PIPE Financing Amount under the Transaction Agreement and (ii) the full amount of the Subscription Payment shall be funded in accordance with the terms and conditions of the Subscription Agreement, irrespective of the amounts that otherwise may have been required to make up the deficit between the Available Buyer Funding and the Minimum Available Buyer Funding Amount required pursuant to Section 6.3(e) of the Transaction Agreement.
Back-Stop. At the closing of the Rights Offering, pursuant to the terms and subject to the conditions of this Agreement and the Rights Offering as set forth in the Registration Statement, the Investor shall, on the same terms and Subscription Price as the Rights Offering, purchase such number of shares of Class A Common Stock as is sufficient to ensure that the aggregate proceeds from (i) the Rights Offering, (ii) the Investor’s purchase pursuant to Section 2.1 hereof and (iii) the Investor’s purchase pursuant to this Section 2.4, equal the Backstopped Amount. The Investor’s obligation to purchase the shares of Class A Common Stock pursuant to this Section 2.4 is conditioned upon the consummation of the Rights Offering in accordance with its terms.
Back-Stop. Each of E▇▇▇▇▇▇▇ and Flexjet hereby agrees that (a) it shall deliver to the other a duly executed counterpart to the Subscription Agreement signed by it (or, in the case of E▇▇▇▇▇▇▇, one of its Affiliates) for an aggregate purchase price payable by E▇▇▇▇▇▇▇ (or its applicable Affiliate) equal to the Back-Stop Amount by no later than promptly following and on the same Business Day as the SPAC Shareholders’ Meeting (but in no event earlier than any subscription agreement executed by Flexjet and any Third Party Investor (as defined below)), and (b) Flexjet shall deliver to E▇▇▇▇▇▇▇ or its applicable Affiliate the E▇▇▇▇▇▇▇ Subscribed Stock pursuant and subject to the terms and conditions of the Subscription Agreement. Flexjet and E▇▇▇▇▇▇▇ each acknowledge and agree that, following the date hereof, Flexjet is expected to seek to enter into one or more subscription agreements with certain additional PIPE Investors (such potential investors who may subscribe, the “Third Party Investors”). In connection therewith, it is contemplated that the form of subscription agreement initially provided to the Third Party Investors will be in the same form as the Subscription Agreement, but that the Third Party Investors may require amendment or modification of the terms of the form of subscription agreement as a condition to the execution and delivery thereof. To the extent that the subscription agreement entered into by any Third Party Investor is so amended or modified, then the Subscription Agreement executed and delivered by E▇▇▇▇▇▇▇ or its applicable Affiliate pursuant to this Agreement shall be amended or modified in the same manner such that E▇▇▇▇▇▇▇ or its applicable Affiliate will sign and deliver the same form of subscription agreement as the Third Party Investors, other than with respect to the $10 purchase price per share of Flexjet Common Stock to be purchased by E▇▇▇▇▇▇▇ or its Affiliate as described in this Agreement which shall not be amended or modified.
Back-Stop. Within three (3) Business Days following the expiration of the Rights Offering, pursuant to the terms and subject to the conditions of this Agreement and the Rights Offering as set forth in the Registration Statement, the Investor shall, on the same terms as the Rights Offering, purchase such number of shares of Class A Common Stock as equals all of the Rights Shares that are not otherwise subscribed for by the other holders of Rights under either their Basic Subscription Privilege or their Over-subscription Privilege. The Investor's obligation to purchase the shares of Class A Common Stock pursuant to this Section 2.3 is conditioned upon consummation of the Rights Offering in accordance with its terms.