Backstop. During the period commencing on the date hereof and ending at the close of business on the third Trading Day prior to the Special Meeting ( “Backstop Deadline”), each of the Subscribers shall (provided it is lawful to do so) use reasonable best efforts to purchase the number of shares of Common Stock of the Company set forth opposite its name on the signature page hereto (the “Backstop Purchase”) in the open market (the “Open Market Shares”) or in privately negotiated transactions with third parties, including forward contracts (the “Private Purchase Shares”, and collectively with the Open Market Shares, the “Backstop Shares”). In addition, each Subscriber may satisfy its obligation to make the Backstop Purchase by purchasing Private Purchase Shares from shareholders that have delivered shares of Common Stock for redemption during the period from the Backstop Deadline to the commencement of the Special Meeting. Any purchase of Private Purchase Shares from redeeming holders shall require, as a condition of such purchase and in order for such Private Purchase Shares to be applied against the number of shares of common stock of the Company required to fulfill such Subscriber’s Backstop Purchase, that such third parties withdraw the public shares from redemption against the Company’s trust account (to the extent previously redeemed) and that they not thereafter redeem such public shares in connection with the Special Meeting. Any such transactions shall settle prior to the Merger Closing. On each of (a) the date immediately following the Backstop Deadline, (b) the close of the Trading Day prior to the date of the Special Meeting and (c) promptly at other times requested by the Company from time to time, each Subscriber shall (x) notify the Company in writing of the number of Open Market Shares and Private Purchase Shares so purchased and (y) provide the Company, for all Backstop Shares acquired, all documentary evidence reasonably requested by the Company and its advisors (including without limitation, its legal counsel) and its transfer agent and proxy solicitor to confirm that each Subscriber has purchased, or has contracted to purchase, such shares and, in the case of any shares purchased from redeeming holders, evidence that such shares have been validly withdrawn from redemption prior to the Special Meeting. For purposes hereof, “Trading Day” shall mean a day during which trading in the Common Stock generally occurs on the NASDAQ Capital Market or, if the...
Backstop. Subject to and in accordance with the terms and conditions set forth herein, upon Company’s exercise of its right to call the Backstop Amount set forth in Section 2.3, the Backstopper irrevocably commits to purchase, at the Closing, up to a number of shares of Convertible Preferred Stock (and accompanying Warrants) determined by dividing (i) the Backstop Amount by (ii) the Purchase Price (the “Commitment”).
Backstop. (a) On the terms and subject to the conditions contained herein, and in reliance on the representations and warranties set forth in this Agreement, each of the Preferred Backstop Investors hereby agrees, severally and not jointly, to purchase on the Effective Date, and the Company hereby agrees to sell and issue to each such Preferred Backstop Investor, at the Backstop Purchase Price therefor, its Backstop Percentage of the Unsubscribed Shares, subject to the Offering Conditions. The Preferred Stock which each of the Preferred Backstop Investors purchases pursuant to this Agreement are referred to herein as such Preferred Backstop Investor’s “Backstop Shares.” For the avoidance of doubt, any shares of Preferred Stock acquired in the Rights Offering pursuant to Section 2.1(b) shall not be deemed Backstop Shares.
Backstop. (a) Commencing on the date hereof and through 5:00 p.m. Eastern Time on the last date on which it may purchase Ordinary Shares such that the settlement of such purchase shall occur on or before the Record Date (the “Market Deadline”), Subscriber shall (provided it is lawful to do so) have the right to purchase up to Twenty-Four Million U.S. Dollars ($24,000,000) of Ordinary Shares in the open market or in other privately negotiated transactions with third parties. On the date immediately following the Market Deadline and promptly at other times requested by the Company from time to time, Subscriber shall notify the Company in writing of the number of Ordinary Shares so purchased (the “Open Market Shares”) and the aggregate purchase price paid therefor by the Subscriber.
Backstop. Pursuant to the terms and subject to the conditions of this Agreement, in connection with the Rights Offering, the Company hereby offers LDN the right to purchase that number of shares of Company Common Stock having an aggregate value equal to the Backstop Amount at a price per share equal to the Subscription Price. As soon as reasonably practicable following the expiration date of the Rights Offering as set forth in the Registration Statement (the “Expiration Date”), the Company and the subscription agent for the Rights Offering shall determine the Backstop Amount and provide notice thereof to LDN (the “Notice Date”). At the Closing (as hereinafter defined), LDN hereby agrees to purchase that number of shares of Company Common Stock having an aggregate value equal to the Backstop Amount at a price per share equal to the Subscription Price (it being understood that other stockholders of the Company will not be offered the right to purchase Common Stock in respect of any Rights that go unsubscribed in the Rights Offering).
Backstop. Certain members of the Ad Hoc Group will backstop the full Amount of the New Super Senior Notes.
Backstop. Pursuant to the terms and subject to the conditions of this Agreement, the Company hereby offers Xxxxxx'x Xxxx the right to subscribe for and exercise, in connection with the Rights Offering, at the Subscription Price the Backstop Amount. As soon as reasonably practicable following the expiration date of the Rights Offering as set forth in the Registration Statement (the "EXPIRATION DATE"), the Company and the subscription agent for the Rights Offering shall determine the Backstop Amount and provide notice thereof to Xxxxxx'x Xxxx. At the Closing, Xxxxxx'x Xxxx hereby agrees to subscribe for and exercise, at the Subscription Price, the Backstop Amount (it being understood that other stockholders will not be offered the right to purchase any Rights that go unsubscribed in the Rights Offering).
Backstop. No Party or its directors, board members, commissioners, officers, employees, or agents shall have any liability to any other Party for any injury or death to any person, or for any loss or damage to any property, or any lost profits, lost revenues or production, lost use of facilities, lost data, or any indirect, incidental, consequential, special, exemplary, or punitive damages caused by or arising out of any action or failure to act, unless the action or failure to act is caused by the other Party’s Willful Action; provided however, each Participating Control Area Operator (the “Indemnifying Party”) shall indemnify, hold harmless and, at the Host’s request, defend (with counsel satisfactory to the Host), the Host and its successors, assigns, officers, directors, employees and agents (collectively, the “Indemnified Parties”) from and against all liabilities, actions, claims, losses, costs, damages, penalties and expenses (including without limitation reasonable legal fees) of any kind or nature whatsoever which may at any time be brought against or incurred or suffered by the Indemnified Parties or any one or more of them relating to this Agreement, except to the extent related to the Host’s Willful Action. Willful Action means an action taken or not taken by a Party that is knowingly or intentionally taken or not taken with the intent that injury or damage would result or with a reckless disregard for the result. Willful Action does not include any act or failure to act that is involuntary, accidental or negligent.
Backstop. Assuming a 20 feet high berm. The berm should extend a minimum of five feet beyond the end target as measured at the top of the berm. The slope of the range side must be as steep as possible but not less than 45 degrees or 1:1. The facing slope must be at least 45 degrees or 1:1. The impact surface of the backstop must be free of rock and debris to a depth of 18-24 inches. Fill material should be relatively free oflarge rocks and other debris. 281 .
Backstop. On the terms and subject to the conditions set forth in this Agreement, the Company agrees to sell to the Investor, and the Investor agrees to purchase from the Company, at the Closing (as hereinafter defined), the Actual Number of Series A Shares at an aggregate purchase price calculated by multiplying such number by the price per share specified on Annex A, subject to adjustment as provided in Section 1.3(b) (the “Purchase”). The Series A Shares to be purchased by the Investor pursuant to this Section 1.2 are herein called the “Purchased Securities”.
