Backstop Agreement. The parties hereto hereby acknowledge that:
(a) Notwithstanding Section 5(a) of the Backstop Agreement, Thornapple (as defined therein) has terminated its agreement to acquire additional equity securities of the Company;
(b) Notwithstanding Section 6 of the Backstop Agreement, the approval of the Federal Reserve Board under the Bank Change of Control Act shall be required before the transactions contemplated by the Backstop Agreement may be consummated;
(c) The representations and warranties set forth in Sections 8(a) and 8(c) of the Backstop Agreement are expressly qualified by the need to secure the approval of the Federal Reserve Board under the Bank Change of Control Act; and
(d) Notwithstanding Section 11 of the Backstop Agreement, the Backstop Party (as defined therein) may assign any of his rights hereunder to any trust which the Backstop Party may establish for the purpose of holding equity securities of the Company.
Backstop Agreement permit Xxxxxxx or Ocean to, or (i) agree to any amendment or variation of the Backstop Agreement, (ii) release Navios Acquisition from any of Navios Acquisition’s obligations under the Backstop Agreement or waive any breach of Navios Acquisition’s obligations thereunder or consent to any such act or omission of Navios Acquisition as would otherwise constitute such breach, (iii) terminate the Backstop Agreement for any reason whatsoever, (iv) grant any consent which may be required from the Borrower under the Backstop Agreement, or (v) discharge, release, compromise or waive any claims any of them has against Navios Acquisition arising out of the Backstop Agreement;
Backstop Agreement. The Parties acknowledge and agree that the agreement, the terms of which are to be negotiated and agreed with the Supporting Shareholders, governing the terms of the participation by the Supporting Shareholders in the backstop of the equity purchase as contemplated by Section D of the Term Sheet (the "Backstop Agreement") shall include the following provisions: (i) each Supporting Shareholder shall purchase a number of ordinary shares of PGS as reorganized under the PGS Plan (the "New Shares") equivalent to at least 25% of its commitment, with the total commitment of the Supporting Shareholders aggregating 30% of the New Shares (the "Committed Shares"); (ii) all holders of Shares (including Supporting Shareholders) shall have the right to purchase a number of New Shares equaling its pro rata interest of the remaining 75% of the Committed Shares (after giving effect to paragraph 8.i., such pro rata interest to be calculated as the quotient of the number of Shares held by the holder on a cut-off date (the "Cut-off Date") to be determined and the total number of Shares issued and outstanding on the Cut-off Date; (iii) any Committed Shares not purchased in accordance with paragraph 8.ii. by holders of Shares other than the Supporting Shareholders shall be purchased by the Supporting Shareholders; (iv) any acceptances of the offered New Shares without payment (or proper payment arrangements) at the time of acceptance shall be rejected; (v) the right to purchase Committed Shares shall not be transferable, the purchase right can only be exercised for the number of Committed Shares calculated under paragraph 8.ii, and no over-subscription of New Shares shall be allowed; (v) the rights offering shall be communicated (to the extent permitted and by and in the manner required in the relevant jurisdiction(s)) to all holders of Shares as of the Cut-off Date, with the notice specifying the period the rights offering shall be held open and that payment shall be required to be made at the time such holder exercises its right of acceptance.
Backstop Agreement. During the period commencing on the date hereof and ending on the Expiration Date, the Company shall give notice to the Dealer Manager of any amendment proposed to be made to the Backstop Agreement.
Backstop Agreement. In connection with the conduct of the Rights Offering, Alloy and xXXxX*s have entered into the Backstop Agreement with MLF, pursuant to which MLF has agreed to cause its Affiliates to exercise all of the Rights distributed to them in the Rights Offering (the “MLF Rights”) and to purchase all shares of xXXxX*s Common Stock underlying the MLF Rights at the Subscription Price. Additionally, MLF has agreed that if, at the end of the exercise period for the Rights, there are Rights of other xXXxX*s stockholders that remain unexercised (the “Unexercised Rights”), MLF shall, at the request of xXXxX*s and subject to the provisions of the Backstop Agreement, purchase, or cause certain of its Affiliates to purchase, all of the shares of xXXxX*s Common Stock underlying all Unexercised Rights at the Subscription Price. There will be no rights of oversubscription offered to any of xXXxX*s stockholders other than those provided to MLF pursuant to the Backstop Agreement.
Backstop Agreement. The Company shall have executed and delivered the Backstop Agreement to X. Xxxxx Securities, Inc., an affiliate of the Purchaser.
Backstop Agreement. The State Backstop Agreement 1999, the State Backstop Agreement 2021, this Agreement and any agreement between WSW and a Municipality, as possibly amended from time to time, whereby the relevant Municipality has undertaken, as additional security for the fulfilment of WSW's payment obligations, to provide loans to WSW, with a view to avoiding liquidity shortfalls at WSW at all times.
Backstop Agreement. The closing of the transactions contemplated by the Backstop Agreement, including the purchase of shares of Common Stock by the Backstop Purchaser, shall have occurred prior to or substantially contemporaneously with the Closing.
Backstop Agreement. Unless otherwise approved in writing by the Company, DSAC shall not permit any amendment or modification to be made to, or any waiver of any provision or remedy under, or any replacement or termination of, the Backstop Agreement in any manner adverse to the Company. DSAC shall use its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the Backstop Agreement on the terms and conditions described therein, including using its reasonable best efforts to enforce its rights under the Backstop Agreement to cause the Backstop Parties to pay to (or as directed by) DSAC the applicable purchase price under the Backstop Agreement in accordance with its terms. Without limiting the generality of the foregoing, DSAC shall give the Company prompt (under the circumstances) written notice: (A) of any amendment to the Backstop Agreement; (B) of any material breach or material default (or any event or circumstance that, with or without notice, lapse of time or both, would reasonably be expected to give rise to any breach or default) by any party to the Backstop Agreement known to DSAC; (C) of the receipt of any written notice or other written communication from any party to the Backstop Agreement with respect to any actual, potential or claimed expiration, lapse, withdrawal, breach, default, termination or repudiation by any party to the Backstop Agreement or any provisions of the Backstop Agreement; and (D) of any underfunding of any amount under the Backstop Agreement.
Backstop Agreement. Subject to the earlier termination of this Agreement in accordance with Section 13, during the Interim Period, Sponsor and SPAC may enter into a backstop agreement with third party (the “Backstop Provider”), in form and substance satisfactory to the Company (including with respect to the Backstop Provider), pursuant to which the Backstop Provider shall, in a manner compliant with all applicable laws, rules and regulations (including, without limitation, question 166.01 of the U.S. Securities and Exchange Commissions compliance and disclosure interpretations regarding tender offer rules and schedules, to the extent applicable), (i) purchase shares of SPAC Class A Common Stock in aggregate amount of $11,900,000 prior to the SPAC Stockholders’ Meeting and (ii) not redeem such shares pursuant to the SPAC Redemption Rights (the “Backstop”). In connection with the Backstop, the Company shall issue to the Backstop Provider an aggregate of 650,000 shares of New SPAC Common Stock, which such shares shall be allocated from the Forfeited Sponsor Shares.
