Backstop Closing Clause Samples
Backstop Closing. Subject to the satisfaction or waiver of the Backstop Conditions Precedent (other than those that are by their nature to be satisfied at a Backstop Closing, but subject to the satisfaction or waiver of such conditions at such Backstop Closing), the closing of the transactions contemplated under Section 2.5 (a “Backstop Closing”) shall take place at the offices of Skadden, Arps, Slate, M▇▇▇▇▇▇ & F▇▇▇ (UK) LLP, 4▇ ▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, counsel to the Company, on the applicable date specified in Section 2.5 above, or at such other location, date and time as may be agreed upon between the Purchaser and the Company (each a “Backstop Closing Date”). At any Backstop Closing:
(a) The Company shall deliver to the Backstop Escrow Agent, to be held in escrow pursuant to the Backstop Escrow Agreement, a global note in registered form representing the Backstop Notes, with a face value equal to the aggregate principal amount of Backstop Notes so notified for issue in the relevant Backstop Notice less the aggregate principal amount of any Convertible Notes set forth in the notice of ownership provided by the Purchaser to the Company pursuant to Section 2.5, that are eligible to be cleared through the Depositary Trust Company, Euroclear S.A./N.V. or Clearstream Banking, société anonyme and a letter of instruction relating to delivery of the Backstop Notes on the Backstop Escrow Release Date in form and substance reasonably acceptable to the Purchaser, in each case, bearing the original signature of the Company, and the Purchaser shall fund, by wire transfer of immediately available funds, to the Backstop Escrow Account an amount, in United States Dollars, equal to the aggregate principal amount of Backstop Notes so notified for issue in the relevant Backstop Notice less the aggregate principal amount of any Convertible Notes set forth in the notice of ownership provided by the Purchaser to the Company pursuant to Section 2.5, to be held by the Backstop Escrow Agent pursuant to the terms of the Backstop Escrow Agreement. On the Backstop Escrow Release Date, the Backstop Notes will be deemed to be issued to the Purchaser against the release of funds from the Backstop Escrow Account in accordance with the Backstop Escrow Agreement.
(b) If the Purchaser or any of its Affiliates holds Convertible Notes on a Backstop Closing Date, then the Purchaser shall purchase from the Company, and the Company shall issue to the Purchaser, Rollover Notes with a face value ...
Backstop Closing. On the Closing Date, immediately prior to or substantially concurrently with the First Effective Time, to the extent required pursuant to the terms set forth in the Backstop Subscription Agreement and Section 7.1(a) of this Agreement, the Backstop Subscription and the issue of shares of Parent Common Stock contemplated thereby shall be consummated pursuant to, and in the amounts determined in accordance with, the Backstop Subscription Agreement and Section 7.1(a) of this Agreement.
Backstop Closing. Conditions to the Obligations of the Investor. The obligations of the Investor to effect the Backstop Closing shall be subject to the following conditions:
(a) the Rights Offering shall have been consummated in accordance in all material respects with the terms set forth in Section 3.1(b) hereof and in accordance with the Securities Act;
(b) the representations and warranties of the Company contained in this Agreement (i) that are qualified by materiality, Material Adverse Effect or words of similar import shall be true and correct as of the date hereof and as of the Backstop Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date) and (ii) that are not qualified by materiality, Material Adverse Effect or words of similar import, shall be true and correct in all material respects as of the Backstop Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), other than in the case of both (i) and (ii), any failure to be true and correct which, in the aggregate would not reasonably be expected to have a Material Adverse Effect;
(c) the Company shall have performed in all material respects all of its obligations required to be performed by it hereunder at or prior to the Backstop Closing;
(d) the Investor shall have received a certificate, signed by an officer of the Company, certifying as to the matters set forth in Section 6.5(b) and Section 6.5(c);
(e) the Investor shall have received a certificate of the Secretary of the Company, dated as of the Backstop Closing Date, certifying: (i) a true, complete and correct copy of the charter of the Company, as amended, (ii) a true, complete and correct copy of the bylaws of the Company, as amended and (iii) resolutions of the board of directors of the Company authorizing and approving the execution, delivery and performance by the Company of this Agreement and any agreements, instruments, certificates or other documents executed by the Company pursuant hereto;
(f) certificate of good standing for the Company from the Secretary of State of the State of Delaware, dated not more than two Business Days immediately preceding the Backstop Closing Date; and
(g) the Company shall have deliv...
Backstop Closing. (1) The closing of any Backstop Commitment and Backstop Option (the “Backstop Closing”) shall occur as promptly as practicable but, at Investor’s option, may be up to the twelfth (12th) business day after the satisfaction or waiver (by the party entitled to grant such waiver) of the conditions set forth in this Agreement to the Backstop Closing and the final determination of the amount of Preferred Stock that Investor is purchasing pursuant to Section 4.13, subject to the satisfaction or waiver (by the party entitled to grant such waiver) of the conditions set forth in this Agreement (other than those conditions that by their nature are to be satisfied at the Backstop Closing, but subject to fulfillment of those conditions), at the offices of Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇ located at ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ or such other location as agreed by the parties. The date of the Backstop Closing (if it shall occur) is referred to as the “Backstop Closing Date.”
(2) Subject to Section 4.13 and subject to the satisfaction or waiver of the conditions to the Backstop Closing in Section 1.2(c)(3), the Company will deliver to the Investor if the Company shall elect to sell to the Investor pursuant to the Backstop Commitment or the Investor shall exercise the Backstop Option, certificates representing a number of shares of Preferred Stock and one or more certificates representing the B2-Warrant, in each case, determined in accordance with Section 4.13, against (2) payment therefor by wire transfer of immediately available United States funds to a bank account designated by the Company the amount determined in Section 4.13.
Backstop Closing. The delivery of each such Investor’s individual Subscription Amount (the “Backstop Closing”) shall occur on the date (the “Backstop Closing Date”) that is two (2) Business Days prior to the date of closing of the Transactions (“Transaction Closing Date”). The proper number of Subscribed Shares will be issued by the Company to each of the Investors on the Transaction Closing Date.