Backstop Commitment. Section 2.2(a) of the BCA shall be amended and restated in its entirety as follows:
(a) On and subject to the terms and conditions hereof, including entry of the Confirmation Order, (i) each Backstop Party other than the RCF Lender Backstop Parties agrees, severally and not jointly, to purchase, and the Issuer agrees to issue to such Backstop Party, on the Closing Date for the applicable Purchase Price, the amount of Unsubscribed Securities equal to such Backstop Party’s Backstop Commitment Percentage of the aggregate Unsubscribed Securities, in accordance with the Rights Offering Procedures and the Plan; provided that for purposes of this clause (i), the aggregate Backstop Commitment Percentage of the RCF Lender Backstop Parties shall be deemed to be 0%, and the Backstop Commitment Percentages of all other Backstop Parties shall be deemed increased proportionately so that, in the aggregate, the Backstop Commitment Percentage of all such other Backstop Parties shall be 100% (such obligation to purchase the Unsubscribed Securities, the “Rights Offering Commitment”) and (ii) each Initial Backstop Party agrees, severally and not jointly, to purchase, and the Issuer agrees to issue to such Initial Backstop Party, on the Closing Date for the applicable Purchase Price, the amount of Additional Notes equal to such Initial Backstop Party’s Backstop Commitment Percentage as of August 18, 2020 of the aggregate Additional Notes in accordance with the terms of this Agreement (such obligation to purchase the Additional Notes, together with the Rights Offering Commitment, the “Backstop Commitment”).
Backstop Commitment. 1.1 Upon the terms and subject to the conditions set forth herein, in the event that the amount of funds held in the Trust Account (after giving effect to Redemptions) plus the aggregate amount of cash payable to Pubco pursuant to all PIPE Subscriptions by PIPE Investors other than Sponsor is less than $100,000,000, Sponsor hereby agrees to acquire, and/or to cause on or more Sponsor Designees to acquire, from Pubco, and Pubco agrees to issue to Sponsor and/or one or more Sponsor Designees, as applicable, an aggregate number of Pubco Securities equal to the aggregate Commitment Amount divided by the applicable purchase price of each such Pubco Security, in each case as further specified in Section 1.2. For purposes hereof, “Commitment Amount” means an amount equal to (a) $50,000,000, minus (b) the amount, if any, by which the amount of funds held in the Trust Account (after giving effect to Redemptions) plus the aggregate amount of PIPE Subscriptions by PIPE Investors other than Sponsor exceeds $50,000,000, minus (c) the amount of any PIPE Subscription by Sponsor; provided, however, that in no event shall the Commitment Amount be less than $0.
Backstop Commitment. (a) Subject to the consummation of the Rights Offering and the terms and conditions of this Agreement, to the extent the Rights Offering is not fully subscribed after accounting for all Over-Subscription Rights exercised, each Backstop Purchaser agrees to purchase from the Company, at a price per share equal to the Subscription Price, its Pro Rata Portion of the Unsubscribed Share Amount (the “Backstop Commitment”). The following terms shall have the following meanings for purposes of this Agreement:
Backstop Commitment. Subject to the terms, conditions and limitations described herein (including Paragraph 7 hereof), to provide assurance that the Rights Offering will be fully subscribed, the Backstop Parties severally and not jointly commit to purchase, in the respective percentages set forth on Exhibit B hereto (the “Commitment Percentages”), all of the additional Depositary Shares not sold to other Eligible Common Stockholders in the Rights Offering (the “Rights Offering Backstop Commitment”) and all of the additional Preferred Membership Interests not sold to other Eligible LLC Members in the Concurrent Private Placement (the “LLC Backstop Commitment,” and, together with the Rights Offering Backstop Commitment, the “Backstop Commitment”). Greenlight, in its discretion, may allocate its aggregate Backstop Commitment among the Greenlight Parties and accordingly allocate the Greenlight Parties' Commitment Percentage among the Greenlight Parties (it being understood and agreed that no such allocation among the Greenlight Parties will decrease the aggregate amount of Depositary Shares or Preferred Membership Interests that the Greenlight Parties are obligated to purchase pursuant to the Backstop Commitment). The Greenlight Parties shall provide notice to BFE Corp., a reasonable amount of time prior to closing, of such allocation.
Backstop Commitment. Pursuant to the terms and conditions of the Investment Agreement, Hemen Investments Limited has agreed to purchase any Creditor Equity Rights Offering Securities not subscribed for by the other Eligible Holders.
Backstop Commitment. Pursuant to the terms and conditions of the Investment Agreement, the Debt Commitment Parties have agreed to purchase any Debt Rights Offering Securities not subscribed for by the other Eligible Holders.
Backstop Commitment. Subject to the terms, conditions and limitations described herein, to provide assurance that the Rights Offering will be fully subscribed, the Backstop Parties severally and not jointly commit to purchase, in the respective percentages set forth on Exhibit B hereto (the “Commitment Percentages”), all of the additional shares of Series A Convertible Preferred Stock not sold to other Eligible Common Stockholders in the Rights Offering (the “Backstop Commitment”).
Backstop Commitment. The Unused Allowed Claims of the New Convertible Notes Class C Unsecured Creditors and the Unused Allowed Claims of the New Convertible Notes Class C Backstop Parties after application of the Unused Allocation Amount (including with respect to the New Convertible Notes Class C Backstop Commitment) shall receive their respective allocation of New Convertible Notes Class A, as provided in the Class 5a Treatment in the Approved Plan and as described in the New Convertible Notes Class A Term Sheet. The consideration provided by the New Convertible Notes Class C Backstop Parties for the Direct Allocation Amount and the consideration provided by the New Convertible Notes Class C Unsecured Creditors and the New Convertible Notes Class C Backstop Parties for the Unused Allocation Amount (including with respect to the New Convertible Note Class C Backstop Commitment) shall be comprised of US$0.921692 of new money for each $1 of Allowed Claims. Any funds with respect to the New Convertible Notes Class C Backstop Commitment shall be payable no earlier than five (5) Business Days prior to the Effective Date). Final Maturity December 31, 2121 Annual Interest Rate 0% Conversion Ratio The Conversion Ratio of New Convertible Notes Class C to New Convertible Notes Back-up Shares will be a ratio equal to 0.705506x2 at Plan Equity Value (the “New Convertible Notes Class C Conversion Ratio”); provided, however, that to the extent the Plan Equity Value is amended or otherwise changed, the Conversion Ratio with respect to the New Convertible Notes Class C will be correspondingly amended to maintain the same proportional value (relative to Plan Equity Value) attributable to the New Convertible Back-up Shares as implied by the foregoing Conversion Ratio. The New Convertible Notes Class C Conversion Ratio shall step down by 50% on the day that is sixty (60) days after the Effective Date. Conversion Drag Along Rights At such time as holders of an aggregate amount of New Convertible Notes Class C in excess of 50% have elected to convert their New Convertible Notes Class C, then all New Convertible Notes Class C shall mandatorily convert simultaneously. Securities Law Matters The New Convertible Notes Class C Preemptive Rights Offering will take place in the Chilean capital markets only and in accordance with applicable Chilean law. The offering of New Convertible Notes Class C pursuant to the New Convertible Notes Class C Preemptive Rights Offering will be exempt from registration w...
Backstop Commitment a. To the extent that the sum of the payments made to the Target on or prior to the Secondary Payment Date by LIBERO in respect of the Total Payment Amounts is less than the Secondary Payment Amount (a “Funding Amount Shortfall”), the Guarantor agrees to pay any Funding Amount Shortfall to LIBERO in exchange for a certain number of Bridgeburg Shares on the terms and conditions set forth in the New SPA(s).1
b. If LIBERO becomes aware that a Funding Amount Shortfall will occur, LIBERO shall deliver a written notice (the “Funding Notice”) no later than five Business Days (as defined below) prior to the Secondary Payment Date to the Guarantor in accordance with Section 5(a) setting forth (i) the applicable Funding Amount Shortfall and (ii) LIBERO’s wire instructions.
c. Within four Business Days of receipt of a Funding Notice, the Guarantor shall pay any Funding Amount Shortfall to LIBERO in exchange for a certain number of Bridgeburg Shares on the terms and conditions set forth in the New SPA(s) by wire transfer of immediately available funds to the account specified by LIBERO in the Funding Notice. For purposes of this Agreement, the term “Business Day” means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York, Amsterdam, the Netherlands, Gxxxxx Town, Cayman Islands and Barcelona, Spain are open for the general transaction of business.
Backstop Commitment. Pursuant to the terms and subject to the conditions of this Agreement, in connection with the Rights Offering, __________ hereby agrees to purchase a number of shares of Common Stock, at a price per share equal to the Subscription Price, having an aggregate dollar value equal to the Backstop Amount. As soon as reasonably practicable following the expiration date for receipt of subscriptions to the Rights Offering (the “Response Deadline”), the Company and the Subscription Agent shall determine the Backstop Amount and provide notice thereof to __________. __________ hereby agrees to tender the Backstop Amount to the Subscription Agent, within three (3) business days of receipt of notice of the Backstop Amount described above (“Subscription Deadline”), in accordance with the directions of the Subscription Agent, with such amounts to be applied to satisfy the commitment obligations set forth herein.
