Backstop Commitments Clause Samples
A Backstop Commitments clause defines the obligation of a party, often a financial institution or investor, to provide funding or purchase securities if other parties fail to do so. In practice, this clause is commonly used in rights offerings or capital raises, where the backstop party agrees to buy any unsubscribed shares to ensure the issuer receives the intended capital. Its core function is to guarantee the success of a financing transaction by mitigating the risk that insufficient investor participation will leave the issuer underfunded.
Backstop Commitments. In the Unsecured Exchange Transaction, in the event the Dutch Auction is conducted and the aggregate purchase price of all Tendered Notes is less than $100,000,000 (such shortfall, a “Dutch Auction Shortfall”), then on and subject to the terms and conditions of this Amended Agreement:
(a) Ascent shall provide written notice thereof to each Consenting Noteholder (with a copy to the Consenting Noteholder Advisors) as promptly as practicable (and in no event more than 3 Business Days) after expiration of the Dutch Auction, which notice shall set forth the amount of the Dutch Auction Shortfall, the Aggregate Backstop Amount and such Consenting Noteholder’s Backstop Amount;
(b) Each Consenting Noteholder hereby agrees, severally and not jointly, that a portion of the Notes that is tendered into the Unsecured Exchange, in an aggregate principal amount equal to its respective Backstop Amount (the “Backstop Notes”), shall automatically be deemed, for all purposes of this Amended Agreement, the Dutch Auction, and the Unsecured Exchange, to have been validly tendered by such Consenting Noteholder in the Dutch Auction (in lieu of having been tendered in the Unsecured Exchange) at a purchase price equal to $875 per $1,000 in principal amount of such Notes; provided, however, that such deemed tender shall not affect the calculation of the Dutch Auction Price or the payment thereof for any other Notes that are accepted and purchased by Ascent in the Dutch Auction; and
(c) Ascent and Monitronics hereby agree that each Consenting Noteholder’s Backstop Notes shall automatically be deemed, for all purposes of this Amended Agreement, the Dutch Auction and the Unsecured Exchange, to have been validly tendered into the Dutch Auction (in lieu of having been tendered in the Unsecured Exchange) by such Consenting Noteholder, at a purchase price equal to $875 per $1,000 in principal amount of such Notes, and Ascent shall accept and purchase all such Backstop Notes at such price and otherwise pursuant to and in accordance with the terms of the Dutch Auction at such price; provided, however, that such deemed tender shall not affect the calculation of the Dutch Auction Price or the payment thereof for any other Notes that are accepted and purchased by Ascent in the Dutch Auction. Nothing contained in this Section 8 shall in any way restrict or limit any Consenting Noteholder’s right or ability to otherwise participate in the Dutch Auction pursuant to the terms and conditions thereof,...
Backstop Commitments. Upon the terms and subject to the conditions hereof,
(i) Valaris shall conduct the Rights Offering and (ii) the Backstop Parties shall provide their respective Backstop Commitment, in each case pursuant to and in accordance with the Backstop Agreement.
Backstop Commitments. Certain members of the Noteholder Committee will fully backstop the Tranche A Exit Senior Unsecured Notes (the “Exit Backstop Parties”).
Backstop Commitments. In addition to its obligations under Section 1(a), on the terms and subject to the conditions hereof, each of the Investors, severally and not jointly, agrees to subscribe for and purchase, on the Closing Date, and the Company agrees to put to, sell and issue to such Investor, (i) shares of Rights Offering Common Stock, (ii) a number of Unsubscribed Shares equal to (x) such Investor’s Investor Percentage multiplied by (y) the aggregate number of Unsubscribed Shares, rounded among the Investors solely to avoid fractional shares as the Requisite Investors determine in their sole discretion, (iii) to the extent applicable, Rights Offering New Second Lien Loans and (iv) to the extent applicable, a principal amount of Unsubscribed New Second Lien Loans equal to such Investor’s Investor Percentage (the obligations of the Investors described in this Section 2(a) are referred to as the “Backstop Commitments” and the aggregate amount of Unsubscribed Shares issued to all Investors in accordance with their respective Backstop Commitments pursuant to this Agreement are referred to as the “Backstop Shares”, and the aggregate amount of Unsubscribed Loans issued to all Investors in accordance with their respective Backstop Commitments pursuant to this Agreement referred to as “Backstop New Second Lien Loan”).
Backstop Commitments. 12 Section 2.1 The Rights Offering .................................................................................. 12 Section 2.2 The Purchase Commitment and Backstop Commitment .......................... 12 Section 2.3 Commitment Party Default ....................................................................... 12 Section 2.4
Backstop Commitments. Backstop Party Aggregate Backstop Commitment Percentage Maximum Backstop Commitment Amount
Backstop Commitments. The Rights Offering 13 Section 2.2 The Subscription Commitment and Backstop Commitment 14 Section 2.3 Backstop Party Default 14 Section 2.4 Funding 15 Section 2.5 Closing 16 Section 2.6 No Transfer of Backstop Commitments 16 Section 2.7 Designation Rights 17 Section 2.8 Notification of Aggregate Principal Amount of Exercised Subscription Rights 17 Section 2.9 Rights Offering 17
Backstop Commitments. Section 2.1 The Rights Offering Section 2.2 The Purchase Commitment and Backstop Commitment Section 2.3
Backstop Commitments. Subject to the terms of the Backstop Commitment Agreement (as defined below), in connection with the Rights Offering, each Investor (as defined below) commits (such commitment, the “Backstop Commitment”) to purchase (on a several and not joint basis) the Rights Offering Shares (based on the Per Share Price) that are not purchased by the Second Lien Noteholders (as defined below) as part of the Rights Offering based initially on a percentage to be set forth in the Backstop Commitment Agreement, which percentage shall be based on the amount of Second Lien Notes (as defined below) held by such Investor relative to the aggregate amount of Second Lien Notes held by all Investors on the date the RSA is executed by the Investors (such percentage, the “Backstop Commitment Percentage”). The amount of each Investor’s Backstop Commitment may be adjusted in accordance with the terms herein.
Backstop Commitments. Backstop Party Applicable Percentage Represents Applicable Percentage of Backstop Party on the Record Date. Notes Commitment Percentage Represents Backstop Party’s pro rata share (i.e., relative to the other Backstop Parties) of total commitments hereunder by all Backstop Parties in connection with the Notes Offering. Magnetar Structured Credit Fund, LP 2.59% 27.69% Magnetar Longhorn Fund LP 0.40% 4.32% Magnetar Lake Credit Fund LLC 2.79% 29.78% Purpose Alternative Credit Fund – F LLC 2.61% 27.89% Purpose Alternative Credit Fund – T LLC 0.87% 9.32% AY2 Capital LLC 0.59% 1%1 Total: 9.86 %(1) 100 %