Backstop Escrow Account Funding. No later than the Funding Deadline, each Backstop Party shall deliver and pay its Funding Amount by wire transfer in immediately available funds in U.S. dollars into the Backstop Escrow Account in satisfaction of such Backstop Party’s Backstop Commitment. The Backstop Escrow Account shall be established with an escrow agent reasonably acceptable to the Backstop Parties and the Company pursuant to an escrow agreement (the “Escrow Agreement”) in form and substance reasonably acceptable to the Required Backstop Parties and the Company. The funds held in the Backstop Escrow Account shall be released, and each Backstop Party shall receive from the Backstop Escrow Account the cash amount actually funded to the Backstop Escrow Account by such Backstop Party promptly following (i) the termination of this Agreement in accordance with its terms and (ii) the Outside Date if, by such date, the Closing Date has not occurred.
Backstop Escrow Account Funding. No later than the second (2nd) Business Day following receipt of the Funding Notice (such date, the “Backstop Escrow Funding Date”), each Backstop Party shall deliver and pay the aggregate Purchase Price for such Backstop Party’s Backstop Commitment Percentage of the Unsubscribed Securities and Holdback Commitment Percentage of Holdback Securities by wire transfer in immediately available funds in U.S. dollars into the Backstop Escrow Account in satisfaction of such Backstop Party’s Backstop Commitment and/or Holdback Commitment, as applicable. The Backstop Escrow Account shall be established with an escrow agent satisfactory to the Requisite Backstop Parties and the Company and the Issuer (as relevant) pursuant to an escrow agreement in form and substance reasonably satisfactory to the Requisite Backstop Parties and the Company and the Issuer (as relevant). The funds held in the Backstop Escrow Account shall be distributed to the Debtors and Issuer (if relevant) at the Closing, or returned to each Backstop Party upon the termination of this Agreement, in each case, inclusive of any interest accrued thereon.
Backstop Escrow Account Funding. 16 Section 2.5 Closing...........................................................................................17
Backstop Escrow Account Funding. No later than the second (2nd) Business Day following receipt of the Funding Notice (such date, the “Backstop Escrow Funding Date”), each Backstop Party shall deliver and pay the aggregate Purchase Price for such Backstop Party’s Backstop Shares by wire transfer in immediately available funds in U.S. dollars into the Backstop Escrow Account in satisfaction of such Backstop Party’s Backstop Commitment. The Backstop Escrow Account shall be established with an escrow agent satisfactory to the Requisite Backstop Parties and the Company (which shall be Prime Clerk LLC unless the parties agree otherwise) pursuant to an escrow agreement in form and substance satisfactory to the Requisite Backstop Parties and the Company. The funds held in the Backstop Escrow Account shall be released to the Backstop Parties, and each Backstop Party shall receive from the Backstop Escrow Account the cash amount actually funded to the Backstop Escrow Account by such Backstop Party, plus any interest accrued thereon, promptly following the earlier to occur of (i) termination of this Commitment Agreement in accordance with its terms and (ii) the Outside Date, if the Closing has not occurred on or before such date.
Backstop Escrow Account Funding. On or prior to the date that is three (3) Business Days prior to the Effective Date, (such date, the “Backstop Escrow Funding Date”), each Backstop Party shall deliver and pay the aggregate Subscription Price for such Backstop Party’s Rights Offering Securities and for such Backstop Party’s Backstop Commitment Percentage of the Unsubscribed Securities and of the Holdback Securities by wire transfer in immediately available funds in U.S. dollars into the Backstop Escrow Account in satisfaction of such Backstop Party’s Backstop Commitment. The Backstop Escrow Account shall be established with an escrow agent satisfactory to the Requisite Backstop Parties and the Company pursuant to an escrow agreement in form and substance reasonably satisfactory to the Requisite Backstop Parties and the Company. If this Agreement is terminated in accordance with its terms for any reason, the funds held in the Backstop Escrow Account shall be released to each Backstop Party such that each Backstop Party shall receive from the Backstop Escrow Account the cash amount actually funded to the Backstop Escrow Account by such Backstop Party, without interest, no later than three (3) Business Days following such termination.
Backstop Escrow Account Funding. No later than the second (2nd) Business Day following receipt of the Initial Funding Notice (such date, the “Backstop Escrow Funding Date”), each Backstop Party shall deliver and pay the aggregate Purchase
Backstop Escrow Account Funding. (i) The Backstop Escrow Account shall be established at a location, and with an escrow agent, acceptable to the Requisite Backstop Parties and the Company (the “Escrow Agent”) pursuant to an escrow agreement in form and substance acceptable to the Requisite Backstop Parties and the Company (the “Escrow Agreement”). At least one (1) Business Day prior to the Closing (such Business Day, the “Escrow Funding Date”), each Backstop Party shall individually pay by wire transfer in immediately available funds in dollars into the Backstop Escrow Account in satisfaction of such Backstop Party’s Aggregate Purchase Price (the “Payment Amount”). At Closing, in accordance with the terms hereof (including satisfaction or waiver of all conditions precedent in accordance with Article VII), the Parties shall provide joint written instructions to the Escrow Agent to apply such amounts in the Backstop Escrow Account in satisfaction of the Aggregate Purchase Price for all New Convertible Notes Class B and all ERO New Common Stock as provided in Section 2.5(b) of this Agreement and the Escrow Agreement.
Backstop Escrow Account Funding. (i) The Backstop Escrow Account shall be established at a location, and with an escrow agent, acceptable to the Requisite Backstop Parties and the Company (the “Escrow Agent”) pursuant to an escrow agreement in form and substance acceptable to the Requisite Backstop Parties and the Company (the “Escrow Agreement”). At least one (1) Business Day prior to the Closing (such Business Day, the “Escrow Funding Date”), the cash portion of each Backstop Party’s Aggregate Purchase Price shall be deposited into the Backstop Escrow Account as follows: (w) on the Escrow Funding Date, the Backstop Parties shall fund into the Backstop Escrow Account (by wire transfer in immediately available funds in U.S. dollars, pro rata based on each Backstop Party’s Aggregate Purchase Price) an aggregate amount of cash equal to $1 billion (the “Deposit”);
Backstop Escrow Account Funding. 16 Section 2.05. Closing 16 Section 2.06. Designation and Assignment Rights 17 PUT OPTION PREMIUM AND EXPENSE REIMBURSEMENT Section 3.01. Fees Payable by the Company 18 Section 3.02. Payment of Fees 18 Section 3.03. Expense Reimbursement 19 ARTICLE 4
Backstop Escrow Account Funding
