Backstop Fee. The Company agrees to issue the Backstop Fee to the Backstopper, or its designated Affiliate, on the Closing Date regardless of the number of shares of Convertible Preferred Stock that the Company caused to be purchased by the Backstopper. If the Closing has not occurred by the Commitment Outside Date, then the Backstop Fee shall be issued on the Commitment Outside Date unless (i) a Backstopper Default has occurred and has not been remedied; (ii) any of the conditions set forth in Section 7 hereof are not satisfied as of the Commitment Outside Date; or (iii) the Agreement has been terminated in accordance with Sections 8(a)(iii), 8(b)(B)(i) or 8(b)(B)(ii).
Backstop Fee. At the Closing, the Issuer hereby agrees to pay to the Purchasers an amount equal to $1,000,000 (the “Backstop Fee”), which Backstop Fee shall be deducted from the Purchase Price delivered to the Issuer at Closing and may be treated as original issue discount at the Purchaser’s election.
Backstop Fee. To the Administrative Agent, for the account of the Backstop Party, a backstop fee (the “Backstop Fee”), payable in cash, in an amount equal to 2.675% of the aggregate Applicable Percentage (as defined in and determined under the Prepetition First Lien Credit Agreement) of all Prepetition First Lien Lenders other than the Backstop Party as of the Closing Date (prior to giving effect to this Agreement) multiplied by the aggregate NM Commitment of the Backstop Party on the Closing Date, such fee to be earned, due and payable on the Closing Date.
Backstop Fee. The Borrower agrees to pay to each Backstop Lender a non-refundable closing fee (the “Backstop Fee”) in an aggregate amount equal to its pro rata share (based on such Backstop Lender’s percentage commitment of the Commitment Amount on the Closing Date) of 7.50% of the new common stock to be issued by the Borrower or its re-organized or successor company upon its emergence from the Bankruptcy Case in accordance with the Plan (as defined in the RSA), which Backstop Fee shall be fully earned on the entry of the Interim Order and due and payable on the effective date of the Plan (as defined in the RSA); provided, however, that in the event the RSA is terminated, such Backstop Fee shall be payable in cash when the principal amounts outstanding under the DIP Facility come due, in an amount equal to 7.50% of the Maximum Facility Amount; provided, further, that to the extent the Third Borrowing Funding Availability Date does not occur and the Backstop Fee is paid in cash, “Maximum Facility Amount” shall be deemed to exclude the additional commitment amounts that would have otherwise been available had the Third Borrowing Funding Availability Date occurred. Notwithstanding anything in this Section 2.25(c) to contrary, it is acknowledged and agreed that to the extent that the Backstop Fee is paid through the issuance of new common stock pursuant to the Plan (as defined in the RSA), such issuance of common stock shall not dilute any common stock issued by the Borrower or its reorganized or successor company pursuant to (i) any management incentive plan approved by the Bankruptcy Court in the Bankruptcy Cases, or (ii) the Plan (as defined in the RSA) to current holders of the Borrower’s Capital Stock.
Backstop Fee. (a) Within three (3) days of the approval by the Board of Directors of Alloy of the Spinoff, Alloy shall pay to MLF a non-refundable commitment fee of $50,000 by wire transfer of immediately available funds to the account identified in writing to Alloy.
(b) If the Rights Offering is effected, MLF shall be entitled to receive at the Closing a non-refundable fee upon the consummation of the Rights Offering and MLF’s purchase of the Backstop Amount at the Exercise Price of ten-year warrants to purchase, at the Exercise Price, that number of shares of Common Stock that is equal to .08 multiplied by the number of shares of Common Stock issued pursuant to the Rights Offering. Such warrants shall be in substantially the form attached hereto as Exhibit A, with such changes thereto to which Alloy, the Company and MLF may mutually agree, and shall be issued at the Closing or as soon thereafter as reasonably practical.
Backstop Fee. In exchange and consideration for the Guarantor’s Backstop Commitment, Sponsor shall transfer 1,000,000 Sponsor Warrants to the Guarantor and 1,000,000 Sponsor Warrants to PRIMARY metaverse d.o.o., Trg žrtava fašizma 1, Zagreb, Croatia, Company ID number 70639041012 upon and immediately following the Closing (as such term is defined in the BCA) pursuant to two respective warrant transfer agreements. For purposes hereof, the term “
Backstop Fee. If the Rights Offering is effected, MLF shall be entitled to receive a non-refundable fee upon the consummation of the Rights Offering of ten-year warrants to purchase a number of shares of xXXxX*s Common Stock equal to 8% multiplied by the number of shares of xXXxX*s Common Stock to be issued pursuant to the Rights Offering at the Subscription Price, and xXXxX*s shall deliver such warrants to MLF as and when required pursuant to the provisions of the Backstop Agreement.
Backstop Fee. 7.5% backstop fee on entire $150 million DIP Facility and payable “in kind”, to be added to the principal amount of the DIP Facility and fully earned for the benefit of the Backstop Parties upon entry of the Interim DIP Order. The Parties intend that, for U.S. federal income tax purposes, the Backstop Fee shall be treated as put option premium, unless otherwise agreed by the Parties. d)
Backstop Fee. Each Purchaser executing this Agreement on the date hereof (each, a “Backstop Party” and collectively, the “Backstop Parties”) shall have received a backstop fee in an amount equal to 3.50% of such Purchaser’s Commitment payable in cash on the date the Interim DIP Order is entered by the Bankruptcy Court. Each Purchaser is authorized to net fund the purchase price to be paid by such Purchaser under its Note on such date in order to effectuate the payment of such fees.
Backstop Fee. On the Backstop Funding Date, the Company agrees to pay to each Backstop Party, as consideration for entering into this Agreement and committing to provide its respective Backstop Commitment, a fee equal to its ratable share (based on such Backstop Party’s Backstop Commitment Percentage) of the Backstop Fee Percentage of the aggregate principal amount of New First Lien Notes issued, which is expected to be $580,000,000 (the “Backstop Fee”). Such Backstop Party’s Backstop Fee will be netted against the amount that such Backstop Party is required to pay in cash to purchase New First Lien Notes pursuant to the Concurrent Notes Offering or such Backstop Party’s Backstop Commitment.
