Backstop Notice. On the date by which Trebia Shareholder Redemptions are required to be made in accordance with the Company’s memorandum and articles of association, as they may be amended from time to time (the “Memorandum and Articles”) (which date is two (2) Business Days prior to the date of the Special Meeting, as such term is defined in the Business Combination Agreement), to the extent the Trebia Shareholder Redemptions are greater than zero (0), the Company shall deliver a written notice (the “Backstop Notice”) to the Purchaser setting forth:
(i) the total number of shares of Trebia Class A Common Stock subject to the Trebia Shareholder Redemptions;
(ii) subject to the limitations set forth in Section 1(a), the total number of shares of Trebia Class A Common Stock (or successor security thereto) the Company is requiring the Purchaser to subscribe for in accordance with Section 2(a) of this Agreement (subject to the Backstop Limit), (the “Subscription Amount”);
(iii) the resulting BPS Purchase Price (as calculated in accordance with Section 2(a)(i)), which amount shall in no event be greater than the Backstop Limit; and
(iv) the Company’s wire instructions. Notwithstanding the forgoing, the “Subscription Amount” shall not include any shares of Trebia Class A Common Stock subject to the Trebia Shareholder Redemptions that have been subsequently withdrawn in accordance with the Company’s Memorandum and Articles and applicable Law. A Backstop Notice cannot be made and the Company shall not be permitted to deliver a Backstop Notice or cause the Purchaser to acquire any Backstop Purchase Shares to the extent the Company has a Subscription Amount equal to zero (0). Only one (1) Backstop Notice may be delivered hereunder.
Backstop Notice. The Company shall determine the aggregate amount of Remaining Shares and Purchase Price, if any, set forth in the Backstop Notice in good faith, and shall direct the Subscription Agent to provide such written backup relating to the calculation thereof as the Backstop Parties may reasonably request.
Backstop Notice. The Backstop Parties shall have received the Backstop Notice in accordance with the terms of this Agreement.
Backstop Notice. On or before the fifth (5th) Business Day after the Offering Deadline, the Subscription Agent on behalf of the Company shall notify each Backstop Party in writing (the “Backstop Notice”) as to: (a) the Remaining Shares; (b) its consequent Backstop Obligation; (c) the aggregate amount payable on the Effective Date with respect to such Backstop Party’s Subscription Amount and Backstop Obligation (collectively, the “Funding Amount”); and (d) the account information (including wiring instructions) for the account to which such Backstop Party shall deliver and pay the Funding Amount, which account may be an escrow account and the Funding Amount (the “Subscription Account”).
Backstop Notice. On the Business Day following the date by which the Acquiror Shareholder Redemption is required to be made in accordance with CTAC’s Articles of Association (which date is two (2) Business Days prior to the date of the Special Meeting), in the event and only to the extent of any Closing Cash Shortfall, the Company may, at its option and in its sole discretion, deliver a written notice (the “Backstop Notice”) to the Purchaser setting forth:
(i) the Available Closing Acquiror Cash;
(ii) the Closing Cash Shortfall;
(iii) the Backstop Purchase Amount (as defined below); and
(iv) the Company’s wire instructions.
Backstop Notice. The Company shall reduce all of the proposed terms (including, without limitation, the number and description of any new securities proposed to be issued and the proposed purchase price per share) of the PIPE Financing extended to any Co-Investor to writing and shall promptly notify the Investor of all such terms in advance of the Board Approvals (as defined below) (each such notice, a “Backstop Notice”). If multiple Backstop Notices are delivered to the Investor that describe alternative market terms, then the Investor shall have the right to elect which set of agreed upon terms presented in any one Backstop Notice it wishes to invest under for the PIPE Financing.
Backstop Notice. On the date by which GS Stockholder Redemptions are required to be made in accordance with the Company’s certificate of incorporation, as it may be amended from time to time (the “Certificate of Incorporation”) (which date is two (2) Business Days prior to the date of the SPAC Special Meeting), if and only to the extent that the GS Stockholder Redemptions are of such an amount that they would cause the Cash Shortfall (as such term is defined in the Business Combination Agreement) to be a positive value (i.e. greater than $0 (zero dollars), calculated without including the Backstop Amount (as such term is defined in the Business Combination Agreement) in Available Closing Cash (as such term is defined in the Business Combination Agreement) (the “Threshold GS Redemptions Amount”), the Company shall deliver a written notice (the “Backstop Notice”) to the Purchaser setting forth:
(i) the total number of shares of Existing SPAC Common Stock subject to the GS Stockholder Redemptions,
(ii) the Subscription Amount (as defined below),
(iii) the resulting BPS Purchase Price (as defined below) (as calculated in accordance with Section 2(a)(i)), which amount, for the avoidance of doubt, shall in no event be greater than the Backstop Limit; and
(iv) the Company’s wire instructions.
Backstop Notice. On or before the second Business Day prior to the Closing Date, Footprint shall (with the Company’s collaboration) deliver a written notice (with a copy to the Company) (the “Backstop Notice”) to the Purchaser setting forth:
(i) the number of Backstop Shares that the Purchaser shall be required to purchase and the Purchase Price (as defined below) (as calculated in accordance with Section 2(a)(i)), which amount, for the avoidance of doubt, shall in no event be less than $100,000,000.00 or greater than $250,000,000.00;
(ii) the Company’s wire instructions; and
(iii) the anticipated Closing Date.
Backstop Notice. On or before the fifth (5th) Business Day after the Offering Deadline, the Subscription Agent on behalf of the Company shall notify each Backstop Party in writing (the “Backstop Notice”) as to: (a) the Remaining Shares; (b) its consequent Backstop Obligation; (c) the aggregate amount payable on the Subscription Funding Date with respect to such Backstop Party’s Subscription Amount and Backstop Obligation (collectively, the “Funding Amount”); and (d) the account information (including wiring instructions) for the account to which such Backstop Party shall deliver and pay the Funding Amount (which account shall be a segregated account of the Subscription Agent who will hold the Funding Amounts for the benefit of the Backstop Parties until paid to the Company as contemplated by Section 2.2.2(b) (such account, the “Subscription Account”).
Backstop Notice. On the Closing Date, as soon as practicable following the Calculation Time, Svac shall deliver a written notice (the “Backstop Notice”) to the Purchaser, with copies to PFW and its counsel at the instructions set forth in Section 9(a), setting forth:
(i) the amount of the Available Svac Cash and, if any, of the Minimum Cash Shortfall, including the following information:
(A) the balance remaining in the Svac Trust Account as of the Calculation Time, giving effect to the redemptions of Svac Shares (and which redemptions were not subsequently withdrawn) by the Svac shareholders at the Svac EGM;
(B) the total amount of financing committed as set forth on Schedule I; and
(C) the amount of all other Available Svac Cash pursuant to the BCA at the Calculation Time.
(ii) the Backstop Subscription Share Amount as calculated in accordance with Section 2(a) (subject to the Backstop Limit), being the total number of shares of Svac Shares (or successor security thereto) that the Purchaser is required to subscribe for pursuant to this Agreement.
