Backstop Premium Sample Clauses

Backstop Premium. Section 3.1(a) of the BCA shall be amended and restated as follows: (a) As consideration for the Backstop Commitment and the other agreements of the Initial Backstop Parties and RCF Lender Backstop Parties in this Agreement: (i) the Debtors shall pay or cause to be paid to the Initial Backstop Parties (and any Replacing Backstop Party and/or Cover Purchaser with respect to any Initial Backstop Party, as applicable) a backstop premium paid in the form of New Secured Notes (in addition to the New Secured Notes offered in the Rights Offering) equal to 9.757% (i.e., $48,786,000 in principal amount) of the New Secured Notes allocated among such Initial Backstop Parties pro rata based on the Initial Backstop Parties’ Backstop Commitment Percentage as of August 18, 2020. (ii) the Debtors shall pay or cause to be paid to the RCF Lender Backstop Parties (and any Replacing Backstop Party and/or Cover Purchaser with respect to any RCF Lender Backstop Party, as applicable) a backstop premium (together with the backstop premium paid pursuant to Section 3.1(a)(i), the “Backstop Premium”), paid in the form of New Secured Notes (in addition to the New Secured Notes offered in the Rights Offering) equal to 0.243% (i.e., $1,214,000 in principal amount) of the New Secured Notes, allocated among such RCF Lender Backstop Parties pro rata based on the RCF Lender Backstop Parties’ Backstop Commitment Percentage. (iii) For the avoidance of doubt, Additional Backstop Parties that are not RCF Lender Backstop Parties shall not receive any portion of the Backstop Premium or the Extension Fee (if any), and no Additional Backstop Party (including any RCF Lender Backstop Party) shall receive any portion of the Commitment Fee (as defined below).
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Backstop Premium. On the Closing Date, the Borrower shall pay (or cause to be paid) to the Administrative Agent, for the account of each Lender as of the Closing Date, a backstop premium in cash equal to 8.50% of the aggregate Term Commitments then in effect, to be allocated to each Lender on a pro rata basis based on the aggregate principal amount of such Lender’s Term Commitments as in effect on the Closing Date. The backstop premium represents compensation for the commitment of each Lender’s Delayed Draw Term Commitment and is intended to be treated as put premium with respect to such Delayed Draw Term Commitment for U.S. federal income tax purposes.
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Backstop Premium. The Company shall pay to the Investors an aggregate number of shares of Common Stock having an aggregate value of $305,000,000, which shares shall be issued by the Company in accordance with Section 4.2, to the Investors in the proportions set forth in Schedule 1 to compensate the Investors for their Backstop Commitment (the “Backstop Premium”).
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Backstop Premium. On the Closing Date, the Company agrees to pay (i) to the Co-Administrative Agents, for the account of (A) the DIP Fronting Creditor, a backstop premium in an amount equal to 3.00% of the aggregate amount of each Commitment Party’s (other than the Specified Initial DIP Creditors’) commitments with respect to Loans under the DIP Commitment Letter as of the date of the DIP Commitment Letter and (B) the Specified Initial DIP Creditors, a backstop premium in an amount equal to 3.00% of the aggregate amount of the Specified Initial DIP Creditors’ commitments with respect to Loans under the DIP Commitment Letter as of the date of the DIP Commitment Letter and (ii) to the Co-Administrative Agents, for the account of each DIP Notes Creditor a backstop premium in an amount equal to 3.00% of the aggregate amount of each Commitment Party’s commitments with respect to Notes under the DIP Commitment Letter as of the date of the DIP Commitment Letter (collectively, the “Backstop Premium”), which shall be fully earned as of the date of the DIP Commitment Letter and which shall be payable in cash on the Closing Date, subject to the entry of the Interim Order.
Sample 1
Backstop Premium. In consideration of the Backstop Party backstopping the offering of New Money Notes, it will receive a number of SVS equal to 5.1% of the Outstanding Shares (or at the option of the Backstop Party in consultation with the Company, non-voting shares of a direct Restricted Subsidiary of the Company that (i) in the event the Backstop Party sells the shares to an unrelated person, subject to obtaining any required regulatory approvals, will automatically be exchanged for an equivalent number of SVS equal to 5.1% of the Outstanding Shares and (ii) will, subject to obtaining any required regulatory approvals, be exchanged for an equivalent number of SVS equal to 5.1% of the Outstanding Shares) (the “New Money Shares” and, together with the New Exchange Shares, the “New Shares”) at Closing. Lock Up • Lock-Up: 50% of the New Shares shall be subject to a lock-up until six months following Closing.2
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Backstop Premium. The Affinion Parties shall have paid to the Backstop Provider the Backstop Premium as set forth in Section 2.3(c);
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Backstop Premium. Each of the Ad Hoc Guaranteed Group Backstop Parties shall receive a backstop premium (the “Ad Hoc Guaranteed Group Backstop Premium”), paid-in-kind, of (i) Second Lien Notes equal to 8% of the Guaranteed Notes Allocation multiplied by such Backstop Party’s Backstop Commitment Percentage, and (ii) New Shares equal to 8% of the total amount of Participation Equity issued in respect of the Guaranteed Notes Allocation multiplied by such Backstop Party’s Backstop Commitment Percentage (subject to dilution by the Warrants and the MIP).
Sample 1
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Backstop Premium. 6.00% of the principal amount of the aggregate commitments under the New Money DIP Term Loan Facility, earned on the date of the DIP Commitment Letter and, at the Borrower’s election, may be payable in cash on the Closing Date or payable in kind. Upfront Fee: 2.00% of the aggregate principal amount of New Money DIP Term Loans; paid in cash upon each Borrowing. Exit Fee: 2.00% of the aggregate principal amount of the New Money DIP Term Loans prepaid or repaid, payable in cash upon any such prepayment or repayment of principal amount of the New Money DIP Term Loans, whether through optional prepayments, mandatory prepayments, at maturity, upon acceleration or otherwise to any DIP Term Loan Lender on the date thereof (pro rata in accordance with the outstanding principal amount of the commitments and loans under the DIP Term Loan Facility held by such DIP Term Loan Lender on the date thereof). An estimated amount of the Exit Fee shall be escrowed on the Closing Date, and used from time to time to pay the Exit Fee when due.
Sample 1

Related to Backstop Premium

  • Prepayment Premium Borrower will be required to pay a prepayment premium in connection with certain prepayments of the Indebtedness, including a payment made after Lender’s exercise of any right of acceleration of the Indebtedness, as provided in the Note.

  • Shift Premium Full-Time and Part-Time Employees shall be paid a shift premium of one dollar ($1.00) per hour for all hours worked where the majority of their scheduled hours fall between 1500 and 0700 hours.

  • Post-Closing Payments (a) Should Grantor receive any amount arising from, or attributed to, the Grantor Interest (including without limitation amounts related to a Settlement Request) then Grantor shall promptly deliver to Participant an amount equal to such amount less: (i) any taxes, duties or other amounts required to be paid or withheld by Grantor with respect to those amounts (including without limitation any stamp duty or tax payable with respect to the sale, transfer or other disposition of such securities or other cash or non-cash distributions and any other fees or expenses (including legal fees) paid, payable, reimbursed or reimbursable by Grantor or Administrator in connection with the sale, transfer or other disposition of such securities or other cash or non-cash distributions); and (ii) any amounts owed by Participant to Grantor or Administrator as of the relevant time ((i) and (ii) together, the “Fees and Expenses”), to Participant pursuant to the wire instructions provided by Participant (which instructions must be with respect to a bank account opened in the name of Participant and must be provided at least five (5) Business Days prior to the date of wiring). (b) Upon receipt by Grantor of any securities or any other non-cash distributions with respect to the Grantor Interest (including the receipt of ADSs pursuant to a Settlement Request): (i) in the case of ADSs received pursuant to a Cash Settlement Request or an ADS Settlement Request where Grantor has elected pursuant to Section 5(b)(ii) to fulfill such ADS Settlement Request in cash, Grantor shall use commercially reasonable efforts to sell such ADSs to any person whatsoever at Participant’s expense, in accordance with the provisions of Section 5(b) and distribute the resulting cash to Participant in accordance with Section 6(a); (ii) in the case of ADSs received pursuant to an ADS Settlement Request other than cases in which Grantor has elected pursuant to Section 5(b)(ii) to fulfill such ADS Settlement Request in cash (or where any Settlement Request cannot be fulfilled in cash), Grantor shall use commercially reasonable efforts to transfer such ADSs (net of the In-Kind Fees and Expenses) to Participant at Participant’s expense, in accordance with the provisions of Section 5(b). “In-Kind Fees and Expenses” means such portion of securities or any other non-cash distributions received by Grantor with respect to the Grantor Interest the value of which is equal to the Fees and Expenses due as of the relevant date. In the case of ADSs, the value of such ADSs shall be calculated by Administrator based on the VWAP Price and in the case of other securities or other non-cash distributions, shall be calculated by Administrator on such basis as it reasonably determines. “VWAP Price” means the value obtained by dividing (A) the aggregate turnover of trading in the ADSs during the five (5) Trading Days immediately before the date Grantor receives the relevant distribution (the “VWAP Period”) by (B) the aggregate trading volume of the ADSs during the VWAP Period provided that if the VWAP Price cannot be calculated in accordance with the preceding formula the VWAP Price shall be determined by Administrator on such basis as it reasonably determines. “Trading Day” means any day on which the ADSs are traded on The NASDAQ Global Market.

  • Reimbursement Premium (a) If the Company writes Covered Policies before June 1 of the Contract Year, the Company shall pay the FHCF its Reimbursement Premium in installments due on or before August 1, October 1, and December 1 of the Contract Year in amounts to be determined by the FHCF. However, if the Company’s Reimbursement Premium for the prior Contract Year was less than $5,000, the Company’s full provisional Reimbursement Premium, in an amount equal to the Reimbursement Premium paid in the prior year, shall be due in full on or before August 1 of the Contract Year. the Company will be invoiced for amounts due, if any, beyond the provisional Reimbursement Premium payment, on or before December 1 of the Contract Year. (b) If the Company is under administrative supervision, or if any control or oversight of the Company has been transferred through any legal or regulatory action to a state regulator or court appointed receiver or rehabilitator (referred to in the aggregate as “state action”): 1. The full annual provisional Reimbursement Premium as billed and any outstanding balances will be due and payable on August 1, or the date that such State action occurs after August 1 of the Contract Year. 2. Failure by such Company to pay the full annual provisional Reimbursement Premium as specified in subparagraph 1. by the applicable due date shall result in the 45% Coverage Level being deemed for the complete Contract Year regardless of the level selected for the Company through the execution of this Contract and regardless of whether a Covered Event occurred or triggered coverage. 3. Subparagraphs 1. and 2. do not apply if the state regulator, receiver, or rehabilitator provides a letter of assurance to the FHCF stating that the Company will have the resources and will pay the full Reimbursement Premium for the Coverage Level selected through the execution of this Contract. 4. When control or oversight has been transferred, in whole or in part, through a legal or regulatory action, the controlling management of the Company shall specify by August 1 or as soon thereafter as possible (but not to exceed two weeks after any regulatory or legal action) in a letter to the FHCF as to the Company’s intentions to either pay the full FHCF Reimbursement Premium as specified in subparagraph 1., to default to the 45% Coverage Level being deemed as specified in subparagraph 2., or to provide the assurances as specified in subparagraph 3. (c) A New Participant that first begins writing Covered Policies on or after June 1 but prior to December 1 of the Contract Year shall pay the FHCF a provisional Reimbursement Premium of $1,000 no later than 30 days from the date the New Participant began writing Covered Policies. The Administrator shall calculate the Company's actual Reimbursement Premium for the period based on its actual exposure as of November 30 of the Contract Year, as reported on or before February 1 of the Contract Year. To recognize that New Participants have limited exposure during this period, the actual Reimbursement Premium as determined by processing the Company's exposure data shall then be divided in half, the provisional Reimbursement Premium shall be credited, and the resulting amount shall be the total Reimbursement Premium due for the Company for the remainder of the Contract Year. However, if that amount is less than $1,000, then the Company shall pay $1,000. The Reimbursement Premium payment is due no later than April 1 of the Contract Year. The Company’s Retention and coverage will be determined based on the total Reimbursement Premium due as calculated above. (d) A New Participant that first begins writing Covered Policies on or after December 1 through and including May 31 of the Contract Year shall pay the FHCF a Reimbursement Premium of $1,000 no later than 30 days from the date the New Participant began writing Covered Policies. (e) The requirement that the Reimbursement Premium is due on a certain date means that the Reimbursement Premium shall be remitted by wire transfer or ACH and shall have been credited to the FHCF’s account, as set out on the invoice sent to the Company, on the due date applicable to the particular installment. (f) Except as required by Section 215.555(7)(c), Florida Statutes, or as described in the following sentence, Reimbursement Premiums, together with earnings thereon, received in a given Contract Year will be used only to pay for Losses attributable to Covered Events occurring in that Contract Year or for Losses attributable to Covered Events in subsequent Contract Years and will not be used to pay for past Losses or for debt service on post-event revenue bonds issued pursuant to Section 215.555(6)(a)1., Florida Statutes. Reimbursement Premiums and earnings thereon may be used for payments relating to such revenue bonds in the event emergency assessments are insufficient. If Reimbursement Premiums or earnings thereon are used for debt service on post- event revenue bonds, then the amount of the Reimbursement Premiums or earnings thereon so used shall be returned, without interest, to the Fund when emergency assessments or other legally available funds remain available after making payment relating to the post-event revenue bonds and any other purposes for which emergency assessments were levied.

  • Night Shift Premium All hours worked by an employee between ten (10:00) p.m. and seven (7:00) a.m. shall be considered as shift work and paid for at the applicable straight time/overtime rate plus two ($2.00) dollars per hour shift premium for each full hour worked during this period. Night-shift premium shall not be added to the employee’s hourly rate of pay for the purpose of computing overtime pay.

  • Aggregate Principal Amount The aggregate principal amount of the Senior Notes that may be authenticated and delivered under this First Supplemental Indenture shall be unlimited; provided that the Obligor complies with the provisions of this First Supplemental Indenture.

  • Bidding Amount 8.1. The Auctioneer shall have discretion to determine the increase of bidding rate based on the total number of Registered E-Bidders and value of the property auctioned. 8.2. In the event there is only one Registered E-Bidders during the auction, the public auction will begin at the property's reserve price while if there are more than one Registered E-Bidders, the public auction will begin at the increment rate which to be determined.

  • Loan Amount 5. ACCOUNT NAME(S) ............................................................................................................................................................................. BANK NAME / BRANCH ..................................................................................................................................................................

  • MANDATORY SUBJECTS 28.1 The Employer shall satisfy its collective bargaining obligation before changing a matter that is a mandatory subject. The Employer will notify the union staff representative in writing, with a copy to the Executive Director of the Union, of these changes. The Union may request discussions about and/or negotiations on the impact of these changes on employee's working conditions. The Union will notify the Vice President of Labor Relations of any demands to bargain. In the event the Union does not request discussions and/or negotiations within thirty (30) calendar days, the Employer may implement the changes without further discussions and/or negotiations. There may be emergency or mandated conditions that are outside of the Employer’s control requiring immediate implementation, in which case the Employer shall notify the Union as soon as possible. 28.2 Prior to making any change in written agency policy that is a mandatory subject of bargaining; the Employer shall notify the Union and satisfy its collective bargaining obligations per Article 28. 28.3 The parties shall agree to the location and time for the discussions and/or negotiations. Each party is responsible for choosing its own representatives for these activities. The Union will provide the Employer with the names of its employee representatives at least seven (7) calendar days in advance of the meeting date unless the meeting is scheduled sooner, in which case the Union will notify the Employer as soon as possible.

  • Over-Allowance Amount On the Cost Proposal Delivery Date and, in any event, prior to the commencement of the construction of the Tenant Improvements, Tenant shall deliver to Landlord cash in an amount (the “Over-Allowance Amount”) equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Tenant Improvement Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date). The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance. If, after the Cost Proposal Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant Improvements as a result of requests made by Tenant or as otherwise specified in Section 5.01(h) below, any additional costs which arise in connection with such revisions, changes or substitutions shall be paid by Tenant to Landlord immediately upon Landlord’s request as an addition to the Over-Allowance Amount and, in any event, prior to the commencement of the construction of the revisions, changes or substitutions. Promptly following completion of construction of the Tenant Improvements and payment of all costs incurred in connection therewith, Landlord shall prepare and deliver to Tenant a reasonably detailed reconciliation of (i) the total cost of the Tenant Improvements, including all Tenant Improvement Allowance Items, and (ii) the total amount of the Tenant Improvement Allowance and the Over-Allowance Amount payments previously made by Tenant pursuant to the foregoing provisions of this Section. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements exceeds the amount of the Tenant Improvement Allowance plus all Over-Allowance Amount previously paid by Tenant, Tenant shall pay the amount of such shortfall to Landlord within thirty (30) days after receipt of such reconciliation. To the extent that such reconciliation discloses that the total costs of the Tenant Improvements is less than the amount of the Tenant Improvement Allowance plus all Over-Allowance Amounts previously paid by Tenant, Landlord shall pay the amount of such overage to Tenant at the time that Landlord delivers such reconciliation to Tenant.

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