Backstop Premium Sample Clauses

Backstop Premium. Section 3.1(a) of the BCA shall be amended and restated as follows:
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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. 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. 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”).
Sample 1
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
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
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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Related to Backstop Premium

  • Backstop Commitment To provide assurance that the DIP Facility and the Exit Facility shall be available on the terms and conditions set forth herein, in the Form DIP Credit Agreement and the Exit Facility Term Sheet, as applicable, each Backstop Commitment Party is pleased to advise Ascena Topco of its several and not joint commitment (the “Backstop Commitment”) to provide, itself or through one or more funds managed by such Backstop Commitment Party, the amount of the DIP Loans and Exit Term Loans, each as set forth on Schedule 1 hereto (as updated from time to time prior to the date that is two business days prior to the Effective Date) on the terms set forth in the Backstop Commitment Letter, subject solely to the conditions set forth in the sections of Article IV of the Form DIP Credit Agreement and the “Conditions to Borrowing” set forth in the Exit Facility Term Sheet that are applicable to the relevant borrowing. Each Backstop Commitment Party may, at its option, arrange for the Form DIP Credit Agreement or the Exit Facility Credit Agreement, if applicable, to be executed by one or more financial institutions selected by the applicable Backstop Commitment Party and reasonably acceptable to Ascena Topco (the “Fronting Lender(s)”), to act as an initial lender and to fund some or all of the Backstop Commitment Party’s Backstop Commitment, in which case the applicable Backstop Commitment Party will acquire its shares of the DIP Facility and/or Exit Facility, as applicable, by assignment from the Fronting Lender(s) in accordance with the assignment provisions of the Form DIP Credit Agreement and the Exit Facility Credit Agreement, as applicable. It is understood and agreed that the aggregate commitments under this Backstop Commitment Letter in respect of New Money DIP Loans (and the automatic conversion thereof to Exit Term Loans on the Conversion Date) are $150 million in total, subject to the Initial Allocation, as set forth in Section 2 hereof and each Backstop Commitment Party hereby agrees and commits to such automatic conversion of the New Money DIP Loans to Exit Term Loans on the Conversion Date.

  • Post-Closing Payments (a) On the first anniversary of the Closing Date, Buyer will pay to Seller or, to the extent designated by Seller in writing and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, the remaining 33.33% of the Closing Cash Consideration, as finally determined in accordance with Section 3.4 (the “Deferred Cash Payment”), via wire transfer to the Seller’s Bank Account or the Member Bank Accounts, as applicable.

  • Post-Closing Payment Payment to Shareholder of his portion of the Post-Closing Payment shall be made in the same manner as payments under the Additional Short-Term Note.

  • Post-Closing Purchase Price Adjustment (a) As soon as practicable, but no later than forty-five (45) calendar days after the Closing Date, Buyer shall cause to be prepared and delivered to Griffon a single statement (the “Closing Statement”) setting forth Buyer’s calculation of (i) the Net Working Capital, (ii) based on such Net Working Capital amount, the Net Working Capital Adjustment, (iii) the Closing Date Funded Indebtedness, (iv) the Closing Date Cash, (v) the Transaction Related Expenses and the components thereof in reasonable detail. Buyer’s calculation of the Net Working Capital, the Net Working Capital Adjustment, the Closing Date Funded Indebtedness, the Closing Date Cash and the Transaction Related Expenses set forth in the Closing Statement shall be prepared and calculated in good faith, and in the manner and on a basis consistent with the terms of this Agreement and the Accounting Principles (in the case of Net Working Capital) and the definitions thereof, and in the case of Net Working Capital shall also be in the same form and include the same line items as the Estimated Net Working Capital calculation, and shall otherwise (x) not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby, (y) be based on facts and circumstances as they exist as of the Closing and (z) exclude the effect of any decision or event occurring on or after the Closing. In furtherance of the foregoing, Buyer acknowledges and agrees that the Accounting Principles are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies. If the Closing Statement is not so timely delivered by Buyer for any reason, then the Estimated Closing Statement shall be considered for all purposes of this Agreement as the Closing Statement, from which the Seller will have all of its rights under this Section 2.7 with respect thereto, including the right to dispute the calculations set forth in the Estimated Closing Statement in accordance with the procedures set forth in Section 2.7(b) and Section 2.7(c) mutatis mutandis.

  • Mandatory Principal Payments If, on any day, the Total Outstandings exceed the Maximum Loan Amount, then the Borrower shall make a principal payment to Administrative Agent in the amount of such excess, in immediately available funds within ten (10) Business Days of demand from the Administrative Agent (a “Mandatory Principal Payment”); with such payment being applied to the principal balances due hereunder is such fashion as the Borrower may designate; provided, however, that if during such ten (10) Business Day period, the Borrower delivers to the Administrative Agent Funding Evidence, such ten (10) Business Day period shall be extended for such additional time as the Administrative Agent determines, in its reasonable discretion, to be required by the Borrower to make the Mandatory Principal Payment but in no event shall such period exceed a maximum of sixty (60) days from the date that the Mandatory Principal Payment would otherwise be due hereunder.

  • 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.

  • Closing Consideration The closing consideration shall be delivered at the Closing as follows:

  • Increase in Revolving Credit Facility The references to “$15,000,000” in Section 2.1 of the Credit Agreement and in Section 2.2(a) of the Credit Agreement are deleted and are replaced by “$20,000,000”.

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

  • Over-Allowance Amount The amount that is equal to the difference between (i) the amount of the Cost Proposal and (ii) the amount of the TI 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 that is not otherwise included within the Cost Proposal) shall be referred to herein as the "Over-Allowance Amount." Tenant shall pay to Landlord (a) one-half (1/2) of such Over-Allowance Amount no later than ten (10) days after the Cost Proposal Delivery Date and (b) the other one-half (1/2) of such Over-Allowance Amount within ten (10) days after Landlord gives Tenant written notice that the construction of the Tenant Improvements is completed. The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the TI Allowance, and such disbursement shall be pursuant to the same procedure as the TI Allowance. In the event that after the Cost Proposal Delivery Date, any revisions, changes, or substitutions shall be made to the Construction Drawings or the Tenant Improvements, any additional costs which arise in connection with such revisions, changes or substitutions shall be paid by Tenant to Landlord as an addition to the Over-Allowance Amount as follows: (1) one-half (1/2) of such additional amount within five (5) days after Landlord's invoice therefor and (2) the remaining one-half (1/2) of such additional amount within five (5) days following Tenant's receipt of Landlord's written notice that the work to which the change order applies is complete. In addition, upon Landlord's determination of the actual costs incurred by or on behalf of Landlord for the TI Allowance Items, Tenant shall pay Landlord the amount, if any, by which such actual costs exceed the sum of the TI Allowance and the Over-Allowance Amount within fifteen (15) days after being billed therefor, or Landlord may, at its election, require that Tenant deposit with Landlord the full amount of such excess prior to Landlord's delivery of the Expansion Space to Tenant. No portion of the TI Allowance shall be used to pay Tenant or Tenant's agents, contractors or employees, unless and until Landlord's contractors and any other persons and entities employed by or under contract with Landlord have been paid in full.

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