Backstop Purchases. Subject to the terms and conditions contained in this Agreement, the Company grants the Purchaser the right to purchase (the “Backstop Purchase”) 1,030,103 shares of Common Stock from the Company, at a purchase price of $10.63 per share (the “Per Share Purchase Price”), payable by the Purchaser by wire transfer of immediately available funds at the closing of the Transaction (the “Closing”). The purchase right provided in this Agreement can only be exercised only in the event, and to the extent, that the Company determines that it will not meet the Threshold Cash Amount (as defined below). The term “Threshold Cash Amount” means Twenty Million Dollars ($20,000,000) in cash available to the Company from (1) the Trust Fund, following the payment in full to the Company’s stockholders who have requested to be redeemed in connection with the Closing, and (2) the payment of any aggregate purchase price for the Backstop Purchase. For the avoidance of doubt, any purchase of shares of Common Stock pursuant to this Section shall be at the Purchaser’s sole discretion.
Appears in 2 contracts
Samples: Backstop Common Stock Purchase Agreement (STG Group, Inc.), Backstop Common Stock Purchase Agreement (Global Defense & National Security Holdings LLC)
Backstop Purchases. Subject to the terms and conditions contained in this Agreement, the Company grants the Purchaser the right to purchase (the “Backstop Purchase”) 1,030,103 shares of Common Stock from the Company, at a purchase price of $10.63 10.61 per share (the “Per Share Purchase Price”), payable by the Purchaser by wire transfer of immediately available funds at the closing of the Transaction (the “Closing”). The purchase right provided in this Agreement can only be exercised only in the event, and to the extent, that the Company determines that it will not meet the Threshold Cash Amount (as defined below). The term “Threshold Cash Amount” means Twenty Million Dollars ($20,000,000) in cash available to the Company from (1) the Trust Fund, following the payment in full to the Company’s stockholders who have requested to be redeemed in connection with the Closing, and (2) the payment of any aggregate purchase price for the Backstop Purchase. For the avoidance of doubt, any purchase of shares of Common Stock pursuant to this Section shall be at the Purchaser’s sole discretion.
Appears in 2 contracts
Samples: Backstop Common Stock Purchase Agreement (Global Defense & National Security Systems, Inc.), Backstop Common Stock Purchase Agreement (Global Defense & National Security Holdings LLC)
Backstop Purchases. Subject to the terms and conditions contained in this Agreement, the Company grants the Purchaser the right to purchase (the “Backstop Purchase”) 1,030,103 up to 471,254 shares of Common Stock from the Company, at a purchase price of $10.63 10.61 per share (the “Per Share Purchase Price”), payable by the Purchaser by wire transfer of immediately available funds at the closing of the Transaction (the “Closing”). The purchase right provided in this Agreement can only be exercised only in the event, and to the extent, that the Company determines that it will not meet the Threshold Cash Amount (as defined below). The term “Threshold Cash Amount” means Twenty Million Dollars ($20,000,000) in cash available to the Company from (1) the Trust Fund, following the payment in full to the Company’s stockholders who have requested to be redeemed in connection with the Closing, and (2) the payment of any aggregate purchase price for the Backstop Purchase. For the avoidance of doubt, any purchase of shares of Common Stock pursuant to this Section shall be at the Purchaser’s sole discretion.
Appears in 1 contract
Samples: Backstop Common Stock Purchase Agreement (Global Defense & National Security Holdings LLC)