Backstop Shares Sample Clauses

Backstop Shares. Prior to Closing, the Sponsor may transfer up to 3,000,000 SPAC Class B Shares held by Sponsor for reduction of any deferred underwriting fees, or to transfer to non-Affiliate third investors providing backstop financing, non-redemption agreements or other financial support in connection with the transactions contemplated by this Agreement, as determined by SPAC in consultation with the Parent (the “Backstop Shares”). Any of the 3,000,000 Backstop Shares not utilized as envisaged above will be subject to forfeiture by the Sponsor and cancelled, as to be further described and agreed in the Sponsor Support Agreement.
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Backstop Shares. The Purchaser acknowledges and agrees that, if the Company requests in writing at any time prior to two (2) days prior to the Closing Date, the Purchaser will purchase shares of Common Stock (the “Backstop Shares”), subject to and contingent upon the Closing, in privately negotiated transactions directly from stockholders of the Company (other than Affiliates of the Company) who have elected to redeem or intend to redeem such shares pursuant to Section 9.02 of the Amended and Restated Certificate of Incorporation of the Corporation in connection with the consummation of the transactions contemplated by the Merger Agreement; provided, however that in no event shall Purchaser be required to make any such purchases at a purchase price of greater than $10.00 per share or for an aggregate purchase price (for all such purchases) of greater than $5,000,000. Any such purchases described in subsection (b) shall be pursuant to a Backstop Stock Purchase Agreement in substantially the form of Exhibit D, including that any such purchase shall be contingent upon and completed simultaneously with the Merger. The Backstop Shares purchased by the Purchaser, if any, shall be evidenced by book-entry position with the Company’s transfer agent, shall be freely-tradeable immediately upon receipt (subject to compliance with the Securities Act and any applicable state securities laws) and shall not be subject to any legends.
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Backstop Shares. In accordance with the terms and provisions of this Agreement, to determine the number of Backstop Shares, if any, in good faith, to provide a Commitment Notice or a Satisfaction Notice that accurately reflects the number of Backstop Shares as so determined.
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Backstop Shares. Subject to the terms and conditions hereof, in the event that the gross cash proceeds available from the Trust Account (as defined below) at the Closing (taking into account all redemptions of shares of Class A Common Stock redeemed for cash in accordance with Industrea’s certificate of incorporation) is less than the Argand Backstop Threshold Amount (such difference, if any, the “Excess Redemption Amount” which Excess Redemption Amount shall be certified in writing to Subscriber by a duly authorized officer of Industrea prior to the Closing), then Subscriber hereby agrees to subscribe for and purchase a number of Backstop Shares equal to the quotient of (a) the Excess Redemption Amount, divided by (b) the Per Share Price, subject to a maximum subscription of 2,450,980 Backstop Shares (such subscription and issuance, together with the Base Subscription, the “Subscription”). For purposes of this Agreement, the “Argand Backstop Threshold Amount” shall mean $128,138,275, less the aggregate amount of any additional equity investment commitments (x)relating to one or more private placements to be consummated at or prior to the Closing received by Newco and/or Industrea and agreed to in writing by CPH in accordance with the Merger Agreement following the date hereof and prior to the Closing and (y) pursuant to any Rollover Agreement (as defined in the Merger Agreement), the UK Share Purchase Agreement and UK Put/Call Agreement (each as defined in the Merger Agreement) following the date hereof and prior to the Closing by any person other than BBCP Investors, LLC or its affiliates in excess of $50,961,725 in the aggregate.
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Backstop Shares. (i) Subject to the terms and conditions hereof, following delivery of the Backstop Notice by the Company to the Purchaser hereunder, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company the number of Backstop Shares set forth in the Backstop Notice, which shall not be less than the Backstop Floor and shall not be greater than the Backstop Limit, for a purchase price of $10.00 per Backstop Share (the aggregate amount of such purchase, the “Purchase Price”). The number of Backstop Shares, the Backstop Floor, the Backstop Limit and the purchase price per Backstop Share, as applicable, shall be appropriately adjusted to reflect any stock split, stock dividend, stock combination, recapitalization or the like (except for the closing of the transactions contemplated by the Merger Agreement in accordance therewith) occurring after the date hereof. (ii) The delivery of the Backstop Notice hereunder shall serve as notice to the Purchaser that the Purchaser will be required to pay the Purchase Price for the Backstop Shares, and acquire the Backstop Shares, at the Backstop Closing (as defined below). (iii) The closing of the purchase and sale of the Backstop Shares (the “Backstop Closing”) shall be held substantially concurrently with the Closing. At the Backstop Closing (and no later than on the Closing Date), the Company will issue to the Purchaser the Backstop Shares free and clear of any liens or other restrictions (other than those arising under applicable securities laws, the Certificate of Designations, the Bylaws or that certain investor rights agreement to be entered into at the Backstop Closing by and between the Company and the Purchaser in the form attached hereto as Exhibit B (the “Investor Rights Agreement”)), registered in the name of the Purchaser, against (and concurrently with) the payment by the Purchaser of an amount equal to the Purchase Price minus the Structuring Fee (as defined below) for the Backstop Shares to the Company by wire transfer of immediately available funds to the account notified to the Purchaser by the Company in the Backstop Notice. (iv) In the event the Closing does not occur within five (5) Business Days of the anticipated Closing Date set forth in the Backstop Notice, the Company shall promptly (but no later than two (2) Business Days thereafter) return the entire amount paid by the Purchaser to the Company in accordance with Section 2(a)(iii) to Purchaser (without any deduction...
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Backstop Shares. In consideration of each of the Fortress Investor’s and the RTW Investor’s commitment to purchase its respective Backstop Purchase Amount of the Prior Note, Pubco shall, on the Backstop Closing Date and substantially simultaneously with the Intermediate Merger Closing, issue to each of the Fortress Investor and the RTW Investor a number of shares of Pubco Common Stock (the “Backstop Shares”) as follows: 1) In the event that the aggregate Backstop Purchase Amount for each of the Fortress Investor and the RTW Investor is equal to each of their respective aggregate Maximum Purchase Amounts, Pubco shall issue to each of the Fortress Investor and the RTW Investor an aggregate amount of Pubco Common Stock equal to the greater of (i) 700,000 shares of Pubco Common Stock and (ii) the maximum amount of Conditional Additional Pubco Shares issuable, (x) in the case of the Fortress Investor, to the Fortress Investor pursuant to, and in accordance with the calculations set forth in, Section 6.01(t) of the Fortress Credit Agreement, and (y) in the case of the RTW Investor, to the RTW Investor pursuant to Section 3(g) of the RTW PIPE Side Letter; provided that in the event that for any reason the aggregate number of shares issuable to the Fortress Investor pursuant to clause (ii) above is greater than the aggregate number of shares issuable to the RTW Investor pursuant to clause (ii), or vice versa, the Investor that would receive the lesser aggregate number of shares shall instead receive the higher number of aggregate shares so that, pursuant to such clause (ii), each of the Fortress Investor and the RTW Investor shall receive the same aggregate number of shares of Pubco Common Stock. 2) In the event that the aggregate Backstop Purchase Amount for each of the Fortress Investor and the RTW Investor is less than each of their respective aggregate Maximum Purchase Amounts, Pubco shall issue to each of the Fortress Investor and the RTW Investor an aggregate amount of shares of Pubco Common Stock equal to (x) 700,000 multiplied by a fraction having (i) a denominator equal to 2,000,000 and (ii) a numerator equal to the Backstop Purchase Amount for the Fortress Investor or the RTW Investor, as the case may be. The Backstop Shares issuable to the RTW Investor may be allocated among the individual Investors comprising the RTW Investor based on the amount of the Backstop Purchase Amount of each such individual Investor set forth on Schedule 1 hereof (or as re-allocated among eac...
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Backstop Shares. The Company, in consultation with counsel for the Commitment Parties, shall determine the amount of Backstop Shares, if any, and, in good faith, provide a Funding Notice that accurately reflects the amount of Backstop Shares as so determined and to provide to the Commitment Parties a certification by the Subscription Agent of the Backstop Shares or, if such certification is not available, such written backup to the determination of the Backstop Shares as the Commitment Parties may reasonably request.
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Backstop Shares 
Sample 1

Related to Backstop Shares

  • Commitment Shares In consideration for the Investor’s execution and delivery of this Agreement, on the Commencement Date, the Company shall deliver irrevocable instructions to its transfer agent to issue to the Investor, not later than 4:00 p.m. (New York City time) on the Trading Day immediately following the Commencement Date, one or more certificate(s) or book-entry statement(s) representing the Commitment Shares in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Commencement Date). Such certificate or book-entry statement shall be delivered to the Investor in the manner specified in Section 7.1(iii). For the avoidance of doubt, all of the Commitment Shares shall be fully earned as of the Closing Date regardless of whether any Purchases are issued by the Company or settled hereunder or any termination of this Agreement. Upon issuance, the Commitment Shares shall constitute “restricted securities” as such term is defined in Rule 144(a)(3) under the Securities Act and, subject to the provisions of subsection (iv) of this Section 10.1, the certificate or book-entry statement representing the Commitment Shares shall bear the restrictive legend set forth below in subsection (iii) of this Section 10.1. The Commitment Shares shall constitute Registrable Securities and shall be included in the Initial Registration Statement and any post-effective amendment thereto, and the Prospectus included therein and, if necessary to register the resale thereof by the Investor under the Securities Act, in any New Registration Statement and any post-effective amendment thereto, in each case in accordance with this Agreement and the Registration Rights Agreement.

  • Acquired Shares Any Shares or other voting securities of the Bank with respect to which beneficial ownership is acquired by Shareholder or its affiliates, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such Shares or upon exercise or conversion of any securities of the Bank, if any, after the date hereof shall automatically become subject to the terms of this Agreement.

  • Buyer Shares Each Buyer Share issued and outstanding at and as of the Effective Time will remain issued and outstanding.

  • Settlement Shares With respect to any Settlement Date other than the Final Date, the number of Shares designated as such by Counterparty in the relevant Settlement Notice or designated by Dealer pursuant to the “Termination Settlement” provisions of Paragraph 7(g) below, as applicable; provided that the Settlement Shares so designated shall (i) not exceed the Number of Shares at that time and (ii) in the case of a designation by Counterparty, be at least equal to the lesser of 100,000 and the Number of Shares at that time, in each case with the Number of Shares determined taking into account pending Settlement Shares; and

  • Exchange Shares The Exchange Shares have been duly and validly authorized by all necessary action, and, when issued and delivered pursuant to this Agreement, such Exchange Shares will be duly and validly issued and fully paid and nonassessable, will not be issued in violation of any preemptive rights, and will not subject the holder thereof to personal liability.

  • Parent Shares All outstanding Parent Shares, and all Parent Shares, which may be issued pursuant to this Agreement shall when issued in accordance with this Agreement be, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

  • Initial Shares The Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representative may request upon at least forty-eight hours’ prior notice to the Company, shall be delivered by or on behalf of the Company to the Representative, including, at the option of the Representative, through the facilities of The Depository Trust Company (“DTC”) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified to the Representative by the Company upon at least forty-eight hours’ prior notice. The Company will cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four hours prior to the Closing Time (as defined below) with respect thereto at the office of the Representative, 0000 00xx Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth, if pricing occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representative and the Company). The time at which such payment and delivery are actually made is hereinafter sometimes called the “Closing Time” and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the “Date of Delivery.”

  • New Shares Stockholder agrees that any shares of Company Capital Stock that Stockholder purchases or with respect to which Stockholder otherwise acquires beneficial ownership after the date of this Agreement and prior to the Expiration Date (“New Shares”) shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Shares.

  • Consideration Shares All Consideration Shares will, when issued in accordance with the terms of the Arrangement, be duly authorized, validly issued, fully paid and non-assessable Purchaser Shares.

  • Purchased Shares Subject to the terms and conditions provided below, Seller shall sell and transfer to Buyers and Buyers shall purchase from Seller, on the Closing Date (as defined in Section 1(c)), all of the Shares.

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