Common use of Backstop Clause in Contracts

Backstop. During the period commencing on the date hereof and ending at the close of business on the third Trading Day prior to the Special Meeting ( “Backstop Deadline”), each of the Subscribers shall (provided it is lawful to do so) use reasonable best efforts to purchase the number of shares of Common Stock of the Company set forth opposite its name on the signature page hereto (the “Backstop Purchase”) in the open market (the “Open Market Shares”) or in privately negotiated transactions with third parties, including forward contracts (the “Private Purchase Shares”, and collectively with the Open Market Shares, the “Backstop Shares”). In addition, each Subscriber may satisfy its obligation to make the Backstop Purchase by purchasing Private Purchase Shares from shareholders that have delivered shares of Common Stock for redemption during the period from the Backstop Deadline to the commencement of the Special Meeting. Any purchase of Private Purchase Shares from redeeming holders shall require, as a condition of such purchase and in order for such Private Purchase Shares to be applied against the number of shares of common stock of the Company required to fulfill such Subscriber’s Backstop Purchase, that such third parties withdraw the public shares from redemption against the Company’s trust account (to the extent previously redeemed) and that they not thereafter redeem such public shares in connection with the Special Meeting. Any such transactions shall settle prior to the Merger Closing. On each of (a) the date immediately following the Backstop Deadline, (b) the close of the Trading Day prior to the date of the Special Meeting and (c) promptly at other times requested by the Company from time to time, each Subscriber shall (x) notify the Company in writing of the number of Open Market Shares and Private Purchase Shares so purchased and (y) provide the Company, for all Backstop Shares acquired, all documentary evidence reasonably requested by the Company and its advisors (including without limitation, its legal counsel) and its transfer agent and proxy solicitor to confirm that each Subscriber has purchased, or has contracted to purchase, such shares and, in the case of any shares purchased from redeeming holders, evidence that such shares have been validly withdrawn from redemption prior to the Special Meeting. For purposes hereof, “Trading Day” shall mean a day during which trading in the Common Stock generally occurs on the NASDAQ Capital Market or, if the Common Stock is not listed on the NASDAQ Capital Market, on the principal other national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not listed on a national or regional securities exchange, on the principal other market on which the Common Stock is then listed or admitted for trading.

Appears in 2 contracts

Samples: Subscription and Backstop Agreement (M III Acquisition Corp.), Subscription and Backstop Agreement (M III Acquisition Corp.)

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Backstop. During the period commencing a. Commencing on the date hereof and ending at the close of business through 5:00 p.m. Eastern Time on the third Trading Day (3rd) business day prior to the Special Meeting ( (as defined below) (the “Backstop Deadline”), each of the Subscribers undersigned shall (provided it is lawful to do so) use reasonable best efforts have the right to purchase the number of shares of Class A Common Stock of the Company set forth opposite its name on the signature page hereto (the “Backstop Purchase”) in the open market (the “Open Market Shares”) or in privately negotiated transactions with third partiesparties (any shares so purchased, including forward contracts (the “Private Purchase Shares”, and collectively with the Open Market Shares, the “Backstop Shares”). In addition, each Subscriber may satisfy its obligation to make On the Backstop Purchase by purchasing Private Purchase Shares from shareholders that have delivered shares of Common Stock for redemption during the period from the Backstop Deadline to the commencement of the Special Meeting. Any purchase of Private Purchase Shares from redeeming holders shall require, as a condition of such purchase and in order for such Private Purchase Shares to be applied against the number of shares of common stock of the Company required to fulfill such Subscriber’s Backstop Purchase, that such third parties withdraw the public shares from redemption against the Company’s trust account (to the extent previously redeemed) and that they not thereafter redeem such public shares in connection with the Special Meeting. Any such transactions shall settle prior to the Merger Closing. On each of (a) the date calendar day immediately following the Backstop Deadline, (b) the close of the Trading Day prior to the date of the Special Meeting Deadline and (c) promptly at such other times requested by the Company from time to time, each Subscriber the undersigned shall (xi) notify the Company in writing of the number of Open Market Backstop Shares and Private Purchase Shares so purchased that it has purchased, and (yii) provide the Company, for all Backstop Shares acquired, all documentary evidence reasonably requested by the Company and its advisors (including without limitation, its legal counsel) and its transfer agent and proxy solicitor solicitor, in form and substance reasonably acceptable to the Company, to confirm that each Subscriber (A) the undersigned has purchasedpurchased all such Backstop Shares, or (B) the seller of such Backstop Shares has contracted provided to purchase, the undersigned (x) such shares and, in the case of any shares seller’s proxy with respect to all Backstop Shares purchased from redeeming holderssuch seller for the matters to be voted upon at the special meeting of the Company’s stockholders to be held by the Company pursuant to a proxy statement filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the Special Meeting, evidence that such shares have been validly withdrawn from redemption as supplemented by definitive additional materials filed with the SEC prior to the Special Meeting (the “Proxy Statement”) to approve, among other matters, the Transaction (including any stockholder meeting held upon an adjournment prior to the completion thereof, the “Special Meeting. For purposes hereof, “Trading Day” shall mean a day during which trading in ”) and (y) an irrevocable written waiver of such seller’s right to exercise any redemption or conversion rights with respect to all Backstop Shares purchase from such seller pursuant to the Common Stock generally occurs on Redemption (as defined below) and (C) that the NASDAQ Capital Market or, if the Common Stock is not listed on the NASDAQ Capital Market, on the principal other national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not listed on a national or regional securities exchange, on the principal other market on which the Common Stock is then listed or admitted for tradingundersigned has complied with its obligations under Section 3(b) below.

Appears in 2 contracts

Samples: Subscription Agreement (Akerna Corp.), Subscription Agreement (MTech Acquisition Corp)

Backstop. During the period commencing Commencing on the date hereof and ending at through 5:00 p.m. Eastern Time on December 14, 2018 (the close of business on the third Trading Day prior to the Special Meeting ( Backstop Deadline”), each of the Subscribers Investor shall (provided it is lawful to do so) use reasonable best efforts to purchase the number of shares of Common Stock of the Company set forth opposite its name on the signature page hereto (the “Backstop Purchase”) in the open market (the “Open Market Shares”) or in privately negotiated transactions with third parties, including forward contracts (the “Private Purchase Shares”, and collectively with the Open Market Shares, including any Pubco Ordinary Shares issued in exchange for shares of Common Stock in connection with the Business Combination, the “Backstop Shares”). In addition, each Subscriber may satisfy its obligation to make the Backstop Purchase by purchasing Private Purchase Shares from shareholders that have delivered shares of Common Stock for redemption during the period from the Backstop Deadline to the commencement of the Special Meeting. Any purchase of Private Purchase Shares from redeeming holders shall require, as a condition of such purchase and in order for such Private Purchase Shares to be applied against the number of shares of common stock of the Company required to fulfill such Subscriber’s Backstop Purchase, provided that such third parties withdraw the public shares from redemption against the Company’s trust account (to the extent previously redeemed) and that they not thereafter redeem such public shares in connection with the Special Meeting. Any such transactions shall settle prior to the Merger Closing. Notwithstanding anything to the contrary contained herein, any purchases of Backstop Shares by Investor hereunder shall be effected through the Broker, subject to broker’s commissions. On each of (a) the date Business Day immediately following the Backstop Deadline, (b) the close of the Trading Day prior to the date of the Special Meeting Deadline and (c) promptly at other times requested by the Company from time to time, each Subscriber shall Investor will (x) notify the Company in writing of the number of Open Market Shares and Private Purchase Shares so purchased and the aggregate purchase price paid by Investor for such Backstop Shares (the “Aggregate Purchase Price”) and (y) provide the Company, for all Backstop Shares acquired, all documentary evidence reasonably requested by the Company and or its advisors (including without limitation, its legal counsel) and its or the Company’s transfer agent and proxy solicitor to confirm that each Subscriber Investor has purchased, or has contracted to purchase, purchased such shares andand holds such shares through the Closing and has not submitted any such shares for redemption in connection with the Redemption. Investor acknowledges that, in connection with the case Business Combination, Pubco will issue ordinary shares, par value $0.0001 per share, of any shares purchased from redeeming holdersPubco (“Pubco Ordinary Shares”) in exchange for the outstanding Common Stock of the Company, evidence that such shares have been validly withdrawn from redemption prior as described in the Proxy Statement. Notwithstanding anything to the Special Meeting. For purposes hereofcontrary contained herein, “Trading Day” Investor shall mean not be required to purchase any Backstop Shares at a day during which trading price per share greater than the Redemption Price, and to the extent that as a result of such limitation Investor cannot acquire all of the Backstop Shares required by this Agreement, Investor shall not be in breach of this Agreement for any resulting shortfall (but, for the Common Stock generally occurs on the NASDAQ Capital Market oravoidance of doubt, if the Common Stock is shall not listed on the NASDAQ Capital Market, on the principal other national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not listed on a national or regional securities exchange, on the principal other market on which the Common Stock is then listed or admitted for tradingbe entitled to any Additional Shares with respect to such shortfall).

Appears in 2 contracts

Samples: Backstop Agreement (Reebonz Holding LTD), Backstop Agreement (Draper Oakwood Technology Acquisition Inc.)

Backstop. During the period commencing Commencing on the date hereof and ending at through 5:00 p.m. Eastern Time on December 14, 2018 (the close of business on the third Trading Day prior to the Special Meeting ( Backstop Deadline”), each of the Subscribers Investor shall (provided it is lawful to do so) use reasonable best efforts to purchase the number of shares of Common Stock of the Company set forth opposite its name on the signature page hereto (the “Backstop Purchase”) in the open market (the “Open Market Shares”) or in privately negotiated transactions with third parties, including forward contracts (the “Private Purchase Shares”, and collectively with the Open Market Shares, including any Pubco Ordinary Shares issued in exchange for shares of Common Stock in connection with the Business Combination, the “Backstop Shares”). In addition, each Subscriber may satisfy its obligation to make the Backstop Purchase by purchasing Private Purchase Shares from shareholders that have delivered shares of Common Stock for redemption during the period from the Backstop Deadline to the commencement of the Special Meeting. Any purchase of Private Purchase Shares from redeeming holders shall require, as a condition of such purchase and in order for such Private Purchase Shares to be applied against the number of shares of common stock of the Company required to fulfill such Subscriber’s Backstop Purchase, provided that such third parties withdraw the public shares from redemption against the Company’s trust account (to the extent previously redeemed) and that they not thereafter redeem such public shares in connection with the Special Meeting. Any such transactions shall settle prior to the Merger Closing. Notwithstanding anything to the contrary contained herein, any purchases of Backstop Shares by Investor hereunder shall be effected through the Broker, subject to broker’s commissions. On each of (a) the date Business Day immediately following the Backstop Deadline, (b) the close of the Trading Day prior to the date of the Special Meeting Deadline and (c) promptly at other times requested by the Company from time to time, each Subscriber shall Investor will (x) notify the Company in writing of the number of Open Market Shares and Private Purchase Shares so purchased and the aggregate purchase price paid by Investor for such Backstop Shares (the “Aggregate Purchase Price”) and (y) provide the Company, for all Backstop Shares acquired, all documentary evidence reasonably requested by the Company and or its advisors (including without limitation, its legal counsel) and its or the Company’s transfer agent and proxy solicitor to confirm that each Subscriber Investor has purchased, or has contracted to purchase, purchased such shares andand holds such shares through the Closing and has not submitted any such shares for redemption in connection with the Redemption. Investor acknowledges that, in connection with the case Business Combination, Pubco will issue ordinary shares, par value $0.0001 per share, of any shares purchased from redeeming holdersPubco (“Pubco Ordinary Shares”) in exchange for the outstanding Common Stock of the Company, evidence that such shares have been validly withdrawn from redemption prior to the Special Meeting. For purposes hereof, “Trading Day” shall mean a day during which trading as described in the Common Stock generally occurs on the NASDAQ Capital Market or, if the Common Stock is not listed on the NASDAQ Capital Market, on the principal other national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not listed on a national or regional securities exchange, on the principal other market on which the Common Stock is then listed or admitted for tradingProxy Statement.

Appears in 2 contracts

Samples: Backstop Agreement (Reebonz Holding LTD), Backstop Agreement (Draper Oakwood Technology Acquisition Inc.)

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Backstop. During the period commencing Commencing on the date hereof and ending at the close of business through 5:00 p.m. Eastern Time on the third Trading Day prior last date on which it may purchase Ordinary Shares (the “Market Deadline”) such that the settlement of such purchase shall occur on or before the record date for the special meeting of shareholders (the “Merger Meeting”) to be held by the Special Company to approve, among other things, the Merger Agreement and the Reviva Transaction, pursuant to a proxy statement to be filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the Merger Meeting ( (as supplemented by definitive additional materials filed with SEC, the Backstop DeadlineReviva Proxy Statement”), each of the Subscribers Investor shall (provided it is lawful to do so) use reasonable its best efforts to as promptly as practicable after the date hereof purchase the number of shares of Common Stock of the Company set forth opposite its name on the signature page hereto (the “Backstop Purchase”) Subject Shares in the open market (the “Open Market Shares”) or in privately negotiated transactions with third parties, including forward contracts parties (the “Private Purchase Shares” and, and collectively together with the Open Market Shares, the “Backstop Shares”). In addition, each Subscriber Between the Market Deadline and through 5:00 p.m. Eastern Time on the last date on which it may satisfy its obligation to make the Backstop Purchase by purchasing purchase Private Purchase Shares from shareholders such that have delivered shares of Common Stock for redemption during the period from the Backstop Deadline to the commencement of the Special Meeting. Any purchase of Private Purchase Shares from redeeming holders shall require, as a condition settlement of such purchase and in order for such Private Purchase Shares to be applied against shall occur on or before the number close of shares of common stock of business on the Company required to fulfill such Subscriber’s Backstop Purchase, that such third parties withdraw the public shares from redemption against the Company’s trust account second (to the extent previously redeemed2nd) and that they not thereafter redeem such public shares in connection with the Special Meeting. Any such transactions shall settle Business Day prior to the Merger Closing. On each of Meeting (a) the date immediately following “Private Deadline”), to the Backstop Deadline, (b) the close extent that Investor has not purchased all of the Trading Day Subject Shares prior to the Market Deadline, Investor shall (provided it is lawful to do so) use its best efforts to purchase as promptly as practicable after such date Private Purchase Shares in an aggregate amount equal to the shortfall of Subject Shares that it failed to purchase prior to the Market Deadline, provided that Investor obtains from such third parties irrevocable proxies with respect to the Merger Meeting (and if applicable, any Company shareholder meeting for an Extension) and written waivers of their Closing Redemption rights (and any Extension Redemption rights, if applicable) with respect to such Private Purchase Shares. On the day immediately following each of the Special Meeting Market Deadline and (c) the Private Deadline, and promptly at other times requested by the Company or Reviva from time to time, each Subscriber Investor shall (x) notify the Company and Reviva in writing of the number of Open Market aggregate Backstop Shares and Private Purchase Shares so purchased from the date of this Agreement through such applicable date, and (y) provide the CompanyCompany and Reviva, for all Backstop Shares acquired, all documentary evidence reasonably requested by or on behalf of the Company and its advisors (including without limitation, its legal counsel) and its transfer agent and proxy solicitor or Reviva to confirm that each Subscriber Investor has purchased, purchased such Backstop Shares and holds such Backstop Shares through the Merger Meeting and has not submitted any such Backstop Shares for the Closing Redemption or any Extension Redemption and has contracted revoked any prior redemption elections with respect to purchase, such shares and, in the case of any shares purchased from redeeming holders, evidence that such shares have been validly withdrawn from redemption prior to the Special Meeting. For purposes hereof, “Trading Day” shall mean a day during which trading in the Common Stock generally occurs on the NASDAQ Capital Market or, if the Common Stock is not listed on the NASDAQ Capital Market, on the principal other national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not listed on a national or regional securities exchange, on the principal other market on which the Common Stock is then listed or admitted for tradingBackstop Shares.

Appears in 1 contract

Samples: Backstop Agreement (Tenzing Acquisition Corp.)

Backstop. During the period commencing a. Commencing on the date hereof and ending at the close of business through 5:00 p.m. Eastern Time on the third Trading Day fifth (5th) business day prior to the Special Meeting ( (as defined below) (the “Backstop Deadline”), each of the Subscribers Subscriber shall (provided it is lawful to do so) use reasonable best efforts have the right to purchase the number of shares of Common Stock of the Company set forth opposite its name on the signature page hereto (the “Backstop Purchase”) Shares in the one or more open market (the “Open Market Shares”) purchases or in privately negotiated transactions with third partiesparties (any shares so purchased, including forward contracts (the “Private Purchase Shares”, and collectively with the Open Market Shares, the “Backstop Shares”). In addition, each Subscriber may satisfy its obligation to make On the Backstop Purchase by purchasing Private Purchase Shares from shareholders that have delivered shares of Common Stock for redemption during the period from the Backstop Deadline to the commencement of the Special Meeting. Any purchase of Private Purchase Shares from redeeming holders shall require, as a condition of such purchase and in order for such Private Purchase Shares to be applied against the number of shares of common stock of the Company required to fulfill such Subscriber’s Backstop Purchase, that such third parties withdraw the public shares from redemption against the Company’s trust account (to the extent previously redeemed) and that they not thereafter redeem such public shares in connection with the Special Meeting. Any such transactions shall settle prior to the Merger Closing. On each of (a) the date calendar day immediately following the Backstop Deadline, (b) the close of the Trading Day prior to the date of the Special Meeting Deadline and (c) promptly at such other times requested by the Company from time to time, each the Subscriber shall (xi) notify the Company in writing of the number of Open Market Backstop Shares and Private Purchase Shares so purchased that it has purchased, and (yii) provide the Company, for all Backstop Shares acquired, all documentary evidence reasonably requested by the Company and its advisors (including without limitation, its legal counsel) and its transfer agent and proxy solicitor solicitor, in form and substance reasonably acceptable to the Company, to confirm that each (A) the Subscriber has purchasedpurchased all such Backstop Shares, or (B) the seller of such Backstop Shares has contracted provided to purchase, the Subscriber (x) such shares and, in the case of any shares seller’s proxy with respect to all Backstop Shares purchased from redeeming holderssuch seller for the matters to be voted upon at the special meeting of the Company’s shareholders to be held by the Company pursuant to a proxy statement filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the Special Meeting, evidence that such shares have been validly withdrawn from redemption as may be supplemented by definitive additional materials filed with the SEC prior to the Special Meeting (the “Proxy Statement”) to approve, among other matters, the Transaction (including any shareholders meeting held upon an adjournment prior to the completion thereof, the “Special Meeting. For purposes hereof, “Trading Day” shall mean a day during which trading in ”) and (y) an irrevocable written waiver of such seller’s right to exercise any redemption or conversion rights with respect to all Backstop Shares purchased from such seller pursuant to the Common Stock generally occurs on Redemption (as defined below) and (C) the NASDAQ Capital Market or, if the Common Stock is not listed on the NASDAQ Capital Market, on the principal other national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not listed on a national or regional securities exchange, on the principal other market on which the Common Stock is then listed or admitted for tradingSubscriber has complied with its obligations under Section 3(b) below.

Appears in 1 contract

Samples: Subscription Agreement (Greenland Acquisition Corp.)

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