Senior Noteholder Rights Offering Clause Samples
Senior Noteholder Rights Offering. The Company shall use commercially reasonable efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable in order to consummate and effectuate the Senior Noteholder Rights Offering in accordance with the Plan, the RSA, the Restructuring Term Sheet, the Definitive Documents and this Agreement.
Senior Noteholder Rights Offering. The Senior Noteholder Rights Offering shall have been conducted in accordance with this Agreement and the Senior Noteholder Rights Offering Documents.
Senior Noteholder Rights Offering. In connection with the Senior Noteholder Rights Offering, each Senior Noteholder will be offered the right to purchase its Pro Rata share of New Common Shares for an aggregate purchase price of $150,150,000 (subject to dilution by the MIP Equity, the Warrant Equity, and the New Common Shares issued pursuant to the Backstop Commitment Premium). The Senior Noteholder Rights Offering will be backstopped by the Backstop Parties in exchange for the Backstop Commitment Premium. Discount: New Common Shares in the Senior Noteholder Rights Offering will be issued at an aggregate purchase price of $150,150,000 at a price per share equal to a 26% discount to Plan Value based on the lower of (A) the Total Enterprise Value or (B) an assumed total enterprise value of $425 million.
Senior Noteholder Rights Offering. (i) After the Petition Date, subject to interim approval of the Disclosure Statement by the Bankruptcy Court, the Debtors shall distribute the Senior Noteholder Subscription Rights to holders of Senior Notes Claim as set forth in the Plan and the applicable Rights Offering Procedures. Each Rights Offering Participant in the Senior Noteholder Rights Offering shall be offered the Senior Noteholder Subscription Rights to purchase its Pro Rata share of the New Common Shares to be issued pursuant to the Senior Noteholder Rights Offering. On the Effective Date, the Debtors shall consummate the Senior Noteholder Rights Offering. The Senior Noteholder Subscription Rights may not be sold, transferred, or assigned. The Senior Noteholder Rights Offering shall be fully backstopped by the Backstop Parties in accordance with and subject to the terms and conditions of the Senior Noteholder Backstop Agreement.
(ii) In accordance with the Senior Noteholder Backstop Agreement and subject to the terms and conditions thereof, each of the Backstop Parties has agreed, severally but not jointly, to purchase, on or prior to the Effective Date, the amount of New Common Shares equal to its respective Backstop Commitment (as defined in the Senior Noteholder Backstop Agreement). The Backstop Commitment for the Senior Noteholder Rights Offering, shall be treated as a put option and the Backstop Commitment Premium shall be treated as remuneration for agreeing to enter into such put option. Upon the Effective Date, the Backstop Commitment Premium shall be immediately and automatically payable and issued.