The Backstop Commitment Sample Clauses

The Backstop Commitment. (a) On and subject to the terms and conditions hereof, including entry of the Confirmation Order, each Commitment Party agrees, severally and not jointly, to fully exercise all Subscription Rights that are properly issued to it and its Affiliates based on the Unsecured Notes Claims listed on Schedule 2 pursuant to the Rights Offering and duly purchase all Rights Offering Securities issuable to it and its Affiliates pursuant to such exercise at the applicable Purchase Price, in accordance with the Rights Offering Procedures and the Plan. (b) On and subject to the terms and conditions hereof, including entry of the Confirmation Order, each Commitment Party agrees, severally and not jointly, to purchase, and the Company agrees to sell to such Commitment Party, on the Closing Date for the applicable Purchase Price, the number of Unsubscribed Securities equal to (a) such Commitment Party’s Backstop Commitment Percentage multiplied by (b) the aggregate number of Unsubscribed Securities, rounded among the Commitment Parties solely to avoid fractional securities as the Commitment Parties may determine in their sole discretion. The obligations of the Commitment Parties to purchase such Unsubscribed Securities as described in this Section 2.2(b) shall be referred to as the “Backstop Commitment.”

The Backstop Commitment. On and subject to the terms and conditions hereof, including entry of the Approval Order, each Commitment Party agrees, severally and not jointly, to fully exercise all Subscription Rights that are issued to it pursuant to the Rights Offering and duly purchase all Rights Offering Shares issuable to it pursuant to such exercise, in accordance with the Rights Offering Procedures and the Plan; provided that any Commitment Party that fails to comply with such obligations shall be liable to each non-Defaulting Commitment Party as a result of such failure to comply. On and subject to the terms and conditions hereof, including entry of the Confirmation Order, each Commitment Party agrees, severally and not jointly, to purchase, and the Company agrees to sell to such Commitment Party, on the Closing Date for the applicable aggregate Per Share Purchase Price, the number of Unsubscribed Shares equal to (a) such Commitment Party’s Backstop Commitment Percentage multiplied by (b) the aggregate number of Unsubscribed Shares, rounded among the Commitment Parties solely to avoid fractional shares as the Commitment Parties may determine in their sole discretion (provided that in no event shall such rounding reduce the aggregate commitment of such Commitment Parties). The obligations of the Commitment Parties to purchase the Unsubscribed Shares as described in this Section 2.2 shall be referred to as the “Backstop Commitment”.

The Backstop Commitment. (a) On the basis of the representations and warranties contained herein, but subject to the conditions set forth in Section 7 (including without limitation the entry of the Agreement Order (as defined below) and the Agreement Order becoming a Final Agreement Order), the Investor agrees to subscribe for and purchase on the Closing Date, and the Company agrees to sell and issue, at the aggregate Purchase Price therefor, all Unsubscribed Shares as of the Expiration Time (the “Backstop Commitment”). For purposes of this Agreement, “Final Agreement Order” shall mean an order or judgment of the Bankruptcy Court, which has not been reversed, stayed, modified or amended, and as to which (a) the time to appeal, seek certiorari or request reargument or further review or rehearing has expired and no appeal, petition for certiorari or request for reargument or further review or rehearing has been timely filed, or (b) any appeal that has been or may be taken or any petition for certiorari or request for reargument or further review or rehearing that has been or may be filed has been resolved by the highest court to which the order or judgment was appealed, from which certiorari was sought or to which the request was made and no further appeal or petition for certiorari has been or can be taken or granted.

The Backstop Commitment. Subject to the terms and conditions hereof, each Backstop Participant, severally and not jointly (the “Backstop Commitment”): (a) shall duly exercise its (x) Primary Rights with respect to its Senior Notes Rights Offering Allocation Percentage of the Senior Notes Primary Rights Offering Shares, and (y) Incremental Liquidity Rights with respect to its Senior Notes Rights Offering Allocation Percentage of the Senior Notes Incremental Liquidity Shares (as to each Backstop Participant, its “Direct Allocation Commitment”); (b) shall purchase, on the Closing Date, the Senior Notes Primary Rights Offering Shares and, if applicable, Senior Notes Incremental Liquidity Shares, in each case, for which it has duly exercised its Rights if such shares are issued pursuant to the terms hereof, the Plan and the Rights Offering Procedures; (c) shall (for the benefit of the Company and each other Backstop Participant), duly exercise its Call Option during the Call Option Exercise Period; and (d) shall purchase, on the Closing Date, the Unsubscribed Rights Offering Shares (if any) it is required to purchase pursuant to a duly exercised Call Option or Put Option pursuant to the terms hereof. Schedule 1 hereto sets forth each Backstop Participant’s Direct Allocation Commitment as of the date hereof.

The Backstop Commitment. (a) On the basis of the representations and warranties herein contained, but subject to the conditions set forth in Section 7, (i) the Investor agrees to subscribe for and purchase, and the Company agrees to sell and issue, at the aggregate Purchase Price therefor, all Unsubscribed Shares as of the Expiration Time (subject to the Share Cap less the number of Investor Rights Offering Shares purchased by the Investor), and (ii) the Investor agrees to purchase (or to exercise the Rights for), and the Company agrees to issue and sell, all of the Investor Rights Offering Shares by (x) payment of the aggregate Purchase Price therefor at the Closing Date or (y) by exercise of Rights issued on the Investor Owned Shares in accordance with the terms of the Rights Offering (except that, in either case, the Investor may pay the aggregate Purchase Price for the Investor Rights Offering Shares by transfer of funds from the Escrow) (the commitments set forth in (i) and (ii) above, together, the “Backstop Commitment”). (b) On the basis of the representations and warranties herein contained, but subject to the Agreement Order (as defined herein) becoming a Final Agreement Order (as defined herein), the Company will pay to the Investor a commitment fee of $100 million (the “Commitment Fee”). Such Commitment Fee will be paid in U.S. dollars on the Business Day after the Agreement Order becomes a Final Agreement Order. The Commitment Extension Fee (as defined herein), if any, will be paid by the Company as provided in Section 10(b)(ii). Payment of the Commitment Fee and the Commitment Extension Fee, if any, will be made by wire transfer of federal (same day) funds to the account specified by the Investor to the Company at least 24 hours in advance. The Commitment Fee and the Commitment Extension Fee, if any, will be nonrefundable when paid. Simultaneously with the Agreement Order becoming a Final Agreement Order, and thereafter on demand, the Company will reimburse or pay, as the case may be, the standard fees and out-of-pocket expenses of one law firm retained by the Investor for purposes of the transactions contemplated hereby and incurred since January 1, 2006 within 10 days of presentation of an invoice approved by the Investor, without Bankruptcy Court review or further Bankruptcy Court order. The filing fee required by the HSR Act (as defined herein) shall be paid by the Company on behalf of the Investor when filings under the HSR Act are made. These obligations are in ...

The Backstop Commitment. On the basis of the representations and warranties contained herein, but (a) subject to the terms and conditions set forth herein, each Investor agrees, severally and not jointly, to subscribe for and purchase on the Effective Date, and the Company agrees to sell and issue, at the Purchase Price per Note, the principal amount of Unsubscribed Notes (the “Investor’s Unsubscribed Notes”), calculated by multiplying (x) such Investor’s Backstop Percentage times (y) the aggregate number of Unsubscribed Notes (the “Backstop Commitment”).

The Backstop Commitment. On the terms and subject to the conditions hereof, in the Rights Offering each Backstop Party agrees, severally and not jointly, to purchase and shall purchase, and Exide agrees to issue and sell to such Backstop Party and shall issue and sell to such Backstop Party, on the Closing Date and for the Purchase Price, the aggregate principal amount of Backstop Notes equal to such Backstop Party’s pro rata portion of the Unsubscribed Notes, determined based upon the relative Backstop Commitment Amounts of the Backstop Parties, in each case up to such Backstop Party’s Backstop Commitment Amount (such obligation to purchase the Unsubscribed Notes, the “Backstop Commitment”).

The Backstop Commitment. Subject to Section 2.06 and to the terms and conditions hereof, including entry of the BCA Approval Order and BCA Consummation Approval Order by the Bankruptcy Court, each Backstop Party hereby agrees, severally and not jointly, to purchase its Backstop Commitment Percentage of New Common Stock in an amount equal to $189.8 million in the aggregate at the Per Share Price (the “Backstop Commitment”).

The Backstop Commitment. On and subject to the terms and conditions hereof, each Backstop Commitment Party agrees, severally and not jointly, to purchase, and the Company Parties agree to sell to such Backstop Commitment Party, on the Closing Date the aggregate principal amount of Unsubscribed Securities equal to (i) such Backstop Commitment Party’s Backstop Commitment Percentage multiplied by (ii) the aggregate principal amount of Unsubscribed Securities at a purchase price of 100% of the principal amount thereof (in each case rounding down to the applicable minimum denomination to avoid fractional notes) (the “Backstop Commitment”).

The Backstop Commitment. (a) Subject to Sections 2.02(b), 2.02(c) and Section 2.06, on and subject to the terms and conditions hereof, including entry of the BCA Approval Order and BCA Consummation Approval Order by the Bankruptcy Court, each Backstop Party hereby agrees, severally and not jointly, to purchase its Backstop Commitment Percentage of New Common Stock in an amount equal to $200.0 million in the aggregate at the Per Share Price (the “Backstop Commitment”).