Unsubscribed Shares. The Company shall determine the number of Unsubscribed Shares, if any, in good faith, shall provide a Purchase Notice or a Satisfaction Notice that accurately reflects the number of Unsubscribed Shares as so determined and shall provide to the Investors a certification by the Subscription Agent of the Unsubscribed Shares or, if such certification is not available, such written backup to the determination of the Unsubscribed Shares as any Investor may reasonably request.
Unsubscribed Shares. The Company shall determine the number of Unsubscribed Shares, if any, in good faith, shall provide a Purchase Notice or a Satisfaction Notice that accurately reflects the number of Unsubscribed Shares as so determined and shall provide to ADAH a certification by the Subscription Agent of the Unxxxxcribed Shares or, if such certification is not available, such written backup to the determination of the Unsubscribed Shares as ADAH may reasonably request.
Unsubscribed Shares. The Company will determine, or instruct New Tronox or the Subscription Agent to determine, the number of Unsubscribed Shares, if any, in good faith, and to provide, or instruct New Tronox or the Subscription Agent to provide a Purchase Notice or a Satisfaction Notice that reflects the principal amount of Unsubscribed Shares as so determined and to provide to the Backstop Parties, such written backup to the determination of the Unsubscribed Shares as a Backstop Party may reasonably request.
Unsubscribed Shares. The Company, in consultation with counsel for the Backstop Parties, shall determine the amount of Unsubscribed Shares, if any, and, in good faith, provide a Backstop Funding Notice that accurately reflects the amount of Unsubscribed Shares as so determined and to provide to the Backstop Parties a certification by the Subscription Agent of the Unsubscribed Shares or, if such certification is not available, such written backup to the determination of the Unsubscribed Shares as the Backstop Parties may reasonably request.
Unsubscribed Shares. In the event that the Post-Merger Stockholders fail to exercise in full the right of first refusal within the applicable time period, then, with respect to the issuance of such unsubscribed shares of Common Stock, the rights of such Post-Merger Stockholders under this Section 9 shall expire and the Corporation shall have 120 days thereafter to contract to sell such Equity Securities to the identified investor or investors at a price and upon general terms not more favorable to such investor or investors than specified in the Offer Notice; provided, that if the investor is the Major Holder or an Affiliate of the Major Holder such sale shall also be subject to the provisions of Section 10. In the event that the Corporation has not contracted to sell such Equity Securities within such 120 day period, then the Corporation shall not thereafter issue or sell any such securities without again first offering them to the Post-Merger Stockholders pursuant to this Section 10.
Unsubscribed Shares. If, pursuant to Section 5.3, all of the New Securities are not subscribed for by the Preemptive Rightholders, the Company may sell the New Securities not so purchased by the Preemptive Rightholders on terms and conditions that are, in the aggregate, no more favorable to the purchaser than those set forth in the New Issuance Notice. The closing of any issue and purchase of New Securities pursuant to this Section 5.5 shall be held at any time (prior to the expiration of the period set forth in the third sentence of Section 5.4) and place as the parties to the transaction may agree.
Unsubscribed Shares. In satisfaction of one of the conditions to closing of the Amended Restructuring and Exchange Agreement, in the Eurobond Exchange Offer (as defined below), Eurobond Holders (as defined below) tendered in excess of the required aggregate principal amount of Eurobonds necessary to allow BAESA to consummate the exchange of Eurobonds for Class A Exchange Receipts (as defined below) and Class B Exchange Receipts (as defined below) .
Unsubscribed Shares. In the event that the Investors fail to exercise in full the right of first refusal within the applicable time period, then, with respect to the issuance of such unsubscribed shares, the rights of such Investors under this Section 3.3 shall expire and the Corporation shall have 120 days thereafter to contract to sell such equity securities at a price and upon general terms not more favorable to the purchasers thereof than specified in the Offer Notice. In the event that the Corporation has not contracted to sell such equity securities within such 120-day period, then the Corporation shall not thereafter issue or sell any such securities without again first offering them to the Investors pursuant to this Section 3.3.
Unsubscribed Shares. 2 This BACKSTOP AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of [●], 2017, (i) among Xxxxxxxx Incorporated (as a debtor in possession and a reorganized debtor, as applicable, the “Company”), a Delaware corporation and (ii) each of the undersigned parties identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”). Any capitalized terms not defined herein shall have the meanings set forth in the Glossary of Defined Terms attached to the Plan or in the Rights Offering Procedures (each as defined below).
Unsubscribed Shares. On the basis of the representations, warranties, and agreements and subject to the terms and conditions stated in this Agreement, the Company agrees to issue and sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, any and all Unsubscribed Shares at the purchase price of $6.00 per share (the "SUBSCRIPTION PRICE") in the percentages set forth opposite their names on SCHEDULE A, subject to deduction of fees payable by the Company pursuant to Section 6 of this Agreement.
