Backstop Cap definition

Backstop Cap means, with respect to each Backstop Party, the maximum amount of consideration in exchange for New Common Shares that such Backstop Party may be required to pay under the Backstop Commitment Agreement, which is set forth opposite such Backstop Party’s name in Schedule 1 to the Backstop Commitment Agreement.

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Backstop Cap has the meaning ascribed to such term in Section 9.3(c)(ii).

Backstop Cap means, with respect to each Principal Holder as of any date, an amount equal to the lesser of (i) the amount set forth under the heading “Maximum Backstop Amount” on Exhibit C opposite such Principal Holder and (ii) (A) $50 million plus (B) the product of (1) such Principal Holder’s Pro Rata Share and (2) the sum of (x) the value of all Earn-Out Payments made pursuant to Section 2.11 (Earn-Out Payments) of the Asset Purchase Agreement prior to such date (with such value equal to the amounts calculated pursuant to Sections 2.11(b)(i) and 2.11(b)(ii) of the Asset Purchase Agreement, regardless of whether such payments are made paid in cash or a combination of cash and Parent Common Stock) and (y) all payments of accrued interest and principal on the Note made by Parent to Seller prior to such date (it being understood that any amounts offset by Buyer against accrued interest and principal on the Note pursuant to the Asset Purchase Agreement shall not be considered to be a payment for these purposes).

Examples of Backstop Cap in a sentence

In the event that the Subscriber enters into privately negotiated transactions with third parties in accordance with Section 2(b) hereof subsequent to the Funding Date but prior to the Merger Closing, unless otherwise requested in writing by the Subscriber (but subject to the Backstop Cap), the Subscription Amount shall be reduced by the dollar amount of such purchases and such excess funds (not to exceed the Subscription Amount) shall be returned to the Subscriber.
In the event that Subscriber enters into privately negotiated transactions with third parties in accordance with Section 2(b) hereof subsequent to the Funding Date but prior to the Merger Closing, unless otherwise requested in writing by Subscriber (but subject to the Backstop Cap), the Subscription Amount shall be reduced by the dollar amount of such purchases and such excess funds (not to exceed the Subscription Amount) shall be returned to Subscriber.

More Definitions of Backstop Cap

Backstop Cap has the meaning set forth in the Recitals.

Backstop Cap means Twenty-Five Million Dollars ($25,000,000) minus the aggregate amount of all Seller S Corp Tax Refunds received by the Purchaser.