Backstop Closing definition

Backstop Closing shall have the meaning set forth in Section 3.2(b).
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Backstop Closing means the closing of the purchase and sale of the Backstop Shares pursuant to Section 2.1.
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Backstop Closing has the meaning set forth in Section 2.6 below.
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Examples of Backstop Closing in a sentence

  • For the avoidance of doubt, if for any reason the Backstop Closing does not occur prior to the consummation of the Second Merger Closing, all representations, warranties, covenants and agreements of the parties hereunder shall survive the consummation of the Second Merger Closing and remain in full force and effect.

  • Prior to the Backstop Closing, each of Pubco and SPAC agrees to promptly notify Sponsor if any of the acknowledgements, understandings, agreements, covenants, representations and warranties made by Pubco or SPAC, as applicable, set forth herein are no longer accurate in all material respects.

  • Sponsor hereby agrees that neither it, its affiliates, nor any person or entity acting on its behalf or pursuant to any understanding with Sponsor, shall, directly or indirectly, engage in any hedging activities or execute any Short Sales (as defined below) with respect to the securities of SPAC prior to the Backstop Closing or the earlier termination of this Agreement in accordance with its terms.

  • Sponsor shall deliver, and/or cause one or more Sponsor Designees to deliver, to Pubco on or prior to the anticipated Second Merger Closing Date, by wire transfer of U.S. dollars in immediately available funds, an aggregate amount equal to the Commitment Amount to the account specified by Pubco in the Closing Notice, such funds to be held by Pubco in trust for the benefit of Sponsor and/or one or more Sponsor Designees, as applicable, until the Backstop Closing.

  • Sponsor hereby agrees that it shall comply with all regulatory requirements in connection with the Backstop Closing and the Transactions and shall coordinate in good faith with Pubco, SPAC or the Company, as applicable, to provide all information as may reasonably be requested by any applicable governmental authority relating to the Backstop Closing or the Transactions.

  • The parties hereto shall further cooperate with each other and use their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on their part under this Agreement and applicable Laws to consummate the Backstop Closing as contemplated by this Agreement no later than immediately prior to the consummation of the Second Merger Closing.

  • The acquisition and issuance of the Backstop Shares (the “Backstop Closing”) shall occur on the same day as, and immediately prior to, the Second Merger Closing (the date of the Backstop Closing, the “Backstop Closing Date”) upon the terms and subject to the conditions set forth herein.

  • All representations and warranties made by the parties hereto in this Agreement shall survive the Backstop Closing.

  • Pubco shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by it at or prior to the Backstop Closing, except where the failure of such performance or compliance would not or would not reasonably be expected to prevent, materially delay, or materially impair the ability of Pubco to consummate the Backstop Closing.

  • Prior to the Backstop Closing, Xxxxxxx agrees to promptly notify Pubco, the Company and SPAC if any of the acknowledgments, understandings, agreements, covenants representations and warranties made by Sponsor set forth herein are no longer accurate.


More Definitions of Backstop Closing

Backstop Closing means the closing of the Backstop Commitment.
Sample 1
Backstop Closing means the closing of the purchases described in Section 2(b) and Section 2(c) hereof, which shall be held at 10:00 a.m. on the Backstop Closing Date at the offices of Wilmer Cutler Pickering Hale and Dorr LLP located at 7 World Trade Center, 250 Greenwich Street, New York, NY 10007, or such other time and place as may be agreed to by the Company and the RJB Purchaser.
Sample 1

Related to Backstop Closing

  • First Closing has the meaning set forth in Section 2.1(a).

  • Second Closing has the meaning set forth in Section 2.2.

  • IPO Closing means the initial closing of the sale of the Class A Common Stock in the IPO.

  • Closing Warrants shall have the meaning ascribed to such term in Section 2.1(a)(ii).

  • Initial Closing shall have the meaning ascribed to such term in Section 2.1.

  • Subsequent Closing has the meaning set forth in Section 3.2.

  • Third Closing shall have the meaning ascribed to such term in Section 2.1(c).

  • Put Closing shall have the meaning set forth in Section 2.3.8.

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Additional Closing has the meaning set forth in Section 2.3.

  • First Closing Date shall refer to the time and date of delivery of certificates for the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representatives and shall not be earlier than three or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

  • Series Closing Date means the date designated as such in the Series Term Sheet.

  • Backstop Agreement has the meaning set forth in the recitals to this Agreement.

  • Backstop Parties means those parties that agree to backstop the Rights Offering pursuant to the Backstop Commitment Letter, each in its respective capacity as such.

  • Second Closing Date means the date of the Second Closing.

  • Merger Closing means “Closing,” as that term is defined in the Merger Agreement.

  • Subsequent Closing Date means, with respect to each Subsequent Closing, the date on which such Subsequent Closing is deemed to have occurred.

  • Put Closing Date shall have the meaning set forth in Section 2.3.8.

  • Closing Transactions has the meaning set forth in Section 11.8(a) of these Bylaws.

  • Third Closing Date has the meaning set forth in Section 2.2(c).

  • IPO Closing Date means the closing date of the IPO.

  • Final Closing means the last closing under the Private Placement;

  • Acquisition Closing Date means the “Closing Date” as defined in the Acquisition Agreement.

  • Initial Closing Date shall have the meaning assigned to such term in Section 1.2 hereof.

  • Backstop Commitment has the meaning set forth in Section 2.2(b).

  • Outside Closing Date means the date which is 365 days after the earlier of the Firm Closing Date; or Second Tentative Closing Date; or such other date as may be mutually agreed upon in accordance with section 4. “Property” or “home” means the home including lands being acquired by the Purchaser from the Vendor. “Purchaser’s Termination Period” means the 30-day period during which the Purchaser may terminate the Purchase Agreement for delay, in accordance with paragraph 10(b).