Examples of Backstop Closing Date in a sentence
There are no securities or instruments issued by or to which SPAC is party containing anti-dilution or similar provisions that will be triggered by the issuance of the Backstop Shares or the issuance of Pubco Ordinary Shares under any PIPE Subscription Agreement, in each case, that have not been or will not be validly waived on or prior to the Backstop Closing Date.
The Registration Statement and the Prospectus, at the time the Registration Statement becomes effective and as of the closing date of the Rights Offering and the Backstop Closing Date, will comply as to form in all material respects with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations of the SEC thereunder.
The Company shall take all actions necessary to ensure that on the Backstop Closing Date the Board shall have at least the number of vacancies necessary to allow such election or appointment.
The Company shall notify the Purchasers in writing at least one (1) Trading Day prior to the anticipated Backstop Closing Date of the Backstop Subscription Amount as finally determined by the Company based on the results of the Rights Offering.
All authorizations, approvals or permits, if any, of any Governmental Entity or regulatory body required in connection with the transactions contemplated by this Agreement, including, without limitation, lawful issuance and sale of the shares of Common Stock pursuant to this Agreement shall have been duly obtained and shall be in full force and effect on and as of the Investor Backstop Closing Date.
The Company shall (i) cause a Shelf Registration Statement to be filed with the SEC within thirty (30) days after the Backstop Closing Date and (ii) use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as promptly as possible but in any event no later than ninety (90) days after the Backstop Closing Date (the “Shelf Registration”).
The Company shall deliver such New Notes to the Investors at least one (1) Business Day prior to the Backstop Closing Date to be held in escrow until the Backstop Closing Date with such escrow arrangements to be mutually satisfactory to the Company and the Investors.
At least one (1) Business Day prior to the Backstop Closing Date, each Purchaser shall deliver to the Company the aggregate Backstop Purchase Price for all Backstop Purchase Shares purchased by such Purchaser, if any, by wire transfer of U.S. dollars in immediately available funds to the account specified in the Company Notice to be held in escrow until the Backstop Closing.
Promptly following the date hereof (and in any event, prior to the Expiration Date and the Backstop Closing Date, as applicable), the Company shall obtain the approval by the NYSE of the listing of all of the Equity Shares to be issued in the Rights Offering (including the Backstop Shares) (subject to official notice of issuance).
The closing of the sale, purchase and issuance of any Backstop Shares pursuant to the Backstop Obligation shall occur on date to be determined by Investor, in its sole discretion (the “Backstop Closing Date”); provided, however, that unless otherwise agreed to in writing by the Issuer and the Investor, in no event shall the Backstop Closing Date occur later than December 31, 2023.