Backstop Commitment Amount definition

Backstop Commitment Amount has the meaning set forth in Section 6(d) hereof.

Backstop Commitment Amount means the aggregate purchase price of the Offered Shares required to be purchased by the Plan Sponsor on the Closing Date or Payment Date (as applicable), calculated as follows: (a) the Aggregate Offering Amount minus (b) (A) the product of (x) the total number of Offered Shares purchased in the Follow-on Equity Raise by Persons other than the Plan Sponsor multiplied by (y) the Subscription Price, minus (B) expenses incurred by the Company in connection with the offering of the Offered Shares; provided , if the difference of clause (a) minus clause (b) exceeds $10 million, then the Backstop Commitment Amount shall be $10 million. Notwithstanding the foregoing sentence, in the event of a Private Placement pursuant to Section 2.3(c), the Backstop Commitment Amount shall be equal to $10 million (which, for the avoidance of doubt, is the maximum aggregate purchase price of the Private Placement Shares required to be purchased by the Plan Sponsor on the Payment Date at the Private Placement Price per Share).

Backstop Commitment Amount. Each Existing Noteholder will purchase its Adjusted TV One Commitment Percentage of the TV One Note Subscription Deficiency. The “TV One Note Subscription Deficiency” is the difference between $100 million, if at least 19.40% of the outstanding equity of TV One is to be purchased at the TV One Closing, or $88 million, if less than 19.40% of the outstanding equity of TV One is to be purchased at the TV One Closing, and the Aggregate TV One Participation Amount. The “Adjusted TV One Commitment Percentage” for each Existing Noteholder is the percentage equivalent of a fraction, the numerator of which is equal to such Existing Noteholder’s Maximum Commitment less the aggregate amount of Second Lien Notes such Existing Noteholder elected to purchase as an Eligible Holder, as described in Section 2.02 above (such difference, an “Unfunded Maximum Commitment”), and the denominator of which is the sum of all Unfunded Maximum Commitments for the Existing Noteholders. It is understood that (i) in the event an Existing Noteholder’s Maximum Commitment is equal to or less than its Pro Rata Amount, its Backstop Commitment Amount calculated above shall be zero, the intent being that no Existing Noteholder shall be obligated to purchase more than its Maximum Commitment under this Agreement and (ii) in the event an Electing Holder fails to purchase its allocated portion of Second Lien Notes at the TV One Closing, the TV One Note Subscription Deficiency shall be increased to reflect such defaulting Electing Holder’s failure to purchase its allocated portion of Second Lien Notes and each Existing Noteholder’s Backstop Commitment Amount will be similarly increased, but, in no event, in excess of such Existing Noteholder’s Maximum Commitment.

Examples of Backstop Commitment Amount in a sentence

• Subject to the terms and conditions of this Agreement, each Standby Purchaser affirms its agreement to purchase its Percentage of the Backstop Commitment Amount.

• The Company and the Plan Sponsor hereby agree that any amounts actually paid to the Company by the Plan Sponsor for any Offered Shares (which shall exclude any sales commissions, fees or expenses) it subscribes for in the Follow-on Equity Raise prior to receiving the Backstop Purchase Notice shall be deducted from, and set off against, the Plan Sponsor’s Backstop Commitment Amount.

• For the avoidance of doubt, the Backstop Shareholders shall participate at a minimum up to their Backstop Shareholders ERO New Common Stock Backstop Commitment Amount (subject to the Backstop Shareholders Cap).

• ERO New Common Stock Allocation Any ERO New Common Stock not acquired during the ERO Preemptive Rights Offering Period shall be subscribed and purchased at a price equal to the Subscription Price on the Effective Date by the ERO New Common Stock Backstop Parties (up to the Commitment Creditors ERO New Common Stock Backstop Commitment Amount).

• For purposes of this Agreement, (1) “Remaining Backstop Commitment” means, with respect to each Investor, such Investor’s Backstop Commitment Amount set forth on Exhibit A minus its Rights Offering Notes subscribed to pursuant to the Rights Offering in accordance with Section 1(a) and (2) “Remaining Commitment Percentage” means with respect to each Investor, such Investor’s Remaining Backstop Commitment as a percentage of the total Remaining Backstop Commitment of all Investors.

More Definitions of Backstop Commitment Amount

Backstop Commitment Amount has the meaning specified in the Recitals.

Backstop Commitment Amount means $3,000,000.

Backstop Commitment Amount means (i) in respect of each Additional Backstop Party, its Primary Backstop Commitment Amount, and (ii) in respect of each Initial Backstop Party, its Primary Backstop Commitment Amount and its Secondary Backstop Commitment Amount;

Backstop Commitment Amount means the Rights Offering Shares backstopped by each Backstop Commitment Party pursuant to the Rights Offering Commitment Agreement, which such Backstop Commitment Party is required to subscribe for as shall be notified to the Backstop Commitment Parties in accordance with the Rights Offering Commitment Agreement.

Backstop Commitment Amount means the aggregate purchase price of the Offered Shares required to be purchased by the Plan Sponsor on the Closing Date or Payment Date (as applicable), calculated as follows: (a) the Aggregate Offering Amount minus (b) (A) the product of (x) the total number of Offered Shares purchased in the Follow-on Equity Raise by Persons other than the Plan Sponsor multiplied by (y) the Subscription Price, minus (B) expenses incurred by the Company in connection with the offering of the Offered Shares; provided, if the difference of clause (a) minus clause (b) exceeds $10 million, then the Backstop Commitment Amount shall be $10 million. Notwithstanding the foregoing sentence, in the event of a Private Placement pursuant to Section 2.3(c), the Backstop Commitment Amount shall be equal to $10 million (which, for the avoidance of doubt, is the maximum aggregate purchase price of the Private Placement Shares required to be purchased by the Plan Sponsor on the Payment Date at the Private Placement Price per Share).

Backstop Commitment Amount means, with respect to any Backstop Party, (a) the dollar amount set forth opposite the name of such Backstop Party under the heading “Backstop Commitment Amount” on Schedule 1 hereto, which amount shall equal the product of (i) the Rights Offering Amount and (ii) such Backstop Party’s Backstop Commitment Percentage (as it may be amended, supplemented or otherwise modified from time to time in accordance with the terms of this Agreement), minus (b) the aggregate original principal amount of all Rights Offering Notes that such Backstop Party subscribes for in the Rights Offering.

Backstop Commitment Amount means, with respect to any Backstop Party, an aggregate principal amount of New First Lien Notes equal to the product of (a) the Unsubscribed Notes multiplied by (b) such Backstop Party’s Backstop Commitment Percentage, rounded among the Backstop Parties solely to (x) avoid fractional notes and (y) comply with the minimum denominations described in the Exchange and Offering Documents, as the Backstop Parties may determine in their sole discretion.