Backstop Common Shares definition

Backstop Common Shares shall have the meaning set forth in the Recitals hereof.
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Backstop Common Shares has the meaning set forth in Section 6.5(a).
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Examples of Backstop Common Shares in a sentence

  • Back-stop Shares: The Back-stop Common Shares or the Back-stop Preferred Shares, as the case may be.

  • The Purchaser also understands that the Preferred Shares and the Back-stop Common Shares are being offered and sold to it pursuant to an exemption from registration contained in the Securities Act, based in part upon its representations contained in this Agreement.

  • Neither the Company nor any Affiliate of the ----------- Company has, directly or through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which is or will be integrated with the sale of the Preferred Shares and/or the Back-stop Common Shares, in a manner that would require the registration of the Preferred Shares and/or the Back-stop Common Shares under the Securities Act.

  • For greater certainty, the Issuer acknowledges and agrees that, based on the representations and warranties made by the Purchaser in Section 7.1 hereof and subject to compliance by the Purchaser with the restrictions set forth in Section 3.1, the Purchaser is entitled to subscribe for Securities under the Basic Subscription Right, the Additional Subscription Privilege, as well as for the Equity Backstop Common Shares under applicable Securities Laws.

  • The Purchaser is acquiring the --------------------------- Preferred Shares, any shares of Common Stock issued upon conversion thereof and the Back-stop Common Shares for its own account for investment and not with a view toward distribution in a manner which would violate the Securities Act.

  • You can find the remainder of the retiree benefits in the rules and regulations of the University and when updated on the AUAR website.The University arbitrarily and unilaterally eliminated both Retiree Dependent Health Benefits and life insurance benefits as of 12/31/2020 for non-bargaining unit members.

  • The Purchaser understands that -------------------------- neither the Preferred Shares nor the Back-stop Common Shares or any Common Stock issuable upon conversion of the Preferred Shares has been, or shall upon delivery be, registered under the Securities Act and that the certificates evidencing the Preferred Shares, the Back-stop Common Shares and such Common Stock shall bear a legend to that effect.

  • Neither the Company nor any Person acting on behalf of the Company has taken or will take any action which would subject the offering, issuance or sale of any of the Preferred Shares or the Back-stop Common Shares to the provisions of Section 5 of the Securities Act.

  • All representations and warranties contained in this ------------------- Agreement shall survive the execution and delivery of this Agreement, any investigation at any time made by the Purchaser or on its behalf, and the purchase of the Preferred Shares and any Back-stop Common Shares by the Purchaser under this Agreement and any conversion of any of the Preferred Shares, or any disposition of any shares of Common Stock issued upon conversion of any of the Preferred Shares or any Back-stop Common Shares.

  • The Purchaser and its transferees shall -------------------- comply with all filing and other reporting obligations under all Requirements of Law, including, but not limited to, the HSR Act, which may be applicable to the Purchaser with respect to the Preferred Shares, the Back-stop Common Shares and shares of Common Stock issuable upon conversion of the Preferred Shares.

Related to Backstop Common Shares

  • Amalco Common Shares means common shares in the capital of Amalco;

  • A Shares means a participating share of no par value in the capital of the Fund, denominated in US Dollars;

  • New Common Shares means the common stock or common equity of Reorganized XOG to be issued on the Effective Date.

  • Purchaser Common Stock means the common stock, par value $0.01 per share, of Purchaser.

  • Common Shares means the common shares in the capital of the Corporation;

  • Company Common Shares means the common shares in the capital of the Company.

  • Class A Common Shares means shares of the Class A Common Stock, par value $.01 per share, of the Company.

  • Acquiror Common Stock means the common stock, par value $0.001 per share, of Acquiror.

  • Newco Common Stock means the common stock, par value $.01 per share, of Newco.

  • Class B Common Shares means (x) the Company’s Class B Common shares, $0.002 par value per share, the terms of which may be designated by the board of directors of the Company in a certificate of designations and (y) any share capital into which such preferred shares shall have been changed or any share capital resulting from a reclassification of such preferred shares (other than a conversion of such preferred shares into Common Shares in accordance with the terms of such certificate of designations).

  • Series A Common Stock means the Series A Common Stock, par value $0.01 per share, of the Company.

  • Series B Common Stock means the Series B Common Stock, par value $0.01 per share, of the Company.

  • Common Warrants means, collectively, the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Common Warrants shall be exercisable immediately and have a term of exercise equal to five (5) years, in the form of Exhibit A attached hereto.

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.

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

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Pubco Common Stock means all classes and series of common stock of Pubco, including the Class A Common Stock and Class B Common Stock.

  • Holdings Common Stock means the common stock, par value $0.01 per share, of Holdings.

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

  • Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).

  • Investor Warrants has the meaning given it in the recitals of this Agreement.

  • Series B Shares means the shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series B, of the Company.

  • Subscribed Shares means, as of any date of determination, the Subscribed Shares (as defined in the recitals to this Subscription Agreement) and any other equity security issued or issuable with respect to the Subscribed Shares by way of stock split, dividend, distribution, recapitalization, merger, exchange, or replacement, and (ii) “Subscriber” shall include any person to which the rights under this Section 5 shall have been duly assigned.

  • New Common Stock means shares of Common Stock and/or securities convertible into, and/or other rights exercisable for, Common Stock, which are offered or sold in a New Transaction.

  • Old Common Stock means the Company's common stock, par value $.01 per share, outstanding as of the date of the Company's filing of the petition commencing the Chapter 11 Case.

  • Initial Shares means all of the outstanding shares of Common Stock issued prior to the consummation of the Company’s initial public offering.