Backstop Consideration definition

Backstop Consideration means 8% of the aggregate purchase price of the Offered Shares (or 545,589 shares of New Common Stock), representing 3.6% of the New Common Stock issued on the Effective Date (subject to dilution by shares issued in connection with the Management Equity Plan and the exercise of the New Warrants); provided that if the Equity Commitment Agreement is terminated without the Rights Offering having been consummated (other than directly and solely as a result of a breach by any Backstop Party of any of the terms and conditions of the Equity Commitment Agreement), the Backstop Parties shall be entitled to Cash consideration in an amount equal to 6% of $185 million (the aggregate purchase price of the Offered Shares) or $11.1 million, payable by Tronox pursuant to the terms of the Equity Commitment Agreement.
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Backstop Consideration. In consideration for purchasing the Convertible Notes, the Purchasers will receive shares of New Common Stock valued at 1.0% of the purchase price provided by the Purchasers.
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Backstop Consideration means the non-refundable cash backstop commitment fee equal to the U.S. dollar equivalent of $5.5 million based on the Canadian Exchange Rate on the FX Date to be paid by Postmedia to the Backstop Parties in consideration for the Backstop Commitment.
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Examples of Backstop Consideration in a sentence

  • If a different number of New Jaguar Common Shares are issued, the number of Backstop Consideration Shares to be issued will be adjusted proportionally.

  • On the Effective Date, the Rights Offering Sponsors (or affiliates of the Rights Offering Sponsors) shall purchase the Backstop Consideration Shares and such number of Unsubscribed Shares and Excluded Shares as are listed in the Purchase Notice (as the same may be updated), if any, without prejudice to the rights of the Rights Offering Sponsors to seek later an upward or downward adjustment to the number of Unsubscribed Shares if such Purchase Notice is miscalculated.

  • All Backstop Consideration Shares, Unsubscribed Shares and Excluded Shares shall be delivered with any and all issue, stamp, transfer or similar taxes or duties payable in connection with such delivery duly paid by the Debtors or the Reorganized Debtors to the extent required under the Confirmation Order or applicable law.

  • Pursuant to the Equity Commitment Agreement, the Rights Offerings Sponsors (or affiliates of the Rights Offering Sponsors) shall directly purchase the Backstop Consideration Shares.

  • Notwithstanding anything contained herein to the contrary, the Rights Offering Sponsors, in their sole discretion, may designate that some or all of the Backstop Consideration Shares, Unsubscribed Shares, or Excluded Shares be issued in the name of, and delivered to, one or more affiliates.

  • Interest Offering Shares, Backstopped Shares and Backstop Consideration Shares issued in connection with the Share Offering have been, as of the Election Deadline and the Implementation Date, conditionally approved for listing on the TSX or such other Designated Offshore Securities Market acceptable to the Majority Consenting Noteholders, subject only to receipt of customary final documentation.

  • The Equity Commitment Agreement will be finalized and executed on or before August 27, and Tronox will file a motion on the same day to obtain Bankruptcy Court approval, on an expedited basis, of the terms and conditions set forth in the Equity Commitment Agreement, including but not limited to payment of the Backstop Consideration, and will use reasonable best efforts to ensure that such motion is heard by the Bankruptcy Court no later than September 16, 2010.

  • Notwithstanding anything contained herein to the contrary, the Rights Offering Sponsors, in their sole discretion, may designate that some or all of the Backstop Consideration Shares, Unsubscribed Shares or Excluded Shares be issued in the name of, and delivered to, one or more affiliates.

  • All payments of the Backstop Consideration and the Transaction Expenses hereunder shall be made free and clear of any withholding on account of Taxes unless the Company receives advice of counsel that withholding on account of Taxes is required under applicable Law.

  • Backstop Consideration The Backstop Parties will receive a fee equal to 11,111,1117 New Jaguar Common Shares (“Backstop Consideration Shares”) based on their pro rata backstop funding amount.


More Definitions of Backstop Consideration

Backstop Consideration has the meaning set forth in Section 3(a)(i).
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Backstop Consideration means 6% of the aggregate purchase price of the Offered Shares
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Backstop Consideration has the meaning set forth in Section 3(a)(i). “Backstop Parties” has the meaning set forth in the introduction hereto.
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Related to Backstop Consideration

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Closing Stock Consideration means a number of shares of Parent Common Stock equal to (a) the Stock Consideration, minus (b) any shares of Parent Common Stock used to fund the SC Escrow Amount.

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.

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

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

  • Purchase Consideration means the aggregate net cash proceeds received by the Company or Specialty Foods Corporation ("SFC") (after deducting all fees and expenses incurred by the Company, SFC and/or their respective affiliates in connection with the Sale). By way of example, if the Purchase Consideration equaled $100,000,000, your Sale Bonus would be $100,000.00. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

  • Equity Consideration has the meaning set forth in Section 2.02.

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

  • Earnout Consideration has the meaning specified in Section 2.05(a).

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

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

  • Exchange Consideration shall have the meaning set forth in Section 11(b)(i).

  • Merger Consideration has the meaning set forth in Section 2.1(a).

  • Sale Consideration means the value of the H-1 Bid and accepted and approved by BSNL for the Said Land Parcel in its Acceptance Letter.

  • Unit Consideration has the meaning set forth in Section 2.2(a).

  • Initial Consideration has meaning ascribed by Clause 4.1;

  • Share Consideration has the meaning given to it in Section 2.2;

  • Base Consideration has the meaning set forth in Section 1.2.

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

  • Earn-Out Consideration has the meaning set forth in Section 2.08(a)(i).

  • Scheme Consideration means, in respect of:

  • Exchangeable Share Consideration has the meaning provided in the Exchangeable Share Provisions.

  • Closing Merger Consideration has the meaning set forth in Section 3.2(a)(ii).