Backstop Party Default definition

Backstop Party Default means the failure by any Backstop Party to deliver and pay the aggregate Purchase Price for such Backstop Party’s Backstop Commitment Percentage of any Unsubscribed Shares by the Funding Deadline in accordance with Section 2.04(b).

Backstop Party Default means, with respect to any Backstop Party, (x) such Backstop Party fails to (i) fully exercise all of its Subscription Rights pursuant to and in accordance with the Rights Offering in accordance with Section 2.2(a) hereof or (ii) deliver and pay the aggregate Purchase Price payable by it for its Backstop Commitment Percentage of any Unsubscribed New First Lien Notes by the Closing Date in accordance with Section 2.4 hereof or (y) such Backstop Party denies or disaffirms its obligations in writing (electronic or otherwise) pursuant to Section 2.2(a) or Section 2.4 hereof. 4

Backstop Party Default means the failure by (i) any Backstop Party other than an RCF Lender Backstop Party to deliver and pay the aggregate Purchase Price for such Backstop Party’s Backstop Commitment Percentage of Backstop Securities or Additional Notes, (ii) any RCF Lender Backstop party to deliver and pay the aggregate Purchase Price for the Rights Offering Securities such RCF Lender Backstop Party is obligated to purchase under Section 2.1(b) or (iii) any Backstop Party to deliver and pay the aggregate Purchase Price for such Backstop Party’s Backstop Commitment Percentage of Holdback Securities, in each case by the Backstop Escrow Funding Date in accordance with Section 2.4 and/or Section 3.5, as applicable.

Examples of Backstop Party Default in a sentence

• If a Backstop Party Default occurs, the Outside Date shall be delayed only to the extent necessary to allow for the Backstop Party Replacement to be completed within the Backstop Party Replacement Period.

• Section 2.1 The Rights Offering 14 Section 2.2 The Subscription Commitment and Backstop Commitment 14 Section 2.3 Backstop Party Default 14 Section 2.4 Funding 15 Section 2.5 Closing 17 Section 2.6 No Transfer of Backstop Commitments 18 Section 2.7 Designation Rights 18 Section 2.8 Notification of Aggregate Principal Amount of Exercised Subscription Rights and Oversubscription Rights.

• Upon the occurrence of a Backstop Party Default, Parent shall send a written notice (a “Shortfall Notice”) to the Backstop Parties (other than a Defaulting Backstop Party) (the “Remaining Backstop Parties”) of (a) such Backstop Party Default, and (b) the amount of the Defaulting Backstop Party’s Backstop Commitment (the “Unfunded Backstop Commitment”).

• If a Backstop Party Default occurs, the Outside Date shall be delayed only to the extent necessary to allow for (A) the Backstop Party Replacement to be completed within the Backstop Party Replacement Period or (B) the consummation of a Cover Transaction within the Cover Transaction Period.

• Notwithstanding anything to the contrary herein, No Backstop Commitment Premium or Backstop Commitment Termination Premium shall be payable to any of the Backstop Parties (including, for avoidance of doubt, a Backstop Party who is not a Defaulting Backstop Party) in the event of any Backstop Party Default unless all of the Available Shares are purchased and actually funded by one or more Replacement Backstop Parties in accordance with Section 2.3.

More Definitions of Backstop Party Default

Backstop Party Default means (i) the failure by any Backstop Party to deliver and pay the aggregate Purchase Price (as defined below) for such Backstop Party’s Backstop Commitment Percentage of Backstop Securities by the Escrow Funding Date in accordance with Section 2.4(c), or (ii) any material breach of the Restructuring Support Agreement or this Agreement or any New Convertible Notes Documentation in effect prior to the Effective Date by any Backstop Party (or its Affiliates that are also Backstop Parties), which material breach has a material adverse effect on the Restructuring Transactions or on the ability of such Backstop Party to deliver and pay the aggregate Purchase Price for such Backstop Party’s Backstop Commitment Percentage of Backstop Securities by the Escrow Funding Date in accordance with Section 2.4(c).

Backstop Party Default has the meaning assigned to it in Section 2.7.

Backstop Party Default means (x) any Backstop Party that fails to (i) fully exercise all of its Subscription Rights pursuant to and in accordance with the Rights Offering in accordance with Section 2.2(a) hereof or (ii) deliver and pay the aggregate Purchase Price for such Backstop Party’s Backstop Commitment Percentage of any Unsubscribed New 1.5 Lien Notes by the Closing Date in accordance with Section 2.4(b) hereof or (y) any Backstop Party that denies or disaffirms such Backstop Party’s obligations in writing (electronic or otherwise) pursuant to Section 2.2(a) or Section 2.4 hereof.

Backstop Party Default means a breach of this Agreement arising if any Backstop Party (x) fails to (i) fully exercise all its Backstop Party Rights pursuant to and in accordance with Section 2.2(a) and Section 2.4 of this Agreement and to pay the applicable aggregate Purchase Price for such Subscription Shares or (ii) deliver and pay the applicable aggregate Purchase Price for such Backstop Party’s Backstop Commitment Percentage of any Unsubscribed Shares by the Subscription Escrow Funding Date in accordance with Section 2.4, (y) denies or disaffirms such Backstop Party’s obligations pursuant to this Agreement or (z) materially breaches or ceases to be party to the RSA.

Backstop Party Default means the material breach by any Backstop Party of any provision applicable to it under this Agreement, including the failure to timely fund such Backstop Party’s Initial Subscription Amount and/or Backstop Commitment, and any such defaulting Backstop Party shall be referred to as a “Defaulting Backstop Party”. Notwithstanding anything to the contrary in this Agreement, including any election by a Remaining Backstop Party to become a Backstop Replacement Party, each Defaulting Backstop Party will be liable for the consequences of its breach and each Party may enforce its rights to money damages and/or specific performance against such Defaulting Backstop Party.

Backstop Party Default means (i) the failure by any Backstop Party to deliver and pay the aggregate Purchase Price (as defined below) for such Backstop Party’s Backstop Commitment Percentage of the aggregate Unsubscribed Superpriority Notes by the Escrow Funding Date in accordance with Section 1.7(c), or (ii) any material breach of the Transaction Support Agreement or this Agreement by any Backstop Party (or its Affiliates that are also Backstop Parties), which material breach has a material adverse effect on the Transactions or on the ability of such Backstop Party to deliver and pay the aggregate Purchase Price for such Backstop Party’s Backstop Commitment Percentage of the aggregate Unsubscribed Superpriority Notes by the Escrow Funding Date in accordance with Section 1.7(c).

Backstop Party Default means (x) any Backstop Party that fails to (i) fully exercise all of its Subscription Rights pursuant to and in accordance with the Rights Offering in accordance with S ection 2.2(a) hereof or (ii) deliver and pay the aggregate Purchase Price for such Backstop Party’s Backstop Commitment Percentage of any Unsubscribed New 1.5 Lien Notes by the Closing Date in accordance with S ection 2.4(b) hereof or(y) any Backstop Party that denies or disaffirms such Backstop Party’s obligations in writing (electronic or otherwise) pursuant to S ection 2.2(a) or S ection 2.4 hereof.