Backstop Pool definition

Backstop Pool shall equal a number of shares of PubCo Common Stock equal to the lower of (1) 506,000, and (2) 20% of the aggregate number of SPAC Shares and SPAC Rights issued and outstanding immediately prior to the Effective Time.
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Backstop Pool shall equal a number of SPAC Shares equal to the lower of (1) 1,012,000, and (2) 40% of the aggregate number of SPAC Shares and SPAC Rights issued and outstanding immediately prior to the Effective Time.
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Backstop Pool means 15% of the Rights.
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Examples of Backstop Pool in a sentence

  • Eligible Holders will be entitled to subscribe for and to acquire 85% of the Rights being offered pursuant to the Rights Offering plus any of the Rights in the Backstop Pool not acquired by the members of the Backstop Investors, subject to the Backstop Commitment Agreement and in accordance with the terms of the Rights Offering Procedures.

  • At the Effective Time and following the Domestication, the holder of each SPAC Share that is issued and outstanding immediately prior to the Effective Time shall be entitled to receive, with respect to each SPAC Share other than each SPAC Share held by any SPAC Initial Shareholder, such number of SPAC Shares equal to the Pro Rata Share represented by such SPAC Share of the Backstop Pool (the “SPAC Public Share Exchange Ratio”), in each case subject to rounding pursuant to Section 4.1(h).

  • The Backstop Investors has agreed to backstop the Rights Offering in accordance with the terms of the Backstop Commitment Agreement in exchange for a $6.25 million backstop fee and the right to subscribe for and to acquire up to 100% of the Backstop Pool, in accordance with the terms of the Rights Offering Procedures and the Backstop Commitment Agreement.

  • Also in exchange for commitment, the Backstop Investors also will be entitled to subscribe for and to exercise up to 15% of the Rights, i.e., 2,812,359 shares ---- (the "Backstop Pool").(46) Accordingly, the Eligible Holders will be entitled to subscribe for 15,936,703 shares, plus any amount of the Backstop Pool for which the Backstop Investors do not elect to subscribe, up to a maximum of 18,749,062 shares.

  • Also in exchange for commitment, the Backstop Group also will be entitled to subscribe for and to exercise up to 15% of the Rights, i.e., 2,812,359 shares ---- (the "Backstop Pool").(41) Accordingly, the Eligible Holders will be entitled to subscribe for 15,936,703 shares, plus any amount of the Backstop Pool for which the Backstop Group does not elect to subscribe, up to a maximum of 18,749,062 shares.


More Definitions of Backstop Pool

Backstop Pool set forth in Exhibit A to the Merger Agreement is hereby amended and restated in its entirety to read as follows: “The ‘Backstop Pool’ shall equal a number of shares of PubCo Common Stock equal to the lower of (1) 1,012,000, and (2) 40% of the aggregate number of SPAC Shares and SPAC Rights issued and outstanding immediately prior to the Effective Time.”
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Related to Backstop Pool

  • Backstop Commitment has the meaning set forth in Section 2.2(b).

  • Backstop Parties means, collectively, the Initial Backstop Parties and the Additional Backstop Parties.

  • Backstop Commitment Agreement means that certain Backstop Commitment Agreement, by and between CEOC and the PropCo Preferred Backstop Investors party thereto from time to time, as the same may be amended, amended and restated, supplemented, or otherwise modified from time to time in accordance with its terms, the form of which shall be included in the Plan Supplement.

  • Backstop Agreement means that certain backstop commitment agreement by and among the Backstop Parties, Valaris, and the other Debtor parties thereto, as amended by that certain amended backstop commitment agreement, dated February 5, 2021, by and among the Backstop Parties, Valaris, and the other Debtor parties thereto, as may be further amended, supplemented, or modified from time to time, setting forth, among other things, the terms and conditions of the Rights Offering and the Backstop Commitments, attached as Exhibit 2 to the Restructuring Term Sheet.

  • Pre-Funded Warrants means, collectively, the Pre-Funded Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Pre-Funded Warrants shall be exercisable immediately and shall expire when exercised in full, in the form of Exhibit A-2 attached hereto.

  • Unsubscribed Shares means the Rights Offering Shares that have not been duly purchased by the Rights Offering Participants in accordance with the Rights Offering Procedures and the Plan.

  • Series Invested Amount means the Initial Invested Amount.

  • Exit Financing means the financing under the Exit Facility.

  • Rights Offering Amount means $50 million.

  • Next Equity Financing means the next sale (or series of related sales) by the Company of its Preferred Stock following the Date of Issuance from which the Company receives gross proceeds of not less than $1,000,000 (excluding the aggregate amount of securities converted into Preferred Stock in connection with such sale (or series of related sales)).

  • Long Stop Date has the meaning given to it in Clause 4.3;

  • Exit Facility means a credit facility that will be entered into by the City, the Exit Facility Agent and the other financial institutions party thereto on the Effective Date on substantially the terms set forth on Exhibit I.A.119.

  • Purchaser Group means, at any time, the group of companies comprised of the Purchasers, the Guarantor and the Guarantor’s subsidiaries at that time.

  • Class B Invested Amount means, on any date of determination, an amount equal to (a) the Class B Initial Invested Amount, minus (b) the aggregate amount of principal payments made to the Class B Certificateholders prior to such date, minus (c) the aggregate amount of Class B Investor Charge-Offs for all prior Distribution Dates, minus (d) the amount of Reallocated Principal Collections allocated on all prior Distribution Dates pursuant to subsection 4.08(a) (excluding any Reallocated Principal Collections that have resulted in a reduction in the Collateral Invested Amount pursuant to Section 4.08), minus (e) an amount equal to the amount by which the Class B Invested Amount has been reduced on all prior Distribution Dates pursuant to subsection 4.06(a) and plus (f) the amount of Excess Spread and Excess Finance Charge Collections allocated and available on all prior Distribution Dates pursuant to subsection 4.07(e) for the purpose of reimbursing amounts deducted pursuant to the foregoing clauses (c), (d) and (e); provided, however, that the Class B Invested Amount may not be reduced below zero.

  • JPM shall have the meaning assigned to such term in the preamble to this Agreement.

  • PIPE Investment Amount means the aggregate gross purchase price received by Acquiror prior to or substantially concurrently with Closing for the shares in the PIPE Investment.

  • First Tranche means the amount of the Loan allocated to the category entitled “First Tranche” in the table set forth in Part B of Section II of Schedule 1 to this Agreement.

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

  • Revolving Loan Commitment Amount means, on any date, $30,000,000, as such amount may be reduced from time to time pursuant to Section 2.2.

  • Commitment Amount means the aggregate amount of up to Ten Million Dollars ($10,000,000) which the Investor has agreed to provide to the Company in order to purchase the Company's Common Stock pursuant to the terms and conditions of this Agreement.

  • Initial Commitment means, as to the Lender, its obligation to make an Initial Loan to the Borrower pursuant to Section 2.01(a) in an aggregate amount not to exceed the amount set forth opposite the Lender’s name in Schedule 1.01A under the caption “Initial Commitment”, as such amount may be adjusted from time to time in accordance with this Agreement (including Section 2.14). The initial aggregate amount of the Initial Commitments is $75,000,000.

  • Performing Cash Pay Mezzanine Investments means Mezzanine Investments (a) as to which, at the time of determination, not less than 2/3rds of the interest (including accretions and “pay-in-kind” interest) for the current monthly, quarterly, semi-annual or annual period (as applicable) is payable in cash and (b) which are Performing.

  • Total Commitment Amount means, at any particular time, the aggregate of the Individual Commitments of all of the Lenders at such time.

  • Defaulting Investor means any Investor that has (a) failed to make a payment required to be made by it under the terms of this Agreement within one (1) Business Day of the day such payment is required to be made by such Investor thereunder, (b) notified the Administrative Agent in writing that it does not intend to make any payment required to be made by it under the terms of this Agreement within one (1) Business Day of the day such payment is required to be made by such Investor thereunder or (c) become the subject of an Event of Bankruptcy.

  • Term Loan Commitment Amount means, with respect to each Lender, the sum of such Lender’s Term Loan Tranche 1 Commitment Amount and Term Loan Tranche 2 Commitment Amount.