Backstop Purchase definition

Backstop Purchase has the meaning assigned to it in Section 2.1.2(b) hereto.
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Backstop Purchase has the meaning ascribed to such term in the Senior Noteholder Backstop Agreement.
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Examples of Backstop Purchase in a sentence

  • To facilitate the Senior Noteholder Rights Offering and the other Restructuring Transactions, and in exchange for the Backstop Commitment Premium, the Backstop Parties have agreed to consummate the Backstop Purchase, subject to the terms and conditions set forth in the Senior Noteholder Backstop Agreement.

  • The Backstop Parties’ obligation to consummate the Backstop Purchase pursuant to the Senior Noteholder Backstop Agreement shall be contingent upon all conditions set forth in the Senior Noteholder Backstop Agreement being satisfied or otherwise waived in accordance with the Senior Noteholder Backstop Agreement.

  • There will be no over-subscription privilege in the New Preferred Equity Rights Offering, such that any Unsubscribed Equity will not be offered to other Rights Offering Participants, but rather will be purchased by the Backstop Parties (subject to their respective Backstop Equity Commitment Amounts) in accordance with the terms and conditions of the Backstop Purchase Agreement and the Backstop Order.

  • To facilitate the Rights Offerings and the other Restructuring Transactions, the Backstop Parties have agreed to purchase the Unsubscribed Securities offered for sale in the Rights Offerings, subject to the terms and conditions set forth in the Backstop Purchase Agreement.

  • The death benefit is not paid to the beneficiaries until the death of the second insured.

  • The conditions to the occurrence of the Effective Date (other than the consummation of the Senior Noteholder Rights Offering and the Backstop Purchase) set forth in the Plan shall have been satisfied or waived in accordance with the terms of the Plan.

  • For the avoidance of doubt, the total amount of Cash that will be paid for all of the New Preferred Equity offered in the New Preferred Equity Rights Offering (whether purchased in the New Preferred Equity Rights Offering or pursuant to the Backstop Purchase Agreement) shall be $75.0 million.

  • There will be no over-subscription privilege in the New Notes Rights Offering, such that any Unsubscribed Notes will not be offered to other Rights Offering Participants, but rather will be purchased by the Backstop Parties (subject to their respective Backstop Notes Commitment Amounts) in accordance with the terms and conditions of the Backstop Purchase Agreement and the Backstop Order.

  • The Rights Offerings shall be conducted by the Debtors and consummated on the terms and subject to the conditions set forth in the Rights Offering Procedures, the Backstop Purchase Agreement, and the Backstop Order.

  • Notwithstanding any other provision of the Articles of Incorporation or Bylaws, any repeal, amendment, or alteration of this Article that would result in a change in the member approval requirements for acts described herein, must be approved by a three-fourths (3/4) vote of all members of the Cooperative.

Related to Backstop Purchase

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

  • Backstop Agreement has the meaning set forth in the recitals to this Agreement.

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

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

  • Placement Agent Warrants shall have the meaning set forth in the Subscription Agreement.

  • 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.

  • 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.

  • Rights Offering Shares means, collectively, the shares of New Common Stock issued in the Rights Offering.

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

  • Stock Purchase has the meaning set forth in the Recitals.

  • Purchaser Warrants means Purchaser Private Warrants and Purchaser Public Warrants, collectively.

  • Co-Investors means each of (a) the Fund and the Fund Affiliates (excluding any of their portfolio companies) and (b) the Management Group.

  • Securities Purchase has the meaning set forth in the recitals in this Agreement. “Seller” has the meaning set forth in the introductory paragraph to this Agreement.

  • Parent Warrants means the outstanding warrants to purchase Parent Common Stock.

  • Subsequent Financing shall have the meaning ascribed to such term in Section 4.12(a).

  • Co-Investor means any of (a) the assignees, if any, of the equity commitments of any Sponsor who become holders of Equity Interests in the Borrower (or any of the direct or indirect parent companies of the Borrower) on the Original Closing Date in connection with the acquisition of the Company by the Sponsor and (b) the transferees, if any, that acquire, within 90 days of the Original Closing Date, any Equity Interests in the Borrower (or any of the direct or indirect parent companies of the Borrower) held by any Sponsor as of the Original Closing Date.

  • Share Purchase has the meaning set out in Section 2.1.

  • Debt Purchase Transaction means, in relation to a person, a transaction where such person:

  • Purchaser Shares means the common shares in the capital of the Purchaser.

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

  • Series B Warrants means, collectively, the Series B Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof and the other Series B Warrants contemplated under Section 2.1 to be issued concurrently at the Closing, which Series B Warrants shall be exercisable beginning immediately and have a term of exercise equal to five (5) years, in the form of Exhibit B-2 attached hereto.

  • Rights Offering has the meaning set forth in Section 4.1(b);

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

  • Purchaser Securities means the Purchaser Shares, Purchaser Rights, Purchaser Units, Purchaser Warrants, collectively.

  • Shares Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) of the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such; provided that, if such Person is determined not to have become an Acquiring Person pursuant to Section 1(a) hereof, then no Shares Acquisition Date shall be deemed to have occurred by virtue of such event.

  • Rights Offering Amount means $300,000,000.