Backstop Purchase Agreement definition

Backstop Purchase Agreement means the Backstop Purchase Agreement approved by the Bankruptcy Court in the Backstop Order, a copy of which is attached hereto as Exhibit B.
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Backstop Purchase Agreement means an agreement to be executed after the Petition Date by and between the Debtors and the Backstop Parties setting forth, among other things, the commitments of the Backstop Parties with respect to the Rights Offering, the right of the Backstop Parties to the Commitment Premium, the payment or reimbursement by the Debtors of the fees, costs and expenses incurred by the Priority Backstop Parties and indemnities in favor of the Backstop Parties, which agreement shall be in form and substance reasonably acceptable to the Debtors and the Requisite Backstop Parties.
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Backstop Purchase Agreement has the meaning set forth in the Recitals hereto.
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Examples of Backstop Purchase Agreement in a sentence

  • After taking into account the exercise by any and all Class 6-A Rights Offering Recipients of their respective subscription and oversubscription rights described in the Solicitation Form, to the extent that any Rights have not been duly exercised, then the Backstop Parties shall exercise their share of such Unexercised Rights based on their respective Backstop Commitments, all in accordance with the provisions of the Subscription and Backstop Purchase Agreement.

  • Backstop Commitment Fee means the fee to be paid by Bally (and guaranteed by each of the Affiliate Debtors) to each Backstop Party in consideration for its respective Backstop Commitment, as more fully described in the Subscription and Backstop Purchase Agreement attached to this Plan as Exhibit C.

  • The Debtors intend to assume the Subscription and Backstop Purchase Agreement and consummate the transactions contemplated in such agreement, including, without limitation, payment of the Backstop Commitment Fee, in each case in accordance with the terms and conditions thereof.

  • Backstop Commitment means $90,000,000 in the aggregate, and with respect to each Backstop Party, the amount listed on Schedule 1 to the Subscription and Backstop Purchase Agreement with respect to such Backstop Party.

  • In accordance with the Subscription and Backstop Purchase Agreement, each Backstop Party shall fully exercise and subscribe for its share of the Rights prior to the Subscription Expiration Date, and shall be entitled, but not obligated, to oversubscribe for Unexercised Rights as more particularly set forth in the Subscription Form.

  • The commitments of the Backstop Parties under the Backstop Purchase Agreement will be several, not joint, obligations of the Backstop Parties, such that no Backstop Party shall be liable or otherwise responsible for the commitments of any other Backstop Party under the Backstop Purchase Agreement.

  • Any Backstop Party’s rights, obligations or interests under the Backstop Purchase Agreement may be freely assigned, delegated or transferred, in whole or in part, by such Backstop Party to (a) any other Backstop Party, (b) any Affiliate (as defined in the Restructuring Support Agreement) of a Backstop Party, or (c) any other Person that is approved in writing by the Requisite Backstop Parties prior to such assignment, delegation or transfer.

  • The Rights Offering shall be backstopped by the Backstop Parties in accordance with the terms and subject to the conditions of the Backstop Purchase Agreement.

  • All New Interests issued under the Plan (including pursuant to the Rights Offering and under the Backstop Purchase Agreement) shall be deemed to have been duly authorized, validly issued, fully paid, and non-assessable and not to have been issued in violation of any preemptive rights, rights of first refusal or similar rights or any applicable law.

  • On the Subscription Expiration Date applicable to the Class 6-A Rights Offering Recipients, all Unexercised Rights then remaining (after taking into account the exercise by any and all Class 6-A Rights Offering Recipients of their respective oversubscription rights) shall be allocated to, and exercised by, the Backstop Parties in accordance with the terms and conditions of the Subscription and Backstop Purchase Agreement.


More Definitions of Backstop Purchase Agreement

Backstop Purchase Agreement means the Backstop Purchase Agreement, dated as of [ ], 2017, by and between the Debtors and the Backstop Parties setting forth, among other things, the terms and conditions of the Rights Offerings, the Backstop Commitments, the issuance of Equity Put Option Shares and the Notes Put Option Shares, the payment of the Liquidated Damages Payment and the Backstop Expenses, and the rights to indemnification of the Backstop Parties and certain other indemnified parties, such agreement to contain representations, warranties, covenants, conditions to closing, termination rights, indemnities, reimbursements and other terms and provisions that are consistent in all material respects with the Restructuring Term Sheet and otherwise reasonably acceptable to the Requisite Parties, and the disclosures to the representations and warranties made by the Debtors in the Backstop Purchase Agreement shall be reasonably acceptable to the Requisite Backstop Parties.
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Backstop Purchase Agreement means the Backstop Purchase Agreement, dated as of September 21, 2017 (together with all exhibits, schedules and attachments thereto, as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms), by and between the Debtors and the Backstop Parties, a copy of which was filed with the Bankruptcy Court [Docket No. 434].
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Backstop Purchase Agreement has the meaning set forth in the Plan.
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Backstop Purchase Agreement means that certain Purchase Agreement, dated as of the date hereof, by and between the Company, and the Persons set forth on Schedule I thereto.
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Related to Backstop Purchase Agreement

  • Unit Purchase Agreement means the Common Unit and Class B Unit Purchase Agreement, dated as of December 1, 2006, among the Partnership and the purchasers named therein.

  • Series B Purchase Agreement means the Series B Preferred Stock Purchase Agreement with respect to the purchase and sale of shares of the Company’s Series B Preferred Stock, dated as of the date hereof, by and among the Company and the Series B Investors, as it may be amended from time to time.

  • Stock Purchase Agreement means the agreement between the Company and a Purchaser who acquires Shares under the Plan that contains the terms, conditions and restrictions pertaining to the acquisition of such Shares.

  • Share Purchase Agreement has the meaning set forth in the Recitals.

  • Securities Purchase Agreement shall have the meaning set forth in the recitals hereto.

  • Preferred Stock Purchase Agreement means the Preferred Stock Purchase Agreement, dated September 7, 2008, between the Company and the United States Department of the Treasury.

  • Series A Purchase Agreement means the Series A Preferred Unit Purchase Agreement, dated as of June 20, 2017, by and among the Partnership and the Series A Purchasers thereunder, as may be amended from time to time.

  • Note Purchase Agreement means the Note Purchase Agreement, dated as of the Issuance Date, among the Company, the Subordination Agent, the Escrow Agent, the Paying Agent, and the Pass Through Trustee under each Pass Through Trust Agreement providing for, among other things, the issuance and sale of certain equipment notes, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms.

  • hire-purchase agreement means an agreement, other than a conditional sale agreement, under which—

  • Forward Purchase Agreement means an agreement that provides for the sale of equity securities in a private placement that will close substantially concurrently with the consummation of a Business Combination.

  • Exchange Agreement has the meaning set forth in the Recitals.

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

  • Stock Purchase Agreements the meaning set forth in the recitals to this Agreement.

  • Common Stock Purchase Agreement means an agreement among the Investor and/or PJC, Emergent and any Convertible Note Holder who accepts and exchanges all of its Convertible Notes in the Convertible Note Exchange Offer and elects to participate, substantially in the form attached hereto as Exhibit A, pursuant to which Emergent will issue and sell (a) to the Investor and/or PJC, in the aggregate, 75,000,000 Shares at a price of $0.20 per share, and (b) to any Convertible Note Holder who accepts and exchanges all of its Convertible Notes in the Convertible Note Exchange Offer that so requests, for every $1,000.00 of principal amount of Convertible Notes that it tenders into the Convertible Note Exchange Offer, 500 Shares at a price of $0.20 per share; provided, that the aggregate maximum number of Shares to be so issued and sold to the Convertible Note Holders who accept and exchange all of their Convertible Notes in the Convertible Note Exchange Offer pursuant to the Common Stock Purchase Agreement shall not exceed 40,000,000.

  • Alternate VRDP Shares Purchase Agreement means any agreement with a successor liquidity provider replacing the VRDP Shares Purchase Agreement (or any replacement therefor) upon its termination in accordance with its terms and containing a Purchase Obligation substantially similar to the Purchase Obligation therein, as determined by the Fund.

  • Note Purchase Agreements means (i) that certain Note Purchase Agreement, dated as of April 16, 2014 among the Parent, the Borrower, and the purchasers party thereto, (ii) that certain Note Purchase Agreement, dated as of December 18, 2014 among the Parent, the Borrower, and the purchasers party thereto, and (iii) that certain Note Purchase Agreement, dated as of June 13, 2018, among the Parent, the Borrower, and the purchasers party thereto, in each case as amended from time to time.

  • Purchase Agreement shall have the meaning set forth in the preamble.

  • Sale and Purchase Agreement means all the agreements entered into from time to time (whether before, on or after the date of this Agreement) by the Borrower for the sale of the Units and shall include any one or more or all of the Sale and Purchase Agreements.

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

  • Initial Purchase Agreement means the Purchase Agreement (including the related Blanket Endorsement, Initial Xxxx of Sale and any attachments thereto) substantially in the form of Attachment A hereto (of which these Master Terms form a part by reference), to be executed by VL Funding, the VL Funding Eligible Lender Trustee on behalf of VL Funding, Funding and the Interim Eligible Lender Trustee on behalf of Funding, which shall certify that the representations and warranties made by VL Funding as set forth in Sections 5(A) and (B) and by the Servicer as set forth in Section 5(C) of these Master Terms are true and correct as of the Closing Date.

  • Additional Purchase Agreement means each Additional Purchase Agreement (including the related Additional Xxxx of Sale, the related Blanket Endorsement and any attachments thereto), substantially in the form of Attachment C hereto (of which these Master Terms form a part by reference, provided that in the event of a substitution, the form will be modified accordingly), to be executed by SLM ECFC, Funding and the Interim Eligible Lender Trustee for the benefit of Funding, which certifies that the representations and warranties made by SLM ECFC as set forth in Sections 5(A) and (B) of these Master Terms are true and correct as of the related Purchase Date.

  • Asset Purchase Agreement has the meaning set forth in the Recitals.

  • Loan Purchase Agreement The Loan Purchase Agreement described in the Recitals to this Agreement, which Loan Purchase Agreement incorporates the terms of the Aurora Loan Services Seller Guide, as the same may be amended from time to time.

  • Receivables Purchase Agreement means the receivables purchase agreement, dated as of the Closing Date, between AHFC and the Seller, as amended or supplemented from time to time.

  • Private Placement Warrants Purchase Agreement shall have the meaning given in the Recitals hereto.

  • Shareholder Agreement has the meaning set forth in the Recitals.