Backstop Purchase Notice definition

Backstop Purchase Notice has the meaning assigned to it in Section 2.2 hereof.
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Backstop Purchase Notice means, with respect to any Backstop Commitment Party, a written notice that sets forth (i) the aggregate number of Rights Offering Shares that Rights Offering Participants validly elect to purchase in the Rights Offering and the aggregate Exercise Price therefor, (ii) if applicable, the aggregate number of Unsubscribed Shares and the aggregate Exercise Price therefore, (iii) if applicable, the aggregate number of Ascent Default Shares and the aggregate Exercise Price therefor, (iv) if applicable, the aggregate number of Net Cash Shortfall Shares and the aggregate Exercise Price therefor, (v) if applicable, the aggregate number of Backstop Commitment Shares to be issued and sold by Monitronics to such Backstop Commitment Party (based on its respective Backstop Commitment Percentage) and the aggregate Exercise Price therefor (as calculated based on clauses (i) through (v), in the aggregate, such Backstop Commitment Party’s “Backstop Commitment Share Purchase Price”) and (vi) if applicable, wire instructions for the Backstop Escrow Account to which such Backstop Commitment Party shall deliver and pay its respective Backstop Commitment Share Purchase Price obligation. The Company shall direct the Subscription Agent to promptly provide any written backup, information and documentation relating to the information contained in the applicable Backstop Purchase Notice as any Backstop Commitment Party may reasonably request.
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Backstop Purchase Notice has the meaning given to such term in Section 1.1(c) hereof.
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Examples of Backstop Purchase Notice in a sentence

  • The Company and the Plan Sponsor hereby agree that any amounts actually paid to the Company by the Plan Sponsor for any Offered Shares (which shall exclude any sales commissions, fees or expenses) it subscribes for in the Follow-on Equity Raise prior to receiving the Backstop Purchase Notice shall be deducted from, and set off against, the Plan Sponsor’s Backstop Commitment Amount.

  • On or before the fifth Business Day prior to the date of the scheduled closing of the Follow-on Equity Raise, the Company shall notify the Plan Sponsor in writing (such written notice, the “ Backstop Purchase Notice ”) as to: (i) the aggregate number of Offered Shares that have not been purchased in the Follow-on Equity Raise (the “ Unsubscribed Shares ”); and (ii) the Plan Sponsor’s consequent Backstop Obligation.

  • The Subscription Agent shall determine the number of Unsubscribed Shares, if any, in good faith, and provide the Debtors and the Backstop Purchasers with a Backstop Purchase Notice that accurately reflects the number of Unsubscribed Shares as so determined.

  • On the Effective Date, the Backstop Purchasers shall purchase only such number of Unsubscribed Shares as are listed in the Backstop Purchase Notice, without prejudice to the rights of the Backstop Purchasers to seek later an upward or downward adjustment if the number of Unsubscribed Shares in such Backstop Purchase Notice is inaccurate.


More Definitions of Backstop Purchase Notice

Backstop Purchase Notice means, with respect to any Backstop Commitment Party, a written notice that sets forth
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Backstop Purchase Notice has the meaning given to such term in Section 1.1(c) hereof. Backstop Put Option Premium: has the meaning given to such term in Section 1.6
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Related to Backstop Purchase Notice

  • Purchase Notice has the meaning set forth in Section 1.2.

  • VWAP Purchase Notice means an irrevocable written notice from the Company to the Buyer directing the Buyer to buy Purchase Shares on the VWAP Purchase Date pursuant to Section 1(c) hereof as specified by the Company therein at the applicable VWAP Purchase Price with the applicable VWAP Purchase Share Percentage specified therein.

  • Mandatory Purchase Notice means, in connection with the Mandatory Purchase of VRDP Shares, a notice substantially in the form attached to the VRDP Shares Purchase Agreement as Exhibit B, delivered by the Fund or the Tender and Paying Agent on behalf of the Fund to the Holders and the Liquidity Provider in accordance with the VRDP Shares Purchase Agreement specifying a Mandatory Purchase Date.

  • Regular Purchase Notice means, with respect to any Regular Purchase pursuant to Section 2(a) hereof, an irrevocable written notice from the Company to the Investor directing the Investor to buy such applicable amount of Purchase Shares at the applicable Purchase Price as specified by the Company therein on the Purchase Date.

  • Fundamental Change Purchase Notice has the meaning specified in Section 3.02(a)(1) hereof.

  • Repurchase Notice has the meaning set forth in Section 8.6(a).

  • Noteholder Purchase Notice has the meaning assigned to such term in Section 12.

  • Fundamental Change Repurchase Notice shall have the meaning specified in Section 15.02(b)(i).

  • Form of Fundamental Change Purchase Notice means the “Form of Fundamental Change Purchase Notice” attached as Attachment 2 to the Form of Note attached hereto as Exhibit A.

  • Form of Fundamental Change Repurchase Notice means the “Form of Fundamental Change Repurchase Notice” attached as Attachment 2 to the Form of Note attached hereto as Exhibit A.

  • Accelerated Purchase Notice means, with respect to any Accelerated Purchase made pursuant to Section 2(b) hereof, an irrevocable written notice from the Company to the Investor directing the Investor to buy a specified Accelerated Purchase Share Amount on the applicable Accelerated Purchase Date pursuant to Section 2(b) hereof at the applicable Accelerated Purchase Price.

  • Subscription Notice has the meaning set forth in Section 1.1.

  • Failed Remarketing Condition—Purchased VRDP Shares Redemption means redemption by the Corporation, at a redemption price equal to $100,000 per share plus accumulated but unpaid dividends thereon (whether or not earned or declared) to, but excluding, the date fixed by the Board of Directors for redemption, of shares of a Series of VRDP Shares that the Liquidity Provider shall have acquired pursuant to the Purchase Obligation and continued to be the beneficial owner of for federal income tax purposes for a continuous period of six (6) months during which such VRDP Shares are tendered for Remarketing on each Business Day in accordance with the Related Documents but cannot be successfully remarketed (i.e., a Failed Remarketing Condition-Purchased VRDP Shares shall have occurred and be continuing for such period of time with respect to such VRDP Shares), determined by the Corporation on a first-in, first-out basis, in accordance with and subject to the provisions of the Fee Agreement and these Articles Supplementary.

  • Put Option Notice means a notice which must be delivered to a Paying Agent by any Noteholder wanting to exercise a right to redeem a Note at the option of the Noteholder;

  • Call Option Notice means a written notice from the holder of the Call Option or the Administrator, as applicable, stating its desire to exercise the Call Option on the related Reset Date, delivered to each Clearing Agency, the Indenture Trustee, the Remarketing Agents, the Rating Agencies and, if the related class of Reset Rate Notes is then listed on the Luxembourg Stock Exchange, the Administrator will forward a copy to the Luxembourg Listing Agent (the contents of which are to be published in a leading newspaper having general circulation in Luxembourg).

  • Early Preference Share Redemption Notice means a notice of early redemption of some or all of the Preference Shares given by or on behalf of the Company in accordance with Condition 6 (Notices).

  • Closing Notice Has the meaning specified in the NPA. Company: Has the meaning specified in the first paragraph of this Trust Supplement.

  • Co-Sale Notice has the meaning set forth in Section 5.3.

  • Additional Accelerated Purchase Notice means, with respect to an Additional Accelerated Purchase made pursuant to Section 2(c) hereof, an irrevocable written notice from the Company to the Investor directing the Investor to purchase the applicable Additional Accelerated Purchase Share Amount at the Additional Accelerated Purchase Price for such Additional Accelerated Purchase in accordance with this Agreement, and specifying any Additional Accelerated Purchase Minimum Price Threshold determined by the Company.

  • Exchange Notice has the meaning set forth in Section 2.1(a)(iii).

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

  • Initial Optional Purchase Date The first Distribution Date following the date on which the Aggregate Loan Balance is less than 10.00% of the Cut-off Date Balance.

  • Series A Redemption Notice has the meaning set forth in Section 16.6(b).

  • Redemption/Distribution Notice has the meaning set forth in paragraph 4(e) of Annex I.

  • Release Notice has the meaning specified in Section 11.19(b).

  • Mandatory Purchase Date means the Purchase Date for a Mandatory Purchase in accordance with this Statement and the VRDP Purchase Agreement.