Backstop Purchasers definition
Examples of Backstop Purchasers in a sentence
If the purchase of Common Shares and Preferred Shares by the Backstop Purchasers pursuant to this Agreement is subject to pre-acquisition notification under the merger control laws of Brazil, such notification will be submitted within the deadline as required by the laws of Brazil, so as not to materially delay the consummation of the Transactions.
If at the conclusion of such 15 day period, the Company has been unable to find a third-party Reasonably Satisfactory to the Backstop Purchasers to replace the remaining commitment of the Defaulting Backstop Purchaser, then the Company may terminate this Agreement and each Non-Defaulting Backstop Purchaser may terminate its respective obligations under this Agreement.
The Certificate of Designations shall have been filed with the office of the Delaware Secretary of State and shall be in effect as of the Effective Date, and the Company shall have provided the Backstop Purchasers with resolutions of the board of directors of the Company approving and adopting such Certificate of Designations.
To file the Plan and Disclosure Statement in the forms attached hereto, and to use reasonable best efforts, or cause CSA Canada to use reasonable best efforts, as applicable, to obtain the entry of a Confirmation Order by the Bankruptcy Court and an order of Canadian Bankruptcy Court, in form and substance Reasonably Satisfactory to the Backstop Purchasers, approving the CCAA Plan (such an order in form and substance Reasonably Satisfactory to the Backstop Purchasers, the “Sanction Order”).
Each Backstop Purchaser shall (A) promptly supply the Company with any information which may be required in order to obtain approval under the HSR Act or the merger control rules of any other jurisdiction or jurisdictions in which approval is required by Law related to the placement of Common Shares and Preferred Shares with the Backstop Purchasers, and (B) respond as promptly as practicable to any inquiries received from any Governmental Authority for additional information or documentation.
Failure of the Canadian Bankruptcy Court to issue the Sanction Order by May 28, 2010 in form and substance Reasonably Satisfactory to the Backstop Purchasers.
Neither the Company nor any of its Subsidiaries is a party to any contract, agreement or understanding with any person (other than this Agreement and the Company’s agreement with Lazard Frères & Co. LLC, as approved by a Court order dated September 11, 2009) that would give rise to a valid claim against the Company or any of its Subsidiaries or the Backstop Purchasers for a brokerage commission, finder’s fee or like payment in connection with the Transactions.
The Ancillary Agreements not approved as part of the Approval Order shall have been approved by the Bankruptcy Court and the Canadian Bankruptcy Court, each in form and substance Reasonably Satisfactory to the Backstop Purchasers, as applicable and shall have been executed by the parties thereto in substantially the same form as the form thereof filed with the Bankruptcy Court and the Canadian Bankruptcy Court, as applicable.
The Company will provide notice to the Backstop Purchasers of the Effective Date at least five Business Days prior to the Effective Date.
Notwithstanding anything to the contrary in this Agreement, the Backstop Purchasers, in their sole discretion, may designate that some or all of the Backstop Purchaser Shares, Backstop Purchaser Warrants or other shares or Warrants issued to the Backstop Purchasers be issued in the name of, and delivered to, one or more of their affiliates, as long as such issuance and delivery are in compliance with federal and state securities laws and in accordance with the provisions in Section 12 herein.