Backstop Shares definition

Backstop Shares has the meaning assigned to it in Section 2.2(a).

Backstop Shares means shares of Common Stock purchased pursuant to the Backstop Commitment.

Backstop Shares means the Rights Offering Shares purchased by the Backstop Parties pursuant to their respective Backstop Commitments as set forth in and in accordance with the terms of the Backstop Commitment Letter.

Examples of Backstop Shares in a sentence

• Subject only to Bankruptcy Court approval, each Company Party has all necessary corporate power and authority to enter into this Agreement and to carry out its obligations hereunder (including, without limitation (a) the issuance of the Backstop Shares and (b) the payment of the Commitment Payment) in accordance with the terms hereof.

• The Preferred Stock which each of the Preferred Backstop Investors purchases pursuant to this Agreement are referred to herein as such Preferred Backstop Investor’s “Backstop Shares.” For the avoidance of doubt, any shares of Preferred Stock acquired in the Rights Offering pursuant to Section 2.1(b) shall not be deemed Backstop Shares.

• The Backstop Shares shall be exempt, pursuant to section 4(a)(2) of the Securities Act and Regulation D thereunder, from registration under (i) the Securities Act and (ii) any state or local law requiring registration for the offer, issuance, or distribution of Securities.

• Sponsor has received access to and has had an adequate opportunity to review, such financial and other information as Sponsor deems necessary in order to make an investment decision with respect to the Backstop Shares, including with respect to Pubco, SPAC, the Target Companies and the transactions contemplated hereby and made its own assessment and is satisfied concerning the relevant tax and other economic considerations relevant to Sponsor’s investment in the Backstop Shares.

• Sponsor acknowledges that no PIPE Investor has acted as agent for Sponsor in connection with making its investment hereunder and no PIPE Investor will be acting as agent of Sponsor in connection with monitoring its investment in the Backstop Shares or enforcing its rights under this Agreement.

More Definitions of Backstop Shares

Backstop Shares shall have the meaning given in the Recitals hereto.

Backstop Shares means (i) 5,947,980 Ayr SVS Shares, or (ii) at the option of the Backstop Provider, non-voting exchangeable shares of CSAC Acquisition NV Corp. that (A) in the event that the Backstop Provider sells such shares to an unrelated person, subject to obtaining any required regulatory approvals, will automatically be exchanged for 5,947,980 Ayr SVS Shares, and (B) will, subject to obtaining any required regulatory approvals, automatically be exchanged for 5,947,980 Ayr SVS Shares;

Backstop Shares means the aggregate number of shares of REIT Series A Preferred Stock required to be purchased pursuant to Sections 2.1 and 2.2 hereof. 1 NTD: Schedule I will be redacted in any public disclosure so the Backstop Percentage is not disclosed unless required by the Bankruptcy Court, SEC or other regulators.

Backstop Shares shall have the meaning set forth in the A&R Forward Purchase Agreement.

Backstop Shares shall have the meaning set forth in Section 3.2(a).

Backstop Shares has the meaning given to such term in Section 1.3(a) hereof.

Backstop Shares has the meaning set forth in Section 9.17.