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.
In consideration of the purchase and retention by Investor of the Backstop Shares through the Closing in accordance with the terms of this Agreement, Pubco agrees that, not later than ten (10) days following the Closing, it will issue to Investor 0.25 Pubco Ordinary Shares for each Backstop Share held and retained by Investor in accordance with the terms of this Agreement (such Pubco Ordinary Shares, the “Additional Shares”, and together with the Backstop Shares, the “Securities”).
Without limiting the generality of the foregoing, Sponsor has not relied on any statements or other information provided by anyone other than Pubco and SPAC concerning Pubco or SPAC, respectively, or the Backstop Shares or the offer and sale of the Backstop Shares.
The acquisition and issuance of the Backstop Shares (the “Backstop Closing”) shall occur on the same day as, and immediately prior to, the Second Merger Closing (the date of the Backstop Closing, the “Backstop Closing Date”) upon the terms and subject to the conditions set forth herein.