Defaulting Private Placement Party definition
Examples of Defaulting Private Placement Party in a sentence
Any Defaulting Private Placement Party shall be liable to each non-Defaulting Private Placement Party, the Company and the Reorganized Company as a result of any breach of its obligations hereunder.
For the avoidance of doubt, any Private Placement Party that fails to fulfil its obligation to fully deliver and pay the aggregate Per Share Purchase Price for such Private Placement Party’s Private Placement Commitment Percentage of any Available Shares or fully fund such Private Placement Party’s Private Placement Commitment and duly purchase all Private Placement Shares issuable to it pursuant to such exercise on the Funding Date, as applicable, shall be deemed a Defaulting Private Placement Party.
The Private Placement Ticking Premium shall be payable to the Private Placement Parties (including any Replacing Private Placement Party, but excluding any Defaulting Private Placement Party) or their designees based upon their respective Private Placement Commitment Percentages as of the Effective Date.
Any Additional Private Placement Parties that become a Private Placement Party pursuant to this Section 2.3(a) by 5:00 p.m. New York City time on December 30, 2016 following the execution of this Agreement (excluding any Defaulting Private Placement Party) is deemed to be a “Phase Two Private Placement Party”.
For certainty, if Concordia terminates this Agreement with respect to a Defaulting Private Placement Party, the Private Placement Party(s) that are not Defaulting Private Placement Party(s) shall have no liability whatsoever with respect to such Defaulting Private Placement Party.
The applicable Commitment Premium shall be payable in accordance with Section 2.5(b) and Section 3.2 hereof to the Commitment Parties (including any Replacement Backstop Party designated under Section 2.3(a) hereof or Replacement Private Placement Party designated under Section 2.3(b) hereof, but excluding any Defaulting Backstop Party or Defaulting Private Placement Party) or their Related Purchasers at the time the payment of the applicable Commitment Premium is made.
For the avoidance of doubt, no Private Placement Party shall be compelled or required, absent its prior written consent, to purchase the Private Placement Shares of any Defaulting Private Placement Party, Non-Investing Private Placement Party or Objecting Private Placement Party.
Prior to the Closing Date, no Private Placement Party and, in the event of a Private Placement Party Default, no Replacement Private Placement Party, may Transfer all or any portion of its Private Placement Commitment to any other Person (other than to another Private Placement Party that is not a Defaulting Private Placement Party), without the prior written consent of the Credit Parties.
Any Additional Private Placement Parties that become a Private Placement Party pursuant to this Section 2.3(a) by 5:00 p.m. New York City time on the third (3rd) Business Day following the execution of this Agreement (excluding any Defaulting Private Placement Party) is deemed to be a “Phase Two Private Placement Party”.
The applicable Commitment Premium shall be payable in Exit Notes in accordance with Section 3.2, to the Commitment Parties and Initial Private Placement Investors (including any Replacement Commitment Party and Replacement Private Placement Party, but excluding any Defaulting Commitment Party or Defaulting Private Placement Party) or their designees in proportion to their respective Backstop Commitment Percentages at the time the payment of the applicable Commitment Premium is made.