Equity Backstop Agreement definition

Equity Backstop Agreement means that certain Equity Backstop Commitment Agreement, among the Debtors and the Equity Backstop Parties (including all exhibits, schedules, attachments and/or addendum thereto), pursuant to which the Equity Backstop Parties have agreed to backstop the Rights Offering.
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Examples of Equity Backstop Agreement in a sentence

  • To guard against this possibility, the Equity Backstop Parties have agreed, pursuant to the Equity Backstop Agreement, to backstop, on a several, and not joint and several, basis, the Rights Offering and to purchase any of the Rights Offering Equity that is not subscribed for by the Holders of Notes Claims.

  • Termination of the Restructuring Support Agreement, the Equity Backstop Agreement, or the Debt Backstop Agreement could result in protracted Chapter 11 Cases, which could significantly and detrimentally impact the Debtors’ relationships with vendors, suppliers, employees, and major customers.

  • The Restructuring Support Agreement, the Equity Backstop Agreement, and the Debt Backstop Agreement each contain certain provisions that give the parties thereto the ability to terminate the applicable agreement upon the occurrence or non-occurrence of certain events, including failure to achieve certain milestones in these Chapter 11 Cases.

  • Subject to the conditions to the Effective Date, the Debtors reserve the right, subject to the terms of the Restructuring Support Agreement, the Equity Backstop Agreement, and the Debt Backstop Agreement, to revoke or withdraw the Plan prior to the entry of the Confirmation Order and to file subsequent plans of reorganization.

  • The Equity Backstop Agreement remains in full force and effect in accordance with its terms and shall not have been terminated in accordance with its terms and the closing of the transactions contemplated thereunder has occurred or shall occur substantially simultaneously with the Closing.

  • The settlement of the Rights Offering is conditioned on confirmation of the Plan by the Bankruptcy Court, compliance by the Debtors with these Rights Offering Procedures, satisfaction of the conditions precedent set forth in the Equity Backstop Agreement and the simultaneous occurrence of the Effective Date.

  • Each Consenting Creditor that is a Backstop Party entitled to receive a Structuring Premium and the Company hereby agree to work in good faith to negotiate and execute the Equity Backstop Agreement and the Debt Backstop Agreement as promptly as practicable after the date of this Agreement, with each such agreement to be in customary form for agreements of such type.

  • The Rights Offering will be conducted on the terms and conditions to be set forth in the Equity Backstop Agreement to be entered into after the date of the Restructuring Support Agreement and an order of the Bankruptcy Court approving the Debtors’ entry into the Equity Backstop Agreement (the “BCA Approval Order”).

  • New Hexion Common Shares purchased pursuant to the Equity Backstop Agreement shall be issued in reliance on the exemption from the registration requirements of the federal securities laws pursuant to section 1145 of the Bankruptcy Code to the maximum extent permitted by law, and otherwise in reliance on the exemption from the registration requirements of the federal securities laws pursuant to Section 4(a)(2) and/or Regulation S of the Securities Act, or another available exemption from registration.

  • Registration Rights Registration rights (including piggyback registration rights) will be provided to the Equity Backstop Parties to the extent they receive any “restricted” or “control” New Hexion Common Shares (but shall be provided with respect to all New Hexion Common Shares such Equity Backstop Parties receive) under the Securities Act, on terms (including time periods, “cut back” provisions, lockup agreements) and conditions determined as set forth in the Equity Backstop Agreement.

Related to Equity Backstop Agreement

  • Backstop Agreement has the meaning set forth in the recitals to this Agreement.

  • Backstop Commitment Agreement means that certain Backstop Commitment Agreement, by and between CEOC and the PropCo Preferred Backstop Investors party thereto from time to time, as the same may be amended, amended and restated, supplemented, or otherwise modified from time to time in accordance with its terms, the form of which shall be included in the Plan Supplement.

  • Equity Contribution Agreement means the Equity Contribution Agreement, to be dated as of the Closing Date, by and among Guarantor, Borrower and Administrative Agent.

  • Equity Commitment Letter has the meaning set forth in Section 5.5(a).

  • Equity Commitment Letters has the meaning set forth in Section 6.6(a).

  • Investment Agreement shall have the meaning set forth in the Recitals hereto.

  • Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.

  • Support Agreement has the meaning set forth in the Recitals.

  • OP Agreement means the agreement of limited partnership of ATA Holdings, as amended and in effect from time to time.

  • Restructuring Support Agreement has the meaning set forth in the Recitals.

  • Exchange Agreement has the meaning set forth in the Recitals.

  • Alternative Acquisition Agreement has the meaning set forth in Section 5.3(d).

  • Acquisition Agreement means a letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement.

  • Reinvestment Agreement means a guaranteed reinvestment agreement from a bank, insurance company or other corporation or entity, in each case, at the date of such acquisition having a credit rating of at least A-1 from S&P and at least P-1 from Moody’s; provided that such agreement provides that it is terminable by the purchaser, without penalty, if the rating assigned to such agreement by either S&P or Xxxxx’x is at any time lower than such ratings.

  • Backstop Commitment has the meaning set forth in Section 2.2(b).

  • Lock-Up Agreement means the Lock-Up Agreement, dated as of the date hereof, by and among the Company and the directors and officers of the Company, in the form of Exhibit B attached hereto.

  • Investment Agreements has the meaning set forth in the Recitals.

  • Exchange Agreements means the GSK Exchange Agreement, the Pfizer Exchange Agreement and the SLP Exchange Agreement;

  • Shareholder Agreement has the meaning set forth in the Recitals.

  • Restructuring Agreement shall have the meaning set forth in the recitals.

  • Limited Condition Acquisition Agreement means, with respect to any Limited Condition Acquisition, the definitive acquisition documentation in respect thereof.

  • Company Acquisition Agreement has the meaning set forth in Section 5.04(a).

  • Shareholder Agreements has the meaning set forth in the recitals to this Agreement.

  • Contribution Agreement means that certain Contribution and Conveyance Agreement, dated as of the Closing Date, among the General Partner, the Partnership, the Operating Partnership and certain other parties, together with the additional conveyance documents and instruments contemplated or referenced thereunder, as such may be amended, supplemented or restated from time to time.

  • Exit Financing means the financing under the Exit Facility.

  • Lockup Agreement means a Lockup Agreement in the form of Exhibit C hereto.