Equity Backstop Premium definition

Equity Backstop Premium means a premium equal to 8% of the aggregate amount of obligations backstopped by the Equity Backstop Parties under the Equity Backstop Agreement and which was fully earned and nonrefundable upon entry of the EBA Approval Order, payable free and clear of and without withholding on account of any taxes, treated as an Allowed Administrative Claim against each of the Estates, and paid in Cash (or, at the option of each Equity Backstop Party, in shares of New Common Equity at the Plan Equity Value, which shares shall be incremental to the Aggregate Fully Diluted Common Shares) upon closing of the Rights Offering or otherwise as set forth in the Equity Backstop Agreement, and subject to the terms and conditions of the Equity Backstop Agreement (including, without limitation, the provisions of the Equity Backstop Agreement providing for a reduction in the aggregate Equity Backstop Premium under certain circumstances set forth therein).
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Equity Backstop Premium means the backstop premium payable to the Backstop Parties in consideration for the Backstop Commitment on the terms set forth in the Backstop and Direct Investment Agreement, to be paid in shares of New Preferred Stock.
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Equity Backstop Premium means a premium equal to 10% of the $20,000,000 of aggregate Equity Backstop Commitments, payable ratably to the Equity Backstop Parties in the form of New Common Equity, issued at the New Money Equity Price (as defined in the Restructuring Term Sheet).
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Examples of Equity Backstop Premium in a sentence

  • Such amount of total shares will be calculated shortly prior to the Effective Date and will depend on the extent, if any, to which Equity Backstop Parties and/or Debt Backstop Parties elect to receive payment of the Equity Backstop Premium or Debt Backstop Premium, as applicable, in shares of New Common Equity.

  • The Debtors’ commitment to incur the Equity Backstop Premium was essential to inducing the Equity Backstop Parties to agree to fully backstop the Rights Offering in the aggregate amount of $750 million, which amount is required to make cash distributions at emergence from chapter 11 consistent with the PSA.

  • Pursuant to that agreement, the Equity Backstop Parties agree to purchase all of the New Common Equity not subscribed through the Rights Offering on a several, and not joint and several, basis, on the terms set forth therein, and in exchange for certain consideration including the Equity Backstop Premium.

  • The offering, issuance, and distribution of any Securities, including the New Common Equity and the Rights, in exchange for Claims pursuant to Article III of the Plan or pursuant to the exercise of the Rights or pursuant to the Equity Backstop Premium and the Debt Backstop Premium, shall be exempt from, among other things, the registration requirements of Section 5 of the Securities Act pursuant to section 1145 of the Bankruptcy Code.

  • In addition, I have assessed the Equity Backstop Premium and other key economic terms of the Backstop Commitment Agreement in light of (a) the overall terms and conditions of the Backstop Commitment Agreement, (b) the negotiations with the Equity Backstop Parties, and(c) the specific circumstances of these chapter 11 cases.

  • The Company paid the Equity Backstop Premium on the Effective Date in accordance with the Plan.

  • In addition to the Participation Equity associated with the Holdback Notes for which the Backstop Parties subscribe, the Lender Backstop Parties shall receive the Lender Equity Backstop Premium and the Senior Notes Backstop Parties shall receive the Senior Notes Equity Backstop Premium in exchange for their commitments as set forth in the Backstop Agreement.

  • Based on these factors, I believe that the Equity Backstop Premium is reasonable and within the range of similar payments that have been approved in connection with rights offerings in comparable chapter 11 cases.3 Moreover, assuming a successful emergence from chapter 11, the Backstop Commitment Agreement provides that the Equity Backstop Premium is payable in the form of New Common Shares, thereby not negatively impacting the Debtors’ liquidity position at the time of emergence.30.

  • Moreover, the payment of an 8% Equity Backstop Premium and payment of the Backstop Parties’ professional fees were likewise negotiated at length.

  • The Equity Backstop Premium shall be fully earned, nonrefundable and non-avoidable upon execution of this Agreement and shall be paid free and clear of any withholding or deduction on account of taxes except to the extent required by applicable law.

Related to Equity Backstop Premium

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

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

  • Issuance Amount means the aggregate Sales Price of the Shares to be sold by the Agent pursuant to any Issuance Notice.

  • Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

  • 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.

  • Exit Financing means the financing under the Exit Facility.

  • Optional Redemption Premium means, with respect to any Series, the premium (expressed as a percentage of the Liquidation Preference of the shares of such Series) payable by the Fund upon the redemption of MuniFund Term Preferred Shares of such Series at the option of the Fund, as set forth in the Appendix for such Series.

  • Change of Control Redemption Premium means 125%.

  • Prepayment Consideration shall have the meaning set forth in Section 2.3.1.

  • Initial Term Loan Repayment Amount shall have the meaning provided in Section 2.5(b).

  • Prepayment Premium means, with respect to the Mortgage Loan, any prepayment premium, spread maintenance premium, yield maintenance premium or similar fee required to be paid in connection with a prepayment of the Mortgage Loan pursuant to the Mortgage Loan Documents, including any exit fee.

  • Extended Term Loan Repayment Amount shall have the meaning provided in Section 2.5(c).

  • New Term Loan Repayment Amount shall have the meaning provided in Section 2.5(c).

  • Redemption Premium means (i) in the case of the Events of Default described in Section 4(a)(i) - (vi) and (ix) - (xii), 125% or (ii) in the case of the Events of Default described in Section 4(a)(vii) - (viii), 100%.

  • Stock Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.

  • 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).

  • Make-Whole Acquisition means the occurrence, prior to any Conversion Date, of one of the following:

  • Equity Consideration has the meaning set forth in Section 2.02.

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

  • Interest Share Amount shall have the meaning set forth in Section 2(a).

  • Acquisition Amount means, for an Acquired Receivable for which the Acquisition Amount is to be included in Available Funds for a Payment Date, the excess of (i) the present value of the Principal Balance of the Receivable as of the last day of the Collection Period immediately preceding the related Collection Period (calculated using the Discount Rate on the basis of a 360-day year of twelve 30-day months and assuming each amount is received at the end of the Collection Period in which the amount is scheduled to be received) over (ii) all cash collections and any other cash proceeds received by the Issuer on the related Receivable from (but excluding) the last day of the Collection Period immediately preceding the related Collection Period to the day on which such Receivable becomes an Acquired Receivable.

  • Equity Commitment means (a) options, warrants, convertible securities, exchangeable securities, subscription rights, conversion rights, exchange rights, or other Contracts that could require a Person to issue any of its Equity Interests or to sell any Equity Interests it owns in another Person; (b) any other securities convertible into, exchangeable or exercisable for, or representing the right to subscribe for any Equity Interest of a Person or owned by a Person; (c) statutory pre-emptive rights or pre-emptive rights granted under a Person's Organizational Documents; and (d) stock appreciation rights, phantom stock, profit participation, or other similar rights with respect to a Person.

  • Prepayment Premium Period means the period during which, if a prepayment of principal occurs, a prepayment premium will be payable by Borrower to Lender. The Prepayment Premium Period is the period from and including the date of this Note until but not including the first day of the Window Period.

  • Equity Contribution has the meaning assigned to such term in the Recitals to this Agreement.

  • Next Equity Financing means the next sale (or series of related sales) by the Company of its Preferred Stock following the Date of Issuance from which the Company receives gross proceeds of not less than $1,000,000 (excluding the aggregate amount of securities converted into Preferred Stock in connection with such sale (or series of related sales)).