Rights Offering Shares means the shares of New Common Stock (including all Unsubscribed Shares purchased by the Commitment Parties pursuant to this Agreement) distributed pursuant to and in accordance with the Rights Offering Procedures.
Rights Offering has the meaning set forth in Section 4.1(b);
Rights Offering Amount means $50 million.
Backstop Parties means those parties that agree to backstop the Rights Offering pursuant to the Backstop Commitment Letter, each in its respective capacity as such.
Rights Offering Participants means those Persons who duly subscribe for Rights Offering Shares in accordance with the Rights Offering Procedures.
Lead Investors means collectively, BlackRock, GSO, Magnetar and, solely for purposes of Section 2.02(b), Investment Partners V (II), LLC.
Offering Shares means the shares of Common Stock included in the Units issued pursuant to this Agreement and Investor Warrant Shares.
Unsubscribed Shares means the Rights Offering Shares that have not been duly purchased by the Rights Offering Participants in accordance with the Rights Offering Procedures and the Plan.
Backstop Agreement has the meaning set forth in the recitals to this Agreement.
Subsequent Financing shall have the meaning ascribed to such term in Section 4.12(a).
Placement Agent Warrants shall have the meaning set forth in the Subscription Agreement.
Co-Investors means each of (a) the Fund and the Fund Affiliates (excluding any of their portfolio companies) and (b) the Management Group.
Backstop Commitment has the meaning set forth in Section 2.2(b).
Lead Investor means Cavalry Fund I LP.
Piggyback Offering has the meaning set forth in Section 8(a).
Selling Holders means, with respect to a specified registration pursuant to this Agreement, Holders whose Registrable Securities are included in such registration.
PIPE Investors means those certain investors participating in the PIPE Investment pursuant to the Subscription Agreements.
Public Stockholders means the holders of securities issued in the Public Offering; (vii) “Trust Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering shall be deposited; and (viii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).
Selling Stockholders means Purchaser and any other purchaser of Units in the Offering, and their respective successors and assigns.
Closing Warrants shall have the meaning ascribed to such term in Section 2.1(a)(ii).
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.
Subsequent Financing Notice shall have the meaning ascribed to such term in Section 4.12(b).
Existing Investors shall have the meaning given in the Preamble hereto.
Majority Investors means, as of any date, the holders of a majority of the Investor Shares outstanding on such date.
Insider Warrants is defined in the preamble to this Agreement.
Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).