Subscription and Backstop Purchase Agreement definition

Subscription and Backstop Purchase Agreement means the agreement (as amended or modified) executed by Bally and the Backstop Purchasers, which, among other things, commits the Backstop Purchasers to backstop the Rights Offering. Reference is hereby made to that certain Restructuring Support Agreement (as such agreement may be amended, modified or supplemented from time to time, the “Restructuring Support Agreement”) among Bally Total Fitness Holding Corporation, the Bally Subsidiaries and the shareholders party thereto. Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Restructuring Support Agreement. As a condition precedent to becoming the beneficial holder or owner of [______] (as defined in the Restructuring Support Agreement), the undersigned ____________ (the “Transferee”), hereby agrees to become bound by the terms, conditions and obligations set forth in the Restructuring Support Agreement. This Assumption Agreement shall take effect and shall become an integral part of the Restructuring Support Agreement immediately upon its execution and the Transferee shall be deemed to be bound by all of the terms, conditions and obligations of the Restructuring Support Agreement as of the date thereof.
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Subscription and Backstop Purchase Agreement means the agreement to be executed by Bally and the Backstop Purchasers, which, among other things, commits the Backstop Purchasers to backstop the Rights Offering, which Agreement shall be in a form consistent with the Term Sheet and otherwise on terms and conditions reasonably acceptable to Bally and the Backstop Purchasers.
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Subscription and Backstop Purchase Agreement means the agreement (as amended or modified) executed by Bally and the Backstop Purchasers, which, among other things, commits the Backstop Purchasers to backstop the Rights Offering. Exhibit A List of Consenting Subordinated Noteholders -------------------------------------------
Sample 1

Examples of Subscription and Backstop Purchase Agreement in a sentence

  • In accordance with the Subscription and Backstop Purchase Agreement, each Backstop Party shall fully exercise and subscribe for its share of the Rights prior to the Subscription Expiration Date, and shall be entitled, but not obligated, to oversubscribe for Unexercised Rights as more particularly set forth in the Subscription Form.

  • After taking into account the exercise by any and all Class 6-A Rights Offering Recipients of their respective subscription and oversubscription rights described in the Solicitation Form, to the extent that any Rights have not been duly exercised, then the Backstop Parties shall exercise their share of such Unexercised Rights based on their respective Backstop Commitments, all in accordance with the provisions of the Subscription and Backstop Purchase Agreement.

  • The Debtors intend to assume the Subscription and Backstop Purchase Agreement and consummate the transactions contemplated in such agreement, including, without limitation, payment of the Backstop Commitment Fee, in each case in accordance with the terms and conditions thereof.

  • Backstop Commitment means $90,000,000 in the aggregate, and with respect to each Backstop Party, the amount listed on Schedule 1 to the Subscription and Backstop Purchase Agreement with respect to such Backstop Party.

  • Backstop Commitment Fee means the fee to be paid by Bally (and guaranteed by each of the Affiliate Debtors) to each Backstop Party in consideration for its respective Backstop Commitment, as more fully described in the Subscription and Backstop Purchase Agreement attached to this Plan as Exhibit C.

  • It shall be a condition precedent to confirmation of this Plan that the Bankruptcy Court shall have entered a Confirmation Order reasonably acceptable in form and substance to the Debtors, the Majority Backstop Parties (if the Subscription and Backstop Purchase Agreement is then in effect) and the New Investors (if the Investment Agreement is then in effect).

  • On the Subscription Expiration Date applicable to the Class 6-A Rights Offering Recipients, all Unexercised Rights then remaining (after taking into account the exercise by any and all Class 6-A Rights Offering Recipients of their respective oversubscription rights) shall be allocated to, and exercised by, the Backstop Parties in accordance with the terms and conditions of the Subscription and Backstop Purchase Agreement.

  • Each of the Consenting Subordinated Noteholders agrees that any Backstop Commitment Fee (as defined in the Subscription and Backstop Purchase Agreement) owing to them shall be deferred and paid until the earlier of the effective date of the Amended Plan or the date of termination of this Agreement.

  • In addition, Bally and the Consenting Subordinated Noteholders each agree that (i) the definition of Restructuring Support Agreement in the Subscription and Backstop Purchase Agreement is hereby amended to mean this Agreement, and (ii) the entry into and the effectiveness of this Agreement shall neither violate nor constitute material breaches of Sections 2.3(c), 2.3(d), 6(a), 7(a), or 8.10(d) of the Subscription and Backstop Purchase Agreement.

  • However, the terms of the Subscription and Backstop Purchase Agreement contemplate that Rights Offering Senior Subordinated Notes may be purchased on different dates.


More Definitions of Subscription and Backstop Purchase Agreement

Subscription and Backstop Purchase Agreement means that certain Subscription and Backstop Purchase Agreement dated June 27, 2007 by and among Borrower and the Backstop Parties (as defined in the Plan of Reorganization).
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Related to Subscription and Backstop Purchase Agreement

  • Subscription Agreements has the meaning specified in the Recitals hereto.

  • Preferred Stock Purchase Agreement means the Preferred Stock Purchase Agreement, dated September 7, 2008, between the Company and the United States Department of the Treasury.

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

  • Subscription Agreement has the meaning set forth in the recitals.

  • Unit Purchase Agreement means the Common Unit and Class B Unit Purchase Agreement, dated as of December 1, 2006, among the Partnership and the purchasers named therein.

  • Common Stock Purchase Agreement means an agreement among the Investor and/or PJC, Emergent and any Convertible Note Holder who accepts and exchanges all of its Convertible Notes in the Convertible Note Exchange Offer and elects to participate, substantially in the form attached hereto as Exhibit A, pursuant to which Emergent will issue and sell (a) to the Investor and/or PJC, in the aggregate, 75,000,000 Shares at a price of $0.20 per share, and (b) to any Convertible Note Holder who accepts and exchanges all of its Convertible Notes in the Convertible Note Exchange Offer that so requests, for every $1,000.00 of principal amount of Convertible Notes that it tenders into the Convertible Note Exchange Offer, 500 Shares at a price of $0.20 per share; provided, that the aggregate maximum number of Shares to be so issued and sold to the Convertible Note Holders who accept and exchange all of their Convertible Notes in the Convertible Note Exchange Offer pursuant to the Common Stock Purchase Agreement shall not exceed 40,000,000.

  • Series B Purchase Agreement has the meaning set forth in the Recitals.

  • Private Placement Warrants Purchase Agreement shall have the meaning given in the Recitals hereto.

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

  • Stock Purchase Agreement means the agreement between the Company and a Purchaser who acquires Shares under the Plan that contains the terms, conditions and restrictions pertaining to the acquisition of such Shares.

  • Warrant Purchase Agreement means a warrant purchase agreement under which a Warrant is issued entered into by Borrower and an Affiliate of Lenders contemporaneously with the execution of this Loan Agreement.

  • Share Purchase Agreement has the meaning set forth in the Recitals.

  • Securities Purchase Agreement means that certain securities purchase agreement, dated as of the Subscription Date, by and among the Company and the initial holders of the Notes pursuant to which the Company issued the Notes, as may be amended from time to time.

  • Founder Shares Purchase Agreement shall have the meaning given in the Recitals hereto.

  • Alternate VRDP Shares Purchase Agreement means any agreement with a successor liquidity provider replacing the VRDP Shares Purchase Agreement (or any replacement therefor) upon its termination in accordance with its terms and containing a Purchase Obligation substantially similar to the Purchase Obligation therein, as determined by the Fund.

  • Forward Purchase Agreement means an agreement that provides for the sale of equity securities in a private placement that will close substantially concurrently with the consummation of a Business Combination.

  • Subscriber Agreement means an agreement that governs the issuance and use of a Certificate that the Applicant must read and accept before receiving a Certificate.

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

  • Stock Purchase Agreements the meaning set forth in the recitals to this Agreement.

  • Series A Purchase Agreement means the Series A Preferred Unit Purchase Agreement, dated as of June 20, 2017, by and among the Partnership and the Series A Purchasers thereunder, as may be amended from time to time.

  • Share Exchange Agreement has the meaning specified in the Recitals.

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

  • 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.

  • Sale and Purchase Agreement means all the agreements entered into from time to time (whether before, on or after the date of this Agreement) by the Borrower for the sale of the Units and shall include any one or more or all of the Sale and Purchase Agreements.

  • Subscription Plan means a fixed term plan which relates to the Licensed Services as specified in the PGi Service Agreement

  • hire-purchase agreement means an agreement, other than a conditional sale agreement, under which—