Common use of Additional Purchase Commitment Clause in Contracts

Additional Purchase Commitment. (a) Subject to the consummation of the Rights Offering and the terms and conditions of this Agreement, the Investors shall purchase from the Company at the Rights Subscription Price in addition to any shares of Common Stock to be purchased pursuant to the Backstop Commitment, a number of shares of Common Stock, at the Rights Subscription Price in an aggregate amount equal to $50,000,000 divided by the Rights Subscription Price (the “Additional Purchase Commitment”). Shares of Common Stock acquired by the Investors pursuant to the Additional Purchase Commitment are collectively referred to as the “Additional Acquired Shares,” and together with the Backstop Acquired Shares, the Backstop Commitment Fee Shares and the Additional Purchase Commitment Fee Shares, the “Acquired Shares”). (b) The closing of the Additional Purchase Commitment shall occur concurrently with the Closing on the Closing Date at which time the Company shall deliver to the Investors certificates representing the Additional Acquired Shares against payment by or on behalf of the Investors of the purchase price therefor (as set forth in this Section 3.1) by wire transfer in immediately available funds to the account designated by the Company. (c) In consideration for the Investors agreeing to the Additional Purchase Commitment, the Company shall pay to the Investors at Closing a fee in the amount of three million seven hundred and fifty thousand dollars ($3,750,000) payable in a number shares of unregistered Common Stock equal to $3,750,000 divided by the Rights Subscription Price (the “Additional Purchase Commitment Fee” and the shares of Common Stock issued to the Investor, “Additional Purchase Commitment Fee Shares”), independent of the Backstop Commitment Fee.

Additional Purchase Commitment. (a) Subject to the consummation of the Rights Offering and the terms and conditions of this Agreement, in the Investors shall purchase from event that the Company at the Rights Subscription Price in addition to any Investor acquires less than ten million (10,000,000) shares of Common Stock to be purchased pursuant to the Backstop Commitment (calculated including the Common Stock into which any Preferred Stock received in the Backstop Commitment pursuant to Section 2.2 is convertible) (such number of shares less than ten million (10,000,000), the “Shortfall Amount”) the Investor shall purchase (the “Additional Purchase Commitment, a ”) from the Company an additional number of shares of Common Stock, equal to the Shortfall Amount at the Rights Subscription Price in an aggregate amount equal Price. In the event a Shortfall Amount exists, the Subscription Notice shall also set forth the number of shares of Common Stock (and Preferred Stock, if any) to $50,000,000 divided be acquired by the Rights Subscription Price (Investor pursuant to the “Additional Purchase Commitment”). Shares of Common Stock (and Preferred Stock, if any) acquired by the Investors Investor pursuant to the Additional Purchase Commitment are collectively referred to as the “Additional Acquired Shares,” and together with the Backstop Acquired Shares, the Backstop Commitment Fee Shares and the Additional Purchase Commitment Fee Shares, the “Acquired Shares”). (b) The closing of the Additional Purchase Commitment shall occur concurrently with the Closing on the Closing Date at which time the Company shall deliver to the Investors Investor certificates representing the Additional Acquired Shares against payment by or on behalf of the Investors Investor of the purchase price therefor (as set forth in this Section 3.12.1) by wire transfer in immediately available funds to the account designated by the Company. (c) In consideration for the Investors Investor agreeing to the Additional Purchase Commitment, the Company shall pay to the Investors Investor at Closing a transaction fee in the amount of three million seven eight hundred and fifty thousand dollars ($3,750,000850,000) payable in a number shares of unregistered Common Stock equal to $3,750,000 divided by the Rights Subscription Price cash (the “Additional Purchase Commitment Transaction Fee” and the shares of Common Stock issued to the Investor, “Additional Purchase Commitment Fee Shares”), independent of ; it being understood and agreed that the Backstop Commitment FeeCompany shall pay the Investor the Transaction Fee whether or not there is a Shortfall Amount.