CCS Dissenter Standby Commitment Sample Clauses

CCS Dissenter Standby Commitment. Following the satisfaction of the Loan, if the number of Dissenter Shares multiplied by the closing price of PATY Common Stock on the first trading day immediately after the Closing Date (the “Dissenter Reserve”) exceeds $1,000,000, PATY shall, contemporaneously with its efforts to satisfy its obligations set forth in Section 2.1(b), until the Standby Commitment Date, use its best efforts to raise funds up to an amount equal to (i) the Dissenter Reserve minus (ii) $1,000,000 (the “Net Dissenter Liability”) through one or more transactions pursuant to which it shall sell PATY’s equity securities; provided, however, that the proceeds from such sale shall be used to satisfy the balance of the Sonenshine Partners Fee and fund the Dissenter Reserve Account on a pari pasu basis; and provided further that in all cases such sales of securities shall be subject to the prior approval of the PATY Board of Directors pursuant to the terms of Section 4 hereof. Such funds raised in accordance with this Section 3.2 shall be added to the Dissenter Reserve Account. If, despite its best efforts, PATY is unable to raise funds equal in value to the Net Dissenter Liability by the Standby Commitment Date, then each of the CCS Guarantors shall be obligated, and hereby agrees, to purchase, at a Five Percent Discount, on the date that is ten business days following the date when all claims by Dissenting Stockholders have been settled or adjudicated to a final decision and all opportunities for appeal have been exhausted (the “Dissenter Standby Commitment Date”), a number of shares of PATY Common Stock from PATY which is equal in value (as determined using the average closing price for the ten trading days immediately preceding the Dissenter Standby Commitment Date), after taking into account the Five Percent Discount, to a percentage of the positive amount, if any, equal to the difference between the aggregate Dissenter Liability and the greater of (A) the balance of the Dissenter Reserve Account plus the aggregate Dissenter Payments made as of such date, and (B) $1,000,000 as of the Dissenter Standby Commitment Date, equal to the percentages set forth in Section 2.2 above for each CCS Guarantor (the “CCS Dissenter Standby Commitment”). Immediately upon the consummation of such sales (the “CCS Dissenter Standby Commitment Sales”), PATY shall use the proceeds of such sales, along with the balance of the Dissenter Reserve Account, to satisfy the remaining Dissenter Liability. Notwith...