Purchase of Underlying Shares. In connection with the transactions contemplated hereby, Gotham agrees to (i) cause Underlying Shares (issued not later than the Effective Time) to be purchased from GGC (either in connection with this Agreement or otherwise) or (ii) have Subscription Rights exercised (including in connection with (A) the exercise by any holder of Company Common Shares of his or her Basic Subscription Privilege or Oversubscription Privilege or (B) GGC's exercise of its Over-allotment Right), in any case such that Underlying Shares (issued not later than the Effective Time) are purchased from GGC, for an aggregate cash purchase price of at least $10,000,000. For the purpose of clarity, it is acknowledged and agreed that Gotham shall be deemed to have complied with the foregoing sentence whether the subject Underlying Shares are purchased directly by Gotham, its affiliates, any third party or otherwise.
