Standby Commitment. Subject to and in accordance with the terms hereof, the Standby Purchaser hereby agrees to purchase from CDB, and CDB hereby agrees to sell to the Standby Purchaser, at the Subscription Price and on the Closing Date, (i) such number of Rights Shares that results from the Standby Purchaser fully subscribing and exercising its Rights under the Basic Subscription Privilege and (ii) such number of Rights Shares, if any, that are not purchased upon exercise of the Rights under the Rights Offering but excluding Rights Shares (the “Excluded Rights Shares”) that are issuable to JCHX Mining Management Co., Ltd. and its affiliates under Rights issued to it (the “Standby Shares”). For certainty, the aggregate number of Standby Shares to be purchased pursuant to this Section 2.4 will be equal to: (a) the number of Rights Shares authorized to be issued on the Record Date pursuant to the exercise of the Rights; minus (b) the Excluded Rights Shares and the number of Rights Shares subscribed for and taken up under the Rights Offering by holders of Rights (including, for greater certainty and without limitation, pursuant to the Additional Subscription Privilege and any Rights Shares subscribed for under the Rights Offering by the Standby Purchaser) (such commitment referred to as the “Standby Commitment”).
Standby Commitment. Subject to and in accordance with the terms hereof, each of the Standby Purchasers hereby severally and not jointly agrees to purchase from PERC (or to cause to be purchased from PERC by one or more of its Affiliates as the Standby Purchasers designate in a notice to PERC and that satisfies the Substituted Purchaser Conditions, in each case not less than two Business Days prior to the Closing Date (each such Affiliate referred to as a “Substituted Standby Purchaser”)), and PERC hereby agrees to sell to the Standby Purchasers or any Substituted Standby Purchasers, as the case may be, at the Subscription Price and on the Closing Date, all of the Subscription Receipts that were not otherwise subscribed for and taken up under the Rights Offering by holders of Rights prior to the Expiry Time (including pursuant to the Additional Subscription Privilege) (the “Standby Subscription Receipts”). In this regard each of the Standby Purchasers severally agrees to exercise its Basic Subscription Privilege in accordance with Section 6.1(f) and agrees to acquire the Standby Subscription Receipts in the proportion set forth opposite its name in Schedule B. The aggregate number of the Subscription Receipts to be purchased pursuant to this Section 2.2 will be equal to: (i) the number of Subscription Receipts authorized to be issued on the Record Date pursuant to the exercise of the Rights, minus (ii) the number of Subscription Receipts subscribed for and taken up under the Rights Offering by holders of Rights (including, for greater certainty and without limitation, pursuant to the Additional Subscription Privilege and any Subscription Receipts subscribed for and taken up under the Rights Offering by the Standby Purchasers or the Substituted Standby Purchasers) (such commitment referred to as the “Standby Commitment”), provided that the gross amount to be delivered in trust pursuant to the Subscription Receipt Agreement as a result of the Rights Offering will be U.S.$50,000,000 (the “Offering Amount”) and no more or less. No Standby Purchaser will be responsible or liable for any breach or default by any other Standby Purchaser of such Standby Purchaser’s obligations hereunder.
Standby Commitment. (a) Subject to and in accordance with the provisions hereof, Glencore hereby agrees to subscribe for and PolyMet hereby agrees to issue to Glencore at the Exercise Price and on the Rights Offering Closing Date, as fully paid and non-assessable Shares, such number of Shares (the "Standby Shares") equal to the lesser of: (A) the number of Shares available under the Maximum Investment; and (B) the result of (x) minus (y), where: (x) equals the number of Shares determined by dividing US$60 million by the Exercise Price; and (y) equals the number of Shares subscribed for and taken up under the Rights Offering by holders of Rights, including Glencore, pursuant to the Basic Subscription Right and Additional Subscription Privilege (if any) (such commitment referred to as the "Standby Commitment").
(b) Glencore and PolyMet hereby agree that it is the intent of both Parties that Glencore, by virtue of acting as Standby Purchaser hereunder, shall not be deemed an "underwriter" or deemed to be engaged in broker-dealer activity requiring registration as defined in Applicable Securities Laws, and Glencore and PolyMet shall in the fulfillment of their obligations hereunder act in accordance with this mutual understanding.
Standby Commitment. Upon payment of the Purchase Price and the delivery of the Securities, the Commitment Amount shall be reduced to $9,000,000, which may be drawn and/or reduced by the Company as provided in the Note Purchase Agreement.
Standby Commitment. Subject to and in accordance with the limitation set out in this Section 2.3 and the other terms hereof, if Postmedia proceeds with the Rights Offering, the Standby Purchaser hereby agrees to purchase from Postmedia, and Postmedia hereby agrees to sell to the Standby Purchaser, at the Issue Price and on the Closing Date, any Subscription Receipts that are not otherwise subscribed for in the Rights Offering by holders of Rights prior to the Expiry Time (the “Standby Subscription Receipts”). In this regard and to the extent that the Rights Offering is made in the applicable jurisdiction of residence of the Standby Purchaser, the Standby Purchaser agrees to exercise its Basic Subscription Privilege. The aggregate number of Subscription Receipts required to be purchased pursuant to this Section 2.3 will be equal to: (i) the number of Subscription Receipts authorized to be issued on the Record Date pursuant to the exercise of the Rights, minus (ii) the number of Subscription Receipts subscribed for and taken up under the Rights Offering by holders of Rights (including, for greater certainty and without limitation, pursuant to the Additional Subscription Privilege) (such commitment referred to as the “Standby Commitment”).
Standby Commitment. (a) The Purchasers hereby commit, jointly but not severally, (the "Standby Commitment") that, in addition to the payment of the Purchase Price, they shall provide the Company (on a pro rata basis based on the allocation of the Purchase Price as set forth in Section 2.2 hereof), at the Company's option up to an aggregate of $12 million (the "Commitment Amount") at any time prior to January 1, 2001 in one or more tranches as requested by the Company; provided, however, that the Commitment Amount shall be reduced by the gross proceeds received by the Company or any of its Subsidiaries from the issuance after the date hereof of any equity or convertible securities, (excluding financing provided by the Purchasers pursuant to this Agreement and any trade payables and other financing arrangements entered into in the ordinary course of business, but including, for purposes of clarification, the Next Round). The Standby Commitment shall be provided on terms that are consistent with those in the market at the time the Standby Commitment is drawn for similar investments by investors similar to the Purchasers in companies similar to the Company.
(b) The Company shall notify the Purchasers in writing within two Business Days of the receipt of any funds that would reduce the Commitment Amount; provided that the Commitment Amount shall automatically be reduced whether or not the Company provides such notice.
Standby Commitment. Subject to and in accordance with the terms hereof, Microcell agrees that COM Canada shall act as the exclusive standby purchaser for such Rights Offering and Microcell shall sell to COM Canada, and COM Canada shall purchase on the Closing Date, all of the Class B Shares that were not otherwise subscribed to in the Rights Offering by holders of Rights prior to the Expiry Time (and, for greater certainty, COM Canada shall purchase Class B Shares hereunder only to the extent that such Class B Shares were not otherwise subscribed to by a holder of Rights prior to the Expiry Time, including pursuant to his or her Additional Subscription Privilege) (the “Standby Shares”).
Standby Commitment. (a) To the extent any Unsubscribed Shares have not theretofore been subscribed and paid for in the Rights Offering (the "Remaining Shares"), on the General Expiration Date, the Company will provide Tathxx Xxxthers with a notice in writing setting forth the number of Remaining Shares and the aggregate subscription price therefor as provided in Section 4.2 of the Contribution Agreement. No later than the Final Expiration Date, Tathxx Xxxthers shall purchase from the Company (and the Company shall sell to Tathxx Xxxthers), at the subscription price of $3.25 per Remaining Share, that number of such Remaining Shares, if any, which is necessary to provide the Company with net proceeds from the Rights Offering at least equal to $75 million.
(b) At the closing of the purchase and sale of such Remaining Shares, Tathxx Xxxthers shall make payment in cash to the Company of the subscription price for the Remaining Shares purchased by Tathxx Xxxthers and, except as otherwise required by the Letter of Credit described in Section 3, the Company shall deliver to Tathxx Xxxthers stock certificates representing the Remaining Shares purchased pursuant to this Agreement (the "Acquired Shares"), free and clear of all liens, charges and encumbrances (other than those created by Tathxx Xxxthers).
(c) In consideration for Tathxx Xxxthers' commitment to purchase any Remaining Shares, Tathxx Xxxthers will receive from Offshore a fee pursuant to the Purchase Commitment Agreement, dated as of even date herewith, between Tathxx Xxxthers and Offshore.
Standby Commitment. Upon payment of the Purchase Price and the delivery of the Securities, the Commitment Amount shall be reduced to zero and no further amount is available to the Company pursuant to the Note Purchase Agreement.
Standby Commitment. Upon the terms and subject to the conditions set forth herein, XXXX agrees to sell to FRP, and FRP agrees to purchase from MOXY (the "STANDBY COMMITMENT"), at the Subscription Price, all the shares of Common Stock issuable upon exercise of the Rights if and to the extent that such shares of Common Stock are not purchased by Holders pursuant to the exercise of the Rights, including the Oversubscription Privilege (such unpurchased shares being referred to as the "EXCESS SHARES"). Subject to Section 3 below, payment of the aggregate Subscription Price for the Excess Shares shall be made on the third business day following the Expiration Date (the "CLOSING DATE"), against delivery to FRP of certificates evidencing the shares of Common Stock purchased by it, in immediately available funds by wire transfer to an account of MOXY designated by MOXY by notice to FRP no later than one business day prior to the Closing Date.
