Standby Commitment. (a) Subject to and in accordance with the terms hereof, the Standby Purchaser will purchase, or will cause a Substituted Standby Purchaser to purchase, from Lorus, and Lorus hereby agrees to sell to the Standby Purchaser or any Substituted Standby Purchaser, as the case may be, at the Subscription Price and on the Closing Date that number of Units as have an aggregate Subscription Price not to exceed $4 million, less the amounts paid by the Standby Purchaser and any Substituted Standby Purchaser on exercising their respective Basic Subscription Privileges (the “Standby Units”).
(b) The Standby Purchaser will exercise its Basic Subscription Right in accordance with Section 5.1(f).
(c) The number of Units to be purchased by the Standby Purchaser or the Substituted Standby Purchaser (the “Available Shares”) pursuant to this Section 2.2 will be calculated as:
(i) the number of Units authorized to be issued on the Record Date pursuant to the exercise of the Rights; minus
(ii) the number of Units 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 Units subscribed for and taken up under the Rights Offering by the Standby Purchaser and any Substituted Standby Purchaser); provided that the gross proceeds from the Rights Offering will not exceed approximately $5.6 million and provided further that the aggregate Subscription Price to be paid by the Standby Purchaser and any Substituted Standby Purchaser will not exceed $4 million including all amounts paid by the Standby Purchaser and any Substituted Standby Purchaser on exercising their respective Basic Subscription Privileges.
(d) The commitments by and agreements of, the Standby Purchaser referred to in this Section 2.2 are referred to as the “Standby Commitment”.
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. 3.1 Upon and subject to the terms and conditions of this Agreement, 22NW hereby agrees that, in addition to the exercise in full of its Basic Subscription Privilege, if less than all the Rights Shares are subscribed for under the Rights Offering, it or its Permitted Assignee(s) in accordance with Section 9.8 will subscribe for and purchase from DIRTT, and DIRTT hereby agrees to issue and sell to 22NW or its Permitted Assignee(s), at the Subscription Price, 50% of all Rights Shares that remain unsubscribed for by holders of the Rights other than the Standby Purchasers following the Basic Subscription Privilege and the Over-Subscription Privilege (such portion of unsubscribed Rights Shares being the “22NW Standby Shares”) (the “22NW Standby Commitment”), provided that the aggregate subscription price of the Rights Shares purchased pursuant to the 22NW Standby Commitment (including those acquired under 22NW’s Basic Subscription Privilege and Over-Subscription Privilege, if any) shall not exceed C$15,000,000.
3.2 Upon and subject to the terms and conditions of this Agreement, 726 hereby agrees that, in addition to the exercise in full of its Basic Subscription Privilege, if less than all the Rights Shares are subscribed for under the Rights Offering, it or its Permitted Assignee(s) in accordance with Section 9.8 will subscribe for and purchase from DIRTT, and DIRTT hereby agrees to issue and sell to 726 or its Permitted Assignee(s), at the Subscription Price, 50% of all Rights Shares that remain unsubscribed for by holders of the Rights other than the Standby Purchasers following the Basic Subscription Privilege and the Over-Subscription Privilege (such portion of unsubscribed Rights Shares being the “726 Standby Shares” and together with the 22NW Standby Shares, the “Standby Shares”) (the “726 Standby Commitment” and together with the 22NW Standby Commitment, the “Standby Commitments”), provided that the aggregate subscription price of the Rights Shares purchased pursuant to the 726 Standby Commitment (including those acquired under 726’s Basic Subscription Privilege and Over-Subscription Privilege, if any) shall not exceed C$15,000,000.
3.3 Each Standby Purchaser or its Permitted Assignee(s) shall:
(a) first, subscribe for all of such number of Rights Shares which (i) such Standby Purchaser; and (ii) any of its Permitted Assignee(s), are entitled to purchase under the Basic Subscription Privilege attached to any Rights held by such Standby Purchaser or any o...
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. (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. 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. 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. (a) Upon the terms and subject to the satisfaction or waiver of the conditions set forth herein, the Purchaser agrees to purchase from the Company such number of shares of Common Stock (not to exceed 333,333 in the aggregate) as the Company may, in its sole discretion, specify at any time or from time to time, in each case at a price per share, payable in cash, of $6.00. If the Company desires to require the Purchaser to purchase shares of Common Stock as aforesaid, the Company must give the Purchaser not less than 15 days' prior written notice (an "Election Notice"). Each Election Notice shall (i) be given in accordance with Section 11, (ii) refer to this Agreement, (iii) specify the number of shares to be purchased, (iv) specify the applicable Closing Date (as defined below), which may not be later than the third anniversary of the date hereof, and (v) state that, in the good faith judgement of the Company, the sale of the Common Shares referred to in such Election Notice is necessary in order for the Company to maintain, reestablish or enhance its borrowing rights under its revolving credit facilities and/or to satisfy any obligation under the documentation governing its revolving credit facilities to raise additional equity capital. Notwithstanding anything to the contrary contained herein, in no event shall the Company be required to sell or issue any Common Shares unless the Company has given to the Purchaser an Election Notice with respect to such Common Shares pursuant to this paragraph (a) and then only the number of Common Shares specified in such Election Notice. The Company may not revoke any Election Notice given by it as aforesaid.
(b) For purposes of this Agreement, "Closing Date" means, when used with reference to any purchase of Common Shares, the date on which such purchase is to be consummated; provided, however, that if such date is not a Business Day, then the Closing Date for such purchase shall be automatically extended to the next succeeding Business Day and, provided further, that each Closing Date shall be at least 30 days after the immediately preceding Closing Date, if any.
