Common use of Standby Commitment Clause in Contracts

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. 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 PostmediaCDB, and Postmedia CDB hereby agrees to sell to the Standby Purchaser, at the Issue Subscription Price and on the Closing Date, any (i) such number of Rights Shares that results from the Standby Purchaser fully subscribing and exercising its Rights under the Basic Subscription Receipts Privilege and (ii) such number of Rights Shares, if any, that are not otherwise subscribed for in purchased upon exercise of the Rights under the Rights Offering by holders of but excluding Rights prior Shares (the “Excluded Rights Shares”) that are issuable to the Expiry Time JCHX Mining Management Co., Ltd. and its affiliates under Rights issued to it (the “Standby Subscription ReceiptsShares”). In this regard and to the extent that the Rights Offering is made in the applicable jurisdiction of residence of the Standby PurchaserFor certainty, the Standby Purchaser agrees to exercise its Basic Subscription Privilege. The aggregate number of Subscription Receipts required Standby Shares to be purchased pursuant to this Section 2.3 2.4 will be equal to: (ia) the number of Subscription Receipts Rights Shares authorized to be issued on the Record Date pursuant to the exercise of the Rights, ; minus (iib) the Excluded Rights Shares and the number of Subscription Receipts 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 PrivilegePrivilege 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 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 PostmediaCGX, and Postmedia CGX hereby agrees to sell to the Standby Purchaser, at the Issue Subscription Price and on the Closing Date, any (i) such number of Common Shares that results from the Standby Purchaser fully subscribing and exercising its Rights under the Basic Subscription Receipts Privilege and (ii) such number of Common Shares, if any, that are not otherwise subscribed for in purchased upon exercise of the Rights under the Rights Offering by holders of Rights prior to the Expiry Time (the “Standby Subscription ReceiptsShares”). 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 Standby Shares to be purchased pursuant to this Section 2.3 2.4 will be equal to: (ia) the number of Subscription Receipts Common Shares authorized to be issued on the Record Date pursuant to the exercise of the Rights, ; minus (iib) the number of Subscription Receipts Common 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 PrivilegePrivilege and any Common 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 limitation set out in this Section 2.3 and the other terms hereof, if Postmedia proceeds with the Rights Offering, each of the Standby Purchaser Purchasers hereby severally agrees to purchase from PostmediaLAC, and Postmedia LAC hereby agrees to sell to the such Standby Purchaser, at the Issue Subscription Price and on the Closing Date, any Subscription Receipts such number of Common Shares (the “Standby Shares”) that are were not otherwise subscribed for in and taken up under the Rights Offering by holders of Rights prior with an aggregate subscription price not exceeding $18.55 million in amounts designated by the Manager. The Standby Purchasers will collectively purchase the aggregate number of Standby Shares and in the event that any Standby Purchaser defaults in its portion of the Standby Commitment, the other Standby Purchasers will be required to forthwith purchase the Expiry Time (the “Standby Subscription Receipts”)Shares not purchased by this defaulting Standby Purchaser. In this regard and to the extent that the Rights Offering is made in the applicable jurisdiction of residence of the Standby Purchaser, the each Standby Purchaser agrees to will exercise in full its Basic Subscription Privilege. The aggregate number of Subscription Receipts required Common Shares to be purchased pursuant to this Section 2.3 2.2 will be equal to: (i) to the aggregate number of Subscription Receipts authorized to be issued Common Shares issuable on the Record Date pursuant to the exercise of the Rights, minus (ii) the aggregate number of Subscription Receipts Common 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) ), which, for greater certainty, shall have an aggregate subscription price of no more than $18.55 million (such collective commitment of the Standby Purchasers referred to as the “Standby Commitment”).

Standby Commitment. Subject to and in accordance with the limitation set out in this Section 2.3 terms and the other terms conditions hereof, if Postmedia proceeds with the Rights Offering, the Standby Purchaser hereby agrees to purchase from PostmediaXxxxx, and Postmedia Xxxxx hereby agrees to sell to the Standby Purchaser, at the Issue Subscription Price and on the Closing Date, any Subscription Receipts all of the shares of Common Stock that are were not otherwise subscribed for and purchased in the Rights Offering by holders of Rights prior to the Expiry Time (and for greater certainty, the “Standby Subscription Receipts”). In this regard and Purchaser shall purchase shares of Common Stock hereunder only to the extent that such shares of Common Stock were not otherwise subscribed for by a holder of Rights prior to the Rights Offering is made Expiry Time, including pursuant to a holder’s Over Subscription Privilege) (the “Standby Shares”). The Standby Purchaser hereby agrees to exercise, prior to the Expiry Time, the Basic Subscription Right relating to the Brookfield Stock in the applicable jurisdiction of residence of the Standby Purchaseraccordance with Section 6.2(c), and the Standby Purchaser agrees to may, in its sole discretion, exercise its Basic the related Over Subscription Privilege. The aggregate number of Subscription Receipts required shares of Common Stock to be purchased pursuant to this Section 2.3 will 2.1 shall be equal to: (i) the number of Subscription Receipts shares of Common Stock authorized to be issued on the Record Date sold pursuant to the exercise of the Rights, minus (ii) the number of Subscription Receipts shares of Common Stock subscribed for and taken up under purchased in the Rights Offering by holders of Rights (including, for greater certainty and without limitation, pursuant to the Additional Over Subscription Privilege and any shares of Common Stock subscribed for and purchased in the Rights Offering by the Standby Purchaser pursuant to the Basic Subscription Right relating to the Brookfield Stock and the related Over Subscription Privilege) (such commitment referred to as the “Standby Commitment”).