Standby Purchase Agreement Sample Clauses

Standby Purchase Agreement. The Standby Purchase Agreement, duly executed and delivered by the State Auto Obligors and the Borrower.

Standby Purchase Agreement. Each of the Company and CCI has the requisite corporate power and authority to enter into and comply with its obligations under the terms of the Standby Securities Purchase Agreement (the "Agreement"). The execution, delivery and performance of the Agreement by each of the Company and CCI have been duly authorized by all necessary corporate action of the Company and CCI (including, if required, their respective shareholders). The Agreement has been duly executed and delivered by the Company and CCI and constitutes the valid and binding obligation of the Company and CCI enforceable against the Company and CCI in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles (regardless of whether considered in a proceeding at law or in equity), except as enforceability of the indemnity and contribution agreements of the Company and CCI therein may be limited by considerations of public policy.

Standby Purchase Agreement. The Issuer and the Trustee hereby acknowledge that the purpose and intent of the Standby Purchaser in providing the Standby Purchase Agreement is to give effect to the agreement of the Standby Purchaser, from time to time upon the receipt of a specified notice from the Trustee in substantially the form of either Exhibit E-1 or E-2, as applicable, to this Indenture that the Issuer has failed to make the required payments under the Notes and this Indenture, to purchase the Noteholders' claims against the Issuer, whether such claims are in respect of principal, interest or any other amounts (including Additional Amounts). Each such notice shall be delivered by the Trustee to the Standby Purchaser no later than 5:00 p.m. (New York time) on the Business Day prior to each Payment Date to the extent that the Issuer has failed to make any payment hereunder in accordance with the provisions of Section 2.14(a) hereof by 1:00 p.m. (New York time) on the Business Day before such Payment Date. The Noteholders (by acceptance of the Notes upon issuance) shall be deemed to have consented to the sale by the Trustee, on behalf of the Noteholders, of all rights such Noteholders may have to receive amounts due on or in respect of the Notes that are not paid by the Issuer in accordance with the requirements of this Indenture and receipt by such Noteholder of funds paid by the Standby Purchaser under the Standby Purchase Agreement in respect of such unpaid amounts shall extinguish such Noteholder's claims against the Issuer in respect of any such unpaid amounts. The Trustee agrees to treat the Standby Purchase Agreement in substantially the same fashion as it would a guarantee or similar obligation and shall promptly deposit in the Payment Account any funds it receives from the Standby Purchaser under or pursuant to the Standby Purchase Agreement.

Standby Purchase Agreement. In connection with the rights offering announced on August 28, 2007, we entered into a standby purchase agreement with Tontine Capital Partners, L.P. (“Tontine”) and L▇▇▇ M▇▇▇▇ Investments Trust, Inc. (“L▇▇▇ M▇▇▇▇” and, together with T▇▇▇▇▇▇, the “Standby Purchasers”). Subject to certain conditions, the standby purchase agreement obligated us to sell, and required the Standby Purchasers to purchase from us, all of the shares purchasable with their basic subscription privileges. In addition, the standby purchase agreement obligated us to sell, and required the Standby Purchasers to purchase from us, any and all shares of our common stock issuable upon the deemed exercise by the Standby Purchasers immediately prior to the expiration of the rights offering of any subscription rights that were not exercised by other stockholders prior to the expiration of the rights offering. The price per full share paid by the Standby Purchasers for such common stock was $6.55 per share. Upon the consummation of the rights offering and the transactions contemplated by the standby purchase agreement, Tontine and L▇▇▇ M▇▇▇▇ acquired 5,886,363 and 2,911,306 additional shares of our common stock, respectively.

Standby Purchase Agreement. The Standby Purchase Agreement, duly executed and delivered by the State Auto Obligors and the Borrower, with all conditions to the effectiveness of thereof having been satisfied.

Standby Purchase Agreement. (a) the Standby Purchase Agreement terminates or ceases for any reason to be in full force and effect except in accordance with its terms; (b) Maverick does not perform any obligation or covenant under the Standby Purchase Agreement; (c) any circumstance described in Sections 8.3, 8.4, 8.5, 8.7, or 8.8. occurs with respect to Maverick, or (d) the liquidation, winding up, or termination of existence of Maverick; or (e) a material adverse change in the general affairs, management, results of operation, condition (financial or otherwise) or the prospect of repayment of the Obligations occurs with respect to Maverick.

Standby Purchase Agreement