Common use of Standby Purchase Commitment Clause in Contracts

Standby Purchase Commitment. (i) If and to the extent Unsubscribed Shares are not purchased by the Company’s other stockholders pursuant to the exercise of Rights (including the Basic Subscription Privilege and the Over-Subscription Privilege) under the Rights Offering, the Standby Purchaser shall be deemed to have exercised such Rights immediately prior to the expiration of the Rights Offering and shall be entitled to and hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Standby Purchaser, at the Subscription Price, all such remaining New Shares, subject to a maximum total commitment of the Standby Purchaser of $15,000,000, including any New Shares purchased by the Standby Purchaser in the Rights Offering pursuant to its Basic Subscription Privilege. (ii) The Standby Purchaser and the Company hereby agree that it is the intent of both parties that the Standby Purchaser, by virtue of acting hereunder, shall not be deemed an “underwriter” within the definition of Section 2(a)(11) of the Securities Act or deemed to be engaged in broker-dealer activity requiring registration under Section 15 of the Exchange Act, and the Standby Purchaser and Company shall in the fulfillment of their obligations hereunder act in accordance with this mutual understanding.

Standby Purchase Commitment. (i) If and to the extent Unsubscribed Shares are not purchased by the Company’s other stockholders pursuant to the exercise of Rights (including the Basic Subscription Privilege and the Over-Subscription Privilege) under the Rights Offering, the each Standby Purchaser shall be deemed to have exercised such Rights immediately prior to the expiration of the Rights Offering and shall be entitled to and hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Standby PurchaserPurchasers, at the Subscription Price, all such remaining New Shares, subject to a maximum total aggregate commitment of the $2,125,000.00 and subject to proration among each Standby Purchaser of $15,000,000, including any New Shares purchased by and the Standby Purchaser other standby purchasers as set forth in the Rights Offering pursuant to its Basic Subscription PrivilegeSection 2(a)(ii) below. (ii) The Each Standby Purchaser and the Company hereby acknowledge and agree that it is the intent Company has entered into, or contemplates entering into, other standby purchase agreements with certain other parties on terms substantially similar to this Agreement, except that they provide for a different number of both parties that the Standby Purchaser, by virtue of acting hereunder, shall not be deemed an “underwriter” within the definition of Section 2(a)(11) of the Securities Act or deemed New Shares committed to be engaged in broker-dealer activity requiring registration under Section 15 of purchased by the Exchange Act, and the other standby purchasers. The New Shares available for issuance to each Standby Purchaser and Company the other standby purchasers shall in be allocated (to the fulfillment extent any allocation thereof is necessary) as nearly as possible on a pro rata basis among each Standby Purchaser and the other standby purchasers based upon the number of their obligations hereunder act in accordance with this mutual understandingNew Shares committed to be purchased by each Standby Purchaser and the other standby purchasers.

Standby Purchase Commitment. (i) If and to the extent Unsubscribed Shares are not purchased by the Company’s other stockholders pursuant to the exercise of Rights (including the Basic Subscription Privilege and the Over-Subscription Privilege) under the Rights Offering, the Standby Purchaser shall be deemed to have exercised such Rights immediately prior to the expiration of the Rights Offering and shall be entitled to and hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Standby Purchaser, at the Subscription Price, all such remaining New Shares, subject to a maximum total commitment of $2,125,000.00 and subject to proration among the Standby Purchaser of $15,000,000, including any New Shares purchased by and the Standby Purchaser other standby purchasers as set forth in the Rights Offering pursuant to its Basic Subscription PrivilegeSection 2(a)(ii) below. (ii) The Standby Purchaser and the Company hereby acknowledge and agree that it is the intent Company has entered into, or contemplates entering into, other standby purchase agreements with certain other parties on terms substantially similar to this Agreement, except that they provide for a different number of both parties that the Standby Purchaser, by virtue of acting hereunder, shall not be deemed an “underwriter” within the definition of Section 2(a)(11) of the Securities Act or deemed New Shares committed to be engaged in broker-dealer activity requiring registration under Section 15 of purchased by the Exchange Act, and other standby purchasers. The New Shares available for issuance to the Standby Purchaser and Company the other standby purchasers shall in be allocated (to the fulfillment extent any allocation thereof is necessary) as nearly as possible on a pro rata basis among the Standby Purchaser and the other standby purchasers based upon the number of their obligations hereunder act in accordance with this mutual understandingNew Shares committed to be purchased by the Standby Purchaser and the other standby purchasers.