Standby Shares definition

Standby Shares has the meaning set forth in Section 2.4;

Standby Shares shall have the meaning set forth in the recitals hereof.

Standby Shares means Common Shares that are not otherwise subscribed for and taken up under the Rights Offering by holders of Rights;

Examples of Standby Shares in a sentence

• The Unsubscribed Shares available for issuance to Standby Purchasers and any Additional Shares that the Company shall have elected to issue shall be allocated (to the extent any allocation thereof is necessary) as nearly as possible on a pro rata basis among the Standby Purchasers based upon the number of Standby Shares subscribed for by each such Standby Purchaser, after giving effect to the limitation set forth in Section 2(c).

• PolyMet will cause Computershare to deliver to Glencore, as soon as is practicable following the Rights Offering Expiry Time, details concerning the total number of Shares duly subscribed and paid for by holders of Rights under the Rights Offering, including (without limitation) those Shares subscribed and paid for pursuant to the Additional Subscription Privilege, and accordingly the number of Standby Shares for which Glencore must subscribe pursuant to Section 2.3 of this Schedule 2.

• If, through Glencore's subscription for the Rights Offering Shares and/or Standby Shares, Glencore's ultimate parent entity would hold more than 49.99% of PolyMet’s outstanding Shares, the Parties shall endeavour in good faith negotiations to amend this Agreement and any related document which amendments the economic effect of which would come as close to as possible of the intent of the Parties underlying this Agreement and applicable related documents.

• In no event shall the offering period, including the period during which Standby Purchaser may be required to purchase the Standby Shares, be extended past November 30, 2012.

• For the avoidance of doubt, the foregoing shall not be construed to limit any right and/or obligation of Glencore hereunder to subscribe for any Rights Offering Shares and/or Standby Shares to the extent that any such subscription for any such Shares would not result in Glencore's ultimate parent entity (within the meaning of the HSR Act) holding (within the meaning of the HSR Act) more than 49.99% of PolyMet's then outstanding Shares.

More Definitions of Standby Shares

Standby Shares means 100% of the Rights Shares which remain unsubscribed for by holders of Rights on the Rights Expiry Date under the Rights Offering;

Standby Shares means the shares of New Common Stock that are to be issued and sold by the Company to the several Purchasers at the Standby Closing pursuant to this Agreement.

Standby Shares means the shares of Common Stock to be purchased from the Company pursuant to Section 2(a) hereof.

Standby Shares means those shares of New Common Stock to be acquired by the Purchasers pursuant to Standby Funding Commitment under the Investment Agreement.

Standby Shares means any Rights Shares the Guarantors are required to purchase from the Company pursuant to the Standby Guarantee;

Standby Shares means all shares of Common Stock issued to the Holders in connection with the Rights Offering, including all shares of Common Stock issued to each Holder pursuant to such Holder’s exercise of the Rights, pursuant to the Purchase Agreement or otherwise.

Standby Shares means the Rights Shares subscribed for by the Standby Purchasers pursuant to Section 3.1; and