Commitment of Standby Purchasers Sample Clauses

Commitment of Standby Purchasers. (a) On the terms and subject to the conditions set forth in this Agreement: (i) Purchaser agrees and, if any Standby Purchasers have been designated by Purchaser prior to the Closing Date, each Standby Purchaser agrees, severally and not jointly, to subscribe for and purchase, and the Company agrees to sell and issue, on the Closing Date for the Series B Per Share Price, for an aggregate purchase price of $200,000,000 (the "Direct Shares Purchase Price") each Standby Purchaser's proportionate share of 2,000,000 shares of Series B Preferred, in each case as is set forth opposite such Standby Purchaser's name on Schedule 1.3 hereto (the "Direct Subscription Shares"); (ii) each Standby Purchaser agrees, severally and not jointly, to purchase, on the Closing Date, and the Company agrees to sell for the Series B Per Share Price that number of shares of Series B Preferred issuable pursuant to the aggregate number of Rights that were not properly exercised by the Eligible Holders thereof during the Rights Exercise Period, in proportion to the Standby Purchaser's share of the Direct Subscription Shares (such Shares in the aggregate, the "Unsubscribed Shares"), rounded among the Standby Purchasers as they may determine, in their sole discretion, to avoid fractional shares. (iii) As soon as practicable after the Expiration Time, and in any event reasonably in advance of the Closing Date, the Company will provide a Purchase Notice or a Satisfaction Notice to each Standby Purchaser as provided above, setting forth a true and accurate determination of the aggregate number of Unsubscribed Shares, if any; provided, that on the Closing Date, on the terms and subject to the conditions in this Agreement, the Standby Purchasers will purchase, and the Company will sell, only such number of Unsubscribed Shares as are listed in the Purchase Notice, without prejudice to the rights of the Standby Purchasers to seek later an upward or downward adjustment if the number of Unsubscribed Shares in such Purchase Notice is inaccurate.