Common use of Second Standby Purchase Commitment Clause in Contracts

Second Standby Purchase Commitment. (a) In connection with the Second Offering, Gotham hereby agree to purchase from the Company, at the Second Subscription Price, the Common Shares offered for sale in the Second Offering and not validly subscribed for through the exercise of Rights and any oversubscription option or privilege in accordance with the terms of the Second Offering; provided, however, that the maximum aggregate subscription price required to be paid (and the corresponding maximum number of Common Shares required to be purchased) by such Standby Purchasers in the Second Offering shall equal the difference of (i) the lesser of (the "Second Base Commitment Amount") (a) an amount equal to the aggregate principal amount outstanding under the Loan Agreements on the day immediately preceding the date the Second Offering is consummated and (b) $40,000,000 minus (ii) an amount equal to the product of (a) the number of Common Shares validly subscribed for in the Second Offering through the exercise of Rights and any oversubscription option or privilege (but excluding the purchase of Common Shares by the Standby Purchasers pursuant to the provisions of this paragraph 3.1) multiplied by (b) the Second Subscription Price (it being understood that if the calculation made pursuant to this clause (ii) results in an amount that is less than zero, the value assigned to such amount shall be zero). (b) The parties hereby agree that the Standby Purchasers' obligations under the Second Standby Purchase Commitment shall expire on the 45th day following the date the Second Offering is commenced (the "Second Expiration Date") if the Second Offering shall not have been consummated by the Second Expiration Date.