Standby Commitment. Subject to and in accordance with the limitation set out in this Section 2.3 and the other terms hereof, if Postmedia proceeds with the Rights Offering, the Standby Purchaser hereby agrees to purchase from Postmedia, and Postmedia hereby agrees to sell to the Standby Purchaser, at the Issue Price and on the Closing Date, any Subscription Receipts that are not otherwise subscribed for in the Rights Offering by holders of Rights prior to the Expiry Time (the “Standby Subscription Receipts”). In this regard and to the extent that the Rights Offering is made in the applicable jurisdiction of residence of the Standby Purchaser, the Standby Purchaser agrees to exercise its Basic Subscription Privilege. The aggregate number of Subscription Receipts required to be purchased pursuant to this Section 2.3 will be equal to: (i) the number of Subscription Receipts authorized to be issued on the Record Date pursuant to the exercise of the Rights, minus (ii) the number of Subscription Receipts subscribed for and taken up under the Rights Offering by holders of Rights (including, for greater certainty and without limitation, pursuant to the Additional Subscription Privilege) (such commitment referred to as the “Standby Commitment”).
Standby Commitment. Upon payment of the Purchase Price and the delivery of the Securities, the Commitment Amount shall be reduced to $9,000,000, which may be drawn and/or reduced by the Company as provided in the Note Purchase Agreement.
Standby Commitment. Subject to and in accordance with the terms hereof, each of the Standby Purchasers hereby severally and not jointly agrees to purchase from PERC (or to cause to be purchased from PERC by one or more of its Affiliates as the Standby Purchasers designate in a notice to PERC and that satisfies the Substituted Purchaser Conditions, in each case not less than two Business Days prior to the Closing Date (each such Affiliate referred to as a “Substituted Standby Purchaser”)), and PERC hereby agrees to sell to the Standby Purchasers or any Substituted Standby Purchasers, as the case may be, at the Subscription Price and on the Closing Date, all of the Subscription Receipts that were not otherwise subscribed for and taken up under the Rights Offering by holders of Rights prior to the Expiry Time (including pursuant to the Additional Subscription Privilege) (the “Standby Subscription Receipts”). In this regard each of the Standby Purchasers severally agrees to exercise its Basic Subscription Privilege in accordance with Section 6.1(f) and agrees to acquire the Standby Subscription Receipts in the proportion set forth opposite its name in Schedule B. The aggregate number of the Subscription Receipts to be purchased pursuant to this Section 2.2 will be equal to: (i) the number of Subscription Receipts authorized to be issued on the Record Date pursuant to the exercise of the Rights, minus (ii) the number of Subscription Receipts subscribed for and taken up under the Rights Offering by holders of Rights (including, for greater certainty and without limitation, pursuant to the Additional Subscription Privilege and any Subscription Receipts subscribed for and taken up under the Rights Offering by the Standby Purchasers or the Substituted Standby Purchasers) (such commitment referred to as the “Standby Commitment”), provided that the gross amount to be delivered in trust pursuant to the Subscription Receipt Agreement as a result of the Rights Offering will be U.S.$50,000,000 (the “Offering Amount”) and no more or less. No Standby Purchaser will be responsible or liable for any breach or default by any other Standby Purchaser of such Standby Purchaser’s obligations hereunder.
Standby Commitment. (a) Subject to and in accordance with the provisions hereof, Glencore hereby agrees to subscribe for and PolyMet hereby agrees to issue to Glencore at the Exercise Price and on the Rights Offering Closing Date, as fully paid and non-assessable Shares, such number of Shares (the "Standby Shares") equal to the lesser of: (A) the number of Shares available under the Maximum Investment; and (B) the result of (x) minus (y), where: (x) equals the number of Shares determined by dividing US$60 million by the Exercise Price; and (y) equals the number of Shares subscribed for and taken up under the Rights Offering by holders of Rights, including Glencore, pursuant to the Basic Subscription Right and Additional Subscription Privilege (if any) (such commitment referred to as the "Standby Commitment").
Standby Commitment. (a) The Purchasers hereby commit, jointly but not severally, (the "Standby Commitment") that, in addition to the payment of the Purchase Price, they shall provide the Company (on a pro rata basis based on the allocation of the Purchase Price as set forth in Section 2.2 hereof), at the Company's option up to an aggregate of $12 million (the "Commitment Amount") at any time prior to January 1, 2001 in one or more tranches as requested by the Company; provided, however, that the Commitment Amount shall be reduced by the gross proceeds received by the Company or any of its Subsidiaries from the issuance after the date hereof of any equity or convertible securities, (excluding financing provided by the Purchasers pursuant to this Agreement and any trade payables and other financing arrangements entered into in the ordinary course of business, but including, for purposes of clarification, the Next Round). The Standby Commitment shall be provided on terms that are consistent with those in the market at the time the Standby Commitment is drawn for similar investments by investors similar to the Purchasers in companies similar to the Company.
Standby Commitment. (a) Subject to and in accordance with the terms hereof, the Standby Purchasers will purchase, or will cause a Substituted Standby Purchasers to purchase, from RBC, and RBC hereby agrees to sell to the Standby Purchaser or any Substituted Standby Purchaser, as the case may be, at the Subscription Price and on the Closing Date, the Standby Units, with the allocation of such Standby Units amongst the Standby Purchasers and Substituted Standby Purchasers to be made by the Standby Purchasers in their sole discretion.
Standby Commitment. (a) Subject to and in accordance with the terms hereof, the Standby Purchaser will purchase, or will cause a Substituted Standby Purchaser to purchase, from Lorus, and Lorus hereby agrees to sell to the Standby Purchaser or any Substituted Standby Purchaser, as the case may be, at the Subscription Price and on the Closing Date that number of Units as have an aggregate Subscription Price not to exceed $4 million, less the amounts paid by the Standby Purchaser and any Substituted Standby Purchaser on exercising their respective Basic Subscription Privileges (the “Standby Units”).
Standby Commitment. (a) To the extent any Unsubscribed Shares have not theretofore been subscribed and paid for in the Rights Offering (the "Remaining Shares"), on the General Expiration Date, the Company will provide Tathxx Xxxthers with a notice in writing setting forth the number of Remaining Shares and the aggregate subscription price therefor as provided in Section 4.2 of the Contribution Agreement. No later than the Final Expiration Date, Tathxx Xxxthers shall purchase from the Company (and the Company shall sell to Tathxx Xxxthers), at the subscription price of $3.25 per Remaining Share, that number of such Remaining Shares, if any, which is necessary to provide the Company with net proceeds from the Rights Offering at least equal to $75 million.
Standby Commitment. The Investors hereby irrevocably agree, severally but not jointly, that they shall provide the Company up to an aggregate of one million dollars ($1,000,000) (the "Commitment Amount"). The Commitment Amount may be drawn by the Company, at its option (as determined by the disinterested members of the Board of Directors of the Company) at any time prior to January 1, 2004 in one or more tranches; provided, however, that the Company may draw from the Commitment Amount only at such time as its total cash balances are less than one million dollars ($1,000,000); and provided, further, that the Commitment Amount shall be reduced by the gross cash proceeds received by the Company or any of its subsidiaries from the issuance after the date hereof of any equity or convertible securities, excluding the issuance of equity or convertible securities in connection with: (1) financing provided by the Investors pursuant to this Agreement, (2) any trade payables and other financing arrangements entered into in the ordinary course of business and (3) any financing or credit accommodations received by the Company pursuant to the Financing Agreement, dated March 30, 2001, between the Company and Rosenthal & Rosenthal, Inc., as the same may be amended or xxxxxxxxxted xxxx xxxe to time. Any and all draws against the Commitment Amount shall be effected through the purchase of newly-designated shares of Series E Convertible Preferred Stock ("Series E Preferred Stock") on terms and conditions substantially identical to those set forth herein, with the Series E Preferred Stock having rights substantially identical to the Series D Preferred Stock except that: (a) the conversion price of the Series E Preferred Stock shall be the lower of (i) the conversion price of the Series D Preferred Stock and (ii) the average closing price of the Common Stock on the Nasdaq SmallCap Market for the ten (10) trading days preceding the issuance of the Series E Preferred Stock; and (b) the Series E Preferred Stock shall not be convertible into Common Stock (and shall not be entitled to vote with the Common Stock on matters submitted to a vote of the holders of the Common Stock) until such time as the Company's stockholders approve the conversion rights of the Series E Preferred Stock to the extent such approval is required by the rules of the Nasdaq SmallCap Market or any other national securities exchange or quotation system upon which the Common Stock may be listed from time to time. The Company sha...
Standby Commitment. Upon payment of the Purchase Price ------------------ and the delivery of the Securities, the Commitment Amount shall be reduced to zero and no further amount is available to the Company pursuant to the Note Purchase Agreement.
