Common use of Standby Commitment Clause in Contracts

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. (b) The Standby Purchasers will exercise their respective Basic Subscription Rights in accordance with Section 5.l(f). (c) The aggregate number of Units to be purchased by the Standby Purchasers and the Substituted Standby Purchasers (the “Standby Units”) pursuant to this Section 2.2 will be calculated as: (i) the number of Units authorized to be issued on the Record Date pursuant to the exercise of the Rights; minus (ii) the aggregate number of Units subscribed for and taken up under the Rights Offering by the Standby Purchasers and Substituted Standby Purchasers pursuant to their Basic and Additional Subscription Privilege; minus (iii) the number of Units subscribed for and taken up under the Rights Offering by other Persons pursuant to their Basic and Additional Subscription Privileges); provided that the number of Standby Units shall be limited such that the gross proceeds from the Rights Offering and the sale of the Standby Units will not exceed an aggregate of $8.0 million and provided further that the aggregate Subscription Price to be paid by the Standby Purchasers and the Substituted Standby Purchasers collectively with respect to the Units (including the Standby Units) will not exceed $5 million. (d) The commitments by and agreements of, the Standby Purchasers referred to in this Section 2.2 are referred to as the “Standby Commitment”.

Standby Commitment. (a) Subject to and in accordance with the terms and conditions hereof, the each Standby Purchasers will purchase, or will cause a Substituted Standby Purchasers Purchaser hereby agrees to purchase, severally and not jointly, from RBCSEG, and RBC SEG hereby agrees to sell to the Standby Purchaser or any Substituted each Standby Purchaser, as the case may be, at the Subscription Price and on the Closing Date, the shares of Common Stock that were not otherwise subscribed for and purchased in the Rights Offering by holders of Rights prior to the Expiry Time (and for greater certainty, the Standby UnitsPurchasers shall purchase shares of Common Stock hereunder only to the extent that such shares of Common Stock were not otherwise subscribed for by a holder of Rights prior to the Expiry Time, with including pursuant to a holder’s Over Subscription Privilege) as set forth in this Section 2.1 (the allocation “Standby Shares”) in the respective percentages (each a “Standby Purchaser Percentage”) set forth on the signature page hereof; provided, however, that such Standby Purchaser’s obligation to purchase shares of Common Stock issued pursuant to the Rights Offering and this Agreement (which, for greater certainty, shall comprise the sum of (i) shares of Common Stock purchased pursuant to the Basic Subscription Right of such Standby Units amongst Purchaser, (ii) any shares of Common Stock purchased pursuant to the Over Subscription Right of the Standby Purchasers and Substituted Standby Purchasers to be made by the Standby Purchasers in their sole discretion. (b) The Standby Purchasers will exercise their respective Basic Subscription Rights in accordance with Section 5.l(f). (c) The aggregate number of Units to be purchased by the Standby Purchasers and the Substituted Standby Purchasers (the “Standby Units”) pursuant to this Section 2.2 will be calculated as: (i) the number of Units authorized to be issued on the Record Date pursuant to the exercise of the Rights; minus (ii) the aggregate number of Units subscribed for and taken up under the Rights Offering by the Standby Purchasers and Substituted Standby Purchasers pursuant to their Basic and Additional Subscription Privilege; minus (iii) the number of Units subscribed for and taken up under the Rights Offering by other Persons pursuant to their Basic and Additional Subscription Privileges); provided that the number of Standby Units Shares) shall be limited such that the gross proceeds from the Rights Offering and the sale of the Standby Units will not exceed an aggregate of $8.0 million and provided further that in the aggregate Subscription Price to be paid the product of such Standby Purchaser’s Standby Purchaser Percentage (expressed as a decimal) multiplied by the Standby Purchasers and the Substituted Standby Purchasers collectively with respect to the Units $175 million (including the Standby Units) will not exceed $5 million. (d) The commitments by and agreements of, the Standby Purchasers referred to in this Section 2.2 are referred to as the “Aggregate Standby CommitmentPurchaser Amount”).

Standby Commitment. (a) Subject to and in accordance with the terms hereof, the Standby Purchasers Purchaser will purchase, or will cause a Substituted Standby Purchasers Purchaser to purchase, from RBCLorus, and RBC 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 DateDate that number of Units as have an aggregate Subscription Price not to exceed $4 million, less the Standby Units, with the allocation of such Standby Units amongst the Standby Purchasers and Substituted Standby Purchasers to be made amounts paid by the Standby Purchasers in Purchaser and any Substituted Standby Purchaser on exercising their sole discretionrespective Basic Subscription Privileges (the “Standby Units”). (b) The Standby Purchasers Purchaser will exercise their respective its Basic Subscription Rights Right in accordance with Section 5.l(f5.1(f). (c) The aggregate number of Units to be purchased by the Standby Purchasers and Purchaser or the Substituted Standby Purchasers Purchaser (the “Standby UnitsAvailable Shares”) pursuant to this Section 2.2 will be calculated as: (i) the number of Units authorized to be issued on the Record Date pursuant to the exercise of the Rights; minus (ii) the aggregate number of Units subscribed for and taken up under the Rights Offering by the Standby Purchasers holders of Rights (including, for greater certainty and Substituted Standby Purchasers without limitation, pursuant to their Basic and the Additional Subscription Privilege; minus (iii) the number of Privilege and any Units subscribed for and taken up under the Rights Offering by other Persons pursuant to their Basic the Standby Purchaser and Additional Subscription Privilegesany Substituted Standby Purchaser); provided that the number of Standby Units shall be limited such that the gross proceeds from the Rights Offering and the sale of the Standby Units will not exceed an aggregate of approximately $8.0 5.6 million and provided further that the aggregate Subscription Price to be paid by the Standby Purchasers Purchaser and the any Substituted Standby Purchasers collectively with respect to the Units (including the Standby Units) Purchaser will not exceed $5 million4 million including all amounts paid by the Standby Purchaser and any Substituted Standby Purchaser on exercising their respective Basic Subscription Privileges. (d) The commitments by and agreements of, the Standby Purchasers Purchaser referred to in this Section 2.2 are referred to as the “Standby Commitment”.

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 ▇▇▇▇▇▇▇▇▇ted ▇▇▇▇ ▇▇▇e 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) Subject to and in accordance with the terms hereof, conversion price of the Standby Purchasers will purchase, or will cause a Substituted Standby Purchasers to purchase, from RBC, and RBC hereby agrees to sell to Series E Preferred Stock shall be 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 lower of such Standby Units amongst the Standby Purchasers and Substituted Standby Purchasers to be made by the Standby Purchasers in their sole discretion. (b) The Standby Purchasers will exercise their respective Basic Subscription Rights in accordance with Section 5.l(f). (c) The aggregate number of Units to be purchased by the Standby Purchasers and the Substituted Standby Purchasers (the “Standby Units”) pursuant to this Section 2.2 will be calculated as: (i) the number of Units authorized to be issued on the Record Date pursuant to the exercise conversion price of the Rights; minus Series D Preferred Stock and (ii) the aggregate number average closing price of Units subscribed the Common Stock on the Nasdaq SmallCap Market for the ten (10) trading days preceding the issuance of the Series E Preferred Stock; and taken up under (b) the Rights Offering 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 Standby Purchasers and Substituted Standby Purchasers pursuant 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 their Basic and Additional Subscription Privilege; minus time. The Company shall notify the Investors in writing within two (iii2) business days of the number receipt of Units subscribed for and taken up under any funds that would reduce the Rights Offering by other Persons pursuant to their Basic and Additional Subscription Privileges)Commitment Amount; provided that the number Commitment Amount shall automatically be reduced whether or not the Company provides such notice. The obligation of Standby Units Quantum Industrial Partners LDC in respect of the Commitment Amount shall be limited such that to 96.83% of the gross proceeds from the Rights Offering entire Commitment Amount, and the sale obligation of SFM Domestic Investments LLC shall be limited to 3.17% of the Standby Units will not exceed an aggregate of $8.0 million and provided further that the aggregate Subscription Price to be paid by the Standby Purchasers and the Substituted Standby Purchasers collectively with respect to the Units (including the Standby Units) will not exceed $5 millionentire Commitment Amount. (d) The commitments by and agreements of, the Standby Purchasers referred to in this Section 2.2 are referred to as the “Standby Commitment”.

Standby Commitment. (a) Subject to and in accordance with Each holder of the terms hereof, the Standby Purchasers will purchase, or will cause a Substituted Standby Purchasers to purchase, from RBC, and RBC Subordinated Notes hereby agrees to sell to the Standby Purchaser or any Substituted become a standby purchaser (“Standby Purchaser, as ”) of any securities offered in 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. (b) The Standby Purchasers will exercise their respective Basic Subscription Rights in accordance with Section 5.l(f). (c) The aggregate number of Units to be purchased by the Standby Purchasers and the Substituted Standby Purchasers Offering (the “Rights Offering Securities”). The maximum amount of each Standby Units”) pursuant to this Section 2.2 will Purchaser’s standby commitment shall be calculated as: (i) the number of Units authorized to be issued on the Record Date pursuant equal to the exercise principal amount of the Rights; minus Subordinated Notes issued to such Standby Purchaser. If the Standby Commitment is called upon by the Company, each Standby Purchaser will use the Subordinated Notes held by such Standby Purchaser (iior such portion of such Subordinated Notes as is required to pay the purchase price in full of the Standby Commitment is called upon in part) to pay the aggregate number purchase price in full (at par) of Units subscribed for and taken up under the Rights Offering by Securities. Each Standby Purchaser’s agreement to become a standby purchaser is contingent upon each of the ▇▇▇▇▇▇▇▇ Funds also becoming a standby purchaser in such Rights Offering, on a pro rata basis (determined based on the principal amount of Subordinated Notes owned) with each such Standby Purchasers Purchaser’s commitment to be a standby purchaser. Such Rights Offering Securities for which the ▇▇▇▇▇▇▇▇ Funds have agreed to purchase on a standby basis will have the same terms and Substituted Standby Purchasers pursuant to their Basic standby purchase price and Additional Subscription Privilege; minus (iii) be in the number of Units subscribed for same proportions between subordinated debt and taken up under equity as the Rights Offering by other Persons pursuant Securities for which each Standby Purchaser has hereby agreed to their Basic and Additional Subscription Privileges); provided that the number of Standby Units shall be limited such that the gross proceeds from the Rights Offering and the sale of the Standby Units will not exceed an aggregate of $8.0 million and provided further that the aggregate Subscription Price to be paid by the Standby Purchasers and the Substituted Standby Purchasers collectively with respect to the Units (including the Standby Units) will not exceed $5 millionpurchase on a standby basis. (d) The commitments by and agreements of, the Standby Purchasers referred to in this Section 2.2 are referred to as the “Standby Commitment”.

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 suppleme▇▇▇▇ ▇▇▇▇ ti▇▇ ▇▇ ▇▇▇e. 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) Subject to and in accordance with the terms hereof, conversion price of the Standby Purchasers will purchase, or will cause a Substituted Standby Purchasers to purchase, from RBC, and RBC hereby agrees to sell to Series E Preferred Stock shall be 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 lower of such Standby Units amongst the Standby Purchasers and Substituted Standby Purchasers to be made by the Standby Purchasers in their sole discretion. (b) The Standby Purchasers will exercise their respective Basic Subscription Rights in accordance with Section 5.l(f). (c) The aggregate number of Units to be purchased by the Standby Purchasers and the Substituted Standby Purchasers (the “Standby Units”) pursuant to this Section 2.2 will be calculated as: (i) the number of Units authorized to be issued on the Record Date pursuant to the exercise conversion price of the Rights; minus Series D Preferred Stock and (ii) the aggregate number average closing price of Units subscribed the Common Stock on the Nasdaq SmallCap Market for the ten (10) trading days preceding the issuance of the Series E Preferred Stock; and taken up under (b) the Rights Offering 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 Standby Purchasers and Substituted Standby Purchasers pursuant 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 their Basic and Additional Subscription Privilege; minus time. The Company shall notify the Investors in writing within two (iii2) business days of the number receipt of Units subscribed for and taken up under any funds that would reduce the Rights Offering by other Persons pursuant to their Basic and Additional Subscription Privileges)Commitment Amount; provided that the number Commitment Amount shall automatically be reduced whether or not the Company provides such notice. The obligation of Standby Units Quantum Industrial Partners LDC in respect of the Commitment Amount shall be limited such that to 96.83% of the gross proceeds from the Rights Offering entire Commitment Amount, and the sale obligation of SFM Domestic Investments LLC shall be limited to 3.17% of the Standby Units will not exceed an aggregate of $8.0 million and provided further that the aggregate Subscription Price to be paid by the Standby Purchasers and the Substituted Standby Purchasers collectively with respect to the Units (including the Standby Units) will not exceed $5 millionentire Commitment Amount. (d) The commitments by and agreements of, the Standby Purchasers referred to in this Section 2.2 are referred to as the “Standby Commitment”.

Standby Commitment. (a) Subject to and in accordance with the terms hereof, each of the Standby Purchasers will purchasehereby severally and not jointly agrees to purchase from ATS (or to cause to be purchased from ATS by one or more of its Affiliates as the Standby Purchaser designates in a notice to ATS and that satisfies the Substituted Purchaser Conditions, or will cause in each case not less than five Business Days prior to the Closing Date (each such Affiliate referred to as a “Substituted Standby Purchasers to purchase, from RBCPurchaser”)), and RBC ATS hereby agrees to sell to the Standby Purchaser Purchasers 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. (b) The Standby Purchasers will exercise their respective Basic Subscription Rights in accordance with Section 5.l(f). (c) The aggregate number of Units to be purchased by the Standby Purchasers and the Substituted Standby Purchasers (the “Standby Units”) pursuant to this Section 2.2 will be calculated as: (i) the number of Units authorized to be issued on the Record Date pursuant to the exercise all of the Rights; minus (ii) the aggregate number of Units Common Shares that were not otherwise subscribed for and taken up under the Rights Offering by holders of Rights (the “Standby Shares”). In this regard the Standby Purchasers will exercise their Basic Subscription Right in accordance with Section 6.1(f) and Substituted agree to acquire the Standby Shares in the proportions set forth opposite their names in Schedule A (up to a maximum of 20% of the Shares offered under the Rights Offering in respect of Goodwood’s total commitment hereunder, a maximum of 40% of the Shares offered under the Rights Offering in respect of GS Canada’s total commitment hereunder and a maximum of 40% of the Shares offered under the Rights Offering in respect of M▇▇▇▇’▇ total commitment hereunder; provided, for greater certainty, that these percentage caps shall not be interpreted as putting a cap on the total number of Standby Shares that the Standby Purchasers pursuant are required to their Basic purchase (or cause to be purchased) in aggregate and Additional Subscription Privilege; minus that if one Standby Purchaser reaches its percentage cap then the balance of the Standby Shares it would otherwise agree to acquire shall be Standby Shares which the other two Standby Purchasers shall be required to purchase (iiior cause to be purchased)). The aggregate number of Standby Shares shall be equal to (A) the number of Units Shares outstanding on the Record Date divided by the Rights Ratio, minus (B) the number of Common Shares subscribed for and taken up under the Rights Offering by other Persons holders of Rights (including, for greater certainty, pursuant to their Basic and the Additional Subscription Privileges); provided that the number of Standby Units shall be limited such that the gross proceeds from Privilege and any Common Shares subscribed for and taken up under the Rights Offering and the sale by any of the Standby Units will not exceed an aggregate Purchasers or any of $8.0 million and provided further that the aggregate Subscription Price to be paid by the Standby Purchasers and the Substituted Standby Purchasers collectively with respect to the Units (including the Standby Units) will not exceed $5 million. (d) The commitments by and agreements of, the Standby Purchasers referred to in this Section 2.2 are such commitment referred to as the “Standby Commitment”). No Standby Purchaser shall 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 terms hereof, each of the Standby Purchasers will purchase, or will cause a Substituted Standby Purchasers hereby severally agrees to purchase, purchase from RBCLAC, and RBC LAC hereby agrees to sell to the Standby Purchaser or any Substituted such 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. (b) The Standby Purchasers will exercise their respective Basic Subscription Rights in accordance with Section 5.l(f). (c) The aggregate number of Units to be purchased by the Standby Purchasers and the Substituted Standby Purchasers Common Shares (the “Standby UnitsShares”) pursuant to this Section 2.2 will be calculated as: (i) the number of Units authorized to be issued on the Record Date pursuant to the exercise of the Rights; minus (ii) the aggregate number of Units that were not otherwise subscribed for and taken up under the Rights Offering by holders of Rights with an aggregate subscription price not exceeding $18.55 million in amounts designated by the Manager. The Standby Purchasers will collectively purchase the aggregate number of Standby Shares and in the event that any Standby Purchaser defaults in its portion of the Standby Purchasers and Substituted Commitment, the other Standby Purchasers will be required to forthwith purchase the Standby Shares not purchased by this defaulting Standby Purchaser. In this regard each Standby Purchaser will exercise in full its Basic Subscription Privilege. The aggregate number of Common Shares to be purchased pursuant to their Basic and Additional Subscription Privilege; minus (iii) this Section 2.2 will be equal to the aggregate number of Units Common Shares issuable on the exercise of the Rights, minus the aggregate number of Common Shares subscribed for and taken up under the Rights Offering by other Persons holders of Rights (including, for greater certainty and without limitation, pursuant to their Basic and the Additional Subscription PrivilegesPrivilege); provided that the number , which, for greater certainty, shall have an aggregate subscription price of Standby Units shall be limited no more than $18.55 million (such that the gross proceeds from the Rights Offering and the sale collective commitment of the Standby Units will not exceed an aggregate of $8.0 million and provided further that the aggregate Subscription Price to be paid by the Standby Purchasers and the Substituted Standby Purchasers collectively with respect to the Units (including the Standby Units) will not exceed $5 million. (d) The commitments by and agreements of, the Standby Purchasers referred to in this Section 2.2 are referred to as the “Standby Commitment”).

Standby Commitment. (a) Subject to and in accordance with the terms and conditions hereof, the Standby Purchasers will purchase, or will cause a Substituted Standby Purchasers Purchaser hereby agrees to purchase, 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, all of the shares of Common Stock that were not otherwise subscribed for and purchased in the Rights Offering by holders of Rights prior to the Expiry Time (and for greater certainty, the Standby UnitsPurchaser shall purchase shares of Common Stock hereunder only to the extent that such shares of Common Stock were not otherwise subscribed for by a holder of Rights prior to the Expiry Time, with including pursuant to a holder’s Over Subscription Privilege) (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. (b) Shares”). The Standby Purchasers will exercise their respective Purchaser hereby agrees to exercise, prior to the Expiry Time, the Basic Subscription Rights Right relating to the Brookfield Stock in accordance with Section 5.l(f6.2(c). (c) , and the Standby Purchaser may, in its sole discretion, exercise the related Over Subscription Privilege. The aggregate number of Units shares of Common Stock to be purchased by the Standby Purchasers and the Substituted Standby Purchasers (the “Standby Units”) pursuant to this Section 2.2 will 2.1 shall be calculated as: equal to: (i) the number of Units shares of Common Stock authorized to be issued on the Record Date sold pursuant to the exercise of the Rights; minus , minus (ii) the aggregate number of Units shares of Common Stock subscribed for and taken up under purchased in the Rights Offering by holders of Rights (including, for greater certainty and without limitation, pursuant to the Over Subscription Privilege and any shares of Common Stock subscribed for and purchased in the Rights Offering by the Standby Purchasers and Substituted Standby Purchasers Purchaser pursuant to their the Basic Subscription Right relating to the Brookfield Stock and Additional the related Over Subscription Privilege; minus (iii) the number of Units subscribed for and taken up under the Rights Offering by other Persons pursuant to their Basic and Additional Subscription Privileges); provided that the number of Standby Units shall be limited such that the gross proceeds from the Rights Offering and the sale of the Standby Units will not exceed an aggregate of $8.0 million and provided further that the aggregate Subscription Price to be paid by the Standby Purchasers and the Substituted Standby Purchasers collectively with respect to the Units (including the Standby Units) will not exceed $5 million. (d) The commitments by and agreements of, the Standby Purchasers referred to in this Section 2.2 are referred to as the “Standby Commitment”.