Common use of Standby Commitment Clause in Contracts

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 Tath▇▇ ▇▇▇thers 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, Tath▇▇ ▇▇▇thers shall purchase from the Company (and the Company shall sell to Tath▇▇ ▇▇▇thers), 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. (b) At the closing of the purchase and sale of such Remaining Shares, Tath▇▇ ▇▇▇thers shall make payment in cash to the Company of the subscription price for the Remaining Shares purchased by Tath▇▇ ▇▇▇thers and, except as otherwise required by the Letter of Credit described in Section 3, the Company shall deliver to Tath▇▇ ▇▇▇thers stock certificates representing the Remaining Shares purchased pursuant to this Agreement (the "Acquired Shares"), free and clear of all liens, charges and encumbrances (other than those created by Tath▇▇ ▇▇▇thers). (c) In consideration for Tath▇▇ ▇▇▇thers' commitment to purchase any Remaining Shares, Tath▇▇ ▇▇▇thers will receive from Offshore a fee pursuant to the Purchase Commitment Agreement, dated as of even date herewith, between Tath▇▇ ▇▇▇thers and Offshore.