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”. 2.3 [Reserved] 2.4
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. (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) 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. Subject to and in accordance with the terms hereof, Microcell agrees that COM Canada shall act as the exclusive standby purchaser for such Rights Offering and Microcell shall sell to COM Canada, and COM Canada shall purchase on the Closing Date, all of the Class B Shares that were not otherwise subscribed to in the Rights Offering by holders of Rights prior to the Expiry Time (and, for greater certainty, COM Canada shall purchase Class B Shares hereunder only to the extent that such Class B Shares were not otherwise subscribed to by a holder of Rights prior to the Expiry Time, including pursuant to his or her Additional Subscription Privilege) (the “Standby Shares”).
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. 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.
