Common use of First Standby Purchase Commitment Clause in Contracts

First Standby Purchase Commitment. (a) In connection with the First Offering, Gotham hereby agree to purchase, subject to the terms and conditions of this letter agreement, from the Company, at the First Subscription Price, all of the Common Shares offered for sale in the First Offering and not validly subscribed for through the exercise of Rights (as defined in each of the Standby Purchase Agreements) and any oversubscription option or privilege in accordance with the terms of the First Offering (the "First Standby Purchase Commitment"); 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 First Offering shall equal the difference of (i) the lesser of (a) an amount equal to the product of (I) the number of Common Shares offered for sale in the First Offering multiplied by (II) the First Subscription Price and (b) $50,000,000 minus (ii) an amount equal to the product of (a) the number of Common Shares validly subscribed for in the First 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 2.1) multiplied by (b) the First Subscription Price (it being understood that if the calculation made pursuant to this proviso 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 First Standby Purchase Commitment shall expire on the 45th day following the date the First Offering is commenced (the "First Expiration Date") if the First Offering shall not have been consummated by the First Expiration Date. For all purposes of this Agreement, an Offering shall be deemed consummated on the Closing Date (as defined in each of the Standby Purchase Agreements). The Company shall give the Standby Purchasers at least one business day's advance notice of the Closing Date.