Standby Commitment Sample Clauses

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"). (b) Glencore and PolyMet hereby agree that it is the intent of both Parties that Glencore, by virtue of acting as Standby Purchaser hereunder, shall not be deemed an "underwriter" or deemed to be engaged in broker-dealer activity requiring registration as defined in Applicable Securities Laws, and Glencore and PolyMet shall in the fulfillment of their obligations hereunder act in accordance with this mutual understanding.

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, the Standby Purchaser hereby agrees to purchase from CDB, and CDB hereby agrees to sell to the Standby Purchaser, at the Subscription Price and on the Closing Date, (i) such number of Rights Shares that results from the Standby Purchaser fully subscribing and exercising its Rights under the Basic Subscription Privilege and (ii) such number of Rights Shares, if any, that are not purchased upon exercise of the Rights under the Rights Offering but excluding Rights Shares (the “Excluded Rights Shares”) that are issuable to JCHX Mining Management Co., Ltd. and its affiliates under Rights issued to it (the “Standby Shares”). For certainty, the aggregate number of Standby Shares to be purchased pursuant to this Section 2.4 will be equal to: (a) the number of Rights Shares authorized to be issued on the Record Date pursuant to the exercise of the Rights; minus (b) the Excluded Rights Shares and the number of Rights Shares 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 Rights Shares subscribed for under the Rights Offering by the Standby Purchaser) (such commitment referred to as the “Standby Commitment”).

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) 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.

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. (b) The Company shall notify the Purchasers in writing within two Business Days of the receipt of any funds that would reduce the Commitment Amount; provided that the Commitment Amount shall automatically be reduced whether or not the Company provides such notice.

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.

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) 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. In order to guarantee that at least $500,000 worth of Rights are exercised on the Closing Date (the “Standby Commitment”), each of the Standby Purchasers will purchase the proportionate share of the Standby Shares up to the maximum amounts set forth below: Standby Purchaser Number of Standby Shares (post-Consolidation) Dollar Value Proportionate % ▇▇▇▇▇▇ 3,000,000 $150,000 30% Fia 3,000,000 $150,000 30% ▇▇▇▇▇▇▇▇ 2,000,000 $100,000 20% ▇▇▇▇▇▇ 1,000,000 $50,000 10% ▇▇▇▇▇ 1,000,000 $50,000 10% The obligations of the Standby Purchasers pursuant to this Section 2.4 will be several (as distinguished from joint) obligations of each Standby Purchaser, and will terminate upon the termination of this Agreement for any reason. In the event that a Standby Purchaser either defaults on his obligation pursuant to this Section 2.4 or terminates his obligations under this Agreement pursuant to Section 9.3, Shoal Point cannot obligate the other Standby Purchasers to exercise the Standby Commitment of the defaulting or terminating Standby Purchaser and no Standby Purchaser will be liable to Shoal Point with respect to a default by another Standby Purchaser. If one or more of the Standby Purchasers fails to purchase its or their proportionate share of the Standby Shares at the Closing Time the other Standby Purchaser(s) shall have the right, but shall not be obligated, to purchase on a pro-rata basis (or in such other proportion as the remaining Standby Purchasers may mutually agree) all, but not less than all, of the Standby Shares not purchased by the defaulting Standby Purchaser(s).