Allocation of Unsubscribed Shares Sample Clauses

Allocation of Unsubscribed Shares. Promptly following the expiration of the Rights Offering, the Company will determine the amount of Unsubscribed Shares. Upon the Company’s determination of the number of Unsubscribed Shares, the Company promptly will notify the Standby Purchaser in writing of the amount of Common Stock to be purchased by it, which amount may be less than the Commitment Amount (the “Allocated Amount”).
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Allocation of Unsubscribed Shares. Promptly following the expiration of the Equity Offering on March 29, 2024 (the “Subscription Deadline”), the Company will determine the amount of Unsubscribed Shares. Upon the Company’s determination of the number of Unsubscribed Shares, the Company promptly will notify the Standby Purchaser in writing of the aggregate amount of Unsubscribed Shares to be purchased by it, which amount may be less than the Commitment Amount (the “Allocated Amount”).
Sample 1Sample 2
Allocation of Unsubscribed Shares. Promptly following the expiration of the Rights Offering, the Company shall determine the number of Unsubscribed Shares. Upon the Company’s determination of the number of Unsubscribed Shares, which shall be deemed to be correct, absent manifest error, the Company shall promptly notify each of the Standby Purchasers in writing of the number of shares of Class B Common Stock to be purchased by such Standby Purchaser, which amount may be less than or equal to such Standby Purchaser’s Pro Rata Portion of the Unsubscribed Shares (the “Allocated Shares”).
Sample 1
Allocation of Unsubscribed Shares. Promptly following the expiration of the Rights Offering, the Company will determine the amount of Unsubscribed Shares. The Company shall allocate the Unsubscribed Shares among the Investors on a pro rata basis based on each Investor’s Commitment Shares in the Standby Offering. Upon the Company’s allocation of the Unsubscribed Shares to the Investors, the Company will promptly notify the Standby Purchaser in writing of the number of Unsubscribed Shares allocated to the Standby Purchaser (the “Allocated Shares”), which number may be less than the number of Commitment Shares. Notwithstanding anything to the contrary contained herein, the Company may, in its sole discretion and at any time prior to the Closing, reduce the number of Allocated Shares to the extent necessary to ensure that, after giving effect to the Rights Offering and the issuance of all shares of Common Stock offered in the Standby Offering, the Standby Purchaser will not beneficially own capital securities of the Company which entitle the Standby Purchaser to cast more than 9.9% of the aggregate number of votes which may be cast by all holders of the Company’s outstanding capital securities on matters submitted to such holders for a vote (the “Voting Limitation”). The Company will promptly notify the Standby Purchaser in writing of any reduction in the Allocated Shares based on the Voting Limitation.
Sample 1

Related to Allocation of Unsubscribed Shares

  • Allocation of Purchase Price (a) No later than sixty (60) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser shall prepare and deliver to Seller a draft of a statement (the “Draft Allocation Statement”) setting forth the allocation of the total consideration paid by Purchaser to Seller pursuant to this Agreement among the Assets for purposes of Section 1060 of the Code. If, within thirty (30) calendar days of the receipt of the Draft Allocation Statement, Seller shall not have objected in writing to such draft, the Draft Allocation Statement shall become the Final Allocation Statement, as defined below. If Seller objects to the Draft Allocation Statement in writing within such thirty (30) calendar-day period, Purchaser and Seller shall negotiate in good faith to resolve any disputed items. If, within ninety (90) calendar days after the final determination of the Adjusted Payment Amount in accordance with the procedures set forth in Section 3.3, Purchaser and Seller fail to agree on such allocation, any disputed aspects of such allocation shall be resolved by a nationally recognized independent accounting firm mutually acceptable to Purchaser and Seller. The allocation of the total consideration, as agreed upon by Purchaser and Seller (as a result of either Seller’s failure to object to the Draft Allocation Statement or of good faith negotiations between Purchaser and Seller) or determined by an accounting firm under this Section 3.9(a) (the “Final Allocation Statement”), shall be final and binding upon the parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the parties shall each pay one-half (50%) of the fees and expenses of such accounting firm. (b) Purchaser and Seller shall report the transaction contemplated by this Agreement (including income Tax reporting requirements imposed pursuant to Section 1060 of the Code) in accordance with the allocation specified in the Final Allocation Statement. Each of Purchaser and Seller agrees to timely file, or cause to be timely filed, IRS Form 8594 (or any comparable form under state or local Tax law) and any required attachment thereto in accordance with the Final Allocation Statement. Except as otherwise required pursuant to a “determination” under Section 1313 of the Code (or any comparable provision of state or local law), neither Purchaser nor Seller shall take, or shall permit its Affiliates to take, a Tax position which is inconsistent with the Final Allocation Statement. In the event any party hereto receives notice of an audit in respect of the allocation of the consideration paid for the Assets, such party shall immediately notify the other party in writing as to the date and subject of such audit. Any adjustment to the Purchase Price pursuant to Section 3.3 shall be allocated among the Assets by reference to the item or items to which such adjustment is attributable.

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