Common use of Conditional CGE Subscription Clause in Contracts

Conditional CGE Subscription. In the event that all Underlying Shares are not purchased pursuant to the Rights Offering (including pursuant to the Oversubscription Privilege), CGE and AWT hereby agree that, as immediately following the Expiration Date, CGE shall subscribe for and purchase from AWT and AWT shall issue and sell to CGE, or a subsidiary thereof designated by CGE, at the Subscription Price, such number of shares of Class A Common Stock (the "Conditional CGE Subscription"), such that (i) the total number of shares of Class A Common Stock subscribed by CGE in the Conditional CGE Subscription shall be no greater than (A) the total number of shares of Class A Common Stock available to be purchased by holders of Rights other than CGE and its subsidiaries (the "Public"), minus (B) the total number of shares of Class A Common Stock actually purchased by the Public, and (ii) in no event shall the gross proceeds resulting from CGE's and its subsidiaries' Basic Subscription Privilege and Conditional CGE Subscription pursuant to this Section 1.3 exceed $185,000,000.