OVERSUBSCRIPTION AMOUNT Sample Clauses

OVERSUBSCRIPTION AMOUNT. (a) Subscriber hereby irrevocably subscribes to purchase additional shares of White River Common Stock in the offering (the "Oversubscription Amount") if and as indicated on Schedule 1 to this Agreement, on the terms and subject to the conditions set forth in this Agreement and the Proxy Statement/Prospectus. (b) Subscriber's Oversubscription Amount is subject to the following conditions: (i) If Subscriber has not subscribed for its full Basic Subscription Amount, Subscriber will not be entitled to purchase shares in respect of Subscriber's Oversubscription Amount. (ii) Additional shares will only be available to allocate in respect of Subscriber's Oversubscription Amount to the extent that the sum of (1) the total number of shares allocated is less than the Maximum Offering in respect of Basic Subscription Amounts and (2) the minimum purchase commitments granted to standby purchasers in the Subscription Offering is less than the Maximum Offering. (iii) To the extent that additional shares are available to allocate to Oversubscription Amounts, but are not sufficient to honor all duly subscribed Oversubscription Amounts, the available shares will be prorated and Subscriber will be allocated the portion of the total shares available for Oversubscription Amounts equal to Subscriber's Ownership Percentage as a percent of the aggregate Ownership Percentages of all shareholders seeking Oversubscription Amount allotments. If the foregoing proration results in Subscriber being allocated a greater number of shares than Subscriber subscribed for, then Subscriber will be allocated only the number of shares for which Subscriber subscribed and the remaining shares will be allocated among all other subscribers purchasing Oversubscription Amounts. (c) Notwithstanding anything to the contrary contained or implied herein, without the prior written consent of White River, White River shall not be obligated to issue to Subscriber any shares to the extent such shares, when aggregated with other shares of White River Common Stock benefically owned by Subscriber, would cause Subscriber's ownership percentage of White River Common Stock after completion of the Subscription Offering to exceed the greater of (1) 4.9% of the White River Common Stock outstanding or (2) the percent equal to Subscriber's Ownership Percentage.
Sample 1
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Related to OVERSUBSCRIPTION AMOUNT

  • Subscription Price Each Warrant is exercisable at a price per share (the “Exercise Price”) of US$1.00. One (1) Warrant and the Exercise Price are required to subscribe for each share during the term of the Warrants.

  • Amount of Purchase Price The purchase price (“Purchase Price”) per Share for each Share which Optionee is entitled to purchase under the Options shall be $2.25 per Share.

  • Total Purchase Price (High Bid + Buyer’s Premium) $

  • Subscription Period 5.1.1 The Subscription Period is binding upon both Zensai and the Customer, meaning the Customer cannot terminate the Service, the Support Services and this SAAS Agreement during a Subscription Period. Notwithstanding the above, the Customer can terminate the Subscription due to a material default in the Services, cf. Section 10.3, or if a material change to the terms and conditions of the SAAS Agreement comes into force, cf. Section 16.1, and if the Customer is not in breach of the SAAS Agreement, Zensai will refund a pro rata portion of the Subscription Fee for the remaining un- used period of the Service and Support Services. 5.1.2 The Subscription Fee for the Subscription Period is defined in the Quote. The Customer may add Users or upgrade the Service during the Subscription Period but may not downgrade the number of Users during the Subscription Period. For Support Services, the Customer may upgrade its level of Helpdesk Services during a Subscription Period, but the Customer may not downgrade to a lower service level. 5.1.3 The initial Subscription Period shall be defined in the Quote as accepted by the Customer and shall cover a minimum of 12 months. At the end of the initial term, the Subscription is subject to automatic renewal with a Subscription Period running for terms of 12 months, or longer periods if agreed in a new Quote. The Subscription Fee will be invoiced upon renewal for pre-payment. The Subscription may be changed or terminated by the Customer with a notice of no less than 60 days before renewal. 5.1.4 Zensai may terminate the SAAS Agreement by giving a notice of twelve (12) months before the end of a Subscription Period.

  • Aggregate Purchase Price (a) The aggregate cash amount to be paid by the Purchaser at the Closing shall be Three Hundred Twenty Million Dollars ($320,000,000) minus the sum of (A) the amount of Net Debt, (B) the aggregate amount of all Seller Transaction Expenses to the extent not paid prior to the Closing Date that are due and payable on the Closing Date and (C) the aggregate Stock Option Adjustment Amounts (the "Preliminary Purchase Price"); provided, however, one and one-half percent (1.5%) of the sum of (x) the Preliminary Purchase Price plus (y) the aggregate Stock Option Adjustment Amounts (together, the "Escrow Amount") shall be delivered to an escrow agent (which escrow agent shall be a bank or trust company with a branch located in the City of New York) appointed prior to the Closing by the Stockholders Representative, subject to approval by the Purchaser, which approval shall not be unreasonably withheld or delayed, pursuant to an Escrow Agreement (the "Escrow Agreement") to be entered into by the Purchaser, the Stockholders Representative and the Escrow Agent. Such Escrow Amount shall be held and disbursed by the escrow agent in accordance with the terms and conditions in this Article II and in the Escrow Agreement. Prior to the Closing, the Stockholder Representative shall prepare a schedule (based upon the respective amounts payable to each Seller net of any amount payable by such Seller hereunder, but assuming that individually and in the aggregate each holder of Rollover Options held a like number of Options that were not Rollover Options in lieu of the Rollover Options so held) setting forth the respective percentages of the aggregate Escrow Amount applicable to each Seller, which schedule shall be utilized to determine any distributions to Sellers from the Escrow Amount or any other adjustments to the Purchase Price and corresponding payments to or by the Sellers (the "Pro Rata Amount"). (b) As used herein, the "Net Working Capital Adjustment Amount" shall be the difference between the final Net Working Capital amount as set forth in the Final Statement minus the Target. In accordance with Sections 2.7 and 2.8, the Preliminary Purchase Price shall be (1) increased by the Net Working Capital Adjustment Amount, if the Net Working Capital Adjustment Amount is a positive integral, or (2) decreased by the Net Working Capital Adjustment Amount, if the Net Working Capital Adjustment Amount is a negative integral. The Preliminary Purchase Price as so adjusted shall constitute the "Purchase Price."

  • Purchase Price Floor The Company and the Buyer shall not effect any sales under this Agreement on any Purchase Date where the Closing Sale Price is less than the Floor Price. “Floor Price” means $0.25 per share of Common Stock, which shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction.

  • Subscription Fee Customer shall pay to Service Provider in consideration for Service Provider providing the Services, the subscription fee as agreed upon in the Order Form.

  • Cash Purchase Price The term "Cash Purchase Price" shall have the meaning set forth in Section 2.3(a).

  • Purchase Price; Number of Shares The registered holder of this Warrant (the “Holder”), commencing on the date hereof, is entitled upon surrender of this Warrant with the subscription form annexed hereto duly executed, at the principal office of the Company, to purchase from the Company, at a price per share of $3.89 (the “Purchase Price”), 51,414 fully paid and nonassessable shares of the Company’s Series A-1 Preferred Stock, $0.0001 par value (the “Preferred Stock”). Until such time as this Warrant is exercised in full or expires, the Purchase Price and the securities issuable upon exercise of this Warrant are subject to adjustment as hereinafter provided. The person or persons in whose name or names any certificate representing shares of Preferred Stock is issued hereunder shall be deemed to have become the holder of record of the shares represented thereby as at the close of business on the date this Warrant is exercised with respect to such shares, whether or not the transfer books of the Company shall be closed.

  • Subscription Fees The Subscription Fee for Smart Configure, Price, Quote will remain fixed during the Subscription Term unless you: (i) exceed the Scope specified in the Order, (ii) give written notice for additional quantities of a Standard Sandbox and/or a Performance Sandbox, (iii) upgrade to a higher Edition package, (iv) subscribe to additional features or products, or (v) unless otherwise agreed to in the Order. Once increased as detailed above, your Subscription Fee will not decrease, even if there is a subsequent reduction in the actual Scope. You can learn more about how your fees may be otherwise adjusted in the 'Fees Adjustments' section below.

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