Allocated Amount Defined Clause Samples

Allocated Amount Defined. For the purposes of Section 5.2(a), ------------------------ the term "Allocated Amount" shall mean, with respect to each Accepting Holder ---------------- and the C&D Offeree (collectively, the "Participants") in a C&D Sale, the aggregate amount of the Offered Securities in such C&D Sale allocated to such Participant in a series of calculations (each, an "Allocation Calculation") as ---------------------- follows: first, each Participant shall be allocated an amount of the Offered Securities in such C&D Sale equal to the lesser of (a) such Participant's - Subscribed Amount of such Offered Securities and (b) such Participant's - Proportionate First Share of such Offered Securities; thereafter, in each subsequent Allocation Calculation for such C&D Sale, each Participant whose Subscribed Amount of such Offered Securities exceeds the aggregate amount of Offered Securities allocated to such Participant in prior Allocation Calculations in respect of such C&D Sale shall be allocated an additional amount of Offered Securities equal to the lesser of (i) such Participant's - Proportionate Subsequent Share of such Offered Securities and (ii) the excess of -- such Participant's Subscribed Amount of such Offered Securities over the aggregate amount of Offered Securities allocated to such Participant in all prior Allocation Calculations in respect of such C&D Sale. For the purposes of this Section 5.2(a), the term "Proportionate First Share" shall ------------------------- mean, with respect to each Participant in a C&D Sale, an amount of the Offered Securities in such C&D Sale that is equal to the product of (a) the quotient - determined by dividing (i) the percentage of the outstanding Common Stock (on a - fully diluted basis) held by such Participant by (ii) the aggregate percentage -- of the outstanding Common Stock (on a fully diluted basis) held by all Participants in such C&D Sale and (b) the aggregate amount of such Offered - Securities. For the purposes of this Section 5.2(b), the term "Proportionate ------------- Subsequent Share" shall mean, with respect to each Participant in a C&D Sale ---------------- being allocated a Proportionate Subsequent Share of Offered Securities in an Allocation Calculation for such C&D Sale, an amount of the Offered Securities in such C&D Sale equal to the product of (a) the quotient determined by dividing - (i) the percentage of the outstanding Common Stock (on a fully diluted basis) - held by such Participant by (ii) the aggr...