Oversubscription Clause Samples

Oversubscription. Within two (2) months from the Closing Date (the “Oversubscription Period”), the Investors shall have the right to subscribe for additional convertible notes in a total principal amount of up to 10% of the Purchase Price paid by the Investors under the same terms and conditions as the Notes (such right to subscription, the “Oversubscription Right”). If the Investors exercise such right, the Company shall, and shall cause its Subsidiaries to, enter into transaction documents with the Investors that are substantially the same as the Transaction Documents and issue such convertible notes to the Investors or their designees (which shall be the Investors’ Affiliates), provided that no additional collateral will be provided to secure such additional convertible notes as long as the value of the Collateral Package is above 120% of the total principal amount of the convertible notes held by the Investors or their Affiliates. Notwithstanding anything to the contrary, after one (1) month from the Closing Date, the Company shall have the right to, by sending a written notice to the Investors, accelerate the Oversubscription Period by any number of days, or declare the Oversubscription Period expire as of a day that is no earlier than the fifth (5th) Business Day after the date of the notice, to the extent required to allow the Company to file Form A1 on the planned filing date established by the Company in good faith based on the requirements of HKSE. Prior to sending the written notice, the Company and the Investors (or their counsel) will use commercially reasonable efforts to first discuss with the HKSE and confirm to HKSE that the timing, terms and pricing of the oversubscription is not contingent upon or connected with the proposed offering for the HKSE Listing.

Oversubscription. Issuer agrees that it will follow the procedure laid out in Issuer’s most recently filed Form C when determining which Investors will receive an allocation in the Offering in the event the Offering is oversubscribed. Issuer agrees that any Investor that fails to (a) verify their identity, (b) confirm their contact information or (c) fund their investment commitment, when prompted, for fifteen (15) calendar days or more will have their investment commitment rejected pursuant to the CFMD Policies. Issuer understands that an Offering must be open and accepting investment commitments for a minimum of twenty-one (21) calendar days pursuant to Reg CF Rule 304. If Issuer ends the Offering early, pursuant to Reg CF Rule 304(b), that earlier closing date shall supersede the Closing Date.

Oversubscription. Each Holder shall have the right of oversubscription such that if a Holder fails to purchase all of his Pro Rata Fraction, the other Holder shall have the right to purchase the balance of Selling Holder Shares not so purchased. Such right of oversubscription may be exercised by the Holder by offering to purchase more than his Pro Rata Fraction. If, as a result thereof, such oversubscription exceeds the total number of Selling Holder Shares available in respect of such oversubscription rights, the oversubscribing Holder shall be cut back with respect to his oversubscription on a pro rata basis in accordance with his respective Pro Rata Fraction or as the Holders may otherwise agree amongst themselves.

Oversubscription. In filling all available seats where the number of applications exceeds the available seats in a school, grade level or section, the District or MPS may give preference to siblings of transfer students attending school in the District or MPS, or to students selecting the District as their first choice or to eligible students displaced from other districts participating in the Chapter 220 Program, whose displacement was due to the implementation of the transportation regions.

Oversubscription. If any Participating Rights Holder fails or declines to exercise fully its Rights of Participation in accordance with Section 3.4, the Company shall promptly give a written notice (the “Second Participation Notice”) within five (5) days from the end of Participation Period to the Right Participants who agreed to exercise their Right of Participation in full in accordance with Section 3.4 (the “Oversubscribing Right Participant”). Each Oversubscribing Right Participant shall have fifteen (15) days from the date of the Second Participation Notice (the “Second Participation Period”) to notify the Company in written form of its desire to purchase the New Securities in excess of its Pro Rata Share, stating the number of the additional New Securities it proposes to purchase. If as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, the Oversubscribing Right Participants will be cut back by the Company with respect to their oversubscriptions to that number of remaining New Securities equal to the lesser of (a) the number of the additional Shares it proposes to purchase, or (b) the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction the numerator of which is the number of Ordinary Shares (calculated on a fully diluted and an as-converted basis) held by each Oversubscribing Right Participant and the denominator of which is the total number of Ordinary Shares (calculated on a fully diluted and an as-converted basis) held by all the Oversubscribing Rights Participants. The Company shall so notify the Right Participants within five (5) days from the end of the Second Participation Period. Notwithstanding anything to the contrary contained herein, the transaction in connection with the New Securities purchased by the Participation Rights Holder pursuant to this Section 3 shall be consummated within sixty-five (65) days following the receipt of the Purchase Notice from the Right Participants in respect of the desire to purchase such New Securities.

Oversubscription. If, after allocation of shares of Common Stock to Stockholders, there remain unexercised Rights, then the Agent shall allot the shares issuable upon exercise of such unexercised Rights (the "Remaining Shares") to stockholders who have exercised all of their Basic Subscription Privilege and who have exercised an Oversubscription Privilege. Shares subscribed for pursuant to the Oversubscription Privilege will be allocated in the amounts of such oversubscriptions if remaining sufficient shares are available. If the number of shares for which the Oversubscription Privilege has been exercised is greater than the Remaining Shares, the Agent shall allocate the Remaining Shares to Stockholders exercising Oversubscription Privileges based on the number of shares of Common Stock purchased by each of them pursuant to the Basic Subscription Privilege. The percentage of Remaining Shares each over-subscribing Stockholder may acquire will be rounded upwards or downwards, as appropriate, to result in delivery of whole shares of Common Stock. The Agent shall advise the Company immediately upon the completion of the allocation set forth above as to the total number of shares subscribed and distributable.

Oversubscription. The oversubscription rate is the ratio of the number of proposals submitted for a given instrument to the number of proposals which can be awarded beamtime. The participating RIs generally report an oversubscription rate of 2-3 at their instruments, while some instruments in particularly high demand (for example FEL beamlines) have an oversubscription rate as high as 3-6. A high degree of oversubscription is considered by the RI operators to be a positive sign, as it reflects the high relevance of their facility and demonstrates a need for further funding and extension of facility capabilities. However, it also realized that a too high oversubscription demotivates users from applying for beamtime and thereby leads to a narrowing of the user community. This also provides a motivation to enhance the number of beamlines/instruments in areas of particular high user demand. A proposed concept to redirect unsuccessful proposals to a different facility is considered by the User Office experts to be both unrealistic and not advisable. All facilities are similarly oversubscribed, and due to as the generally applied excellence-based selection method it would be the least successful project to be moved, at the same time the least interesting from the scientific point of view for the receiving facility. Some users apply in parallel to several facilities, in order to maximize their chances of success. These proposals are already reviewed by several facilities and do not qualify for such transfers. It is noted that there are some user groups which regularly succeed with their proposals and therefore receive significant amounts of beamtime, while other groups receive much less. But this result reflects the scientific excellence of those groups and should not be discouraged. Limitations restricting the optimum use of the RIs A key point which arose from the final discussion was the need for a balance, at each beamline, between high-risk experiments (more interesting and challenging, but possibly not resulting in publications) and “standard” experiments (with a high chance of publication). This balance allows that ground-breaking research is undertaken at each beamline, while ensuring a satisfactory number of publications generated each year. This goal is challenging to be implemented as it may interfere with the peer-review process. This process, set up to select experiment proposals according to their scientific quality, does in general not distinguish between “standard”...

Oversubscription. If the Holders oversubscribe for the Offered Securities, each Holder who notifies the Company that it desires to purchase Offered Securities shall have a right to purchase a pro rata portion of such Offered Securities based on the percentage that the Purchaser Common held by it bears to the shares of Purchaser Common held by all Holders who notify the Company of their desire to purchase any of the Offered Securities, assuming, for purpose of such allocation that all Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock has been converted into Common Stock at the then current conversion price but excluding all Public Shares; provided, however, that no Holder shall be allocated more of the Offered Securities than the maximum number it indicated it was willing to purchase in its notice and any of the Offered Securities which would otherwise be allocated to it will be allocated among the other Holders in accordance with this sentence. The Company shall promptly advise each Holder of the amount of Offered Securities it is entitled to purchase as a result of the allocation.

Oversubscription. If any Purchaser fails to exercise its right of first offer to purchase all or any part of such Purchaser’s pro rata share of the New Securities in accordance with subsection 3.3 above, the Company shall promptly give notice (the “Second Participation Notice”) to other Purchasers who exercised such rights in accordance with subsection 3.3 above. Such other Purchasers shall have five (5) days from the date of the Second Participation Notice (the “Second Participation Period”) to notify the Company of its desire to purchase more than its pro rata share of the New Securities, stating the number of the additional New Securities it proposes to buy. Such notice may be made by telephone if confirmed in writing within in two (2) days. If as a result thereof, such oversubscription exceeds the total number of the remaining New Securities available for purchase, the oversubscribing Purchasers will be cut back by the Company with respect to their oversubscriptions to that number of remaining New Securities equal to the product obtained by multiplying (i) the number of the remaining New Securities available for subscription by (ii) a fraction the numerator of which is the number of Registrable Securities held by each oversubscribing Purchasers notified and the denominator of which is the total number of Registrable Securities held by all the oversubscribing Purchasers. Each oversubscribing Purchaser shall be obligated to buy such number of additional New Securities as determined by the Company pursuant to this subsection 3.4 and the Company shall so notify the oversubscribing Purchasers within fifteen (15) days of the date of the Second Participation Notice.