Common use of Oversubscription Clause in Contracts

Oversubscription. (a) Each Holder may notify the Company that they wish to subscribe for and purchase a greater number of Option Shares than the number of Exercisable Shares listed opposite the name of such Holder on Schedule I hereto by checking the appropriate box on the Notice of Exercise and providing a maximum number of additional Option Shares (the “Additional Option Shares”) that such Holder wishes to subscribe for and purchase (such Holders, the “Oversubscribing Holders”). Receipt by the Company of a Notice of Exercise from a Holder that includes a number of Additional Option Shares shall be deemed to be an irrevocable commitment by such Holder to purchase the number of Additional Option Shares (or such lesser number of Additional Option Shares as are available as determined by the Company in its sole discretion) in accordance with the terms of this Agreement if the Option is not exercised by all Holders as provided in Section 2.2(b) hereof, subject to Section 2.3(b)(ii) hereof. (b) In the event that the Option is not exercised by all Holders in respect of the total number of their respective Exercisable Shares (the aggregate number of Exercisable Shares for which the Option has not been exercised, the “Total Unexercised Shares”), the Company will increase the number of Option Shares that each Oversubscribing Holder has the right to subscribe for and purchase from the Company at the Exercise Price by the lesser of (x) the number of Additional Option Shares identified by such Oversubscribing Holder and (y) the number of Total Unexercised Shares that correspond to each Oversubscribing Holder pro rata to the number of Additional Option Shares of each Oversubscribing Holder on the Exercise Date. (c) No later than five Business Days after the Exercise Date, the Company will notify each Oversubscribing Holder of (i) the number of Total Unexercised Shares, and (ii) the total number of Option Shares and Additional Option Shares that such Oversubscribing Holder shall be obligated to purchase pursuant to Section 2.2(b) hereof. The Company’s calculations in respect of this Section 2.2 shall be binding on all Holders, except for manifest mistake. (d) All references in this Agreement to “Option” shall include, where applicable, the Option with respect to the Additional Option Shares referred to in Section 2.2(b) hereof, and all references to “Exercisable Shares” shall include, where applicable, the “Additional Option Shares.”

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 (athe “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 Holder may Oversubscribing Right Participant shall have fifteen (15) days from the date of the Second Participation Notice (the “Second Participation Period”) to notify the Company that they wish in written form of its desire to subscribe for and purchase a greater number the New Securities in excess of Option Shares than its Pro Rata Share, stating the number of Exercisable Shares listed opposite the name of additional New Securities it proposes to purchase. If as a result thereof, such Holder on Schedule I hereto by checking the appropriate box on the Notice of Exercise and providing a maximum number of additional Option Shares (the “Additional Option Shares”) that such Holder wishes to subscribe for and purchase (such Holders, the “Oversubscribing Holders”). Receipt by the Company of a Notice of Exercise from a Holder that includes a number of Additional Option Shares shall be deemed to be an irrevocable commitment by such Holder to purchase the number of Additional Option Shares (or such lesser number of Additional Option Shares as are available as determined by the Company in its sole discretion) in accordance with the terms of this Agreement if the Option is not exercised by all Holders as provided in Section 2.2(b) hereof, subject to Section 2.3(b)(ii) hereof. (b) In the event that the Option is not exercised by all Holders in respect of 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 respective Exercisable Shares (the aggregate oversubscriptions to that number of Exercisable Shares for which the Option has not been exercised, the “Total Unexercised Shares”), the Company will increase the number of Option Shares that each Oversubscribing Holder has the right remaining New Securities equal to subscribe for and purchase from the Company at the Exercise Price by the lesser of (xa) the number of Additional Option the additional Shares identified by such Oversubscribing Holder and it proposes to purchase, or (yb) the number of Total Unexercised Shares that correspond to each Oversubscribing Holder pro rata to the number of Additional Option Shares of each Oversubscribing Holder on the Exercise Date. (c) No later than five Business Days after the Exercise Date, the Company will notify each Oversubscribing Holder of product obtained by multiplying (i) the number of Total Unexercised Shares, and 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 Option Ordinary Shares (calculated on a fully diluted and Additional Option Shares that such 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 obligated to purchase pursuant to Section 2.2(bconsummated within sixty-five (65) hereof. The Company’s calculations days following the receipt of the Purchase Notice from the Right Participants in respect of this Section 2.2 shall be binding on all Holders, except for manifest mistakethe desire to purchase such New Securities. (d) All references in this Agreement to “Option” shall include, where applicable, the Option with respect to the Additional Option Shares referred to in Section 2.2(b) hereof, and all references to “Exercisable Shares” shall include, where applicable, the “Additional Option Shares.”

Oversubscription. 8.1 To the extent Holders do not exercise all of the Rights issued to them pursuant to the Basic Subscription Privilege, any Underlying Shares represented by such Rights will be offered by means of the Oversubscription Privilege to the Holders (aother than U-C Holdings) Each who have exercised all of the Rights issued to them pursuant to the Basic Subscription Privilege and who wish to acquire more than the number of Underlying Shares to which they are entitled. Only Holders who exercise all the Rights issued to them pursuant to the Basic Subscription Privilege may indicate, on the Subscription Certificate, which they submit with respect to the exercise of the Rights issued to them, how many Underlying Shares they desire to purchase pursuant to the Oversubscription Privilege. If sufficient Underlying Shares remain after completion of the Basic Subscription Privilege, all oversubscription requests will be honored in full (subject to the limitation that no Holder may notify oversubscribe for more than 100% of the Company Underlying Shares purchased by such Holder in the Holder's exercise of its Basic Subscription Privilege). If sufficient Underlying Shares are not available to honor all oversubscription requests, the available shares will be allocated pro rata (subject to elimination of fractional shares) among Holders who exercise the Oversubscription Privilege in proportion to the number of shares each Holder purchased pursuant to the Basic Subscription Privilege; provided, however, that they wish to subscribe for and purchase if such pro rata allocation results in any Holder being allocated a greater number of Option Shares shares than such Holder subscribed for pursuant to the exercise of such Holder's Oversubscription Privilege, then such Holder will be allocated only such number of Exercisable Shares listed opposite the name of shares as such Holder on Schedule I hereto subscribed for and the remaining shares will be allocated among all other Holders exercising the Oversubscription Privilege. 8.2 As soon as practicable after the allocation of shares subscribed for pursuant to the Oversubscription Privilege and after receipt by checking the appropriate box on Agent of the Notice of Exercise and providing a maximum number of additional Option Shares (the “Additional Option Shares”) that such Holder wishes to subscribe for and purchase (such HoldersClosing, the “Oversubscribing Holders”). Receipt by the Company of a Notice of Exercise from a Agent shall refund to each Holder that includes a number of Additional Option Shares shall be deemed to be an irrevocable commitment any amount paid by such Holder to and not applied toward the purchase the number of Additional Option Underlying Shares (or such lesser number of Additional Option Shares as are available as determined by the Company in its sole discretion) in accordance with the terms of this Agreement if the Option is not exercised by all Holders as provided in Section 2.2(b) hereof, subject to Section 2.3(b)(ii) hereof. (b) In the event that the Option is not exercised by all Holders in respect of the total number of their respective Exercisable Shares (the aggregate number of Exercisable Shares for which the Option has not been exercised, the “Total Unexercised Shares”), the Company will increase the number of Option Shares that each Oversubscribing Holder has the right to subscribe for and purchase from the Company at the Exercise Price by the lesser of (x) the number of Additional Option Shares identified by such Oversubscribing Holder and (y) the number of Total Unexercised Shares that correspond to each Oversubscribing Holder pro rata to the number of Additional Option Shares of each Oversubscribing Holder on the Exercise Date. (c) No later than five Business Days after the Exercise Date, the Company will notify each Oversubscribing Holder of (i) the number of Total Unexercised Shares, and (ii) the total number of Option Shares and Additional Option Shares that such Oversubscribing Holder shall be obligated to purchase pursuant to Section 2.2(b) hereof. The Company’s calculations in respect such Holder's exercise of this Section 2.2 shall be binding on all Holders, except for manifest mistakeits Oversubscription Privilege. (d) All references in this Agreement to “Option” shall include, where applicable, the Option with respect to the Additional Option Shares referred to in Section 2.2(b) hereof, and all references to “Exercisable Shares” shall include, where applicable, the “Additional Option Shares.”

Oversubscription. (a) Each Holder may notify the Company that they wish to subscribe for and purchase a greater number of Option Shares than the number of Exercisable Shares listed opposite the name of such Holder on Schedule I hereto by checking the appropriate box on the Notice of Exercise and providing a maximum number of additional Option Shares (the “Additional Option Shares”) that such Holder wishes to subscribe for and purchase (such Holders, the “Oversubscribing Holders”). Receipt by the Company of a Notice of Exercise from a Holder that includes a number of Additional Option Shares shall be deemed to be an irrevocable commitment by such Holder to purchase the number of Additional Option Shares (or such lesser number of Additional Option Shares as are available as determined by the Company in its sole discretion) in accordance with the terms of this Agreement if the Option is not exercised by all Holders as provided in Section 2.2(b) hereof, subject to Section 2.3(b)(ii) hereof. (b) In the event that the ROFR Eligible Holders do not purchase all of the Transfer Shares available pursuant to Section 6.2(b) above, the Transferor shall promptly give written notice (the “Second Proposed Transfer Notice”, together with the First Proposed Transfer Notice, the “Proposed Transfer Notices”) to the Company and the ROFR Eligible Holders that have elected to purchase its entire Pro Rata ROFR Share of the Transfer Shares (the “Participating ROFR Eligible Holders”), which shall set forth the number of shares of Transfer Shares not purchased by the ROFR Eligible Holders (the “Remaining Shares”) and the terms set forth in the First Proposed Transfer Notice. The Participating ROFR Eligible Holders shall then have a right to purchase up to all of the Remaining Shares by delivering a written notice to the Transferor and the Company within fifteen (15) days after delivery of the Second Proposed Transfer Notice (the “Option is not exercised Period”) of its election to purchase any or all of the Remaining Shares on the same terms and conditions as set forth in the Second Proposed Transfer Notice. If the Participating ROFR Eligible Holders desire to purchase in aggregate more than the number of Remaining Shares, then such Participating ROFR Eligible Holders will be cut back by all Holders in the Company with respect to its oversubscription to such number of Remaining Shares, equal to the product obtained by multiplying (i) the Remaining Shares by (ii) a fraction, the numerator of which shall be the number of Ordinary Shares (on an as converted and fully-diluted basis) held by such Participating ROFR Eligible Holder on the date of the First Proposed Transfer Notice and the denominator of which shall be the total number of their respective Exercisable Ordinary Shares (on an as converted and fully-diluted basis) held by all the aggregate number of Exercisable Shares for which the Option has not been exercised, the “Total Unexercised Shares”), the Company will increase the number of Option Shares that each Oversubscribing Holder has the right to subscribe for and purchase from the Company at the Exercise Price by the lesser of (x) the number of Additional Option Shares identified by such Oversubscribing Holder and (y) the number of Total Unexercised Shares that correspond to each Oversubscribing Holder pro rata to the number of Additional Option Shares of each Oversubscribing Holder Participating ROFR Eligible Holders on the Exercise Datedate of the First Proposed Transfer Notice. (c) No later than five Business Days after the Exercise Date, the Company will notify each Oversubscribing Holder of (i) the number of Total Unexercised Shares, and (ii) the total number of Option Shares and Additional Option Shares that such Oversubscribing Holder shall be obligated to purchase pursuant to Section 2.2(b) hereof. The Company’s calculations in respect of this Section 2.2 shall be binding on all Holders, except for manifest mistake. (d) All references in this Agreement to “Option” shall include, where applicable, the Option with respect to the Additional Option Shares referred to in Section 2.2(b) hereof, and all references to “Exercisable Shares” shall include, where applicable, the “Additional Option Shares.”

Oversubscription. (a) Each Holder To the extent Holders do not exercise all of the Subscription Rights issued to them pursuant to the Basic Subscription Privilege, any Underlying Shares represented by such Subscription Rights will be offered by means of the Over-Subscription Privilege to the Holders who have exercised all of the Subscription Rights issued to them pursuant to the Basic Subscription Privilege and who wish to acquire more than the number of Underlying Shares to which they are entitled. Only Holders who exercise all the Subscription Rights issued to them pursuant to the Basic Subscription Privilege may notify indicate, on the Company Subscription Certificate that they wish submit with respect to subscribe for the exercise of the Subscription Rights issued to them, how many Underlying Shares they desire to purchase pursuant to the Over-Subscription Privilege. If sufficient Underlying Shares remain after completion of the Basic Subscription Privilege, all Over-Subscription requests will be honored in full. If sufficient Underlying Shares are not available to honor all Over-Subscription requests, the available shares will be allocated pro rata (subject to elimination of fractional shares and purchase the provisions of Sections 7(a) and (b) hereof) among Holders who exercise the Over-Subscription Privilege in proportion to the number of shares each Holder purchased pursuant to the Basic Subscription Privilege; provided, however, that if such pro rata allocation results in any Holder being allocated a greater number of Option Shares shares than such Holder subscribed for pursuant to the exercise of such Holder's Over-Subscription Privilege, then such Holder will be allocated only such number of Exercisable Shares listed opposite the name of shares as such Holder on Schedule I hereto by checking the appropriate box on the Notice of Exercise and providing a maximum number of additional Option Shares (the “Additional Option Shares”) that such Holder wishes to subscribe subscribed for and purchase (such Holders, the “Oversubscribing Holders”). Receipt by remaining shares will be allocated among all other Holders exercising the Company of a Notice of Exercise from a Holder that includes a number of Additional Option Shares shall be deemed to be an irrevocable commitment by such Holder to purchase the number of Additional Option Shares (or such lesser number of Additional Option Shares as are available as determined by the Company in its sole discretion) in accordance with the terms of this Agreement if the Option is not exercised by all Holders as provided in Section 2.2(b) hereof, subject to Section 2.3(b)(ii) hereofOver-Subscription Privilege. (b) In As soon as practicable after the event that Expiration Date and the Option is not exercised by all Holders in respect allocation of shares subscribed for pursuant to the total number of their respective Exercisable Shares (the aggregate number of Exercisable Shares for which the Option has not been exercisedOver-Subscription Privilege, the “Total Unexercised Shares”), the Company will increase the number of Option Shares that Agent shall refund to each Oversubscribing Holder has the right to subscribe for and purchase from the Company at the Exercise Price by the lesser of (x) the number of Additional Option Shares identified any amount paid by such Oversubscribing Holder and (y) not applied toward the number purchase of Total Unexercised Underlying Shares that correspond to each Oversubscribing Holder pro rata to the number of Additional Option Shares of each Oversubscribing Holder on the Exercise Date. (c) No later than five Business Days after the Exercise Date, the Company will notify each Oversubscribing Holder of (i) the number of Total Unexercised Shares, and (ii) the total number of Option Shares and Additional Option Shares that such Oversubscribing Holder shall be obligated to purchase pursuant to Section 2.2(b) hereof. The Company’s calculations in respect such Holder's exercise of this Section 2.2 shall be binding on all Holders, except for manifest mistakeits Over-Subscription Privilege. (d) All references in this Agreement to “Option” shall include, where applicable, the Option with respect to the Additional Option Shares referred to in Section 2.2(b) hereof, and all references to “Exercisable Shares” shall include, where applicable, the “Additional Option Shares.”

Oversubscription. 8.1 To the extent Holders do not exercise all of the Rights issued to them pursuant to the Basic Subscription Privilege, any Underlying Shares represented by such Rights will be offered by means of the Oversubscription Privilege to the Holders (aother than U-C Holdings) Each Holder may notify who have exercised all of the Company that they Rights issued to them pursuant to the Basic Subscription Privilege and who wish to subscribe for and acquire more than the number of Shares to which they are entitled. Only Holders who exercise all the Rights issued to them pursuant to the Basic Subscription Privilege may indicate, on the Subscription Certificate, which they submit with respect to the exercise of the Rights issued to them, how many Shares they desire to purchase pursuant to the Oversubscription Privilege. If sufficient Shares remain after completion of the Basic Subscription Privilege, all oversubscription requests will be honored in full. If sufficient Shares are not available to honor all oversubscription requests, the available shares will be allocated pro rata (subject to elimination of fractional shares) among Holders who exercise the Oversubscription Privilege in proportion to the number of shares each Holder purchased pursuant to the Basic Subscription Privilege; provided, however, that if such pro rata allocation results in any Holder being allocated a greater number of Option Shares shares than such Holder subscribed for pursuant to the exercise of such Holder's Oversubscription Privilege, then such Holder will be allocated only such number of Exercisable Shares listed opposite the name of shares as such Holder on Schedule I hereto by checking the appropriate box on the Notice of Exercise and providing a maximum number of additional Option Shares (the “Additional Option Shares”) that such Holder wishes to subscribe subscribed for and purchase (such Holders, the “Oversubscribing Holders”). Receipt by remaining shares will be allocated among all other Holders exercising the Company of a Notice of Exercise from a Holder that includes a number of Additional Option Shares shall be deemed to be an irrevocable commitment by such Holder to purchase the number of Additional Option Shares (or such lesser number of Additional Option Shares as are available as determined by the Company in its sole discretion) in accordance with the terms of this Agreement if the Option is not exercised by all Holders as provided in Section 2.2(b) hereof, subject to Section 2.3(b)(ii) hereofOversubscription Privilege. (b) In the event that the Option is not exercised by all Holders in respect of the total number of their respective Exercisable Shares (the aggregate number of Exercisable Shares for which the Option has not been exercised, the “Total Unexercised Shares”), the Company will increase the number of Option Shares that each Oversubscribing Holder has the right to subscribe for and purchase from the Company at the Exercise Price by the lesser of (x) the number of Additional Option Shares identified by such Oversubscribing Holder and (y) the number of Total Unexercised Shares that correspond to each Oversubscribing Holder pro rata to the number of Additional Option Shares of each Oversubscribing Holder on the Exercise Date. (c) No later than five Business Days after the Exercise Date, the Company will notify each Oversubscribing Holder of (i) the number of Total Unexercised Shares, and (ii) the total number of Option Shares and Additional Option Shares that such Oversubscribing Holder shall be obligated to purchase pursuant to Section 2.2(b) hereof. The Company’s calculations in respect of this Section 2.2 shall be binding on all Holders, except for manifest mistake. (d) All references in this Agreement to “Option” shall include, where applicable, the Option with respect to the Additional Option Shares referred to in Section 2.2(b) hereof, and all references to “Exercisable Shares” shall include, where applicable, the “Additional Option Shares.”

Oversubscription. If, after allocation of shares of Common Stock to Exercising Shareholders, there remain shares not subscribed for through the Basic Subscription Privilege (a) Each Holder may notify the Company that they "Excess Shares"), then the Agent shall allocate such Excess Shares to Shareholders who have exercised all the Rights initially issued to them and who wish to subscribe acquire more than the number of shares for and purchase which the Rights issued to them are exercisable. If the number of shares for which the Oversubscription Privilege has been exercised is greater than the Excess Shares, the Agent shall allocate pro rata the Excess Shares among the Shareholders exercising the Oversubscription Privilege based on the number of shares each Shareholder exercising the Oversubscription Privilege has purchased pursuant to the Basic Subscription Privilege; provided, however, that if such pro rata allocation results in any Shareholder being allocated a greater number of Option Excess Shares than such Shareholder subscribed for pursuant to the exercise of such Shareholder's Oversubscription Privilege, then such Shareholder will be allocated only such number of Exercisable Excess Shares listed opposite the name of as such Holder on Schedule I hereto by checking the appropriate box on the Notice of Exercise and providing a maximum number of additional Option Shares (the “Additional Option Shares”) that such Holder wishes to subscribe Shareholder subscribed for and purchase (such Holders, the “Oversubscribing Holders”)remaining Excess Shares will be allocated among all other Shareholders exercising the Oversubscription Privilege. Receipt by The percentage of Excess Shares each oversubscribing Shareholder may acquire will be rounded up or down to result in delivery of whole shares of Common Stock. The Agent shall advise the Company immediately upon the completion of a Notice of Exercise from a Holder that includes a number of Additional Option Shares shall be deemed the allocation set forth above as to be an irrevocable commitment by such Holder to purchase the number of Additional Option Shares (or such lesser number of Additional Option Shares as are available as determined by the Company in its sole discretion) in accordance with the terms of this Agreement if the Option is not exercised by all Holders as provided in Section 2.2(b) hereof, subject to Section 2.3(b)(ii) hereof. (b) In the event that the Option is not exercised by all Holders in respect of the total number of their respective Exercisable Shares (the aggregate number of Exercisable Shares for which the Option has not been exercised, the “Total Unexercised Shares”), the Company will increase the number of Option Shares that each Oversubscribing Holder has the right to subscribe for shares subscribed and purchase from the Company at the Exercise Price by the lesser of (x) the number of Additional Option Shares identified by such Oversubscribing Holder and (y) the number of Total Unexercised Shares that correspond to each Oversubscribing Holder pro rata to the number of Additional Option Shares of each Oversubscribing Holder on the Exercise Datedistributable. (c) No later than five Business Days after the Exercise Date, the Company will notify each Oversubscribing Holder of (i) the number of Total Unexercised Shares, and (ii) the total number of Option Shares and Additional Option Shares that such Oversubscribing Holder shall be obligated to purchase pursuant to Section 2.2(b) hereof. The Company’s calculations in respect of this Section 2.2 shall be binding on all Holders, except for manifest mistake. (d) All references in this Agreement to “Option” shall include, where applicable, the Option with respect to the Additional Option Shares referred to in Section 2.2(b) hereof, and all references to “Exercisable Shares” shall include, where applicable, the “Additional Option Shares.”