Common use of Oversubscription Clause in Contracts

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 (other than U-C Holdings) 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 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 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 shares as such Holder subscribed for and the remaining shares will be allocated among all other Holders exercising the Oversubscription Privilege.

Oversubscription. 8.1 To If any Participating Rights Holder fails or declines to exercise fully its Rights of Participation in accordance with Section 3.4, the extent Holders do not 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 all 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 Rights issued Second Participation Notice (the “Second Participation Period”) to them pursuant notify the Company in written form of its desire to purchase the Basic Subscription PrivilegeNew Securities in excess of its Pro Rata Share, any Underlying Shares represented by such Rights will be offered by means of the Oversubscription Privilege to the Holders (other than U-C Holdings) who have exercised all of the Rights issued to them pursuant to the Basic Subscription Privilege and who wish to acquire more than stating the number of Shares the additional New Securities it proposes to which they are entitledpurchase. Only Holders who exercise all If as a result thereof, such oversubscription exceeds the Rights issued to them pursuant to total number of the Basic Subscription Privilege may indicateremaining New Securities available for purchase, on the Subscription Certificate, which they submit 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 exercise 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 issued Participants. The Company shall so notify the Right Participants within five (5) days from the end of the Second Participation Period. Notwithstanding anything to themthe contrary contained herein, how many Shares they 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 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 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 shares as such Holder subscribed for and the remaining shares will be allocated among all other Holders exercising the Oversubscription PrivilegeNew Securities.

Oversubscription. 8.1 To the extent Holders do If, after allocation of shares of Common Stock to Exercising Shareholders, there remain shares not exercise all of the Rights issued to them pursuant to subscribed for through the Basic Subscription PrivilegePrivilege (the "Excess Shares"), any Underlying then the Agent shall allocate such Excess Shares represented by such Rights will be offered by means of the Oversubscription Privilege to the Holders (other than U-C Holdings) Shareholders who have exercised all of the Rights initially issued to them pursuant to the Basic Subscription Privilege and who wish to acquire more than the number of Shares to shares for 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 Privilegeare exercisable. If sufficient Shares remain after completion the number 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 for which the Oversubscription Privilege in proportion to 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 Holder Shareholder exercising the Oversubscription Privilege has purchased pursuant to the Basic Subscription Privilege; provided, however, that if such pro rata allocation results in any Holder Shareholder being allocated a greater number of shares Excess Shares than such Holder Shareholder subscribed for pursuant to the exercise of such HolderShareholder's Oversubscription Privilege, then such Holder Shareholder will be allocated only such number of shares Excess Shares as such Holder Shareholder subscribed for and the remaining shares Excess Shares will be allocated among all other Holders Shareholders exercising the Oversubscription Privilege. 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 the allocation set forth above as to the total number of shares subscribed and distributable.

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 (other than U-C Holdings) 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 fullfull (subject to the limitation that no Holder may oversubscribe for more than 100% of the 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 if such pro rata allocation results in any Holder being allocated a greater number of 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 shares as such Holder 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 the Agent of the Notice of Closing, the Agent shall refund to each Holder any amount paid by such Holder and not applied toward the purchase of Underlying Shares pursuant to such Holder's exercise of its Oversubscription Privilege.

Oversubscription. 8.1 To In the extent event that the ROFR Eligible Holders do not exercise purchase all of the Rights issued to them Transfer Shares available pursuant to Section 6.2(b) above, the Basic Subscription PrivilegeTransferor shall promptly give written notice (the “Second Proposed Transfer Notice”, any Underlying Shares represented by such Rights will be offered by means 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 Oversubscription Privilege to 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 (other than U-C Holdingsthe “Remaining Shares”) who and the terms set forth in the First Proposed Transfer Notice. The Participating ROFR Eligible Holders shall then have exercised a right to purchase up to all of the Rights issued to them pursuant Remaining Shares by delivering a written notice to the Basic Subscription Privilege Transferor and who wish the Company within fifteen (15) days after delivery of the Second Proposed Transfer Notice (the “Option Period”) of its election to acquire 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 Shares to which they are entitled. Only Remaining Shares, then such Participating ROFR Eligible Holders who exercise all will be cut back by the Rights issued to them pursuant to the Basic Subscription Privilege may indicate, on the Subscription Certificate, which they submit Company with respect to the exercise its oversubscription to such number of the Rights issued to themRemaining Shares, how many Shares they desire to purchase pursuant equal to the Oversubscription Privilege. If sufficient product obtained by multiplying (i) the Remaining 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 requestsby (ii) a fraction, the available shares will numerator of which shall 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 Ordinary Shares (on an as converted and fully-diluted basis) held by such Participating ROFR Eligible Holder purchased pursuant to on the Basic Subscription Privilege; provided, however, that if such pro rata allocation results in any Holder being allocated a greater date of the First Proposed Transfer Notice and the denominator of which shall be the total number of shares than such Holder subscribed for pursuant to Ordinary Shares (on an as converted and fully-diluted basis) held by all the exercise Participating ROFR Eligible Holders on the date of such Holder's Oversubscription Privilege, then such Holder will be allocated only such number of shares as such Holder subscribed for and the remaining shares will be allocated among all other Holders exercising the Oversubscription PrivilegeFirst Proposed Transfer Notice.

Oversubscription. 8.1 (a) 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 Oversubscription Over-Subscription Privilege to the Holders (other than U-C Holdings) 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 indicate, on the Subscription Certificate, which Certificate that they submit with respect to the exercise of the Subscription Rights issued to them, how many Underlying Shares they desire to purchase pursuant to the Oversubscription Over-Subscription Privilege. If sufficient Underlying Shares remain after completion of the Basic Subscription Privilege, all oversubscription Over-Subscription requests will be honored in full. If sufficient Underlying Shares are not available to honor all oversubscription Over-Subscription requests, the available shares will be allocated pro rata (subject to elimination of fractional sharesshares and the provisions of Sections 7(a) and (b) hereof) among Holders who exercise the Oversubscription 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 shares than such Holder subscribed for pursuant to the exercise of such Holder's Oversubscription Over-Subscription Privilege, then such Holder will be allocated only such number of shares as such Holder subscribed for and the remaining shares will be allocated among all other Holders exercising the Oversubscription Over-Subscription Privilege. (b) As soon as practicable after the Expiration Date and the allocation of shares subscribed for pursuant to the Over-Subscription Privilege, the Agent shall refund to each Holder any amount paid by such Holder and not applied toward the purchase of Underlying Shares pursuant to such Holder's exercise of its Over-Subscription Privilege.

Oversubscription. 8.1 To (a) Each Holder may notify 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 (other than U-C Holdings) who have exercised all of the Rights issued to them pursuant to the Basic Subscription Privilege and who Company that they wish to acquire more 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 they are entitled. Only Holders who exercise all the Rights issued 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 them 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 Basic Subscription Privilege may indicate, on the Subscription Certificate, which they submit Option with respect to the exercise of the Rights issued Additional Option Shares referred to themin Section 2.2(b) hereof, how many Shares they desire and all references to purchase pursuant to the Oversubscription Privilege. If sufficient Shares remain after completion of the Basic Subscription Privilege“Exercisable Shares” shall include, all oversubscription requests will be honored in full. If sufficient Shares are not available to honor all oversubscription requestswhere applicable, 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 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 shares as such Holder subscribed for and the remaining shares will be allocated among all other Holders exercising the Oversubscription Privilege“Additional Option Shares.”