Common use of Undersubscription of Shares Clause in Contracts

Undersubscription of Shares. If options to purchase under this Section 4 have been exercised by the Company and the Shareholders with respect to some but not all of the Shares subject to a Proposed Transfer by the end of the 40-day period specified in the second-to-last sentence of Section 4.1(c) (the “Shareholder Notice Period”), then the Company shall, immediately after the expiration of the Shareholder Notice Period, send written notice (the “Company Undersubscription Notice”) to those Shareholders who fully exercised their Secondary Refusal Right within the Shareholder Notice Period (the “Exercising Shareholders”). Each Exercising Shareholder shall, subject to the provisions of this Section 4.1(d), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed Shares on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an Exercising Shareholder must deliver an Undersubscription Notice to the selling Shareholder and the Company within ten (10) days after the expiration of the Shareholder Notice Period. In the event there are two or more such Exercising Shareholders that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining Shares available for purchase under this Section 4.1(d) shall be allocated to such Exercising Shareholders pro rata based on the number of Shares such Exercising Shareholders have elected to purchase pursuant to the Secondary Refusal Right (without giving effect to any Shares that any such Exercising Shareholder has elected to purchase pursuant to the Company Undersubscription Notice). If the options to purchase the remaining Shares are exercised in full by the Exercising Shareholders, the Company shall immediately notify all of the Exercising Shareholders and the selling Shareholder of that fact.

Undersubscription of Shares. (i) If options to purchase under this Section 4 have been exercised by the Company and the Shareholders Major AHG Stockholders pursuant to Section 6.1(b) with respect to some but not all of the Shares subject to a Proposed Transfer by the end of the 40-ten (10) day period specified in the second-to-last sentence of Section 4.1(c6.1(b) (the “Shareholder Major AHG Stockholder Notice Period”), then the Company Corporation shall, immediately within two (2) days after the expiration of the Shareholder Major AHG Stockholder Notice Period, send written notice (the “Company Undersubscription Notice”) to those Shareholders Major AHG Stockholders who fully exercised their Secondary Prime Right of First Refusal Right within the Shareholder Major AHG Stockholder Notice Period (the “Exercising ShareholdersMajor AHG Stockholders”). Each Exercising Shareholder Major AHG Stockholder shall, subject to the provisions of this Section 4.1(d6.1(e)(i), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed Shares on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an Exercising Shareholder Major AHG Stockholder must deliver an a Prime Undersubscription Notice to the selling Shareholder Selling Stockholder and the Company Corporation within ten five (105) days after the expiration of the Shareholder Major AHG Stockholder Notice Period. In the event there are two or more such Exercising Shareholders Major AHG Stockholders that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining Shares shares available for purchase under this Section 4.1(d6.1(e)(i) shall be allocated to such Exercising Shareholders Major AHG Stockholders pro rata based on the number of Shares such Exercising Shareholders Major AHG Stockholders have elected to purchase pursuant to the Prime Right of First Refusal (without giving effect to any Shares that any such Exercising Major AHG Stockholder has elected to purchase pursuant to this Section 6.1(e)(i)). If the options to purchase the remaining shares are exercised in full by the Exercising Major AHG Stockholders, the Corporation shall immediately notify all of the Exercising Major AHG Stockholders and the Selling Stockholder of that fact. (ii) If options to purchase have been exercised by the Major AHG Stockholders, the Corporation or the Major Stockholders pursuant to Section 6.1(b), Section 6.1(c) or Section 6.1(d) with respect to some but not all of the Shares by the end of the ten (10) day period specified in Section 6.1(d)(iii) (the “Stockholder Notice Period”), then the Corporation shall, within two (2) days after the expiration of the Stockholder Notice Period, send written notice to those Major Stockholders who fully exercised their Secondary Refusal Right within the Stockholder Notice Period (the “Exercising Major Stockholders”). Each Exercising Major Stockholder shall, subject to the provisions of this Section 6.1(e)(ii), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed Shares on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an Exercising Major Stockholder must deliver an Undersubscription Notice to the Selling Stockholder and the Corporation within five (5) days after the expiration of the Stockholder Notice Period. In the event there are two or more such Exercising Major Stockholders that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Section 6.1(e)(ii) shall be allocated to such Exercising Major Stockholders pro rata based on the number of Shares such Exercising Major Stockholders have elected to purchase pursuant to the Secondary Refusal Right (without giving effect to any Shares that any such Exercising Shareholder Major Stockholder has elected to purchase pursuant to the Company Corporation Undersubscription Notice). If the options to purchase the remaining Shares shares are exercised in full by the Exercising ShareholdersMajor Stockholders, the Company Corporation shall immediately notify all of the Exercising Shareholders Major Stockholders and the selling Shareholder Selling Stockholder of that fact.

Undersubscription of Shares. If options to purchase under this Section 4 have been exercised by TomoTherapy, the Company and the Shareholders (other than TomoTherapy) with respect to some but not all of the Shares subject to a Proposed Transfer by the end of the 40-day period specified in the second-to-last sentence of Section 4.1(c4.1(d) (the “Shareholder Notice Period”), then the Company shall, immediately after the expiration of the Shareholder Notice Period, send written notice (the “Company Undersubscription Notice”) to those Shareholders who fully exercised their Secondary Tertiary Refusal Right within the Shareholder Notice Period (the “Exercising Shareholders”). Each Exercising Shareholder shall, subject to the provisions of this Section 4.1(d4.1(e), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed Shares on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an Exercising Shareholder must deliver an Undersubscription Notice to the selling Shareholder and the Company within ten (10) days after the expiration of the Shareholder Notice Period. In the event there are two or more such Exercising Shareholders that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining Shares available for purchase under this Section 4.1(d4.1(e) shall be allocated to such Exercising Shareholders pro rata based on the number of Shares such Exercising Shareholders have elected to purchase pursuant to the Secondary Tertiary Refusal Right (without giving effect to any Shares that any such Exercising Shareholder has elected to purchase pursuant to the Company Undersubscription Notice). If the options to purchase the remaining Shares are exercised in full by the Exercising Shareholders, the Company shall immediately notify all of the Exercising Shareholders and the selling Shareholder of that fact.