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.

Oversubscription. In the event that any Non-Approving Class A Member elects for an Optional New Project Deficiency, or is deemed to have elected for an Optional New Project Deficiency, then each Optional New Project Fully Contributing Member shall have the right, but not the obligation, to make Additional Capital Contributions Pro Rata (or in such other portions as they may agree) up to the amount of the Optional New Project Deficiency by giving written notice to the Company and the other Optional New Project Fully Contributing Members within ten (10) Business Days after the Non-Approving Class A Member Notice, specifying the amount that such Optional New Project Fully Contributing Member agrees to contribute. If, after the ten (10) Business Day period, the Optional New Project Fully Contributing Members have not agreed to make advances, in the aggregate, equal to the full amount of the Optional New Project Deficiency, the Company shall notify the Optional New Project Fully Contributing Members of the remaining Optional New Project Deficiency and the Optional New Project Fully Contributing Members, whether or not they previously agreed to make Additional Capital Contributions with respect to such Optional New Project Deficiency, will have the right, but not the obligation, to make further Additional Capital Contributions Pro Rata (or in such other portions as they may unanimously agree) up to the amount of the remaining Optional New Project Deficiency by giving written notice to the Company and the other Optional New Project Fully Contributing Members within an additional five (5) Business Days after such notice from the notifying Optional New Project Fully Contributing Member, specifying the additional amount that the Optional New Project Fully Contributing Member agrees to contribute. If, after such five (5) Business Day period, the Optional New Project Fully Contributing Members have not agreed to make advances, in the aggregate, equal to the full amount of the remaining Optional New Project Deficiency, then the remaining portion of such Optional New Project Deficiency shall remain unfunded. Upon payment of any Additional Capital Contributions under this Section 5.4(b)(iii), the Company shall issue to each Optional New Project Fully Contributing Member a number of Class A Units (net of and without duplication for any Class A Units previously issued to such Optional New Project Fully Contributing Member in respect of such Additional Capital Contributions) equal to the quo...

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. If, after allocation of shares of Common Stock to Record Date Shareholders exercising their basic subscription privileges, there remain unexercised Rights, then the Agent shall allot the shares remaining for subscription in accordance with the proration allocation provisions set forth in the Prospectus. All shares delivered as a result of such allocation shall be rounded up to result in delivery of whole shares of Common Stock. The Agent shall advise the Company immediately upon the completion of such allocation procedures as to the total number of shares distributable in accordance therewith.

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, after allocation of shares of Common Stock to Shareholders, there remain unexercised Rights, then the Agent shall allot the shares issuable upon exercise of such unexercised Rights (the "Remaining Shares") to shareholders who have exercised all the Rights initially issued to them and who wish to acquire more than the number of shares for which the Rights issued to them are exercisable. 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 Shareholders exercising Oversubscription Privileges based on the number of shares of Common Stock owned by them on the Record Date. Any remaining shares to be issued shall be allocated to ▇▇▇▇▇▇▇, Dubilier & Rice Fund VI Limited Partnership (the "Standby Purchaser"). The percentage of Remaining Shares each over-subscribing 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.