Common use of Oversubscription Clause in Contracts

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 any Participating Rights Holder fails or declines If, after allocation of shares of Common Stock to exercise fully its Rights of Participation in accordance with Section 3.4Exercising Shareholders, there remain shares not subscribed for through the Company shall promptly give a written notice Basic Subscription Privilege (the “Second Participation Notice”) within five (5) days from "Excess Shares"), then the end of Participation Period Agent shall allocate such Excess Shares to Shareholders who have exercised all the Right Participants Rights initially issued to them and who agreed wish 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 acquire more than the number of shares for which the additional New Securities it proposes Rights issued to purchasethem 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 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 Excess Shares as a such Shareholder subscribed for and the remaining Excess Shares will be allocated among all other Shareholders exercising the Oversubscription Privilege. The percentage of Excess Shares each oversubscribing Shareholder may acquire will be rounded up or down to result thereof, such oversubscription exceeds 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 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 shares subscribed 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 Securitiesdistributable.

Oversubscription. If any Participating Rights (a) Each Holder fails 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 declines to exercise fully such lesser number of Additional Option Shares as are available as determined by the Company in its Rights of Participation sole discretion) in accordance with the terms of this Agreement if the Option is not exercised by all Holders as provided in Section 3.42.2(b) hereof, subject to Section 2.3(b)(ii) hereof. (b) In the Company shall promptly give a written notice (event that the “Second Participation Notice”) within five (5) days from the end Option is not exercised by all Holders in respect 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 their respective Exercisable Shares (the remaining New Securities available aggregate number of Exercisable Shares for purchasewhich the Option has not been exercised, the Oversubscribing Right Participants will be cut back by “Total Unexercised Shares”), the Company with respect to their oversubscriptions to that will increase the number of remaining New Securities equal 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 (ax) the number of the additional Additional Option Shares it proposes to purchase, or identified by such Oversubscribing Holder and (by) the product obtained by multiplying 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 the remaining New Securities available for subscription by Total Unexercised Shares, and (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 Option Shares (calculated on a fully diluted and an as-converted basisAdditional Option Shares that such Oversubscribing Holder shall be obligated to purchase pursuant to Section 2.2(b) held by all the Oversubscribing Rights Participantshereof. 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 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 desire Option with respect to purchase such New Securitiesthe 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 In the event that the ROFR Eligible Holders do not purchase all of the Transfer Shares available pursuant to exercise fully its Rights of Participation in accordance with Section 3.46.2(b) above, the Company Transferor shall promptly give a written notice (the “Second Participation Proposed Transfer Notice”, together with the First Proposed Transfer Notice, the “Proposed Transfer Notices”) within five (5) days from the end of Participation Period to the Right Participants who agreed Company and the ROFR Eligible Holders that have elected to exercise their Right purchase its entire Pro Rata ROFR Share of Participation in full in accordance with Section 3.4 the Transfer Shares (the “Oversubscribing Right ParticipantParticipating 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. Each Oversubscribing Right Participant 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 from the date after delivery of the Second Participation Proposed Transfer Notice (the “Second Participation Option Period”) to notify the Company in written form 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 the New Securities in excess of its Pro Rata Share, stating aggregate more than the number of the additional New Securities it proposes to purchase. If as a result thereofRemaining Shares, then such oversubscription exceeds the total number of the remaining New Securities available for purchase, the Oversubscribing Right Participants Participating ROFR Eligible Holders will be cut back by the Company with respect to their oversubscriptions its oversubscription to that such number of remaining New Securities Remaining Shares, 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 Remaining Shares by (ii) a fraction fraction, the numerator of which is shall be the number of Ordinary Shares (calculated on a fully an as converted and fully-diluted and an as-converted basis) held by each Oversubscribing Right Participant such Participating ROFR Eligible Holder on the date of the First Proposed Transfer Notice and the denominator of which is shall be the total number of Ordinary Shares (calculated on a fully an as converted and fully-diluted and an as-converted basis) held by all the Oversubscribing Rights Participants. The Company shall so notify Participating ROFR Eligible Holders on the Right Participants within five (5) days from the end date 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 SecuritiesFirst Proposed Transfer Notice.

Oversubscription. If any Participating 8.1 To the extent Holders do not exercise all of the Rights Holder fails or declines issued 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 them pursuant 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 Basic Subscription Privilege, any Underlying Shares represented by such Rights will be offered by means of the Second Participation Notice Oversubscription Privilege to the Holders (other than U-C Holdings) who have exercised all of the “Second Participation Period”) Rights issued to notify them pursuant to the Company in written form Basic Subscription Privilege and who wish to acquire more than the number of its 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 New Securities Oversubscription Privilege. If sufficient Underlying Shares remain after completion of the Basic Subscription Privilege, all oversubscription requests will be honored in excess full (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 Pro Rata ShareBasic Subscription Privilege). If sufficient Underlying Shares are not available to honor all oversubscription requests, stating 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 additional New Securities it proposes to purchase. If as Basic Subscription Privilege; provided, however, that if such pro rata allocation results in any Holder being allocated a result thereof, such oversubscription exceeds the total 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 New Securities available 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 purchasepursuant to the Oversubscription Privilege and after receipt by the Agent of the Notice of Closing, the Oversubscribing Right Participants will be cut back Agent shall refund to each Holder any amount paid by such Holder and not applied toward the Company with respect to their oversubscriptions to that number purchase of remaining New Securities equal to the lesser of (a) the number of the additional Underlying 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 such Holder's exercise of the Purchase Notice from the Right Participants in respect of the desire to purchase such New Securitiesits Oversubscription Privilege.

Oversubscription. If any Participating (a) To the extent Holders do not exercise all of the Subscription Rights Holder fails or declines issued 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 them pursuant 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 Basic Subscription Privilege, any Underlying Shares represented by such Subscription Rights will be offered by means of the Second Participation Notice (Over-Subscription Privilege to the “Second Participation Period”) Holders who have exercised all of the Subscription Rights issued to notify them pursuant to the Company in written form Basic Subscription Privilege and who wish to acquire more than the number of its 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 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 New Securities Over-Subscription Privilege. If sufficient Underlying Shares remain after completion of the Basic Subscription Privilege, all Over-Subscription requests will be honored in excess 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 its Pro Rata Share, stating fractional shares and 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 additional New Securities it proposes to purchase. If as Basic Subscription Privilege; provided, however, that if such pro rata allocation results in any Holder being allocated a result thereof, such oversubscription exceeds the total greater number of 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 shares as such Holder subscribed for and the remaining New Securities available for purchase, the Oversubscribing Right Participants shares will be cut back by allocated among all other Holders exercising 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 Over-Subscription Privilege. (b) As soon as practicable after 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 Expiration Date and the denominator allocation 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 shares subscribed for pursuant to the contrary contained hereinOver-Subscription Privilege, the transaction in connection with Agent shall refund to each Holder any amount paid by such Holder and not applied toward the New Securities purchased by the Participation Rights Holder purchase of Underlying Shares pursuant to this Section 3 shall be consummated within sixtysuch Holder's exercise of its Over-five (65) days following the receipt of the Purchase Notice from the Right Participants in respect of the desire to purchase such New SecuritiesSubscription Privilege.

Oversubscription. If any Participating 8.1 To the extent Holders do not exercise all of the Rights Holder fails or declines issued 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 them pursuant 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 Basic Subscription Privilege, any Underlying Shares represented by such Rights will be offered by means of the Second Participation Notice Oversubscription Privilege to the Holders (other than U-C Holdings) who have exercised all of the “Second Participation Period”) Rights issued to notify them pursuant to the Company in written form Basic Subscription Privilege and who wish to acquire more than the number of its 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 New Securities Oversubscription Privilege. If sufficient Shares remain after completion of the Basic Subscription Privilege, all oversubscription requests will be honored in excess full. If sufficient Shares are not available to honor all oversubscription requests, the available shares will be allocated pro rata (subject to elimination of its Pro Rata Share, stating fractional shares) among Holders who exercise the Oversubscription Privilege in proportion to the number of shares each Holder purchased pursuant to the additional New Securities it proposes to purchase. If as Basic Subscription Privilege; provided, however, that if such pro rata allocation results in any Holder being allocated a result thereof, such oversubscription exceeds the total 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 New Securities available for purchase, the Oversubscribing Right Participants shares will be cut back by allocated among all other Holders exercising 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 SecuritiesOversubscription Privilege.