Common use of Oversubscription Clause in Contracts

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 quotient of (A) the total Additional Capital Contributions made by such Optional New Project Fully Contributing Member with respect to the applicable Optional Capital Call (including any Additional Capital Contributions made pursuant to this Section 5.4(d)) divided by (B) the Applicable Price per Unit.

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 ROFR Eligible Holders do not the obligation, to make Additional Capital Contributions Pro Rata (or in such other portions as they may agree) up to the amount purchase all of the Optional New Project Deficiency by giving 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 other Optional New Project Fully Contributing Members within ten ROFR Eligible Holders that have elected to purchase its entire Pro Rata ROFR Share of the Transfer Shares (10the “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”) Business Days after and 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, terms set forth in the aggregateFirst 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 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 the Company with respect to its oversubscription to such number of Remaining Shares, equal to the full amount 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 Optional New Project Deficiency, First Proposed Transfer Notice and the Company denominator of which shall notify be the Optional New Project Fully Contributing Members total number of Ordinary Shares (on an as converted and fully-diluted basis) held by all the Participating ROFR Eligible Holders on the date 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 quotient of (A) the total Additional Capital Contributions made by such Optional New Project Fully Contributing Member with respect to the applicable Optional Capital Call (including any Additional Capital Contributions made pursuant to this Section 5.4(d)) divided by (B) the Applicable Price per UnitFirst Proposed Transfer Notice.

Oversubscription. In 8.1 To the event that any Non-Approving Class A Member elects for an Optional New Project Deficiency, or is deemed extent Holders do not exercise all of the Rights issued 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 them pursuant to the amount Basic Subscription Privilege, any Underlying Shares represented by such Rights will be offered by means of the Optional New Project Deficiency by giving written notice Oversubscription Privilege to the Company and Holders (other than U-C Holdings) who have exercised all of 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 Rights issued 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 them pursuant to the full amount 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 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 Rights issued 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 them pursuant to the amount of Basic Subscription Privilege may indicate, on 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 MemberSubscription Certificate, 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 quotient of (A) the total Additional Capital Contributions made by such Optional New Project Fully Contributing Member which they submit with respect to the applicable Optional Capital Call (including any Additional Capital Contributions made exercise of the Rights issued to them, how many Shares they desire to purchase pursuant to this Section 5.4(d)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) divided by (B) among Holders who exercise the Applicable Price per UnitOversubscription 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. In (a) To the event that any Non-Approving Class A Member elects for an Optional New Project Deficiency, or is deemed extent Holders do not exercise all of the Subscription Rights issued 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 them pursuant to the amount Basic Subscription Privilege, any Underlying Shares represented by such Subscription Rights will be offered by means of the Optional New Project Deficiency by giving written notice Over-Subscription Privilege to the Company and Holders who have exercised all of 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 Subscription Rights issued 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 them pursuant to the full amount 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 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 Subscription Rights issued 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 them pursuant to the amount of Basic Subscription Privilege may indicate, on 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 Subscription Certificate 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 quotient of (A) the total Additional Capital Contributions made by such Optional New Project Fully Contributing Member they submit with respect to the applicable Optional Capital Call (including any Additional Capital Contributions made exercise of the Subscription Rights issued to them, how many Underlying Shares they desire to purchase pursuant to this Section 5.4(d)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 the provisions of Sections 7(a) divided 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 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 shares will be allocated among all other Holders exercising the 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 (B) such Holder and not applied toward the Applicable Price per Unitpurchase of Underlying Shares pursuant to such Holder's exercise of its Over-Subscription Privilege.

Oversubscription. In the event that If any Non-Approving Class A Member elects for an Optional New Project Deficiency, Participating Rights Holder fails or is deemed declines 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 exercise fully its Rights of Participation 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 Deficiencyaccordance with Section 3.4, 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 promptly give a written notice to (the Company and the other Optional New Project Fully Contributing Members “Second Participation Notice”) within an additional five (5) Business Days after such notice days from the notifying Optional 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 Project Fully Contributing MemberSecurities in excess of its Pro Rata Share, specifying stating the number of the additional amount 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 Optional 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 Project Fully Contributing Member agrees to contributeSecurities 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. If, after such The Company shall so notify the Right Participants within five (5) Business Day perioddays from the end of the Second Participation Period. Notwithstanding anything to the contrary contained herein, the Optional transaction in connection with the New Project Fully Contributing Members have not agreed to make advances, in Securities purchased by 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 quotient of (A) the total Additional Capital Contributions made by such Optional New Project Fully Contributing Member with respect to the applicable Optional Capital Call (including any Additional Capital Contributions made Participation Rights Holder pursuant to this Section 5.4(d)3 shall be consummated within sixty-five (65) divided by (B) days following the Applicable Price per Unitreceipt of the Purchase Notice from the Right Participants in respect of the desire to purchase such New Securities.

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 any Non-Approving Class A Member elects 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 an Optional New Project Deficiencywhich the Option has not been exercised, or is deemed the “Total Unexercised Shares”), the Company will increase the number of Option Shares that each Oversubscribing Holder has the right to have elected subscribe for an Optional New Project Deficiency, then 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 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 Oversubscribing Holder pro rata to the amount number of Additional Option Shares of each Oversubscribing Holder on the Optional New Project Deficiency by giving written notice to the Company and the other Optional New Project Fully Contributing Members within ten Exercise Date. (10c) No later than five 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 DeficiencyExercise Date, the Company shall will notify each Oversubscribing Holder of (i) 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 Total Unexercised Shares, and (net ii) the total number of Option Shares and without duplication for any Class A Units previously issued Additional Option Shares that such Oversubscribing Holder shall be obligated to such Optional New Project Fully Contributing Member purchase pursuant to Section 2.2(b) hereof. The Company’s calculations in respect of such Additional Capital Contributionsthis Section 2.2 shall be binding on all Holders, except for manifest mistake. (d) equal All references in this Agreement to “Option” shall include, where applicable, the quotient of (A) the total Additional Capital Contributions made by such Optional New Project Fully Contributing Member Option with respect to the applicable Optional Capital Call (including any Additional Capital Contributions made pursuant Option Shares referred to this in Section 5.4(d)2.2(b) divided by (B) hereof, and all references to “Exercisable Shares” shall include, where applicable, the Applicable Price per Unit“Additional Option Shares.”

Oversubscription. In 8.1 To the event that any Non-Approving Class A Member elects for an Optional New Project Deficiency, or is deemed extent Holders do not exercise all of the Rights issued 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 them pursuant to the amount Basic Subscription Privilege, any Underlying Shares represented by such Rights will be offered by means of the Optional New Project Deficiency by giving written notice Oversubscription Privilege to the Company and Holders (other than U-C Holdings) who have exercised all of 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 Rights issued 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 them pursuant to the full amount 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 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 Rights issued 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 them pursuant to the amount of Basic Subscription Privilege may indicate, on 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 MemberSubscription Certificate, 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 quotient of (A) the total Additional Capital Contributions made by such Optional New Project Fully Contributing Member which they submit with respect to the applicable Optional Capital Call (including any Additional Capital Contributions made exercise of the Rights issued to them, how many Underlying Shares they desire to purchase pursuant to this Section 5.4(dthe 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 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) divided 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 (B) the Applicable Price per UnitAgent 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.