Common use of Oversubscription Clause in Contracts

Oversubscription. If, after allocation of shares of Common Stock to Exercising Shareholders, there remain shares not subscribed for through the Basic Subscription Privilege (the "Excess Shares"), then the Agent shall allocate such Excess 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. 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 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 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(a) To the extent Holders do not exercise all of the Subscription Rights issued to them pursuant to the Basic Subscription Privilege, after allocation any Underlying Shares represented by such Subscription Rights will be offered by means of shares the Over-Subscription Privilege to the Holders who have exercised all of Common Stock the Subscription Rights issued to Exercising Shareholders, there remain shares not subscribed for through them pursuant to the Basic Subscription Privilege (the "Excess Shares"), then the Agent shall allocate such Excess 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 Underlying Shares to which they are entitled. Only Holders who exercise all the Subscription Rights issued to them are exercisablepursuant 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 Over-Subscription Privilege. If sufficient Underlying Shares remain after completion of the number of shares for which the Oversubscription Privilege has been exercised is greater than the Excess SharesBasic 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 Agent shall allocate available shares will be allocated pro rata (subject to elimination of fractional shares and the Excess Shares provisions of Sections 7(a) and (b) hereof) among Holders who exercise the Shareholders exercising the Oversubscription Over-Subscription Privilege based on in proportion to the number of shares each Shareholder exercising the Oversubscription Privilege has Holder purchased pursuant to the Basic Subscription Privilege; provided, however, that if such pro rata allocation results in any Shareholder Holder being allocated a greater number of Excess Shares shares than such Shareholder Holder subscribed for pursuant to the exercise of such ShareholderHolder's Oversubscription Over-Subscription Privilege, then such Shareholder Holder will be allocated only such number of Excess Shares shares as such Shareholder Holder subscribed for and the remaining Excess Shares shares will be allocated among all other Shareholders Holders exercising the Oversubscription Over-Subscription 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. IfIn the event that the ROFR Eligible Holders do not purchase all of the Transfer Shares available pursuant to Section 6.2(b) above, after allocation 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 ROFR Eligible Holders that have elected to purchase its entire Pro Rata ROFR Share of the Transfer Shares (the “Participating ROFR Eligible Holders”), which shall set forth the number of shares of Common Stock to Exercising Shareholders, there remain shares Transfer Shares not subscribed for through purchased by the Basic Subscription Privilege ROFR Eligible Holders (the "Excess “Remaining Shares"), ”) and the terms set forth in the First Proposed Transfer Notice. The Participating ROFR Eligible Holders shall then have a right to purchase up to all of the Agent shall allocate such Excess Remaining Shares by delivering a written notice to Shareholders who have exercised 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 Rights initially issued 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 them and who wish to acquire purchase in aggregate more than the number of shares for 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 product obtained by multiplying (i) the Remaining Shares by (ii) a fraction, the numerator of which the Rights issued to them are exercisable. If shall be 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 Ordinary Shares among the Shareholders exercising the Oversubscription Privilege based (on an as converted and fully-diluted basis) held by such Participating ROFR Eligible Holder on the number date 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 such Shareholder subscribed for First Proposed Transfer Notice and the remaining Excess Shares will denominator of which shall 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 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 Ordinary Shares (on an as converted and distributablefully-diluted basis) held by all the Participating ROFR Eligible Holders on the date of the First Proposed Transfer Notice.

Oversubscription. If8.1 To the extent Holders do not exercise all of the Rights issued to them pursuant to the Basic Subscription Privilege, after allocation any Underlying Shares represented by such Rights will be offered by means of shares the Oversubscription Privilege to the Holders (other than U-C Holdings) who have exercised all of Common Stock the Rights issued to Exercising Shareholders, there remain shares not subscribed for through them pursuant to the Basic Subscription Privilege (the "Excess Shares"), then the Agent shall allocate such Excess 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 Underlying Shares to which they are entitled. Only Holders who exercise all the Rights issued to them are exercisablepursuant 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 number 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 for which will be allocated pro rata (subject to elimination of fractional shares) among Holders who exercise 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 in proportion to the number of shares each Shareholder exercising the Oversubscription Privilege has Holder purchased pursuant to the Basic Subscription Privilege; provided, however, that if such pro rata allocation results in any Shareholder Holder being allocated a greater number of Excess Shares shares than such Shareholder Holder subscribed for pursuant to the exercise of such ShareholderHolder's Oversubscription Privilege, then such Shareholder Holder will be allocated only such number of Excess Shares shares as such Shareholder Holder subscribed for and the remaining Excess Shares shares will be allocated among all other Shareholders Holders 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. IfIf any Participating Rights Holder fails or declines to exercise fully its Rights of Participation in accordance with Section 3.4, after allocation of shares of Common Stock to Exercising Shareholders, there remain shares not subscribed for through the Basic Subscription Privilege Company shall promptly give a written notice (the "Excess Shares"“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, then the Agent shall allocate such Excess Shares to Shareholders who have exercised all the Rights initially issued to them and who wish to acquire more than stating the number of shares for which the Rights issued additional New Securities it proposes to them are exercisablepurchase. If the number of shares for which the Oversubscription Privilege has been exercised is greater than the Excess Sharesas a result thereof, 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 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 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 oversubscription exceeds the total number of shares subscribed 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 distributablean 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. If8.1 To the extent Holders do not exercise all of the Rights issued to them pursuant to the Basic Subscription Privilege, after allocation any Underlying Shares represented by such Rights will be offered by means of shares the Oversubscription Privilege to the Holders (other than U-C Holdings) who have exercised all of Common Stock the Rights issued to Exercising Shareholders, there remain shares not subscribed for through them pursuant to the Basic Subscription Privilege (the "Excess Shares"), then the Agent shall allocate such Excess 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 Shares to which they are entitled. Only Holders who exercise all the Rights issued to them are exercisablepursuant 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 number 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 shares for which fractional shares) among Holders who exercise 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 in proportion to the number of shares each Shareholder exercising the Oversubscription Privilege has Holder purchased pursuant to the Basic Subscription Privilege; provided, however, that if such pro rata allocation results in any Shareholder Holder being allocated a greater number of Excess Shares shares than such Shareholder Holder subscribed for pursuant to the exercise of such ShareholderHolder's Oversubscription Privilege, then such Shareholder Holder will be allocated only such number of Excess Shares shares as such Shareholder Holder subscribed for and the remaining Excess Shares shares will be allocated among all other Shareholders Holders 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.