Common use of Certificates Suitable for Transfer Clause in Contracts

Certificates Suitable for Transfer. Certificates for all of the Securities to be sold by such Selling Shareholder pursuant to this Agreement, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed, have been placed in custody with the Custodian with irrevocable conditional instructions to deliver such Securities to the Underwriters pursuant to this Agreement.

Certificates Suitable for Transfer. Certificates for all of the Securities to be sold by such Selling Shareholder Stockholder pursuant to this Agreement, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed, have been placed in custody with the Custodian with irrevocable conditional instructions to deliver such Securities to the Underwriters pursuant to this Agreement.

Certificates Suitable for Transfer. Certificates for all of the Securities to be sold by such the Selling Shareholder Stockholder pursuant to this Agreement, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed, have been placed in custody with the Custodian with irrevocable conditional instructions to deliver such Securities to the Underwriters pursuant to this Agreement.

Certificates Suitable for Transfer. Certificates for all of the Securities to be sold by such the Selling Shareholder pursuant to this Agreement, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed, have been placed in custody with the Custodian with irrevocable conditional instructions to deliver such Securities to the Underwriters pursuant to this Agreement.

Certificates Suitable for Transfer. Certificates for all of the Securities to be sold by such the Selling Shareholder pursuant to this Agreement, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed, have been placed in custody with the Custodian with irrevocable conditional instructions to deliver such Securities shall be delivered to the Underwriters pursuant to this Agreement.

Certificates Suitable for Transfer. Certificates for all of ---------------------------------- the Securities to be sold by such the Selling Shareholder Stockholder pursuant to this Agreement, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed, have been placed in custody with the Custodian with irrevocable conditional instructions to deliver such Securities to the Underwriters pursuant to this Agreement.

Certificates Suitable for Transfer. Certificates for all of the Securities to be sold by such the Selling Shareholder pursuant to this Agreement, Agreement are in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed, have been placed in custody with the Custodian with irrevocable conditional instructions to deliver such Securities to the Underwriters pursuant to this Agreement.

Certificates Suitable for Transfer. Certificates for all of the Securities to be sold by such the Selling Shareholder Stockholder pursuant to this Agreement, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed, have been placed in custody with the Custodian with irrevocable conditional instructions to deliver such Securities will be delivered to the Underwriters at Closing Time pursuant to this Agreement.

Certificates Suitable for Transfer. Certificates for all of the ---------------------------------- Securities to be sold by such Selling Shareholder pursuant to this Agreement, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed, have been placed in custody with the Custodian Depositary with irrevocable conditional instructions to deliver such Securities to the Underwriters pursuant to this Agreement.

Certificates Suitable for Transfer. Certificates for all of the Securities Stock to be sold by such Selling Shareholder Stockholder pursuant to this Agreement, Agreement in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed, have been placed in custody with the Custodian with irrevocable conditional instructions to deliver such Securities Stock to the Underwriters Purchasers pursuant to this Agreement.

Certificates Suitable for Transfer. Certificates for all of the Securities Stock to be sold by such Selling Shareholder Stockholder pursuant to this Agreement, Agreement in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed, guaranteed have been placed in custody with the Custodian with irrevocable conditional instructions to deliver such Securities Stock to the Underwriters Company pursuant to this Agreement.

Certificates Suitable for Transfer. Certificates for all of the Securities to be sold by such Selling Shareholder pursuant to this Agreement and the applicable Terms Agreement, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed, have been placed in custody with the Custodian with irrevocable conditional instructions to deliver such Securities to the Underwriters pursuant to this Agreement and the applicable Terms Agreement.

Certificates Suitable for Transfer. Certificates for all of the The Securities to be sold by such the Selling Shareholder pursuant to this Agreement, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed, have been placed in custody with the Custodian with irrevocable conditional instructions to deliver such Securities to the Underwriters pursuant to this Agreement.

Certificates Suitable for Transfer. Certificates for all of ---------------------------------- the Securities to be sold by such Selling Shareholder Stockholder pursuant to this Agreement, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed, have been placed in custody with the Custodian with irrevocable conditional instructions to deliver such Securities to the Underwriters pursuant to this Agreement.

Certificates Suitable for Transfer. Certificates ---------------------------------- for all of the Securities to be sold by such Selling Shareholder Stockholder pursuant to this Agreement, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed, have been placed in custody with the Custodian with irrevocable conditional instructions to deliver such Securities to the Underwriters pursuant to this Agreement.

Certificates Suitable for Transfer. Certificates for all of ---------------------------------- the Securities to be sold by such Selling Shareholder pursuant to this Agreement, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed, have been placed in custody with the Custodian with irrevocable conditional instructions to deliver such Securities to the Underwriters pursuant to this Agreement.

Certificates Suitable for Transfer. Certificates In the case of Inge Xxxxxx-Xxxxxx xxx Renaxx Xxxxx-Xxxxxxx xxxy, certificates for all of the Securities to be sold by such Selling Shareholder pursuant to this Agreementthe Purchase Agreements, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed, have been placed in custody with the Custodian with irrevocable conditional instructions to deliver such Securities to the Underwriters pursuant to this Agreementthe Purchase Agreements.

Certificates Suitable for Transfer. Certificates for all of the Securities to be sold by such Selling Shareholder pursuant to this Agreement, in form suitable form for transfer by delivery or and accompanied by duly executed instruments of transfer or assignment stock powers endorsed in blank by such Selling Shareholder with signatures guaranteed, have been placed in custody with the Custodian with irrevocable conditional instructions to deliver such Securities to for the Underwriters pursuant to this Agreementpurpose of effecting delivery hereunder and thereunder.

Certificates Suitable for Transfer. Certificates for all of the Securities to be sold by such Selling Shareholder Stockholder pursuant to this Agreement, in form suitable form for transfer by delivery or and accompanied by duly executed instruments of transfer or assignment stock powers endorsed in blank by such Selling Stockholder with signatures guaranteed, have been placed in custody with the Custodian with irrevocable conditional instructions to deliver such Securities to for the Underwriters pursuant to this Agreementpurpose of effecting delivery hereunder and thereunder.

Certificates Suitable for Transfer. Certificates for all of the ---------------------------------- Securities to be sold by such Selling Shareholder pursuant to this Agreement, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed, have been placed in custody with the Custodian with irrevocable conditional instructions to deliver such Securities to the Underwriters International Managers pursuant to this Agreement.

Certificates Suitable for Transfer. Certificates for all of the ---------------------------------- Securities to be sold by such the Selling Shareholder pursuant to this Agreement and the International Purchase Agreement, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed, have been placed in custody with the Custodian with irrevocable conditional instructions to deliver such Securities to the Underwriters pursuant to this Agreement and the International Purchase Agreement.

Certificates Suitable for Transfer. Certificates for all of ---------------------------------- the Securities to be sold by such Selling Shareholder pursuant to this Agreement, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed, have been placed in custody with the Custodian with irrevocable conditional instructions to deliver such Securities to the U.S. Underwriters pursuant to this Agreement.. (viii)

Certificates Suitable for Transfer. Certificates for all of the Securities to be sold by such the Selling Shareholder Stockholder pursuant to this Agreement and the International Purchase Agreement, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed, have been placed in custody with the Custodian with irrevocable conditional instructions to deliver such Securities to the Underwriters pursuant to this Agreement and the International Purchase Agreement.

Certificates Suitable for Transfer. Certificates for all of the Securities to be sold by such Selling Shareholder Stockholder pursuant to this Agreement, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed, have been placed in custody with the Custodian with irrevocable conditional instructions to deliver such Securities to the Underwriters pursuant to this Agreement.irrevocable

Certificates Suitable for Transfer. Certificates for all of the Securities to be sold by such Selling Shareholder Stockholder pursuant to this Agreement, in form suitable form for transfer by delivery and duly endorsed in blank with signatures guaranteed or accompanied by duly executed instruments of transfer or assignment stock powers endorsed in blank by such Selling Stockholder with signatures guaranteed, have been placed in custody with the Custodian with irrevocable conditional instructions to deliver such Securities provided to the Underwriters pursuant to this Agreementtransfer agent for the purpose of effecting delivery hereunder and thereunder.

Certificates Suitable for Transfer. Certificates for all of the Securities Common Shares to be sold by such the Selling Shareholder Stockholders pursuant to this Agreement, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank blank, with signatures guaranteed, shall have been placed in custody with the Custodian under the Powers of Attorney and the Custody Agreement with irrevocable conditional instructions to deliver such Securities Common Shares to the Underwriters pursuant to this Agreement.

Certificates Suitable for Transfer. Certificates for all of the ---------------------------------- Securities to be sold by such the Selling Shareholder pursuant to this Agreement and the U.S. Purchase Agreement, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed, have been placed in custody with the Custodian with irrevocable conditional instructions to deliver such Securities to the Underwriters pursuant to this Agreement and the U.S. Purchase Agreement.

Certificates Suitable for Transfer. Certificates for all of the Securities to be sold by such Selling Shareholder Stockholder pursuant to this Agreement, in form suitable form for transfer by delivery and duly endorsed in blank with signatures guaranteed or accompanied by duly executed instruments of transfer or assignment stock powers endorsed in blank by such Selling Stockholder with signatures guaranteed, have been placed in custody with the Custodian with irrevocable conditional instructions to deliver such Securities to for the Underwriters pursuant to this Agreementpurpose of effecting delivery hereunder and thereunder.

Certificates Suitable for Transfer. Certificates for all of the Securities to be sold by such Selling Shareholder pursuant to this Agreement and the International Purchase Agreement, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed, have been placed in custody with the Custodian with irrevocable conditional instructions to deliver such Securities to the U.S. Underwriters pursuant to this Agreement and to the Lead Managers pursuant to the International Purchase Agreement.

Certificates Suitable for Transfer. Certificates for all of ---------------------------------- the Securities to be sold by such the Selling Shareholder pursuant to this Agreement, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed, have been placed in custody with the Custodian with irrevocable conditional instructions to deliver such Securities to the Underwriters pursuant to this Agreement.

Certificates Suitable for Transfer. Certificates for all of the Securities to be sold by such the Selling Shareholder Stockholder pursuant to this Agreement, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed, have been placed in custody with the Custodian with irrevocable conditional instructions to deliver such Securities to the Underwriters pursuant to this Agreement.with

Certificates Suitable for Transfer. Certificates for all of the Option Securities to be sold by such the Selling Shareholder pursuant to this Agreement, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteedblank, will, prior to the Date of Delivery, have been placed in custody with counsel for the Custodian Selling Shareholder with irrevocable conditional instructions to deliver such Securities to the Underwriters pursuant to this Agreement.

Certificates Suitable for Transfer. Certificates for all of the Securities to be sold by such Selling Shareholder pursuant to this Agreement, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed, have been placed in custody with the Custodian with irrevocable conditional instructions to deliver such Securities to the Underwriters International Managers pursuant to this Agreement.

Certificates Suitable for Transfer. Certificates for all of the Securities to be sold by such Selling Shareholder pursuant to this Agreement, in form suitable form for transfer by delivery or and accompanied by duly executed instruments of transfer or assignment stock powers endorsed in blank by such Selling Shareholder with signatures guaranteed, guaranteed and by a duly completed and executed United States Treasury Department Form W-9 or W-8 BEN (or other applicable form) have been placed in custody with the Custodian with irrevocable conditional instructions to deliver such Securities delivered to the Underwriters pursuant to this Agreementtransfer agent for the Common Stock (the “Transfer Agent”).

Certificates Suitable for Transfer. Certificates for all of the Securities to be sold by such Selling Shareholder pursuant to this Agreement, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed, have been will be placed in custody with the Custodian Company by the close of business on September 23, 2004, with irrevocable conditional instructions to deliver such Securities to the Underwriters Underwriter pursuant to this Agreement.

Certificates Suitable for Transfer. Certificates for all of the ---------------------------------- Securities to be sold by such Selling Shareholder Stockholder pursuant to this Agreement and the U.S. Purchase Agreement, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed, have been placed in custody with the Custodian with irrevocable conditional instructions to deliver such Securities to the Underwriters pursuant to this Agreement and the U.S. Purchase Agreement, as the case may be.

Certificates Suitable for Transfer. The Certificates for all of the Securities Repurchased Shares to be sold by such the Selling Shareholder Stockholders pursuant to this Agreement, Agreement are in suitable form for transfer by delivery or and will be accompanied by duly executed instruments of transfer or assignment in blank with signatures medallion guaranteed, have been placed in custody with the Custodian with irrevocable conditional instructions to deliver such Securities to the Underwriters pursuant to this Agreement.

Certificates Suitable for Transfer. Certificates for all of the Securities Common Shares to be sold by such Selling Shareholder pursuant to this Agreement, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank blank, with signatures guaranteed, have been will be placed in the custody with of the Custodian custodian under the Custody Agreement with irrevocable conditional instructions to such Selling Stockholder's Attorney-in-Fact under its Power of Attorney to deliver such Securities Common Shares to the Underwriters pursuant to this Agreement.

Certificates Suitable for Transfer. Certificates for all of ---------------------------------- the Securities to be sold by such Selling Shareholder Stockholder pursuant to this Agreement, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed, have been placed in custody with the Custodian with irrevocable conditional instructions to deliver such Securities to the U.S. Underwriters pursuant to this Agreement.

Certificates Suitable for Transfer. The Certificates for all of the Securities Shares to be sold by such the Selling Shareholder Stockholders pursuant to this Agreement, Agreement are in suitable form for transfer by delivery or and will be accompanied by duly executed instruments of transfer or assignment in blank with signatures medallion guaranteed, have been placed in custody with the Custodian with irrevocable conditional instructions to deliver such Securities to the Underwriters pursuant to this Agreement.

Certificates Suitable for Transfer. Certificates for all of the Securities to be sold by such Selling Shareholder pursuant to this Agreement, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed, have been placed in custody with the Custodian with irrevocable conditional instructions to deliver such Securities to the Underwriters pursuant to this Agreement.. 16

Certificates Suitable for Transfer. The Securities to be sold by such Selling Stockholder pursuant to this Agreement are certificated securities in registered form. Certificates for all of the Securities to be sold by such Selling Shareholder Stockholder pursuant to this Agreement, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed, have been placed in custody with the Custodian Mellon Investor Services LLC (“Custodian”) with irrevocable conditional instructions to deliver such Securities to the Underwriters pursuant to this Agreement.

Certificates Suitable for Transfer. Certificates for all of the Securities Common Shares to be sold by such Selling Shareholder Stockholder pursuant to this Agreement, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank blank, with signatures guaranteed, have been will be placed in custody with the Custodian transfer agent or other custodian with irrevocable conditional instructions to deliver such Securities Common Shares to the Underwriters Underwriter pursuant to this Agreement.

Certificates Suitable for Transfer. Certificates for all of the Securities to be sold by such Selling Shareholder pursuant to this Agreement, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed, or options exercisable for such Securities, have been placed in custody with the Custodian with irrevocable conditional instructions to deliver such Securities to the Underwriters pursuant to this Agreement.

Certificates Suitable for Transfer. Certificates for all of the The Securities to be sold by such Selling Shareholder pursuant to this Agreement, in suitable form for transfer by delivery or accompanied by book-entry form, together with duly executed instruments of transfer or assignment stock powers endorsed in blank by such Selling Shareholder with signatures guaranteed, have been placed in custody with the Custodian with irrevocable conditional instructions to deliver such Securities to for the Underwriters pursuant to this Agreementpurpose of effecting delivery hereunder and thereunder.

Certificates Suitable for Transfer. Certificates for all of the Securities Firm Shares, Optional Shares and the Warrant to be sold by such the Selling Shareholder Stockholders pursuant to this Agreement, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank blank, with signatures guaranteed, shall have been placed in custody with the Custodian Custodians under the Powers of Attorney and the Custody Agreement with irrevocable conditional instructions to deliver such Securities Firm Shares, Optional Shares and the Warrant to the Underwriters pursuant to this Agreement.

Certificates Suitable for Transfer. Certificates for all of the Securities to be sold by such the Selling Shareholder Stockholder pursuant to this Agreement and the U.S. Purchase Agreement, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed, have been placed in custody with the Custodian with irrevocable conditional instructions to deliver such Securities to the Underwriters pursuant to this Agreement and the U.S. Purchase Agreement.

Certificates Suitable for Transfer. Certificates for all of the Securities to be sold by such Selling Shareholder Stockholder pursuant to this Agreement, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteedguaranteed or, in the case of securities to be acquired upon the exercise of stock options, stock option exercise forms, have been placed in custody with the Custodian with irrevocable conditional instructions to deliver such Securities to the Underwriters pursuant to this Agreement.

Certificates Suitable for Transfer. Certificates for all of ---------------------------------- the Securities to be sold by such the Selling Shareholder Stockholder pursuant to this Agreement, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed, have been placed in custody with the Custodian with irrevocable conditional instructions to deliver such Securities delivered to the Underwriters pursuant to this Agreement.

Certificates Suitable for Transfer. Certificates for ---------------------------------- all of the U.S. Securities to be sold by such Selling Shareholder Stockholder pursuant to this Agreement, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed, have been placed in custody with the Custodian with irrevocable conditional instructions to deliver such U.S. Securities to the U.S. Underwriters pursuant to this Agreement.

Certificates Suitable for Transfer. Certificates for all of the Securities Shares to be sold by such Selling Shareholder pursuant to this Agreement, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed, have been placed in custody with the Custodian with irrevocable conditional instructions delivered to deliver such Securities Xxxxxxxx & Xxxxx, counsel to the Underwriters pursuant to this AgreementCompany.

Certificates Suitable for Transfer. Certificates for all of the Securities to be sold by such Selling Shareholder pursuant to this Agreement, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteedblank, have been placed in custody with the Custodian with irrevocable conditional instructions to deliver such Securities to the Underwriters pursuant to this Agreement.

Certificates Suitable for Transfer. Certificates for all of the ---------------------------------- Securities to be sold by such the Selling Shareholder Stockholder pursuant to this Agreement, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed, have been placed in custody with the Custodian with irrevocable conditional instructions to deliver such Securities to the Underwriters pursuant to this Agreement.

Certificates Suitable for Transfer. Certificates for all of the ---------------------------------- Securities to be sold by such Selling Shareholder Stockholder pursuant to this Agreement and the International Purchase Agreement, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed, have been placed in custody with the Custodian with irrevocable conditional instructions to deliver such Securities to the Underwriters pursuant to this Agreement and the International Purchase Agreement, as the case may be.

Certificates Suitable for Transfer. Certificates for all of the Securities Shares to be sold by such the Selling Shareholder Stockholder pursuant to this Agreement, in suitable form for transfer by delivery or Agreement are accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed, guaranteed have been placed in custody with the Custodian with irrevocable conditional instructions to deliver such Securities Shares to the Underwriters Company pursuant to this Agreement.

Certificates Suitable for Transfer. Certificates As of the date hereof, certificates for all of the Securities Shares to be sold by such Selling Shareholder pursuant to this Agreement, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed, have been placed in custody with the Custodian with irrevocable conditional instructions delivered to deliver such Securities Xxxxxxxx & Xxxxx, counsel to the Underwriters pursuant to this AgreementCompany.

Certificates Suitable for Transfer. Certificates As of the date hereof, ---------------------------------- certificates for all of the Securities Shares to be sold by such Selling Shareholder pursuant to this Agreement, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed, have been placed in custody with the Custodian with irrevocable conditional instructions delivered to deliver such Securities Xxxxxxxx & Xxxxx, counsel to the Underwriters pursuant to this AgreementCompany.

Certificates Suitable for Transfer. Certificates for all of the Securities to be sold by such Selling Shareholder pursuant to this Agreement and the U.S. Purchase Agreement, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed, have been placed in custody with the Custodian with irrevocable conditional instructions to deliver such Securities to the Underwriters International Managers pursuant to this Agreement and to the U.S. Representatives pursuant to the U.S. Purchase Agreement.

Certificates Suitable for Transfer. Certificates for all of the Securities to be sold by such Selling Shareholder Stockholder pursuant to this Agreement, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed, have been placed in custody with the Custodian (in the form of shares of pre-split Existing Common Stock) with irrevocable conditional instructions to deliver such Securities Shares (in the form of shares of post-split Common Stock) to the Underwriters pursuant to this Agreement.

Certificates Suitable for Transfer. Certificates for all of the Securities to be sold by such Selling Shareholder Stockholder pursuant to this Agreement, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed, have been will be placed in custody with the Custodian transfer agent with irrevocable conditional instructions to deliver such Securities to the Underwriters pursuant to this Agreement.

Certificates Suitable for Transfer. Certificates for all ---------------------------------- of the International Securities to be sold by such Selling Shareholder Stockholder pursuant to this Agreement, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed, have been placed in custody with the Custodian with irrevocable conditional instructions to deliver such International Securities to the Underwriters pursuant to this Agreement.

Certificates Suitable for Transfer. Certificates for all of the Securities to be sold by such Selling Shareholder 986269 pursuant to this Agreement, Agreement shall be in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed, have been placed in custody with the Custodian with irrevocable conditional instructions to deliver such Securities to the Underwriters pursuant to this Agreementblank.

Certificates Suitable for Transfer. Certificates for all of the Securities Common Shares to be sold by such each of the Selling Shareholder Shareholders pursuant to this Agreement, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed, have been placed in custody with the Custodian Banco Bradesco or its agent with irrevocable conditional instructions to deliver such Securities Common Shares to the Underwriters Depositary pursuant to this Agreement.

Certificates Suitable for Transfer. Certificates for all of the ---------------------------------- Securities to be sold by such Selling Shareholder pursuant to this Agreement, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed, have been placed in custody with the Custodian with irrevocable conditional instructions to deliver such Securities to the Underwriters pursuant to this Agreement.

Certificates Suitable for Transfer. Certificates for all of ---------------------------------- the Securities to be sold by such the Selling Shareholder Stockholder pursuant to this Agreement, in form suitable form for transfer by delivery or and accompanied by duly executed instruments of transfer or assignment stock powers endorsed in blank by the Selling Stockholder with signatures guaranteed, have been placed in custody with the Custodian with irrevocable conditional instructions to deliver such Securities to for the Underwriters pursuant to this Agreementpurpose of effecting delivery hereunder and thereunder.

Certificates Suitable for Transfer. Certificates for all of the Securities to be sold by such Selling Shareholder pursuant to this Agreement, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed, guaranteed have been placed in custody with the Custodian with irrevocable conditional instructions to deliver such Securities to the Underwriters pursuant to this Agreement.

Certificates Suitable for Transfer. Certificates for all of the Securities to be sold by such Selling Shareholder pursuant to this Agreement, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed, have been placed, or will be placed prior to the Closing Time, in custody with the Custodian with irrevocable conditional instructions to deliver such Securities to the Underwriters pursuant to this Agreement.