Greenshoe Shares. (i) To the extent that in connection with the Offering any transactions are carried out for the purpose of covering over- allotments in the sale of the U.S. New Shares or in connection with bona fide stabilization activities in accordance with local laws and regulations, and the Global Coordinators determine on behalf of the U.S. Underwriters that additional shares of Common Stock are needed in connection with such transaction, the Company shall sell the U.S. Greenshoe Shares to the Global Coordinators on behalf of the U.S. Underwriters such number of U.S. Greenshoe Shares as shall be requested by the Global Coordinators at the Offer Price. (ii) The Global Coordinators shall notify the Company no later than 10.00 a.m. (Zurich time) on [____________ ___,] 1999 (the 30th day after the date of this Agreement) of the number of U.S. Greenshoe Shares which will be required and the time and date for payment for and delivery of such Greenshoe Shares (which time and date shall not be less than two (2) and not more than fifteen (15) business days after the exercise of such option, nor in any event prior to the Closing Date). (iii) Each U.S. Underwriter agrees, severally and not jointly, that such U.S. Underwriter will purchase its pro rata share (based on its aggregate obligation to purchase New Shares) of any U.S. Greenshoe Shares at the Offer Price, subject to such adjustments as the Global Coordinators in their absolute discretion shall determine.

Greenshoe Shares. If all or any portion of a Greenshoe is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Greenshoe Shares, the Greenshoe Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Greenshoe Shares) is not effective or is not otherwise available for the sale or resale of the Greenshoe Shares, the Company shall immediately notify the holders of the Greenshoes in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Greenshoe Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Greenshoe Shares in compliance with applicable federal and state securities laws). The Company shall use its best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Greenshoe Shares effective during the term of the Greenshoes.

Greenshoe Shares. In no event shall the Managers' remedies in the circumstances described in Section 1(d)(i) be limited to this Section 1(d)(i).

Greenshoe Shares. (i) To the extent that in connection with the Offering any transactions are carried out for the purpose of covering over- allotments in the sale of the International New Shares or in connection with bona fide stabilization activities in accordance with local laws and regulations, and the Global Coordinator determines on behalf of the Managers that additional shares of Common Stock are needed in connection with such transaction, the Company shall sell to the Global Coordinator on behalf of the Managers such number of International Greenshoe Shares as shall be requested by the Global Coordinator at the Offer Price. (ii) The Global Coordinator shall notify the Company no later than 10.00 a.m. (Zurich time) on October 8, 1998 (the 30/th/ day after the date of this Agreement) of the number of International Greenshoe Shares which will be required and the time and date for payment for and delivery of such International Greenshoe Shares (which time and date shall not be less than four and not more than eight business days after the exercise of such option, nor in any event prior to the Closing Date). (iii) Each Manager agrees, severally and not jointly, that such Manager will purchase its pro rata share (based on its aggregate obligation to purchase International New Shares) of any International Greenshoe Shares at the Offer Price, subject to such adjustments as the Global Coordinator in its absolute discretion shall determine.

Related to Greenshoe Shares

Warrant Shares If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants.
Conversion Shares The Company has authorized and has reserved and covenants to continue to reserve, free of preemptive rights and other similar contractual rights of stockholders, a number of shares of Common Stock equal to one hundred fifty percent (150%) of the number of shares of Common Stock as shall from time to time be sufficient to effect the conversion of all of the Preferred Shares and exercise of the Warrants then outstanding. Any shares of Common Stock issuable upon conversion of the Preferred Shares and exercise of the Warrants (and such shares when issued) are herein referred to as the “Conversion Shares” and the “Warrant Shares”, respectively. The Preferred Shares, the Conversion Shares and the Warrant Shares are sometimes collectively referred to as the “Shares”.
Issuance of Warrant Shares (a) The Warrant Agent shall on the Trading Day following the Exercise Date of any Warrant, advise the Company, the transfer agent and registrar for the Company’s Common Stock, in respect of (i) the number of Warrant Shares indicated on the Notice of Exercise as issuable upon such exercise with respect to such exercised Warrants, (ii) the instructions of the Holder or Participant, as the case may be, provided to the Warrant Agent with respect to the delivery of the Warrant Shares and the number of Warrants that remain outstanding after such exercise and (iii) such other information as the Company or such transfer agent and registrar shall reasonably request. (b) Upon the Warrant Agent’s receipt, at or prior to the close of business on the Expiration Date, of the executed Notice of Exercise, accompanied by payment of the Exercise Price pursuant to Section 2(b) of the Warrant Certificate (other than in the case of a Cashless Exercise), the Warrant Agent shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise no later than the Warrant Share Delivery Date.
Reservation of Warrant Shares The Company covenants that it will at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as herein provided, the number of Warrant Shares which are then issuable and deliverable upon the exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights of Persons other than the Holder (taking into account the adjustments and restrictions of Section 9). The Company covenants that all Warrant Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully paid and nonassessable.
Number of Warrant Shares Simultaneously with any adjustment to the Exercise Price pursuant to this Section 9, the number of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately, so that after such adjustment the aggregate Exercise Price payable hereunder for the adjusted number of Warrant Shares shall be the same as the aggregate Exercise Price in effect immediately prior to such adjustment.
Parent Shares All outstanding Parent Shares, and all Parent Shares, which may be issued pursuant to this Agreement shall when issued in accordance with this Agreement be, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.
Purchase Shares Subject to the terms and conditions hereinafter set forth herein, the Holder is entitled, upon surrender of this Warrant at the principal office of the Company (or at such other place as the Company shall notify the holder hereof in writing), to purchase from the Company up to ( ) fully paid and nonassessable shares of Common Stock, par value $0.0001, of the Company, as constituted on the Warrant Issue Date (the “Common Stock”). The number of shares of Common Stock issuable pursuant to this Section 1 (the “Shares”) shall be subject to adjustment pursuant to Section 9 hereof.
Exchange Shares The Exchange Shares have been duly and validly authorized by all necessary action, and, when issued and delivered pursuant to this Agreement, such Exchange Shares will be duly and validly issued and fully paid and nonassessable, will not be issued in violation of any preemptive rights, and will not subject the holder thereof to personal liability.
Common Shares 4 Company...................................................................................... 4
Underlying Shares The shares of Common Stock underlying the shares of Preferred Stock shall be issued free of legends. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall immediately notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants. Upon a cashless exercise of a Warrant, the holding period for purposes of Rule 144 shall tack back to the original date of issuance of such Warrant.

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