Common use of International Option Securities Clause in Contracts

International Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and the Selling Shareholders, acting severally and not jointly, hereby grant an option to the International Managers, severally and not jointly, to purchase up to an additional 236,250 Common Shares, as set forth in Schedule B, at the price per share set forth in Schedule C, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial International Securities but not payable on the International Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial International Securities upon notice by CSFB to the Company and the Selling Shareholders setting forth the number of International Option Securities as to which the several International Managers are then exercising the option and the time and date of payment and delivery for such International Option Securities. Any such time and date of delivery for the International Option Securities (a "Date of Delivery") shall be determined by CSFB, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the International Option Securities, each of the International Managers, acting severally and not jointly, will purchase that proportion of the total number of International Option Securities then being purchased which the number of Initial International Securities set forth in Schedule A opposite the name of such International Manager bears to the total number of Initial International Securities, subject in each case to such adjustments as CSFB in its discretion shall make to eliminate any sales or purchases of fractional shares.

International Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and the Selling Shareholders, acting severally and not jointly, hereby grant grants an option to the International Managers, severally and not jointly, to purchase up to an additional 236,250 120,000 shares of Common Shares, as set forth in Schedule BStock, at the price per share set forth in Schedule CB, less an amount per share equal to any dividends or distributions declared by the Company and payable on the International Initial International Securities but not payable on the International Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the International Initial International Securities upon notice by CSFB he Global Coordinator to the Company and the Selling Shareholders setting forth the number of International Option Securities as to which the several International Managers are then exercising the option and the time and date of payment and delivery for such International Option Securities. Any such time and date of delivery for the International Option Securities (a "Date of Delivery") shall be determined by CSFBthe Global Coordinator, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the International Option Securities, each of the International Managers, acting severally and not jointly, will purchase that proportion of the total number of International Option Securities then being purchased which the number of International Initial International Securities set forth in Schedule A opposite the name of such International Manager bears to the total number of International Initial International Securities, subject in each case to such adjustments as CSFB the Lead Managers in its their discretion shall make to eliminate any sales or purchases of fractional shares.

International Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company The Scripps Trust and the Selling Shareholders, acting severally and not jointly, Howaxx Xxxst hereby grant an option options to the International Managers, severally and not jointly, to purchase up to an aggregate additional 236,250 189,000 Class A Common Shares, Shares as set forth in Schedule B, at the price per share set forth in Schedule C, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial International Securities but not payable on the International Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial International Securities upon notice by CSFB the Lead Manager to the Company and the Selling Shareholders setting forth the number of International Option Securities as to which the several International Managers are then exercising the option and the time and date of payment and delivery for such International Option Securities. Any such time and date of delivery for the International Option Securities (a "Date of Delivery") shall be determined by CSFBthe Lead Manager, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the International Option Securities, each of the International Managers, acting severally and not jointly, will purchase that proportion of the total number of International Option Securities then being purchased which the number of Initial International Securities set forth in Schedule A opposite the name of such International Manager bears to the total number of Initial International Securities, subject in each case to such adjustments as CSFB in its discretion shall make to eliminate any sales or purchases of fractional shares.Initial

International Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and the Selling Shareholders, acting severally and not jointly, hereby grant grants an option to the International Managers, severally and not jointly, to purchase up to an additional 236,250 80,000 shares of Common Shares, as set forth in Schedule BStock, at the price per share set forth in Schedule CB, less an amount per share equal to any dividends or distributions declared by the Company and payable on the International Initial International Securities but not payable on the International Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the International Initial International Securities upon notice by CSFB the Global Coordinator to the Company and the Selling Shareholders setting forth the number of International Option Securities as to which the several International Managers are then exercising the option and the time and date of payment and delivery for such International Option Securities. Any such time and date of delivery for the International Option Securities (a "Date of Delivery") shall be determined by CSFBthe Global Coordinator, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the International Option Securities, each of the International Managers, acting severally and not jointly, will purchase that proportion of the total number of International Option Securities then being purchased which the number of International Initial International Securities set forth in Schedule A opposite the name of such International Manager bears to the total number of International Initial International Securities, subject in each case to such adjustments as CSFB the Lead Managers in its their discretion shall make to eliminate any sales or purchases of fractional shares.

International Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and the Selling Shareholders, acting severally and not jointly, hereby grant an option to the International Managers, severally and not jointly, to purchase up to an additional 236,250 67,500 shares of Common Shares, as set forth in Schedule B, Stock at the price per share set forth in Schedule CF, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial International Securities but not payable on the International Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial International Securities upon notice by CSFB the Global Coordinator to the Company and the Selling Shareholders setting forth the number of International Option Securities as to which the several International Managers are then exercising the option and the time and date of payment and delivery for such International Option Securities. Any such time and date of delivery for the International Option Securities (a "Date of Delivery") shall be determined by CSFBthe Global Coordinator, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the International Option Securities, (i) the Company and each Selling Shareholder, acting severally and not jointly, will sell to the International Managers that proportion of the total number of International Option Securities then being purchased by the International Managers which the number of International Option Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder bears to the total number of International Option Securities, and (ii) each of the International Managers, acting severally and not jointly, will purchase that proportion of the total number of International Option Securities then being purchased which the number of Initial International Securities set forth in Schedule A opposite the name of such International Manager bears to the total number of Initial International Securities, subject in each case to such adjustments as CSFB the Global Coordinator in its discretion shall make to eliminate any sales or purchases of fractional shares.

International Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and the each Selling ShareholdersShareholder, acting severally and not jointly, hereby grant grants an option to the International Managers, severally and not jointly, to purchase up to an additional 236,250 45,000 aggregate shares of Common Shares, Stock (as adjusted as set forth in Schedule B) as set forth in Schedule B, at the price per share set forth in Schedule CC (as adjusted as set forth in Schedule B), less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial International Securities but not Common Stock payable prior to the applicable Date of Delivery (as defined below) to holders of record on a record date which is after the International Option SecuritiesClosing Time. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial International Securities upon notice by CSFB the International Managers to the Company and the Selling Shareholders setting forth 23 -18- the number of International Option Securities as to which the several International Managers are then exercising the option and the time and date of payment and delivery for such International Option Securities. Any such time and date of delivery for the International Option Securities (each, a "Date of Delivery") shall be determined by CSFBthe International Managers, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the International Option Securities, each of the International Managers, acting severally and not jointly, on the basis of the representations and warranties of the Company and each Selling Shareholder contained herein and subject to the terms and conditions herein set forth, will purchase that proportion of the total number of International Option Securities then being purchased which the number of Initial International Securities set forth in Schedule A opposite the name of such International Manager bears to the total number of Initial International Securities, subject in each case to such adjustments as CSFB the Global Coordinator in its discretion shall make to eliminate any sales or purchases of fractional shares.

International Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and the Selling ShareholdersStockholders, acting severally and not jointly, hereby grant an option to the International Managers, severally and not jointly, to purchase from them up to an additional 236,250 123,000 shares of Common Shares, as Stock (each Selling Stockholder to sell up to the number of International Option Securities set forth opposite the name of such Selling Stockholder in Schedule BB hereto), at the price per share set forth in Schedule C, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial International Securities but not payable on the International Option Securities. C. The option hereby granted will expire 30 days on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial International Securities upon notice by CSFB the Global Coordinator to the Company and each of the Selling Shareholders Stockholders who are selling International Option Securities setting forth the aggregate number of International Option Securities as to which the several International Managers are then exercising the option and the time and date of payment and delivery for such International Option Securities. Any such time and date of delivery for the International Option Securities (a "Date of Delivery") shall be determined by CSFB, the Global Coordinator but shall be not be earlier than two nor later than seven five full business days after receipt of such notice by the Selling Stockholders of the exercise of said option, nor in any event prior to the Closing Time, Time (as hereinafter defined), unless otherwise agreed upon by the Global Coordinator and the Selling Stockholders. If the option is exercised as to all or any portion of the International Option Securities, each of the International Managers, acting severally and not jointly, will purchase that proportion of the total number of International Option Securities then being purchased which the number of Initial International Securities set forth in Schedule A opposite the name of such International Manager (plus any additional number of Initial International Securities which such International Manager may become obligated to purchase pursuant to the provisions of Section 11 hereof) bears to the total number of Initial International Securities, subject subject, in each case case, to such adjustments as CSFB the International Managers in its their discretion shall make to eliminate any sales or purchases of fractional sharesSecurities. Each of the Selling Stockholders will sell shares purchased pursuant to the over-allotment option in the same proportion as the number of shares of International Option Securities to be sold by such Selling Stockholder bears to the total number of shares of International Option Securities sold by the Selling Stockholders pursuant to this Agreement. For purposes of this Agreement, the term "business day" means a day on which the New York Stock Exchange is open for trading.

International Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and the Selling Shareholders, acting severally and not jointly, Issuer hereby grant grants an option to the International Managers, severally and not jointly, to purchase up to an additional 236,250 165,000 shares of Class A Common Shares, as set forth in Schedule B, Stock at the price per share set forth in Schedule CB, less an amount per share equal to any dividends or distributions declared by the Company Issuer and payable on the International Initial International Securities but not payable on the International Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the International Initial International Securities upon notice by CSFB the Global Coordinator to the Company and the Selling Shareholders Issuer setting forth the number of International Option Securities as to which the several International Managers are then exercising the option and the time and date of payment and delivery for such International Option Securities. Any such time and date of delivery for the International Option Securities (a "Date of Delivery") shall be determined by CSFBthe Global Coordinator, but shall not be earlier than one full business day, or be later than seven full business days days, after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the International Option Securities, each of the International Managers, acting severally and not jointly, will purchase that proportion of the total number of International Option Securities then being purchased which the number of International Initial International Securities set forth in Schedule A opposite the name of such International Manager bears to the total number of International Initial International Securities, subject in each case to such adjustments as CSFB the Global Coordinator in its discretion shall make to eliminate any sales or purchases of fractional shares.

International Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and the Selling Shareholders, acting severally and not jointly, hereby grant grants an option to the International Managers, severally and not jointly, to purchase up to an additional 236,250 101,850 shares of Common Shares, as Stock at the price per share set forth in Schedule B, at the price per share set forth in Schedule C, C less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial International Securities but not payable on the International Option Securities (but only if the Company establishes a record date for such dividend or distribution which is prior to the Date of Delivery (as defined below) for the International Option Securities). The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial International Securities upon notice by CSFB the Global Coordinator to the Company and the Selling Shareholders setting forth the number of International Option Securities as to which the several International Managers are then exercising the option and the time and date of payment and delivery for such International Option Securities. Any such time and date of delivery for the International Option Securities (a "Date of Delivery") shall be determined by CSFBthe Global Coordinator, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the International Option Securities, each of the International Managers, acting severally and not jointly, will purchase that proportion of the total number of International Option Securities then being purchased which the number of Initial International Securities set forth in Schedule A opposite the name of such International Manager bears to the total number of Initial International Securities, subject in each case to such adjustments as CSFB the Global Coordinator in its discretion shall make to eliminate any sales or purchases of fractional shares.

International Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and the Selling Shareholders, acting severally and not jointly, hereby grant grants an option to the International Managers, severally and not jointly, to purchase up to an additional 236,250 75,000 shares of Common SharesStock, as set forth in Schedule B, at the price per share set forth in Schedule C, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial International Securities but not payable on the International Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial International Securities upon notice by CSFB the Global Coordinator to the Company and the Selling Shareholders setting forth the number of International Option Securities as to which the several International Managers are then exercising the option and the time and date of payment and delivery for such International Option Securities. Any such time and date of delivery for the International Option Securities (a "Date of Delivery") shall be determined by CSFBthe Global Coordinator, but shall not be earlier than two nor later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the International Option Securities, each of the International Managers, acting severally and not jointly, will purchase purchase, that proportion of the total number of International Option Securities then being purchased which the number of Initial International Securities set forth in Schedule A opposite the name of such International Manager bears to the total number of Initial International Securities, and the Company shall sell that proportion of the total number of International Option Securities then being sold which the number of Initial International Securities set forth in Schedule B opposite the name of the Company bears to the total number of Initial International Securities, subject in each case to such adjustments as CSFB the Global Coordinator in its discretion shall make to eliminate any sales or purchases of fractional shares.

International Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and the Selling Shareholders, acting severally and not jointly, hereby grant an option to the International Managers, severally and not jointly, to purchase up to an additional 236,250 Common Shares, as - ADSs at the same price per ADS set forth in Schedule B, at the price per share set forth in Schedule C, C less an amount per share Ordinary Share represented by such ADSs equal to any dividends or distributions declared by the Company and payable on the Initial International Securities but not payable on the International Option Securities. The option hereby granted will expire 30 calendar days after the date hereof of the Prospectuses and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with by written notice from the offering and distribution of the Initial International Securities upon notice by CSFB Global Coordinator to the Company Company, and the Selling Shareholders setting forth the aggregate number of International Option Securities as to which the several International Managers are then exercising the option be purchased and the time and date of payment and delivery for on which such International Option Securities. Any such time and date of delivery for the International Option Securities (a "Date of Delivery") shall are to be delivered, as determined by CSFBthe Global Coordinator but in no event earlier than the Closing Time or, but shall unless the Global Coordinator and the Company otherwise agree in writing, not be earlier than two or later than seven full ten business days after the exercise date of said option, nor such notice. The Global Coordinator may reallocate Option Securities between and among the syndicates of the Offerings in any event prior to accordance with the Closing Time, as hereinafter definedIntersyndicate Agreement. If the option is exercised as to all or any portion of the International Option Securities, each of the International Managers, acting severally and not jointly, will purchase that proportion of the total number of International Option Securities then being purchased which the number of Initial International Securities set forth in Schedule A opposite the name of such International Manager bears to the total number of Initial International Securities, subject in each case to (A) any reallocation that the Global Coordinator may make with respect to Option Securities among syndicates of the Offerings and (B) such adjustments among the International Managers as CSFB the Lead Manager in its sole discretion shall make to eliminate any sales or purchases of fractional shares.

International Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and the each Selling ShareholdersShareholder, acting severally and not jointly, hereby grant grants an option to the International Managers, severally and not jointly, to purchase up to an additional 236,250 627,480 shares of Common Shares, Stock as set forth in Schedule B, at the price per share set forth in Schedule C, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial International Securities but not payable on the International Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised not more than two times in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial International Securities upon notice by CSFB the Global Coordinator to the Company and the 23 -18- Selling Shareholders setting forth the number of International Option Securities as to which the several International Managers are then exercising the option and the time and date of payment and delivery for such International Option Securities. Any such time and date of delivery for the International Option Securities (a "Date of Delivery") shall be determined by CSFBthe Global Coordinator, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the International Option Securities, each of the International Managers, acting severally and not jointly, on the basis of the representations and warranties of the Company contained herein and subject to the terms and conditions herein set forth, will purchase that proportion of the total number of International Option Securities then being purchased which the number of Initial International Securities set forth in Schedule A opposite the name of such International Manager bears to the total number of Initial International Securities, subject in each case to such adjustments as CSFB the Global Coordinator in its discretion shall make to eliminate any sales or purchases of fractional shares.

International Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and the Selling ShareholdersStockholders, acting severally and not jointly, hereby grant an option to the each International ManagersManager, severally and not jointly, to purchase up to an the additional 236,250 number of shares of Common Shares, as Stock set forth in Schedule B, C opposite the name of the Selling Stockholders under the heading "Number of International Option Securities" at the price per share set forth in Schedule CB, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial International Securities but not payable on the International Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-over- allotments which may be made in connection with the offering and distribution of the Initial International Securities upon written notice by CSFB the Global Coordinator to the Company and the Selling Shareholders Attorney-in-Fact setting forth the number of International Option Securities as to which the several International Managers are then exercising the option and the time and date of payment and delivery for such International Option Securities. Any such time and date of delivery for the International Option Securities (a "Date of Delivery") shall be determined by CSFBthe Global Coordinator, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined, unless otherwise agreed by the Global Coordinator, the Company and the Selling Stockholders. If the option is exercised as to all or any portion of the International Option Securities, each of the International Managers, acting severally and not jointly, will purchase that proportion of the total number of International Option Securities then being purchased which the number of Initial International Securities set forth in Schedule A opposite the name of such International Manager bears to the total number of Initial International Securities, subject in each case to such adjustments as CSFB the Global Coordinator in its discretion shall make to eliminate any sales or purchases of fractional shares.