Common use of Issue and Subscription Clause in Contracts

Issue and Subscription. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, Holdings agrees to issue to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees to subscribe for the number of Firm Shares set forth opposite its name in Schedule A attached hereto at a subscription price of $14.475 per share. Holdings is advised by you that the Underwriters intend (i) to make a public offering of the Shares as soon as advisable after the effective date of the Registration Statement and (ii) initially to offer the Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In the event and to the extent that the Underwriters shall exercise the election to subscribe for Option Shares as provided below, Holdings agrees to issue to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to subscribe for, at the subscription price per share set forth in this clause (a) (provided that the subscription price per Option Share shall be reduced by an amount per share equal to any dividends or distributions declared by Holdings and payable on the Firm Shares but not payable on the Option Shares), that portion of the number of Option Shares as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction, the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to subscribe for as set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the maximum number of Option Shares that all of the Underwriters are entitled to subscribe for hereunder. (b) Holdings hereby grants to the Underwriters the right to, at their election, subscribe for up to 2,500,000 Option Shares, at the subscription price per share set forth in clause (a) above, for the sole purpose of covering sales of Ordinary Shares in excess of the number of Firm Shares, provided that the subscription price per Option Share shall be reduced by an amount per share equal to any dividends or distributions declared by Holdings and payable on the Firm Shares but not payable on the Option Shares. Any such election to subscribe for Option Shares may be exercised only by written notice from you to Holdings, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Option Shares to be subscribed for and the date on which such Option Shares are to be delivered, as determined by you but in no event earlier than the First Time of Delivery (as defined in Section 2 hereof) or, unless you and Holdings otherwise agree in writing, earlier than two or later than ten business days after the date of such notice.

Issue and Subscription. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, Holdings agrees to issue to the respective Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to subscribe for the number of Firm Shares set forth opposite its the name of such Underwriter in Schedule A attached hereto hereto, subject to adjustment in accordance with Section 8 hereof at a subscription price of $14.475 [ ] per shareShare. Holdings The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon as advisable after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the event and Company hereby grants to the extent that several Underwriters the option (the “Option”) to subscribe for, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall exercise have the election right to subscribe for Option Shares as provided below, Holdings agrees to issue to each of the Underwriters, and each of the Underwriters agreesfor, severally and not jointly, ratably in accordance with the number of Firm Shares to subscribe forbe subscribed by each of them, all or a portion of the Additional Shares, at the same subscription price per share set forth in this clause to be paid by the Underwriters to the Company for the Firm Shares. The Option may be exercised (a) (provided that only to cover over-allotments in the subscription price per Option Share shall be reduced by an amount per share equal to any dividends or distributions declared by Holdings and payable on sale of the Firm Shares but not payable by the Underwriters and (b) by UBS Securities LLC (“UBS”) and Barclays Capital Inc. (“Barclays”) on the Option Shares), that portion behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Option Additional Shares as to which the Option is being exercised and the date and time when the Additional Shares are to be delivered (any such election date and time being herein referred to as an “additional time of subscription”); provided, however, that no additional time of subscription shall be earlier than the “time of subscription” (as defined below) nor earlier than the second business day after the date on which the Option shall have been exercised (nor later than the fifth business day after the date on which the Option shall have been exercised. The number of Additional Shares to be adjusted by you so as issued to eliminate fractional shares) determined by multiplying such each Underwriter shall be the number which bears the same proportion to the aggregate number of Option Additional Shares by a fraction, being subscribed for as the numerator of which is the maximum number of Option Firm Shares which such Underwriter is entitled to subscribe for as set forth opposite the name of such Underwriter in on Schedule A hereto and the denominator of which is the maximum number of Option Shares that all of the Underwriters are entitled to subscribe for hereunder. (b) Holdings hereby grants bears to the Underwriters the right to, at their election, subscribe for up to 2,500,000 Option Shares, at the subscription price per share set forth in clause (a) above, for the sole purpose of covering sales of Ordinary Shares in excess of the total number of Firm SharesShares (subject, provided that the subscription price per Option Share shall be reduced by an amount per share equal in each case, to any dividends or distributions declared by Holdings such adjustment as UBS and payable on the Firm Shares but not payable on the Option Shares. Any such election Barclays may determine to subscribe for Option Shares may be exercised only by written notice from you eliminate fractional shares), subject to Holdings, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Option Shares to be subscribed for and the date on which such Option Shares are to be delivered, as determined by you but adjustment in no event earlier than the First Time of Delivery (as defined in accordance with Section 2 8 hereof) or, unless you and Holdings otherwise agree in writing, earlier than two or later than ten business days after the date of such notice.

Issue and Subscription. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, Holdings agrees to issue to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees to subscribe for the number of Firm Shares set forth opposite its name in Schedule A attached hereto at a subscription price of $14.475 29.6504 per share. Holdings is advised by you that the Underwriters intend (i) to make a public offering of the Shares as soon as advisable after the effective date of the Registration Statement and (ii) initially to offer the Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In the event and to the extent that the Underwriters shall exercise the election to subscribe for Option Shares as provided below, Holdings agrees to issue to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to subscribe for, at the subscription price per share set forth in this clause (a) (provided that the subscription price per Option Share shall be reduced by an amount per share equal to any dividends or distributions declared by Holdings and payable on the Firm Shares but not payable on the Option Shares), that portion of the number of Option Shares as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction, the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to subscribe for as set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the maximum number of Option Shares that all of the Underwriters are entitled to subscribe for hereunder. (b) Holdings hereby grants to the Underwriters the right to, at their election, subscribe for up to 2,500,000 5,000,000 Option Shares, at the subscription price per share set forth in clause (a) above, for the sole purpose of covering sales of Ordinary Shares in excess of the number of Firm Shares, provided that the subscription price per Option Share shall be reduced by an amount per share equal to any dividends or distributions declared by Holdings and payable on the Firm Shares but not payable on the Option Shares. Any such election to subscribe for Option Shares may be exercised only by written notice from you to Holdings, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Option Shares to be subscribed for and the date on which such Option Shares are to be delivered, as determined by you but in no event earlier than the First Time of Delivery (as defined in Section 2 hereof) or, unless you and Holdings otherwise agree in writing, earlier than two or later than ten business days after the date of such notice.

Issue and Subscription. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, Holdings agrees to issue to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees to subscribe for the number of Firm Shares set forth opposite its name in Schedule A attached hereto at a subscription price of $14.475 10.615 per share. Holdings is advised by you that the Underwriters intend (i) to make a public offering of the Shares as soon as advisable after the effective date of the Registration Statement and (ii) initially to offer the Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In the event and to the extent that the Underwriters shall exercise the election to subscribe for Option Shares as provided below, Holdings agrees to issue to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to subscribe for, at the subscription price per share set forth in this clause (a) (provided that the subscription price per Option Share shall be reduced by an amount per share equal to any dividends or distributions declared by Holdings and payable on the Firm Shares but not payable on the Option Shares), that portion of the number of Option Shares as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction, the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to subscribe for as set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the maximum number of Option Shares that all of the Underwriters are entitled to subscribe for hereunder. (b) Holdings hereby grants to the Underwriters the right to, at their election, subscribe for up to 2,500,000 5,454,545 Option Shares, at the subscription price per share set forth in clause (a) above, for the sole purpose of covering sales of Ordinary Shares in excess of the number of Firm Shares, provided that the subscription price per Option Share shall be reduced by an amount per share equal to any dividends or distributions declared by Holdings and payable on the Firm Shares but not payable on the Option Shares. Any such election to subscribe for Option Shares may be exercised only by written notice from you to Holdings, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Option Shares to be subscribed for and the date on which such Option Shares are to be delivered, as determined by you but in no event earlier than the First Time of Delivery (as defined in Section 2 hereof) or, unless you and Holdings otherwise agree in writing, earlier than two or later than ten business days after the date of such notice.