Common use of Optional Securities Clause in Contracts

Optional 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 hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $7,500,000 aggregate principal amount of Optional Securities, solely to cover over-allotments, if any, at the Purchase Price plus accrued interest from the Closing Time or the relevant Date of Delivery, as applicable. The Underwriters shall be paid a commission of 3.15% of the aggregate principal amount of the Optional Securities purchased. 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 on one or more occasions which may be made in connection with the offering and distribution of the Firm Securities upon notice by the Representatives to the Company setting forth the aggregate principal amount of Optional Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Optional Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, 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 Optional Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the aggregate principal amount of Optional Securities then being purchased which the aggregate principal amount of Firm Securities set forth in Schedule I opposite the name of such Underwriter bears to the total aggregate principal amount of Firm Securities.

Optional 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 Selling Stockholders, to the extent indicated in Schedule B hereto, hereby grants grant, severally and not jointly, an option to the Underwriters, severally and not jointly, to purchase up to an additional $7,500,000 aggregate principal 4,200,000 shares of Common Stock at the price per share set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities shall be made in proportion to the number of Optional Securities, solely Securities to cover over-allotments, if any, at the Purchase Price plus accrued interest from the Closing Time or the relevant Date of Delivery, as applicable. The Underwriters shall be paid a commission of 3.15% of the aggregate principal amount of the Optional Securities purchasedsold by each Selling Stockholder. The option hereby granted will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part from time to time on one or more occasions which may be made in connection with the offering and distribution of the Firm Securities upon notice by the Representatives to the Company and the Selling Stockholders setting forth the aggregate principal amount number of Optional Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Optional Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, 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 Optional Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the aggregate principal amount total number of Optional Securities then being purchased which the aggregate principal amount number of Firm Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total aggregate principal amount number of Firm Initial Securities, subject, in each case, to such adjustments as Xxxxxxx, Xxxxx & Co. in its sole discretion shall make to eliminate any sales or purchases of fractional Securities.

Optional Securities. In addition, on the basis of the representations and warranties herein contained and subject Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option the Option to the UnderwritersUnderwriters to purchase, severally and not jointly, to purchase up to an additional $7,500,000 aggregate principal amount of the Optional Securities, solely to cover over-allotments, if any, Securities at the Purchase Price plus accrued interest from same price as the Closing Time or the relevant Date of Delivery, as applicable. The Underwriters shall be paid a commission of 3.15% of pay for the aggregate Firm Securities and the principal amount of the Optional Securities purchasedto be sold to an Underwriter shall be that principal amount which bears the same ratio to the aggregate principal amount of Optional Securities being purchased as the principal amount of Firm Securities set forth opposite the name of such Underwriter in Schedule A hereto (or such number increased as set forth in Section 10). The option hereby granted will expire 30 days after Option may be exercised only to cover over-allotments in the date hereof and sale of the Firm Securities by the Underwriters. The Option may be exercised in whole or in part from at any time not more than 30 days subsequent to time on one or more occasions which may be made in connection with the offering and distribution date of the Firm Securities this Agreement upon notice in writing or by facsimile by the Representatives Representative to the Company setting forth the aggregate principal amount (which shall be an integral multiple of $1,000) of Optional Securities as to which the several Underwriters are then exercising the option Option; provided that the Option may not be exercised in more than two installments without the consent of the Company. The date for payment of the purchase price for, and delivery of certificates for the Optional Securities, being herein referred to as an “Optional Delivery Date,” which may be the Closing Date (the Closing Date and the time and date of payment and delivery for such Optional Securities. Any such time and date of delivery (Delivery Date, if any, being sometimes referred to as a “Date of DeliveryDelivery Date”) ), shall be determined by the Representatives, Representative but shall not be later than seven five full business days after the exercise written notice of said option, nor in any event prior election to the Closing Time, as hereinafter definedpurchase Optional Securities is given. If the option is exercised as to all or any portion Delivery of the Optional SecuritiesSecurities shall be made to the Underwriters against payment of the purchase price by the Underwriters. Payment for the Optional Securities shall be effected either by wire transfer of immediately available funds to a bank account, the account number and the ABA number for such bank to be provided by the Company to the Representative at least two business days in advance of the Optional Delivery Date, or by such other manner of payment as may be agreed in writing by the Company and the Representative. It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, issue a receipt for, and make payment of the purchase price for, the Optional Securities that it has agreed to purchase. Mxxxxxx Lxxxx, individually and not as representative of the Underwriters, acting severally and may (but shall not jointly, will purchase that proportion be obligated to) make payment of the aggregate principal amount of purchase price for the Optional Securities then being to be purchased which by any Underwriter whose funds have not been received by the aggregate principal amount of Firm Securities set forth in Schedule I opposite the name of Optional Delivery Date, but such payment shall not relieve such Underwriter bears to the total aggregate principal amount of Firm Securitiesfrom its obligations hereunder.

Optional Securities. In addition, on the basis of the representations and warranties herein contained and subject Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the Underwritersseveral Underwriters to purchase, severally and not jointly, to purchase up to an additional $7,500,000 aggregate principal amount of 645,000 Optional Securities, solely to cover over-allotments, if any, Securities at the Purchase Price plus accrued interest (less the per share amount or value, as applicable, of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time or through the relevant Date of Delivery, Option Closing Time (as applicabledefined below) with respect thereto). The Underwriters shall be paid a commission of 3.15% of the aggregate principal amount of the Optional Securities purchased. The Said option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part at any time and from time to time on one or more occasions which may be made in connection with before the offering and distribution 30th day after the date of the Firm Securities Prospectus upon notice by the Representatives Underwriters to the Company setting forth the aggregate principal amount number of shares of the Optional Securities as to which the several Underwriters are then exercising the option and the settlement time and date date. The number of payment and delivery for Optional Securities to be purchased by each Underwriter shall be the same percentage of the total number of shares of the Optional Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Initial Securities, plus any additional number of Optional SecuritiesSecurities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof, subject to such adjustments as you in your absolute discretion shall make to eliminate any fractional shares. Any such time and date of delivery (a an “Date of DeliveryOption Closing Time”) shall be determined by the Representativesyou, 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 Optional Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the aggregate principal amount of Optional Securities then being purchased which the aggregate principal amount of Firm Securities set forth in Schedule I opposite the name of such Underwriter bears to the total aggregate principal amount of Firm Securities.

Optional Securities. In addition, on Upon written notice from the basis Representative given to the Company from time to time not more than 30 days subsequent to the date of the representations and warranties herein contained and subject to the terms and conditions herein set forthProspectus, the Company hereby grants an option to the Underwriters, severally and not jointly, to Underwriters may purchase up to an additional $7,500,000 aggregate principal amount of Optional Securities, solely to cover over-allotments, if any, at the Purchase Price plus accrued interest from the Closing Time all or the relevant Date of Delivery, as applicable. The Underwriters shall be paid a commission of 3.15% of the aggregate principal amount less than all of the Optional Securities purchasedfrom the Company at the purchase price per Ordinary Share paid for the Firm Securities. The option hereby granted will expire 30 days after Company agrees to sell the date hereof Underwriters the respective number of Optional Securities specified in such notice. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter's name bears to the total number of Firm Securities (subject to adjustment by the Representative to eliminate fractions) and may be exercised in whole or in part from time to time on one or more occasions which may be purchased by the Underwriter only for the purpose of covering over-allotments made in connection with the offering and distribution sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Prospectus, and, to the extent not previously exercised, may be surrendered and terminated at any time upon notice by the Representatives Representative to the Company setting forth Sellers. Each time for the aggregate principal amount delivery of Optional Securities as to which and payment for the several Underwriters are then exercising the option and the time and date of payment and delivery for such Optional Securities. Any such time , being herein referred to as an "Optional Closing Date", which may be the Initial Closing Date, the Additional Closing Date (the Initial Closing Date, Additional Closing Date and date of delivery (any Optional Closing Date being sometimes referred to as a “Date of Delivery”) "Closing Date"), shall be determined by the Representatives, Representative but shall not be later than seven five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the exercise Optional Securities to the Representative through the facilities of said optionDTC, nor for the respective accounts of the Underwriters against payment of the purchase price in any event federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company. The certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as the Representatives request upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the office of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at least 24 hours prior to such Optional Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Optional Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the aggregate principal amount of Optional Securities then being purchased which the aggregate principal amount of Firm Securities set forth in Schedule I opposite the name of such Underwriter bears to the total aggregate principal amount of Firm SecuritiesDate.

Optional Securities. In addition, The U.S. Optional Securities to be purchased by the Underwriters on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $7,500,000 aggregate principal amount of any Optional Securities, solely to cover over-allotments, if any, at the Purchase Price plus accrued interest from the Closing Time or the relevant Date of Delivery, as applicable. The Underwriters shall be paid a commission of 3.15% of in the aggregate principal amount of same proportion to all the Optional Securities purchasedto be purchased by the Underwriters and the Managers on such Optional Closing Date as the U.S. Firm Securities bear to all the Firm Securities. The option hereby granted will expire 30 days after Such U.S. Optional Securities shall be purchased from the date hereof Company for the account of each Underwriter in the same proportion as the number of U.S. Firm Securities set forth opposite such Underwriter's name bears to the total number of U.S. Firm Securities (subject to adjustment by CSFBC to eliminate fractions) and may be exercised in whole or in part from time to time on one or more occasions which may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the offering and distribution sale of the U.S. Firm Securities. No Optional Securities shall be sold or delivered unless the U.S. Firm Securities and the International Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC on behalf of Underwriters and the Representatives Managers to the Company setting forth Company. Each time for the aggregate principal amount delivery of Optional Securities as to which and payment for the several Underwriters are then exercising the option and the time and date of payment and delivery for such U.S. Optional Securities. Any such time , being herein referred to as an "Optional Closing Date", which may be the First Closing Date (the First Closing Date and date of delivery (each Optional Closing Date, if any, being sometimes referred to as a “Date of Delivery”) "Closing Date"), shall be determined by the Representatives, CSFBC but shall be not be later than seven five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the exercise U.S. Optional Securities being purchased on each Optional Closing Date to the Representatives for the accounts of said optionthe several Underwriters, nor against payment of the purchase price therefor in any event Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to CSFBC drawn to the order of CSFBC, at the office of Xxxxxxxx & Xxxxxxxx. The certificates for the U.S. Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion office of the Optional Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the aggregate principal amount of Optional Securities then being purchased which the aggregate principal amount of Firm Securities set forth CSFBC at a reasonable time in Schedule I opposite the name advance of such Underwriter bears to the total aggregate principal amount of Firm SecuritiesOptional Closing Date.

Optional 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 hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $7,500,000 aggregate principal amount 900,000 shares of Optional Securities, solely to cover over-allotments, if any, at the Purchase Price plus accrued interest dividends from the Closing Time or the relevant Date of Delivery, as applicable. The Underwriters shall be paid a commission of 3.15% of the aggregate principal amount of the Optional Securities purchased. 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 on one or more occasions which may be made in connection with the offering and distribution of the Firm Securities upon notice by the Representatives to the Company setting forth the aggregate principal amount number of Optional Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Optional Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, 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 Optional Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the aggregate principal amount of Optional Securities then being purchased which the aggregate principal amount of Firm Securities set forth in Schedule I opposite the name of such Underwriter bears to the total aggregate principal amount of Firm SecuritiesSecurities (subject, in each case, to such adjustment to eliminate fractional shares as the Representatives may determine).

Optional Securities. In addition, on the basis of the representations and warranties herein contained and subject Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the Underwritersseveral Underwriters to purchase, severally and not jointly, to purchase up to an additional $7,500,000 aggregate principal amount of 1,050,000 Optional Securities, solely to cover over-allotments, if any, Securities at the Purchase Price plus accrued interest (less the per share amount or value, as applicable, of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time or through the relevant Date of Delivery, Option Closing Time (as applicabledefined below) with respect thereto). The Underwriters shall be paid a commission of 3.15% of the aggregate principal amount of the Optional Securities purchased. The Said option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part at any time and from time to time on one or more occasions which may be made in connection with before the offering and distribution 30th day after the date of the Firm Securities Prospectus upon notice by the Representatives Underwriters to the Company setting forth the aggregate principal amount number of shares of the Optional Securities as to which the several Underwriters are then exercising the option and the settlement time and date date. The number of payment and delivery for Optional Securities to be purchased by each Underwriter shall be the same percentage of the total number of shares of the Optional Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Initial Securities, plus any additional number of Optional SecuritiesSecurities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof, subject to such adjustments as you in your absolute discretion shall make to eliminate any fractional shares. Any such time and date of delivery (a an “Date of DeliveryOption Closing Time”) shall be determined by the Representativesyou, 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 Optional Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the aggregate principal amount of Optional Securities then being purchased which the aggregate principal amount of Firm Securities set forth in Schedule I opposite the name of such Underwriter bears to the total aggregate principal amount of Firm Securities.

Optional 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 Selling Stockholders, to the extent indicated in Schedule B hereto, hereby grants grant, severally and not jointly, an option to the Underwriters, severally and not jointly, to purchase up to an additional $7,500,000 aggregate principal 2,775,000 shares of Common Stock at the price per share set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities shall be made in proportion to the number of Optional Securities, solely Securities to cover over-allotments, if any, at the Purchase Price plus accrued interest from the Closing Time or the relevant Date of Delivery, as applicable. The Underwriters shall be paid a commission of 3.15% of the aggregate principal amount of the Optional Securities purchasedsold by each Selling Stockholder. The option hereby granted will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part from time to time on one or more occasions which may be only for the purpose of covering overallotments made in connection with the offering and distribution of the Firm Securities upon notice by the Representatives to the Company and the Selling Stockholders setting forth the aggregate principal amount number of Optional Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Optional Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, 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 Optional Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the aggregate principal amount total number of Optional Securities then being purchased which the aggregate principal amount number of Firm Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total aggregate principal amount number of Firm Initial Securities, subject, in each case, to such adjustments as Xxxxxxx, Xxxxx & Co. in its sole discretion shall make to eliminate any sales or purchases of fractional Securities.

Optional Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the The Company hereby grants an option to the Underwriters, acting severally and not jointly, the right to purchase at their election up to an additional $7,500,000 aggregate principal amount of 1,173,913 Optional Securities, solely to cover over-allotments, if any, at the Purchase Price plus accrued interest purchase price per share set forth in Section 2(a), provided that the purchase price per Optional Security shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on the Optional Securities. Any such election to purchase Optional Securities may be exercised only by written notice from the Closing Time or Representatives to the relevant Date Company, given within a period of Delivery, as applicable. The Underwriters shall be paid a commission of 3.15% of the aggregate principal amount of the Optional Securities purchased. The option hereby granted will expire 30 calendar days after the date hereof and may be exercised in whole or in part from time to time on one or more occasions which may be made in connection with the offering and distribution of the Firm Securities upon notice by the Representatives to the Company this Underwriting Agreement, setting forth the aggregate principal amount number of Optional Securities as to which the several Underwriters are then exercising the option be purchased and the time and date of payment and delivery for on which such Optional SecuritiesSecurities are to be delivered. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing TimeTime (as defined herein) or, as hereinafter definedunless the Representatives and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice. If the option is exercised as to all or any portion of the Optional Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the aggregate principal amount total number of Optional Securities then being purchased which the aggregate principal amount number of Firm Securities set forth in Schedule I Exhibit A opposite the name of such Underwriter bears to the total aggregate principal amount number of Firm Securities., subject, in each case, to such adjustments as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares

Optional 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 hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional $7,500,000 aggregate principal 7,050,000 shares of Common Stock at the price per share set forth in Schedule A, less an amount of per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Optional Securities, solely to cover over-allotments, if any, at the Purchase Price plus accrued interest from the Closing Time or the relevant Date of Delivery, as applicable. The Underwriters shall be paid a commission of 3.15% of the aggregate principal amount of the Optional Securities purchased. The option hereby granted will expire may be exercised for 30 days after the date hereof and may be exercised in whole or in part from time to time on one or more occasions which may be only for the purpose of covering overallotments made in connection with the offering and distribution of the Firm Securities upon notice by the Representatives to the Company setting forth the aggregate principal amount number of Optional Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Optional Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, 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 Optional Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the aggregate principal amount total number of Optional Securities then being purchased which the aggregate principal amount number of Firm Initial Securities set forth in Schedule I A opposite the name of such Underwriter bears to the total aggregate principal amount number of Firm Initial Securities, subject, in each case, to such adjustments as Xxxxxxx, Sachs & Co. in its sole discretion shall make to eliminate any sales or purchases of fractional Securities.

Optional Securities. In addition, on The U.S. Optional Securities shall be purchased for the basis account of each Underwriter in the representations and warranties herein contained and same proportion as the number of shares of U.S. Firm Securities set forth opposite such Underwriter's name bears to the total number of shares of U.S. Firm Securities (subject to adjustment by CSFBC to eliminate fractions). The Optional Securities may be purchased by the terms Underwriters and conditions herein set forth, the Company hereby grants an option to Managers only for the Underwriters, severally and not jointly, to purchase up to an additional $7,500,000 aggregate principal amount purpose of Optional Securities, solely to cover covering over-allotments, if any, at the Purchase Price plus accrued interest from the Closing Time or the relevant Date of Delivery, as applicable. The Underwriters shall be paid a commission of 3.15% of the aggregate principal amount of the Optional Securities purchased. 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 on one or more occasions which may be allotments made in connection with the offering and distribution sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the related Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CSFBC on behalf of the Representatives Underwriters and the Managers to the Company setting forth Company. Each time for the aggregate principal amount delivery of Optional Securities as to which and payment for the several Underwriters are then exercising the option and the time and date of payment and delivery for such U.S. Optional Securities. Any such time , being herein referred to as an "Optional Closing Date", which may be the First Closing Date (the First Closing Date and date of delivery (each Optional Closing Date, if any, being sometimes referred to as a “Date of Delivery”) "Closing Date"), shall be determined by the Representatives, CSFBC but shall be not be later than seven full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the exercise U.S. Optional Securities being purchased on each Optional Closing Date to the Representatives for the accounts of said optionthe several Underwriters, nor against payment of the purchase price therefor in any event Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to CSFBC drawn to the order of CalEnergy Company, Inc., at the above office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP. The certificates for the U.S. Optional Securities will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of CSFBC, at a reasonable time in advance of such Optional Closing TimeDate. In connection with the shares sold in the Direct Sale, as hereinafter defined. If the option is exercised as Company will pay or cause to all or any portion be paid to the Joint Book Running Managers for the U.S. Offering underwriting discounts and commissions in an amount per Security purchased in the Direct Sale equal to 60% of the Optional Securitiesunderwriting discounts and commissions payable per Security in connection with the Securities purchased in the U.S. Offering, each or an aggregate of $1,480,000 for the Underwriters, acting severally and not jointly, will purchase that proportion of 2,000,000 Securities purchased in the aggregate principal amount of Optional Securities then being purchased which the aggregate principal amount of Firm Securities set forth in Schedule I opposite the name of such Underwriter bears to the total aggregate principal amount of Firm SecuritiesDirect Sale.

Optional Securities. (i) In addition, upon written notice from the Representatives given to the Company and the Forward Seller from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the Purchase Price, less an amount per share equal to any dividends or distributions declared by the Company and payable on the basis Initial Securities but not payable on the Optional Securities. Each of the representations Forward Seller (with respect to Borrowed Optional Securities) and warranties herein contained the Company (with respect to Company Optional Securities and subject Company Top-Up Optional Securities) agrees to sell to the terms Underwriters the respective number of Optional Securities specified in such notice and conditions herein set forth, the Company hereby grants an option to the UnderwritersUnderwriters agree, severally and not jointly, to purchase up from the Forward Seller (with respect to an additional $7,500,000 aggregate principal amount of Borrowed Optional Securities) and the Company (with respect to Company Optional Securities and Company Top-Up Optional Securities) such Optional Securities. Such Borrowed Optional Securities, solely to cover overCompany Optional Securities or Company Top-allotments, if any, at the Purchase Price plus accrued interest from the Closing Time or the relevant Date of DeliveryUp Optional Securities, as applicable, shall be purchased for the account of each Underwriter in the same proportion as the number of Primary Securities set forth opposite such Underwriter’s name bears to the total number of Primary Securities (subject to adjustment by the Representatives to eliminate fractions). No Optional Securities shall be sold or delivered unless the Initial Securities previously have been, or simultaneously are, sold and delivered. The Underwriters shall be paid a commission of 3.15% of the aggregate principal amount of right to purchase the Optional Securities purchased. The option hereby granted will expire 30 days after the date hereof and or any portion thereof may be exercised in whole or in part from time to time on one or more occasions which and to the extent not previously exercised may be made in connection with the offering surrendered and distribution of the Firm Securities terminated at any time upon notice by the Representatives to the Company setting forth the aggregate principal amount of Optional Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Optional Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, 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 Optional Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the aggregate principal amount of Optional Securities then being purchased which the aggregate principal amount of Firm Securities set forth in Schedule I opposite the name of such Underwriter bears to the total aggregate principal amount of Firm SecuritiesForward Seller.

Optional Securities. In addition, on the basis of the representations and warranties herein contained and subject Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the Underwritersseveral Underwriters to purchase, severally and not jointly, to purchase up to an additional $7,500,000 aggregate principal amount of 937,500 Optional Securities, solely to cover over-allotments, if any, Securities at the Purchase Price plus accrued interest (less the per share amount or value, as applicable, of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time or through the relevant Date of Delivery, Option Closing Time (as applicabledefined below) with respect thereto). The Underwriters shall be paid a commission of 3.15% of the aggregate principal amount of the Optional Securities purchased. The Said option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part at any time and from time to time on one or more occasions which may be made in connection with before the offering and distribution 30th day after the date of the Firm Securities Prospectus upon notice by the Representatives Underwriters to the Company setting forth the aggregate principal amount number of shares of the Optional Securities as to which the several Underwriters are then exercising the option and the settlement time and date date. The number of payment and delivery for Optional Securities to be purchased by each Underwriter shall be the same percentage of the total number of shares of the Optional Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Initial Securities, plus any additional number of Optional SecuritiesSecurities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof, subject to such adjustments as you in your absolute discretion shall make to eliminate any fractional shares. Any such time and date of delivery (a an “Date of DeliveryOption Closing Time”) shall be determined by the Representativesyou, 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 Optional Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the aggregate principal amount of Optional Securities then being purchased which the aggregate principal amount of Firm Securities set forth in Schedule I opposite the name of such Underwriter bears to the total aggregate principal amount of Firm Securities.