Common use of Ordinary Shares Clause in Contracts

Ordinary Shares. Each of the Parent, the Company and the Exchanging Shareholders acknowledge and agree that all Reciprocal Ordinary Shares issued pursuant to this Agreement shall be issued and registered in the Parents register of members. In connection with the issuance of Reciprocal Ordinary Shares, the Parent, the Company and the Exchanging Shareholders acknowledge the following notation (or a similar notation) may be placed in the Parent’s register of members: “THE RECIPROCAL ORDINARY SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM PURSUANT TO APPLICABLE LAW. ANY OFFER, SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THIS SECURITY IN A TRANSACTION THAT IS NOT REGISTERED UNDER THE SECURITIES ACT IS SUBJECT TO THE COMPANY’S RIGHT TO REQUIRE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO THE COMPANY.” If such notation has been placed in the Parent’s register of members, the Parent shall, at the request of an Exchanging Shareholder, remove or caused to be removed from such register the notation described in this Section 6.1(a), if it is reasonably satisfied (based upon opinion of counsel addressed to Parent reasonably satisfactory to Parent and the Company, or in the case of an Exchanging Shareholder proposing to transfer such securities, pursuant to Rule 144(b)(1) of the Securities Act, a customary certificate addressed to Parent confirming compliance with such exemptions, reasonably satisfactory to Parent and the Company) that such notation is no longer required under applicable requirements of the Securities Act.

Ordinary Shares. Each of the ParentCompany, the Company Boulevard and the Exchanging Shareholders acknowledge and agree that all Reciprocal Ordinary Shares issued pursuant to this Agreement shall be issued and registered in the Parents Company’s register of members. In connection with the issuance of Reciprocal Ordinary Shares, the ParentCompany, the Company Boulevard and the Exchanging Shareholders acknowledge the following notation (or a similar notation) may be placed in the ParentCompany’s register of members: “THE RECIPROCAL ORDINARY SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM PURSUANT TO APPLICABLE LAW. ANY OFFER, SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THIS SECURITY IN A TRANSACTION THAT IS NOT REGISTERED UNDER THE SECURITIES ACT IS SUBJECT TO THE COMPANYBOULEVARD’S RIGHT TO REQUIRE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO THE COMPANYBOULEVARD.” If such notation has been placed in the ParentCompany’s register of members, the Parent Company shall, at the request of an Exchanging Shareholder, remove or caused to be removed from such register the notation described in this Section 6.1(a), if it is reasonably satisfied (based upon opinion of counsel addressed to Parent the Company reasonably satisfactory to Parent the Company and the CompanyBoulevard, or in the case of an Exchanging Shareholder proposing to transfer such securities, pursuant to Rule 144(b)(1) of the Securities Act, a customary certificate addressed to Parent the Company confirming compliance with such exemptions, reasonably satisfactory to Parent the Company and the CompanyBoulevard) that such notation is no longer required under applicable requirements of the Securities Act.

Ordinary Shares. Each of the ParentCompany, the Company Boulevard and the Exchanging Shareholders acknowledge and agree that all Reciprocal Ordinary Shares issued pursuant to this Agreement shall be issued and registered in the Parents Company's register of members. In connection with the issuance of Reciprocal Ordinary Shares, the ParentCompany, the Company Boulevard and the Exchanging Shareholders acknowledge the following notation (or a similar notation) may be placed in the Parent’s Company's register of members: “"THE RECIPROCAL ORDINARY SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM PURSUANT TO APPLICABLE LAW. ANY OFFER, SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THIS SECURITY IN A TRANSACTION THAT IS NOT REGISTERED UNDER THE SECURITIES ACT IS SUBJECT TO THE COMPANY’S BOULEVARD'S RIGHT TO REQUIRE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO THE COMPANYBOULEVARD.” " If such notation has been placed in the Parent’s Company's register of members, the Parent Company shall, at the request of an Exchanging Shareholder, remove or caused to be removed from such register the notation described in this Section 6.1(a), if it is reasonably satisfied (based upon opinion of counsel addressed to Parent the Company reasonably satisfactory to Parent the Company and the CompanyBoulevard, or in the case of an Exchanging Shareholder proposing to transfer such securities, pursuant to Rule 144(b)(1) of the Securities Act, a customary certificate addressed to Parent the Company confirming compliance with such exemptions, reasonably satisfactory to Parent the Company and the CompanyBoulevard) that such notation is no longer required under applicable requirements of the Securities Act.

Ordinary Shares. Each Except with respect to transfers otherwise permitted by this Agreement, if any Shareholder holding Ordinary Shares receives an offer (an “Offer”) from a bona fide third party (the “Offeror”) to purchase Ordinary Shares owned by such Shareholder, which Offer such Person (the “Selling Shareholder”) is willing to accept, the Selling Shareholder shall afford a right of first refusal to the non-selling Shareholders of the Parentsame series and to all holders of 2002 Series A Preferred Stock (collectively, the “non-Selling Company Shareholders”) by giving written notice to the non-Selling Company Shareholders accompanied by a detailed description of the terms and conditions and a copy of any documents relating to the proposed sale (an “Offer Notice”) not less than thirty (30) days prior to such proposed sale. The Offer Notice shall specify the interest which the Selling Shareholder proposes to sell (the “Offered Shares”) and the Exchanging material terms of the proposed transaction, including the identity of the Offeror, the terms of the Offer and the price for the interest. The non-Selling Company Shareholders acknowledge and agree that shall each notify the Selling Shareholder, within fifteen (15) days after receipt of the Offer Notice, whether the non-Selling Company Shareholders desire to purchase all Reciprocal Ordinary or a portion of the Offered Shares issued pursuant to this Agreement shall be issued and registered in the Parents register of members. In connection accordance with the issuance terms of Reciprocal Ordinary the Offer Notice. If non-Selling Company Shareholders elect to purchase all of the Offered Shares, the Parent, Selling Shareholder shall allocate the Offered Shares to the non-selling Company and Shareholders who have agreed to buy Offered Shares in proportion to the Exchanging Shareholders acknowledge the following notation (or a similar notation) may be placed non-Selling Company Shareholders’ respective total ownership interests in the Parent’s register of members: “THE RECIPROCAL ORDINARY SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM PURSUANT TO APPLICABLE LAW. ANY OFFER, SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THIS SECURITY IN A TRANSACTION THAT IS NOT REGISTERED UNDER THE SECURITIES ACT IS SUBJECT TO THE COMPANY’S RIGHT TO REQUIRE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO THE COMPANY.” If such notation has been placed in the Parent’s register of members, the Parent shall, at the request of an Exchanging Shareholder, remove or caused to be removed from such register the notation described in this Section 6.1(a), if it is reasonably satisfied (based upon opinion of counsel addressed to Parent reasonably satisfactory to Parent and the Company, or calculated on an “as converted” basis and such sale shall be made at the time, price, and upon the terms specified in the case of an Exchanging Shareholder proposing Offer Notice. If the non-Selling Company Shareholders do not elect to transfer such securities, pursuant to Rule 144(b)(1) purchase all of the Securities ActOffered Shares, then the Selling Shareholder may sell the Offered Shares to the Offeror on terms no less favorable to the Selling Shareholder than those offered to the non-Selling Company Shareholders. If a customary certificate addressed non-Selling Company Shareholder makes an election to Parent confirming compliance purchase any Offered Shares within the required period, but fails to consummate the purchase within one (1) week of the date of sale, as set forth in the Offer Notice, then the unsold Offered Shares shall be re-offered to the other non-Selling Company Shareholders in accordance with such exemptions, reasonably satisfactory this Section 1.3.a. If a sale to Parent be made by the Selling Shareholder has not been abandoned and the CompanyOffered Shares are not sold to the Offeror by the Selling Shareholder within six (6) that such notation is no longer required under applicable requirements months of the Securities Actdate of the Offer Notice, the Selling Shareholder must re-offer the Offered Shares to the non-Selling Company Shareholders in accordance with this Section 1.3.a.

Ordinary Shares. Each UNDERWRITING AGREEMENT ------------------- Philadelphia, Pennsylvania ________ __, 2003 JANNEY MONTGOMERY SCOTT LLC WELLS FARGO SECURITIES, LLC As Reprexxxxxxxxxx xx xxx Xxxxxxx Xxxerwrixxxx Named in Schedule I hereto c/o Janney Montgomery Scott LLC 1801 Market Street Philadelphia, PA 19103 Ladiex xxx Xxxxxxxxx: Xxxxxxxxxxxx Xxxxx Xx. Xxx., a Cayman Islands corporation ("CWCO"), proposes, subject to the terms and conditions stated herein, to sell to the several Underwriters named in Schedule I hereto (the "Underwriters"), for whom Janney Montgomery Scott LLC and Wells Fargo Securities, LLC are servinx xx Xexxxxxxxxxxxxx (xhe "Reprexxxxxtives"), an aggregate of the Parent, the Company and the Exchanging Shareholders acknowledge and agree that all Reciprocal Ordinary Shares issued pursuant to this Agreement shall be issued and registered in the Parents register of members. In connection with the issuance of Reciprocal 1,200,000 Ordinary Shares, par value CI$1.00 per share (the Parent"Ordinary Shares") of CWCO, and the person named in Schedule II hereto (the "Selling Shareholder") proposes, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of 567,662 Ordinary Shares. The Ordinary Shares to be sold to the Underwriters by CWCO and the Selling Shareholder are referred to herein as the "Firm Shares." The respective amounts of the Firm Shares to be purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Firm Shares shall be offered to the public at a public offering price of $__ per Firm Share (the "Offering Price"). In order to cover over-allotments in the sale of the Firm Shares, the Company and the Exchanging Shareholders acknowledge the following notation (or a similar notation) may be placed in the Parent’s register of members: “THE RECIPROCAL ORDINARY SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM PURSUANT TO APPLICABLE LAW. ANY OFFER, SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THIS SECURITY IN A TRANSACTION THAT IS NOT REGISTERED UNDER THE SECURITIES ACT IS SUBJECT TO THE COMPANY’S RIGHT TO REQUIRE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO THE COMPANY.” If such notation has been placed in the Parent’s register of members, the Parent shallUnderwriters may, at the request Underwriters' election and subject to the terms and conditions stated herein, purchase ratably in proportion to the amounts set forth opposite their respective names in Schedule I hereto, for the Underwriters' own accounts up to 265,150 additional shares of an Exchanging ShareholderOrdinary Shares from CWCO. Such 265,150 additional shares of Ordinary Shares are referred to herein as the "Optional Shares." If any Optional Shares are purchased, remove or caused the Optional Shares shall be purchased for offering to the public at the Offering Price and in accordance with the terms and conditions set forth herein. The Firm Shares and the Optional Shares are referred to collectively herein as the "Shares." CWCO, the Selling Shareholder and the Underwriters, intending to be removed from such register the notation described in this Section 6.1(a)legally bound, if it is reasonably satisfied (based upon opinion of counsel addressed to Parent reasonably satisfactory to Parent and the Company, or in the case of an Exchanging Shareholder proposing to transfer such securities, pursuant to Rule 144(b)(1) of the Securities Act, a customary certificate addressed to Parent confirming compliance with such exemptions, reasonably satisfactory to Parent and the Company) that such notation is no longer required under applicable requirements of the Securities Act.hereby confirm their agreement as follows: