Common use of Purchase of the Offered Securities Clause in Contracts

Purchase of the Offered Securities. (a) The Selling Shareholder agrees to sell the Underwritten Securities to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share of US$ (the “Purchase Price”) from the Selling Shareholder the number of Underwritten Securities (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the number of Underwritten Securities to be sold by the Selling Shareholder by a fraction, the numerator of which is the aggregate number of Underwritten Securities to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Securities to be purchased by all the Underwriters from the Selling Shareholder hereunder. In addition, subject to the conditions set forth herein, the Selling Shareholder agrees to sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters shall have the option to purchase, severally and not jointly, from the Selling Shareholder the Option Securities at the Purchase Price. If any Option Securities are to be purchased, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities which bears the same ratio to the aggregate number of Option Securities being purchased as the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 hereof) bears to the aggregate number of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Offered Securities as the Underwriters in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Securities at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, by written notice from the Underwriters to the Selling Shareholder. Such notice shall set forth the aggregate number of Option Securities as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein and in any case, within a period of thirty calendar days after the day of this Agreement.

Purchase of the Offered Securities. (a) The Each of the Selling Shareholder agrees Stockholders agrees, severally and not jointly, to sell the Underwritten Securities Firm Shares to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each of the Selling Stockholders at a purchase price per share Share of US$ U.S.$ (the “Purchase Price”) from the Selling Shareholder the number of Underwritten Securities (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the number of Underwritten Securities to be sold by the Selling Shareholder by a fraction, the numerator of which is the aggregate number of Underwritten Securities to be purchased by such Underwriter as Firm Shares set forth opposite the such Underwriter’s name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Securities to be purchased by all the Underwriters from the Selling Shareholder hereunderhereto. In addition, Xxxxxxxxx Xxxxx Reca, a Selling Stockholder, as and to the extent indicated in Schedule 2 hereto, and as part of the public offering of the Securities, agrees to sell the Additional Shares to the several Underwriters as provided in this Agreement and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Selling Shareholder agrees to sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters shall have the option to purchasepurchase at their election, severally and not jointly, from the Selling Shareholder the Option Securities Mr. Reca up to Additional Shares at the Purchase PricePrice less an amount per Share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Additional Shares. If any Option Securities Additional Shares are to be purchased, the number of Option Securities Additional Shares to be purchased by each Underwriter shall be the number of Option Securities Additional Shares which bears the same ratio to the aggregate number of Option Securities Additional Shares being purchased as the number of Underwritten Securities Firm Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 hereof) bears to the aggregate number of Underwritten Securities Firm Shares being purchased from the Company Selling Stockholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Offered Securities as the Underwriters Representatives in their sole discretion shall make. Any such election to purchase Additional Shares shall be made in proportion to the maximum number of Additional Shares to be sold as set forth in Schedule 2 hereto. The Underwriters may exercise the option to purchase Option Securities Additional Shares at any time in whole, or from time to time in part, on or before the thirtieth (30th) day following the date of this Agreementthe Prospectus, by written notice from the Underwriters Representatives to the Selling ShareholderMr. Reca. Such notice shall set forth the aggregate number of Option Securities Additional Shares as to which the option is being exercised and the date and time when the Option Securities Additional Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defineddefined below) but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day (as hereinafter defineddefined below) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein therein. The Underwriters may elect to have the Depositary issue and in deliver ADSs representing any or all of the Firm Shares and/or the Additional Shares. In that case, within a period the Underwriters may request in writing to the Selling Stockholders (or, in the case of thirty calendar days after the day Additional Shares, to Mr. Reca) at any time that some or all of this Agreementthe Securities purchased by the Underwriters be delivered by the Selling Stockholders, as applicable, to the account of the Custodian. In such case, upon instruction of the Representatives, the Depositary shall issue and deliver ADSs to the Underwriters, in which case the obligations of the Selling Stockholders to deliver such Securities will only be satisfied upon the issuance by the Depositary and delivery to the Underwriters of the corresponding ADSs.

Purchase of the Offered Securities. (a) The Selling Shareholder Company agrees to sell issue and sell, and each of the Underwritten Selling Shareholders agrees, severally and not jointly, to sell, the Firm Securities to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share ADS of US$ US$[ ] (the “Purchase Price”) from the Company the respective number of Firm Securities set forth opposite such Underwriter’s name in Schedule 1 hereto and from each of the Selling Shareholder Shareholders the number of Underwritten Firm Securities (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Firm Securities to be sold by each of the Selling Shareholder Shareholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Firm Securities to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Firm Securities to be purchased by all the Underwriters from all of the Selling Shareholder Shareholders hereunder. In addition, subject the Company agrees to issue and sell, and each of the Selling Shareholders agrees, severally and not jointly, as and to the conditions set forth hereinextent indicated in Schedule 2 hereto, the Selling Shareholder agrees to sell sell, the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each of the Company and each Selling Shareholder the Option Securities at the Purchase PricePrice less 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 Option Securities. If any Option Securities are to be purchased, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities which bears the same ratio to the aggregate number of Option Securities being purchased as the number of Underwritten Firm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 hereof) bears to the aggregate number of Underwritten Firm Securities being purchased from the Company and the Selling Shareholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Offered Securities shares as the Underwriters Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Securities at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Underwriters Representatives to the Selling ShareholderCompany and the Attorney-in-Fact (as defined below). Such notice shall set forth the aggregate number of Option Securities as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein and in any case, within a period of thirty calendar days after the day of this Agreementtherein.

Purchase of the Offered Securities. (a) The Selling Shareholder Company agrees to issue and sell the Underwritten Firm Securities to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share ADS of US$ US$[______ ] (the “Purchase Price”) from the Selling Shareholder Company the respective number of Underwritten Firm Securities (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the number of Underwritten Securities to be sold by the Selling Shareholder by a fraction, the numerator of which is the aggregate number of Underwritten Securities to be purchased by such Underwriter as set forth opposite the such Underwriter’s name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Securities to be purchased by all the Underwriters from the Selling Shareholder hereunderhereto. In addition, subject to the conditions set forth herein, the Selling Shareholder Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder Company the Option Securities at the Purchase PricePrice less 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 Option Securities. If any Option Securities are to be purchased, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities which bears the same ratio to the aggregate number of Option Securities being purchased as the number of Underwritten Firm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of Underwritten Firm Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Offered Securities shares as the Underwriters Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Securities at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Underwriters Representatives to the Selling ShareholderCompany. Such notice shall set forth the aggregate number of Option Securities as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein and in any case, within a period of thirty calendar days after the day of this Agreementtherein.

Purchase of the Offered Securities. (a) The Selling Shareholder Subject to the conditions set forth herein, the Company agrees to issue and sell the Underwritten Securities to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, Underwriter agrees, severally and not jointly, to purchase at a price per share of US$ (the “Purchase Price”) from the Selling Shareholder the number of Underwritten Securities (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the number of Underwritten Securities to be sold by the Selling Shareholder by a fraction, the numerator of which is the aggregate number of Underwritten Securities to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Securities to be purchased by all the Underwriters from the Selling Shareholder hereunder. In addition, subject to the conditions set forth herein, severally and not jointly, to purchase from the Selling Shareholder Company the respective number of Underwritten Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per ADS (the “Purchase Price”) of US$[·]. In addition, Subject to the conditions set forth herein, the Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters shall have the option to purchase, severally and not jointly, from the Selling Shareholder Company the Option Securities at the Purchase Price. If any Option Securities are to be purchased, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities which bears the same ratio to the aggregate number of Option Securities being purchased as the number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Offered Securities as the Underwriters in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Securities at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, by written notice from the Underwriters to the Selling ShareholderCompany. Such notice shall set forth the aggregate number of Option Securities as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein and in any case, within a period of thirty calendar days after the day of this Agreement.

Purchase of the Offered Securities. (a) The Selling Shareholder Company agrees to issue and sell the Underwritten Firm Securities to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share ADS of US$ US$[______ ] (the “Purchase Price”) from the Selling Shareholder Company the respective number of Underwritten Firm Securities (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the number of Underwritten Securities to be sold by the Selling Shareholder by a fraction, the numerator of which is the aggregate number of Underwritten Securities to be purchased by such Underwriter as set forth opposite the such Underwriter’s name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Securities to be purchased by all the Underwriters from the Selling Shareholder hereunderhereto. In addition, subject to the conditions set forth herein, the Selling Shareholder Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder Company the Option Securities at the Purchase PricePrice less 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 Option Securities. If any Option Securities are to be purchased, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities which bears the same ratio to the aggregate number of Option Securities being purchased as the number of Underwritten Firm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of Underwritten Firm Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Offered Securities shares as the Underwriters Representative in their its sole discretion shall make. The Underwriters may exercise the option to purchase Option Securities at any time in whole, or from time to time in part, on or before the thirtieth 45th day following the date of this Agreementthe Prospectus, by written notice from the Underwriters Representative to the Selling ShareholderCompany. Such notice shall set forth the aggregate number of Option Securities as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein and in any case, within a period of thirty calendar days after the day of this Agreementtherein.

Purchase of the Offered Securities. (a) The Selling Shareholder Company agrees to issue and sell the Underwritten Firm Securities to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share ADS of US$ US$[●] (the “Purchase Price”) from the Selling Shareholder Company the respective number of Underwritten Firm Securities (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the number of Underwritten Securities to be sold by the Selling Shareholder by a fraction, the numerator of which is the aggregate number of Underwritten Securities to be purchased by such Underwriter as set forth opposite the such Underwriter’s name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Securities to be purchased by all the Underwriters from the Selling Shareholder hereunderhereto. In addition, subject to the conditions set forth herein, the Selling Shareholder Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder Company the Option Securities at the Purchase PricePrice less 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 Option Securities . If any Option Securities are to be purchased, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities which bears the same ratio to the aggregate number of Option Securities being purchased as the number of Underwritten Firm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of Underwritten Firm Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Offered Securities shares as the Underwriters Representative in their its sole discretion shall make. The Underwriters may exercise the option to purchase the Option Securities at any time in whole, or from time to time in part, on or before the thirtieth forty-fifth (45th) day following the date of this Agreementthe Prospectus, by written notice from the Underwriters Representative to the Selling ShareholderCompany. Such notice shall set forth the aggregate number of Option Securities as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Any such notice shall be given at least two (2) business days prior to the date and time of delivery specified therein and in any case, within a period of thirty calendar days after the day of this Agreementtherein.

Purchase of the Offered Securities. (a) The Selling Shareholder Company agrees to issue and sell the Underwritten Firm Securities to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share ADS of US$ US$[●] (the “Purchase Price”) from the Selling Shareholder Company the respective number of Underwritten Firm Securities (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the number of Underwritten Securities to be sold by the Selling Shareholder by a fraction, the numerator of which is the aggregate number of Underwritten Securities to be purchased by such Underwriter as set forth opposite the such Underwriter’s name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Securities to be purchased by all the Underwriters from the Selling Shareholder hereunderhereto. In addition, subject to the conditions set forth herein, the Selling Shareholder Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Selling Shareholder Company the Option Securities at the Purchase PricePrice less 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 Option Securities. If any Option Securities are to be purchased, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities which bears the same ratio to the aggregate number of Option Securities being purchased as the number of Underwritten Firm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 10 hereof) bears to the aggregate number of Underwritten Firm Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Offered Securities shares as the Underwriters Representative in their its sole discretion shall make. The Underwriters may exercise the option to purchase the Option Securities at any time in whole, or from time to time in part, on or before the thirtieth forty-fifth (45th) day following the date of this Agreementthe Prospectus, by written notice from the Underwriters Representative to the Selling ShareholderCompany. Such notice shall set forth the aggregate number of Option Securities as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Any such notice shall be given at least two (2) business days prior to the date and time of delivery specified therein and in any case, within a period of thirty calendar days after the day of this Agreementtherein.