Common use of Sale and Delivery to the Underwriter Clause in Contracts

Sale and Delivery to the Underwriter. Closing. (a) On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Company agrees to sell the Initial Shares to the Underwriter, and the Underwriter agrees to purchase the Initial Shares from the Company at the purchase price of U.S.$1.2878 per share (the "Purchase Price"). (b) 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 Underwriter to purchase up to an additional 3,000,000 Option Shares at the Purchase Price. The option hereby granted will expire 30 days after the date hereof, and may be exercised, in whole or from time to time in part, only for the purpose of covering over-allotments that may be made in connection with the offering and distribution of the Initial Shares upon notice by the Underwriter to the Company setting forth the number of Option Shares as to which the Underwriter is exercising the option, and the time and date of payment and delivery thereof. Such time and date of delivery (the "Date of Delivery") shall be determined by the Underwriter but shall not be later than seven full business days after the exercise of such option, nor in any event prior to the Closing Time. (c) Payment of the purchase price for, and delivery of, the Initial Shares shall be made at the offices of Shearman & Sterling LLP, 1080 Marsh Road, Menlo Park, California 94025-1022, or at such othxx xxxxx xx shall be agreed upon by the Company and the Underwriter, at 7:00 A.M., California Time, on the third full business day after the date hereof, or at such other time not more than ten full business days thereafter as the Company and the Underwriter shall determine (such date and time of payment and delivery being herein called the "Closing Time"). In addition, in the event that any or all of the Option Shares are purchased by the Underwriter, payment of the purchase price for, and delivery of, such Option Shares shall be made at the offices of Shearman & Sterling LLP set forth above, or at such other place as the Company and the Underwriter shall determine, on each Date of Delivery as specified in the notice from the Underwriter to the Company. Payment shall be made to the Company in Federal or other funds immediately available in New York City against delivery to the Underwriter of the Initial Shares or the Option Shares, as the case may be.

Sale and Delivery to the Underwriter. Closing.. --------------------------------------------- (a) On the basis of the representations and warranties herein contained, contained and subject to the terms and conditions herein set forth, the Company agrees to sell the Initial Shares to the Underwriter, and the Underwriter agrees to purchase the Initial Shares from the Company Company, the number of Initial Units set forth at the purchase price of U.S.$1.2878 per share (and terms set forth herein and in the "Purchase Price"). (b) Price Agreement. In addition, on the basis of the representations and warranties herein contained, contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriter to purchase up to an additional 3,000,000 all or a portion of the Option Shares at Units in accordance with the Purchase Priceterms set forth herein and in the Price Agreement. The option hereby granted will expire 30 days at 5:00 p.m. on the 30th day after the date hereof, the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, in whole or from time to time in part, only solely for the purpose of covering over-allotments that which may be made in connection with the offering and distribution of the Initial Shares Units upon notice by the Underwriter to the Company setting forth the number of Option Shares Units as to which the Underwriter is exercising the option, option and the time time, date and date place of payment and delivery thereoffor the Option Units. Such time and date of delivery (the "Date of DeliveryOption Closing Date") shall be determined by the Underwriter but shall not be later than seven five full business days after the exercise of such said option, nor in any event prior to the Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been given. (cb) Payment of the purchase price for, and delivery ofof certificates for, the Common Stock and the Warrants issuable in connection with the Initial Shares Units shall be made at the offices of Shearman & Sterling LLP, 1080 Marsh Road, Menlo Park, California 94025-1022, or at such othxx xxxxx xx place as shall be agreed upon by the Company and the Underwriter, at 7:00 A.M., California Time, 9:30 a. m. on the third full business day after the effective date hereofof the Registration Statement, or at such other time not earlier than three nor more than ten full business days thereafter as the Company Underwriter and the Underwriter Company shall determine (such date and time of payment and delivery being herein called the "Closing Time"). In addition, in the event that any or all of the Option Shares Units are purchased by the Underwriter, payment of the purchase price for, and delivery ofof certificates for, such Option Shares Units shall be made at the offices of Shearman & Sterling LLP set forth above, or at such other place as shall be agreed upon by the Company and the Underwriter shall determineUnderwriter, on each the Option Closing Date of Delivery as specified in the notice from the Underwriter to the Company. Payment for the Initial Units and the Option Units, if any, shall be made to the Company in Federal or other funds by wire transfer of immediately available in New York City funds, against delivery of certificates for the Common Stock and Warrants which comprise the Initial Units and Option Units, as the case may be, to the Underwriter. (c) Certificates for the Common Stock and Warrants which comprise the Initial Units and Option Units, as the case may be, shall be registered in such name or names and in such denominations as the Underwriter may request in writing at least two business days prior to the Closing Time or the Option Closing Time, as the case may be. The Company will make such certificates available for examination by the Underwriter and counsel to the Underwriter of not later than 10:00 a.m. Eastern time on the Initial Shares business day prior to the Closing Time or the Option SharesClosing Time, as the case may be.

Sale and Delivery to the Underwriter. Closing.. --------------------------------------------- (a) On the basis of the representations and warranties herein contained, contained and subject to the terms and conditions herein set forth, the Company Fund agrees to sell the Initial Shares to the Underwriter, and the Underwriter agrees to purchase the Initial Shares from the Company Fund, at the price per share set forth in the Pricing Agreement. (i) If the Fund has elected not to rely upon rule 430A under the Rules and Regulations, the initial public offering price and the purchase price of U.S.$1.2878 per share (the "Purchase Price"). (b) 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 be paid by the Underwriter to purchase up to an additional 3,000,000 Option for the Shares at each has been determined and set forth in the Purchase Price. The option hereby granted will expire 30 days after Pricing Agreement, dated the date hereof, and may an amendment to the Registration Statement and the Prospectus will be exercisedfiled before the Registration Statement becomes effective. (ii) If the Fund has elected to rely upon rule 430A under the Rules and Regulations, in whole or from time the purchase price pet share to time in part, only for the purpose of covering over-allotments that may be made in connection with the offering and distribution of the Initial Shares upon notice paid by the Underwriter for the Shares shall be an amount equal to the Company setting forth the number of Option Shares as initial public offering price, less an amount per share to which the Underwriter is exercising the option, and the time and date of payment and delivery thereof. Such time and date of delivery (the "Date of Delivery") shall be determined by agreement between the Underwriter but and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not be later than seven full been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business days after on the exercise fourth business day following the date of such optionthis Agreement, nor this Agreement shall terminate forthwith, without liability of any party to any other party, except as provided in any event prior Section 5, unless otherwise agreed to by the Closing TimeFund, the Adviser and the Underwriter. (cb) Payment of the purchase price for, and delivery of' certificates for, the Initial Shares shall be made at the offices office of Shearman Brown & Sterling LLPWood, 1080 Marsh RoadOne World Trade Center, Menlo ParkNew York, California 94025New York 10048-10220557, or at such othxx xxxxx xx other place as shall be agreed upon by the Company Underwriter and the UnderwriterFund, at 7:00 A.M., California Time, 10:00 A.M. on the third full fifth business day following the date the Registration Statement becomes effective (or, if the Fund has elected to rely upon rule 430A under the Rules and Regulations, the fifth business day after execution of the date hereofPricing Agreement), or at such other time not more later than ten full business days thereafter after such date as shall be agreed upon by the Company Underwriter and the Underwriter shall determine Fund (such time and date and time of payment and delivery being herein called the "Closing Time"). In addition, in the event that any or all of the Option Shares are purchased by the Underwriter, payment of the purchase price for, and delivery of, such Option Shares shall be made at the offices of Shearman & Sterling LLP set forth above, or at such other place as the Company and the Underwriter shall determine, on each Date of Delivery as specified in the notice from the Underwriter to the Company. Payment shall be made to the Company in Fund by Federal fund check or other checks or similar same-day funds immediately available in New York City and payable to the order of the Fund, against delivery to the Underwriter of the Initial certificate for the Shares or to be purchased by it. The Shares shall be represented by a certificate registered in the Option Sharesname of Cede & Co., as nominee for The Depository Trust Company. The certificate for the case may beShares will be made available for examination by the Underwriter not later than 10:00 A.M. on the last business day prior to Closing Time.

Sale and Delivery to the Underwriter. Closing.. --------------------------------------------- (a) On the basis of the representations and warranties herein contained, contained and subject to the terms and conditions herein set forth, the Company Fund agrees to sell the Initial Shares to the Underwriter, and the Underwriter agrees to purchase the Initial Shares from the Company Fund, at the price per share set forth in the Pricing Agreement. (i) If the Fund has elected not to rely upon rule 430A under the Rules and Regulations, the initial public offering price and the purchase price of U.S.$1.2878 per share (the "Purchase Price"). (b) 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 be paid by the Underwriter to purchase up to an additional 3,000,000 Option for the Shares at each has been determined and set forth in the Purchase Price. The option hereby granted will expire 30 days after Pricing Agreement, dated the date hereof, and may an amendment to the Registration Statement and the Prospectus will be exercisedfiled before the Registration Statement becomes effective. (ii) If the Fund has elected to rely upon rule 430A under the Rules and Regulations, in whole or from time the purchase price per share to time in part, only for the purpose of covering over-allotments that may be made in connection with the offering and distribution of the Initial Shares upon notice paid by the Underwriter for the Shares shall be an amount equal to the Company setting forth the number of Option Shares as initial public offering price, less an amount per share to which the Underwriter is exercising the option, and the time and date of payment and delivery thereof. Such time and date of delivery (the "Date of Delivery") shall be determined by agreement between the Underwriter but and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not be later than seven full been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business days after on the exercise fourth business day following the date of such optionthis Agreement, nor this Agreement shall terminate forthwith, without liability of any party to any other party, except as provided in any event prior Section 5, unless otherwise agreed to by the Closing TimeFund, the Adviser and the Underwriter. (cb) Payment of the purchase price for, and delivery ofof certificates for, the Initial Shares shall be made at the offices office of Shearman Brown & Sterling LLPWood, 1080 Marsh RoadOne World Trade Center, Menlo ParkNew York, California 94025New York 10048-1022-0557, or at such othxx xxxxx xx other place as shall be agreed upon by the Company Underwriter and the UnderwriterFund, at 7:00 A.M., California Time, 10:00 A.M. on the third full fifth business day following the date the Registration Statement becomes effective (or, if the Fund has elected to rely upon rule 430A under the Rules and Regulations, the fifth business day after execution of the date hereofPricing Agreement), or at such other time not more later than ten full business days thereafter after such date as shall be agreed upon by the Company Underwriter and the Underwriter shall determine Fund (such time and date and time of payment and delivery being herein called the "Closing Time"). In addition, in the event that any or all of the Option Shares are purchased by the Underwriter, payment of the purchase price for, and delivery of, such Option Shares shall be made at the offices of Shearman & Sterling LLP set forth above, or at such other place as the Company and the Underwriter shall determine, on each Date of Delivery as specified in the notice from the Underwriter to the Company. Payment shall be made to the Company in Fund by Federal funds check or other checks or similar same-day funds immediately available in New York City and payable to the order of the Fund, against delivery to the Underwriter of the Initial certificates for the Shares or to be purchased by it. The Series A Shares and Series B Shares shall each be represented by a certificate registered in the Option Sharesname of Cede & Co., as nominee for The Depository Trust Company. The certificates for the case may beShares will be made available for examination by the Underwriter not later than 10:00 A.M. on the last business day prior to Closing Time.

Sale and Delivery to the Underwriter. Closing.closing. --------------------------------------------- (a) On the basis of the representations and warranties herein contained, contained and subject to the terms and conditions herein set forth, the Company Fund agrees to sell the Initial Shares to the Underwriter, Underwriter and the Underwriter agrees to purchase the Initial Shares from the Company Fund, at the price per share set forth in the Pricing Agreement. (i) If the Fund has elected not to rely upon rule 430A under the Rules and Regulations, the initial public offering price and the purchase price of U.S.$1.2878 per share (the "Purchase Price"). (b) 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 be paid by the Underwriter to purchase up to an additional 3,000,000 Option for the Shares at each has been determined and set forth in the Purchase Price. The option hereby granted will expire 30 days after Pricing Agreement, dated the date hereof, and may an amendment to the Registration Statement and the Prospectus will be exercisedfiled before the Registration Statement becomes effective. (ii) If the Fund has elected to rely upon rule 430A under the Rules and Regulations, in whole or from time the purchase price per share to time in part, only for the purpose of covering over-allotments that may be made in connection with the offering and distribution of the Initial Shares upon notice paid by the Underwriter for the Shares shall be an amount equal to the Company setting forth the number of Option Shares as initial public offering price, less an amount per share to which the Underwriter is exercising the option, and the time and date of payment and delivery thereof. Such time and date of delivery (the "Date of Delivery") shall be determined by agreement between the Underwriter but and the Fund. The initial public offering price per share shall be a fixed price to be determined by agreement between the Underwriter and the Fund. The initial public offering price and the purchase price, when so determined, shall be set forth in the Pricing Agreement. In the event that such prices have not be later than seven full been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business days after on the exercise fourth business day following the date of such optionthis Agreement, nor this Agreement shall terminate forthwith, without liability of any party to any other party, except as provided in any event prior Section 5, unless otherwise agreed to by the Closing TimeFund, the Adviser and the Underwriter. (cb) Payment of the purchase price for, and delivery ofof certificates for, the Initial Shares shall be made at the offices office of Shearman Brown & Sterling LLPWood, 1080 Marsh RoadOne World Trade Center, Menlo ParkNew York, California 94025New York 10048-10220557, or at such othxx xxxxx xx other place as shall be agreed upon by the Company Underwriter and the UnderwriterFund, at 7:00 A.M., California Time, 10:00 A.M. on the third full fifth business day following the date the Registration Statement becomes effective (or, if the Fund has elected to rely upon rule 430A under the Rules and Regulations, the fifth business day after execution of the date hereofPricing Agreement), or at such other time not more later than ten full business days thereafter after such date as shall be agreed upon by the Company Underwriter and the Underwriter shall determine Fund (such time and date and time of payment and delivery being herein called the "Closing Time"). In addition, in the event that any or all of the Option Shares are purchased by the Underwriter, payment of the purchase price for, and delivery of, such Option Shares shall be made at the offices of Shearman & Sterling LLP set forth above, or at such other place as the Company and the Underwriter shall determine, on each Date of Delivery as specified in the notice from the Underwriter to the Company. Payment shall be made to the Company in Fund by Federal fund check or other checks or similar same- day funds immediately available in New York City and payable to the order of the Fund, against delivery to the Underwriter of the Initial certificates for the Shares or to be purchased by it. The Series A Shares and the Option SharesSeries B Shares shall each be represented by a certificate registered in the name of Cede & Co., as nominee for The Depository Trust Company. The certificates for the case may beShares will be made available for examination by the Underwriter not later than 10:00 A.M. on the last business day prior to Closing Time.

Sale and Delivery to the Underwriter. Closing.. --------------------------------------------- (a) On the basis of the representations and warranties herein contained, contained and subject to the terms and conditions herein set forth, the Company agrees to sell the Initial Shares to the Underwriter, Underwriter and the Underwriter agrees to purchase from the Company, at $29.8279 per share, the Initial Shares from the Company at the purchase price of U.S.$1.2878 per share (the "Purchase Price")Securities. (b) In addition, on the basis of the representations and warranties herein contained, contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriter to purchase up to an additional 3,000,000 Option Shares 130,000 shares of Common Stock at the Purchase Priceprice per share set forth in paragraph (a) above. The option hereby granted will expire 30 days after the date hereofRepresentation Date, and may be exercised, exercised in whole or in part from time to time in part, only for the purpose of covering over-allotments that which may be made in connection with the offering and distribution of the Initial Shares Securities upon notice by the Underwriter to the Company setting forth the number of Option Shares Securities as to which the Underwriter is then exercising the option, option and the time time, date and date place of payment and delivery thereoffor such Option Securities. Such Any such time and date of delivery (the a "Date of Delivery") shall be determined by the Underwriter Underwriter, but shall not be later than seven full business days after the exercise of such said option, nor in any event prior to the Closing Time, as hereinafter defined, unless otherwise agreed upon by the Underwriter and the Company. (c) Payment of the purchase price for, and delivery ofof certificates for, the Initial Shares Securities shall be made at the offices office of Shearman Xxxxxx & Sterling LLPXxxxxxx, 1080 Marsh Road000 Xxxx Xxxxx Xxxxxx, Menlo ParkXxxxx 0000, California 94025Xxx Xxxxxxx, Xxxxxxxxxx 00000-10220000, or at such othxx xxxxx xx other place as shall be agreed upon by the Company Underwriter and the UnderwriterCompany, at 7:00 A.M., California TimeLos Angeles time, on the third full business day after the date hereofMay 3, 1999, or at such other time not more later than ten full business days thereafter after such date as shall be agreed upon by the Underwriter and the Company and the Underwriter shall determine (such time and date and time of payment and delivery being herein called the "Closing Time"). In addition, in the event that any or all of the Option Shares Securities are purchased by the Underwriter, payment of the purchase price for, for and delivery of, of certificates for such Option Shares Securities shall be made at the offices above-mentioned office of Shearman Xxxxxx & Sterling LLP set forth aboveXxxxxxx, or at such other place as shall be mutually agreed upon by the Company Underwriter and the Underwriter shall determineCompany, on each Date of Delivery as specified in the notice from the Underwriter to the Company. Payment shall be made to the Company in Federal or other funds by wire transfer of immediately available in New York City funds to a bank account designated by the Company against delivery to the Underwriter of certificates for the Securities to be purchased by the Underwriter. Certificates for the Initial Shares Securities and the Option Securities shall be in such denominations and registered in such names as the Underwriter may request in writing at least one business day before Closing Time or the Option Sharesrelevant Date of Delivery, as the case may be. The certificates for the Initial Securities and the Option Securities, if any, will be made available for examination and packaging by the Underwriter not later than 10:00 A.M. on the last business day prior to Closing Time or the relevant Date of Delivery, as the case may be in New York, New York.

Sale and Delivery to the Underwriter. Closing.. --------------------------------------------- (a) On the basis of the representations and warranties herein contained, contained and subject to the terms and conditions herein set forth, the Company Trust agrees to sell the Initial Shares to the Underwriter, and the Underwriter agrees to purchase the Initial Shares from the Company Trust, 1,000,000 Initial Securities at the purchase price of U.S.$1.2878 per share (and terms set forth herein and in the "Purchase Price"). (b) Price Determination Agreement. In addition, on the basis of the representations and warranties herein contained, contained and subject to the terms and conditions herein set forth, the Company Trust hereby grants an option to the Underwriter to purchase up to an additional 3,000,000 Option Shares at 150,000 Preferred Securities in accordance with the Purchase Priceterms set forth herein and in the Price Determination Agreement. The option hereby granted will expire 30 days at 5:00 p.m. New York City time on the 30th day after the date hereof, the Registration Statement is declared effective by the Commission (or at 5:00 p.m. New York City time on the next business day following the 30th day if such 30th day is not a business day) and may be exercised, in whole or from time to time in parton one occasion only, only solely for the purpose of covering over-allotments that which may be made in connection with the offering and distribution of the Initial Shares Securities upon notice by the Underwriter to the Company setting forth the number of Option Shares Securities as to which the Underwriter is exercising the option, option and the time time, date and date place of payment and delivery thereoffor the Option Securities. Such time and date of delivery (the "Date of DeliveryOption Closing Date") shall be determined by the Underwriter but shall not be later than seven five full business days after the exercise of such said option, nor in any event prior to the Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been given. (cb) Payment of the purchase price for, and delivery ofof certificates for, the Initial Shares Securities shall be made at the offices of Shearman Silver, Xxxxxxxx & Sterling LLPXxxx, 1080 Marsh Road, Menlo Park, California 94025-1022L.L.P., or at such othxx xxxxx xx other place as shall be agreed upon by the Company and the Underwriter, at 7:00 A.M., California Time, on the third full business day after the date hereof, or at such other time not more than ten full business days thereafter as the Company and the Underwriter shall determine (such date and time of payment and delivery being herein called the "Closing Time"). In addition, in the event that any or all of the Option Shares are purchased by the Underwriter, payment of the purchase price for, and delivery of, such Option Shares shall be made at the offices of Shearman & Sterling LLP set forth above, or at such other place as the Company and the Underwriter shall determine, on each Date of Delivery as specified in the notice from the Underwriter to the Company. Payment shall be made to the Company in Federal or other funds immediately available in New York City against delivery to the Underwriter of the Initial Shares or the Option Shares, as the case may be.8:00 a.

Sale and Delivery to the Underwriter. Closing.. ---------------------------------------------- (a) On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Company Trust agrees to sell the Initial Shares to the Underwriter, and the Underwriter agrees to purchase the Initial Shares from the Company Trust 1,000,000 Initial Securities at the purchase price of U.S.$1.2878 per share (and terms set forth herein and in the "Purchase Price"). (b) Price Determination Agreement. In addition, on the basis of the representations and warranties herein contained, contained and subject to the terms and conditions herein set forth, the Company Trust hereby grants an option to the Underwriter to purchase up to an additional 3,000,000 150,000 Option Shares at Securities in accordance with the Purchase Priceterms set forth herein and in the Price Determination Agreement. The option hereby granted will expire 30 days at 5:00 p.m. on the 30th day after the date hereof, the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day if such 30th day is not a business day) and may be exercised, in whole or from time to time in parton one occasion only, only solely for the purpose of covering over-allotments that which may be made in connection with the offering and distribution of the Initial Shares Securities upon notice by the Underwriter to the Company setting forth the number of Option Shares Securities as to which the Underwriter is exercising the option, option and the time time, date and date place of payment and delivery thereoffor the Option Securities. Such time and date of delivery (the "Date of DeliveryOption Closing Date") shall be determined by the Underwriter but shall not be later than seven five full business days after the date on which the notice of the exercise of such optionthe option shall have been given, nor in any event prior to the Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been given. (cb) Payment of the purchase price for, and delivery ofof certificates for, the Initial Shares Securities shall be made at the offices of Shearman Pitney, Xxxxxx, Xxxx & Sterling LLP, 1080 Marsh Road, Menlo Park, California 94025-1022Xxxxx, or at such othxx xxxxx xx other place as shall be agreed upon by the Company and the Underwriter, at 7:00 A.M., California Time, 9:30 a. m. on the third full business day after the effective date hereofof the Registration Statement, or at such other time not more than ten seven full business days thereafter as you and the Company and the Underwriter shall determine (such date and time of payment and delivery being herein called the "Closing Time"). In addition, in the event that any or all of the Option Shares Securities are purchased by the Underwriter, payment of the purchase price for, and delivery ofof certificates for, such Option Shares Securities shall be made at the offices above-mentioned office of Shearman Pitney, Xxxxxx, Xxxx & Sterling LLP set forth aboveXxxxx, or at such other place as shall be agreed upon by the Company and the Underwriter shall determineUnderwriter, on each the Option Closing Date of Delivery as specified in the notice from the Underwriter to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, against delivery to the Underwriter for the account of the Underwriter of Preferred Securities to be purchased by it. (c) The Initial Securities shall be issued in Federal the form of one or other funds immediately more fully registered global securities (the "Global Securities") in book-entry form in such denominations and registered in the name of the nominee of The Depository Trust Company (the "DTC") or in such names as the Underwriter may request in writing at least two business days before the Closing Date or the Option Closing Date, as the case may be. The Global Securities representing the Initial Securities or the Option Securities to be purchased will be made available in New York City against delivery for examination by the Underwriter and counsel to the Underwriter of not later than 10:00 A.M. on the Initial Shares business day prior to the Closing Time or the Option SharesClosing Date, as the case may be.

Sale and Delivery to the Underwriter. Closing.. --------------------------------------------- (a) On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Company Trust agrees to sell the Initial Shares to the Underwriter, and the Underwriter agrees to purchase the Initial Shares from the Company Trust 1,200,000 Initial Securities at the purchase price of U.S.$1.2878 per share (and terms set forth herein and in the "Purchase Price"). (b) Price Determination Agreement. In addition, on the basis of the representations and warranties herein contained, contained and subject to the terms and conditions herein set forth, the Company Trust hereby grants an option to the Underwriter to purchase up to an additional 3,000,000 180,000 Option Shares at Securities in accordance with the Purchase Priceterms set forth herein and in the Price Determination Agreement. The option hereby granted will expire 30 days at 5:00 p.m. on the 30th day after the date hereof, the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day if such 30th day is not a business day) and may be exercised, in whole or from time to time in parton one occasion only, only solely for the purpose of covering over-allotments that which may be made in connection with the offering and distribution of the Initial Shares Securities upon notice by the Underwriter you to the Company setting forth the number of Option Shares Securities as to which the Underwriter is exercising the option, option and the time time, date and date place of payment and delivery thereoffor the Option Securities. Such time and date of delivery (the "Date of DeliveryOption Closing Date") shall be determined by the Underwriter but shall not be later than seven five full business days after the date on which the notice of the exercise of such optionthe option shall have been given, nor in any event prior to the Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been given. (cb) Payment of the purchase price for, and delivery ofof certificates for, the Initial Shares Securities shall be made at the offices of Shearman Xxxxxxx Xxxxxxxx & Sterling LLP, 1080 Marsh Road, Menlo Park, California 94025-1022Xxxx, or at such othxx xxxxx xx other place as shall be agreed upon by the Company and the Underwriter, at 7:00 A.M., California Time, 9:30 a. m. on the third full business day after the effective date hereofof the Registration Statement, or at such other time not more than ten seven full business days thereafter as you and the Company and the Underwriter shall determine (such date and time of payment and delivery being herein called the "Closing Time"). In addition, in the event that any or all of the Option Shares Securities are purchased by the Underwriter, payment of the purchase price for, and delivery ofof certificates for, such Option Shares Securities shall be made at the offices above-mentioned office of Shearman Xxxxxxx Xxxxxxxx & Sterling LLP set forth aboveWood, or at such other place as shall be agreed upon by the Company and the Underwriter shall determineUnderwriter, on each the Option Closing Date of Delivery as specified in the notice from the Underwriter to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company by wire transfer of immediately available funds, against delivery to the Underwriter for the account of the Underwriter of Preferred Securities to be purchased by it. (c) The Initial Securities shall be issued in Federal the form of one or other funds immediately more fully registered global securities (the "Global Securities") in book-entry form in such denominations and registered in the name of the nominee of The Depository Trust Company (the "DTC") or in such names as the Underwriter may request in writing at least two business days before the Closing Date or the Option Closing Date, as the case may be. The Global Securities representing the Initial Securities or the Option Securities to be purchased will be made available in New York City against delivery for examination by the Underwriter and counsel to the Underwriter of not later than 10:00 A.M. on the Initial Shares business day prior to the Closing Time or the Option SharesClosing Date, as the case may be.

Sale and Delivery to the Underwriter. Closing.. --------------------------------------------- (a) On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Company Trust agrees to sell the Initial Shares to the Underwriter, and the Underwriter agrees to purchase the Initial Shares from the Company Trust, 2,500,000 Initial Securities at the purchase price of U.S.$1.2878 per share (and terms set forth herein and in the "Purchase Price"). (b) Price Determination Agreement. In addition, on the basis of the representations and warranties herein contained, contained and subject to the terms and conditions herein set forth, the Company Trust hereby grants an option to the Underwriter to purchase up to an additional 3,000,000 Option Shares at 375,000 Preferred Securities in accordance with the Purchase Priceterms set forth herein and in the Price Determination Agreement. The option hereby granted will expire 30 days at 5:00 p.m. on the 30th day after the date hereof, the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day if such 30th day is not a business day) and may be exercised, in whole or from time to time in parton one occasion only, only solely for the purpose of covering over-allotments that which may be made in connection with the offering and distribution of the Initial Shares Securities upon notice by the Underwriter you to the Company setting forth the number of Option Shares Securities as to which the Underwriter is exercising the option, option and the time time, date and date place of payment and delivery thereoffor the Option Securities. Such time and date of delivery (the "Date of DeliveryOption Closing Date") shall be determined by the Underwriter but shall not be later than seven five full business days after the exercise of such said option, nor in any event prior to the Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been given. (cb) Payment of the purchase price for, and delivery ofof certificates for, the Initial Shares Securities shall be made at the offices of Shearman Xxxx Xxxxxx Xxxxxx Xxxxxxxx & Sterling LLPXxxxxx ("Xxxx Xxxxxx"), 1080 Marsh Road0000 Xxxxxxxxx Xxxxxx, Menlo ParkX.X., California 94025-1022Xxxxxxxxxx, X.X. 00000, or at such othxx xxxxx xx other place as shall be agreed upon by the Company and the Underwriter, at 7:00 A.M., California Time, 9:30 a. m. on the third full business day after the effective date hereofof the Registration Statement, or at such other time not earlier than three nor more than ten full business days thereafter as you and the Company and the Underwriter shall determine (such date and time of payment and delivery being herein called the "Closing Time"). In addition, in the event that any or all of the Option Shares Securities are purchased by the Underwriter, payment of the purchase price for, and delivery ofof certificates for, such Option Shares Securities shall be made at the offices above-mentioned office of Shearman & Sterling LLP set forth aboveXxxx Xxxxxx, or at such other place as shall be agreed upon by the Company and the Underwriter shall determineUnderwriter, on each the Option Closing Date of Delivery as specified in the notice from the Underwriter to the Company. Payment for the Initial Securities and the Option Securities, if any, shall be made to the Company in Federal or other funds by wire transfer of immediately available in New York City funds, against delivery to the Underwriter for the account of the Underwriter of Preferred Securities to be purchased by it. (c) The Initial Shares Securities shall be issued in the form of one or more fully registered global securities (the "Global Securities") in book-entry form in such denominations and registered in the name of the nominee of The Depository Trust Company (the "DTC") or in such names as the Underwriter may request in writing at least one business day before the Closing Date or the Option SharesClosing Date, as the case may be. The Global Securities representing the Initial Securities or the Option Securities to be purchased will be made available for examination by the Underwriter and counsel to the Underwriter not later than 10:00 A.M. on the business day prior to the Closing Time or the Option Closing Date, as the case may be.

Sale and Delivery to the Underwriter. [s]; Closing. (a) On . The [commitment of the Underwriter] [several commitments of the Underwriters] to purchase Certificates shall be deemed to have been made on the basis of the representations and warranties herein contained, and subject . Subject to the terms and conditions herein set forth, the Company agrees to sell the Initial Shares sell, or to the cause one of its affiliates to sell, to [the] [each] Underwriter, [severally and the Underwriter not jointly,] and [the] [each] Underwriter, [severally and not jointly,] agrees to purchase the Initial Shares from the Company Company, at the a purchase price of U.S.$1.2878 per share equal to [(the "Purchase Price"i). (b) In addition, on the basis ] ___% of the representations original stated amount of the [Class ___] Certificates [[,][and] (ii) ______% of the original stated amount of the [Class ____] Certificates] [[,][and] (iii) _____% of the original stated amount of the [Class ___] Notes] [and warranties herein contained(iv) _____% of the original stated amount of the [Class ___] Notes] the respective original stated amount of [the] [each class of such] Securities set forth on Schedule A hereto opposite the name of such Underwriter[, plus any additional original stated amount of Securities which such Underwriter may be obligated to purchase pursuant to Section 12 hereof]. Delivery of, and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriter to purchase up to an additional 3,000,000 Option Shares at the Purchase Price. The option hereby granted will expire 30 days after the date hereof, and may be exercised, in whole or from time to time in part, only for the purpose of covering over-allotments that may be made in connection with the offering and distribution of the Initial Shares upon notice by the Underwriter to the Company setting forth the number of Option Shares as to which the Underwriter is exercising the option, and the time and date of payment and delivery thereof. Such time and date of delivery (the "Date of Delivery") shall be determined by the Underwriter but shall not be later than seven full business days after the exercise of such option, nor in any event prior to the Closing Time. (c) Payment of the purchase price for, and delivery of, the Initial Shares Securities shall be made at the offices office of Shearman Mayer, Brown, Xxxx & Sterling Maw LLP, 1080 Marsh Road00 X. Xxxxxx Drive, Menlo ParkChicago, California 94025-1022Illinois 60606, or at such othxx xxxxx xx other place as shall be agreed upon by the Company you and the UnderwriterCompany, at 7:00 A.M., California Time, 10:00 A.M. on the third full business day after the date hereof_______, or at such other time not more than ten full business days thereafter as shall be agreed upon by you and the Company and the Underwriter shall determine (such time and date and time of payment and delivery being herein called referred to as the "Closing Time"). In addition, in the event that any or all of the Option Shares are purchased by the Underwriter, payment of the purchase price for, and delivery of, such Option Shares shall be made at the offices of Shearman & Sterling LLP set forth above, or at such other place as the Company and the Underwriter shall determine, on each Date of Delivery as specified in the notice from the Underwriter to the Company. Payment shall be made in immediately available funds, payable to or upon the order of the Company. Such Certificates shall be in such denominations and registered in such names as you may request in writing at least two business days prior to the Company Closing Time. The Certificates will be made available for examination and packaging by you in Federal Chicago, Illinois not later than 10:00 A.M. on the business day next preceding the Closing Time. The Certificates to be so delivered will initially be represented by one or other funds immediately available more Certificates registered in New York City against delivery to the Underwriter name of Cede & Co., the nominee of DTC. The interests of beneficial owners of the Initial Shares or Certificates will be represented by book entries on the Option Shares, as the case may berecords of DTC and participating members thereof.