Common use of Sale and Purchase of the Shares Clause in Contracts

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) Each of the Sellers agrees, severally and not jointly, to sell to the Underwriters, at a price of $_____ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Seller on Schedule II to this Agreement, and each of the Underwriters agrees, severally and not jointly, to purchase from the Sellers, at the Initial Price, the number of Firm Shares set forth opposite the name of such Underwriter on Schedule I to this Agreement, subject to adjustment in accordance with Section 11 hereof. The number of Firm Shares to be purchased by each Underwriter from each Seller shall be in the same proportion (adjusted by the Underwriters to eliminate fractions) as the number of Firm Shares to be purchased hereunder by each Underwriter bears to the total number of Firm Shares being purchased hereunder. (b) Each of the Sellers grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares offered by such Seller at the Initial Price. To the extent that the Underwriters exercise the option to purchase fewer than the total number of Option Shares offered hereunder, the Underwriters shall purchase Option Shares from the Company and the Selling Shareholder in the same proportion that the number of Option Shares offered by such Seller bears to the total number of Option Shares offered by such Seller. The number of Option Shares to be purchased by each Underwriter from each such Seller shall be in the same proportion (adjusted by the Underwriters to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. The Underwriters' option to purchase Option Shares may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time at least two full business days before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Underwriters to the Company and the Custodian (as defined herein) no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

Sale and Purchase of the Shares. 2.1 On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, of this Agreement: (a) Each 2.1.1 subject to the Demerger having completed and thereafter a Call Notice having been issued, each of New TopCo and the Seller shall procure the transfer of the Sellers agreesNew TopCo Shares to the Purchaser free from Encumbrances and together with all rights and advantages attaching to them at Closing (including the right to receive all dividends or distributions declared, severally made or paid in respect of the New TopCo Shares whether on or after Closing) in consideration for the issue and not jointlyallotment of the Consideration Shares by the Purchaser to Qualifying Shareholders pro rata, as far as reasonably practicable, to sell their respective holdings of Galliford Try Shares as at the Record Time, rounded down to the Underwritersnearest whole number; 2.1.2 subject to the actions in Clause 2.1.1 having first been taken, the Seller shall sell the Partnerships & Regeneration Shares to the Transferee in consideration for the Cash Consideration Amount (as adjusted to reflect the Partnerships & Regeneration TGAV Adjustment Amount) and the novation of the Private Placement Bond from the Seller to Bovis Homes in accordance with the terms of the Deed of Novation. The Partnerships & Regeneration Shares shall be sold by the Seller free from Encumbrances and together with all rights and advantages attaching to them as at a price Closing (including the right to receive all dividends or distributions declared, made or paid in respect of $_____ per share the Partnerships & Regeneration Shares on or after Closing); and 2.1.3 subject to the actions in Clause 2.1.1 having first been taken, the Seller shall sell the Linden Homes Special Share to the Transferee in consideration for the Linden Homes TGAV Adjustment Amount. The Linden Homes Special Share shall be sold by the Seller free from Encumbrances and together with all rights and advantages attaching to it as at Closing (including the "Initial Price"right to receive all dividends or distributions declared, made or paid in respect of the Linden Homes Special Share on or after Closing). 2.2 As soon as reasonably practicable following the Record Time (and in any event by no later than 9:00 p.m. on the day thereof), the number of Firm Seller shall provide, or procure the provision of, the 2.3 The Consideration Shares set forth opposite shall be issued fully paid, free from Encumbrances and shall rank in all respects pari passu with the name of such Seller on Schedule II to this Agreement, and each of the Underwriters agrees, severally and not jointly, to purchase from the Sellers, existing issued fully paid Bovis Homes Shares as at the Initial PriceClosing Date including the right to receive all dividends and other distributions declared, made or paid by the number of Firm Shares set forth opposite Purchaser after Closing, but excluding the name of such Underwriter on Schedule I to this Agreement, Bovis Homes Bonus Issue and the Second Interim Dividend. 2.4 On and subject to adjustment in accordance with Section 11 hereof. The number of Firm Shares to be purchased by each Underwriter from each Seller shall be in the same proportion (adjusted by the Underwriters to eliminate fractions) as the number of Firm Shares to be purchased hereunder by each Underwriter bears to the total number of Firm Shares being purchased hereunder. (b) Each of the Sellers grants to the several Underwriters an option to purchase, severally terms and not jointly, all or any part of the Option Shares offered by such Seller at the Initial Price. To the extent that the Underwriters exercise the option to purchase fewer than the total number of Option Shares offered hereunder, the Underwriters shall purchase Option Shares from the Company and the Selling Shareholder in the same proportion that the number of Option Shares offered by such Seller bears to the total number of Option Shares offered by such Seller. The number of Option Shares to be purchased by each Underwriter from each such Seller shall be in the same proportion (adjusted by the Underwriters to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. The Underwriters' option to purchase Option Shares may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time at least two full business days before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date conditions of this Agreement, the Purchaser shall allot each Consideration Share to, and shall procure that each such Consideration Share so allotted shall be registered in each case upon writtenthe names of, facsimile the Qualifying Shareholders respectively entitled thereto by: 2.4.1 (for Qualifying Uncertificated Shareholders entitled to Consideration Shares) crediting any such Consideration Shares on the Closing Date (or telegraphic notice, as soon as reasonably practicable thereafter) to such account(s) maintained within CREST by or verbal or telephonic notice confirmed on behalf of the relevant Qualifying Uncertificated Shareholders; and 2.4.2 (for Qualifying Certificated Shareholders entitled to Consideration Shares) posting and delivering definitive share certificates in respect of any such Consideration Shares by written, facsimile or telegraphic notice, by the Underwriters to the Company and the Custodian (as defined herein) no later than 12:00 noon, New York City time, on 14 days following the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (or as defined belowsoon as reasonably practicable thereafter) to the registered addresses of the relevant Qualifying Certificated Shareholders, 2.5 The Purchaser shall procure that any fractional entitlements to Consideration Shares pursuant to Clause 2.1.1 shall be aggregated and the Purchaser shall procure that the maximum whole number of Consideration Shares resulting therefrom shall be allotted and issued to a person appointed by the Purchaser to hold such Consideration Shares on behalf of the Qualifying Shareholders. The Purchaser shall procure that such Consideration Shares are sold in the market as soon as practicable after Closing and that the net proceeds of sale (after the deduction of all commissions and expenses incurred in connection with such sale, including any value added tax payable on the proceeds of sale) shall be paid in due proportion to the relevant Qualifying Shareholders (rounded down to the nearest xxxxx), as by way of cheque or credit to the case may berelevant CREST account. However, setting forth fractional entitlements to amounts (after the number deduction of Option Shares to be purchased all commissions and expenses incurred in connection with such sale, including any value added tax payable on the time and date (if other than the Firm Shares Closing Dateproceeds of sale) of such purchase£5.00 or less shall not be paid to the relevant Qualifying Shareholders who would otherwise be entitled to them, but shall be retained for the benefit of the Purchaser.

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements covenants contained in, and subject to the terms and conditions of, this Agreement: (a) Each The Company agrees to sell to each of the Sellers Underwriters, and each of the Underwriters agrees, severally and not jointly, to sell to purchase from the UnderwritersCompany, at a price of $______ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Seller Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule II I to this Agreement, subject to adjustment in accordance with Section 11 hereof. The Selling Shareholders agree to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the SellersSelling Shareholders, at the Initial Price, the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from Selling Shareholders" on Schedule I to this Agreement, subject to adjustment in accordance with Section 11 hereof. The number of Firm Shares to be purchased by each Underwriter from each Seller shall be in the same proportion (adjusted by the Underwriters to eliminate fractions) as the number of Firm Shares to be purchased hereunder by each Underwriter bears to the total number of Firm Shares being purchased hereunder. (b) Certificates in negotiable form for the total number of the Firm Shares to be sold hereunder by each of the Selling Shareholders have been placed in custody with U.S. Stock Transfer Corporation as custodian (the "Custodian"), pursuant to the Custody Agreement and Irrevocable Power of Attorney (the "Custody Agreement") executed by each Selling Shareholder for delivery of all Firm Shares to be sold hereunder by such Selling Shareholder. Each of the Sellers grants Selling Shareholders specifically agrees that the Firm Shares represented by the certificates held in custody for such Selling Shareholder under the Custody Agreement are subject to the interests of the Underwriters hereunder, that the arrangements made by such Selling Shareholder for such custody are to that extent irrevocable, and that the obligations of such Selling Shareholder hereunder shall, subject to applicable law, not be terminable by any act or deed of the Selling Shareholder (or by any other person, firm or corporation including the Company, the Custodian or the Underwriters) or by operation of law (including the death of such Selling Shareholder) or by the occurrence of any other event or events, except as set forth in the Custody Agreement. If any such event should occur prior to the delivery to the Underwriters of the Firm Shares to be sold by the Selling Shareholders hereunder, certificates for the Firm Shares shall, except as set forth herein or in the Custody Agreement, be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such event had not occurred. The Custodian is authorized to receive and acknowledge receipt of the proceeds of the sale of the Shares to be sold by the Selling Shareholders held by it against delivery of such Shares. (c) The Selling Shareholders identified on Schedule II hereto grant to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares offered by such Seller at the Initial Price. To the extent that the Underwriters exercise the option to purchase fewer than the total number of Option Shares offered hereunder, the Underwriters shall purchase Option Shares from the Company and the Selling Shareholder in the same proportion that the number of Option Shares offered by such Seller bears to the total number of Option Shares offered by such Seller. The number of Option Shares to be purchased by each Underwriter from each such Seller shall be in the same proportion percentage (adjusted by the Underwriters Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. The Underwriters' option to purchase number of Option Shares to be sold by each of the Selling Shareholders identified on Schedule II hereto shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the number of Option Shares set forth opposite such Selling Shareholder's name on Schedule II hereof as the percentage of the total number of Option Shares being purchased by the Underwriters. Such option may be exercised only to cover over-allotments in the sales sale of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time at least two full on or before 12:00 noon, New York City time, on the business days day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile written or telegraphic notice, or verbal oral or telephonic notice confirmed by written, facsimile written or telegraphic notice, by the Underwriters Representatives to the Company and the Custodian (as defined herein) no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

Sale and Purchase of the Shares. On 2.01 Upon the basis of the representations, warranties and agreements contained in, terms and subject to the terms and conditions ofherein contained, this Agreement: (a) Each of the Sellers agrees, severally and not jointly, Company agrees to sell and issue to the Underwriters, at a price of $_____ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Seller on Schedule II to this Agreementeach Purchaser, and each of the Underwriters Purchaser agrees, severally and not jointly, to purchase from the SellersCompany, at a closing to take place remotely via exchange of executed documents (the Initial Price“Closing” and the date of the Closing, the “Closing Date”) to occur immediately prior to, but subject to, the closing of the Transaction, that number of Firm Shares (the “Closing Shares”) set forth opposite such Purchaser’s name on the Schedule of Purchasers for the aggregate Purchase Price set forth under the heading “Subscription Amount.” 2.02 At or prior to the Closing, each Purchaser will pay the subscription amount set forth opposite such Purchaser’s name on the Schedule of Purchasers (the “Subscription Amount”) by wire transfer of immediately available funds in accordance with wire instructions provided by the Company to the Purchasers at least two Business Days prior to the Closing (the “Wire Instructions Notice”). If so requested by the Company in the Wire Instructions Notice and agreed by the applicable Purchaser, the Subscription Amount of each Purchaser shall be paid into an escrow fund or trust account designated by the Company in writing (the “Escrow Account”) to be released to the Company only upon satisfaction of each of the closing conditions set forth in Section 6 below. In the event the Closing does not occur within three Business Days of the Closing Date specified in the Wire Instructions Notice, unless otherwise agreed by the Company and such Purchaser, the Company shall, or shall cause the escrow agent for the Escrow Account to, promptly (but not later than two Business Days thereafter) return the aggregate Purchase Price to each Purchaser by wire transfer of U.S. dollars in immediately available funds to the account specified by such Purchaser. On the Closing Date, the Company will deliver, against payment by each Purchaser of its Subscription Amount, the Closing Shares in book-entry form, and shall provide evidence of such Underwriter on Schedule I issuance from the Company’s transfer agent as of the Closing Date to each Purchaser. Notwithstanding anything to the contrary in this Agreement, subject to adjustment in accordance with Section 11 hereof. The number the Schedule of Firm Shares to Purchasers may be purchased amended by each Underwriter from each Seller shall be in the same proportion (adjusted by the Underwriters to eliminate fractions) as the number of Firm Shares to be purchased hereunder by each Underwriter bears to the total number of Firm Shares being purchased hereunder. (b) Each of the Sellers grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares offered by such Seller at the Initial Price. To the extent that the Underwriters exercise the option to purchase fewer than the total number of Option Shares offered hereunder, the Underwriters shall purchase Option Shares from the Company and the Selling Shareholder in affected Purchaser up to three (3) Business Days prior to the same proportion that Closing, without the consent of the other parties hereto, to reflect the actual number of Option Shares offered by such Seller bears to the total number of Option Shares offered by such Seller. The number of Option Shares to be purchased by each Underwriter from each such Seller shall be in Purchaser at the same proportion (adjusted by the Underwriters to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. The Underwriters' option to purchase Option Shares may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time at least two full business days before the Firm Shares Closing Date (as defined below)Closing, and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Underwriters to provided that the Company and the Custodian (as defined herein) no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number shall provide to Purchasers such updated Schedule of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchasePurchasers.

Sale and Purchase of the Shares. On 2.01 Upon the basis of the representations, warranties and agreements contained in, terms and subject to the terms and conditions ofherein contained, this Agreement: (a) Each of the Sellers agrees, severally and not jointly, Company agrees to sell and issue to the Underwriters, at a price of $_____ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Seller on Schedule II to this Agreementeach Purchaser, and each of the Underwriters Purchaser agrees, severally and not jointly, to purchase from the SellersCompany, at a closing to take place remotely via exchange of executed documents (the Initial Price“Closing” and the date of the Closing, the “Closing Date”) to occur immediately prior to, but subject to, the closing of the Transaction, that number of Firm Shares (the “Closing Shares”) set forth opposite such Purchaser’s name on the Schedule of Purchasers for the aggregate Purchase Price set forth under the heading “Subscription Amount.” 2.02 At or prior to the Closing, each Purchaser will pay the subscription amount set forth opposite such Purchaser’s name on the Schedule of Purchasers (the “Subscription Amount”) by wire transfer of immediately available funds in accordance with wire instructions provided by the Company to the Purchasers at least two Business Days prior to the Closing (the “Wire Instructions Notice”). If so requested by the Company in the Wire Instructions Notice and agreed by the applicable Purchaser, the Subscription Amount of each Purchaser shall be paid into an escrow fund or trust account designated by the Company in writing (the “Escrow Account”) to be released to the Company only upon satisfaction of each of the closing conditions set forth in ‎Section 6 below. In the event the Closing does not occur within three Business Days of the Closing Date specified in the Wire Instructions Notice, unless otherwise agreed by the Company and such Purchaser, the Company shall, or shall cause the escrow agent for the Escrow Account to, promptly (but not later than two Business Days thereafter) return the aggregate Purchase Price to each Purchaser by wire transfer of U.S. dollars in immediately available funds to the account specified by such Purchaser. On the Closing Date, the Company will deliver, against payment by each Purchaser of its Subscription Amount, the Closing Shares in book-entry form, and shall provide evidence of such Underwriter on Schedule I issuance from the Company’s transfer agent as of the Closing Date to each Purchaser. Notwithstanding anything to the contrary in this Agreement, subject to adjustment in accordance with Section 11 hereof. The number the Schedule of Firm Shares to Purchasers may be purchased amended by each Underwriter from each Seller shall be in the same proportion (adjusted by the Underwriters to eliminate fractions) as the number of Firm Shares to be purchased hereunder by each Underwriter bears to the total number of Firm Shares being purchased hereunder. (b) Each of the Sellers grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares offered by such Seller at the Initial Price. To the extent that the Underwriters exercise the option to purchase fewer than the total number of Option Shares offered hereunder, the Underwriters shall purchase Option Shares from the Company and the Selling Shareholder in affected Purchaser up to three (3) Business Days prior to the same proportion that Closing, without the consent of the other parties hereto, to reflect the actual number of Option Shares offered by such Seller bears to the total number of Option Shares offered by such Seller. The number of Option Shares to be purchased by each Underwriter from each such Seller shall be in Purchaser at the same proportion (adjusted by the Underwriters to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. The Underwriters' option to purchase Option Shares may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time at least two full business days before the Firm Shares Closing Date (as defined below)Closing, and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Underwriters to provided that the Company and the Custodian (as defined herein) no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number shall provide to Purchasers such updated Schedule of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchasePurchasers.

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject (a) Subject to the terms and conditions ofset forth herein, this Agreement: (a) Each of the Sellers agreesSeller agrees to sell, severally and not jointlythe Purchaser agrees to buy, to sell to the Underwriters, Shares at a price of $_____ per share (Share equal to the "Initial Purchase Price"). As payment in full for the Shares, the number of Firm Shares set forth opposite Purchaser shall (i) agree to provide for the name of such Seller on Schedule II to this Agreement, and each payment of the Underwriters agrees, severally Contingency Amount (as defined below); and not jointly, (ii) wire transfer to purchase from the Sellers, at the Initial Price, the number of Firm Shares set forth opposite the name of such Underwriter on Schedule I to this Agreement, subject to adjustment in accordance with Section 11 hereof. The number of Firm Shares to be purchased by each Underwriter from each Seller shall be in the same proportion (adjusted an account designated by the Underwriters Seller an amount equal to eliminate fractions) as the number of Firm Shares to be purchased hereunder by each Underwriter bears to the total number of Firm Shares being purchased hereunder$27,408,609.12. (b) Each Simultaneously with the delivery of the Sellers grants Purchase Price, the Seller shall deliver, assign and convey to the several Underwriters an option to purchase, severally and not jointly, all Purchaser a certificate or any part of certificates representing the Option Shares offered by such Seller at the Initial Price. To the extent that the Underwriters exercise the option to purchase fewer than the total number of Option Shares offered hereunder, the Underwriters shall purchase Option Shares from the Company and the Selling Shareholder in the same proportion that the number of Option Shares offered by such Seller bears to the total number of Option Shares offered by such Seller. The number of Option Shares to be purchased by each Underwriter from each such Seller shall be in the same proportion (adjusted by the Underwriters to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing Purchaser (together with appropriate stock powers) or provide for the transfer of any shares held in street name by means reasonably acceptable to Purchaser, free and clear of any and all mortgages, liens, encumbrances, charges, claims, restrictions, pledges, security interests or impositions. (c) For purposes of this Agreement, the Firm Shares. The Underwriters' option purchase price per Share (the "Purchase Price") shall equal the sum of (i) $60.413 in cash plus (ii) the right to purchase Option Shares may be exercised only to cover over-allotments in receive after the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time at least two full business days before the Firm Shares Closing Date the Contingency Amount (as defined below), if any, divided by (x) the number of shares of Company Common Stock issued and from time to time thereafter within 30 days after outstanding on the date the Company is merged with the wholly owned subsidary of the Purchaser or (y) the number of shares of Company Common Stock issued and outstanding on the date the payment becomes due, if such merger does not occur. For purposes of this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Underwriters contingency amount (the "Contingency Amount") shall mean the amount to be paid to the shareholders of the Company and the Custodian (Seller, pursuant to the Contingency Agreement in the form attached hereto as defined herein) no later than 12:00 noonExhibit A. If for any reason the merger between the Company and a wholly-owned --------- Subsidiary of Purchaser does not occur, New York City time, on Purchaser will execute such documents as may be necessary to convey to Seller its pro rata share of the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchaseContingency Amount.

Sale and Purchase of the Shares. On the basis of the representations, warranties and agreements contained in, and subject 2.1 Subject to the terms Conditions Precedent being satisfied and conditions of, this AgreementSchedule 13: (a) Each BLAIC shall sell and the Purchaser shall purchase, the BLAIC Sale Shares; (b) EGF shall sell and the Purchaser shall purchase, the EGF Sale Shares; and (c) Genworth shall sell, or procure the sale of, and the Purchaser shall purchase, the Genworth Sale Shares; in each case, with all rights attaching to them and free from all Encumbrances and with full title guarantee. 2.2 The total consideration for the sale of the Sale Shares, the licenses granted to the Purchaser in the Transitional IP License Agreement and the covenants set forth herein shall be the Initial Consideration, as adjusted in accordance with this clause 2. 2.3 The initial consideration for the sale of the Sale Shares (the “Initial Consideration”) shall be payable on the Completion Date in accordance with clause 5 and shall be an amount equal to (a) EUR 475,000,000, plus (b) the amount, if any, by which the Estimated Stockholders Equity Amount exceeds the Accounts Stockholders Equity Amount, minus (c) the amount, if any, by which the Accounts Stockholders Equity Amount exceeds the Estimated Stockholders Equity Amount. 2.4 Not less than five (5) Business Days prior to the Completion Date, the Sellers shall prepare and deliver to the Purchaser (a) the Estimated Balance Sheet in substantially the same form as the balance sheet included in the Unaudited Accounts adjusted as specified in Part II of the Agreed Accounting Principles, including a calculation of the Estimated Stockholders Equity Amount, and (b) a schedule (the “Allocation Schedule”) allocating the Initial Consideration among the Sale Shares being sold by each of the Sellers. 2.5 Within ninety (90) calendar days following the Completion Date, the Purchaser shall deliver a consolidated balance sheet of the Target Group Companies as of the end of the last day of the month immediately preceding the month during which Completion occurs prepared in accordance with the Agreed Accounting Principles and otherwise in substantially the same form as the balance sheets included in the Unaudited Accounts (the “Completion Balance Sheet”). If the Purchaser does not deliver the Completion Balance Sheet within such ninety (90) day time period, then, at the election of the Sellers, either (a) the Sellers may prepare and present the Completion Balance Sheet within an additional ninety (90) calendar days thereafter or (b) if the Sellers elect not to prepare the Completion Balance Sheet, then the Estimated Balance Sheet shall be deemed to be the Final Balance Sheet and the Estimated Stockholders Equity Amount shall be deemed to be the Final Stockholders Equity Amount. In the event that the Sellers elect to prepare the Completion Balance Sheet in accordance with the immediately preceding sentence, then all references in the remainder of this clause 2.5 and the entirety of clause 2.6 to the Sellers, on the one hand, and the Purchaser, on the other hand, will be deemed to be references to the Purchaser, on the one hand, and the Sellers, on the other hand, respectively. In connection with the Purchaser’s preparation of the Completion Balance Sheet, to the extent the Purchaser or its representatives do not have all relevant information in their possession, the Sellers shall, and shall use their reasonable endeavours to cause their representatives to, provide the Purchaser and its representatives access to all relevant books, records, work papers and employees of the Sellers, provided that the independent accountants of the Sellers agrees, severally will not be obligated to make any work papers available to the Purchaser unless and not jointlyuntil the Purchaser has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants. For the avoidance of doubt, to sell the extent there is any difference between US GAAP and the principles, practices, methodologies and exceptions set forth in Part II of the Agreed Accounting Principles, the principles, practices, methodologies and exceptions set forth therein shall prevail. Consequently, the Estimated Balance Sheet, Completion Balance Sheet and Final Balance Sheet are to the Underwriters, at extent set out in Part II of the Agreed Accounting Principles not intended to be a price presentation in conformity with US GAAP. 2.6 The Completion Balance Sheet delivered to the Sellers by the Purchaser pursuant to clause 2.5 shall be final and binding unless the Sellers give the Purchaser written notice of $_____ per share their objections (an “Objection Notice”) within sixty (60) calendar days after receipt of the Completion Balance Sheet prepared by the Purchaser (the "Initial Price"“Review Period”). In connection with the Sellers’ review of the Completion Balance Sheet and potential preparation of an Objection Notice, the number Purchaser shall, and shall use its reasonable endeavours to cause the Target Group Companies and its and their respective independent accountants to, provide the Sellers and their representatives access to all relevant books, records, work papers and employees of Firm Shares the Purchaser and the Target Group Companies for purposes thereof, provided that the independent accountants of the Purchaser will not be obligated to make any work papers available to the Sellers unless and until the Sellers have signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants. If the Sellers fail to deliver to the Purchaser an Objection Notice on or prior to the expiration of the Review Period, or otherwise notify the Purchaser prior to such expiration date in writing that the Sellers have no objections to the calculation of the Completion Balance Sheet, then the calculation of the Completion Balance Sheet prepared by the Purchaser shall be deemed to have been accepted by the Sellers and shall become final and binding on all parties. Any component of the Completion Balance Sheet that is not the subject of an Objection Notice by the Sellers shall be final and binding on all parties. The Purchaser and the Sellers shall use their respective reasonable endeavours to resolve any disputed items included in the Objection Notice; provided that if they are unable to do so within thirty (30) calendar days following the delivery of the Objection Notice, then by notice from either party to the other, the disagreement shall be submitted for resolution to the Independent Accountant. In any such submission pursuant to the preceding sentence, the amount proposed with respect to any disputed item shall not in the absence of manifest error in the Completion Balance Sheet or the Objections Notice be more favorable to (i) the Purchaser than the amount proposed by the Purchaser in the Completion Balance Sheet and (ii) the Sellers than the amount proposed by the Sellers in the Objection Notice. If a dispute is submitted to the Independent Accountant for resolution, Purchaser and the Sellers shall enter into a customary engagement letter with the Independent Accountant at the time such dispute is submitted to the Independent Accountant and shall, and the Purchaser shall cause the Target Group Companies and its and their respective independent accountants to, cooperate with the Independent Accountant in connection with its review and determination pursuant to this clause 2.6, including, in the case of the Purchaser, by providing, or using its reasonable endeavours to cause the Target Group Companies to provide, to the Independent Accountant and its representatives access to all relevant books, records, work papers and employees of the Purchaser and the Target Group Companies for purposes thereof, provided that the independent accountants of the Purchaser will not be obligated to make any work papers available to the Sellers unless and until the Sellers have signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants. The Independent Accountant shall be directed to promptly, and in any event within thirty (30) calendar days after its appointment, render its decision on the disputed items. The Independent Accountant’s review of the calculation of the Completion Balance Sheet shall be limited to a determination of whether it was prepared and calculated in accordance with the Agreed Accounting Principles. For the avoidance of doubt, the Independent Accountant shall not review any items or make any determination with respect to any matters not subject to a dispute in the Objection Notice. The Independent Accountant’s determination as to each item in dispute shall be set forth opposite in a written statement delivered to each party, which shall include the name Independent Accountant’s determination as to the calculation of the Completion Stockholders Equity Amount, all of which shall be final and binding on all parties, save in the event of manifest error, in which case the Independent Accountant’s report shall be void and the matter shall be remitted to the Independent Accountant for correction. In resolving any disputed item, the Independent Accountant may not assign a value to such Seller item more favorable to the Sellers than the value for such item claimed by the Sellers in the Objection Notice, if any, or more favorable to the Purchaser than the value for such item claimed by the Purchaser in the Completion Balance Sheet. The aggregate fees and expenses of the Independent Accountant shall be allocated evenly between the Purchaser, on Schedule II to this Agreementthe one hand, and each of the Underwriters agrees, severally and not jointly, to purchase from the Sellers, at on the Initial Priceother hand. The final determinations of the Independent Accountant pursuant to this clause 2.6 shall be deemed expert determinations under English law governing expert determination and appraisal proceedings. Any claim, dispute or controversy arising out of or relating to the number final determinations of Firm Shares set forth opposite the name Independent Account pursuant to this clause 2.6, including enforcement of such Underwriter on Schedule I to this Agreementfinal determinations, subject to adjustment shall be resolved by the courts referenced in clause 21. The consolidated balance sheet of the Companies prepared in accordance with Section 11 hereofthe Agreed Accounting Principles that is final and binding on the Sellers and the Purchaser as determined either through the agreement of the Sellers and the Purchaser pursuant to clause 2.5 or 2.6, as applicable, or through the determination of the Independent Accountant pursuant to this clause 2.6, is referred to herein as the “Final Balance Sheet.” The Stockholders Equity reflected in such Final Balance Sheet, multiplied by the USD to EUR Conversion Rate as of the end of the last day of the month immediately preceding the month during which Completion occurs, is referred to herein as the “Final Stockholders Equity Amount.” 2.7 The “Consideration Adjustment” will be calculated by the Purchaser and the Sellers within two (2) Business Days of determining the Final Stockholders Equity Amount as an adjustment to the Initial Consideration equal to the Final Stockholders Equity Amount minus the Estimated Stockholders Equity Amount. The number If the Consideration Adjustment is (i) positive, then the Purchaser shall pay in cash to the Sellers an amount equal to the Consideration Adjustment, or (ii) negative, then the Sellers shall pay in cash to the Purchaser an amount equal to the absolute value of Firm Shares the Consideration Adjustment, in each case, within two (2) Business Days after the Consideration Adjustment is determined. Unless otherwise instructed by the Sellers, the Purchaser shall pay to be purchased by each Underwriter from each Seller shall be in a portion of the Consideration Adjustment which bears the same proportion (adjusted by to the Underwriters to eliminate fractions) total Consideration Adjustment as such Seller’s share of the number of Firm Shares to be purchased hereunder by each Underwriter Initial Consideration as set forth in the Allocation Schedule bears to the total number of Firm Shares being purchased hereunderInitial Consideration. (b) Each of 2.8 The Consideration shall be paid in full in accordance with this clause 2 and clause 5 without any deduction or withholding and the Purchaser agrees that it shall not be entitled to assert any deduction, credit, set-off or counterclaim against the Sellers grants in order to the several Underwriters an option to purchase, severally and not jointly, all justify withholding payment or satisfaction of any part of the Option Shares offered by such Seller at the Initial Price. To the extent that the Underwriters exercise the option to purchase fewer than the total number of Option Shares offered hereunder, the Underwriters shall purchase Option Shares from the Company and the Selling Shareholder in the same proportion that the number of Option Shares offered by such Seller bears to the total number of Option Shares offered by such Seller. The number of Option Shares to be purchased by each Underwriter from each such Seller shall be in the same proportion (adjusted by the Underwriters to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. The Underwriters' option to purchase Option Shares may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised amount in whole or in part at any time at least two full business days before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Underwriters to the Company and the Custodian (as defined herein) no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchasepart.