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

Sale and Purchase of the Shares. 2.1 On the terms of this agreement and subject to the Conditions, at Completion the Seller shall sell, and the Purchaser shall purchase, the Shares with full title guarantee and free and clear of all Encumbrances and with all rights attached or accruing to them at Completion. 2.2 The Seller and the Parent covenant with the Purchaser that the Seller has the right to transfer legal and beneficial title to the Shares. 2.3 The total consideration for the sale of the Shares shall be: (a) US$25 billion payable in cash to the Seller at Completion (the “Cash Consideration”); (b) a number of Purchaser Ordinary Shares calculated in accordance with clause 2.4 to be allotted and issued credited as fully paid to the Seller at Completion (the “Consideration Shares”); (c) US$3 billion in aggregate nominal value of Mandatory Convertible Securities to be issued to and subscribed for by the Seller at Completion; and (d) US$2 billion in aggregate nominal value of Purchaser Preferred Securities to be allotted and issued to and subscribed for by the Seller at Completion, in each case to be paid or delivered by the Purchaser at Completion in accordance with the provisions of Schedule 3 (Completion Arrangements) (the “Purchase Price”). 2.4 Subject as set out below, the number of Purchaser Ordinary Shares referred to in clause 2.3(b) shall be such whole number as most nearly represents 11.3 per cent (the “Relevant Percentage”) of the issued ordinary share capital of the Purchaser immediately following Completion. The Relevant Percentage has been calculated by expressing as a percentage the result of dividing the notional Sterling value of the Consideration Shares (being £3.613 billion) (the “Consideration Shares Value”) by the sum of: (w) £15.257 billion, being the market capitalisation in Sterling of Prudential as at close of trading on the trading day immediately prior to the date of this agreement, (x) less the value of the final dividend which is £0.343 billion, (y) plus £13.465 billion, being the expected gross proceeds in Sterling of the Rights Issue (the “Expected Xxxxxxxx Xxxxx Proceeds”) and (z) plus the Consideration Shares Value. In the event that the actual Xxxxxxxx xxxxx proceeds of the Rights Issue (the “Actual Xxxxxxxx Xxxxx Proceeds”) differ from the Expected Xxxxxxxx Xxxxx Proceeds, the Relevant Percentage shall be re-calculated as described above on the basis that the value to be inserted at (y) shall be the Actual Xxxxxxxx Xxxxx Proceeds rather than the Expected Xxxxxxxx Xxxxx Proceeds. 2.5 Save for the terms set out in Schedules 5 and 6 applicable to the Mandatory Convertible Securities and the Purchaser Preferred Securities respectively, the Mandatory Convertible Securities and Purchaser Preferred Securities shall be issued subject to, and with the benefit of, trust deeds and agency agreements with all other terms customary for listed securities of that type issued by issuers incorporated in England and with English law as their governing law. 2.6 If the Purchaser would be unable to receive the desired regulatory capital treatment of Innovative Tier 1 and/or the desired equity credit of 100% from Standard & Poor’s, 100% from Xxxxx’x and 100% from Fitch for the Mandatory Convertible Securities as at or with effect from the Completion Date, both parties agree to enter into good faith negotiations with the aim of modifying the terms of the Mandatory Convertible Securities so that the desired regulatory capital treatment or equity credit can be achieved, provided that neither party shall be obliged to agree to any such terms that are less favourable than the Terms and Conditions of the Mandatory Convertible Securities. For the avoidance of doubt, this provision shall not allow the Purchaser to enter into negotiations with the Parent to modify the terms of the Mandatory Convertible Securities after the Completion Date (otherwise than in accordance with the Terms and Conditions of the Mandatory Convertible Securities).

Sale and Purchase of the Shares. 2.1 On the terms of this agreement Agreement and subject to the Conditions, at Completion the Seller shall sell, and the Purchaser shall purchase, at the Shares with full title guarantee and Completion, the Shares, free and clear of all Encumbrances and with all rights attached or accruing to them at the Completion. 2.2 The Seller and the Parent covenant with AerCap and the Purchaser that the Seller has the right to transfer legal and beneficial title to the Shares. The Purchaser and AerCap covenant with the Seller and Parent that AerCap has the right to issue the Stock Consideration to Seller. 2.3 The total consideration for the sale of the Shares shall be: be (ai) (x) US$25 billion payable 3,000,000,000 less the amount of (y) the Special Distribution (excluding the portion of the Special Distribution set forth in cash to the Seller at Completion clause 2.3(ii)(B)), without interest (the “Cash Consideration”); ) and (bii) a number of Purchaser 97,560,976 AerCap Ordinary Shares calculated in accordance (the “Stock Consideration” and, together with clause 2.4 to be allotted and issued credited as fully paid the Cash Consideration, the “Purchase Price”) payable to the Seller by AerCap at Completion (the “Consideration Shares”); (c) US$3 billion in aggregate nominal value of Mandatory Convertible Securities to be issued to and subscribed for by the Seller at Completion; and (d) US$2 billion in aggregate nominal value of Purchaser Preferred Securities to be allotted and issued to and subscribed for by the Seller at Completion, in each case to be paid or delivered by the Purchaser at Completion in accordance with the provisions of Schedule 3 3. Prior to the Completion, subject to applicable Law, the Company shall declare a cash distribution in the aggregate amount of (Completion ArrangementsA) $600,000,000 plus (B) €1,000,000, in cash (the “Purchase PriceSpecial Distribution”) to Seller, which Special Distribution will be payable at the Completion. Clause 30 shall not apply to the payment in the foregoing subclause (B), which amount shall be paid in Euro. 2.4 Subject The Stock Consideration shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities of a Subsidiary of AerCap or of securities convertible into AerCap Ordinary Shares), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to AerCap Ordinary Shares with a record date occurring on or after the date hereof and prior to the Completion Date. 2.5 Except as set out belowotherwise provided herein, the number of Purchaser Ordinary Shares referred to in clause 2.3(b) shall be entitled to deduct and withhold (or cause to be deducted and withheld) from the consideration otherwise payable to the Seller pursuant to this Agreement such whole number amounts as most nearly represents 11.3 per cent it is required to deduct and withhold with respect to the making of such payment under applicable Tax Law. If any such withholding or deduction is imposed in a jurisdiction (other than the “Relevant Percentage”United States or any jurisdiction therein) as a result of the issued ordinary share capital a present or former connection of the Purchaser immediately following Completion. The Relevant Percentage has been calculated by expressing as a percentage the result of dividing the notional Sterling value (including of the Consideration Shares Purchaser’s beneficial owners) to such jurisdiction (being £3.613 billion) other than any connection arising solely from the Transaction Agreements or the transactions contemplated therein), the Purchaser shall increase the amount of the payment by an amount necessary such that the Seller receives (the “Consideration Shares Value”) taking into account any Tax benefit actually realized by the sum of: (wSeller from such deduction or withholding) £15.257 billion, being the market capitalisation in Sterling of Prudential as at close of trading on the trading day immediately prior to the date of this agreement, (x) less the value of the final dividend which is £0.343 billion, (y) plus £13.465 billion, being the expected gross proceeds in Sterling of the Rights Issue (the “Expected Xxxxxxxx Xxxxx Proceeds”) amount it would have received had no such deduction and (z) plus the Consideration Shares Valuewithholding been required. In the event that the actual Xxxxxxxx xxxxx proceeds of the Rights Issue (the “Actual Xxxxxxxx Xxxxx Proceeds”) differ from the Expected Xxxxxxxx Xxxxx Proceeds, the Relevant Percentage shall be re-calculated as described above on the basis that the value to be inserted at (y) shall be the Actual Xxxxxxxx Xxxxx Proceeds rather than the Expected Xxxxxxxx Xxxxx Proceeds. 2.5 Save for the terms set out in Schedules 5 and 6 applicable to the Mandatory Convertible Securities and the Purchaser Preferred Securities respectively, the Mandatory Convertible Securities and Purchaser Preferred Securities shall be issued subject to, and with the benefit of, trust deeds and agency agreements with all other terms customary for listed securities of that type issued by issuers incorporated in England and with English law as their governing law. 2.6 If the Purchaser would withholds or deducts (or causes to be unable withheld or deducted) any amounts not subject to receive the desired regulatory capital treatment payment of Innovative Tier 1 and/or an increased amount pursuant to the desired equity credit foregoing sentence, such amounts shall be treated for all purposes of 100% from Standard & Poor’s, 100% from Xxxxx’x this Agreement as having been paid to the Person in respect of which such deduction and 100% from Fitch for withholding was made; provided that the Mandatory Convertible Securities as Purchaser shall inform the Seller at least five (5) Business Days in advance of any such withholding or with effect from the Completion Date, both parties agree to enter into good faith negotiations deduction and shall cooperate with the aim of modifying the terms of the Mandatory Convertible Securities so that the desired regulatory capital treatment Seller to take commercially reasonable steps to reduce or equity credit can be achieved, provided that neither party shall be obliged to agree to any eliminate such terms that are less favourable than the Terms and Conditions of the Mandatory Convertible Securities. For the avoidance of doubt, this provision shall not allow the Purchaser to enter into negotiations with the Parent to modify the terms of the Mandatory Convertible Securities after the Completion Date (otherwise than in accordance with the Terms and Conditions of the Mandatory Convertible Securities)withholding or deduction.

Sale and Purchase of the Shares. 2.1 On 2.01 Upon the terms of this agreement and subject to the Conditionsconditions herein contained, at Completion the Seller shall sellCompany agrees to sell to each Purchaser, and each Purchaser agrees to purchase from the Purchaser shall purchaseCompany at the Closing, that number of Shares equal to the Shares with full title guarantee and free and clear aggregate dollar amount set forth opposite such Purchaser’s name on Schedule I hereto (the “Schedule of all Encumbrances and with all rights attached or accruing Purchasers”) divided by the per share price to them at Completion. 2.2 The Seller and the Parent covenant public in the Public Offering (the “Public Offering Price”), as set forth on the cover page of the final prospectus supplement to the Existing Registration Statement (the “Public Offering Prospectus”), filed by the Company with the Purchaser United States Securities and Exchange Commission (the “Commission”) in connection with the Public Offering; provided, however, that the Seller has the right to transfer legal and beneficial title to the Shares. 2.3 The total consideration for the sale of the Shares shall be: (a) US$25 billion payable in cash to the Seller at Completion (the “Cash Consideration”); no fractional number of Shares shall be sold hereunder, (b) a any fractional number of Shares shall be rounded down to the nearest whole number of Shares and (c) the Aggregate Purchase Price (as defined below) will be reduced by the value of any fractional share (as calculated on the basis of the Public Offering Price). The purchase price to be paid by each Purchaser, as set forth on Schedule I, shall be referred to as the “Aggregate Purchase Price.” Each Purchaser Ordinary shall severally, and not jointly, be liable for only the purchase of Shares calculated in accordance with clause 2.4 to be allotted this Section 2.01 and issued credited as fully paid to not for the Seller at Completion (the “Consideration Shares”); (c) US$3 billion in aggregate nominal value purchase of Mandatory Convertible Securities to be issued to and subscribed Shares so calculated for by the Seller at Completion; and (d) US$2 billion in aggregate nominal value of Purchaser Preferred Securities to be allotted and issued to and subscribed for by the Seller at Completion, in any other Purchaser. The Company’s agreement with each case to be paid or delivered by the Purchaser at Completion in accordance with the provisions of Schedule 3 (Completion Arrangements) (the “Purchase Price”). 2.4 Subject as set out below, the number of Purchaser Ordinary Shares referred to in clause 2.3(b) shall be such whole number as most nearly represents 11.3 per cent (the “Relevant Percentage”) of the issued ordinary share capital Purchasers is a separate agreement and the sale of Shares to each of the Purchaser immediately following CompletionPurchasers is a separate sale. The Relevant Percentage has been calculated obligations of each Purchaser hereunder are expressly not conditioned on the purchase by expressing as a percentage the result of dividing the notional Sterling value any or all of the Consideration Shares (being £3.613 billion) (the “Consideration Shares Value”) by the sum of: (w) £15.257 billion, being the market capitalisation in Sterling of Prudential as at close of trading on the trading day immediately prior to the date of this agreement, (x) less the value other Purchasers of the final dividend which is £0.343 billion, (y) plus £13.465 billion, being the expected gross proceeds in Sterling of the Rights Issue (the “Expected Xxxxxxxx Xxxxx Proceeds”) and (z) plus the Consideration Shares Value. In the event that the actual Xxxxxxxx xxxxx proceeds of the Rights Issue (the “Actual Xxxxxxxx Xxxxx Proceeds”) differ from the Expected Xxxxxxxx Xxxxx Proceeds, the Relevant Percentage shall be re-calculated as described above on the basis that the value such other Purchasers have agreed to be inserted at (y) shall be the Actual Xxxxxxxx Xxxxx Proceeds rather than the Expected Xxxxxxxx Xxxxx Proceedspurchase. 2.5 Save for the terms set out in Schedules 5 and 6 applicable to the Mandatory Convertible Securities and the Purchaser Preferred Securities respectively, the Mandatory Convertible Securities and Purchaser Preferred Securities shall be issued subject to, and with the benefit of, trust deeds and agency agreements with all other terms customary for listed securities of that type issued by issuers incorporated in England and with English law as their governing law. 2.6 If the Purchaser would be unable to receive the desired regulatory capital treatment of Innovative Tier 1 and/or the desired equity credit of 100% from Standard & Poor’s, 100% from Xxxxx’x and 100% from Fitch for the Mandatory Convertible Securities as at or with effect from the Completion Date, both parties agree to enter into good faith negotiations with the aim of modifying the terms of the Mandatory Convertible Securities so that the desired regulatory capital treatment or equity credit can be achieved, provided that neither party shall be obliged to agree to any such terms that are less favourable than the Terms and Conditions of the Mandatory Convertible Securities. For the avoidance of doubt, this provision shall not allow the Purchaser to enter into negotiations with the Parent to modify the terms of the Mandatory Convertible Securities after the Completion Date (otherwise than in accordance with the Terms and Conditions of the Mandatory Convertible Securities).

Sale and Purchase of the Shares. 2.1 On (a) Upon the terms of this agreement and subject to the Conditionsconditions set forth in this Agreement, at Completion the Closing, each Seller shall sell, transfer, convey, assign and deliver to Buyer (or to a designee of Buyer), and Buyer (or a designee of a Buyer) shall purchase and acquire from each Seller, all of the Purchaser shall purchaserights, title and interest in, to and under the Shares with full title guarantee owned by such Seller as set forth on Schedule A and Schedule B, as applicable, free and clear of all Encumbrances and with all rights attached or accruing to them at CompletionLiens. 2.2 The Seller and the Parent covenant with the Purchaser that the Seller has the right to transfer legal and beneficial title to the Shares. 2.3 The total consideration for the sale of the Shares shall be: (a) US$25 billion payable in cash to the Seller at Completion (the “Cash Consideration”); (b) a number In consideration for the sale, transfer, conveyance, assignment and delivery of Purchaser Ordinary the Shares calculated in accordance with clause 2.4 by the Share Sellers to be allotted Buyer and issued credited as fully paid for the cancellation of the Company Warrants and Company Phantom Shares, upon the terms and subject to the Seller at Completion conditions set forth in this Agreement, Buyer shall pay to the Sellers an aggregate amount in cash equal to (i) $1,075,000,000, plus (ii) the Assumed Interest Amount, plus (iii) Closing Date Cash minus (iv) the Closing Date Debt Obligation Amount, minus (v) any Transaction Expenses of the Company (whether incurred on its own behalf or on behalf of any Seller) that are not paid by the Company or the Sellers on or prior to the Closing (“Consideration SharesUnpaid Transaction Expenses”); , minus (cvi) US$3 billion in aggregate nominal value of Mandatory Convertible Securities to be issued to and subscribed for by the Seller at Completion; and (d) US$2 billion in aggregate nominal value of Purchaser Preferred Securities to be allotted and issued to and subscribed for by the Seller at Completion, in each case to be paid or delivered by the Purchaser at Completion in accordance with the provisions of Schedule 3 (Completion Arrangements) Aggregate Non-Delivered Consideration (the “Purchase Price” and the sum of items (i), (ii), (iii), (iv), and (v) the “Delivered Consideration”). 2.4 Subject as set out below, the number of Purchaser Ordinary Shares referred to in clause 2.3(b) shall be such whole number as most nearly represents 11.3 per cent (the “Relevant Percentage”) of the issued ordinary share capital of the Purchaser immediately following Completion. The Relevant Percentage has been calculated by expressing as a percentage “Closing Purchase Price” shall equal (i) the result Purchase Price, minus (ii) the Holdback Amount, plus (iii) the Working Capital Overage, if any, pursuant to Section 1.6 (Adjustment of dividing Purchase Price), minus (iv) the notional Sterling value Working Capital Underage, if any, pursuant to Section 1.6 (Adjustment of the Consideration Shares (being £3.613 billion) (the “Consideration Shares Value”) by the sum of: (w) £15.257 billion, being the market capitalisation in Sterling of Prudential as at close of trading on the trading day immediately prior to the date of this agreement, (x) less the value of the final dividend which is £0.343 billion, (y) plus £13.465 billion, being the expected gross proceeds in Sterling of the Rights Issue (the “Expected Xxxxxxxx Xxxxx Proceeds”) and (z) plus the Consideration Shares Value. In the event that the actual Xxxxxxxx xxxxx proceeds of the Rights Issue (the “Actual Xxxxxxxx Xxxxx Proceeds”) differ from the Expected Xxxxxxxx Xxxxx Proceeds, the Relevant Percentage shall be re-calculated as described above on the basis that the value to be inserted at (y) shall be the Actual Xxxxxxxx Xxxxx Proceeds rather than the Expected Xxxxxxxx Xxxxx Proceeds. 2.5 Save for the terms set out in Schedules 5 and 6 applicable to the Mandatory Convertible Securities and the Purchaser Preferred Securities respectively, the Mandatory Convertible Securities and Purchaser Preferred Securities shall be issued subject to, and with the benefit of, trust deeds and agency agreements with all other terms customary for listed securities of that type issued by issuers incorporated in England and with English law as their governing law. 2.6 If the Purchaser would be unable to receive the desired regulatory capital treatment of Innovative Tier 1 and/or the desired equity credit of 100% from Standard & Poor’s, 100% from Xxxxx’x and 100% from Fitch for the Mandatory Convertible Securities as at or with effect from the Completion Date, both parties agree to enter into good faith negotiations with the aim of modifying the terms of the Mandatory Convertible Securities so that the desired regulatory capital treatment or equity credit can be achieved, provided that neither party shall be obliged to agree to any such terms that are less favourable than the Terms and Conditions of the Mandatory Convertible Securities. For the avoidance of doubt, this provision shall not allow the Purchaser to enter into negotiations with the Parent to modify the terms of the Mandatory Convertible Securities after the Completion Date (otherwise than in accordance with the Terms and Conditions of the Mandatory Convertible SecuritiesPurchase Price).

Sale and Purchase of the Shares. 2.1 On Upon the terms of this agreement and subject to the Conditionsconditions herein contained, the Company agrees to sell to each Purchaser, and each Purchaser agrees to purchase from the Company, at Completion the Seller Closing (as defined in Section 3): (i) that number of Common Shares set forth opposite such Purchaser’s name on Schedule I hereto for the purchase price set forth opposite such Purchasers name, which amount represents the number of Common Shares purchased by such Purchaser multiplied by the price per Common Share of $5.86 and (ii) that number of Preferred Shares set forth opposite such Purchaser’s name on Schedule I hereto for the purchase price set forth opposite such Purchasers name, which amount represents the number of Preferred Shares purchased by such Purchaser multiplied by the Stated Value (as defined herein) The aggregate price paid by all Purchasers, as set forth on Schedule I, shall sellbe referred to as the “Total Purchase Price.” At or prior to the Closing, each Purchaser will pay the aggregate purchase price set forth opposite such Purchaser’s name on Schedule I under the column “Total Purchase Price” by wire transfer of immediately available funds in accordance with wire instructions provided by the Company to the Purchasers prior to the Closing. On or before the Closing, the Company will instruct its transfer agent to deliver stock certificates to the Purchasers representing the Common Shares and the Preferred Shares set forth on Schedule I against delivery of the Total Purchase Price. The foregoing notwithstanding, if the Purchaser has indicated to the Company at the time of execution of this Agreement a need to settle “delivery versus payment”, the Company shall deliver to such Purchaser or such Purchaser’s designated custodian the original stock certificates on or prior to the Closing and, upon receipt the Purchaser shall purchase, wire the Shares with full title guarantee and free and clear of all Encumbrances and with all rights attached or accruing to them at Completion. 2.2 The Seller and Total Purchase Price as provided in the Parent covenant with the Purchaser that the Seller has the right to transfer legal and beneficial title to the Shares. 2.3 The total consideration for the sale of the Shares shall be: (a) US$25 billion payable in cash to the Seller at Completion (the “Cash Consideration”); (b) a number of Purchaser Ordinary Shares calculated in accordance with clause 2.4 to be allotted and issued credited as fully paid to the Seller at Completion (the “Consideration Shares”); (c) US$3 billion in aggregate nominal value of Mandatory Convertible Securities to be issued to and subscribed for by the Seller at Completion; and (d) US$2 billion in aggregate nominal value of Purchaser Preferred Securities to be allotted and issued to and subscribed for by the Seller at Completion, in each case to be paid or delivered by the Purchaser at Completion in accordance with the provisions of Schedule 3 (Completion Arrangements) (the “Purchase Price”). 2.4 Subject as set out below, the number of Purchaser Ordinary Shares referred to in clause 2.3(b) shall be such whole number as most nearly represents 11.3 per cent (the “Relevant Percentage”) of the issued ordinary share capital of the Purchaser immediately following Completion. The Relevant Percentage has been calculated by expressing as a percentage the result of dividing the notional Sterling value of the Consideration Shares (being £3.613 billion) (the “Consideration Shares Value”) by the sum of: (w) £15.257 billion, being the market capitalisation in Sterling of Prudential as at close of trading on the trading day immediately prior to the date third sentence of this agreement, (x) less the value of the final dividend which is £0.343 billion, (y) plus £13.465 billion, being the expected gross proceeds in Sterling of the Rights Issue (the “Expected Xxxxxxxx Xxxxx Proceeds”) and (z) plus the Consideration Shares Value. In the event that the actual Xxxxxxxx xxxxx proceeds of the Rights Issue (the “Actual Xxxxxxxx Xxxxx Proceeds”) differ from the Expected Xxxxxxxx Xxxxx Proceeds, the Relevant Percentage shall be re-calculated as described above on the basis that the value to be inserted at (y) shall be the Actual Xxxxxxxx Xxxxx Proceeds rather than the Expected Xxxxxxxx Xxxxx ProceedsSection 2. 2.5 Save for the terms set out in Schedules 5 and 6 applicable to the Mandatory Convertible Securities and the Purchaser Preferred Securities respectively, the Mandatory Convertible Securities and Purchaser Preferred Securities shall be issued subject to, and with the benefit of, trust deeds and agency agreements with all other terms customary for listed securities of that type issued by issuers incorporated in England and with English law as their governing law. 2.6 If the Purchaser would be unable to receive the desired regulatory capital treatment of Innovative Tier 1 and/or the desired equity credit of 100% from Standard & Poor’s, 100% from Xxxxx’x and 100% from Fitch for the Mandatory Convertible Securities as at or with effect from the Completion Date, both parties agree to enter into good faith negotiations with the aim of modifying the terms of the Mandatory Convertible Securities so that the desired regulatory capital treatment or equity credit can be achieved, provided that neither party shall be obliged to agree to any such terms that are less favourable than the Terms and Conditions of the Mandatory Convertible Securities. For the avoidance of doubt, this provision shall not allow the Purchaser to enter into negotiations with the Parent to modify the terms of the Mandatory Convertible Securities after the Completion Date (otherwise than in accordance with the Terms and Conditions of the Mandatory Convertible Securities).

Sale and Purchase of the Shares. 2.1 On 1.01 Subject to the terms and conditions of this agreement Agreement, at the closing provided for in Section 2.02 hereof (the "Closing"), each Stockholder will sell, transfer, assign and deliver or cause to be delivered the Shares to Purchaser, and Purchaser will purchase the Shares from each Stockholder. At Purchaser's written request, each Stockholder shall tender to Purchaser in the Offer his or her shares subject to the Conditions, at Completion the Seller shall sell, and the Purchaser shall purchase, the Shares with full title guarantee and free and clear of all Encumbrances and with all rights attached or accruing to them at Completionthis Agreement. 2.2 The Seller and the Parent covenant with the Purchaser that the Seller has the right to transfer legal and beneficial title 1.02 Subject to the Shares. 2.3 The total consideration terms and conditions of this Agreement, in reliance on the representations, warranties and agreements of each Stockholder contained herein and in full payment for the sale shares, Purchaser will deliver at the closing by wire transfer of immediately available funds to each Stockholder an aggregate amount equal to the Shares shall be: product of (aA) US$25 billion payable $7.00 in cash (or any higher price which may be paid pursuant to the Seller at Completion Offer) and (the “Cash Consideration”); (bB) a number of Purchaser Ordinary Shares calculated in accordance with clause 2.4 to be allotted and issued credited as fully paid to the Seller at Completion (the “Consideration Shares”); (c) US$3 billion in aggregate nominal value of Mandatory Convertible Securities to be issued to and subscribed for by the Seller at Completion; and (d) US$2 billion in aggregate nominal value of Purchaser Preferred Securities to be allotted and issued to and subscribed for by the Seller at Completion, in each case to be paid or delivered by the Purchaser at Completion in accordance with the provisions of Schedule 3 (Completion Arrangements) (the “Purchase Price”). 2.4 Subject as set out below, the number of Shares beneficially owned by such Stockholder (such product, the "Purchase Price"). At the Closing, each Stockholder will deliver, or cause to be delivered, to Purchaser Ordinary certificates representing the Shares referred duly endorsed to Purchaser or accompanied by stock powers duly executed by such Stockholder in clause 2.3(b) shall be such whole number as most nearly represents 11.3 per cent (the “Relevant Percentage”) of the issued ordinary share capital of the Purchaser immediately following Completion. The Relevant Percentage has been calculated by expressing as blank, together with a percentage the result of dividing the notional Sterling value of the Consideration Shares (being £3.613 billion) (the “Consideration Shares Value”) by the sum of: (w) £15.257 billion, being the market capitalisation in Sterling of Prudential as at close of trading on the trading day immediately prior to the date of this agreement, (x) less the value of the final dividend which is £0.343 billion, (y) plus £13.465 billion, being the expected gross proceeds in Sterling of the Rights Issue (the “Expected Xxxxxxxx Xxxxx Proceeds”) and (z) plus the Consideration Shares Valueduly executed Substitute Form W-9 or equivalent form for corporate entities. In the event that any Stockholder receives, on or after the actual Xxxxxxxx xxxxx proceeds date hereof, any dividend or distribution paid or distributed in respect of any Shares purchased hereunder at any time, such Stockholder shall pay, or cause to be paid, to Purchaser such dividend or distribution (and all dividends and distributions and amounts received in respect of any securities or other assets which are themselves payable pursuant to this sentence) upon either the Rights Issue (Closing or promptly following the “Actual Xxxxxxxx Xxxxx Proceeds”) differ receipt of any such dividend or distribution, whichever occurs last, it being understood that nothing in this sentence shall require such Stockholder to pay to Purchaser the Purchase Price received by it hereunder. In the event that, after the date hereof, any Stockholder shall become the beneficial owner of any shares of Common Stock in addition to the number of shares appearing opposite such Stockholder's name at the foot of this Agreement, such additional shares of Common Stock shall be deemed "Shares" subject to purchase and sale pursuant to this Agreement and subject to all terms and conditions of this Agreement. 1.03 The Purchaser shall be entitled to withhold from the Expected Xxxxxxxx Xxxxx ProceedsPurchase Price due to any Stockholder, and to pay to the Company, the Relevant Percentage shall be re-calculated as described above on amount of any indebtedness (plus accrued interest, the basis that the value to be inserted at (y"Indebtedness") shall be the Actual Xxxxxxxx Xxxxx Proceeds rather than the Expected Xxxxxxxx Xxxxx Proceeds. 2.5 Save for the terms set out in Schedules 5 and 6 applicable due from such stockholder to the Mandatory Convertible Securities and the Purchaser Preferred Securities respectively, the Mandatory Convertible Securities and Purchaser Preferred Securities shall be issued subject to, and with the benefit of, trust deeds and agency agreements with all other terms customary for listed securities Company. The amount of that type issued by issuers incorporated in England and with English law as their governing law. 2.6 If the Purchaser would be unable to receive the desired regulatory capital treatment of Innovative Tier 1 and/or the desired equity credit of 100% from Standard & Poor’s, 100% from Xxxxx’x and 100% from Fitch for the Mandatory Convertible Securities as at or with effect from the Completion Date, both parties agree to enter into good faith negotiations with the aim of modifying the terms of the Mandatory Convertible Securities so that the desired regulatory capital treatment or equity credit can be achieved, provided that neither party shall be obliged to agree to any such terms that are less favourable than the Terms and Conditions of the Mandatory Convertible Securities. For the avoidance of doubt, this provision shall not allow the Purchaser to enter into negotiations with the Parent to modify the terms of the Mandatory Convertible Securities after the Completion Date (otherwise than in accordance with the Terms and Conditions of the Mandatory Convertible Securities)Indebtedness is set forth on Annex I hereto.

Sale and Purchase of the Shares. 2.1 On Subject to the terms and conditions of this agreement and subject to the ConditionsAgreement, at Completion the Seller shall sellClosing, the Company will issue and sell to each Purchaser, and each Purchaser will purchase and acquire from the Purchaser shall purchase, the Shares with full title guarantee and free and clear of all Encumbrances and with all rights attached or accruing to them at Completion. 2.2 The Seller and the Parent covenant with the Purchaser that the Seller has the right to transfer legal and beneficial title to the Shares. 2.3 The total consideration Company for the sale of the Shares shall be: (a) US$25 billion payable in cash to the Seller at Completion (the “Cash Consideration”); (b) a Purchase Price opposite such Purchaser’s name on Schedule 1 attached hereto, an aggregate number of Purchaser Ordinary Shares calculated in accordance with clause 2.4 to be allotted and issued credited as fully paid to opposite such Purchaser’s name on Schedule 1 attached hereto. Notwithstanding the Seller at Completion (the “Consideration Shares”); (c) US$3 billion in aggregate nominal value of Mandatory Convertible Securities to be issued to and subscribed for by the Seller at Completion; and (d) US$2 billion in aggregate nominal value of Purchaser Preferred Securities to be allotted and issued to and subscribed for by the Seller at Completionforegoing, in each case to be paid or delivered by the Purchaser at Completion in accordance with the provisions of Schedule 3 (Completion Arrangements) (the “Purchase Price”). 2.4 Subject as set out below, the number of Purchaser Ordinary Shares referred to in clause 2.3(b) shall be such whole number as most nearly represents 11.3 per cent (the “Relevant Percentage”) of the issued ordinary share capital of the Purchaser immediately following Completion. The Relevant Percentage has been calculated by expressing as a percentage the result of dividing the notional Sterling value of the Consideration Shares (being £3.613 billion) (the “Consideration Shares Value”) by the sum of: (w) £15.257 billion, being the market capitalisation in Sterling of Prudential as at close of trading on the trading day immediately prior to the Closing, upon written notice to the Company, the Bessemer Purchasers may reallocate the total number of shares set forth opposite the Bessemer Purchasers’ names on Schedule 1 attached hereto to any other Bessemer Purchaser or to any Affiliate of a Bessemer Purchaser (a “New Bessemer Entity”), provided that the total number of Shares purchased by all Bessemer Purchasers, including any New Bessemer Entity, equals the total number of shares set forth opposite the Bessemer Purchasers’ names on Schedule 1 attached hereto on the date of this agreement, (x) less the value of the final dividend which is £0.343 billion, (y) plus £13.465 billion, being the expected gross proceeds in Sterling of the Rights Issue (the “Expected Xxxxxxxx Xxxxx Proceeds”) and (z) plus the Consideration Shares Valuehereof. In the event that any Bessemer Purchaser reallocates the actual Xxxxxxxx xxxxx proceeds total number of shares set forth opposite the Rights Issue Bessemer Purchasers’ names on Schedule 1 to a New Bessemer Entity, such New Bessemer Entity shall execute and deliver (the a) a counterpart signature page to this Agreement and shall become a party hereto as a “Actual Xxxxxxxx Xxxxx Proceeds”Purchaser” and “Bessemer Purchaser” hereunder and (b) differ from the Expected Xxxxxxxx Xxxxx Proceeds, the Relevant Percentage shall be re-calculated as described above on the basis that the value to be inserted at (y) shall be the Actual Xxxxxxxx Xxxxx Proceeds rather than the Expected Xxxxxxxx Xxxxx Proceeds. 2.5 Save for the terms set out in Schedules 5 and 6 applicable a counterpart signature page to the Mandatory Convertible Securities Amended and the Purchaser Preferred Securities respectivelyRestated Registration Rights Agreement as contemplated by Section 5.01, the Mandatory Convertible Securities concurrently and Purchaser Preferred Securities shall be issued subject toin connection with such reallocation, and with the benefit of, trust deeds and agency agreements with all other terms customary for listed securities of that type issued by issuers incorporated in England and with English law as their governing law. 2.6 If the Purchaser would be unable to receive the desired regulatory capital treatment of Innovative Tier 1 and/or the desired equity credit of 100% from Standard & Poor’s, 100% from Xxxxx’x and 100% from Fitch for the Mandatory Convertible Securities as at or with effect from the Completion Date, both parties agree to enter into good faith negotiations with the aim of modifying the terms of the Mandatory Convertible Securities so that the desired regulatory capital treatment or equity credit can be achieved, provided that neither party shall be obliged to agree to any such terms that are less favourable than the Terms and Conditions of the Mandatory Convertible Securities. For the avoidance of doubt, this provision reallocation shall not allow relieve the existing Bessemer Purchaser to enter into negotiations with from its obligations hereunder until the Parent to modify the terms of the Mandatory Convertible Securities after the Completion Date (otherwise than New Bessemer Entity funds its Purchase Price and acquires its Shares in accordance with the Terms and Conditions terms of the Mandatory Convertible Securities)this Agreement.