Common use of The Option Securities Clause in Contracts

The Option Securities. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of [•] Option Securities from the Company at the Purchase Price per ADS to be paid by the Underwriters for the Firm Securities. The option granted hereunder may be exercised in whole or in part at any time through and until one day before the Closing Date upon notice by the Representative to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are exercising the option (in the event that such time and date are simultaneous with the Closing Date, the term “Closing Date” shall refer to the time and date of delivery of certificates for the Firm Securities and such Option Securities). If any Option Securities are to be purchased, (i) each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Option Securities to be purchased as the number of Firm Securities set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities and (ii) the Company agrees to sell the number of Option Securities set forth in the paragraph “Introductory” of this Agreement (subject to such adjustments to eliminate fractional shares as the Representative may determine). The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

The Option Securities. In addition, on the basis of the representations, representations and warranties herein contained and agreements herein contained, and upon the terms but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, purchase up to an aggregate additional 4,500,000 shares of [•] Common Stock, as set forth in Exhibit A, at the price per share of $9.7465, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. If any Option Securities are to be purchased, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities which bears the same ratio to the aggregate number of Option Securities being purchased as the number of Initial Securities set forth opposite the name of such Underwriter in Exhibit A (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Initial Securities being purchased from the Company at the Purchase Price per ADS to be paid by the Underwriters for several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities as the Firm SecuritiesRepresentative in its discretion shall make. The option hereby granted hereunder will expire 30 days after the date hereof and may be exercised in whole or in part at any from time through and until one day before the Closing Date to time upon notice by the Representative to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option (in the event that such time and date are simultaneous with the Closing Date, the term “Closing Date” shall refer to the time and date of payment and delivery of certificates for the Firm Securities and such Option Securities). If Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative, but shall not be later than seven full business days after the exercise of said option, nor in any Option Securities are to be purchased, (i) each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion event prior to the total number of Option Securities to be purchased as the number of Firm Securities set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities and (ii) the Company agrees to sell the number of Option Securities set forth in the paragraph “Introductory” of this Agreement (subject to such adjustments to eliminate fractional shares as the Representative may determine). The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the CompanyClosing Date.

The Option Securities. In addition, on the basis of the representations, representations and warranties herein contained and agreements herein contained, and upon the terms but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, purchase up to an aggregate additional 6,675,000 shares of [•] Common Stock, as set forth in Exhibit A, at the price per share of $12.9736, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. If any Option Securities are to be purchased, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities which bears the same ratio to the aggregate number of Option Securities being purchased as the number of Initial Securities set forth opposite the name of such Underwriter in Exhibit A (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Initial Securities being purchased from the Company at the Purchase Price per ADS to be paid by the Underwriters for several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities as the Firm SecuritiesRepresentative in its discretion shall make. The option hereby granted hereunder will expire 30 days after the date hereof and may be exercised in whole or in part at any from time through and until one day before the Closing Date to time upon notice by the Representative to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option (in the event that such time and date are simultaneous with the Closing Date, the term “Closing Date” shall refer to the time and date of payment and delivery of certificates for the Firm Securities and such Option Securities). If Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative, but shall not be later than seven full business days after the exercise of said option, nor in any Option Securities are to be purchased, (i) each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion event prior to the total number of Option Securities to be purchased as the number of Firm Securities set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities and (ii) the Company agrees to sell the number of Option Securities set forth in the paragraph “Introductory” of this Agreement (subject to such adjustments to eliminate fractional shares as the Representative may determine). The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the CompanyClosing Date.

The Option Securities. In addition, on the basis of the representations, representations and warranties herein contained and agreements herein contained, and upon the terms but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, purchase up to an aggregate additional 7,425,000 shares of [•] Common Stock, as set forth in Exhibit A, at the price per share of $9.472, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. If any Option Securities are to be purchased, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities which bears the same ratio to the aggregate number of Option Securities being purchased as the number of Initial Securities set forth opposite the name of such Underwriter in Exhibit A (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Initial Securities being purchased from the Company at the Purchase Price per ADS to be paid by the Underwriters for several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities as the Firm SecuritiesRepresentative in its discretion shall make. The option hereby granted hereunder will expire 30 days after the date hereof and may be exercised in whole or in part at any from time through and until one day before the Closing Date to time upon notice by the Representative to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option (in the event that such time and date are simultaneous with the Closing Date, the term “Closing Date” shall refer to the time and date of payment and delivery of certificates for the Firm Securities and such Option Securities). If Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative, but shall not be later than seven full business days after the exercise of said option, nor in any Option Securities are to be purchased, (i) each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion event prior to the total number of Option Securities to be purchased as the number of Firm Securities set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities and (ii) the Company agrees to sell the number of Option Securities set forth in the paragraph “Introductory” of this Agreement (subject to such adjustments to eliminate fractional shares as the Representative may determine). The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the CompanyClosing Date.

The Option Securities. In addition, on the basis of the representations, representations and warranties herein contained and agreements herein contained, and upon the terms but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, purchase up to an aggregate additional 1,050,000 shares of [•] Mandatory Convertible Preferred Stock, as set forth in Exhibit A, at the price per share of $48.50, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. If any Option Securities are to be purchased, the number of Option Securities to be purchased by each Underwriter shall be the number of Option Securities which bears the same ratio to the aggregate number of Option Securities being purchased as the number of Initial Securities set forth opposite the name of such Underwriter in Exhibit A (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Initial Securities being purchased from the Company at the Purchase Price per ADS to be paid by the Underwriters for several Underwriters, subject, however, to such adjustments to eliminate any fractional Securities as the Firm SecuritiesRepresentative in its discretion shall make. The option hereby granted hereunder will expire 30 days after the date hereof and may be exercised in whole or in part at any from time through and until one day before the Closing Date to time upon notice by the Representative to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option (in the event that such time and date are simultaneous with the Closing Date, the term “Closing Date” shall refer to the time and date of payment and delivery of certificates for the Firm Securities and such Option Securities). If Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative, but shall not be later than seven full business days after the exercise of said option, nor in any Option Securities are to be purchased, (i) each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion event prior to the total number of Option Securities to be purchased as the number of Firm Securities set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities and (ii) the Company agrees to sell the number of Option Securities set forth in the paragraph “Introductory” of this Agreement (subject to such adjustments to eliminate fractional shares as the Representative may determine). The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the CompanyClosing Date.

The Option Securities. In addition, on the basis of the representations, representations and warranties herein contained and agreements herein contained, and upon the terms but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchaseUnderwriters, severally and not jointly, up to an aggregate of [•] purchase the Option Securities at the same price as the purchase price of the Initial Securities as set forth in Section 2(a) hereof plus accrued interest, if any, from the Company at Closing Date to the Purchase Price per ADS to be paid by the Underwriters for the Firm SecuritiesDate of Delivery. The option hereby granted hereunder will expire 30 days after the date hereof and may be exercised in whole or in part at any from time through to time only for the purpose of covering overallotments which may be made in connection with the offering and until one day before distribution of the Closing Date Initial Securities upon notice by the Representative to the Company setting forth the aggregate number principal amount of Option Securities as to which the several Underwriters are then exercising the option (in the event that such time and date are simultaneous with the Closing Date, the term “Closing Date” shall refer to the time and date of payment and delivery of certificates for the Firm Securities and such Option Securities). Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Date, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities are to be purchasedSecurities, (i) each Underwriter agreesof the Underwriters, acting severally and not jointly, to will purchase that proportion of the number total principal amount of Option Securities (subject to such adjustments to eliminate fractional shares as then being purchased which the Representative may determine) that bears the same proportion to the total number aggregate principal amount of Option Securities to be purchased as the number of Firm Initial Securities set forth on Schedule opposite such Underwriter’s name in Exhibit A opposite the name of such Underwriter hereto bears to the total number principal amount of Firm Securities and (ii) the Company agrees to sell the number of Option Securities set forth Initial Securities, subject in the paragraph “Introductory” of this Agreement (subject each case to such adjustments to eliminate fractional shares as the Representative may determine). The Representative may cancel the option at in its sole discretion shall make to ensure that any time prior to its expiration by giving written notice of such cancellation to the Companysales or purchases are in authorized denominations.

The Option Securities. In addition, on On the basis of the representations, representations and warranties and agreements herein containedcontained in this Agreement, and upon the terms but subject to the conditions herein set forthits terms and conditions, the Company hereby grants an option agrees to sell to the several Underwriters the Option Securities, and the Underwriters shall have the right to purchase, severally and not jointly, up to an aggregate of [•] 1,200,000 Option Securities from the Company at the Purchase Price per ADS to be Price; provided, however, that the amount paid by the Underwriters for any Option Securities shall be reduced by an amount per Depositary Share equal to any dividends declared by the Firm Company and payable on the Initial Securities but not payable on such Option Securities. The option granted hereunder You may be exercised exercise this right on behalf of the Underwriters in whole or from time to time in part at any time through and until one day before by giving written notice not later than 30 days after the Closing Date upon date of this Agreement. Any exercise notice by shall specify the Representative to the Company setting forth the aggregate number of Option Securities as to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least two business days after the several Underwriters are exercising written notice is given and may not be earlier than the option (in closing date for the event that such time and date are simultaneous with Initial Securities nor later than ten business days after the Closing Date, the term “Closing Date” shall refer to the time and date of delivery of certificates for the Firm Securities and such Option Securities)notice. If any On each day, if any, that Option Securities are to be purchasedpurchased (an “Option Closing Date”), (i) each Underwriter agrees, severally and not jointly, to purchase the number of Option Securities (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Option Securities to be purchased on such Option Closing Date as the number of Firm Initial Securities set forth on in Schedule A 1 hereto opposite the name of such Underwriter bears to the total number of Firm Securities and (ii) the Company agrees to sell the number of Option Securities set forth in the paragraph “Introductory” of this Agreement (subject to such adjustments to eliminate fractional shares as the Representative may determine). The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the CompanyInitial Securities.