Common use of Optional Shares Clause in Contracts

Optional Shares. at the purchase price per share set forth in the paragraph above; provided, that, subject to the Selling Stockholder's compliance with the procedure set forth in the following sentence, the Selling Stockholder shall have the right to elect not to sell such Optional Shares; provided, further that, in the event that the Selling Stockholder elects not to sell such Optional Shares, the Company hereby grants to the Underwriters the right to purchase at such Underwriters' election that portion of Optional Shares that the Selling Stockholder elects not to sell, at the purchase price per share set forth in the paragraph above. In the event that the Selling Stockholder elects not to sell Optional Shares, the Selling Stockholder shall notify ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. of such election within 24 hours of such Selling Stockholder's receipt of notice of the Underwriter's election to purchase Optional Shares. The Underwriters' election to purchase Optional Shares may be exercised only by written notice from you to both the Company and the Attorney-in-Fact, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by you but in no event earlier than the First Time of Delivery (as defined in Section 4 hereof) or, unless you and the Company and the Attorney-in- Fact otherwise agree in writing, earlier than two or later than ten business days after the date of such notice. 3. Upon the authorization by you of the release of the Firm Shares, the several Underwriters propose to offer the Firm Shares for sale upon the terms and conditions set forth in the Prospectus. (a) The Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as ▇▇▇▇▇▇▇, Sachs & Co. may request upon at least forty-eight hours' prior notice to the Company and, in the case of the sale of Optional Shares by the Selling Stockholder, the Selling Stockholder shall be delivered by or on behalf of the Company and, in the case of the sale of Optional Shares by the Selling Stockholder, the Selling Stockholder to ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co., through the facilities of The

Optional Shares. at On the purchase price per share set forth in basis of the paragraph above; providedrepresentations, thatwarranties and agreements herein contained, but subject to the Selling Stockholder's compliance with the procedure terms and conditions herein set forth in the following sentence, the Selling Stockholder shall have the right to elect not to sell such Optional Shares; provided, further that, in the event that the Selling Stockholder elects not to sell such Optional Sharesforth, the Company hereby grants to the several Underwriters the right an option to purchase at such Underwriters' election that all or any portion of the Optional Shares that the Selling Stockholder elects not to sell, at the same purchase price per share set forth as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the paragraph above. In the event that the Selling Stockholder elects not to sell Optional Shares, the Selling Stockholder shall notify ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. of such election within 24 hours of such Selling Stockholder's receipt of notice sale and distribution of the Underwriter's election to purchase Optional Firm Shares. The Underwriters' election to purchase Optional Shares option granted hereunder may be exercised only by written notice from you to both the Company and the Attorney-in-Fact, given in whole or in part at any time (but not more than once) within a period of 30 calendar days after the effective date of this Agreement and upon notice (confirmed in writing) by the Representative to the Company setting forth the aggregate number of Optional Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Optional Shares are to be purchased registered and the date on which such and time, as determined by you, when the Optional Shares are to be delivered, such time and date being herein referred to as determined by you but in no event the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Time of Delivery (as defined in Section 4 hereof) or, unless you and the Company and the Attorney-in- Fact otherwise agree in writing, Closing Date nor earlier than two or later than ten the second business days day after the date on which the option shall have been exercised. The number of such notice. 3. Upon the authorization by you of the release of the Firm Shares, the several Underwriters propose to offer the Firm Shares for sale upon the terms and conditions set forth in the Prospectus. (a) The Optional Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as ▇▇▇▇▇▇▇, Sachs & Co. may request upon at least forty-eight hours' prior notice to shall be the Company and, in the case same percentage of the sale total number of Optional Shares to be purchased by the Selling Stockholderseveral Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Selling Stockholder Representative in such manner as the Representative deems advisable to avoid fractional shares. No Optional Shares shall be sold and delivered by unless the Firm Shares previously have been, or on behalf of the Company andsimultaneously are, in the case of the sale of Optional Shares by the Selling Stockholder, the Selling Stockholder to ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co., through the facilities of Thesold and delivered.

Optional Shares. at 5.1 Each of CPI CEE and Gazit will procure that no Optional Shares are acquired by Newco unless each of CPI CEE and Gazit has first been offered an opportunity by Newco to fund, or procure that the purchase price per share set forth in CPI CEE Investors or the paragraph above; providedGazit Investors, thatrespectively, subject to fund, its Relevant Closing Proportion of the Selling Stockholder's compliance with the procedure set forth in the following sentence, the Selling Stockholder shall have the right to elect not to sell acquisition of such Optional Shares; provided, further that, . 5.2 The offer referred to in Clause 5.1 above shall be made by written notice to each of CPI CEE and Gazit specifying the event that the Selling Stockholder elects not to sell such Optional Shares, the Company hereby grants to the Underwriters the right to purchase at such Underwriters' election that portion number of Optional Shares available to Newco, the amount of such optional shares equal to the Relevant Closing Proportion of each of Gazit and CPI CEE (in each case, such persons “Relevant Optional Shares Closing Proportion Amount”) and specifying a period (not being less than 15 Business Days) within which the offer, if not accepted, will be deemed to be declined. Within the above-mentioned period each of CPI CEE and Gazit may send a written notice to the other accepting all or part of its Relevant Optional Shares Closing Proportion Amount and, if applicable, indicating any amount of the Optional Shares in excess of such Relevant Optional Shares Closing Proportion Amount (the “Optional Shares Excess Amount”) which such person is also willing to fund or procure that the Selling Stockholder elects not CPI CEE Investors or the Gazit Investors, respectively, fund. 5.3 Neither CPI CEE nor Gazit shall be obliged to sell, at fund or procure the purchase price per share set forth in funding of more than the paragraph abovemaximum amount of Optional Shares it has indicated its willingness to fund or procure the funding of. In the event that of any competition between CPI CEE and Gazit to fund or procure the Selling Stockholder elects not to sell Optional Shares, the Selling Stockholder shall notify ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. funding of such election within 24 hours of such Selling Stockholder's receipt of notice any part of the Underwriter's election to purchase Optional Shares. The Underwriters' election to purchase Optional Shares may be exercised only by written notice from you to both the Company and the Attorney-in-Fact, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number acquisition of Optional Shares pursuant to be purchased and Clause 5.2, the date on which entitlement of each such Optional Shares are to be delivered, as determined by you but in no event earlier than the First Time of Delivery (as defined in Section 4 hereof) orperson shall, unless you CPI CEE and the Company and the Attorney-in- Fact Gazit otherwise agree in writing, earlier than two or later than ten business days after the date of such notice. 3. Upon the authorization by you of the release of the Firm Shares, the several Underwriters propose to offer the Firm Shares for sale upon the terms and conditions set forth be determined in the Prospectus.following manner: (a) The 5.3.1 to each person who has accepted the offer in whole or part there shall be allocated its Relevant Optional Shares Closing Proportion Amount or such lesser amount for which it has indicated its willingness to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as ▇▇▇▇▇▇▇, Sachs & Co. may request upon at least forty-eight hours' prior notice to fund or procure the Company funding of; and, in 5.3.2 any amount of funding for the case of the sale acquisition of Optional Shares by the Selling Stockholder, the Selling Stockholder which remains unallocated under this Clause 5.3 shall be delivered by allocated to the person who has indicated its willingness to fund or on behalf procure the funding of the Company and, in the case of the sale of an Optional Shares by Excess Amount and such person shall be allocated the Selling Stockholder, the Selling Stockholder maximum amount of funding available for allocation up to ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co., through the facilities its Optional Shares Excess Amount. 5.4 Each of TheCPI CEE and Gazit shall procure that Newco acquires Optional Shares in accordance with this Clause 5.