Common use of Ordinary Shares Clause in Contracts

Ordinary Shares. Each of the Parent, the Company and the Exchanging Shareholders acknowledge and agree that all Reciprocal Ordinary Shares issued pursuant to this Agreement shall be issued and registered in the Parents register of members. In connection with the issuance of Reciprocal Ordinary Shares, the Parent, the Company and the Exchanging Shareholders acknowledge the following notation (or a similar notation) may be placed in the Parent’s register of members: “THE RECIPROCAL ORDINARY SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM PURSUANT TO APPLICABLE LAW. ANY OFFER, SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THIS SECURITY IN A TRANSACTION THAT IS NOT REGISTERED UNDER THE SECURITIES ACT IS SUBJECT TO THE COMPANY’S RIGHT TO REQUIRE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO THE COMPANY.” If such notation has been placed in the Parent’s register of members, the Parent shall, at the request of an Exchanging Shareholder, remove or caused to be removed from such register the notation described in this Section 6.1(a), if it is reasonably satisfied (based upon opinion of counsel addressed to Parent reasonably satisfactory to Parent and the Company, or in the case of an Exchanging Shareholder proposing to transfer such securities, pursuant to Rule 144(b)(1) of the Securities Act, a customary certificate addressed to Parent confirming compliance with such exemptions, reasonably satisfactory to Parent and the Company) that such notation is no longer required under applicable requirements of the Securities Act.

Ordinary Shares. Each of the ParentCompany, the Company Boulevard and the Exchanging Shareholders acknowledge and agree that all Reciprocal Ordinary Shares issued pursuant to this Agreement shall be issued and registered in the Parents Company’s register of members. In connection with the issuance of Reciprocal Ordinary Shares, the ParentCompany, the Company Boulevard and the Exchanging Shareholders acknowledge the following notation (or a similar notation) may be placed in the ParentCompany’s register of members: “THE RECIPROCAL ORDINARY SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM PURSUANT TO APPLICABLE LAW. ANY OFFER, SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THIS SECURITY IN A TRANSACTION THAT IS NOT REGISTERED UNDER THE SECURITIES ACT IS SUBJECT TO THE COMPANYBOULEVARD’S RIGHT TO REQUIRE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO THE COMPANYBOULEVARD.” If such notation has been placed in the ParentCompany’s register of members, the Parent Company shall, at the request of an Exchanging Shareholder, remove or caused to be removed from such register the notation described in this Section 6.1(a), if it is reasonably satisfied (based upon opinion of counsel addressed to Parent the Company reasonably satisfactory to Parent the Company and the CompanyBoulevard, or in the case of an Exchanging Shareholder proposing to transfer such securities, pursuant to Rule 144(b)(1) of the Securities Act, a customary certificate addressed to Parent the Company confirming compliance with such exemptions, reasonably satisfactory to Parent the Company and the CompanyBoulevard) that such notation is no longer required under applicable requirements of the Securities Act.

Ordinary Shares. Each UNDERWRITING AGREEMENT ------------------- Philadelphia, Pennsylvania ________ __, 2003 JANNEY MONTGOMERY SCOTT LLC WELLS FARGO SECURITIES, LLC As Reprexxxxxxxxxx xx xxx Xxxxxxx Xxxerwrixxxx Named in Schedule I hereto c/o Janney Montgomery Scott LLC 1801 Market Street Philadelphia, PA 19103 Ladiex xxx Xxxxxxxxx: Xxxxxxxxxxxx Xxxxx Xx. Xxx., a Cayman Islands corporation ("CWCO"), proposes, subject to the terms and conditions stated herein, to sell to the several Underwriters named in Schedule I hereto (the "Underwriters"), for whom Janney Montgomery Scott LLC and Wells Fargo Securities, LLC are servinx xx Xexxxxxxxxxxxxx (xhe "Reprexxxxxtives"), an aggregate of the Parent, the Company and the Exchanging Shareholders acknowledge and agree that all Reciprocal Ordinary Shares issued pursuant to this Agreement shall be issued and registered in the Parents register of members. In connection with the issuance of Reciprocal 1,200,000 Ordinary Shares, par value CI$1.00 per share (the Parent"Ordinary Shares") of CWCO, and the person named in Schedule II hereto (the "Selling Shareholder") proposes, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of 567,662 Ordinary Shares. The Ordinary Shares to be sold to the Underwriters by CWCO and the Selling Shareholder are referred to herein as the "Firm Shares." The respective amounts of the Firm Shares to be purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Firm Shares shall be offered to the public at a public offering price of $__ per Firm Share (the "Offering Price"). In order to cover over-allotments in the sale of the Firm Shares, the Company and the Exchanging Shareholders acknowledge the following notation (or a similar notation) may be placed in the Parent’s register of members: “THE RECIPROCAL ORDINARY SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM PURSUANT TO APPLICABLE LAW. ANY OFFER, SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THIS SECURITY IN A TRANSACTION THAT IS NOT REGISTERED UNDER THE SECURITIES ACT IS SUBJECT TO THE COMPANY’S RIGHT TO REQUIRE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO THE COMPANY.” If such notation has been placed in the Parent’s register of members, the Parent shallUnderwriters may, at the request Underwriters' election and subject to the terms and conditions stated herein, purchase ratably in proportion to the amounts set forth opposite their respective names in Schedule I hereto, for the Underwriters' own accounts up to 265,150 additional shares of an Exchanging ShareholderOrdinary Shares from CWCO. Such 265,150 additional shares of Ordinary Shares are referred to herein as the "Optional Shares." If any Optional Shares are purchased, remove or caused the Optional Shares shall be purchased for offering to the public at the Offering Price and in accordance with the terms and conditions set forth herein. The Firm Shares and the Optional Shares are referred to collectively herein as the "Shares." CWCO, the Selling Shareholder and the Underwriters, intending to be removed from such register the notation described in this Section 6.1(a)legally bound, if it is reasonably satisfied (based upon opinion of counsel addressed to Parent reasonably satisfactory to Parent and the Company, or in the case of an Exchanging Shareholder proposing to transfer such securities, pursuant to Rule 144(b)(1) of the Securities Act, a customary certificate addressed to Parent confirming compliance with such exemptions, reasonably satisfactory to Parent and the Company) that such notation is no longer required under applicable requirements of the Securities Act.hereby confirm their agreement as follows:

Ordinary Shares. Each (A) The issuance and allotment of the ParentOrdinary Shares and the Securities to be issued under the ADS Lending Agreements have been duly authorized and such Ordinary Shares when issued, will be duly authorized, validly issued, fully paid and non-assessable and will not be subject to any call for the payment of further capital and will rank pari passu with other Ordinary Shares including, without limitation, as to entitlement to dividends, and will be free and clear of any security interest, mortgage, pledge, lien, charge, claim or encumbrance of any kind; there are no restrictions on subsequent transfers of the Ordinary Shares or Securities under the laws of the PRC, Cayman Islands, or United States except as described in the Disclosure Package, the Prospectus and the Registration Statement. As of the date hereof, the Company has authorized and issued capitalization as set forth in the sections of the Disclosure Package, the Prospectus and the Exchanging Shareholders acknowledge Registration Statement under the headings “Capitalization” and agree that all Reciprocal Ordinary Shares issued pursuant to this Agreement shall be issued and registered in “Description of Share Capital” and, as of the Parents register of members. In connection with the issuance of Reciprocal Ordinary Shares, the ParentClosing Date, the Company shall have authorized and outstanding capitalization as set forth in the sections of the Disclosure Package, the Prospectus and the Exchanging Shareholders acknowledge Registration Statement under the following notation headings “Capitalization” and “Description of Share Capital.” (or a similar notationB) may be placed Except as described in the Parent’s register of members: “THE RECIPROCAL ORDINARY SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM PURSUANT TO APPLICABLE LAW. ANY OFFER, SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THIS SECURITY IN A TRANSACTION THAT IS NOT REGISTERED UNDER THE SECURITIES ACT IS SUBJECT TO THE COMPANY’S RIGHT TO REQUIRE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO THE COMPANY.” If such notation has been placed in the Parent’s register of membersDisclosure Package, the Parent shallProspectus and the Registration Statement, at there are (i) no outstanding securities issued by the request of an Exchanging ShareholderCompany convertible into or exchangeable for, remove rights, warrants or caused options to be removed acquire from such register the notation described in this Section 6.1(a), if it is reasonably satisfied (based upon opinion of counsel addressed to Parent reasonably satisfactory to Parent and the Company, or in the case of an Exchanging Shareholder proposing to transfer such securities, pursuant to Rule 144(b)(1) obligations of the Securities ActCompany to issue, a customary certificate addressed Ordinary Shares or any of the share capital of the Company, and (ii) no outstanding rights, warrants or options to Parent confirming compliance with such exemptionsacquire, reasonably satisfactory to Parent or instruments convertible into or exchangeable for, any share capital of, or any direct interest in, any of the Company’s Subsidiaries and the Company) that such notation is no longer required under applicable requirements of the Securities ActAffiliated Entity.

Ordinary Shares. Each of the ParentCompany, the Company Boulevard and the Exchanging Shareholders acknowledge and agree that all Reciprocal Ordinary Shares issued pursuant to this Agreement shall be issued and registered in the Parents Company's register of members. In connection with the issuance of Reciprocal Ordinary Shares, the ParentCompany, the Company Boulevard and the Exchanging Shareholders acknowledge the following notation (or a similar notation) may be placed in the Parent’s Company's register of members: “"THE RECIPROCAL ORDINARY SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “"SECURITIES ACT”"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM PURSUANT TO APPLICABLE LAW. ANY OFFER, SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THIS SECURITY IN A TRANSACTION THAT IS NOT REGISTERED UNDER THE SECURITIES ACT IS SUBJECT TO THE COMPANY’S BOULEVARD'S RIGHT TO REQUIRE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO THE COMPANYBOULEVARD.” " If such notation has been placed in the Parent’s Company's register of members, the Parent Company shall, at the request of an Exchanging Shareholder, remove or caused to be removed from such register the notation described in this Section 6.1(a), if it is reasonably satisfied (based upon opinion of counsel addressed to Parent the Company reasonably satisfactory to Parent the Company and the CompanyBoulevard, or in the case of an Exchanging Shareholder proposing to transfer such securities, pursuant to Rule 144(b)(1) of the Securities Act, a customary certificate addressed to Parent the Company confirming compliance with such exemptions, reasonably satisfactory to Parent the Company and the CompanyBoulevard) that such notation is no longer required under applicable requirements of the Securities Act.