(a) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Company agrees to issue and sell to the Buyer, and the Buyer agrees to purchase from the Company, the number of newly issued Ordinary Shares (the Purchased Shares ) as determined in accordance with Section 2.1(c), and including any additional Ordinary Shares issued in accordance with Sections 5.4(c) and 10.11, free and clear of any Liens, other than transfer restrictions under applicable securities Laws, Liens under the Shareholders Agreement, the Amended and Restated Memorandum and Articles and Liens resulting from actions of the Buyer. The aggregate cash purchase price for the Purchased Shares shall be $262,493,543.32 (the Purchase Price ), as adjusted pursuant to Sections 2.1(c), 5.4(c) and 10.11 (and for the avoidance of doubt, additional Ordinary Shares may be issued in consideration therefor in accordance with Sections 5.4(c) and 10.11), which has been calculated based on the sources and uses set forth on Annex E (the Sources and Uses Schedule ).