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Deutsche
Lufthansa Aktiengesellschaft
Von-Gablenz-Strasse 2-6
50679 Köln
Germany
JetBlue Airways
Corporation, a Delaware corporation (the “ Company
”), proposes to enter into an underwriting agreement to be
dated on or around June 3, 2009 (the “ Underwriting
Agreement ”) with Morgan Stanley & Co. Incorporated
(the “ Underwriter ”) providing for the public
offering (the “ Offering ”) of approximately
$100.0 million of shares of the Company’s common stock,
par value $0.01 per share (the “ Common Stock
”). The Company also proposes to issue and sell to the
Underwriter additional shares of the Common Stock (the “
Additional Securities ”), if and to the extent that
the Underwriter shall have determined to exercise the right to
purchase such Additional Securities granted to the Underwriter in
Section 2 of the Underwriting Agreement (the “ Underwriter
Option ”). Capitalized terms not defined herein have the
meanings ascribed to them in the Underwriting Agreement.
The Company hereby
grants Lufthansa an option (the “ Option ”) to
purchase up to 15.6% of the shares (the “ Option
Shares ”) of Common Stock that the Company would have
otherwise provided to the Underwriter as part of the Underwriter
Option, but only to the extent that the Underwriter exercises the
Underwriter Option. The Option is exercisable at any time, in whole
or in part, during each period commencing when, pursuant to the
Underwriting Agreement, the Underwriter exercises, in whole or in
part, its Underwriter Option and ending at the close of business on
the Business Day immediately prior to the Option Closing Date
relating to such exercise (each such period, an “ Option
Period ”). The Company hereby grants Lufthansa an Option
in connection with each exercise of the Underwriter
Option.
The exercise price
for each share of Common Stock purchased under the Option (the
“ Exercise Price ”) shall be the price per share
paid by the public in the Offering. If Luf
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