Common use of Holdback Agreement Clause in Contracts

Holdback Agreement. If (i) during the Effectiveness Period, the Company shall file a registration statement (other than in connection with the registration of securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Act) with respect to an underwritten public offering of the Company’s Ordinary Shares or securities convertible into, or exchangeable or exercisable for, such securities, (ii) with reasonable prior notice, the managing underwriter or underwriters advises the Company in writing (in which case the Company shall notify the Shareholder) that a public sale or distribution of Registrable Securities would materially adversely impact such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer of the Company and each other person who has been granted registration rights by the Company, then the Shareholder shall, to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Securities during the ten (10) days prior to the effective date of such registration statement and until the earliest of (A) sixty (60) days from the effective date of such registration statement; provided, that if the underwriter, in its reasonable judgment, advises the Company that a period of sixty days from the effective date is too short, this sixty day period may be extended by the Company at the direction of the underwriter by up to an aggregate of 30 days or (B) the abandonment of such offering (each such period, including any such permitted extensions thereof, a “Hold Back Period”). Notwithstanding the foregoing, any obligations of the Shareholder under this Section 2 shall terminate in the event that the Company or any underwriter terminates, releases or waives, in whole of in part, the holdback agreements with respect to the Company, any executive officer of the Company or any such other person who has been granted registration rights by the Company.

Holdback Agreement. If (i) during the Effectiveness Period, the Company shall file a registration ------------------ statement (other than in connection with the registration of securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Act) with respect to an underwritten public offering of the Company’s Ordinary Shares Common Stock or similar securities or securities convertible into, or exchangeable or exercisable for, such securities, securities and (ii) with reasonable prior notice, the Company (in the case of a nonunderwritten public offering by the Company pursuant to such registration statement) advises the Holders in writing that a public sale or distribution of Registrable Shares would materially adversely affect such offering or the managing underwriter or underwriters (in the case of an underwritten public offering by the Company pursuant to such registration statement) advises the Company in writing (in which case the Company shall notify the ShareholderHolders) that a public sale or distribution of Registrable Securities Shares would materially adversely have material adverse impact on such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer of the Company and each other person who has been granted registration rights by the Companyoffering, then the Shareholder each Holder shall, to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Securities Shares during the ten (10) 10 days prior to the effective date of such registration statement and until the earliest of (A) sixty the abandonment of such offering, (60B) 90 days from the effective date of such registration statement; providedstatement and (C) if such offering is an underwritten offering, that if the underwriter, termination of any "hold back" period obtained by the underwriter or underwriters in its reasonable judgment, advises such offering from the Company that a period of sixty days from the effective date is too short, this sixty day period may be extended by the Company at the direction of the underwriter by up to an aggregate of 30 days or (B) the abandonment of such offering in connection therewith (each such period, including any such permitted extensions thereof, a “"Hold Back Period”"). Notwithstanding the foregoing, any obligations of the Shareholder under this Section 2 shall terminate in the event that the Company or any underwriter terminates, releases or waives, in whole of in part, the holdback agreements with respect to the Company, any executive officer of the Company or any such other person who has been granted registration rights by the Company.----------------

Holdback Agreement. If (i) during the Effectiveness Period, the Company shall file a registration statement (other than in connection with the registration of securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Act) with respect to an underwritten public offering of the Company’s Ordinary Shares Common Stock or similar securities or securities convertible into, or exchangeable or exercisable for, such securities, securities and (ii) with reasonable prior notice, the Company (in the case of a nonunderwritten public offering by the Company pursuant to such registration statement) advises the Holders in writing that a public sale or distribution of such Registrable Shares would materially adversely affect such offering or the managing underwriter or underwriters (in the case of an underwritten public offering by the Company pursuant to such registration statement) advises the Company in writing (in which case the Company shall notify the ShareholderHolders) that a public sale or distribution of Registrable Securities Shares would materially adversely impact such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer of the Company and each other person who has been granted registration rights by the Companyoffering, then the Shareholder each Holder shall, to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Securities Shares during the ten (10) 10 days prior to the effective date of such registration statement and until the earliest of (A) sixty the abandonment of such offering, (60B) 90 days from the effective date of such registration statement; providedstatement and (C) if such offering is an underwritten offering, that if the underwriter, termination in its reasonable judgment, advises whole or in part of any "hold back" period obtained by the underwriter or underwriters in such offering from the Company that a period of sixty days from the effective date is too short, this sixty day period may be extended by the Company at the direction of the underwriter by up to an aggregate of 30 days or (B) the abandonment of such offering in connection therewith (each such period, including any such permitted extensions thereof, a “"Hold Back Period”"). Notwithstanding the foregoing, any obligations of the Shareholder under this Section 2 shall terminate in the event that the Company or any underwriter terminates, releases or waives, in whole of in part, the holdback agreements with respect to the Company, any executive officer of the Company or any such other person who has been granted registration rights by the Company.

Holdback Agreement. If (i) during the Effectiveness Period, the Company shall file a registration statement (other than in connection with the registration of securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Act) with respect to an underwritten public offering of the Company’s Ordinary Shares Common Stock or similar securities or securities convertible into, or exchangeable or exercisable for, such securities, securities and (ii) with reasonable prior notice, the Company (in the case of a nonunderwritten public offering by the Company pursuant to such registration statement) advises the Holders in writing that a public sale or distribution of such Registrable Shares would materially adversely affect such offering or the managing underwriter or underwriters (in the case of an underwritten public offering by the Company pursuant to such registration statement) advises the Company in writing (in which case the Company shall notify the ShareholderHolders with a copy of such underwriter's notice) that a public sale or distribution of Registrable Securities Shares would materially adversely impact such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer of the Company and each other person who has been granted registration rights by the Companyoffering, then the Shareholder each Holder shall, to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Securities Shares during the ten (10) days prior to the effective date of such registration statement and until the earliest of (A) sixty the abandonment of such offering, (60B) 180 days from after the effective date of such registration statement; providedstatement and (C) if such offering is an underwritten offering, that if the underwriter, termination in its reasonable judgment, advises whole or in part of any "hold back" period obtained by the underwriter or underwriters in such offering from the Company that a period of sixty days from the effective date is too short, this sixty day period may be extended by the Company at the direction of the underwriter by up to an aggregate of 30 days or (B) the abandonment of such offering in connection therewith (each such period, including any such permitted extensions thereof, a “"Hold Back Period”"). Notwithstanding , provided, that the foregoing, any obligations Holder shall be under no such obligation unless each other beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of at least 5% of the Shareholder under this Section 2 shall terminate in the event that the Company or any underwriter terminates, releases or waives, in whole of in part, the holdback agreements with respect to the Company, any 's Common Stock and each director and executive officer of the Company or also agrees to refrain from effecting any such other person who has been granted registration rights by the Companypublic sale or distribution.

Holdback Agreement. If (i) during the Effectiveness Period, the Company shall file a registration statement (other than in connection with the registration of securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Act) with respect to an underwritten public offering of the Company’s Ordinary Shares Common Stock or similar securities or securities convertible into, or exchangeable or exercisable for, such securities, securities and (ii) with reasonable prior notice, the Company (in the case of a nonunderwritten public offering by the Company pursuant to such registration statement) advises the Holders in writing that a public sale or distribution of such Registrable Shares would materially adversely affect such offering or the managing underwriter or underwriters (in the case of an underwritten public offering by the Company pursuant to such registration statement) advises the Company in writing (in which case the Company shall notify the ShareholderHolders) that a public sale or distribution of Registrable Securities Shares would materially adversely impact such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer of the Company and each other person who has been granted registration rights by the Companyoffering, then the Shareholder each Holder shall, to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Securities Shares during the ten (10) days prior to the effective date of such registration statement and until the earliest of (A) sixty the abandonment of such offering, (60B) 90 days from the effective date of such registration statement; providedstatement and (C) if such offering is an underwritten offering, that if the underwriter, termination in its reasonable judgment, advises whole or in part of any "hold back" period obtained by the underwriter or underwriters in such offering from the Company that a period of sixty days from the effective date is too short, this sixty day period may be extended by the Company at the direction of the underwriter by up to an aggregate of 30 days or (B) the abandonment of such offering in connection therewith (each such period, including any such permitted extensions thereof, a “"Hold Back Period”"). Notwithstanding the foregoing, any obligations of the Shareholder under this Section 2 shall terminate in the event that the Company or any underwriter terminates, releases or waives, in whole of in part, the holdback agreements with respect to the Company, any executive officer of the Company or any such other person who has been granted registration rights by the Company.

Holdback Agreement. If (i) during the Effectiveness Period, the Company shall file a registration statement (other than a registration statement on Form S-4 or S-8 or any successor form for securities to be offered solely in connection with the registration of securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the a type specified referred to in Rule 145(a) 145 under the Securities Act) with respect Act or to an underwritten public offering employees of the Company’s Ordinary Shares Company pursuant to employee benefit plans or securities convertible intodividend reinvestment plans) and, or exchangeable or exercisable for, such securities, (ii) with reasonable prior notice, the Company (in the case of a non-underwritten Public Offering by the Company pursuant to such registration statement) advises the Holders in writing that a public sale or distribution of Registrable Securities would materially adversely affect such offering, or the managing underwriter or underwriters advises underwriter(s) (in the case of an underwritten Public Offering by the Company pursuant to such registration statement) advise the Company in writing (in which case the Company shall notify the ShareholderHolders with a copy of such underwriter’s notice) that a public sale or distribution of Registrable Securities would materially adversely impact such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer of the Company and each other person who has been granted registration rights by the CompanyPublic Offering, then the Shareholder Holders shall, to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Securities during the ten (10) days prior to the effective date of such registration statement and until the earliest of (Aa) sixty the abandonment of such Public Offering, (60b) ninety (90) days from after the effective date of such registration statement; providedstatement and (c) if such Public Offering is an underwritten Public Offering, that if the underwriter, termination in its reasonable judgment, advises whole or in part of any “hold back” period obtained by the underwriter(s) in such Public Offering from the Company that a period of sixty days from the effective date is too short, this sixty day period may be extended by the Company at the direction of the underwriter by up to an aggregate of 30 days or (B) the abandonment of such offering (each such period, including any such permitted extensions thereof, a “Hold Back Period”). Notwithstanding the foregoing, any obligations of the Shareholder under this Section 2 shall terminate in the event that the Company or any underwriter terminates, releases or waives, in whole of in part, the holdback agreements with respect to the Company, any executive officer of the Company or any such other person who has been granted registration rights by the Companyconnection therewith.

Holdback Agreement. If (i) during the Effectiveness Period, the Company shall file a registration statement (other than in connection with the registration of securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Act) with respect to an underwritten public offering of the Company’s Ordinary Shares Common Stock or similar securities or securities convertible into, or exchangeable or exercisable for, such securities, securities and (ii) with reasonable prior notice, the Company (in the case of a nonunderwritten public offering by the Company pursuant to such registration statement) advises the Holders in writing that a public sale or distribution of such Registrable Shares would materially adversely affect such offering or the managing underwriter or underwriters (in the case of an underwritten public offering by the Company pursuant to such registration statement) advises the Company in writing (in which case the Company shall notify the ShareholderHolders with a copy of such underwriter's notice) that a public sale or distribution of Registrable Securities Shares would materially adversely impact such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer of the Company and each other person who has been granted registration rights by the Companyoffering, then the Shareholder each Holder shall, to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Securities Shares during the ten (10) days prior to the effective date of such registration statement and until the earliest of (A) sixty the abandonment of such offering, (60B) 180 days from after the effective date of such registration statement; provided, that statement and (C) if the underwriter, in its reasonable judgment, advises the Company that a period of sixty days from the effective date is too short, this sixty day period may be extended by the Company at the direction of the underwriter by up to an aggregate of 30 days or (B) the abandonment of such offering (each such period, including any such permitted extensions thereof, a “Hold Back Period”). Notwithstanding the foregoing, any obligations of the Shareholder under this Section 2 shall terminate in the event that the Company or any underwriter terminates, releases or waives, in whole of in partis an underwritten offering, the holdback agreements with respect to the Company, any executive officer of the Company or any such other person who has been granted registration rights by the Company.termination in

Holdback Agreement. If (i) during the Effectiveness Period, the Company shall file a registration statement (other than in connection with the registration of securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Act) with respect to an underwritten public offering of the Company’s Ordinary Shares Common Stock or similar securities or securities convertible into, or exchangeable or exercisable for, such securities, securities and (ii) with reasonable prior notice, the Company (in the case of a nonunderwritten public offering by the Company pursuant to such registration statement) advises the Holders in writing that a public sale or distribution of such Registrable Shares would materially adversely affect such offering or the managing underwriter or underwriters (in the case of an underwritten public offering by the Company pursuant to such registration statement) advises the Company in writing (in which case the Company shall notify the ShareholderHolders) that a public sale or distribution of Registrable Securities Shares would materially adversely impact such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer of the Company and each other person who has been granted registration rights by the Companyoffering, then the Shareholder each Holder shall, to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Securities Shares during the ten (10) days prior to the effective date of such registration statement and until the earliest of (A) sixty the abandonment of such offering, (60B) one hundred and twenty (120) days from the effective date of such registration statement; providedstatement and (C) if such offering is an underwritten offering, that if the underwriter, termination in its reasonable judgment, advises whole or in part of any "hold back" period obtained by the underwriter or underwriters in such offering from the Company that a period of sixty days from the effective date is too short, this sixty day period may be extended by the Company at the direction of the underwriter by up to an aggregate of 30 days or (B) the abandonment of such offering in connection therewith (each such period, including any such permitted extensions thereof, a “"Hold Back Period”"). Notwithstanding the foregoing, any obligations of the Shareholder under this Section 2 shall terminate in the event that the Company or any underwriter terminates, releases or waives, in whole of in part, the holdback agreements with respect to the Company, any executive officer of the Company or any such other person who has been granted registration rights by the Company.

Holdback Agreement. If (i) during the Effectiveness Period, the Company shall file a registration statement Registration Statement (other than in connection with the registration Registration of securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Act) with respect to an underwritten public offering of the Company’s Ordinary Shares Common Stock or similar securities or securities convertible into, or exchangeable or exercisable for, such securities, securities and (ii) with reasonable prior notice, the Company (in the case of a non-underwritten public offering by the Company pursuant to such Registration Statement) advises the Investor in writing that a public sale or distribution of such Registrable Shares would materially adversely affect such offering or the managing underwriter or underwriters (in the case of an underwritten public offering by the Company pursuant to such Registration Statement) advises the Company in writing (in which case the Company shall notify the ShareholderInvestor) that a public sale or distribution of Registrable Securities Shares would materially adversely impact such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer of the Company and each other person who has been granted registration rights by the Companyoffering, then the Shareholder each Investor shall, to the extent not inconsistent with applicable law, refrain from from, and agree in a writing to the Company and the underwriter or underwriters to refrain from, effecting any public sale or distribution of Registrable Securities Shares during the ten (10) days prior to the effective date of such registration statement Registration Statement and until the earliest of of: (A) sixty the abandonment of such offering, (60B) ninety (90) days from the effective date of such registration statement; providedRegistration Statement and (C) if such offering is an underwritten offering, that if the underwriter, termination in its reasonable judgment, advises whole or in part of any “hold back” period obtained by the underwriter or underwriters in such offering from the Company that a period of sixty days from the effective date is too short, this sixty day period may be extended by the Company at the direction of the underwriter by up to an aggregate of 30 days or (B) the abandonment of such offering in connection therewith (each such period, including any such permitted extensions thereof, a “Hold Back Holdback Period”). Notwithstanding the foregoing, any obligations of the Shareholder under this Section 2 shall terminate in the event that the Company or any underwriter terminates, releases or waives, in whole of in part, the holdback agreements with respect to the Company, any executive officer of the Company or any such other person who has been granted registration rights by the Company.

Holdback Agreement. If (i) during the Effectiveness Period, the Company shall file a registration statement (other than in connection with the registration of securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Act) with respect to an underwritten public offering of the Company’s Ordinary Shares Common Stock or similar securities or securities convertible into, or exchangeable or exercisable for, such securities, securities and (ii) with reasonable prior notice, the Company (in the case of a nonunderwritten public offering by the Company pursuant to such registration statement) advises the Holders in writing that a public sale or distribution of Registrable Shares would materially adversely affect such offering or the managing underwriter or underwriters (in the case of an underwritten public offering by the Company pursuant to such registration statement) advises the Company in writing (in which case the Company shall notify the ShareholderHolders) that a public sale or distribution of Registrable Securities Shares would materially adversely impact have a significant adverse effect on the price, timing or distribution of such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer of the Company and each other person who has been granted registration rights by the Companyoffering, then the Shareholder each Holder shall, to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Securities Shares during the ten (10) 7 days prior to the effective date of such registration statement and until the earliest of (A) sixty the abandonment of such offering, (60B) 120 days from the effective date of such registration statement; providedstatement and (C) if such offering is an Underwritten Offering, that if the underwriter, termination of any "hold back" period obtained by the underwriter or underwriters in its reasonable judgment, advises such offering from the Company that a period of sixty days from the effective date is too short, this sixty day period may be extended by the Company at the direction of the underwriter by up to an aggregate of 30 days or (B) the abandonment of such offering in connection therewith (each such period, including any such permitted extensions thereof, a “"Hold Back Period”"). Notwithstanding the foregoing, any obligations of the Shareholder under this Section 2 shall terminate in the event that the Company or any underwriter terminates, releases or waives, in whole of in part, the holdback agreements with respect to the Company, any executive officer of the Company or any such other person who has been granted registration rights by the Company.

Holdback Agreement. If (i) during the Effectiveness Period, the Company shall file a registration statement (other than in connection with the registration of securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Act) with respect to an underwritten public offering of the Company’s Ordinary Shares Common Stock or similar securities or securities convertible into, or exchangeable or exercisable for, such securities, securities and (ii) with reasonable prior notice, the Company (in the case of a nonunderwritten public offering by the Company pursuant to such registration statement) advises the Holders in writing that a public sale or distribution of such Registrable Shares would materially adversely affect such offering or the managing underwriter or underwriters advises (in the case of an underwritten public offering by the Company pursuant to such registration statement) advise the Company in writing (in which case the Company shall notify the ShareholderHolders with a copy of such underwriter's notice) that a public sale or distribution of Registrable Securities Shares would materially adversely impact such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer of the Company and each other person who has been granted registration rights by the Companyoffering, then the Shareholder each Holder shall, to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Securities Shares during the ten (10) 30 days prior to the effective date of such registration statement and until the earliest of (A) sixty the abandonment of such offering, (60B) 90 days from after the effective date of such registration statement; providedstatement and (C) if such offering is an underwritten offering, that if the underwriter, termination in its reasonable judgment, advises whole or in part of any "hold back" or "lock up" period obtained by the underwriter or underwriters in such offering from the Company that a period of sixty days from the effective date is too short, this sixty day period may be extended by the Company at the direction of the underwriter by up to an aggregate of 30 days or (B) the abandonment of such offering in connection therewith (each such period, including any such permitted extensions thereof, a “"Hold Back Period”"). Notwithstanding the foregoing, any obligations of the Shareholder under this Section 2 shall terminate in the event provided, that the Company or any underwriter terminatesHolder shall be under no such obligation unless each director, releases or waives, officer and beneficial owner (as defined in whole Rule 13d-3 under the Exchange Act) of in part, the holdback agreements with respect to the Company, any executive officer at least 5% of the Company or any such other person who has been granted registration rights by the Company.the

Holdback Agreement. If (i) during the Effectiveness Period, the Company shall file a registration ------------------ statement (other than in connection with the registration of securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Act) with respect to an underwritten public offering of the Company’s Ordinary Shares Common Stock or similar securities or securities convertible into, or exchangeable or exercisable for, such securities, securities and (ii) with reasonable prior notice, the Company (in the case of a nonunderwritten public offering by the Company pursuant to such registration statement) advises the Holders in writing that a public sale or distribution of Registrable Shares would materially adversely affect such offering or the managing underwriter or underwriters (in the case of an underwritten public offering by the Company pursuant to such registration statement) advises the Company in writing (in which case the Company shall notify the ShareholderHolders) that a public sale or distribution of Registrable Securities Shares would materially adversely have material adverse impact on such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer of the Company and each other person who has been granted registration rights by the Companyoffering, then the Shareholder each Holder shall, to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Securities Shares during the ten (10) 10 days prior to the effective date of such registration statement and until the earliest of (A) sixty the abandonment of such offering, (60B) 90 days from the effective date of such registration statement; providedstatement and (C) if such offering is an underwritten offering, that if the underwriter, termination of any "hold back" period obtained by the underwriter or underwriters in its reasonable judgment, advises such offering from the Company that a period of sixty days from the effective date is too short, this sixty day period may be extended by the Company at the direction of the underwriter by up to an aggregate of 30 days or (B) the abandonment of such offering in connection therewith (each such period, including any such permitted extensions thereof, a “"Hold Back Period”"). Notwithstanding ; provided that the foregoing, any obligations Hold Back Period shall not be more than ---------------- ------------- 180 days in the case of an "Initial Public Offering" of the Shareholder under this Section 2 shall terminate Company's Common Stock and not more than 90 days in the event that the Company or case of any underwriter terminates, releases or waives, in whole of in part, the holdback agreements with respect to the Company, any executive officer of the Company or any such other person who has been granted registration rights by the Companypublic offering.

Holdback Agreement. If (i) during the Effectiveness Period, the Company shall file a registration statement (other than in connection with the registration of securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Act) with respect to an underwritten public offering of the Company’s Ordinary Shares Common Stock or similar securities or securities convertible into, or exchangeable or exercisable for, such securities, securities and (ii) with reasonable prior notice, the Company (in the case of a non- underwritten public offering by the Company pursuant to such registration statement) advises the Holders in writing that a public sale or distribution of such Registrable Shares would materially adversely affect such offering or the managing underwriter or underwriters (in the case of an underwritten public offering by the Company pursuant to such registration statement) advises the Company in writing (in which case the Company shall notify the ShareholderHolders) that a public sale or distribution of Registrable Securities Shares would materially adversely impact such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer of the Company and each other person who has been granted registration rights by the Companyoffering, then the Shareholder each Holder shall, to the extent not inconsistent with applicable law, refrain from from, and agree in a writing to the Company and the underwriter or underwriters to refrain from, effecting any public sale or distribution of Registrable Securities Shares during the ten (10) days prior to the effective date of such registration statement and until the earliest of (A) sixty the abandonment of such offering, (60B) 90 days from the effective date of such registration statement; providedstatement and (C) if such offering is an underwritten offering, that if the underwriter, termination in its reasonable judgment, advises whole or in part of any "hold back" period obtained by the underwriter or underwriters in such offering from the Company that a period of sixty in connection therewith but in no event longer than 120 days from the effective date is too short, this sixty day period may be extended by the Company at the direction of the underwriter by up to an aggregate of 30 days or (B) the abandonment of such offering (each such period, including any such permitted extensions thereof, a “Hold Back "Holdback Period”"). Notwithstanding the foregoing, any obligations of the Shareholder under this Section 2 shall terminate in the event that the Company or any underwriter terminates, releases or waives, in whole of in part, the holdback agreements with respect to the Company, any executive officer of the Company or any such other person who has been granted registration rights by the Company.

Holdback Agreement. If (i) during the Effectiveness Period, the Company shall file a registration statement (other than in connection with the registration of securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Act) with respect to an underwritten public offering of the Company’s Ordinary Shares Common Stock or similar securities or securities convertible into, or exchangeable or exercisable for, such securities, securities and (ii) with reasonable prior notice, the Company (in the case of a non-underwritten public offering by the Company pursuant to such registration statement) advises the Investors in writing that a public sale or distribution of such Registrable Shares would materially adversely affect such offering or the managing underwriter or underwriters (in the case of an underwritten public offering by the Company pursuant to such registration statement) advises the Company in writing (in which case the Company shall notify the ShareholderInvestors) that a public sale or distribution of Registrable Securities Shares would materially adversely impact such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer of the Company and each other person who has been granted registration rights by the Companyoffering, then the Shareholder each Investor shall, to the extent not inconsistent with applicable law, refrain from from, and agree in a writing to the Company and the underwriter or underwriters to refrain from, effecting any public sale or distribution of Registrable Securities Shares during the ten (10) days prior to the effective date of such registration statement and until the earliest of (A) sixty the abandonment of such offering, (60B) ninety (90) days from the effective date of such registration statement; providedstatement and (C) if such offering is an underwritten offering, that if the underwriter, termination in its reasonable judgment, advises whole or in part of any "hold back" period obtained by the underwriter or underwriters in such offering from the Company that a period of sixty days from the effective date is too short, this sixty day period may be extended by the Company at the direction of the underwriter by up to an aggregate of 30 days or (B) the abandonment of such offering in connection therewith (each such period, including any such permitted extensions thereof, a “Hold Back "Holdback Period”"). Notwithstanding the foregoing, any obligations of the Shareholder under this Section 2 shall terminate in the event that the Company or any underwriter terminates, releases or waives, in whole of in part, the holdback agreements with respect to the Company, any executive officer of the Company or any such other person who has been granted registration rights by the Company.

Holdback Agreement. If (i) during the Effectiveness Period, the Company shall file a registration statement (other than in connection with the registration of securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Act) with respect to an underwritten public offering of the Company’s Ordinary Shares Common Stock or similar securities or securities convertible into, or exchangeable or exercisable for, such securities, securities and (ii) with reasonable prior notice, the Company (in the case of a non-underwritten public offering by the Company pursuant to such registration statement) advises the Holders in writing that a public sale or distribution of such Registrable Shares would materially adversely affect such offering or the managing underwriter or underwriters (in the case of an underwritten public offering by the Company pursuant to such registration statement) advises the Company in writing (in which case the Company shall notify the ShareholderHolders) that a public sale or distribution of Registrable Securities Shares would materially adversely impact such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer of the Company and each other person who has been granted registration rights by the Companyoffering, then the Shareholder each Holder shall, to the extent not inconsistent with applicable law, refrain from from, and agree in a writing to the Company and the underwriter or underwriters to refrain from, effecting any public sale or distribution of Registrable Securities Shares during the ten (10) days prior to the effective date of such registration statement and until the earliest of (A) sixty the abandonment of such offering, (60B) 90 days from the effective date of such registration statement; providedstatement and (C) if such offering is an underwritten offering, that if the underwriter, termination in its reasonable judgment, advises whole or in part of any "hold back" period obtained by the underwriter or underwriters in such offering from the Company that a period of sixty in connection therewith but in no event longer than 180 days from the effective date is too short, this sixty day period may be extended by the Company at the direction of the underwriter by up to an aggregate of 30 days or (B) the abandonment of such offering (each such period, including any such permitted extensions thereof, a “Hold Back "Holdback Period”"). Notwithstanding the foregoing, any obligations of the Shareholder under this Section 2 shall terminate in the event that the Company or any underwriter terminates, releases or waives, in whole of in part, the holdback agreements with respect to the Company, any executive officer of the Company or any such other person who has been granted registration rights by the Company.

Holdback Agreement. If If (i) during the Effectiveness Period, the Company shall file a registration statement (other than in connection with the registration of securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Act) with respect to an underwritten public offering of the Company’s Ordinary Shares Common Stock or similar securities or securities convertible into, or exchangeable or exercisable for, such securities, securities and (ii) with reasonable prior noticethe Company (in the case of a nonunderwritten public offering by the Company pursuant to such registration statement) advises the Holders in writing that a public sale or distribution of Registrable Shares would materially adversely affect such offering, or the managing underwriter or underwriters (in the case of an underwritten public offering by the Company pursuant to such registration statement) advises the Company in writing (in which case the Company shall notify the ShareholderHolders) that a public sale or distribution of Registrable Securities Shares would materially adversely have material adverse impact on such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer of the Company and each other person who has been granted registration rights by the Companyoffering, then the Shareholder each Holder shall, to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Securities Shares during the ten (10) 10 days prior to the effective date of such registration statement and until the earliest of (A) sixty the abandonment of such offering, (60B) 90 days from the effective date of such registration statement; providedstatement and (C) if such offering is an underwritten offering, that if the underwriter, termination of any "hold back" period obtained by the underwriter or underwriters in its reasonable judgment, advises such offering from the Company that a period of sixty days from the effective date is too short, this sixty day period may be extended by the Company at the direction of the underwriter by up to an aggregate of 30 days or (B) the abandonment of such offering in connection therewith (each such period, including any such permitted extensions thereof, a “"Hold Back Period”"). Notwithstanding the foregoing, any obligations of the Shareholder under this Section 2 shall terminate in the event that the Company or any underwriter terminates, releases or waives, in whole of in part, the holdback agreements with respect to the Company, any executive officer of the Company or any such other person who has been granted registration rights by the Company.----------------

Holdback Agreement. If (i) during the Effectiveness Period, the Company shall file a registration statement (other than in connection with the registration of securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Act) with respect to an underwritten public offering of the Company’s Ordinary Shares Common Stock or similar securities or securities convertible into, or exchangeable or exercisable for, such securities, securities and (ii) with reasonable prior notice, the Company (in the case of a nonunderwritten public offering by the Company pursuant to such registration statement) advises the Holders in writing that a public sale or distribution of Registrable Shares would materially adversely affect such offering or the managing underwriter or underwriters (in the case of an underwritten public offering by the Company pursuant to such registration statement) advises the Company in writing (in which case the Company shall notify the ShareholderHolders) that a public sale or distribution of Registrable Securities Shares would materially adversely have material adverse impact on such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer of the Company and each other person who has been granted registration rights by the Companyoffering, then the Shareholder each Holder shall, to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Shares (other than sales under Rule 144 under the Securities Act) during the ten (10) 10 days prior to the effective date of such registration statement and until the earliest of (A) sixty the abandonment of such offering, (60B) 90 days from the effective date of such registration statement; providedstatement and (C) if such offering is an underwritten offering, that if the underwriter, termination of any "hold back" period obtained by the underwriter or underwriters in its reasonable judgment, advises such offering from the Company that a period of sixty days from the effective date is too short, this sixty day period may be extended by the Company at the direction of the underwriter by up to an aggregate of 30 days or (B) the abandonment of such offering in connection therewith (each such period, including any such permitted extensions thereof, a “"Hold Back Period”"). Notwithstanding the foregoing, any obligations of the Shareholder under this Section 2 shall terminate in the event that the Company or any underwriter terminates, releases or waives, in whole of in part, the holdback agreements with respect to the Company, any executive officer of the Company or any such other person who has been granted registration rights by the Company.

Holdback Agreement. If during the Effectiveness Period of a Demand Registration but following the Exclusivity Period of such Registration (other than in respect of any previously issued Linked Shares), (i) during the Effectiveness Period, the Company shall file a registration statement (other than in connection with the registration of securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Act) with respect to an underwritten public offering of the Company’s Ordinary Common Shares or similar securities or securities convertible into, or exchangeable or exercisable for, such securities, securities and (ii) with reasonable prior notice, the Company (in the case of a non-underwritten public offering by the Company pursuant to such registration statement) advises the Investors in writing that a public sale or distribution of such Registrable Shares would materially adversely affect such offering or the managing underwriter or underwriters (in the case of an underwritten public offering by the Company pursuant to such registration statement) advises the Company in writing (in which case the Company shall notify the ShareholderInvestors) that a public sale or distribution of Registrable Securities Shares would materially adversely impact such offering and (iii) the underwriter or underwriters have obtained written holdback agreements from the Company, each executive officer of the Company and each other person who has been granted registration rights by the Companyoffering, then the Shareholder Investors shall, to the extent not inconsistent with applicable law, refrain from effecting any public sale or distribution of Registrable Securities Shares during the ten (10) 10 days prior to the effective date of such registration statement and until the earliest of (A) sixty the abandonment of such offering, (60B) 90 days from the effective date of such registration statement; providedstatement and (C) if such offering is an underwritten offering, that if the underwriter, termination in its reasonable judgment, advises whole or in part of any "hold back" period obtained by the underwriter or underwriters in such offering from the Company that a period of sixty days from the effective date is too short, this sixty day period may be extended by the Company at the direction of the underwriter by up to an aggregate of 30 days or (B) the abandonment of such offering in connection therewith (each such period, including any such permitted extensions thereof, a “"Hold Back Period”"). Notwithstanding the foregoing, any obligations of the Shareholder under this Section 2 shall terminate in the event that the Company or any underwriter terminates, releases or waives, in whole of in part, the holdback agreements with respect to the Company, any executive officer of the Company or any such other person who has been granted registration rights by the Company.