Common use of Notice of Other Sale Clause in Contracts

Notice of Other Sale. The Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to any Agent hereunder and ending on the third Trading Day immediately following a Settlement Date with respect to Shares sold pursuant to such Issuance Notice, without three Trading Days’ advance written notice to each of the Agents to whom the applicable Issuance Notice is delivered; provided, however, that such restriction shall not apply to the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under New York Stock Exchange rules or other compensation plan of the Company or its subsidiaries, as in effect on the date of this Agreement, (ii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other equity awards outstanding at the date of this Agreement, (iii) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares as consideration for mergers, acquisitions, other business combinations, joint ventures or strategic alliances occurring after the date of this Agreement which are not used for capital raising purposes and (iv) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares.

Notice of Other Sale. The Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or ADSs or securities convertible into or exchangeable for Common Shares or ADSs (other than Shares hereunder), warrants or any rights to purchase or acquire Common SharesShares or ADSs, or effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Shares or ADSs during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to any the Agent hereunder and ending on the third Trading Day immediately following a the Settlement Date with respect to Shares sold pursuant to such Issuance Notice; and will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer to sell, without three Trading Days’ advance written notice sell, contract to each sell, grant any option to sell or otherwise dispose of any Common Shares or ADSs (other than the Agents Shares offered pursuant to whom this Agreement) or securities convertible into or exchangeable for Common Shares or ADSs, warrants or any rights to purchase or acquire, Common Shares or ADSs prior to the applicable Issuance Notice is deliveredtermination of this Agreement; provided, however, that such restriction shall restrictions will not apply to be required in connection with the Company’s (i) issuance or sale of Common SharesShares or ADSs, options to purchase Common Shares or ADSs or Common Shares or ADSs issuable upon the exercise of options options, warrants, including share warrants (BSA) or free shares (actions gratuites) or upon the exercise of outstanding founder’s share warrants (BSPCE) or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under New York Stock Exchange Nasdaq rules or other compensation plan of the Company or its subsidiaries, as in effect on the date of this Agreement, (ii) issuance or sale of Common Shares or ADSs issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrantswarrants (including share warrants (BSA) or founder’s share warrants (BSPCE), options or other equity awards outstanding at the date of this Agreement, and (iii) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares as consideration for mergers, acquisitions, other business combinations, joint ventures or strategic alliances occurring after the date of this Agreement which are not used for capital raising purposes and (iv) modification of any outstanding options, warrants of any rights to purchase or acquire Common SharesShares or ADSs.

Notice of Other Sale. The Without the written consent of the Agents, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, or effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to any an Agent hereunder and ending on the third Trading Day immediately following a the Settlement Date with respect to Shares sold pursuant to such Issuance Notice; and will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer to sell, without three Trading Days’ advance written notice sell, contract to each sell, grant any option to sell or otherwise dispose of any Common Shares (other than the Agents Shares offered pursuant to whom this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the applicable Issuance Notice is deliveredtermination of this Agreement; provided, however, that such restriction shall restrictions will not apply to be required in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options options, settlement of restricted stock units or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under New York Stock Exchange the rules of the Principal Market or other compensation plan of the Company or its subsidiaries, as in effect on the date of this Agreement, (ii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other equity awards outstanding at the date of this Agreement, (iii) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares as consideration for mergers, acquisitions, other business combinations, joint ventures or strategic alliances occurring after the date of this Agreement which are not used for capital raising purposes purposes, provided that the aggregate number of Common Shares issued, or issuable pursuant to the conversion or exchange of securities convertible into or exchangeable for Common Shares, under this subsection (iii) does not exceed 5% of the aggregate number of Common Shares outstanding immediately prior to giving effect to such issuance or sale and (iv) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares.

Notice of Other Sale. The Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to any the Agent hereunder and ending on the third Trading Day immediately following a the Settlement Date with respect to Shares sold pursuant to such Issuance Notice; effect a reverse stock split, without three Trading Days’ advance written notice recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Shares; and will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer to each sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (other than the Agents Shares offered pursuant to whom this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the applicable Issuance Notice is deliveredtermination of this Agreement; provided, however, that such restriction shall restrictions will not apply to be required in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards awards, or the vesting of any of the foregoing pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under New York Stock Exchange Nasdaq rules or other compensation plan of the Company or its subsidiaries, as in effect on the date of this Agreement, (ii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other equity awards outstanding at the date of this Agreement, (iii) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares as consideration for mergers, acquisitions, acquisitions or other business combinations, joint ventures ventures, collaborations, licensing arrangements, strategic alliances, or strategic alliances manufacturing, distribution, marketing, supply, sponsored research, technology transfer or development, or third party service arrangements occurring after the date of this Agreement which are not used solely for capital raising purposes purposes, provided that the aggregate number of Common Shares or securities convertible into or exercisable for Common Shares (on an as-converted or as-exercised basis, as the case may be) that the Company may sell or issue or agree to sell or issue as described in this clause (iii) shall not exceed five percent (5%) of the total number of shares of Common Shares issued and outstanding as of the date of this Agreement, and (iv) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares.

Notice of Other Sale. The Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, or effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to any the Agent hereunder and ending on the third Trading Day immediately following a the Settlement Date with respect to Shares sold pursuant to such Issuance Notice; and will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer to sell, without three Trading Days’ advance written notice sell, contract to each sell, grant any option to sell or otherwise dispose of any Common Shares (other than the Agents Shares offered pursuant to whom this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the applicable Issuance Notice is deliveredtermination of this Agreement; provided, however, that such restriction shall restrictions will not apply to be required in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards awards, or the vesting of any of the foregoing pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under New York Stock Exchange Nasdaq rules or other compensation plan of the Company or its subsidiaries, as in effect on the date of this Agreement, (ii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other equity awards outstanding at the date of this Agreement, (iii) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares as consideration for mergers, acquisitions, acquisitions or other business combinations, joint ventures ventures, collaborations, licensing arrangements, strategic alliances, or strategic alliances manufacturing, distribution, marketing, supply, sponsored research, technology transfer or development, or third-party service arrangements occurring after the date of this Agreement which are not used solely for capital raising purposes purposes; provided, however, that the aggregate number of Common Shares issued, or issuable pursuant to the conversion or exchange of securities convertible into or exchangeable for Common Shares, under this subsection (iii) does not exceed 5% of the aggregate number of Common Shares outstanding immediately prior to giving effect to such issuance or sale; and (iv) modification of any outstanding options, warrants of any rights to purchase or acquire Common SharesShares .

Notice of Other Sale. The Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Ordinary Shares or securities convertible into or exchangeable for Common Ordinary Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Ordinary Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to any the Agent hereunder and ending on the third Trading Day immediately following a the Settlement Date with respect to Shares sold pursuant to such Issuance Notice; and will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer to sell, without three Trading Days’ advance written notice sell, contract to each sell, grant any option to sell or otherwise dispose of any Ordinary Shares (other than the Agents Shares offered pursuant to whom this Agreement) or securities convertible into or exchangeable for Ordinary Shares, warrants or any rights to purchase or acquire, Ordinary Shares prior to the applicable Issuance Notice is deliveredtermination of this Agreement; provided, however, that such restriction shall restrictions will not apply to be required in connection with the Company’s (i) issuance or sale of Common Ordinary Shares, options to purchase Common Ordinary Shares or Common Ordinary Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under New York Stock Exchange Nasdaq rules or other compensation plan of the Company or its subsidiaries, as in effect on the date of this Agreement, (ii) issuance or sale of Common Ordinary Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other equity awards outstanding at the date of this Agreement, (iii) issuance or sale of Common Ordinary Shares or securities convertible into or exchangeable for Common Ordinary Shares as consideration for mergers, acquisitions, other business combinations, joint ventures ventures, collaborations, licensing arrangements or strategic alliances occurring after the date of this Agreement which are and not used for capital raising purposes and purposes, provided, however, that the aggregate number of Ordinary Shares issued, or issuable pursuant to the conversion or exchange of securities convertible into or exchangeable for Ordinary Shares, under this subsection (iii) does not exceed 5% of the aggregate number of Ordinary Shares outstanding immediately prior to giving effect to such issuance or sale, (iv) modification of any outstanding options, warrants of any rights to purchase or acquire Common Ordinary Shares; and (v) sales of ordinary shares under the Ordinary Share Agreement with Aspire Capital Fund, LLC, so long as such sales are conducted in a manner so as not to be integrated with the offering of Ordinary Shares hereby.

Notice of Other Sale. The Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, or effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to any the Agent hereunder and ending on the third Trading Day immediately following a the Settlement Date with respect to Shares sold pursuant to such Issuance Notice; and will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer to sell, without three Trading Days’ advance written notice sell, contract to each sell, grant any option to sell or otherwise dispose of any Common Shares (other than the Agents Shares offered pursuant to whom this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the applicable Issuance Notice is deliveredtermination of this Agreement; provided, however, that such restriction shall restrictions will not apply to be required in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under New York Stock Exchange Exhibit 10.1 Nasdaq rules or other compensation plan of the Company or its subsidiaries, as in effect on the date of this Agreement, (ii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities securities, settlement of restricted stock units or the exercise or vesting of warrants, options or other equity awards outstanding at the date of this Agreement, and (iii) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares as consideration for mergers, acquisitions, other business combinations, joint ventures or strategic alliances occurring after the date of this Agreement which are not used for capital raising purposes purposes, provided that the aggregate number of Common Shares issued, or issuable pursuant to the conversion or exchange of securities convertible into or exchangeable for Common Shares, under this subsection (iii) does not exceed 5% of the aggregate number of Common Shares outstanding immediately prior to giving effect to such issuance or sale and (iv) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares.

Notice of Other Sale. The Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to any the Agent hereunder and ending on the third Trading Day immediately following a the Settlement Date with respect to Shares sold pursuant to such Issuance Notice; and will not directly or indirectly enter into any other “at the market” or continuous equity transaction pursuant to which the Company offers to sell, without three Trading Days’ advance written notice sells, contracts to each sell, grants any option to sell or otherwise disposes of any Common Shares (other than the Agents Shares offered pursuant to whom this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the applicable Issuance Notice is deliveredtermination of this Agreement; provided, however, that such restriction shall restrictions will not apply to be required in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under New York Stock Exchange Nasdaq rules or other compensation plan of the Company or its subsidiaries, as in effect on the date of this Agreement, (ii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other equity awards outstanding at the date of this Agreement, (iii) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares as consideration for mergers, acquisitions, other business combinations, joint ventures or strategic alliances occurring after the date of this Agreement which are not used for capital raising purposes purposes, and (iv) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares; provided that, in the case of immediately preceding clauses (iii) and (iv), the aggregate number of Common Shares or securities convertible into or exchangeable for Common Shares issued in connection with all such acquisitions and other transactions does not exceed 5% of the aggregate number of Common Shares outstanding immediately following the offering of Shares pursuant to this Agreement.

Notice of Other Sale. The Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, or effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to any the Agent hereunder and ending on the third Trading Day immediately following a the Settlement Date with respect to Shares sold pursuant to such Issuance Notice; and will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer to sell, without three Trading Days’ advance written notice sell, contract to each sell, grant any option to sell or otherwise dispose of any Common Shares (other than the Agents Shares offered pursuant to whom this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the applicable Issuance Notice is deliveredtermination of this Agreement; provided, however, that such restriction shall restrictions will not apply to be required in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under New York Stock Exchange Nasdaq rules or other compensation plan of the Company or its subsidiaries, as in effect on the date of this Agreementan applicable Issuance Notice is delivered, (ii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other equity awards outstanding at the date of this Agreementthe applicable Issuance Notice is delivered, (iii) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares as consideration for mergers, acquisitions, acquisitions or other business combinations, joint ventures ventures, collaborations, licensing arrangements, strategic alliances, or strategic alliances manufacturing, distribution, marketing, supply, sponsored research, technology transfer or development, or third-party service arrangements occurring after the date of this Agreement which are not used solely for capital raising purposes purposes; provided, however, that the aggregate number of Common Shares issued, or issuable pursuant to the conversion or exchange of securities convertible into or exchangeable for Common Shares, under this subsection (iii) does not exceed 5% of the aggregate number of Common Shares outstanding immediately prior to giving effect to such issuance or sale, and (iv) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares.

Notice of Other Sale. The Without the written consent of the Agent, neither the Company will notnor the Operating Partnership will, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to any the Agent hereunder and ending on the third Trading Day immediately following a the Settlement Date with respect to Shares sold pursuant to such Issuance Notice, without three Trading Days’ advance written notice to each of the Agents to whom the applicable Issuance Notice is delivered; provided, however, that such restriction shall will not apply to be required in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under New York Stock Exchange Nasdaq rules or other compensation plan of the Company or its subsidiaries, as in effect on the date of this Agreement, (ii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other equity awards outstanding at the date of this Agreement, (iii) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares as consideration for mergers, acquisitions, other business combinations, joint ventures or strategic alliances occurring after the date of this Agreement which are not used for capital raising purposes and (iv) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares.

Notice of Other Sale. The Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, or effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to any the Agent hereunder and ending on the third Trading Day immediately following a the Settlement Date with respect to Shares sold pursuant to such Issuance Notice; and will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer to sell, without three Trading Days’ advance written notice sell, contract to each sell, grant any option to sell or otherwise dispose of any Common Shares (other than the Agents Shares offered pursuant to whom this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the applicable Issuance Notice is deliveredtermination of this Agreement; provided, however, that such restriction shall restrictions will not apply to be required in connection with the Company’s (i) issuance or sale of Common Shares, options or other equity awards to purchase or acquire Common Shares or Common Shares issuable upon the exercise or vesting of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under New York Stock Exchange Nasdaq rules or other compensation plan of the Company or its subsidiaries, as whether now in effect on the date of this AgreementAgreement or hereafter implemented, (ii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, convertible notes, options or other equity awards outstanding at the date of this Agreement, (iii) issuance modification of any options, warrants, convertible notes or sale of any other rights to purchase or acquire Common Shares and (iv) Common Shares or securities convertible into or exchangeable for Common Shares as consideration for mergers, acquisitions, other business combinations, joint ventures collaboration agreements or strategic alliances occurring after the date of this Agreement which are not used issued primarily for capital raising purposes and purposes; provided, however, that if any Issuance Notice is pending, the Company will not issue Common Shares pursuant to clause (iv) modification of any this Section 4(v) while such Issuance Notice is pending if, following such issuance, the number of Common Shares issued or issuable in connection with all such issuances pursuant to clause (iv) would exceed 5% of the aggregate number of the Common Shares outstanding options, warrants as of any rights to purchase or acquire Common Sharesthe date of this Agreement.

Notice of Other Sale. The Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to any the Agent hereunder and ending on the third Trading Day immediately following a the Settlement Date with respect to Shares sold pursuant to such Issuance Notice; and, without three Trading Days’ advance written notice except for the Alternative Distribution Agreement, will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer to each sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares (other than the Agents Shares offered pursuant to whom this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the applicable Issuance Notice is deliveredtermination of this Agreement; provided, however, that such restriction shall restrictions will not apply to be required in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under New York Stock Exchange Nasdaq rules or other compensation plan of the Company or its subsidiaries, as in effect on the date of this Agreement, (ii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other equity awards outstanding at the date of this Agreement, (iii) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares as consideration for mergers, acquisitions, other business combinations, joint ventures or strategic alliances occurring after the date of this Agreement which are not used for capital raising purposes and (iv) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares.

Notice of Other Sale. The Without three Trading Days’ advance written notice to the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Shares Stock or securities convertible into or exchangeable for shares of Common Shares Stock (other than Shares hereunder), warrants or any rights to purchase or acquire shares of Common SharesStock, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to any the Agent hereunder and ending on the third Trading Day immediately following a Settlement Date with respect to Shares sold pursuant to such Issuance Notice, without three Trading Days’ advance written notice to each of the Agents to whom the applicable Issuance Notice is delivered; provided, however, that such restriction shall not apply to the Company’s (i) issuance or sale of shares of Common SharesStock, options to purchase shares of Common Shares Stock or shares of Common Shares Stock issuable upon the exercise of options or other equity awards pursuant to any employee or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under New York Stock Exchange rules or other compensation plan of the Company or its subsidiaries, as in effect on the date of this Agreement, (ii) issuance or sale of shares of Common Shares Stock issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other equity awards outstanding at the date of this Agreement, (iii) issuance or sale of shares of Common Shares Stock or securities convertible into or exchangeable for shares of Common Shares Stock as consideration for mergers, acquisitions, other business combinations, joint ventures or strategic alliances occurring after the date of this Agreement which are not used for capital raising purposes and (iv) modification of any outstanding options, warrants of any rights to purchase or acquire shares of Common SharesStock.

Notice of Other Sale. The Without the written consent of the Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Shares or securities convertible into or exchangeable for Common Shares (other than Shares hereunder), warrants or any rights to purchase or acquire Common Shares, or effect a reverse stock split, recapitalization, share consolidation, reclassification or similar transaction affecting the outstanding Common Shares, during the period beginning on the third Trading Day immediately prior to the date on which any Issuance Notice is delivered to any the Agent hereunder and ending on the third Trading Day immediately following a the Settlement Date with respect to Shares sold pursuant to such Issuance Notice; will not directly or indirectly enter into any other “at the market” or continuous equity transaction offer to sell, without three Trading Days’ advance written notice sell, contract to each sell, grant any option to sell or otherwise dispose of any Common Shares (other than the Agents Shares offered pursuant to whom this Agreement) or securities convertible into or exchangeable for Common Shares, warrants or any rights to purchase or acquire, Common Shares prior to the applicable Issuance Notice is deliveredtermination of this Agreement; provided, however, that such restriction shall restrictions will not apply to be required in connection with the Company’s (i) issuance or sale of Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or other equity awards pursuant to any employee employee, consultant or director share option, incentive or benefit plan, share purchase or ownership plan, long-term incentive plan, dividend reinvestment plan, inducement award under New York Stock Exchange rules or other compensation plan of the Company or its subsidiaries, as in effect on the date of this Agreement, (ii) issuance or sale of Common Shares issuable upon exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other equity awards outstanding at the date of this Agreement, and (iii) issuance or sale of Common Shares or securities convertible into or exchangeable for Common Shares as consideration for mergers, acquisitions, other business combinations, joint ventures or strategic alliances occurring after the date of this Agreement which are not used for capital raising purposes and (iv) modification of any outstanding options, warrants of any rights to purchase or acquire Common Shares.