Common use of Absence of Certain Events Clause in Contracts

Absence of Certain Events. Except as contemplated in the Pricing Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Pricing Disclosure Package, neither the Company nor any of its Subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its share capital; and there has not been any change in the share capital (other than a change in the number of outstanding Ordinary Shares of the Company due to the issuance of shares upon the exercise of outstanding options or warrants or conversion of convertible securities), or any material change in the short-term or long-term debt (other than as a result of the conversion of convertible securities of the Company), or any issuance of options, warrants, convertible securities or other rights to purchase the share capital of the Company or any of its Subsidiaries, or any material adverse change in the general affairs, condition (financial or otherwise), business, prospects, management, properties, operations or results of operations of the Company and its Subsidiaries, taken as a whole (“Material Adverse Change”), or any development which could reasonably be expected to result in any Material Adverse Change.

Absence of Certain Events. Except as contemplated in the Pricing Time of Sale Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Pricing Time of Sale Disclosure Package, neither the Company nor any of its Subsidiaries subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its share capitalcapital stock; and there has not been any change in the share capital stock (other than a change in the number of outstanding Ordinary Shares shares of the Company Common Stock due to the issuance of shares upon the exercise of outstanding options or warrants or conversion of convertible securities), or any material change in the short-term or long-term debt (other than as a result of the conversion of convertible securities of the Companysecurities), or any issuance of options, warrants, convertible securities or other rights to purchase the share capital stock, of the Company or any of its Subsidiariessubsidiaries, or any material adverse change in the general affairs, condition (financial or otherwise), business, prospects, management, properties, operations or results of operations of the Company and its Subsidiariessubsidiaries, taken as a whole (“Material Adverse Change”), ) or any development which could reasonably be expected to result in any Material Adverse Change.

Absence of Certain Events. Except as contemplated in the Pricing Time of Sale Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Pricing Time of Sale Disclosure Package, neither the Company nor any of its Subsidiaries subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its share capitalcapital stock; and there has not been any change in the share capital stock (other than a change in the number of outstanding Ordinary Shares shares of the Company Common Stock due to the issuance of shares upon the exercise of outstanding options or warrants or conversion of convertible securities), or any material change in the short-term or long-term debt (other than as a result of the conversion of convertible securities of the Companysecurities), or any issuance of options, warrants, convertible securities or other rights to purchase the share capital stock, of the Company or any of its Subsidiariessubsidiaries, or any material adverse change in the general affairs, condition (financial or otherwise), business, prospects, management, properties, operations or results of operations of the Company and its Subsidiariessubsidiaries, taken as a whole (a “Material Adverse Change”), ) or any development which could reasonably be expected to result in any Material Adverse Change.

Absence of Certain Events. Except as contemplated in the Pricing Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Pricing Disclosure Package, neither the Company nor any of its Subsidiaries Controlled Entities has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its share capital; and there has not been any change in the share capital (other than a change in the number of outstanding Ordinary Shares of the Company due to the issuance of shares upon the exercise of outstanding options or warrants or conversion of convertible securities), or any material change in the short-term or long-term debt (other than as a result of the conversion of convertible securities of the Company), or any issuance of options, warrants, convertible securities or other rights to purchase the share capital of the Company or any of its SubsidiariesControlled Entities, or any material adverse change in the general affairs, condition (financial or otherwise), business, prospects, management, properties, operations or results of operations of the Company and its SubsidiariesControlled Entities, taken as a whole (“Material Adverse Change”), or any development which could reasonably be expected to result in any Material Adverse Change.

Absence of Certain Events. Except as contemplated in the Pricing Registration Statement, the Time of Sale Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Pricing Time of Sale Disclosure Package, neither the Company nor any of its Subsidiaries subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its share capitalcapital stock; and there has not been any change in the share capital stock (other than a change in the number of outstanding Ordinary Shares shares of the Company Common Stock due to the issuance of shares upon the exercise of outstanding options or warrants or conversion of convertible securities), or any material change in the short-term or long-term debt (other than as a result of the conversion of convertible securities of the Companysecurities), or any issuance of options, warrants, convertible securities or other rights to purchase the share capital stock of the Company or any of its Subsidiariessubsidiaries, or any material adverse change in the general affairs, condition (financial or otherwise), business, prospects, management, properties, operations or results of operations of the Company and its Subsidiariessubsidiaries, taken as a whole (“Material Adverse Change”), or any development which could reasonably be expected to result in any Material Adverse Change.

Absence of Certain Events. Except as contemplated in the Pricing Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Pricing Disclosure Package, neither the Company nor any of its Subsidiaries has subsidiaries shall have incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its share capitalcapital stock; and there has shall not have been any change in the share capital stock (other than a change in the number of outstanding Ordinary Shares shares of the Company Common Stock due to the issuance of shares upon the exercise of outstanding options or warrants or conversion of convertible securities), or any material change in the short-term or long-term debt of the Company (other than as a result of the conversion of convertible securities of the Companysecurities), or any issuance of options, warrants, convertible securities or other rights to purchase the share capital stock of the Company or any of its Subsidiariessubsidiaries, or any material adverse change Material Adverse Change or any development involving a prospective Material Adverse Change (whether or not arising in the general affairs, condition (financial or otherwise), ordinary course of business, prospects, management, properties, operations or results of operations of the Company and its Subsidiaries, taken as a whole (“Material Adverse Change”), or any development which could reasonably be expected to result loss by strike, fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, incurred by the Company or any subsidiary, the effect of which, in any Material Adverse Changesuch case described above, in the judgment of the Representative, makes it impractical or inadvisable to offer or deliver the Securities on the terms and in the manner contemplated in the Disclosure Package and in the Prospectus.

Absence of Certain Events. Except as contemplated in the Pricing Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Pricing Disclosure PackagePackage and the Prospectus, neither the Company nor any of its Subsidiaries subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its share capitalcapital stock; and there has not been any change in the share capital stock (other than a change in the number of outstanding Ordinary Shares shares of the Company Common Stock due to the issuance of shares upon the exercise of outstanding options or warrants or conversion of convertible securities), or any material change in the short-term or long-term debt (other than as a result of the conversion of convertible securities of the Companysecurities), or any issuance of options, warrants, convertible securities or other rights to purchase the share capital stock, of the Company or any of its Subsidiariessubsidiaries, or any material adverse change or development involving a prospective material adverse change in the general affairs, condition (financial or otherwise), business, prospects, management, properties, operations or results of operations of the Company and its Subsidiariessubsidiaries, taken as a whole (“Material Adverse Change”), ) or any development which could reasonably be expected to result in any Material Adverse Change, and neither the Company nor any of its subsidiaries has sustained any loss or interference with its business that is material to the Company and its subsidiaries taken as a whole and that is either from strike, fire, flood, earthquake, accident or other calamity, whether or not covered by insurance, or any action, order or decree of any court or arbitrator or governmental or regulatory authority.

Absence of Certain Events. Except as contemplated in the Pricing Time of Sale Disclosure Package and or in the Prospectus, subsequent to the respective dates as of which information is given in the Pricing Time of Sale Disclosure Package, neither the Company nor any of its Subsidiaries subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its share capitalcapital stock; and there has not been any change in the share capital stock (other than a change in the number of outstanding Ordinary Shares shares of the Company Common Stock due to the issuance of shares upon the exercise of outstanding options or warrants or conversion of convertible securities), or any material change in the short-term or long-term debt (other than as a result of the conversion of convertible securities of the Companysecurities), or any issuance of options, warrants, convertible securities or other rights to purchase the share capital stock, of the Company or any of its Subsidiariessubsidiaries, or any material adverse change in the general affairs, condition (financial or otherwise), business, prospects, management, properties, operations or results of operations of the Company and its Subsidiariessubsidiaries, taken as a whole (“Material Adverse Change”), ) or any development which could reasonably be expected to result in any Material Adverse Change.

Absence of Certain Events. Except as contemplated in the Pricing Time of Sale Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Pricing Time of Sale Disclosure Package, neither the Company nor any of its Subsidiaries subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its share capitalcapital stock; and there has not been any change in the share capital stock (other than a change in the number of outstanding Ordinary Shares of the Company due to the issuance of shares upon the exercise of outstanding options or warrants or conversion of convertible securities), or any material change in the short-term or long-term debt (other than as a result of the conversion of convertible securities of the Companysecurities), or any issuance of options, warrants, convertible securities or other rights to purchase the share capital stock, of the Company or any of its Subsidiariessubsidiaries, or any material adverse change in the general affairs, condition (financial or otherwise), business, prospects, management, properties, operations or results of operations of the Company and its Subsidiariessubsidiaries, taken as a whole (“Material Adverse Change”), ) or any development which could reasonably be expected to result in any Material Adverse Change.

Absence of Certain Events. Except as contemplated in the Pricing Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Pricing Disclosure Package, neither none of the Company nor any of or its Subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its share capitalcapital stock; and there has not been any change in the share capital stock (other than a change in the number of outstanding Ordinary Shares Common Stock of the Company due to the issuance of shares upon the exercise of outstanding options or warrants or conversion of convertible securities), or any material change in the short-term short‑term or long-term long‑term debt (other than as a result of the conversion of convertible securities of the Company), or any issuance of options, warrants, convertible securities or other rights to purchase the share capital stock of the Company or any of its Subsidiaries, or any material adverse change in the general affairs, condition (financial or otherwise), business, prospects, management, properties, operations or results of operations of the Company and its Subsidiaries, taken as a whole (“Material Adverse Change”), or any development which could reasonably be expected to result in any Material Adverse Change.

Absence of Certain Events. Except as contemplated in the Pricing Time of Sale Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Pricing Time of Sale Disclosure PackagePackage and the Prospectus, neither the Company nor any of its Subsidiaries subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its share capitalcapital stock; and there has not been any change in the share capital stock (other than a change in the number of outstanding Ordinary Shares shares of the Company Common Stock due to the issuance of shares upon the exercise of outstanding options or warrants or conversion of convertible securities), or any material change in the short-term or long-term debt (other than as a result of the conversion of convertible securities of the Companysecurities), or any issuance of options, warrants, convertible securities or other rights to purchase the share capital stock, of the Company or any of its Subsidiariessubsidiaries, or any material adverse change in the general affairs, condition (financial or otherwise), business, prospects, management, properties, operations or results of operations of the Company and its Subsidiariessubsidiaries, taken as a whole (“Material Adverse Change”), ) or any development which could reasonably be expected to result in any Material Adverse Change.

Absence of Certain Events. Except as contemplated in the Pricing Time of Sale Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Pricing Time of Sale Disclosure Package, neither the Company nor any of its Subsidiaries subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its share capitalcapital stock; and there has not been any change in the share capital stock (other than a change in the number of outstanding Ordinary Shares shares of the Company Common Stock due to the issuance of shares upon the exercise of outstanding options or warrants or conversion of convertible securities), or any material change in the short-term or long-term debt (other than as a result of the conversion of convertible securities of the Companysecurities), or any issuance of options, warrants, convertible securities or other rights to purchase the share capital stock, of the Company or any of its Subsidiariessubsidiaries, or any material adverse change in the general affairs, condition (financial or otherwise), business, prospects, management, properties, operations or results of operations of the Company and its Subsidiariessubsidiaries, taken as a whole (“Material Adverse Change”), ) or any development which could would reasonably be expected to result in any Material Adverse Change.

Absence of Certain Events. Except as contemplated in the Pricing Registration Statement, the Time of Sale Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Pricing Time of Sale Disclosure Package, neither the Company nor any of its Subsidiaries subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its share capitalcapital stock; and there has not been any change in the share capital stock (other than a change in the number of outstanding Ordinary Shares shares of the Company Common Stock due to the issuance of shares upon the exercise of outstanding options or warrants or conversion of convertible securities), or any material change in the short-term or long-term debt (other than as a result of the conversion of convertible securities of the Companysecurities), or any issuance of options, warrants, convertible securities or other rights to purchase the share capital stock, of the Company or any of its Subsidiariessubsidiaries, or any material adverse change in the general affairs, condition (financial or otherwise), business, prospects, management, properties, operations or results of operations of the Company and its Subsidiariessubsidiaries, taken as a whole (“Material Adverse Change”), ) or any development which could reasonably be expected to result in any Material Adverse Change.

Absence of Certain Events. Except as contemplated in the Pricing Time of Sale Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Pricing Time of Sale Disclosure PackagePackage and the Prospectus, neither the Company nor any of its Subsidiaries subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its share capitalcapital stock; and there has not been any change in the share capital stock (other than a change in the number of outstanding Ordinary Shares shares of the Company Common Stock due to the issuance of shares upon the exercise of outstanding options or warrants or conversion of convertible securities), or any material change in the short-term or long-term debt (other than as a result of the conversion of convertible securities of the Companysecurities), or any issuance of options, warrants, convertible securities or other rights to purchase the share capital stock of the Company or any of its Subsidiariessubsidiaries, or any material adverse change in the general affairs, condition (financial or otherwise), business, prospects, management, properties, operations or results of operations of the Company and its Subsidiariessubsidiaries, taken as a whole (“Material Adverse Change”), ) or any development which could reasonably be expected to result in any Material Adverse Change.

Absence of Certain Events. Except as contemplated in the Pricing Time of Sale Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Pricing Time of Sale Disclosure PackagePackage and the Prospectus, neither the Company nor any of its Subsidiaries subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its share capitalcapital stock; and there has not been any change in the share capital stock (other than a change in the number of outstanding Ordinary Shares shares of the Company Common Stock due to the issuance of shares upon the exercise or settlement (including any “net” or “cashless” exercises or settlements) of outstanding options or warrants or conversion of convertible securities), or any material change in the short-term or long-term debt (other than as a result of the conversion of convertible securities of the Companysecurities), or any issuance of options, warrants, convertible securities or other rights to purchase the share capital stock, of the Company or any of its Subsidiariessubsidiaries, or any material adverse change in the general affairs, condition (financial or otherwise), business, prospects, management, properties, operations or results of operations of the Company and its Subsidiariessubsidiaries, taken as a whole (“Material Adverse Change”), ) or any development which could reasonably be expected to result in any Material Adverse Change.

Absence of Certain Events. Except as contemplated in the Pricing Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Pricing Disclosure Package, neither none of the Company nor any of or its Subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its share capitalcapital stock; and there has not been any change in the share capital stock (other than a change in the number of outstanding Ordinary Common Shares of the Company due to the issuance of shares upon the exercise of outstanding options or warrants or conversion of convertible securities), or any material change in the short-term or long-term debt (other than as a result of the conversion of convertible securities of the Company), or any issuance of options, warrants, convertible securities or other rights to purchase the share capital stock of the Company or any of its Subsidiaries, or any material adverse change in the general affairs, condition (financial or otherwise), business, prospects, management, properties, operations or results of operations of the Company and its Subsidiaries, taken as a whole (“Material Adverse Change”), or any development which could reasonably be expected to result in any Material Adverse Change.

Absence of Certain Events. Except as contemplated in the Pricing Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Pricing Disclosure PackageProspectus, neither the Company nor any of its Subsidiaries subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its share capitalcapital stock; and there has not been any change in the share capital stock (other than a change in the number of outstanding Ordinary Shares shares of the Company Common Stock due to the issuance of shares upon the exercise or settlement (including any “net” or “cashless” exercises or settlements) of outstanding options or warrants or conversion of convertible securities), or any material change in the short-term or long-term debt (other than as a result of the conversion of convertible securities of the Companysecurities), or any issuance of options, warrants, convertible securities or other rights to purchase the share capital stock, of the Company or any of its Subsidiariessubsidiaries, or any material adverse change in the general affairs, condition (financial or otherwise), business, prospects, management, properties, operations or results of operations of the Company and its Subsidiariessubsidiaries, taken as a whole (“Material Adverse Change”), ) or any development which could reasonably be expected to result in any Material Adverse Change.

Absence of Certain Events. Except as contemplated in the Pricing Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Pricing Disclosure Package, neither none of the Company nor any of or its Subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its share capitalcapital stock; and there has not been any change in the share capital stock (other than a change in the number of outstanding Ordinary Shares shares of the Company due to the issuance of shares upon the exercise of outstanding options or warrants or conversion of convertible securities), or any material change in the short-term or long-term debt (other than as a result of the conversion of convertible securities of the Company), or any issuance of options, warrants, convertible securities or other rights to purchase the share capital stock of the Company or any of its Subsidiaries, or any material adverse change in the general affairs, condition (financial or otherwise), business, prospects, management, properties, operations or results of operations of the Company and its Subsidiaries, taken as a whole (“Material Adverse Change”), or any development which could reasonably be expected to result in any Material Adverse Change.

Absence of Certain Events. Except as contemplated in the Pricing Time of Sale Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Pricing Time of Sale Disclosure PackagePackage and the Prospectus, neither the Company nor any of its Subsidiaries subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its share capitalcapital stock; and there has not been any change in the share capital stock (other than a change in the number of outstanding Ordinary Shares shares of the Company Common Stock due to the issuance of shares upon the exercise or settlement of outstanding options options, restricted share units or warrants or conversion of convertible securitiessecurities or due to the cancellation or redemption of shares under existing equity incentive plans), or any material change in the short-term or long-term debt (other than as a result of the conversion of convertible securities of the Companysecurities), or any issuance of options, warrants, convertible securities or other rights to purchase the share capital stock of the Company or any of its Subsidiariessubsidiaries, or any material adverse change in the general affairs, condition (financial or otherwise), business, prospects, management, properties, operations operations, earnings, financial position or results of operations of the Company and its Subsidiariessubsidiaries, taken as a whole (“Material Adverse Change”), ) or any development which could reasonably be expected to result in any Material Adverse Change.

Absence of Certain Events. Except as contemplated in the Pricing Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Pricing Disclosure Package, neither none of the Company nor any of or its Subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its share capitalcapital stock; and there has not been any change in the share capital stock (other than a change in the number of outstanding Ordinary Shares Common Stock of the Company due to the issuance of shares upon the exercise of outstanding options or warrants or conversion of convertible securities), or any material change in the short-term or long-term debt (other than as a result of the conversion of convertible securities of the Company), or any issuance of options, warrants, convertible securities or other rights to purchase the share capital stock of the Company or any of its Subsidiaries, or any material adverse change in the general affairs, condition (financial or otherwise), business, prospects, management, properties, operations or results of operations of the Company and its Subsidiaries, taken as a whole (“Material Adverse Change”), or any development which could reasonably be expected to result in any Material Adverse Change.

Absence of Certain Events. Except as contemplated in the Pricing Time of Sale Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Pricing Time of Sale Disclosure PackagePackage and the Prospectus, neither the Company nor any of its Subsidiaries subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its share capitalcapital stock; and there has not been any change in the share capital stock (other than a change in the number of outstanding Ordinary Shares shares of the Company Common Stock due to the issuance of shares upon the exercise of outstanding options or warrants or conversion of convertible securities), or any material change increase in the short-term or long-term debt (other than as a result of the conversion of convertible securities of the Companysecurities), or any issuance of options, warrants, convertible securities or other rights to purchase the share capital stock, of the Company or any of its Subsidiariessubsidiaries, or any material adverse change in the general affairs, condition (financial or otherwise), business, prospects, management, properties, operations or results of operations of the Company and its Subsidiariessubsidiaries, taken as a whole (“Material Adverse Change”), ) or any development which could that would reasonably be expected to result in any Material Adverse Change.

Absence of Certain Events. Except as contemplated in the Pricing Time of Sale Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Pricing Time of Sale Disclosure Package, neither the Company nor any of its Subsidiaries subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its share capitalcapital stock; and there has not been any change in the share capital stock (other than a change in the number of outstanding Ordinary Shares shares of the Company Common Stock due to the issuance of shares upon the exercise of outstanding options or warrants or conversion of convertible securities), or any material change in the short-term or long-term debt (other than as a result of the conversion of convertible securities of the Companysecurities), or any issuance of options, warrants, convertible securities or other rights to purchase the share capital stock, of the Company or any of its Subsidiariessubsidiaries, or any material adverse change in the general affairs, condition (financial or otherwise), business, prospects, management, properties, operations or results of operations of the Company and its Subsidiariessubsidiaries, taken as a whole (“Material Adverse Change”), ) or any development which could reasonably be expected to result in any Material Adverse Change.

Absence of Certain Events. Except as contemplated in the Pricing Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Pricing Disclosure Package, neither the Company nor any of its Subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its share capital; and there has not been any change in the share capital (other than a change in the number of outstanding Ordinary Shares of the Company due to the issuance of shares upon the exercise of outstanding options or warrants or conversion of convertible securities), or any material change in the short-term or long-term debt (other than as a result of the conversion of convertible securities of the Company), or any issuance of options, warrants, convertible securities or other rights to purchase the share capital of the Company or any of its Subsidiaries, or any material adverse change in the general affairs, condition (financial or otherwise), business, prospects, management, properties, operations or results of operations of the Company and its Subsidiaries, taken as a whole (“Material Adverse Change”), or any development which could would reasonably be expected to result in any Material Adverse Change.

Absence of Certain Events. Except as contemplated in the Pricing Registration Statement, the Time of Sale Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Pricing Time of Sale Disclosure Package, neither the Company nor any of its Subsidiaries consolidated subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its share capitalcapital stock; and there has not been any change in the share capital stock (other than a change in the number of outstanding Ordinary Shares shares of the Company Common Stock due to the issuance of shares upon the exercise of outstanding options or warrants or conversion of convertible securities), or any material change in the short-term or long-term debt (other than as a result of the conversion of convertible securities of the Companysecurities), or any issuance of options, warrants, convertible securities or other rights to purchase the share capital stock, of the Company or any of its Subsidiariessubsidiaries, or any material adverse change in the general affairs, condition (financial or otherwise), business, prospects, management, properties, operations or results of operations of the Company and its SubsidiariesCompany, taken as a whole (“Material Adverse Change”), ) or any development which could reasonably be expected to result in any Material Adverse Change.

Absence of Certain Events. Except as contemplated in the Pricing Registration Statement, the Time of Sale Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Pricing Time of Sale Disclosure Package, neither the Company nor any of its Subsidiaries subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its share capitalcapital stock; and there has not been any change in the share capital stock (other than a change in the number of outstanding Ordinary Common Shares of the Company due to the issuance of shares upon the exercise of outstanding options or warrants or conversion of convertible securities), or any material change in the short-term or long-term debt (other than as a result of the conversion of convertible securities of the Companysecurities), or any issuance of options, warrants, convertible securities or other rights to purchase the share capital stock of the Company or any of its Subsidiariessubsidiaries, or any material adverse change in the general affairs, condition (financial or otherwise), business, prospects, management, properties, operations or results of operations of the Company and its Subsidiariessubsidiaries, taken as a whole (“Material Adverse Change”), ) or any development which could would reasonably be expected to result in any Material Adverse Change.

Absence of Certain Events. Except as contemplated in the Pricing Time of Sale Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Pricing Time of Sale Disclosure PackagePackage and the Prospectus, neither the Company nor any of its Subsidiaries subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its share capitalcapital stock; and there has not been any change in the share capital stock (other than a change in the number of outstanding Ordinary Shares shares of the Company Common Stock due to the issuance of shares upon the exercise of outstanding options or warrants or conversion of convertible securities), or any material change in the short-term or long-term debt (other than as a result of the conversion of convertible securities of the Companysecurities), or any issuance of options, warrants, convertible securities or other rights to purchase the share capital stock of the Company or any of its Subsidiariessubsidiaries, or any material adverse change in the general affairs, condition (financial or otherwise)condition, business, prospects, management, properties, operations or results of operations of the Company and its Subsidiariessubsidiaries, taken as a whole (“Material Adverse Change”), ) or any development which could reasonably be expected to result in any Material Adverse Change.

Absence of Certain Events. Except as contemplated in the Pricing Time of Sale Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Pricing Time of Sale Disclosure Package, neither the Company nor any of its Subsidiaries subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its share capitalcapital stock; and there has not been any change in the share capital stock (other than a change in the number of outstanding Ordinary Shares shares of the Company Company’s common stock (the “Common Stock”) due to the issuance of shares upon the exercise of outstanding options or warrants or conversion of convertible securities), or any material change in the short-term or long-term debt (other than as a result of the conversion of convertible securities of the Companysecurities), or any issuance of options, warrants, convertible securities or other rights to purchase the share capital stock, of the Company or any of its Subsidiariessubsidiaries, or any material adverse change in the general affairs, condition (financial or otherwise), business, prospects, management, properties, operations or results of operations of the Company and its Subsidiariessubsidiaries, taken as a whole (“Material Adverse Change”), ) or any development which could reasonably be expected to result in any Material Adverse Change.

Absence of Certain Events. Except as contemplated in the Pricing Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Pricing Disclosure Package, neither the Company nor any of its Subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its share capital; and there has not been any change in the share capital (other than a change in the number of outstanding Ordinary Shares capital stock of the Company due to the issuance of shares upon the exercise of outstanding options or warrants or conversion of convertible securities), or any material change in the short-term or long-term debt (other than as a result of the conversion of convertible securities of the Company), or any issuance of options, warrants, convertible securities or other rights to purchase the share capital of the Company or any of its Subsidiaries, or any material adverse change in the general affairs, condition (financial or otherwise), business, prospects, management, properties, operations or results of operations of the Company and its Subsidiaries, taken as a whole (“Material Adverse Change”), or any development which could reasonably be expected to result in any Material Adverse Change.

Absence of Certain Events. Except as contemplated in the Pricing Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Pricing Disclosure Package, neither the Company nor any of its Subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its share capitalcapital stock; and there has not been any change in the share capital stock (other than a change in the number of outstanding Ordinary Shares of the Company due to the issuance of shares upon the exercise of outstanding options or warrants or conversion of convertible securities), or any material change in the short-term or long-term debt (other than as a result of the conversion of convertible securities of the Company), or any issuance of options, warrants, convertible securities or other rights to purchase the share capital stock of the Company or any of its Subsidiaries, or any material adverse change in the general affairs, condition (financial or otherwise), business, prospects, management, properties, operations or results of operations of the Company and its Subsidiaries, taken as a whole (“Material Adverse Change”), or any development which could reasonably be expected to result in any Material Adverse Change.

Absence of Certain Events. Except as contemplated in the Pricing Time of Sale Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Pricing Time of Sale Disclosure PackagePackage and the Prospectus, neither the Company nor any of its Subsidiaries subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its share capitalcapital stock; and there has not been any change in the share capital stock (other than a change in the number of outstanding Ordinary Shares shares of the Company Common Stock due to the issuance of shares upon the exercise of outstanding options or warrants or conversion of convertible securities), or any material change in the short-term short‑term or long-term long‑term debt (other than as a result of the conversion of convertible securities of the Companysecurities), or any issuance of options, warrants, convertible securities or other rights to purchase the share capital stock of the Company or any of its Subsidiariessubsidiaries, or any material adverse change in the general affairs, condition (financial or otherwise), business, prospects, management, properties, operations or results of operations of the Company and its Subsidiariessubsidiaries, taken as a whole (“Material Adverse Change”), ) or any development which could reasonably be expected to result in any Material Adverse Change.

Absence of Certain Events. Except as contemplated in the Pricing Time of Sale Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Pricing Time of Sale Disclosure PackagePackage and the Prospectus, neither the Company nor any of its Subsidiaries subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its share capitalcapital stock; and there has not been any change in the share capital stock (other than a change in the number of outstanding Ordinary Shares shares of the Company Common Stock due to the issuance of shares upon the exercise of outstanding options or warrants or conversion of convertible securities), or any material change in the short-term or long-term debt (other than as a result of the conversion of convertible securities of the Companysecurities), or any issuance of options, warrants, convertible securities or other rights to purchase the share capital stock, of the Company or any of its Subsidiariessubsidiaries, or any material adverse change in the general affairs, condition (financial or otherwise), business, prospects, management, properties, operations or results of operations of the Company and its Subsidiariessubsidiaries, taken as a whole (“Material Adverse Change”), ) or any development which could reasonably be expected to result in any Material Adverse Change.

Absence of Certain Events. Except as contemplated in the Pricing Registration Statement, the Time of Sale Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Pricing Time of Sale Disclosure Package, neither the Company nor any of its Subsidiaries subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its share capitalcapital stock; and there has not been any change in the share capital stock (other than a change in the number of outstanding Ordinary Shares shares of the Company Common Stock due to the issuance of shares upon the exercise of outstanding options or warrants or conversion of convertible securities), or any material change in the short-term or long-term debt (other than as a result of the conversion of convertible securities of the Companysecurities), or any issuance of options, warrants, convertible securities or other rights to purchase the share capital stock, of the Company or any of its Subsidiariessubsidiaries, or any material adverse change in the general affairs, condition (financial or otherwise), business, prospects, management, properties, operations or results of operations of the Company and its Subsidiariessubsidiaries, taken as a whole (“Material Adverse Change”), ) or any development which could reasonably would 3reasonably be expected to result in any Material Adverse Change.

Absence of Certain Events. Except as contemplated in the Pricing Time of Sale Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Pricing Time of Sale Disclosure Package, neither the Company nor any of its Subsidiaries subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its share capitalcapital stock; and there has not been any change in the share capital stock (other than a change in the number of outstanding Ordinary Shares shares of the Company Common Stock due to the issuance of shares upon the exercise of outstanding options or warrants or conversion of convertible securities), or any material change in the short-term or long-term debt (other than as a result of the conversion of convertible securities of the Companysecurities), or any issuance of options, warrants, convertible securities or other rights to purchase the share capital stock, of the Company or any of its Subsidiariessubsidiaries, or any material adverse change in the general affairs, condition (financial or otherwise), business, prospects, management, properties, operations or results of operations of the Company and its Subsidiariessubsidiaries, taken as a whole (“Material Adverse Change”), ) or any development which could reasonably be expected to result in any Material Adverse Change.

Absence of Certain Events. Except as contemplated in the Pricing Time of Sale Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Pricing Time of Sale Disclosure Package, neither the Company nor any of its Subsidiaries subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its share capitalcapital stock; and there has not been any change in the share capital stock (other than a change in the number of outstanding Ordinary Shares shares of the Company Common Stock due to the issuance of shares upon the exercise of outstanding options or warrants or conversion of convertible securities), or any material change in the short-term or long-term debt (other than as a result of the conversion of convertible securities of the Companysecurities), or any issuance of options, warrants, convertible securities or other rights to purchase the share capital stock, of the Company or any of its Subsidiariessubsidiaries, or any material adverse change in the general affairs, condition (financial or otherwise), business, prospects, management, properties, operations or results of operations of the Company and its Subsidiariessubsidiaries, taken as a whole (“"Material Adverse Change”), ") or any development which could reasonably be expected to result in any Material Adverse Change.

Absence of Certain Events. Except as contemplated in the Pricing Time of Sale Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Pricing Time of Sale Disclosure PackagePackage and the Prospectus, neither the Company nor any of its Subsidiaries subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its share capitalcapital stock; and there has not been any change in the share capital stock (other than a change in the number of outstanding Ordinary Shares shares of the Company Common Stock due to the issuance of shares upon the exercise of outstanding options or warrants or conversion of convertible securities), or any material change in the short-term or long-term debt (other than as a result of the conversion of convertible securities of the Companysecurities), or any issuance of options, warrants, convertible securities or other rights to purchase the share capital stock of the Company or any of its Subsidiariessubsidiaries, or any material adverse change in the general affairs, condition (financial or otherwise), business, prospects, management, properties, operations or results of operations of the Company and its Subsidiariessubsidiaries, taken as a whole (“Material Adverse Change”), ) or any development which could reasonably be expected to result in any Material Adverse Change.. ​

Absence of Certain Events. Except as contemplated in the Pricing Time of Sale Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Pricing Time of Sale Disclosure PackagePackage and in the Prospectus, neither the Company nor any of its Subsidiaries subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its share capitalcapital stock; and there has not been any change in the share capital stock (other than a change in the number of outstanding Ordinary Shares shares of the Company Common Stock due to the issuance of shares upon the exercise of outstanding options or warrants or conversion of convertible securities), or any material change in the short-term or long-term debt (other than as a result of the conversion of convertible securities of the Companysecurities), or any issuance of options, warrants, convertible securities or other rights to purchase the share capital stock, of the Company or any of its Subsidiariessubsidiaries, or any material adverse change in the general affairs, condition (financial or otherwise), business, prospects, management, properties, operations or results of operations of the Company and its Subsidiariessubsidiaries, taken as a whole (“Material Adverse Change”), or any development which could reasonably be expected to result in any Material Adverse Change.

Absence of Certain Events. Except as contemplated disclosed in the Pricing Time of Sale Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Pricing Time of Sale Disclosure Package, neither none of the Company nor or any of its Subsidiaries subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its share capitalcapital stock; and there has not been any change in the share capital stock (other than a change in the number of outstanding Ordinary Shares shares of the Company Common Stock due to the issuance of shares upon the exercise of outstanding options or warrants or conversion of convertible securities, in each case that are disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus), or any material change in the short-term or long-term debt (other than as a result of the conversion of convertible securities of the Company)debt, or any issuance of options, warrants, convertible securities or other rights to purchase the share capital stock, of the Company or any of its Subsidiariessubsidiaries, or any material adverse change in the general affairs, condition (financial or otherwise), business, prospects, management, properties, operations or results of operations of the Company and its Subsidiariessubsidiaries, taken as a whole (“Material Adverse Change”), ) or any development which could reasonably be expected to result in any Material Adverse Change.

Absence of Certain Events. Except as contemplated in the Pricing Time of Sale Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Pricing Time of Sale Disclosure PackagePackage and the Prospectus, neither the Company nor any of its Subsidiaries subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its share capitalcapital stock; and there has not been any change in the share capital stock (other than a change in the number of outstanding Ordinary Shares shares of the Company Common Stock due to the issuance of shares upon the exercise of outstanding options or warrants or conversion of convertible securities), or any material change in the short-term or long-term debt (other than as a result of the conversion of convertible securities of the Companysecurities), or any issuance of options, warrants, convertible securities or other rights to purchase the share capital stock, of the Company or any of its Subsidiariessubsidiaries, or any material adverse change in the general affairs, condition (financial or otherwise), business, prospects, management, properties, operations or results of operations of the Company and its Subsidiariessubsidiaries, taken as a whole (“Material Adverse Change”), ) or any development which could reasonably be expected to result in any Material Adverse Change. Notwithstanding the above, the Company declared a cash dividend of $0.05 per share of outstanding Common Stock on July 12, 2018 and paid such cash dividend on August 13, 2018.

Absence of Certain Events. Except as contemplated in the Pricing Time of Sale Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Pricing Time of Sale Disclosure PackagePackage and the Prospectus, neither the Company nor any of its Subsidiaries subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its share capitalcapital stock; and there has not been any change in the share capital stock (other than a change in the number of outstanding Ordinary Shares shares of the Company Common Stock due to the issuance of shares upon issuance of restricted stock pursuant to equity compensation arrangements and royalty agreements, the exercise of outstanding options or warrants or conversion of convertible securities), or any material change in the short-term or long-term debt (other than as a result of the conversion of convertible securities of the Companysecurities), or any issuance of options, warrants, convertible securities or other rights to purchase the share capital stock of the Company or any of its Subsidiariessubsidiaries, or any material adverse change in the general affairs, condition (financial or otherwise), business, prospects, management, properties, operations or results of operations of the Company and its Subsidiariessubsidiaries, taken as a whole (“Material Adverse Change”), ) or any development which could reasonably be expected to result in any Material Adverse Change.

Absence of Certain Events. Except as contemplated set forth in the Pricing Time of Sale Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Pricing Time of Sale Disclosure PackagePackage and the Prospectus, neither the Company nor any of its Subsidiaries subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its share capitalcapital stock; and there has not been any change in the share capital stock (other than a change in the number of outstanding Ordinary Shares shares of the Company Common Stock due to the issuance of shares upon the exercise of outstanding options or warrants or conversion of convertible securities), or any material change in the short-term or long-term debt (other than as a result of the conversion of convertible securities of the Companysecurities), or any issuance of options, warrants, convertible securities or other rights to purchase the share capital stock, of the Company or any of its Subsidiariessubsidiaries, or any material adverse change in the general affairs, condition (financial or otherwise), business, prospects, management, properties, operations or results of operations of the Company and its Subsidiariessubsidiaries, taken as a whole (“Material Adverse Change”), ) or any development which could reasonably be expected to result in any Material Adverse Change.

Absence of Certain Events. Except as contemplated in the Pricing Time of Sale Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Pricing Time of Sale Disclosure PackagePackage and the Prospectus, neither the Company nor any of its Subsidiaries subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its share capitalcapital stock; and there has not been any change in the share capital stock (other than a change in the number of outstanding Ordinary Shares shares of the Company Common Stock due to the issuance of shares upon the exercise of outstanding options or warrants or conversion of convertible securities), or any material change in the short-term or long-term debt (other than as a result of the conversion of convertible securities of the Companysecurities), or any issuance of options, warrants, convertible securities or other rights to purchase the share capital stock of the Company or any of its Subsidiariessubsidiaries, or any material adverse change in the general affairs, condition (financial or otherwise), business, prospects, management, properties, operations or results of operations of the Company and its Subsidiariessubsidiaries, taken as a whole (“Material Adverse Change”), ) or any development which could would reasonably be expected to result in any Material Adverse Change.

Absence of Certain Events. Except as contemplated in the Pricing Time of Sale Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Pricing Time of Sale Disclosure PackagePackage and in the Prospectus, neither the Company nor any of its Subsidiaries subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its share capitalcapital stock; and there has not been any change in the share capital stock (other than a change in the number of outstanding Ordinary Shares shares of the Company Common Stock due to the issuance of shares upon the exercise of outstanding options or warrants or conversion of convertible securities), or any material change in the short-term or long-term debt (other than as a result of the conversion of convertible securities of the Companysecurities), or any issuance of options, warrants, convertible securities or other rights to purchase the share capital stock, of the Company or any of its Subsidiariessubsidiaries, or any material adverse change in the general affairs, condition (financial or otherwise), business, prospects, management, properties, operations or results of operations of the Company and its Subsidiariessubsidiaries, taken as a whole (“Material Adverse Change”), ) or any development which could reasonably be expected to result in any Material Adverse Change.

Absence of Certain Events. Except as contemplated in the Pricing Time of Sale Disclosure Package and in the Prospectus, subsequent to the respective dates as date of which information is given the most recent financial statements of the Company included in the Pricing Time of Sale Disclosure Package, neither the Company nor any of its Subsidiaries subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its share capitalcapital stock; and there has not been any change in the share capital stock (other than a change in the number of outstanding Ordinary Shares shares of the Company Common Stock due to the issuance of shares upon the exercise of outstanding options or warrants or conversion of convertible securities), or any material change in the short-term or long-term debt (other than as a result of the conversion of convertible securities of the Companysecurities), or any issuance of options, warrants, convertible securities or other rights to purchase the share capital stock, of the Company or any of its Subsidiariessubsidiaries, or any material adverse change in the general affairs, condition (financial or otherwise), business, prospects, management, properties, operations operations, condition (financial or otherwise) or results of operations of the Company and its Subsidiariessubsidiaries, taken as a whole (“Material Adverse Change”), ) or any development which could reasonably be expected to result in any Material Adverse Change.

Absence of Certain Events. Except as contemplated in the Pricing Time of Sale Disclosure Package and in the each Prospectus, subsequent to the respective dates as of which information is given in the Pricing Time of Sale Disclosure Package, neither the Company nor any of its Subsidiaries subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its share capitalcapital stock; and there has not been any change in the share capital stock (other than a change in the number of outstanding Ordinary Shares shares of the Company Common Stock due to the issuance of shares upon the exercise of outstanding options or warrants or conversion of convertible securities), or any material change in the short-term or long-term debt (other than as a result of the conversion of convertible securities of the Companysecurities), or any issuance of options, warrants, convertible securities or other rights to purchase the share capital stock, of the Company or any of its Subsidiariessubsidiaries, or any material adverse change in the general affairs, condition (financial or otherwise), business, prospects, management, properties, operations or results of operations of the Company and its Subsidiariessubsidiaries, taken as a whole (“Material Adverse Change”), ) or any development which could reasonably be expected to result in any Material Adverse Change.

Absence of Certain Events. Except as contemplated in the Pricing Registration Statement, the Time of Sale Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Pricing Time of Sale Disclosure Package, neither the Company nor any of its Subsidiaries subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its share capitalcapital stock; and there has not been any change in the share capital stock (other than a change in the number of outstanding Ordinary Shares shares of the Company Common Stock due to the issuance of shares upon the exercise of outstanding options or warrants or conversion of convertible securities), or any material change in the short-term or long-term debt (other than as a result of the conversion of convertible securities of the Companysecurities), or any issuance of options, warrants, convertible securities or other rights to purchase the share capital stock, of the Company or any of its Subsidiariessubsidiaries, or any material adverse change in the general affairs, condition (financial or otherwise), business, prospects, management, properties, operations or results of operations of the Company and its Subsidiariessubsidiaries, taken as a whole (“Material Adverse Change”), ) or any development which could would reasonably be expected to result in any Material Adverse Change.

Absence of Certain Events. Except as contemplated in the Pricing Time of Sale Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Pricing Time of Sale Disclosure PackagePackage and the Prospectus, neither the Company nor any of its Subsidiaries subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its share capitalcapital stock; and there has not been any change in the share capital stock (other than a change in the number of outstanding Ordinary Shares shares of the Company Common Stock due to the issuance of shares upon the exercise of outstanding options or warrants or conversion of convertible securities), or any material change in the short-term short‑term or long-term long‑term debt (other than as a result of the conversion of convertible securities of the Companysecurities), or any issuance of options, warrants, convertible securities or other rights to purchase the share capital stock of the Company or any of its Subsidiariessubsidiaries, or any material adverse change in the general affairs, condition (financial or otherwise)condition, business, prospects, management, properties, operations or results of operations of the Company and its Subsidiariessubsidiaries, taken as a whole (“"Material Adverse Change”), ") or any development which could reasonably be expected to result in any Material Adverse Change.

Absence of Certain Events. Except as contemplated in the Pricing Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Pricing Time of Sale Disclosure Package, neither the Company nor any of its Subsidiaries subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its share capitalcapital stock; and there has not been any change in the share capital stock (other than a change in the number of outstanding Ordinary Shares shares of the Company Common Stock due to the issuance of shares upon the exercise of outstanding options or warrants or conversion of convertible securities), or any material change in the short-term or long-term debt (other than as a result of the conversion of convertible securities of the Companysecurities), or any issuance of options, warrants, convertible securities or other rights to purchase the share capital stock, of the Company or any of its Subsidiariessubsidiaries, or any material adverse change in the general affairs, condition (financial or otherwise), business, prospects, management, properties, operations or results of operations of the Company and its Subsidiariessubsidiaries, taken as a whole (“Material Adverse Change”), ) or any development which could reasonably be expected to result in any Material Adverse Change.

Absence of Certain Events. Except as contemplated in the Pricing Registration Statement, the Time of Sale Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Pricing Disclosure Packagetherein, neither the Company nor any of its Subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or nor declared or paid any dividends or made any distribution of any kind with respect to its share capitalcapital stock; and there has not been any change in the share capital stock (other than a change in the number of outstanding Ordinary Shares shares of the Company Common Stock due to the issuance of shares upon the exercise of outstanding options or warrants or conversion of convertible securities), or any material change in the short-term or long-term debt (other than as a result of the conversion of convertible securities of the Companysecurities), or any issuance of options, warrants, convertible securities or other rights to purchase the share capital stock of the Company or any of its Subsidiaries, or any material adverse change in the general affairs, condition (financial or otherwise), business, prospects, management, properties, operations operations, earnings, financial position, stockholders’ equity or results of operations of the Company and its Subsidiaries, taken as a whole (“Material Adverse Change”), ) or any development which could reasonably be expected to result in any Material Adverse Change.

Absence of Certain Events. Except as contemplated in the Pricing Time of Sale Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given in the Pricing Time of Sale Disclosure Package, neither the Company nor any of its Subsidiaries subsidiaries has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions, or declared or paid any dividends or made any distribution of any kind with respect to its share capitalcapital stock; and there has not been any change in the share capital stock (other than a change in the number of outstanding Ordinary Shares shares of the Company Common Stock due to the issuance of shares upon the exercise of outstanding options or warrants or conversion of convertible securities), or any material change in the short-term short‑term or long-term long‑term debt (other than as a result of the conversion of convertible securities of the Companysecurities), or any issuance of options, warrants, convertible securities or other rights to purchase the share capital stock, of the Company or any of its Subsidiariessubsidiaries, or any material adverse change in the general affairs, condition (financial or otherwise), business, prospects, management, properties, operations or results of operations of the Company and its Subsidiariessubsidiaries, taken as a whole (“"Material Adverse Change”), ") or any development which could reasonably be expected to result in any Material Adverse Change.