Common use of Exempt Transactions Clause in Contracts

Exempt Transactions. The Company shall have no obligation to Register any Registrable Securities under this Section 3 in connection with a Registration by the Company (i) relating solely to the sale of securities to participants in a Company share plan, or (ii) relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act (or comparable provision under the laws of another jurisdiction, as applicable).

Exempt Transactions. The Company shall have no obligation to Register any Registrable Securities under this Section 3 hereof in connection with a Registration by the Company (i) relating solely to the sale of securities to participants in a Company company share plan, or (ii) relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act (or comparable provision under the laws Laws of another jurisdiction, as applicable).

Exempt Transactions. The Company shall have no obligation to Register any Registrable Securities under this Section 3 in connection with a Registration by the Company (i) relating solely to the sale of securities to participants in a Company share plan, or (ii) relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act (or comparable provision under the laws Laws of another jurisdiction, as applicable).

Exempt Transactions. The Company shall have no obligation to Register any Registrable Securities under this Section 3 2.2 in connection with a Registration by the Company (i) relating solely to the sale of securities to participants in a Company share plan, or (ii) relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act (or comparable provision under the laws of another jurisdiction, as applicable), or (iii) on any form that does not include substantially the same information as would be required to be included in a Registration Statement covering the sale of the Registrable securities.

Exempt Transactions. The Company shall have no obligation to Register register any Registrable Securities under this Section 3 in connection with a Registration by the Company (i) relating solely to the sale of securities to participants in a Company share plan, or (ii) relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act (or comparable provision under the laws of another jurisdiction, as applicable).

Exempt Transactions. The Company shall have no obligation to Register any Registrable Securities under this Section 3 in connection with a Registration by the Company (i) relating solely to the sale of securities to participants in a Company share stock plan, or (ii) relating to a corporate reorganization or other transaction reorganization, (iii) relating to transactions under Rule 145 of the Securities Act (or comparable provision under the laws Laws of another jurisdiction, as applicable)) or with respect to a Company benefit plan or under Form S-8 or Form F-8 or similar or successor registration statement, or (iv) on any form that does not include substantially the same information as would be required to be included in a Registration Statement covering the sale of the Registrable Securities.

Exempt Transactions. The Company shall have no obligation to Register any Registrable Securities under this Section 3 in connection with a Registration by the Company (i) relating solely to the sale of securities to participants in a Company share plan or equity incentive plan, or (ii) relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act (or comparable provision under the laws Laws of another jurisdiction, as applicable).

Exempt Transactions. The Company shall have no obligation to Register any Registrable Securities under this Section 3 in connection with a Registration by the Company (i) relating solely to the sale of securities to participants in a Company share stock plan, or (ii) relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act (or comparable provision under the laws of another jurisdiction, as applicable), or (iii) on any form that does not include substantially the same information as would be required to be included in a Registration Statement covering the sale of the Registrable Securities.

Exempt Transactions. The Company shall have no obligation to Register any Registrable Securities under this Section 3 of this Exhibit in connection with a Registration by the Company (i) relating solely to the sale of securities to participants in a Company share plan, or (ii) relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act (or comparable provision under the laws of another jurisdiction, as applicable).

Exempt Transactions. The Company shall have no obligation to Register register the sale of any Registrable Securities under this Section 3 2.2 in connection with a Registration registration by the Company (i) relating solely to the sale of securities to participants in a Company share or option plan, or (ii) relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act (or comparable provision under the laws of another jurisdiction, as applicable)Act.

Exempt Transactions. The Company shall have no obligation to Register any Registrable Securities under this Section 3 SECTION 16.2. in connection with a Registration by the Company (i) relating solely to the sale of securities to participants in a Company share plan, or (ii) relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act (or comparable provision under the laws of another jurisdiction, as applicable), or (iii) on any form that does not include substantially the same information as would be required to be included in a Registration Statement covering the sale of the Registrable securities.

Exempt Transactions. The Company shall have no obligation to Register any Registrable Securities under this Section 3 in connection with a Registration by the Company (ia) relating solely to the sale of securities to participants in a Company share plan, or (iib) relating to a corporate reorganization or other transaction under Rule rule 145 of the Securities Act (or comparable provision under the laws Laws of another jurisdiction, as applicable).

Exempt Transactions. The Company shall have no obligation to Register any Registrable Securities under this Section 3 in connection with a Registration by the Company (i) relating solely to the sale of securities to participants in a Company share accordance with an employee benefit plan, or (ii) relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act (or comparable provision under the laws of another jurisdiction, as applicable) duly approved by the board of directors of the Company in accordance with Section 4 of the Agreement (collectively, “Exempt Registrations”).

Exempt Transactions. The Company shall have no obligation to Register register the sale of any Registrable Securities under this Section 3 ‎2.2 in connection with a Registration registration by the Company (i) relating solely to the sale of securities to participants in a Company share or option plan, or (ii) relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act (or comparable provision under the laws of another jurisdiction, as applicable)Act.

Exempt Transactions. The Company shall have no obligation to Register any Registrable Securities under this Section 3 in connection with a Registration by the Company (i) relating solely to the sale of securities to participants in a Company share option, share purchase or similar plan, or (ii) relating to a corporate reorganization or other transaction under Rule 145 of promulgated under the Securities Act (or comparable provision under the laws of another jurisdiction, as applicable)) or (iii) on any form that does not include substantially the same information as would be required to be included in a Registration Statement covering the sale of the Registrable Securities.

Exempt Transactions. The Company shall have no obligation to Register any Registrable Securities under this Section 3 hereof in connection with a Registration by the Company (i) relating solely to the sale of securities to participants in a Company company share plan, or (ii) relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act (or comparable provision under the laws of another jurisdiction, as applicable).

Exempt Transactions. The Company shall have no obligation to Register any Registrable Securities under this Section 3 in connection with a Registration by the Company (i) relating solely to the sale of securities to participants in a Company share planShare Option Scheme, or (ii) relating to a corporate reorganization or other transaction under pursuant to Rule 145 of under the Securities Act (or comparable provision under the laws of another jurisdiction, as applicable)) or (iii) on any form that does not include substantially the same information as would be required to be included in a Registration Statement covering the sale of the Registrable Securities.

Exempt Transactions. The Company shall have no obligation to Register any Registrable Securities under this Section 3 10.02 in connection with a Registration by the Company (i) relating solely to the sale of securities to participants in a Company share stock plan, or (ii) relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act (or comparable provision under the laws of another jurisdiction, as applicable), or (iii) on any form that does not include substantially the same information as would be required to be included in a Registration Statement covering the sale of the Registrable Securities.

Exempt Transactions. The Company shall have no obligation to Register any Registrable Securities under this Section 3 7 in connection with a Registration by the Company (i) relating solely to the sale of securities to participants in a Company share stock plan, or (ii) relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act (or comparable provision under the laws Laws of another jurisdiction, as applicable), or (iii) on any form that does not include substantially the same information as would be required to be included in a Registration Statement covering the sale of the Registrable Securities.

Exempt Transactions. The Company shall have no obligation to Register any Registrable Securities under this Section 3 hereof in connection with a Registration by the Company (i) relating solely to the sale of securities to participants in a Company company share planplan registered on a Form S-8, or (ii) relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act or (or comparable provision under the laws of another jurisdiction, as applicable)iii) in an underwritten public offering.

Exempt Transactions. The Company shall have no obligation to Register any Registrable Securities under this Section 3 in connection with a Registration by the Company (i) relating solely to the sale of securities to participants in a Company share stock plan, or (ii) relating to a corporate reorganization or other transaction under Rule 145 of promulgated under the Securities Act (or comparable provision under the laws of another jurisdiction, as applicable), or (iii) on any form that does not include substantially the same information as would be required to be included in a Registration Statement covering the sale of the Registrable Securities.

Exempt Transactions. The Company shall have no obligation to Register any Registrable Securities under this Section 3 in connection with a Registration by the Company (i) relating solely to the sale of securities to participants in a Company share equity incentive plan, or (ii) relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act (or comparable provision under the laws of another jurisdiction, as applicable)) or (iii) a registration on Form S-8 or any successor form to such form.

Exempt Transactions. The Company shall have no obligation to Register any Registrable Securities under this Section 3 in connection with a Registration by the Company (i) relating solely to the sale of securities to participants in a Company share plan, or (ii) relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act (or comparable provision under the laws of another jurisdiction, as applicable), or (iii) on any form that does not include substantially the same information as would be required to be included in a Registration Statement covering the sale of the Registrable Securities.

Exempt Transactions. The Company shall have no obligation to Register any Registrable Securities under this Section 3 5.2 in connection with a Registration by the Company (i) relating solely to the sale of securities to participants in a Company share plan, or (ii) relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act (or comparable provision under the laws of another jurisdiction, as applicable), or (iii) on any form that does not include substantially the same information as would be required to be included in a Registration Statement covering the sale of the Registrable securities.

Exempt Transactions. The Company shall have no obligation to Register register any Registrable Securities under this Section 3 2(b) in connection with a Registration registration by the Company (i) relating solely to the sale of securities to participants in a Company share plan, or (ii) relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act (or comparable provision under the laws of another jurisdiction, as applicable)) or (iii) on any form that does not include substantially the same information as would be required to be included in a Registration Statement covering the sale of the Registrable Securities.

Exempt Transactions. The Company shall have no obligation to Register any Registrable Securities under this Section 3 11.3 hereof in connection with a Registration by the Company (i) relating solely to the sale of securities to participants in a Company company share plan, or (ii) relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act (or comparable provision under the laws Laws of another jurisdiction, as applicable).

Exempt Transactions. The Company shall have no obligation to Register any Registrable Securities under this Section 3 4.2 in connection with a Registration by the Company (i) relating solely to the sale of securities to participants in a Company share stock plan, or (ii) relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act (or comparable provision under the laws of another jurisdiction, as applicable), or (iii) on any form that does not include substantially the same information as would be required to be included in a Registration Statement covering the sale of the Registrable Securities.

Exempt Transactions. The Company shall have no obligation to Register any Registrable Securities under this Section 3 SECTION 16.2. in connection with a Registration by the Company (i) relating solely to the sale of securities to participants in a Company share plan, or (ii) relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act (or comparable provision under the laws of another jurisdiction, as applicable), or (iii) on any form that does not include substantially the same information as would be required to be included in a Registration Statement covering the sale of the Registrable securities. SECTION 16.3.

Exempt Transactions. The Company shall have no obligation to Register any Registrable Securities under this Section 3 in connection with a Registration by the Company (i) relating solely to the sale of securities to participants in a Company share equity incentive plan, or (ii) relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act (or comparable provision under the laws of another jurisdiction, as applicable), or (iii) on any form that does not include substantially the same information as would be required to be included in a Registration Statement covering the sale of the Registrable Securities.

Exempt Transactions. The Company shall have no obligation to Register register any Registrable Securities under this Section 3 2 in connection with a Registration by the Company (ia) relating solely to the sale of securities to participants in a Company share equity incentive plan, or (iib) relating to a corporate reorganization or other transaction transactions under Rule 145 of the Securities Act (or comparable provision under the laws of another jurisdiction, as applicable).

Exempt Transactions. The Company shall have no obligation to Register register any Registrable Securities under this Section 3 3.2 in connection with a Registration by the Company (ia) relating solely to the sale of securities to participants in a Company share equity incentive plan, or (iib) relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act (or comparable provision under the laws of another jurisdiction, as applicable), or (c) on any form that does not include substantially the same information as would be required to be included in a Registration Statement covering the sale of the Registrable Securities.

Exempt Transactions. The Company shall have no obligation to Register any Registrable Securities under this Section 3 in connection with a Registration by the Company (i) relating solely to the sale of securities to participants in a Company share award plan, or (ii) relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act (or comparable provision under the laws of another jurisdiction, as applicable)Act.

Exempt Transactions. The Company shall have no obligation to Register any Registrable Securities under this Section Clause 3 in connection with a Registration by the Company (i) relating solely to the sale of securities to participants in a Company share equity incentive plan, or (ii) relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act (or comparable provision under the laws of another jurisdiction, as applicable), or (iii) on any form that does not include substantially the same information as would be required to be included in a Registration Statement covering the sale of the Registrable Securities.

Exempt Transactions. The Company shall have no obligation to Register any Registrable Securities under this Section 3 in connection with a Registration by the Company (i) relating solely to the sale of securities to participants in a Company share equity interest plan, or (ii) relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act (or comparable provision under the laws Laws of another jurisdiction, as applicable).

Exempt Transactions. The Company shall have no obligation to Register any Registrable Securities under this Section 3 in connection with a Registration by the Company (i) relating solely to the sale of securities to participants in a Company share plan, or (ii) relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act (or comparable provision under the laws of another jurisdiction, as applicable).Company

Exempt Transactions. The Company shall have no obligation to Register any Registrable Securities under this Section 3 6.2 in connection with a Registration by the Company (i) relating solely to the sale of securities to participants in accordance with a Company share planBenefits Plan, or (ii) relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act (or comparable provision under the laws of another jurisdictioncollectively, as applicable“Exempt Registrations”).

Exempt Transactions. The Company shall have no obligation to Register any Registrable Securities under this Section Paragraph 3 of this Schedule 2 in connection with a Registration by the Company (i) relating solely to the sale of securities to participants in a Company company share plan, or (ii) relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act (or comparable provision under the laws of another jurisdiction, as applicable).