Common use of Exemption from Liability Under Section 16(b) Clause in Contracts

Exemption from Liability Under Section 16(b). (a) Provided that the Company delivers to Parent the Section 16 Information with respect to the Company prior to the Effective Time, the Board of Directors of Parent, or a committee of Non-Employee Directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall adopt a resolution in advance of the Effective Time providing that the receipt by the Company Insiders of Parent Shares in exchange for Company Shares, and of options to purchase Parent Shares in exchange for options to purchase Company Shares, in each case pursuant to the transactions contemplated hereby and to the extent such securities are listed in the Section 16 Information, are intended to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act.

Exemption from Liability Under Section 16(b). (a) Provided that the Company delivers to The Parent the Section 16 Information with respect to the Company prior to the Effective Time, the Board of Directors of ParentBoard, or a committee thereof consisting of Nonnon-Employee Directors thereof employee directors (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall adopt a resolution in advance of the Effective Time providing that the receipt by the Company Insiders of Parent Ordinary Shares represented by Parent ADSs in exchange for shares of Company SharesCommon Stock, and of options to purchase Parent Ordinary Shares in exchange for options to purchase upon assumption and conversion of Company SharesStock Options, in each case pursuant to the transactions contemplated hereby and to the extent such securities are listed in the Section 16 Information, are is intended to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act.

Exemption from Liability Under Section 16(b). (a) Provided that the Company delivers to Parent the Section 16 Information with respect to the Company prior to the Effective Time, the Board The board of Directors directors of Parent, or a committee thereof consisting exclusively of Non-Employee Directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall adopt a resolution in advance of the Effective Time providing that the receipt by the Company Insiders of Parent Shares Common Stock in exchange for shares of Company SharesCommon Stock, and of options to purchase Parent Shares in exchange for options to purchase Common Stock upon assumption of Company SharesOptions, in each case pursuant to the transactions contemplated hereby Transactions and to the extent such securities are listed in the Section 16 Information, are is intended to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act.

Exemption from Liability Under Section 16(b). (a) Provided that the Company delivers to Parent the Section 16 Information with respect to the Company prior to the Effective Time, the The Board of Directors of Parentthe Buyer, or a committee thereof consisting of Nonnon-Employee Directors thereof employee directors (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall adopt a resolution in advance of the Effective Time providing that the receipt by the Company Insiders of Parent Shares Buyer Common Stock in exchange for shares of Company SharesCommon Stock, and of options to purchase Parent Shares in exchange for options to purchase Buyer Common Stock upon assumption and conversion of Company SharesOptions, in each case pursuant to the transactions contemplated hereby and to the extent such securities are listed in the Section 16 Information, are is intended to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act.

Exemption from Liability Under Section 16(b). (a) Provided that the Company delivers to Parent the Section 16 Information with respect to the Company prior to the Effective Time, the The Board of Directors of Parentthe Buyer, or a committee thereof consisting of Nonnon-Employee Directors thereof employee directors (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall adopt a resolution in advance of the Effective Time providing that the receipt by the Company Insiders of Parent Shares Buyer Common Stock in exchange for shares of Company SharesCommon Stock, and of options to purchase Parent Shares in exchange for options to purchase Buyer Common Stock upon assumption and conversion of Company SharesOptions, in each case pursuant to the transactions contemplated hereby and to the extent such securities are listed in the Section 16 Information, are is intended to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act.. EXECUTION COPY

Exemption from Liability Under Section 16(b). (a) Provided that the Company delivers to Parent the Section 16 Information with respect to the Company prior to the Effective Time, the The Board of Directors of Parentthe Buyer, or a committee thereof consisting of Nonnon-Employee Directors thereof employee directors (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall adopt a resolution in advance of the Effective Time providing that the receipt by the Company Insiders of Parent Shares Buyer Common Stock in exchange for shares of Company SharesCommon Stock, and of options to purchase Parent Shares in exchange for options to purchase Buyer Common Stock upon assumption and conversion of Company SharesStock Options, in each case pursuant to the transactions contemplated hereby and to the extent such securities are listed in the Section 16 Information, are is intended to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act.

Exemption from Liability Under Section 16(b). (a) Provided that the Company delivers to Parent the Section 16 Information with respect to the Company prior to the Effective Time, the The Board of Directors of ParentBuyer, or a committee thereof consisting of Nonnon-Employee Directors thereof employee directors (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall adopt a resolution in advance of the Effective Time providing that the receipt by the Company Insiders of Parent Shares Buyer Common Stock in exchange for shares of Company SharesCommon Stock, and of options to purchase Parent Shares in exchange for options to purchase Buyer Common Stock upon Buyer's assumption of Company SharesOptions, in each case pursuant to the transactions contemplated hereby and to the extent such securities are listed in the Section 16 Information, are is intended to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act.

Exemption from Liability Under Section 16(b). (a) Provided that the Company delivers to Parent the Section 16 Information (as defined below) with respect to the Company prior to the Effective Time, the Board of Directors of Parent, or a committee of Non-Employee Directors thereof (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall will adopt a resolution in advance of the Effective Time providing that the receipt by the Company Insiders of Parent Shares Common Stock in exchange for shares of Company Shares, and of options to purchase Parent Shares in exchange for options to purchase Company Shares, in each case Common Stock pursuant to the transactions contemplated hereby and to the extent such securities are listed in the Section 16 Information, are intended to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act.

Exemption from Liability Under Section 16(b). (a) Provided that the Company delivers to Parent the Section 16 Information with respect to the Company prior to the Effective Time, the The Board of Directors of ParentBuyer, or a committee thereof consisting of Nonnon-Employee Directors thereof employee directors (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall adopt a resolution in advance of the Effective Time providing that the receipt by the Company Insiders of Parent Shares Buyer Common Stock in exchange for shares of Company SharesCommon Stock, and of options to purchase Parent Shares in exchange for options to purchase Buyer Common Stock upon Buyer’s assumption of Company SharesOptions, in each case pursuant to the transactions contemplated hereby and to the extent such securities are listed in the Section 16 Information, are is intended to be exempt from liability pursuant to Rule 16b-3 under the Exchange Act.