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

Exemption from Liability Under Section 16(b). (a) The Parent Board, or a committee thereof consisting of non-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 Common Stock, and of options to purchase Parent Ordinary Shares upon assumption and conversion of Company Stock Options, in each case pursuant to the transactions contemplated hereby and to the extent such securities are listed in the Section 16 Information, is intended to be exempt pursuant to Rule 16b-3 under the Exchange Act. (b) For purposes of this Agreement, “Section 16 Information” means information regarding the Company Insiders and the number of shares of Company Common Stock or other Company equity securities deemed to be beneficially owned by each such Company Insider and expected to be exchanged for Parent Ordinary Shares represented by Parent ADSs, or options to purchase Parent Ordinary Shares, in each case, in connection with the Merger, which shall be provided by the Company to the Parent within 10 business days after the date of this Agreement.

Exemption from Liability Under Section 16(b). (a) The Parent BoardBoard of Directors of the Parent, or a committee thereof consisting of non-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 Common Stock, and of options to purchase Parent Ordinary Shares Stock Options upon assumption and conversion substitution of Company Stock Options, in each case pursuant to the transactions contemplated hereby and to the extent such securities are listed in the Section 16 Information, is intended to be exempt pursuant to Rule 16b-3 under the Exchange Act. (b) The Company shall provide the Section 16 Information to the Parent at least ten (10) Business Days prior to the Closing. For purposes of this Agreement, “Section 16 Information” means information regarding the Company Insiders and the number of shares of Company Common Stock or other Company equity securities deemed to be beneficially owned by each such Company Insider and expected to be exchanged for Parent Ordinary Shares represented by Parent ADSs, or options to purchase Parent Ordinary Shares, in each case, Common Stock in connection with the Merger, which shall be provided by the Company to the Parent within 10 business days after the date of this Agreement.

Exemption from Liability Under Section 16(b). (a) The Parent BoardBoard of Directors of the Parent, or a committee thereof consisting of non-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 Common Stock in exchange for shares of Company Common Stock, and of options to purchase Parent Ordinary Shares Common Stock upon assumption and conversion of Company Stock Options, in each case pursuant to the transactions contemplated hereby and to the extent such securities are listed in the Section 16 Information, is intended to be exempt pursuant to Rule 16b-3 under the Exchange Act. (b) For purposes of this Agreement, “Section 16 Information” means information regarding the Company Insiders and the number of shares of Company Common Stock or other Company equity securities deemed to be beneficially owned by each such Company Insider and expected to be exchanged for Parent Ordinary Shares represented by Parent ADSsCommon Stock, or options to purchase Parent Ordinary SharesCommon Stock, in each case, in connection with the Merger, which shall be provided by the Company to the Parent within 10 business days after the date of this Agreement.

Exemption from Liability Under Section 16(b). (a) The Parent BoardBoard of Directors of the Buyer, or a committee thereof consisting of non-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 Buyer Common Stock and cash in exchange for shares of Company Common Stock, Stock and of options to purchase Parent Ordinary Shares upon assumption and conversion of Company Common Stock Options, in each case pursuant to the transactions contemplated hereby and to the extent such securities are listed in the Section 16 Information, is intended to be exempt pursuant to Rule 16b-3 under the Exchange Act. (b) For purposes of this Agreement, “Section 16 Information” means information regarding the Company Insiders and the number of shares of Company Common Stock or other Company equity securities deemed to be beneficially owned by each such Company Insider and expected to be exchanged for Parent Ordinary Shares represented by Parent ADSs, or options to purchase Parent Ordinary Shares, in each caseBuyer Common Stock and cash, in connection with the Merger, which shall be provided by the Company to the Parent Buyer within 10 business days after the date of this Agreement.

Exemption from Liability Under Section 16(b). (a) The Parent BoardBoard of Directors of the Buyer, or a committee thereof consisting of non-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 Buyer Common Stock in exchange for shares of Company Common Stock, and of options to purchase Parent Ordinary Shares Buyer Common Stock upon assumption and conversion of Company Stock Options, in each case pursuant to the transactions contemplated hereby and to the extent such securities are listed in the Section 16 Information, is intended to be exempt pursuant to Rule 16b-3 under the Exchange Act. (b) For purposes of this Agreement, “Section 16 Information” means information regarding the Company Insiders and the number of shares of Company Common Stock or other Company equity securities deemed to be beneficially owned by each such Company Insider and expected to be exchanged for Parent Ordinary Shares represented by Parent ADSsBuyer Common Stock, or options to purchase Parent Ordinary SharesBuyer Common Stock, in each case, in connection with the Merger, which shall be provided by the Company to the Parent Buyer within 10 ten (10) business days after the date of this Agreement.

Exemption from Liability Under Section 16(b). (a) The Parent BoardBoard of Directors of the Parent, or a committee thereof consisting of non-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 Common Stock in exchange for shares of Company Common Stock, and of options to purchase Parent Ordinary Shares Common Stock upon assumption and conversion of Company Stock Options, in each case pursuant to the transactions contemplated hereby and to the extent such securities are listed in the Section 16 Information, is intended to be exempt pursuant to Rule 16b-3 under the Exchange Act. (b) For purposes of this Agreement, “Section 16 Information” means information regarding the Company Insiders and the number of shares of Company Common Stock or other Company equity securities deemed to be beneficially owned by each such Company Insider and expected to be exchanged for Parent Ordinary Shares represented by Parent ADSsCommon Stock, or options to purchase Parent Ordinary SharesCommon Stock, in each case, in connection with the Merger, which shall be provided by the Company to the Parent within 10 business days Business Days after the date of this Agreement.

Exemption from Liability Under Section 16(b). (a) The Parent BoardBoard of Directors of Buyer, or a committee thereof consisting of non-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 Buyer Common Stock in exchange for shares of Company Common Stock, and of options to purchase Parent Ordinary Shares Buyer Common Stock upon Buyer's assumption and conversion of Company Stock Options, in each case pursuant to the transactions contemplated hereby and to the extent such securities are listed in the Section 16 Information, is intended to be exempt pursuant to Rule 16b-3 under the Exchange Act. (b) For purposes of this Agreement, “"Section 16 Information” " means information regarding the Company Insiders and the number of shares of Company Common Stock or other Company equity securities deemed to be beneficially owned by each such Company Insider and expected to be exchanged for Parent Ordinary Shares represented by Parent ADSsBuyer Common Stock, or options to purchase Parent Ordinary SharesBuyer Common Stock, in each case, in connection with the Merger, which shall be provided by the Company to the Parent Buyer within 10 business days after the date of this Agreement.

Exemption from Liability Under Section 16(b). (a) The Parent BoardBoard of Directors of the Buyer, or a committee thereof consisting of non-employee directors (as such term is defined for purposes of Rule 16b-3(d) under the Exchange Act), shall be permitted to 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 Common Stock, and of options to purchase Parent Ordinary Shares Buyer Common Stock upon assumption and conversion of Company Stock Options, in each case pursuant to the transactions contemplated hereby and to the extent such securities are listed in the Section 16 Information, is intended to be exempt pursuant to Rule 16b-3 under the Exchange Act. (b) For purposes of this Agreement, “Section 16 Information” means information regarding the Company Insiders and the number of shares of Company Common Stock or other Company equity securities deemed to be beneficially owned by each such Company Insider and expected to be exchanged for Parent Ordinary Shares represented by Parent ADSs, or options to purchase Parent Ordinary Shares, in each case, Buyer Common Stock in connection with the Merger, which shall be provided by the Company to the Parent within Buyer at least 10 business days after Business Days prior to the date of this AgreementClosing.

Exemption from Liability Under Section 16(b). (a) The Parent BoardBoard of Directors of Buyer, or a committee thereof consisting of non-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 Buyer Common Stock in exchange for shares of Company Common Stock, and of options to purchase Parent Ordinary Shares Buyer Common Stock upon Buyer’s assumption and conversion of Company Stock Options, in each case pursuant to the transactions contemplated hereby and to the extent such securities are listed in the Section 16 Information, is intended to be exempt pursuant to Rule 16b-3 under the Exchange Act. (b) For purposes of this Agreement, “Section 16 Information” means information regarding the Company Insiders and the number of shares of Company Common Stock or other Company equity securities deemed to be beneficially owned by each such Company Insider and expected to be exchanged for Parent Ordinary Shares represented by Parent ADSsBuyer Common Stock, or options to purchase Parent Ordinary SharesBuyer Common Stock, in each case, in connection with the Merger, which shall be provided by the Company to the Parent Buyer within 10 business days after the date of this Agreement.

Exemption from Liability Under Section 16(b). (a) The Parent BoardBoard of Directors of the Buyer, or a committee thereof consisting of non-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 Buyer Common Stock in exchange for shares of Company Common Stock, and of options to purchase Parent Ordinary Shares Buyer Common Stock upon assumption and conversion of Company Stock Options, in each case pursuant to the transactions contemplated hereby and to the extent such securities are listed in the Section 16 Information, is intended to be exempt pursuant to Rule 16b-3 under the Exchange Act. (b) For purposes of this Agreement, “"Section 16 Information” " means information regarding the Company Insiders and the number of shares of Company Common Stock or other Company equity securities deemed to be beneficially owned by each such Company Insider and expected to be exchanged for Parent Ordinary Shares represented by Parent ADSsBuyer Common Stock, or options to purchase Parent Ordinary SharesBuyer Common Stock, in each case, in connection with the Merger, which shall be provided by the Company to the Parent Buyer within 10 business days after the date of this Agreement.