Common use of Restriction Upon Transfer Clause in Contracts

Restriction Upon Transfer. The Investor undertakes to follow the foregoing restrictions with respect to the offer and sale of the Securities. 6.1. The Securities may only be disposed of in compliance with applicable securities laws. In connection with any transfer of Securities, other than pursuant to an effective registration statement (the “Registration Statement”) or Rule 144, promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule (“Rule 144”), to the Company or to any individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind (each a “Person”) that, directly or indirectly through one or more intermediaries, Controls, as such term is defined in the Securities Act, or is controlled by or is under common control with a Person (each an “Affiliate”) of the Investor, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of the Securities under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights and obligations of the Investor under this Agreement. 6.2. Each certificate representing the Securities, if such securities are being offered to Investor in reliance upon Regulation S as promulgated under the Securities Act, shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or “blue sky” laws): “[NEITHER] THIS SECURITY [NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE] HAS [NOT] BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES [AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY] NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, AND BASED ON AN OPINION OF THE COMPANY’S COUNSEL THAT THE PROVISIONS OF REGULATION S HAVE BEEN SATISFIED, (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (3) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AN OPINION OF THE COMPANY’S COUNSEL, WHICH THE COMPANY’S COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES [OR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY] MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.” 6.3. Certificates evidencing the ADSs or the ADSs issuable upon exercise of the Warrants (the “Warrant ADSs”) shall not contain any legend (including the legend set forth in Section 6.2 hereof), (i) while a registration statement covering the resale of such security is effective under the Securities Act, (ii) following any sale of such ADSs or Warrant ADSs pursuant to Rule 144, (iii) if such ADSs or Warrant ADSs are eligible for sale under Rule 144 without any conditions, or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission) and the Investor shall provide the Company with a “no action” letter from the Commission or a legal opinion confirming the same. The Company shall cause its counsel to issue a legal opinion to the Bank of New York Mellon, and thereafter any successor depository bank of the Company (the “Depository”) or the Investor if required by the Depository to effect the removal of the legend hereunder, or if requested by the Investor, respectively. If all or a portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the Warrant ADSs, then such ADSs and the Warrant ADSs shall be issued free of all legends. The Company agrees that following such time as the legend is no longer required under this Section 6.3, it will, no later than the earlier of (i) three (3) trading days (which shall not include Friday, Saturday and public holidays in Israel) on which the trading market is open for trading and (ii) the number of trading days comprising the Standard Settlement Period (as defined below) following the delivery by the Investor to the Company or the Depository of a certificate representing ADSs or Warrant ADSs, as applicable, issued with a restrictive legend (such date, the “Legend Removal Date”), deliver or cause to be delivered to the Investor a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Depository that enlarge the restrictions on transfer set forth in this Section 6. Certificates for Securities subject to legend removal hereunder shall be transmitted by the Depository to the Investor by crediting the account of the Investor’s prime broker with the Depository Trust Company as directed by the Investor. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of trading Days, on the Company’s primary trading market with respect to the ADSs as in effect on the date of delivery of a certificate representing ADSs issued with a restrictive legend.

Restriction Upon Transfer. The Investor undertakes to follow the foregoing restrictions with respect to the offer and sale of the Securities. 6.15.1. The Securities Ordinary Shares may only be disposed of in compliance with applicable securities laws. In connection with any transfer of SecuritiesOrdinary Shares, other than pursuant to an effective registration statement (the “Registration Statement”) or Rule 144, promulgated by the United States Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission SEC having substantially the same purpose and effect as such Rule (“Rule 144”), to the Company or to any individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind (each a “Person”) that, directly or indirectly through one or more intermediaries, Controls, as such term is defined in the Securities Act, or is controlled by or is under common control with a Person (each an “Affiliate”) of the Investoran Investor or in connection with a pledge as contemplated in Section 5.2, the Company may require will provide, at the transferor thereof to provide Company’s sole cost and expense, to the Company Company’s transfer agent an opinion of company counsel selected by the transferor and reasonably acceptable to the Company’s transfer agent, the form and substance of which opinion shall be reasonably satisfactory to the Company’s transfer agent, to the effect that such transfer does not require registration of the Securities Ordinary Shares under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights and obligations of the an Investor under this Agreement. 6.25.2. Each certificate representing The Investors agree to the Securitiesimprinting, if such securities are being offered to Investor in reliance upon Regulation S so long as promulgated under the Securities Actis required by this Section 5.2, shall be stamped or otherwise imprinted with of a legend substantially on the Ordinary Shares sold pursuant to this Agreement in the following form (in addition to any legend required by applicable state securities or “blue sky” laws): “[NEITHER] form: THIS SECURITY [NOR HAS NOT BEEN REGISTERED WITH THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE] HAS [NOT] BEEN REGISTERED UNDER AND EXCHANGE COMMISSION OR THE SECURITIES ACT COMMISSION OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES [AND THE SECURITIES ISSUABLE IN RELIANCE UPON EXERCISE OF THIS SECURITY] NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND BASED ON AN OPINION OF THE COMPANY’S COUNSEL THAT THE PROVISIONS OF REGULATION S HAVE BEEN SATISFIEDAND, (2) ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (3) PURSUANT TO AN AVAILABLE EXEMPTION FROM FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AN OPINION OF THE COMPANY’S COUNSEL, WHICH THE COMPANY’S COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES [OR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY] MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES REPRESENTED ACT OR OTHER LOAN SECURED BY THIS CERTIFICATE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACTSUCH SECURITIES.” 6.35.3. The Company acknowledges and agrees that an Investor may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Ordinary Shares to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and, if required under the terms of such arrangement, such Investor may transfer pledged or secured Ordinary Shares to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledge. At the appropriate Investor’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Ordinary Shares may reasonably request in connection with a pledge or transfer of the Ordinary Shares. 5.4. Certificates evidencing the ADSs or the ADSs issuable upon exercise of the Warrants (the “Warrant ADSs”) Ordinary Shares shall not contain any legend (including the legend set forth in Section 6.2 5.2 hereof), (i) while a registration statement covering the resale of such security is effective under the Securities Act, (ii) following any sale of such ADSs or Warrant ADSs Ordinary Shares pursuant to Rule 144, (iii) if such ADSs or Warrant ADSs Ordinary Shares are eligible for sale under Rule 144 without any conditions144, or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the CommissionSEC) and the Company, if it so desires, shall obtain at its cost and expense and provide a copy for the benefit of the Investor shall provide the Company with a “"no action” " letter from the Commission SEC or a legal opinion confirming the same. The Company shall cause its counsel to issue a legal opinion to the Bank of New York MellonVStock Transfer LLC, and thereafter any successor depository bank transfer agent of the Company (the “DepositoryTransfer Agent”) or the Investor if required by the Depository Transfer Agent to effect the removal of the legend hereunder, or if requested by the an Investor, respectively. If all or a portion of a Warrant is exercised at a time when there is an effective registration statement to cover the resale of the Warrant ADSs, then such ADSs and the Warrant ADSs shall be issued free of all legends. The Company agrees that following such time as the legend is no longer required under this Section 6.35.4, it will, no later than on the earlier of (i) three two (32) trading days (which shall not include Friday, Saturday and public holidays in Israel) on which Trading Days following the trading market is open for trading delivery by an Investor to the Company or the Transfer Agent of a certificate representing Ordinary Shares issued with a restrictive legend and (ii) the number of trading days Trading Days comprising the Standard Settlement Period (as defined below) following the delivery by the Investor to the Company or the Depository of a certificate representing ADSs or Warrant ADSs, as applicable, issued with a restrictive legend (such date, the “Legend Removal Date”), deliver or cause to be delivered to the such Investor a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Depository Transfer Agent that enlarge the restrictions on transfer set forth in this Section 65. Certificates for Securities shares subject to legend removal hereunder shall be transmitted by the Depository Transfer Agent to the Investor by crediting the account of the Investor’s prime broker with the Depository Trust Company System as directed by the such Investor. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of trading Trading Days, on the Company’s primary trading market Trading Market with respect to the ADSs Ordinary Shares as in effect on the date of delivery of a certificate representing ADSs issued with a restrictive legendthe delegending request.