Section 5.6. The last sentence of Section 5.6 of the Agreement is hereby amended and restated in its entirety as follows: “The foregoing provisions of this Section 5.6 shall not apply (a) if the Investor and its Affiliates collectively own less than five percent (5%) of Ordinary Shares or American Depositary Shares of the outstanding share capital of the Company or Ordinary Share Equivalents, (b) to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall be applicable to the Investor only if all officers and directors are subject to the same restrictions or (c) if any beneficial owner of at least five percent (5%) of Ordinary Shares or American Depositary Shares of the then outstanding share capital of the Company or Ordinary Share Equivalents (excluding ▇▇▇▇▇ Bros. Advisors LP) is not subject to a Lock-Up Agreement upon the same terms and conditions as the Investor.
Appears in 2 contracts
Sources: Share Purchase Agreement (BeiGene, Ltd.), Share Purchase Agreement (Amgen Inc)