Common use of Agreements of Rule 145 Affiliates Clause in Contracts

Agreements of Rule 145 Affiliates. Prior to the Effective Time, the Company shall cause to be prepared and delivered to Parent a list identifying all persons who the Company believes, at the date of the meeting of the Company's stockholders to consider and vote upon the adoption of this Agreement, may be deemed to be "affiliates" of the Company, as that term is used in paragraphs (c) and (d) of Rule 145 under the Securities Act (the "Rule 145 Affiliates"). The Company shall use commercially reasonable best efforts to cause each person who is identified as a Rule 145 Affiliate in such list to deliver to Parent, at or prior to the Effective Time, a written agreement, in the form of Exhibit B. Parent shall be entitled to place restrictive legends on any Parent Ordinary Shares issued to such Rule 145 Affiliates pursuant to the Merger.

Agreements of Rule 145 Affiliates. Prior to the Effective Time, the Company shall cause to be prepared and delivered to Parent a list identifying all persons who the Company believeswho, at the date time of the meeting of the Company's stockholders to consider and vote upon ’s stockholders, the adoption of this Agreement, Company believes may be deemed to be "“affiliates" ” of the Company, as that term is used in paragraphs (c) and (d) of Rule 145 under the Securities Act (the "“Company Rule 145 Affiliates"”). The Company shall use commercially its reasonable best efforts to cause each person who is identified as a Company Rule 145 Affiliate in such list to execute and deliver to Parent, at or prior to the Effective Time, a written agreement, agreement in substantially the form of attached hereto as Exhibit B. C (a “Company Rule 145 Agreement”). As an inducement to such Company Rule 145 Agreements, Parent shall be entitled to place restrictive legends on any Parent Ordinary Shares issued to enter into a written registration rights agreement with such Company Rule 145 Affiliates pursuant to in substantially the Mergerform attached hereto as Exhibit D (the “Registration Rights Agreement”).

Agreements of Rule 145 Affiliates. Prior to the Effective Time, the Company shall cause to be prepared and delivered to Parent and Purchaser a list identifying all persons who the Company believeswho, at the date time of the meeting of the Company's stockholders to consider and vote upon stockholders, the adoption of this Agreement, Company believes may be deemed to be "affiliates" of the Company, as that term is used in paragraphs (c) and (d) of Rule 145 under the Securities Act (the "Company Rule 145 Affiliates"). The Company shall use commercially its reasonable best efforts to cause each person who is identified as a Company Rule 145 Affiliate in such list to execute and deliver to Parent, at or prior to the Effective Time, a written agreement, agreement in substantially the form of attached hereto as Exhibit B. C (a "Company Rule 145 Agreement"). As an inducement to such Company Rule 145 Agreements, Parent shall be entitled to place restrictive legends on any Parent Ordinary Shares issued to enter into a written registration rights agreement with such Company Rule 145 Affiliates pursuant to in substantially the Mergerform attached hereto as Exhibit D (the "Registration Rights Agreement").

Agreements of Rule 145 Affiliates. Prior to the Effective Time, the Company shall cause to be prepared and delivered to Parent and Purchaser a list identifying all persons who the Company believeswho, at the date time of the meeting of the Company's stockholders to consider and vote upon ’s stockholders, the adoption of this Agreement, Company believes may be deemed to be "“affiliates" ” of the Company, as that term is used in paragraphs (c) and (d) of Rule 145 under the Securities Act (the "“Company Rule 145 Affiliates"”). The Company shall use commercially its reasonable best efforts to cause each person who is identified as a Company Rule 145 Affiliate in such list to execute and deliver to Parent, at or prior to the Effective Time, a written agreement, agreement in substantially the form of attached hereto as Exhibit B. C (a “Company Rule 145 Agreement”). As an inducement to such Company Rule 145 Agreements, Parent shall be entitled to place restrictive legends on any Parent Ordinary Shares issued to enter into a written registration rights agreement with such Company Rule 145 Affiliates pursuant to in substantially the Mergerform attached hereto as Exhibit D (the “Registration Rights Agreement”).