Common use of Covenants of the Selling Shareholders Clause in Contracts

Covenants of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, covenants with each Underwriter as follows: (a) Each Selling Shareholder will deliver to each Underwriter (or its agent), prior to or at the Closing Date, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form. (b) Each Selling Shareholder will deliver to each Underwriter (or its agent), on the date of execution of this Agreement, to the extent applicable to such Selling Shareholder, a properly completed and executed Certification Regarding Beneficial Owners of Legal Entity Customers, together with copies of any additional documentation necessary to comply with 31 CFR § 1010.230. (c) All sums payable by the Company or the Selling Shareholder under this Agreement shall be paid free and clear of and without deductions or withholdings of any present or future taxes or duties, unless the deduction or withholding is required by law, in which case the Company or the Selling Shareholder, as the case may be, shall pay such additional amount as will result in the receipt by each Underwriter of the full amount that would have been received had no deduction or withholding been made. (d) All sums payable to an Underwriter shall be considered exclusive of any value added or similar taxes. Where the Company or, as the case may be, a Selling Shareholder is obliged to pay value added or similar tax on any amount payable hereunder to an Underwriter, the Company or the Selling Shareholder, as the case may be, shall in addition to the sum payable hereunder pay an amount equal to any applicable value added or similar tax.

Covenants of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, covenants with each the Underwriter as follows: (a) Each Selling Shareholder will deliver to each the Underwriter (or its agent), prior to or at the Closing Date, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form. (b) Each Selling Shareholder will deliver to each the Underwriter (or its agent), on the date of execution of this Agreement, to the extent applicable to such Selling Shareholder, a properly completed and executed Certification Regarding Beneficial Owners of Legal Entity Customers, together with copies of any identifying documentation, and each Selling Shareholder undertakes to provide such additional supporting documentation necessary to comply as the Underwriter may reasonably request in connection with 31 CFR § 1010.230the verification of the foregoing Certification. (c) All sums payable by the Company or the Non-U.S. Selling Shareholder under this Agreement shall be paid free and clear of and without deductions or withholdings of any present or future taxes or duties, unless the such deduction or withholding is required by law, in which case the Company or the Non-U.S. Selling Shareholder, as the case may be, Shareholder shall pay such additional amount as will result in the receipt by each the Underwriter of the full amount that would have been received had no deduction or withholding been made. For the avoidance of doubt, no additional amounts shall be payable by the Company or the Non-U.S. Selling Shareholder in respect of taxes or duties imposed on a net income basis due to some connection of the Underwriter with the jurisdiction imposing the tax other than the entering into of this Agreement or receipt of payments hereunder. (d) All sums payable to an Underwriter under this Agreement shall be considered exclusive of any value added or similar taxes. Where the Company or, as the case may be, a Non-U.S. Selling Shareholder is obliged to pay value added or similar tax on any amount payable hereunder to an the Underwriter, the Company or the Non-U.S. Selling Shareholder, as the case may be, Shareholder shall in addition to the sum payable hereunder pay an amount equal to any applicable value added or similar tax, provided that the Underwriter has issued a valid invoice to the Non-U.S. Shareholder.

Covenants of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, covenants with each Underwriter as follows: (a) Each Selling Shareholder will deliver to each Underwriter (or its agent), prior to or at the Closing Date, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form. (b) Each Selling Shareholder will deliver to each Underwriter (or its agent), on the date of execution of this Agreement, to the extent applicable to such Selling Shareholder, a properly completed and executed Certification Regarding Beneficial Owners of Legal Entity Customers, together with copies of any identifying documentation, and each Selling Shareholder undertakes to provide such additional supporting documentation necessary to comply as each Underwriter may reasonably request in connection with 31 CFR § 1010.230the verification of the foregoing Certification. (c) All sums payable by the Company or the Selling Shareholder under this Agreement shall be paid free and clear of and without deductions or withholdings of any present or future taxes or duties, unless the deduction or withholding is required by law, in which case if such taxes or duties are taxes or duties other than capital gains, income, franchise, branch profits or similar taxes, the Company or the Selling Shareholder, as the case may be, shall pay such additional amount as will result in the receipt by each Underwriter of the full amount that would have been received had no deduction or withholding been made. (da) All sums payable to an Underwriter under this Agreement shall be considered exclusive of any value added or similar taxes. Where the Company or, as the case may be, a Selling Shareholder is obliged to pay value added or similar tax on any amount payable by the Company or Selling Shareholder, as the case may be, hereunder to an Underwriter, the Company or the Selling Shareholder, as the case may be, shall in addition to the sum payable hereunder pay an amount equal to any applicable value added or similar tax.

Covenants of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, covenants with each Underwriter as follows: (a) Each Selling Shareholder It will deliver to each Underwriter (or its agent), prior to or at the Closing Date, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form. (b) Each Selling Shareholder It will deliver to each Underwriter (or its agent), prior to or on the date of execution of this Agreement, to the extent applicable to such Selling Shareholder, a properly completed and executed Certification Regarding Beneficial Owners of or Legal Entity Customers, in the form furnished or to be furnished by the Representatives, together with copies of any identifying documentation, and it undertakes to provide such additional supporting documentation necessary to comply as each Underwriter may reasonably request in connection with 31 CFR § 1010.230the verification of the foregoing Certification. (c) All sums payable by the Company or any of the Selling Shareholder Shareholders under this Agreement shall be paid free and clear of and without deductions or withholdings of any present or future taxes or duties, unless the deduction or withholding is required by law, in which case the Company or the applicable Selling ShareholderShareholders, as the case may be, shall pay such additional amount as will result in the receipt by each Underwriter of the full amount that would have been received had no deduction or withholding been mademade (excluding additional amounts in respect of any deduction or withholding imposed (i) due to the existence of any present or former connection between the payee and the taxing jurisdiction other than the mere entering into of this Agreement or receipt of payments hereunder, (ii) in respect of any payment for services rendered in Canada by the payee or its affiliates, or (iii) as a result of a failure by the payee to provide any form or certificate that, in each case, was timely and reasonably requested by the payor and would have reduced or eliminated such deductions or withholding). (d) All sums payable to an Underwriter shall be considered exclusive of any value added or similar taxes. Where the Company or, as the case may be, a Selling Shareholder is obliged to pay value added or similar tax on any amount payable hereunder to an Underwriter, the Company or the Selling Shareholder, as the case may be, shall in addition to the sum payable hereunder pay an amount equal to any applicable value added or similar tax.

Covenants of the Selling Shareholders. (a) Each Selling Shareholder, severally and not jointly, covenants with each Underwriter as follows: (a) Each Selling Shareholder that it will deliver to each Underwriter (or its agent), prior to or at the Closing Date, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form. (b) Each Unless exempted under applicable law, each Selling Shareholder that is a “legal entity customer” (as defined in 31 C.F.R. §1010.230(e)) will deliver to each Underwriter (or its agent), on or before the date of execution of this Agreement, to the extent applicable to such Selling Shareholder, a properly completed and executed Certification Regarding Beneficial Owners of Legal Entity Customers, together with copies of any identifying documentation, and each Selling Shareholder undertakes to provide such additional supporting documentation necessary to comply as each such Underwriter may reasonably request in connection with 31 CFR § 1010.230the verification of the foregoing Certification. (c) All sums payable by the Company or the Selling Shareholder Shareholders under this Agreement shall be paid free and clear of and without deductions or withholdings of any present or future taxes or duties, unless the deduction or withholding is required by law, in which case the Company or the Selling Shareholder, as the case may be, Shareholder shall pay such additional amount as will result in the receipt by each Underwriter of the full amount that would have been received had no deduction or withholding been made. (d) All sums payable to an Underwriter shall be considered exclusive of any value added or similar taxes. Where the Company or, as the case may be, a Selling Shareholder is obliged to pay value added or similar tax on any amount payable hereunder to an Underwriter, the Company or the Selling Shareholder, as the case may be, Shareholder shall in addition to the sum payable hereunder pay an amount equal to any applicable value added or similar tax.

Covenants of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, covenants with each Underwriter as follows: (a) Each Selling Shareholder will deliver to each Underwriter (or its agent), prior to or at the Closing Date, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form. (b) Each Selling Shareholder will deliver to each Underwriter (or its agent), on the date of execution of this Agreement, to the extent applicable to such Selling Shareholder, a properly completed and executed Certification Regarding Beneficial Owners of Legal Entity Customers, together with copies of any additional documentation necessary to comply with 31 CFR § 1010.230. (c) All sums payable by the Company or the each Selling Shareholder under this Agreement shall be paid free and clear of and without deductions or withholdings of any present or future taxes or duties, unless the deduction or withholding is required by law, in which case the Company or the Selling Shareholder, as the case may be, Shareholder shall pay such additional amount as will result in the receipt by so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional amounts payable under this clause) each Underwriter of receives the full amount that would have been received had no deduction or withholding been made. (dc) All sums payable to an Underwriter shall be considered exclusive of any value added or similar taxesVAT. Where the Company or, as the case may be, a Selling Shareholder is obliged to pay value added or similar tax VAT on any amount payable hereunder to an Underwriter, the Company or the Selling Shareholder, as the case may be, Shareholder shall in addition to the sum payable hereunder pay an amount equal to any applicable value added VAT to the extent not recoverable by the Underwriters and subject to receipt of a valid VAT invoice from the Underwriters. (d) Each Selling Shareholder will deliver to each Underwriter (or similar taxits agent), on the date of execution of this Agreement, a properly completed and executed Certification Regarding Beneficial Owners of Legal Entity Customers in respect of (i) such Selling Shareholder and (ii) each beneficial owner of 10% or more of such Selling Shareholder’s outstanding share capital (if applicable), satisfying the beneficial ownership due diligence requirements of the FinCEN, together with copies of identifying documentation, and such Selling Shareholder undertakes to provide such additional supporting documentation as each Underwriter may reasonably request in connection with the verification of the foregoing Certification.

Covenants of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, covenants with each Underwriter as follows: (a) Each Selling Shareholder will deliver to each Underwriter (or its agent), prior to or at the Closing Date, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form. (b) Each Selling Shareholder will deliver to each Underwriter (or its agent), on the date of execution of this Agreement, to the extent applicable to such Selling Shareholder, a properly completed and executed Certification specification Regarding Beneficial Owners of Legal Entity Customers, together with copies of any identifying documentation, and each Selling Shareholder undertakes to provide such additional supporting documentation necessary to comply as each Underwriter may reasonably request in connection with 31 CFR § 1010.230the verification of the foregoing Certification. (c) All sums payable by the Company or the Selling Shareholder under this Agreement shall be paid free and clear of and without deductions or withholdings of any present or future taxes or duties, unless the deduction or withholding is required by law, in which case the Company or the Selling Shareholder, as the case may be, Shareholder shall pay such additional amount as will result in the receipt by each Underwriter of the full amount that would have been received had no deduction or withholding been made. (d) All sums payable to an Underwriter shall be considered exclusive of any value added or similar taxes. Where the Company or, as the case may be, a Selling Shareholder is obliged to pay value added or similar tax on any amount payable hereunder to an Underwriter, the Company or the Selling Shareholder, as the case may be, Shareholder shall in addition to the sum payable hereunder pay an amount equal to any applicable value added or similar tax. (e) The Selling Shareholders shall pay, and shall indemnify and hold the Underwriters harmless against, any stamp, issue, registration, documentary, sales, transfer or other similar taxes or duties imposed under the laws of Switzerland or any political sub-division or taxing authority thereof or therein that is payable in connection with (i) the execution, delivery, consummation or enforcement of this Agreement or (ii) the sale and delivery of the Additional Shares to the Underwriters or purchasers procured by the Underwriters.

Covenants of the Selling Shareholders. Each Selling Shareholder, in addition to its other agreements and obligations hereunder, severally and not jointly, covenants with each Underwriter as follows: (a) Each Such Selling Shareholder has duly executed and delivered to the Representatives a “lock‑up” agreement substantially in the form of Exhibit A hereto (with any such modifications as the Representatives shall have previously agreed to). (b) Such Selling Shareholder will deliver to each Underwriter (or its agent)the Representatives, prior to or at the Closing Date, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form. (bc) Each Such Selling Shareholder will deliver to each Underwriter (or its agent)the Representatives, on the date of execution of this Agreement, to the extent applicable to such Selling Shareholder, a properly completed and executed Certification Regarding Beneficial Owners of Legal Entity Customers, together with copies of any identifying documentation, and such Selling Shareholder undertakes to provide such additional supporting documentation necessary to comply as the Representatives may reasonably request in connection with 31 CFR § 1010.230the verification of the foregoing certification. (cd) All sums payable by the Company or the Selling Shareholder Shareholders under this Agreement shall be paid free and clear of and without deductions or withholdings of any present or future taxes or duties, unless the deduction or withholding is required by law, in which case the Company or the Selling Shareholder, as the case may be, shall pay such additional amount as will result in the receipt by each Underwriter of the full amount that would have been received had no deduction or withholding been made. (de) All sums payable to an Underwriter shall be considered exclusive of any value added or similar taxes. Where the Company or, as the case may be, a Selling Shareholder is obliged to pay value added or similar tax on any amount payable hereunder to an Underwriter, the Company or the Selling Shareholder, as the case may be, shall in addition to the sum payable hereunder pay an amount equal to any applicable value added or similar tax.

Covenants of the Selling Shareholders. Each Selling Shareholder, severally and not jointly, covenants with each Underwriter as follows: (a) Each Selling Shareholder Seller will deliver to each Underwriter (or its agent), prior to or at the Closing Date, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriate, together with all required attachments to such form. (b) Each Selling Shareholder Seller will deliver to each Underwriter (or its agent), prior to or on the date of execution of this Agreement, to the extent applicable to such Selling Shareholder, a properly completed and executed Certification Regarding Beneficial Owners of or Legal Entity Customers, in the form furnished or to be furnished by the Representatives, together with copies of any identifying documentation, and each Seller undertakes to provide such additional supporting documentation necessary to comply as each Underwriter may reasonably request in connection with 31 CFR § 1010.230the verification of the foregoing Certification. (c) All sums payable by the Company or any of the Selling Shareholder Shareholders under this Agreement shall be paid free and clear of and without deductions or withholdings of any present or future taxes or duties, unless the deduction or withholding is required by law, in which case the Company or the applicable Selling ShareholderShareholders, as the case may be, shall pay such additional amount as will result in the receipt by each Underwriter of the full amount that would have been received had no deduction or withholding been mademade (excluding additional amounts in respect of any deduction or withholding imposed (i) due to the existence of any present or former connection between the payee and the taxing jurisdiction other than the mere entering into of this Agreement or receipt of payments hereunder, (ii) in respect of any payment for services rendered in Canada by the payee or its affiliates, or (iii) as a result of a failure by the payee to provide any form or certificate that, in each case, was timely and reasonably requested by the payor and would have reduced or eliminated such deductions or withholding). (d) All sums payable to an Underwriter shall be considered exclusive of any value added or similar taxes. Where the Company or, as the case may be, a Selling Shareholder is obliged to pay value added or similar tax on any amount payable hereunder to an Underwriter, the Company or the Selling Shareholder, as the case may be, shall in addition to the sum payable hereunder pay an amount equal to any applicable value added or similar tax.

Covenants of the Selling Shareholders. Each Selling Shareholder, severally on a several and not jointlya joint and several basis, and only as to itself with respect to its Shares, covenants with each Underwriter as follows: (a) Each Selling Shareholder will deliver to each Underwriter (or its agent), prior to or at the Closing Date, a properly completed and executed Internal Revenue Service (“IRS”) Form W-9 or an IRS Form W-8, as appropriateW-8 appropriate to its circumstances, together with all required attachments to such form. (b) Each Selling Shareholder will deliver to each Underwriter (indemnify and hold harmless the Underwriters against any documentary, stamp, registration or its agent)similar issuance, capital gains, income, withholding or other taxes, including any interest and penalties, on (A) the date of execution execution, delivery and performance of this Agreement, (B) the issuance and delivery of the Shares in the manner contemplated by this Agreement and the Time of Sale Prospectus and (C) the sale and delivery by the Underwriters of the Shares as contemplated herein and in the Time of Sale Prospectus. All indemnity payments to the extent applicable to be made by such Selling Shareholder, a properly completed and executed Certification Regarding Beneficial Owners Shareholder hereunder in respect of Legal Entity Customers, together with copies of any additional documentation necessary to comply with 31 CFR § 1010.230. (cthis Section 8(b) All sums payable by the Company or the Selling Shareholder under this Agreement shall be paid free and clear of and made without deductions withholding or withholdings deduction for or on account of any present or future Cayman Islands or Irish taxes, duties or governmental shares whatsoever unless such Selling Shareholder is compelled by law to deduct or withhold such taxes, duties or charges. In that event, and except for any net income, capital gains or franchise taxes or dutiesimposed on the Underwriters by the Cayman Islands, unless the deduction or withholding is required by law, in which case the Company Ireland or the United States or any political subdivision or taxing authority thereof or therein as a result of any present or former connection (other than any connection resulting from the transactions contemplated by this Agreement) between the Underwriters and the jurisdiction imposing such withholding or deductions, such Selling Shareholder, as the case may be, Shareholder shall pay such additional amount amounts as will result may be necessary in order to ensure that the receipt by each Underwriter of net amounts received after such withholding or deductions shall equal the full amount amounts that would have been received had if no withholding or deduction or withholding has been made. (d) All sums payable to an Underwriter shall be considered exclusive of any value added or similar taxes. Where the Company or, as the case may be, a Selling Shareholder is obliged to pay value added or similar tax on any amount payable hereunder to an Underwriter, the Company or the Selling Shareholder, as the case may be, shall in addition to the sum payable hereunder pay an amount equal to any applicable value added or similar tax.