Further Agreements of the Selling Shareholder Sample Clauses

Further Agreements of the Selling Shareholder. The Selling Shareholder covenants and agrees with each Underwriter that:

Further Agreements of the Selling Shareholder. The Selling Shareholder agrees: (a) During the Lock-Up Period, not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock (including, without limitation, shares of Common Stock that may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Commission and shares of Common Stock that may be issued upon exercise of any option or warrant) or securities convertible into or exchangeable for Common Stock (other than the Stock), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, (3) make any demand for or exercise any right or file or cause to be filed a registration statement, including any amendments, with respect to the registration of any shares of Common Stock or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of Xxxxxx Brothers Inc. and Citigroup Global Markets Inc. The foregoing sentence shall not apply to distributions (without any payment of value) of shares of any Common Stock that are made by the Selling Shareholder to its members; provided that it shall be a condition to any such transfer that (i) the transferee agrees to be bound by the terms of the Lock-Up Letter Agreement (including, without limitation, the restrictions set forth in the preceding sentence) to the same extent as if the transferee were a party hereto, (ii) no filing by any party (transferor or transferee) under the Exchange Act shall be required or shall be voluntarily made in connection with such transfer or distribution (other than a filing on a Form 5, Schedule 13D or Schedule 13G (or 13D-A or 13G-A) made after the expiration of the Lock-Up Period, (iii) each party (transferor or transferee) shall not be required by law (including, without limitation, the disclosure requirements of the Securities Act and the Exchange Act) to make, and shall agree to not voluntaril...

Further Agreements of the Selling Shareholder. The Selling Shareholder covenants and agrees with the Bank Parties that:

Further Agreements of the Selling Shareholder. The Selling Shareholder agrees with the several Underwriters that: (a) The Selling Shareholder will furnish to the Representative, prior to the First Closing Date, a letter, substantially in the form previously agreed by the Selling Shareholder and the Representative, pursuant to which the Selling Shareholder shall agree not to directly or indirectly offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of any Common Shares or securities convertible into or exercisable or exchangeable for Common Shares other than the sale of the Shares hereunder for a period of 180 days from the date of the Prospectus, without the prior written consent of SG Cowen. (b) The Shares represented by the certificates helx xx xxxtody under the Custody Agreement are for the benefit of and coupled with and subject to the interests of the Underwriters, and that the arrangement for such custody and the appointment of the Custodian as the Selling Shareholder's attorney-in-fact are irrevocable; that the obligations of the Selling Shareholder hereunder shall not be terminated by operation of law, whether by the death or incapacity, liquidation or distribution of the Selling Shareholder, or any other event, that if the Selling Shareholder should die or become incapacitated or is liquidated or dissolved or any other event occurs, before the delivery of the Shares hereunder, certificates for the Shares to be sold by the Selling Shareholder shall be delivered on behalf of the Selling Shareholder in accordance with the terms and conditions of this Agreement and the Custody Agreement, and action taken by the Custodian under the Custody Agreement shall be as valid as if such death, incapacity, liquidation or dissolution or other event had not occurred, whether or not the Custodian shall have notice of such death, incapacity, liquidation or dissolution or other event. (c) The Selling Shareholder will deliver to SG Cowen on or prior to the Option Closing Date a properly coxxxxxxx and executed United States Treasury Department Form W-8 (if the Selling Shareholder is a non-United States person) or Form W-9 (if the Selling Shareholder is a United States person) or such other applicable form or statement specified by Treasury Department regulations in lieu thereof.

Further Agreements of the Selling Shareholder. The Selling Shareholder agrees with the several Underwriters: (a) The Selling Shareholder represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not, make any offer relating to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 of the Rules and Regulations. (b) The Selling Shareholder agrees, prior to each Closing Date, to deposit Ordinary Shares underlying the Offered ADSs with the Custodian on behalf of the Depositary in accordance with the provisions of the Deposit Agreement and otherwise to comply with the Deposit Agreement so that the Offered ADSs will be issued by the Depositary against receipt of such Ordinary Shares and delivered to the Underwriters at such Closing Date. (c) The 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.

Further Agreements of the Selling Shareholder. Neither the Selling Shareholder nor any person acting on behalf of the Selling Shareholder (other than, if applicable, the Company and the Underwriters) shall use or refer to any “free writing prospectus” (as defined in Rule 405 under the Securities Act), relating to the Stock without the prior written approval of the Representatives and the Company.

Further Agreements of the Selling Shareholder. Each Selling Shareholder agrees, severally and not jointly: (a) Neither the Selling Stockholder nor any person acting on behalf of the Selling Stockholder (other than, if applicable, the Company and the Underwriters) shall use or refer to any “free writing prospectus” (as defined in Rule 405 under the Securities Act), relating to the Stock; (b) To deliver to the Representative prior to the Initial Delivery Date a properly completed and executed United States Treasury Department Form W-8 (if the Selling Shareholder is a non-United States person) or Form W-9 (if the Selling Shareholder is a United States person). (c) The Selling Shareholder will not take, directly or indirectly, any action designed to or that has constituted or that reasonably would be expected to cause or result in the stabilization or manipulation of the price of any security of the Company in connection with the offering of the Shares.

Further Agreements of the Selling Shareholder. The Selling Shareholder agrees: (a) To execute and deliver to Citigroup Global Markets Inc., Barclays Capital Inc., Xxxxxxx Sachs & Co. LLC and Xxxxxx Xxxxxxx & Co. LLC a lock-up agreement in the form of Exhibit A hereto. (b) To deliver to the Representatives prior to the Initial Delivery Date a properly completed and executed United States Treasury Department Form W-8 (if the Selling Shareholder is a non-United States person) or Form W-9 (if the Selling Shareholder is a United States person). (c) The Selling Shareholder will not take, directly or indirectly, any action designed to or that has constituted or that reasonably would be expected to cause or result in the stabilization or manipulation of the price of any security of the Company in connection with the offering of the Shares. (d) The Selling Shareholder will do and perform all things required or necessary to be done and performed under this Agreement by the Selling Shareholder prior to each Delivery Date, and to satisfy all conditions precedent to the Underwriters’ obligations hereunder to purchase the Shares. (e) The Selling Shareholder acknowledges, understands and agrees that Shares may be sold in Israel only by the Underwriters and only to such Israeli investors listed in the Addendum as set forth in Section 6(c). (f) The Selling Shareholder acknowledges, understands and agrees to the further representations and warranties and agreements set forth in Sections (b)(1) through (b)(4) on Annex A hereto.

Further Agreements of the Selling Shareholder. 1. The Selling Shareholder hereby represents and warrants to the Underwriters that: (i) the Selling Shareholder is not, and has never been, an Israeli resident for Israeli tax purposes and is not otherwise subject to taxation in Israel by virtue of being treated as an Israeli tax resident for Israeli tax purposes, (ii) the Selling Shareholder is entitled to an exemption from capital gains according to the provisions of the Israeli Income Tax Ordinance [New Version], 5721-1961, including the regulations promulgated thereunder, or according to an applicable tax treaty, and (iii) the Selling Shareholder is not otherwise subject to taxation in Israel by virtue of having a permanent establishment in Israel. The foregoing representations and warranties are true and correct as of the date hereof and will be true and correct on the Initial Delivery Date as though made on and as of such date. Without derogating from the foregoing representations and warranties and in supplement thereto, the Selling Shareholder has provided a properly executed copy of a Declaration of Status for Israeli Income Tax Purposes to the Underwriters in the form attached hereto. 2. The Selling Shareholder agrees, without limitation as to time, to indemnify and hold harmless, to the fullest extent permitted by law, each Underwriter, its affiliates, directors, officers, employees, representatives and agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against all losses, claims, damages, action, liabilities, costs, expenses (including reasonable expenses in investigating or defending or preparing to defend against any such loss, claim, damage, liability, action, cost, expense, and reasonable attorneys’ fees and expenses), judgments, fines, penalties, charges and amounts, including if paid in settlement, as incurred, arising out of, caused by, resulting from or relating to, the matters set forth in this letter. 3. Based on the representations and warranties and undertakings in the above paragraphs (1) and (2), the Underwriters will not withhold or deduct any amounts from the proceeds to be delivered to the Selling Shareholder from the sale of the Shares in accordance with the terms of the Agreement on account of Israeli tax.

Further Agreements of the Selling Shareholder. Each Selling Shareholder agrees: (a) For a period of 90 days from the date of the Prospectus, not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exchangeable for Common Stock (other than the Shares) or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, in each case without the prior written consent of Xxxxxx Brothers Inc. (b) That the Shares to be sold by the Selling Shareholder hereunder which are represented by the certificates held in custody for the Selling Shareholder are subject to the interest of the Underwriters and the other Selling Shareholders thereunder, that the arrangements made by the Selling Shareholder for such custody are to that extent irrevocable, and that the obligations of the Selling Shareholder hereunder shall not be terminated by any act of the Selling Shareholder, by operation of law, by the death or incapacity of any individual Selling Shareholder or, in the case of a trust, by the death or incapacity of any executor or trustee or the termination of such trust, or the occurrence of any other event. (c) To deliver to the Representatives prior to the First Delivery Date a properly completed and executed United States Treasury Department Form W-8 (if the Selling Shareholder is a non-United States person) or Form W-9 (if the Selling Shareholder is a United States person).