Further Agreements of the Selling Shareholder Clause Samples

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: (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 reasonably be expected to, result in the disposition by the Selling Shareholder or any person in privity with the Selling Shareholder of) any Shares of the Company or securities convertible into or exchangeable for Shares of the Company (other than the Shares), (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, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Shares of the Company 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 the Company or securities convertible, exercisable or exchangeable into Shares of the Company 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 Barclays Capital Inc. and Macquarie Capital (USA) Inc., on behalf of the Underwriters; notwithstanding the foregoing, the Selling Shareholder shall be permitted to sell or otherwise transfer (A) limited liability company interests to (i) an officer of the Company, (ii) an stockholder of the Selling Shareholder, (iii) an affiliate of the Selling Shareholder, provided in each case such transferee has executed a lock-up agreement substantially in the form of Exhibit A hereto at or before the time of the transfer, and (B) limited liability company interests issued to the Selling Shareholder on or after January 1, 2013 in connection with the investment by the Selling Shareholder of fees to which the Selling Shareholder is entitled in accordance with the MSA. (b) Neither the Selling Shareholder nor any person acting on behalf of the Selling Shareholder (other than, if applicable, the Company and the Underwriters or any person acting on behalf of either of them) shall use or refer to any “free writing prospectus” (as defined in Rule 405 under the Securities Act), relating to the Shares; (c) To deliver to the Representatives prior to the Initial Delivery Date a properly completed and executed United States Treasury Department Form W-8 (if th...

Further Agreements of the Selling Shareholder. The Selling Shareholder agrees: (a) To execute and deliver to Barclays Capital Inc. and Citigroup Global Markets Inc. a lock-up agreement in the form of Exhibit A hereto. (b) The Selling Shareholder nor any person acting on behalf of the Selling Shareholder (other than, if applicable, the Company and the Underwriters) has made any offer relating to the Shares which would constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act), relating to the Shares. (c) To deliver to the Underwriters prior to the 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) and a Valid Certificate issued by the Israeli tax authority (the “ITA”), if obtained. A “Valid Certificate” shall be a valid certification or ruling issued by the ITA, (x) exempting from the duty to withhold Israeli Taxes, (y) determining the applicable rate of Israeli tax to be withheld, or (z) providing any other instructions regarding the payment or withholding. The Underwriters may, at their reasonable discretion, withhold (or not withhold) Israeli taxes in accordance with Israeli law or a Valid Certificate, if obtained, through the Company’s withholding tax file. (d) 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. (e) 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. (f) 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.

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 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. The Selling Shareholder agrees with the Underwriters: (a) For a period of 90 days from the date of the Prospectus, not to, directly or indirectly, offer for sale, sell or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition or purchase by any person at any time in the future of) any Shares or ADSs or securities convertible into or exchangeable for Shares or ADSs, or sell or grant options, rights or warrants with respect to any Shares, or register for sale any outstanding Shares or ADSs (other than Shares or ADSs to be registered pursuant to a registration statement on Form S-8), in each case, without the prior written consent of ▇▇▇▇▇▇ Brothers Inc., except for (i) the ADS to be sold pursuant to this Agreement and (ii) ADSs purchased from the Underwriters as part of the offering contemplated by this Agreement or in the public market pursuant to brokers' transactions. (b) That the Shares to be deposited with the Depositary by the Selling Shareholder hereunder against issuance of ADSs, which are represented in definitive form and held in custody for the Selling Shareholder, are subject to the interest of the Underwriters and the Selling Shareholder 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 the 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 by 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 BEN.

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], 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. 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. The Selling Shareholder agrees: (a) To execute and deliver to Citigroup Global Markets Inc., Barclays Capital Inc. and ▇▇▇▇▇▇▇ Sachs & 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.