Common use of Lock-Up Arrangements Clause in Contracts

Lock-Up Arrangements. (a) Until and through the close of trading on May 28, 2010 (the “Lock-Up Period”), the Company will not directly or indirectly, (1) offer to sell, hypothecate, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase (to the extent such option or contract to purchase is exercisable within one year from the Closing Date), purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect to, any Ordinary Shares, or any securities convertible into or exercisable or exchangeable for Ordinary Shares; (2) file or cause to become effective a registration statement under the Securities Act of 1933, as amended (the “Securities Act”) relating to the offer and sale of any Ordinary Shares or securities convertible into or exercisable or exchangeable for Ordinary Shares or (3) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Ordinary Shares, whether any such transaction described in clauses (1), (2) or (3) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise, without the prior written consent of the Placement Agent (which consent may be withheld in its sole discretion), other than (i) the Securities to be sold hereunder and Ordinary Shares issued upon exercise of Warrants sold hereunder, (ii) the issuance of employee stock options or shares of restricted stock pursuant to equity compensation plans adopted prior to the date of this Agreement, (iii) issuances of Ordinary Shares upon the exercise of options or warrants or to satisfy other pre-existing issuance obligations disclosed in the Company’s periodic filings with the Commission prior to the date of this Agreement or upon the conversion or exchange of convertible or exchangeable securities outstanding as of the date of this Agreement (as to (i), (ii) and (iii), provided such securities have not been amended after the date hereof); and (iv) the issuance by the Company of any Ordinary Shares as consideration for mergers, acquisitions, other business combinations, or strategic alliances, occurring after the date of this Agreement (collectively, the “Lock-Up Restrictions”). Notwithstanding the foregoing, for the purpose of allowing the Placement Agent to comply with NASD Rule 2711(f)(4), or the applicable successor FINRA Rule when published, if (1) during the last 17 days of the Lock-Up Period, the Company releases earnings results or publicly announces other material news or a material event relating to the Company occurs or (2) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the public announcement regarding the material news or the occurrence of the material event, as applicable, unless the Placement Agent waives, in writing, such extension, provided, however, that the Placement Agent has agreed to waive such extension if the provisions of NASD Rule 2711(f)(4) (or any applicable successor rule) are not applicable to the Offering or if it is able to determine that it will not publish or otherwise distribute a research report or make a public appearance concerning the Company within the restricted period contemplated by NASD Rule 2711(f)(4), except as provided in the second or third sentences of such Rule. The Company agrees not to accelerate the vesting of any option or warrant or other contractual right or the lapse of any repurchase right prior to the expiration of the Lock-Up Period.

Lock-Up Arrangements. (a) Until and through the close of trading on May 28, 2010 (the “Lock-Up Period”), If the Company will not directly sells Shares or indirectly, (1) offer to sell, hypothecate, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase (to the extent such option or contract to purchase is exercisable within one year from the Closing Date), purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect to, any Ordinary Shares, or any other securities convertible into or exercisable or exchangeable for Ordinary Shares; (2or otherwise representing a right to acquire) file or cause Shares in a primary underwritten offering pursuant to become effective a any registration statement under the Securities Act of 1933, as amended (the “Securities Act”) relating whether or not any Holder is given an opportunity to the offer and sale of any Ordinary Shares or securities convertible into or exercisable or exchangeable for Ordinary Shares or (3) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of Ordinary Shares, whether any such transaction described in clauses (1participate), or if any other Person sells Shares in a secondary underwritten offering pursuant to a Piggyback Registration, and if the managing underwriters for such offering advise the Company (2) in which case the Company promptly shall notify the Holders), or (3) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise, without if the prior written consent of the Placement Agent (which consent may be withheld Company determines in its sole discretion, that a public sale or distribution of Shares outside such offering would adversely affect such offering, then, if requested by the Company, neither the Company nor any Holder shall sell, transfer, pledge, issue, grant or otherwise dispose of, directly or indirectly (including by means of any short sale), other than or request the registration of, any Registrable Shares or former Registrable Shares (ior any securities of any Person that are convertible into or exchangeable for, or otherwise represent a right to acquire, any such shares) the Securities to be sold hereunder and Ordinary Shares issued upon exercise (except as part of Warrants sold hereunder, (ii) the issuance of employee stock options such underwritten offering or shares of restricted stock pursuant to equity compensation plans adopted prior to the date of this Agreement, (iii) issuances of Ordinary Shares upon the exercise of options or warrants or to satisfy other pre-existing issuance obligations disclosed in the Company’s periodic filings with the Commission prior to the date of this Agreement or upon the conversion or exchange of convertible or exchangeable securities outstanding as consent of the date of this Agreement underwriters in such offering) (as such agreement not to (i)sell, (ii) and (iii), provided such securities have not been amended after the date hereof); and (iv) the issuance by the Company of any Ordinary Shares as consideration for mergers, acquisitions, other business combinations, or strategic alliances, occurring after the date of this Agreement (collectively, the a “Lock-Up RestrictionsAgreement”) during the period beginning 7 days prior to, and extending through the 90th day after, the effective date of the applicable registration statement (or, in the case of an offering on a delayed or continuous basis pursuant to Rule 415 (or any successor rule) under the Securities Act, the date that the applicable public offering commences), or such earlier time as the Company and the managing underwriters shall agree. Notwithstanding the foregoing, for the purpose of allowing the Placement Agent no Holder shall be obligated to comply with NASD Rule 2711(f)(4), or the applicable successor FINRA Rule when published, if (1) during the last 17 days of the execute a Lock-Up Period, Agreement unless the Company releases earnings results or publicly announces and each other material news or a material event relating selling stockholder, if any, in such offering also executes agreements substantially similar to the Company occurs or (2) prior to the expiration of the such Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the public announcement regarding the material news or the occurrence of the material event, as applicable, unless the Placement Agent waives, in writing, such extension, provided, however, that the Placement Agent has agreed to waive such extension if the Agreement. The provisions of NASD Rule 2711(f)(4) (this Section 4 shall apply as long as any Holder is the beneficial owner of any Registrable Shares or any applicable successor rule) are not applicable Shares that were but have ceased to the Offering or if it is able to determine that it will not publish or otherwise distribute a research report or make a public appearance concerning the Company within the restricted period contemplated by NASD Rule 2711(f)(4), except as provided in the second or third sentences of such Rule. The Company agrees not to accelerate the vesting of any option or warrant or other contractual right or the lapse of any repurchase right prior to the expiration of the Lock-Up Periodbe Registrable Shares.