Common use of No Transfer of Subject Securities Clause in Contracts

No Transfer of Subject Securities. During the term of this Agreement, Securityholder shall not cause or permit any Transfer (as defined below) of any of the Subject Securities or enter into any agreement, option or arrangement with respect to a Transfer of any of the Subject Securities. Following the date hereof, during the term of this Agreement and except as required by this Agreement, Securityholder shall not deposit (or permit the deposit of) any Subject Securities in a voting trust or grant any proxy or enter into any voting agreement or similar agreement with respect to any of the Subject Securities or in any way grant any other Person any right whatsoever with respect to the voting or disposition of the Subject Securities (excluding, for the avoidance of doubt, the Depositary). For purposes hereof, a Person shall be deemed to have effected a “Transfer” of Subject Securities if such Person directly or indirectly: (a) sells, pledges, encumbers, grants an option with respect to, transfers, assigns, or otherwise disposes of any Subject Securities, or any interest in such Subject Securities; or (b) enters into an agreement or commitment providing for the sale of, pledge of, encumbrance of, grant of an option with respect to, transfer of or disposition of such Subject Securities or any interest therein, in each case other than pursuant to ordinary course prime brokage relationships. Notwithstanding the foregoing, Securityholder may make (i) if Securityholder is an individual, transfers by will or by operation of law or other transfers for estate-planning purposes or charitable purposes, (ii) with respect to Securityholder’s Company Share Options, if any, which expire on or prior to the termination of this Agreement, exercises, transfers, sale, or other disposition of such Company Share Options or, if applicable, Subject Securities on exercise of such Company Share Options to the Company as payment for the (A) exercise price of Securityholder’s Company Share Options and (B) any amount of Tax applicable to the exercise, transfers, sale or other disposition of Securityholder’s Company Share Options, (iii) with respect to Securityholder’s Company RSUs, if any, (A) cancellation in consideration for the net settlement of Securityholder’s Company RSUs settled in Subject Securities (to pay any amount of Tax required to deduct and withhold with respect to the cancellation of such Company RSUs) or (B) transfers for receipt upon settlement of such Securityholder’s Company RSU, and the sale of a sufficient number of such Subject Securities acquired upon settlement of such securities as would generate sales proceeds sufficient to pay the aggregate amount of Tax payable by Securityholder as a result of such settlement, (iv) with respect to Securityholder’s Company PSUs, if any, (A) cancellation in consideration for the net settlement of Securityholder’s Company PSUs settled in Subject Securities (to pay any amount of Tax required to deduct and withhold with respect to the cancellation of such Company PSUs) or (B) transfers for receipt upon settlement of such Securityholder’s Company PSU, and the sale of a sufficient number of such Subject Securities acquired upon settlement of such securities as would generate sales proceeds sufficient to pay the aggregate amount of Tax payable by Securityholder as a result of such settlement, (v) if Securityholder is a partnership or limited liability company, a transfer to one or more partners or members of Securityholder or to an affiliated corporation, trust or other entity under common control with Securityholder, or if Securityholder is a trust, a transfer to a beneficiary, (vi) transfers to a transferee that has signed a voting agreement with terms no less favorable to Purchaser than this Agreement, (vii) the exchange of Company ADSs for Company Ordinary Shares, or vice versa, in accordance with the Deposit Agreement, or (viii) the issuance of Company Ordinary Shares or Company ADSs pursuant to the Indenture; provided that, in each of (i), (iii), (iv) and (v) above, as a condition to such transfer the transferee agrees in writing to be bound by the terms and conditions of this Agreement; provided further that, for the avoidance of doubt, Company Ordinary Shares or Company ADSs issued pursuant to clause (vii) or (viii) above shall immediately constitute Subject Securities hereunder. If any voluntary or involuntary transfer of any Subject Securities covered hereby shall occur (including a transfer or disposition permitted by Section 1(i) through Section 1(viii), sale by a Securityholder’s trustee in bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Securities subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect, notwithstanding that such transferee is not a Securityholder and has not executed a counterpart hereof or joinder hereto.

No Transfer of Subject Securities. During the term of this Agreement, Securityholder shall not cause or permit any Transfer (as defined below) of any of the Subject Securities or enter into any agreement, option or arrangement with respect to a Transfer of any of the Subject Securities. Following the date hereof, during the term of this Agreement hereof and except as required by this Agreement, Securityholder shall not deposit (or permit the deposit of) any Subject Securities in a voting trust or grant any proxy or enter into any voting agreement or similar agreement with respect to any of the Subject Securities or in any way grant any other Person any right whatsoever with respect to the voting or disposition of the Subject Securities (excluding, for the avoidance of doubt, the Depositary)Securities. For purposes hereof, a Person shall be deemed to have effected a “Transfer” of Subject Securities if such Person directly or indirectly: (a) sells, pledges, encumbers, grants an option with respect to, transfers, assigns, or otherwise disposes of any Subject Securities, or any interest in such Subject Securities; or (b) enters into an agreement or commitment providing for the sale of, pledge of, encumbrance of, grant of an option with respect to, transfer of or disposition of such Subject Securities or any interest therein, in each case other than pursuant to ordinary course prime brokage relationships. Notwithstanding the foregoing, Securityholder may make (i1) if Securityholder is an individual, transfers by will or by operation of law Law or other transfers for estate-planning purposes or charitable purposes, in which case this Agreement shall bind the transferee, (ii2) with respect to Securityholder’s Company Share Options, if any, Options which expire on or prior to the termination of this Agreement, exercises, transfers, sale, or other disposition of such Company Share Options or, if applicable, Subject Securities on exercise of such Company Share Options to the Company as payment for the (Ai) exercise price of Securityholder’s Company Share Options and (Bii) any amount of Tax taxes applicable to the exercise, transfers, sale or other disposition exercise of Securityholder’s Company Share Options, (iii3) with respect to Securityholder’s Company RSUs, if any, (Ai) cancellation in consideration transfers for the net settlement of Securityholder’s Company RSUs settled in Subject Securities (to pay any amount of Tax required to deduct and withhold with respect to the cancellation of such Company RSUstax withholding obligations) or (Bii) transfers for receipt upon settlement of such Securityholder’s Company RSURSUs, and the sale of a sufficient number of such Subject Securities acquired upon settlement of such securities as would generate sales proceeds sufficient to pay the aggregate amount of Tax taxes payable by Securityholder as a result of such settlement, (iv) with respect to Securityholder’s Company PSUs, if any, (A) cancellation in consideration for the net settlement of Securityholder’s Company PSUs settled in Subject Securities (to pay any amount of Tax required to deduct and withhold with respect to the cancellation of such Company PSUs) or (B) transfers for receipt upon settlement of such Securityholder’s Company PSU, and the sale of a sufficient number of such Subject Securities acquired upon settlement of such securities as would generate sales proceeds sufficient to pay the aggregate amount of Tax payable by Securityholder as a result of such settlement, (v4) if Securityholder is a partnership or limited liability company, a transfer to one or more partners or members of Securityholder or to an affiliated Affiliated corporation, trust or other entity under common control with Securityholder, or if Securityholder is a trust, a transfer to a beneficiary, provided that in each such case the applicable transferee has signed a voting agreement in substantially the form hereof, (vi5) transfers to a transferee another holder of the capital stock of the Company that has signed a voting agreement with terms no less favorable to Purchaser than this Agreement, (vii) in substantially the exchange of Company ADSs for Company Ordinary Shares, or vice versa, in accordance with the Deposit Agreement, form hereof or (viii6) the issuance of Company Ordinary Shares or Company ADSs pursuant to a Rule 10b5-1 trading plan in effect as of the Indenture; provided that, in each of (i), (iii), (iv) and (v) above, as a condition to such transfer the transferee agrees in writing to be bound by the terms and conditions of this Agreement; provided further that, for the avoidance of doubt, Company Ordinary Shares or Company ADSs issued pursuant to clause (vii) or (viii) above shall immediately constitute Subject Securities hereunderdate hereof. If any voluntary or involuntary transfer of any Subject Securities covered hereby shall occur (including a transfer or disposition permitted by Section 1(i1(1) through Section 1(viii1(6), sale by a Securityholder’s trustee in bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Securities subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect, notwithstanding that such transferee is not a Securityholder and has not executed a counterpart hereof or joinder hereto.

No Transfer of Subject Securities. During the term of this Agreement, no Securityholder shall not cause or permit any Transfer (as defined below) of any of the Subject Securities or enter into any agreement, option or any other arrangement whatsoever with respect to a Transfer of any of the Subject Securities. Following the date hereof, during the term of this Agreement hereof and except as required by this Agreement, no Securityholder shall not deposit (or permit the deposit of) any Subject Securities in a voting trust or grant any proxy or enter into any voting agreement or similar agreement with respect to any of the Subject Securities or in any way grant any other Person any right whatsoever with respect to the voting or disposition of the Subject Securities (excluding, for the avoidance of doubt, the Depositary)Securities. For purposes hereof, a Person shall be deemed to have effected a “Transfer” of Subject Securities if such Person directly or indirectly: (a) sells, pledges, encumbers, grants an option with respect to, transfers, assigns, or otherwise disposes of any Subject Securities, or any interest in such Subject Securities; or (b) enters into an agreement or commitment providing for the sale of, pledge of, encumbrance of, grant of an option with respect to, transfer of or disposition of such Subject Securities or any interest therein, in each case other than pursuant to ordinary course prime brokage relationships. Notwithstanding the foregoing, each Securityholder may make (i1) if Securityholder is an individual, transfers by will or by operation of law or other transfers for estate-planning purposes or charitable purposes, (ii) with respect to Securityholder’s Company Share Options, if any, which expire on or prior to the termination of this Agreement, exercises, transfers, sale, or other disposition of such Company Share Options or, if applicable, Subject Securities on exercise of such Company Share Options to the Company as payment for the (A) exercise price of Securityholder’s Company Share Options and (B) any amount of Tax applicable to the exercise, transfers, sale or other disposition of Securityholder’s Company Share Options, (iii) with respect to Securityholder’s Company RSUs, if any, (A) cancellation in consideration for the net settlement of Securityholder’s Company RSUs settled in Subject Securities (to pay any amount of Tax required to deduct and withhold with respect to the cancellation of such Company RSUs) or (B) transfers for receipt upon settlement of such Securityholder’s Company RSU, and the sale of a sufficient number of such Subject Securities acquired upon settlement of such securities as would generate sales proceeds sufficient to pay the aggregate amount of Tax payable by Securityholder as a result of such settlement, (iv) with respect to Securityholder’s Company PSUs, if any, (A) cancellation in consideration for the net settlement of Securityholder’s Company PSUs settled in Subject Securities (to pay any amount of Tax required to deduct and withhold with respect to the cancellation of such Company PSUs) or (B) transfers for receipt upon settlement of such Securityholder’s Company PSU, and the sale of a sufficient number of such Subject Securities acquired upon settlement of such securities as would generate sales proceeds sufficient to pay the aggregate amount of Tax payable by Securityholder as a result of such settlement, (v) if Securityholder is a partnership or limited liability company, a transfer to one or more partners or members of such Securityholder or to an affiliated Affiliated corporation, trust or other entity under common control with such Securityholder, or if such Securityholder is a trust, a transfer to a beneficiary, (vi) transfers to a provided that in each such case the applicable transferee that has signed a voting agreement with terms no less favorable to Purchaser than this Agreement, (vii) in substantially the exchange of Company ADSs for Company Ordinary Shares, or vice versa, in accordance with the Deposit Agreementform hereof, or (viii2) the issuance of Company Ordinary Shares or Company ADSs pursuant to a Rule 10b5-1 trading plan in effect as of the Indenturedate hereof; provided that, in each of (i), (iii), (iv) and (v1) above, as a condition to such transfer the transferee agrees in writing to be bound by the terms and conditions of this Agreement; provided further that, for the avoidance of doubt, Company Ordinary Shares or Company ADSs issued pursuant to clause (vii) or (viii) above shall immediately constitute Subject Securities hereunder. If any voluntary or involuntary transfer of any Subject Securities covered hereby shall occur (including a transfer or disposition permitted by Section 1(i1(1) through and Section 1(viii1(2), sale by a Securityholder’s trustee in bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Securities subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect, notwithstanding that such transferee is not a Securityholder and has not executed a counterpart hereof or joinder hereto. For the avoidance of doubt, a Securityholder may pledge any of its Subject Securities provided that such pledge does not restrict the Securityholder’s ability to vote all of its Subject Securities (that are then entitled to be voted) in favor of the Merger Agreement and related proposals in accordance with Section 2 of this Agreement.

No Transfer of Subject Securities. During the term of this Agreement, Securityholder shall not cause or permit any Transfer (as defined below) of any of the Subject Securities or enter into any agreement, option or arrangement with respect to a Transfer of any of the Subject Securities. Following the date hereof, during the term of this Agreement hereof and except as required by this Agreement, Securityholder shall not deposit (or permit the deposit of) any Subject Securities in a voting trust or grant any proxy or enter into any voting agreement or similar agreement with respect to any of the Subject Securities or in any way grant any other Person any right whatsoever with respect to the voting or disposition of the Subject Securities (excluding, for the avoidance of doubt, the Depositary)Securities. For purposes hereof, a Person shall be deemed to have effected a “Transfer” of Subject Securities if such Person directly or indirectly: (a) sells, pledges, encumbers, grants an option with respect to, transfers, assigns, or otherwise disposes of any Subject Securities, or any interest in such Subject Securities; or (b) enters into an agreement or commitment providing for the sale of, pledge of, encumbrance of, grant of an option with respect to, transfer of or disposition of such Subject Securities or any interest therein, in each case other than pursuant to ordinary course prime brokage relationships. Notwithstanding the foregoing, Securityholder may make (i1) if Securityholder is an individual, transfers by will or by operation of law Law or other transfers for estate-planning purposes or charitable purposes, in which case this Agreement shall bind the transferee, (ii2) with respect to Securityholder’s Company Share Options, if any, Parent Options which expire on or prior to the termination of this Agreement, exercises, transfers, sale, or other disposition of such Company Share Options or, if applicable, Subject Securities on exercise of such Company Share Options to the Company Parent as payment for the (Ai) exercise price of Securityholder’s Company Share Parent Options and (Bii) any amount of Tax taxes applicable to the exercise, transfers, sale or other disposition exercise of Securityholder’s Company Share Parent Options, (iii3) with respect to Securityholder’s Company Parent RSUs, if any, (Ai) cancellation in consideration transfers for the net settlement of Securityholder’s Company Parent RSUs settled in Subject Securities (to pay any amount of Tax required to deduct and withhold with respect to the cancellation of such Company RSUstax withholding obligations) or (Bii) transfers for receipt upon settlement of such Securityholder’s Company RSUParent RSUs, and the sale of a sufficient number of such Subject Securities acquired upon settlement of such securities as would generate sales proceeds sufficient to pay the aggregate amount of Tax taxes payable by Securityholder as a result of such settlement, (iv) with respect to Securityholder’s Company PSUs, if any, (A) cancellation in consideration for the net settlement of Securityholder’s Company PSUs settled in Subject Securities (to pay any amount of Tax required to deduct and withhold with respect to the cancellation of such Company PSUs) or (B) transfers for receipt upon settlement of such Securityholder’s Company PSU, and the sale of a sufficient number of such Subject Securities acquired upon settlement of such securities as would generate sales proceeds sufficient to pay the aggregate amount of Tax payable by Securityholder as a result of such settlement, (v4) if Securityholder is a partnership or limited liability company, a transfer to one or more partners or members of Securityholder or to an affiliated Affiliated corporation, trust or other entity under common control with Securityholder, or if Securityholder is a trust, a transfer to a beneficiary, provided that in each such case the applicable transferee has signed a voting agreement in substantially the form hereof, (vi5) transfers to a transferee another holder of the capital stock of Parent that has signed a voting agreement with terms no less favorable to Purchaser than this Agreement, (vii) in substantially the exchange of Company ADSs for Company Ordinary Shares, or vice versa, in accordance with the Deposit Agreement, form hereof or (viii6) the issuance of Company Ordinary Shares or Company ADSs pursuant to a Rule 10b5-1 trading plan in effect as of the Indenture; provided that, in each of (i), (iii), (iv) and (v) above, as a condition to such transfer the transferee agrees in writing to be bound by the terms and conditions of this Agreement; provided further that, for the avoidance of doubt, Company Ordinary Shares or Company ADSs issued pursuant to clause (vii) or (viii) above shall immediately constitute Subject Securities hereunderdate hereof. If any voluntary or involuntary transfer of any Subject Securities covered hereby shall occur (including a transfer or disposition permitted by Section 1(i1(1) through Section 1(viii1(6), sale by a Securityholder’s trustee in bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Securities subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect, notwithstanding that such transferee is not a Securityholder and has not executed a counterpart hereof or joinder hereto.

No Transfer of Subject Securities. During the term of this Agreement, Securityholder shall not cause or permit any Transfer (as defined below) of any of the Subject Securities or enter into any agreement, option or arrangement with respect to a Transfer of any of the Subject Securities. Following the date hereof, during the term of this Agreement hereof and except as required by this Agreement, Securityholder shall not deposit (or permit the deposit of) any Subject Securities in a voting trust or grant any proxy or enter into any voting agreement or similar agreement with respect to any of the Subject Securities or in any way grant any other Person any right whatsoever with respect to the voting or disposition of the Subject Securities (excluding, for the avoidance of doubt, the Depositary)Securities. For purposes hereof, a Person shall be deemed to have effected a “Transfer” of Subject Securities if such Person directly or indirectly: (a) sells, pledges, encumbers, grants an option with respect to, transfers, assigns, or otherwise disposes of any Subject Securities, or any interest in such Subject Securities; or (b) enters into an agreement or commitment providing for the sale of, pledge of, encumbrance of, grant of an option with respect to, transfer of or disposition of such Subject Securities or any interest therein, in each case other than pursuant to ordinary course prime brokage relationships. Notwithstanding the foregoing, Securityholder may make (i1) if Securityholder is an individualsolely for Securityholders who are individuals, transfers by will or by operation of law or other transfers for estate-planning purposes or charitable purposes, in which case this Agreement shall bind the transferee, (ii2) with respect to Securityholder’s Company Share Options, if any, Stock Options which expire on or prior to the termination of this Agreement, exercises, transfers, sale, or other disposition of such Company Share Options or, if applicable, Subject Securities on exercise of such Company Share Options to the Company as payment for the (Ai) exercise price of Securityholder’s Company Share Stock Options and (Bii) any amount of Tax taxes applicable to the exercise, transfers, sale or other disposition exercise of Securityholder’s Company Share Stock Options, (iii3) with respect to Securityholder’s Company RSUs, if anyRSU Awards, (Ai) cancellation in consideration transfers for the net settlement of Securityholder’s Company RSUs RSU Awards settled in Subject Securities (to pay any amount of Tax required to deduct and withhold with respect to the cancellation of such Company RSUstax withholding obligations) or (Bii) transfers for receipt upon settlement of such Securityholder’s Company RSURSU Awards, and the sale of a sufficient number of such Subject Securities acquired upon settlement of such securities as would generate sales proceeds sufficient to pay the aggregate amount of Tax taxes payable by Securityholder as a result of such settlement, (iv) with respect to Securityholder’s Company PSUs, if any, (A) cancellation in consideration for the net settlement of Securityholder’s Company PSUs settled in Subject Securities (to pay any amount of Tax required to deduct and withhold with respect to the cancellation of such Company PSUs) or (B) transfers for receipt upon settlement of such Securityholder’s Company PSU, and the sale of a sufficient number of such Subject Securities acquired upon settlement of such securities as would generate sales proceeds sufficient to pay the aggregate amount of Tax payable by Securityholder as a result of such settlement, (v4) if Securityholder is a partnership or limited liability company, a transfer to one or more partners or members of Securityholder or to an affiliated Affiliated corporation, trust or other entity under common control with Securityholder, or if Securityholder is a trust, a transfer to a beneficiary, provided that in each such case the applicable transferee has signed a voting agreement in substantially the form hereof, (vi5) transfers to a transferee that has signed a voting agreement with terms no less favorable to Purchaser than this Agreement, (vii) in substantially the exchange of Company ADSs for Company Ordinary Shares, or vice versa, in accordance with the Deposit Agreement, form hereof or (viii6) the issuance of Company Ordinary Shares or Company ADSs pursuant to a Rule 10b5-1 trading plan in effect as of the Indenturedate hereof; provided that, in each of (i1), (iii), (iv4) and (v5) above, as a condition to such transfer the transferee agrees in writing to be bound by the terms and conditions of this Agreement; provided further that, for the avoidance of doubt, Company Ordinary Shares or Company ADSs issued pursuant to clause (vii) or (viii) above shall immediately constitute Subject Securities hereunder. If any voluntary or involuntary transfer of any Subject Securities covered hereby shall occur (including a transfer or disposition permitted by Section 1(i1(1) through Section 1(viii1(6), sale by a Securityholder’s trustee in bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Securities subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect, notwithstanding that such transferee is not a Securityholder and has not executed a counterpart hereof or joinder hereto.

No Transfer of Subject Securities. During the term of this Agreement, Securityholder shall not cause or permit any Transfer (as defined below) of any of the Subject Securities or enter into any agreement, option or arrangement with respect to a Transfer of any of the Subject Securities. Following the date hereof, during the term of this Agreement hereof and except as required by this Agreement, Securityholder shall not deposit (or permit the deposit of) any Subject Securities in a voting trust or grant any proxy or enter into any voting agreement or similar agreement with respect to any of the Subject Securities or in any way grant any other Person any right whatsoever with respect to the voting or disposition of the Subject Securities (excluding, for save in favor of the avoidance chair of doubt, a general meeting of the DepositaryParent pursuant to a form of proxy). For purposes hereof, a Person shall be deemed to have effected a “Transfer” of Subject Securities if such Person directly or indirectly: (a) sells, pledges, encumbers, grants an option with respect to, transfers, assigns, or otherwise disposes of any Subject Securities, or any interest in such Subject Securities; or (b) enters into an agreement or commitment providing for the sale of, pledge of, encumbrance of, grant of an option with respect to, transfer of or disposition of such Subject Securities or any interest therein, in each case other than pursuant to ordinary course prime brokage relationships. Notwithstanding the foregoing, Securityholder may make (i1) if Securityholder is an individualsolely for Securityholders who are individuals, transfers by will or by operation of law or other transfers for estate-planning purposes or charitable purposes, in which case this Agreement shall bind the transferee, (ii2) with respect to Securityholder’s Company Share Options, if any, Parent Stock Options which expire on or prior to the termination of this Agreement, exercises, transfers, sale, or other disposition of such Company Share Options or, if applicable, Subject Securities on exercise of such Company Share Options to the Company as payment for or to fund the payment of the (Ai) exercise price of Securityholder’s Company Share Parent Stock Options and (Bii) any amount of Tax taxes applicable to the exercise, transfers, sale or other disposition exercise of Securityholder’s Company Share Parent Stock Options, (iii3) with respect to Securityholder’s Company RSUs, if anyParent RSU Awards, (Ai) cancellation in consideration transfers for the net settlement of Securityholder’s Company RSUs Parent RSU Awards settled in Subject Securities (to pay any amount of Tax required to deduct and withhold with respect to the cancellation of such Company RSUstax withholding obligations) or (Bii) transfers for receipt upon settlement of such Securityholder’s Company RSUParent RSU Awards, and the sale of a sufficient number of such Subject Securities acquired upon settlement of such securities as would generate sales proceeds sufficient to pay the aggregate amount of Tax taxes payable by Securityholder as a result of such settlement, (iv) with respect to Securityholder’s Company PSUs, if any, (A) cancellation in consideration for the net settlement of Securityholder’s Company PSUs settled in Subject Securities (to pay any amount of Tax required to deduct and withhold with respect to the cancellation of such Company PSUs) or (B) transfers for receipt upon settlement of such Securityholder’s Company PSU, and the sale of a sufficient number of such Subject Securities acquired upon settlement of such securities as would generate sales proceeds sufficient to pay the aggregate amount of Tax payable by Securityholder as a result of such settlement, (v4) if Securityholder is a partnership or limited liability company, a transfer to one or more partners or members of Securityholder or to an affiliated Affiliated corporation, trust or other entity under common control with Securityholder, or if Securityholder is a trust, a transfer to a beneficiary, provided that in each such case the applicable transferee has signed a voting agreement in substantially the form hereof, (vi5) transfers to a transferee that has signed a voting agreement with terms no less favorable to Purchaser than this Agreement, (vii) in substantially the exchange of Company ADSs for Company Ordinary Shares, or vice versa, in accordance with the Deposit Agreement, form hereof or (viii6) the issuance of Company Ordinary Shares or Company ADSs pursuant to a Rule 10b5-1 trading plan in effect as of the Indenturedate hereof; provided that, in each of (i1), (iii), (iv4) and (v5) above, as a condition to such transfer the transferee agrees in writing to be bound by the terms and conditions of this Agreement; provided further that, for the avoidance of doubt, Company Ordinary Shares or Company ADSs issued pursuant to clause (vii) or (viii) above shall immediately constitute Subject Securities hereunder. If any voluntary or involuntary transfer of any Subject Securities covered hereby shall occur (including a transfer or disposition permitted by Section 1(i1(1) through Section 1(viii1(6), sale by a Securityholder’s trustee in bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Securities subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect, notwithstanding that such transferee is not a Securityholder and has not executed a counterpart hereof or joinder heretohereto.1 1 Note to Draft: Section 1 will be deleted in the Highbridge form of agreement.

No Transfer of Subject Securities. During the term of this Agreement, Securityholder shall not cause or permit any Transfer (as defined below) of any of the Subject Securities or enter into any agreement, option or arrangement with respect to a Transfer of any of the Subject Securities. Following the date hereof, during the term of this Agreement hereof and except as required by this Agreement, Securityholder shall not deposit (or permit the deposit of) any Subject Securities in a voting trust or grant any proxy or enter into any voting agreement or similar agreement with respect to any of the Subject Securities or in any way grant any other Person any right whatsoever with respect to the voting or disposition of the Subject Securities (excluding, for save in favor of the avoidance chair of doubt, a general meeting of the DepositaryParent pursuant to a form of proxy). For purposes hereof, a Person shall be deemed to have effected a “Transfer” of Subject Securities if such Person directly or indirectly: (a) sells, pledges, encumbers, grants an option with respect to, transfers, assigns, or otherwise disposes of any Subject Securities, or any interest in such Subject Securities; or (b) enters into an agreement or commitment providing for the sale of, pledge of, encumbrance of, grant of an option with respect to, transfer of or disposition of such Subject Securities or any interest therein, in each case other than pursuant to ordinary course prime brokage relationships. Notwithstanding the foregoing, Securityholder may make (i1) if Securityholder is an individualsolely for Securityholders who are individuals, transfers by will or by operation of law or other transfers for estate-planning purposes or charitable purposes, in which case this Agreement shall bind the transferee, (ii2) with respect to Securityholder’s Company Share Options, if any, Parent Stock Options which expire on or prior to the termination of this Agreement, exercises, transfers, sale, or other disposition of such Company Share Options or, if applicable, Subject Securities on exercise of such Company Share Options to the Company as payment for or to fund the payment of the (Ai) exercise price of Securityholder’s Company Share Parent Stock Options and (Bii) any amount of Tax taxes applicable to the exercise, transfers, sale or other disposition exercise of Securityholder’s Company Share Parent Stock Options, (iii3) with respect to Securityholder’s Company RSUs, if anyParent RSU Awards, (Ai) cancellation in consideration transfers for the net settlement of Securityholder’s Company RSUs Parent RSU Awards settled in Subject Securities (to pay any amount of Tax required to deduct and withhold with respect to the cancellation of such Company RSUstax withholding obligations) or (Bii) transfers for receipt upon settlement of such Securityholder’s Company RSUParent RSU Awards, and the sale of a sufficient number of such Subject Securities acquired upon settlement of such securities as would generate sales proceeds sufficient to pay the aggregate amount of Tax taxes payable by Securityholder as a result of such settlement, (iv) with respect to Securityholder’s Company PSUs, if any, (A) cancellation in consideration for the net settlement of Securityholder’s Company PSUs settled in Subject Securities (to pay any amount of Tax required to deduct and withhold with respect to the cancellation of such Company PSUs) or (B) transfers for receipt upon settlement of such Securityholder’s Company PSU, and the sale of a sufficient number of such Subject Securities acquired upon settlement of such securities as would generate sales proceeds sufficient to pay the aggregate amount of Tax payable by Securityholder as a result of such settlement, (v4) if Securityholder is a partnership or limited liability company, a transfer to one or more partners or members of Securityholder or to an affiliated Affiliated corporation, trust or other entity under common control with Securityholder, or if Securityholder is a trust, a transfer to a beneficiary, provided that in each such case the applicable transferee has signed a voting agreement in substantially the form hereof, (vi5) transfers to a transferee that has signed a voting agreement with terms no less favorable to Purchaser than this Agreement, (vii) in substantially the exchange of Company ADSs for Company Ordinary Shares, or vice versa, in accordance with the Deposit Agreement, form hereof or (viii6) the issuance of Company Ordinary Shares or Company ADSs pursuant to a Rule 10b5-1 trading plan in effect as of the Indenturedate hereof; provided that, in each of (i1), (iii), (iv4) and (v5) above, as a condition to such transfer the transferee agrees in writing to be bound by the terms and conditions of this Agreement; provided further that, for the avoidance of doubt, Company Ordinary Shares or Company ADSs issued pursuant to clause (vii) or (viii) above shall immediately constitute Subject Securities hereunder. If any voluntary or involuntary transfer of any Subject Securities covered hereby shall occur (including a transfer or disposition permitted by Section 1(i1(1) through Section 1(viii1(6), sale by a Securityholder’s trustee in bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Securities subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect, notwithstanding that such transferee is not a Securityholder and has not executed a counterpart hereof or joinder hereto.