Common use of Notice of Other Sales Clause in Contracts

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five (5) Trading Days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with (i) the issuance, grant or sale of Common Stock, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, other equity awards, or Common Stock issuable upon the exercise or vesting of options, restricted stock units or other equity awards pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time, provided the implementation of such plan is disclosed to Xxxxx in advance, (iv) the issuance or sale of any shares of Common Stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement Notice, or (v) the issuance or sale of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately-negotiated transaction to vendors, customers, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering of Placement Shares. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to Xxxxx, to file a registration statement under the Securities Act.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five (5) 5 Trading Days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx HCW notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with the (i) the issuance, grant or sale of Common Stock, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, Stock or any other equity awards, or Common Stock issuable upon the exercise or vesting of options, restricted stock units options or other equity awards pursuant to any stock option, stock bonus bonus, employee stock purchase or other stock plan or arrangement described in the Prospectus, (ii) the issuance issuance, grant or sale of Common Stock, or securities convertible into or exercisable for Common Stock, in connection with an acquisitionany joint venture, merger commercial, strategic or sale collaborative relationship, or purchase the acquisition or license by the Company of assetsthe securities, businesses, property or other assets of another person or entity, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time, time provided the implementation of such plan is disclosed to Xxxxx HCW in advance, advance or (iv) the issuance or sale of any shares of Common Stock issuable upon the exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement Notice, or (v) the issuance or sale of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately-negotiated transaction to vendors, customers, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering of Placement Sharesoutstanding. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to XxxxxHCW, to file a registration statement under the Securities Act, including another prospectus supplement in connection with the Registration Statement for the issuance and sale of shares other than the Placement Shares. Furthermore, nothing herein shall be construed to restrict the Company’s ability to engage in other offerings of its securities at the same or different times, without any obligation to HCW other than as set forth in this Section 7(i).

Notice of Other Sales. During the pendency of any Placement Notice given hereunder(as amended by the corresponding Acceptance, and for five (5if applicable) Trading Days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx the Placement Agent notice as promptly as reasonably possible a reasonable time before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock or Preferred Stock (other than Placement Shares Securities offered pursuant to the provisions of this Agreementthe Equity Distribution Agreements) or securities convertible into or exchangeable for Common Stock or Preferred Stock, warrants or any rights to purchase or acquire Common Stock or Preferred Stock; provided, that such notice shall not be required in connection with the (i) the issuance, grant or sale of restricted stock, Common Stock, Preferred Stock, LTIP units, options to purchase shares of Common Stock or Preferred Stock, restricted shares of Common Stock, restricted stock units, other equity awards, or Common Stock or Preferred Stock issuable upon the exercise or vesting of options, restricted stock units options or other equity awards pursuant to any stock option, stock bonus or other stock or compensatory plan or arrangement described in the Prospectus, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assetsassets described in the Prospectus, (iii) the issuance or sale of Common Stock or Preferred Stock pursuant to any dividend reinvestment plan or direct stock purchase plan that the Company has in effect or may adopt from time to time, provided the implementation of such new plan is disclosed to Xxxxx the Placement Agent in advance, or (iv) the issuance or sale of any shares of Common Stock issuable or Preferred Stock upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or any outstanding or disclosed in filings by security of the Company available convertible into or exchangeable for Common Stock or Preferred Stock, warrants or any rights to purchase or acquire Common Stock or Preferred Stock; provided further that such notice shall not be required if such information has been filed or furnished on XXXXX or has otherwise been publicly disclosed in writing to Xxxxx prior to the date advance of the applicable Placement Noticesuch offer, contract, sale, grant or (v) the issuance or sale of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately-negotiated transaction to vendors, customers, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering of Placement Shares. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to Xxxxx, to file a registration statement under the Securities Actother disposal.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five three (53) Trading Days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx notice as promptly as reasonably possible practicable, but in any event at least five (5) Trading Days, before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with the (i) the issuance, grant or sale of Common Stock, options or warrants to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, units or other equity awards, or Common Stock issuable upon the exercise or vesting of options, restricted stock units options or other equity awards awards, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus, including, without limitation, warrants that may be issued by the Company in connection with that certain Loan and Security Agreement, dated September 19, 2014, by and among Xxxxxxx, Inc., as borrower, Oxford Finance LLC, as collateral agent and lender, and Square 1 Bank, as lender, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets, assets or (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time, time provided the implementation of such plan is disclosed to Xxxxx in advance, (iv) the issuance or sale of any shares of Common Stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement Notice, or (v) the issuance or sale of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately-privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering of Placement SharesCommon Stock hereby. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to Xxxxx, to file a registration statement under the Securities Act.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five (5) Trading Days trading days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx notice as promptly as reasonably possible practicable before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, provided that such notice shall not be required in connection with the (i) the issuance, grant or sale of Common Stock, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, units or other equity awards, or Common Stock issuable upon the exercise or vesting of options, restricted stock units options or other equity awards pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time, time provided the implementation of such plan is disclosed to Xxxxx in advance, (iv) the issuance or sale of any shares of Common Stock common stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement Notice, or (v) the issuance or sale of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately-privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering of Placement SharesCommon Stock hereby. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to Xxxxx, to file a registration statement under the Securities Act.

Notice of Other Sales. During either the pendency of any Placement Notice given hereunder, and for five (5) Trading Days following hereunder or any period in which the termination of any Prospectus relating to the Placement Notice given hereunderShares is required to be delivered by the Agent, the Company shall provide Xxxxx the Agent with notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement or the Alternative Sales Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, however, that such notice shall not be required in connection with the (i) the issuance, grant or sale of Common Stock, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, other equity awards, Stock or Common Stock issuable upon the exercise or vesting of options, restricted stock units options or other equity awards pursuant to any employee or director stock option, stock bonus option or other stock benefits plan or arrangement described in the Prospectusstock ownership plan or issuances permitted by FINRA, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time, provided the implementation of such plan is disclosed to Xxxxx in advance, (iviii) the issuance or sale of any shares of Common Stock issuable upon the exchange, conversion or redemption of securities or the exercise of any currently outstanding warrants, options or other rights in effect or outstanding or and disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement NoticeXXXXX, or (viv) the issuance or sale of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold Stock in a privately-negotiated transaction to vendors, customers, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated connection with the offering of Placement Shares. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s abilitySeries A Redeemable Preferred Stock, par value $0.01 per share (the “Series A Redeemable Preferred Stock”) or require any warrants issued in connection with the Company to provide notice to Xxxxx, to file a registration statement under issuance or sale of the Securities ActSeries A Redeemable Preferred Stock).

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five (5) Trading Days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock Ordinary Shares (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common StockOrdinary Shares, warrants or any rights to purchase or acquire Common StockOrdinary Shares; provided, that such notice shall not be required in connection with (i) the issuance, grant or sale of Common StockOrdinary Shares, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, other equity awards, Ordinary Shares or Common Stock Ordinary Shares issuable upon the exercise or vesting of options, restricted stock units options or other equity awards pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock Ordinary Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, time provided the implementation of such plan is disclosed to Xxxxx in advance, (iv) the issuance or sale of any shares of Common Stock Ordinary Shares issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement Notice, or (v) the issuance or sale of Common Stock, Ordinary Shares or securities convertible into or exercisable for Common StockOrdinary Shares, offered and sold in a privately-privately negotiated transaction and not for capital raising purposes to vendors, customers, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering of Placement SharesOrdinary Shares hereby. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to Xxxxx, ability to file a registration statement under the Securities ActAct or require notice to Xxxxx with respect thereto.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder(as amended by the corresponding Acceptance, and for five (5if applicable) Trading Days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx the Placement Agents notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares Securities offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with the (i) the issuance, grant or sale of restricted stock, Common Stock, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, other equity awards, or Common Stock issuable upon the exercise or vesting of options, restricted stock units options or other equity awards pursuant to any stock option, stock bonus or other stock or compensatory plan or arrangement described in the Prospectus, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assetsassets described in the Prospectus, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan or direct stock purchase plan that the Company has in effect or may adopt from time to time, provided the implementation of such new plan is disclosed to Xxxxx the Placement Agents in advance, or (iv) the issuance or sale of any shares of Common Stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or any outstanding or disclosed in filings by security of the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement Notice, or (v) the issuance or sale of Common Stock, or securities convertible into or exercisable exchangeable for Common Stock, offered and sold warrants or any rights to purchase or acquire Common Stock; provided further that such notice shall not be required if such information has been filed or furnished on XXXXX or has otherwise been publicly disclosed in a privately-negotiated transaction to vendorsadvance of such offer, customerscontract, strategic partners sale, grant or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering of Placement Shares. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to Xxxxx, to file a registration statement under the Securities Actother disposal.

Notice of Other Sales. During the pendency of any Issuance Placement Notice given hereunder, and for five (5) Trading Days following the termination of any or Forward Placement Notice given hereunder, the Company shall provide Xxxxx the Agents, the Forward Purchasers and the Forward Sellers notice as promptly as reasonably possible practicable before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock Shares (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common StockShares, warrants or any rights to purchase or acquire Common StockShares; provided, that such notice shall not be required in connection with (i) the issuance, grant or sale of Common StockShares, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, other equity awards, Shares or Common Stock Shares issuable upon the exercise or vesting of options, restricted stock units options or other equity awards pursuant to any stock option, stock bonus or other stock or compensatory plan or arrangement described in the Prospectus, (ii) the issuance of securities upon the exercise of outstanding options, or other outstanding securities, as described in the Company’s reports filed with the Commission under the Exchange Act, (iii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assetsassets described in the Prospectus, (iiiiv) the issuance or sale of Common Stock Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, time provided the implementation of such plan is disclosed to Xxxxx the Agents, the Forward Purchasers and the Forward Sellers in advance, (ivv) the issuance or sale of any shares of Common Stock Shares issuable upon the exchangeredemption, conversion or redemption exchange of securities or outstanding OP Units in accordance with the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement Notice, Operating Partnership Agreement or (vvi) the issuance or sale of Common Stock, Shares or securities convertible into or exercisable exchangeable for Common Stock, offered and sold in a privately-negotiated transaction Shares pursuant to vendors, customers, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering of Placement Shares. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to Xxxxx, to file a registration statement under the Securities Actan underwritten public offering.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder(as amended by the corresponding Acceptance, and for five (5if applicable) Trading Days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxxxx Xxxxx notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock Shares (other than Placement Shares Securities offered pursuant to the provisions of this Agreement or the Alternative Distribution Agreement) or securities convertible into or exchangeable for Common StockShares, warrants or any rights to purchase or acquire Common StockShares; provided, that such notice shall not be required in connection with (i) the issuance, grant or sale of Common StockShares, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, other equity awards, Shares or Common Stock Shares issuable upon the exercise or vesting of options, restricted stock units options or other equity awards pursuant to any stock option, stock bonus or other stock or compensatory plan or arrangement arrangement, or any similar plan or arrangement, described in the Prospectus, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assetsassets described in the Prospectus, or (iii) the issuance or sale of Common Stock Shares pursuant to any dividend reinvestment and/or share purchase plan that currently in effect or established subsequent to the Company may adopt from time date hereof and disclosed in a report filed pursuant to time, provided the implementation Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such plan is disclosed to Xxxxx in advanceform), (iv) the issuance or sale upon conversion of any shares of Common Stock issuable upon the exchange, conversion Company’s Preferred Shares outstanding as of the date hereof or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior Preferred Shares issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of the applicable Placement NoticeForm 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vvi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately-negotiated transaction to vendors, customers, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering Shares of Placement Shares. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to Xxxxx, to file a registration statement under the Securities Act.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five (5) Trading Days trading days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx notice as promptly as reasonably possible practicable before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with the (i) the issuance, grant or sale of Common Stock, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, units or other equity awards, awards or Common Stock issuable upon the exercise or vesting of options, restricted stock units options or other equity awards pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus, (ii) the issuance of securities in connection with an a licensing agreement, joint venture, acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time, time provided the implementation of such plan is disclosed to Xxxxx in advance, (iv) the issuance or sale of any shares of Common Stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement Notice, Notice or (v) the issuance or sale of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately-privately negotiated transaction to vendors, customers, strategic or collaboration partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering of Placement SharesCommon Stock hereby. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to Xxxxx, to file a registration statement under the Securities Act.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five (5) Trading Days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx the Placement Agent notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock Ordinary Shares (other than Placement Shares Securities offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common StockOrdinary Shares, warrants or any rights to purchase or acquire Common StockOrdinary Shares; provided, that such notice shall not be required in connection with the (i) the issuance, grant or sale of Common Stockrestricted shares, Ordinary Shares, LTIP units, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, other equity awardsOrdinary Shares, or Common Stock Ordinary Shares issuable upon the exercise or vesting of options, restricted stock units options or other equity awards pursuant to any stock share option, stock share bonus or other stock share or compensatory plan or arrangement described in the ProspectusProspectus or any inducement award contemplated under the Exchange rules, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets, or to vendors, customers, strategic partners or financial institutions or other lenders in connection with debt arrangements that are not for equity capital raising purposes, (iii) the issuance or sale of Common Stock Ordinary Shares pursuant to any dividend reinvestment plan that the Company has in effect or may adopt from time to time, provided the implementation of such new plan is disclosed to Xxxxx the Placement Agent in advance, advance or (iv) the issuance or sale of any shares of Common Stock issuable Ordinary Shares upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date outstanding. For avoidance of the applicable Placement Notice, or (v) the issuance or sale of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately-negotiated transaction to vendors, customers, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering of Placement Shares. Notwithstanding the foregoing provisionsdoubt, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to Xxxxxthe Placement Agent, to file a registration statement under with the Securities ActCommission.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder(as amended by the corresponding Acceptance, and for five (5if applicable) Trading Days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxxxx Xxxxx notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock Shares (other than Placement Shares Securities offered pursuant to the provisions of this AgreementAgreement or the Alternative Distribution Agreements) or securities convertible into or exchangeable for Common StockShares, warrants or any rights to purchase or acquire Common StockShares; provided, that such notice shall not be required in connection with (i) the issuance, grant or sale of Common StockShares, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, other equity awards, Shares or Common Stock Shares issuable upon the exercise or vesting of options, restricted stock units options or other equity awards pursuant to any stock option, stock bonus or other stock or compensatory plan or arrangement arrangement, or any similar plan or arrangement, described in the Prospectus, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assetsassets described in the Prospectus, or (iii) the issuance or sale of Common Stock Shares pursuant to any dividend reinvestment and/or share purchase plan that currently in effect or established subsequent to the Company may adopt from time date hereof and disclosed in a report filed pursuant to time, provided the implementation Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such plan is disclosed to Xxxxx in advanceform), (iv) the issuance or sale upon conversion of any shares of Common Stock issuable upon the exchange, conversion Company’s Preferred Shares outstanding as of the date hereof or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior Preferred Shares issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of the applicable Placement NoticeForm 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vvi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately-negotiated transaction to vendors, customers, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering Shares of Placement Shares. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to Xxxxx, to file a registration statement under the Securities Act.

Notice of Other Sales. During either the pendency of any Placement Notice given hereunder, and for five (5) Trading Days following hereunder or any period in which the termination of any Prospectus relating to the Placement Notice given hereunderShares is required to be delivered by the Agent, the Company shall provide Xxxxx the Agent with notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this AgreementAgreement or the Alternative Sales Agreements) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, however, that such notice shall not be required in connection with the (i) the issuance, grant or sale of Common Stock, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, other equity awards, Stock or Common Stock issuable upon the exercise or vesting of options, restricted stock units options or other equity awards pursuant to any employee or director stock option, stock bonus option or other stock benefits plan or arrangement described in the Prospectusstock ownership plan or issuances permitted by FINRA, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time, provided the implementation of such plan is disclosed to Xxxxx in advance, (iviii) the issuance or sale of any shares of Common Stock issuable upon the exchange, conversion or redemption of securities or the exercise of any currently outstanding warrants, options or other rights in effect or outstanding or and disclosed in filings by the Company available on XXXXX XXXXX, (iv) the issuance or otherwise sale of Common Stock in writing to Xxxxx prior to connection with the date Company’s Series A Redeemable Preferred Stock, par value $0.01 per share (the "Series A Redeemable Preferred Stock") or any warrants issued in connection with the issuance or sale of the applicable Placement Notice, Series A Redeemable Preferred Stock); or (v) the issuance or sale of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold Stock in a privately-negotiated transaction to vendors, customers, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated connection with the offering of Placement Shares. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s abilitySeries M Redeemable Preferred Stock, or require the Company to provide notice to Xxxxx, to file a registration statement under the Securities Actpar value $0.01 per share.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five (5) Trading Days three trading days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx notice as promptly as reasonably possible practicable before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with the (i) the issuance, grant or sale of Common Stock, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, other equity awards, Stock or Common Stock issuable upon the exercise or vesting of options, restricted stock units options or other equity awards pursuant to the any incentive plan, employee stock option, stock bonus purchase plan or other stock plan or arrangement described in the ProspectusProspectus or pursuant to any qualifying employment or inducement award under NASDAQ rules, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time, time provided the implementation of such plan is disclosed to Xxxxx in advance, (iv) the issuance or sale of any shares of Common Stock common stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement Noticeoutstanding, or (v) the issuance or sale of Common Stockany shares of common stock, or securities convertible into or exercisable for Common Stockcommon stock, offered and sold in a privately-privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering of Placement Shares. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s abilitycommon stock hereby or (vi) filing of any registration statement, or require prospectus supplement thereto, relating to the sale of securities to employees of the Company or a subsidiary pursuant to provide notice a stock option, stock purchase, or similar plan, relating to Xxxxxan SEC Rule 145 transaction, on any form that does not include substantially the same information as would be required to file be included in a registration statement under covering the Securities Actsale of the Placement Shares, or in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five (5) Trading Days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx Leerink notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock Ordinary Shares (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common StockOrdinary Shares, warrants or any rights to purchase or acquire Common StockOrdinary Shares; provided, that such notice shall not be required in connection with the (i) the issuance, grant or sale of Common StockOrdinary Shares, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, other equity awards, Ordinary Shares or Common Stock Ordinary Shares issuable upon the exercise or vesting of options, restricted stock units options or other equity awards pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock Ordinary Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, time provided the implementation of such plan is disclosed to Xxxxx Leerink in advance, (iv) the issuance or sale of any shares of Common Stock Ordinary Shares issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement Noticeoutstanding, or (v) the issuance or sale of Common Stockany Ordinary Shares, or securities convertible into or exercisable for Common StockOrdinary Shares, offered and sold in a privately-privately negotiated transaction occurring after the date of this Agreement to vendors, customers, investors, strategic partners or potential strategic partners other than for capital raising purposes and otherwise conducted in a manner so as not to be integrated with the offering of Placement Shares. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to Xxxxx, to file a registration statement under the Securities ActOrdinary Shares hereby.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder(as amended by the corresponding Acceptance, and for five (5if applicable) Trading Days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx Fargo notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock Shares (other than Placement Shares Securities offered pursuant to the provisions of this Agreement or the Alternative Distribution Agreement) or securities convertible into or exchangeable for Common StockShares, warrants or any rights to purchase or acquire Common StockShares; provided, that such notice shall not be required in connection with (i) the issuance, grant or sale of Common StockShares, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, other equity awards, Shares or Common Stock Shares issuable upon the exercise or vesting of options, restricted stock units options or other equity awards pursuant to any stock option, stock bonus or other stock or compensatory plan or arrangement arrangement, or any similar plan or arrangement, described in the Prospectus, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assetsassets described in the Prospectus, or (iii) the issuance or sale of Common Stock Shares pursuant to any dividend reinvestment and/or share purchase plan that currently in effect or established subsequent to the Company may adopt from time date hereof and disclosed in a report filed pursuant to time, provided the implementation Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such plan is disclosed to Xxxxx in advanceform), (iv) the issuance or sale upon conversion of any shares of Common Stock issuable upon the exchange, conversion Company’s Preferred Shares outstanding as of the date hereof or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior Preferred Shares issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of the applicable Placement NoticeForm 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vvi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately-negotiated transaction to vendors, customers, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering Shares of Placement Shares. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to Xxxxx, to file a registration statement under the Securities Act.

Notice of Other Sales. During any Selling Period or during the pendency of any Placement Notice given hereunder, and for five (5) Trading Days following the termination of any Placement Notice given hereunderPrincipal Transaction pursuant to a Terms Agreement, the Company shall provide Xxxxx the Agents, the Forward Sellers and the Forward Purchasers notice as promptly as reasonably possible (and, in any event, at least three (3) Scheduled Trading Days) before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with the (i) the issuance, grant or sale of Common Stock, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, other equity awards, Stock or Common Stock issuable upon the exercise or vesting of options, restricted stock units options or other equity awards pursuant to any stock option, stock bonus or other stock or compensatory plan or arrangement described in the Prospectus, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assetsassets described in the Prospectus, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time, time provided the implementation of such plan is disclosed to Xxxxx the Agents, the Forward Sellers and the Forward Purchasers in advance, (iv) the issuance establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided the implementation of such is disclosed to the Agents, the Forward Sellers and the Forward Purchasers in advance or sale of (v) any shares of Common Stock issuable upon the exchange, conversion conversion, or redemption of securities securities, including, but not limited to, operating partnership units in Essex Portfolio, L.P., as to which the Company is the general partner, or the exercise of warrants, options or other rights in effect or outstanding or disclosed outstanding. To the extent requested in filings writing by the Company available on XXXXX or otherwise Company, the Agents, the Forward Sellers and the Forward Purchasers shall keep notices provided under this Section 8(j) confidential. Any lock-up provisions relating to a Principal Transaction shall be set forth in writing to Xxxxx prior to the date of the applicable Placement Notice, or (v) the issuance or sale of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately-negotiated transaction to vendors, customers, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering of Placement Shares. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to Xxxxx, to file a registration statement under the Securities ActTerms Agreement.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five (5) Trading Days trading days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx Cowen notice as promptly as reasonably possible practicable before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, provided that such notice shall not be required in connection with the (i) the issuance, grant or sale of Common Stock, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, units or other equity awards, or Common Stock issuable upon the exercise or vesting of options, restricted stock units options or other equity awards pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time, time provided the implementation of such plan is disclosed to Xxxxx Cowen in advance, (iv) the issuance or sale of any shares of Common Stock common stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx Cowen prior to the date of the applicable Placement Notice, or (v) the issuance or sale of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately-privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering of Placement SharesCommon Stock hereby. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to XxxxxCowen, to file a registration statement under the Securities Act.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder(as amended by the corresponding Acceptance, and for five (5if applicable) Trading Days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx the Sales Agents, the Forward Sellers and the Forward Purchasers notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock Shares (other than Placement Shares Securities offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common StockShares, warrants or any rights to purchase or acquire Common StockShares; provided, that such notice shall not be required in connection with (i) the issuance, grant or sale of Common StockShares, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, other equity awards, Shares or Common Stock Shares issuable upon the exercise or vesting of options, restricted stock units options or other equity awards pursuant to any stock option, stock bonus or other stock or compensatory plan or arrangement arrangement, or any similar plan or arrangement, described in the Prospectus, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assetsassets described in the Prospectus, (iii) the issuance or sale of Common Stock Shares pursuant to any dividend reinvestment and/or share purchase plan that currently in effect or established subsequent to the Company may adopt from time date hereof and disclosed in a report filed pursuant to time, provided the implementation Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such plan is disclosed to Xxxxx in advanceform), (iv) the issuance or sale of securities upon conversion of any shares of Common Stock issuable upon the exchange, conversion Company’s Preferred Shares outstanding as of the date hereof or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior Preferred Shares issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of the applicable Placement NoticeForm 8-K responsive to Item 2.02 or Item 7.01 of such form), or (v) a non-material acquisition, merger or purchase of assets, (vi) the issuance or sale of Common StockShares pursuant to the exercise of contractual rights described in the Registration Statement and the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Shares of the Company, or securities convertible into or exercisable for (vii) the issuance of an immaterial amount of Common Stock, offered and sold Shares in a privately-negotiated transaction to vendors, customers, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated connection with the offering conversion or redemption of Placement Shares. Notwithstanding OP Units, and (viii) the foregoing provisions, nothing herein shall be construed to restrict issuance of OP Units or preferred interests in the Company’s ability, or require Operating Partnership in connection with the Company to provide notice to Xxxxx, to file a registration statement under acquisition of additional properties disclosed in the Securities ActRegistration Statement and the Prospectus.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five (5) Trading Days following or any period in which the termination of any Prospectus relating to the Placement Notice given hereunderShares is required to be delivered by the Agent, the Company shall provide Xxxxx the Agent notice as promptly as reasonably possible before it offers to sell, sells, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire acquire, Common Stock; Stock provided, however, that such notice shall not be required in connection with the Company’s issuance or sale of (i) the issuance, grant or sale of Common Stock, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, other equity awards, Stock or Common Stock issuable upon the exercise or vesting of options, restricted stock units or other equity awards pursuant to any stock option, or benefits plan, stock bonus or other stock ownership plan or arrangement described dividend reinvestment plan (but not Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Prospectus, Company whether now in effect or hereafter implemented; (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time, provided the implementation of such plan is disclosed to Xxxxx in advance, (iv) the issuance or sale of any shares of Common Stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement NoticeAgent, or (viii) the issuance or sale of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately-privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners and otherwise or other investors conducted in a manner so as not to be integrated with the offering of Placement Shares. Notwithstanding the foregoing provisionsCommon Stock hereby and (iv) Common Stock in connection with any acquisition, nothing herein shall be construed to restrict the Company’s abilitystrategic investment or other similar transaction (including any joint venture, strategic alliance or require the Company to provide notice to Xxxxx, to file a registration statement under the Securities Actpartnership).

Notice of Other Sales. During the pendency of any Placement Notice given hereunder(as amended by the corresponding Acceptance, and for five (5if applicable) Trading Days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx the Placement Agent notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares Securities offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with the (i) the issuance, grant or sale of restricted stock, Common Stock, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, other equity awards, or Common Stock issuable upon the exercise or vesting of options, restricted stock units options or other equity awards pursuant to any stock option, stock bonus or other stock or compensatory plan or arrangement described in the Prospectus, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assetsassets described in the Prospectus, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan or direct stock purchase plan that the Company has in effect or may adopt from time to time, provided the implementation of such new plan is disclosed to Xxxxx the Placement Agent in advance, or (iv) the issuance or sale of any shares of Common Stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or any outstanding or disclosed in filings by security of the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement Notice, or (v) the issuance or sale of Common Stock, or securities convertible into or exercisable exchangeable for Common Stock, offered and sold warrants or any rights to purchase or acquire Common Stock; provided further that such notice shall not be required if such information has been filed or furnished on XXXXX or has otherwise been publicly disclosed in a privately-negotiated transaction to vendorsadvance of such offer, customerscontract, strategic partners sale, grant or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering of Placement Shares. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to Xxxxx, to file a registration statement under the Securities Actother disposal.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder(as amended by the corresponding Acceptance, and for five (5if applicable) Trading Days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx Citigroup notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock Shares (other than Placement Shares Securities offered pursuant to the provisions of this AgreementAgreement or the Alternative Distribution Agreements) or securities convertible into or exchangeable for Common StockShares, warrants or any rights to purchase or acquire Common StockShares; provided, that such notice shall not be required in connection with (i) the issuance, grant or sale of Common StockShares, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, other equity awards, Shares or Common Stock Shares issuable upon the exercise or vesting of options, restricted stock units options or other equity awards pursuant to any stock option, stock bonus or other stock or compensatory plan or arrangement arrangement, or any similar plan or arrangement, described in the Prospectus, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assetsassets described in the Prospectus, or (iii) the issuance or sale of Common Stock Shares pursuant to any dividend reinvestment and/or share purchase plan that currently in effect or established subsequent to the Company may adopt from time date hereof and disclosed in a report filed pursuant to time, provided the implementation Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such plan is disclosed to Xxxxx in advanceform), (iv) the issuance or sale upon conversion of any shares of Common Stock issuable upon the exchange, conversion Company’s Preferred Shares outstanding as of the date hereof or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior Preferred Shares issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of the applicable Placement NoticeForm 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vvi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately-negotiated transaction to vendors, customers, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering Shares of Placement Shares. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to Xxxxx, to file a registration statement under the Securities Act.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five (5) Trading Business Days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx Cantor with notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock Shares (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common StockShares, warrants or any rights to purchase or acquire Common StockShares; provided, however, that such notice shall will not be required in connection with the Company’s issuance or sale of (i) the issuance, grant or sale of Common StockShares, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, other equity awards, Shares or Common Stock Shares issuable upon the exercise or vesting of options, restricted stock units or other equity awards pursuant to any employee or director stock optionoption or benefits plan, stock bonus or other stock ownership plan or arrangement described dividend reinvestment plan (but not Common Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the ProspectusCompany whether now in effect or hereafter implemented, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time, provided the implementation of such plan is disclosed to Xxxxx in advance, (iv) the issuance or sale of any shares of Common Stock Shares issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or outstanding, and disclosed in filings by the Company available on XXXXX or SEDAR or otherwise in writing to Xxxxx prior to the date of the applicable Placement Notice, or Cantor and (viii) the issuance or sale of Common Stock, Shares or securities convertible into or exercisable exchangeable for Common StockShares as consideration for mergers, offered and sold in a privately-negotiated transaction to vendorsacquisitions, customers, other business combinations or strategic partners or potential strategic partners and otherwise conducted in a manner so as alliances occurring after the date of this Agreement which are not to be integrated with the offering of Placement Shares. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to Xxxxx, to file a registration statement under the Securities Actissued for capital raising purposes.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five (5) Trading Days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx Cxxxx notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with (i) the issuance, grant or sale of Common Stock, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, other equity awards, or Common Stock issuable upon the exercise or vesting of options, restricted stock units or other equity awards pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time, provided the implementation of such plan is disclosed to Xxxxx Cxxxx in advance, (iv) the issuance or sale of any shares of Common Stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX EXXXX or otherwise in writing to Xxxxx Cxxxx prior to the date of the applicable Placement Notice, or (v) the issuance or sale of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately-negotiated transaction to vendors, customers, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering of Placement Shares. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to XxxxxCxxxx, to file a registration statement under the Securities Act.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder(as amended by the corresponding Acceptance, and for five (5if applicable) Trading Days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx Fargo notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock Shares (other than Placement Shares Securities offered pursuant to the provisions of this AgreementAgreement or the Alternative Distribution Agreements) or securities convertible into or exchangeable for Common StockShares, warrants or any rights to purchase or acquire Common StockShares; provided, that such notice shall not be required in connection with (i) the issuance, grant or sale of Common StockShares, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, other equity awards, Shares or Common Stock Shares issuable upon the exercise or vesting of options, restricted stock units options or other equity awards pursuant to any stock option, stock bonus or other stock or compensatory plan or arrangement arrangement, or any similar plan or arrangement, described in the Prospectus, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assetsassets described in the Prospectus, or (iii) the issuance or sale of Common Stock Shares pursuant to any dividend reinvestment and/or share purchase plan that currently in effect or established subsequent to the Company may adopt from time date hereof and disclosed in a report filed pursuant to time, provided the implementation Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such plan is disclosed to Xxxxx in advanceform), (iv) the issuance or sale upon conversion of any shares of Common Stock issuable upon the exchange, conversion Company’s Preferred Shares outstanding as of the date hereof or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior Preferred Shares issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of the applicable Placement NoticeForm 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vvi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately-negotiated transaction to vendors, customers, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering Shares of Placement Shares. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to Xxxxx, to file a registration statement under the Securities Act.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five three (53) Trading Days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx notice as promptly as reasonably possible practicable before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock Ordinary Shares (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common StockOrdinary Shares, warrants or any rights to purchase or acquire Common StockOrdinary Shares; provided, that such notice shall not be required in connection with the (i) the issuance, grant or sale of Common StockOrdinary Shares, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, other equity awards, Ordinary Shares or Common Stock Ordinary Shares issuable upon the exercise or vesting of options, restricted stock units options or other equity awards pursuant to any stock share option, stock share bonus or other stock share plan or arrangement described in the Prospectus, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock Ordinary Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, time provided the implementation of such plan is disclosed to Xxxxx in advance, (iv) the issuance or sale of any shares of Common Stock Ordinary Shares issuable upon the exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement Noticeoutstanding, or (v) the issuance or sale of Common Stockany Ordinary Shares, or securities convertible into or exercisable for Common StockOrdinary Shares, offered and sold in a privately-privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners partners, licensors, and otherwise conducted in a manner so as not to be integrated with the offering of the Placement SharesShares contemplated hereby. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to Xxxxx, ability to file a registration statement under the Securities ActAct or require notice to Xxxxx with respect thereto.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five (5) Trading Days 5 trading days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx Cowen notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with the (i) the issuance, grant or sale of Common Stock, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, units or other equity awards, or Common Stock issuable upon the exercise or vesting of options, restricted stock units options or other equity awards pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time, time provided the implementation of such plan is disclosed to Xxxxx Cowen in advance, advance or (iv) the issuance or sale of any shares of Common Stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement Notice, or (v) the issuance or sale of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately-privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering of Placement SharesCommon Stock hereby. Notwithstanding the foregoing provisions, nothing herein Nothing contained in this Section 7(i) shall be construed to restrict the Company’s ability, or require the Company to provide notice to XxxxxCowen, to file a registration statement under the Securities Act.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five (5) Trading Days 5 trading days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx notice as promptly as reasonably possible practicable before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with the (i) the issuance, grant or sale of Common Stock, options to purchase shares of Common Stock or Common Stock, restricted shares of Common Stock, restricted stock units, units or other equity awards, or Common Stock awards issuable upon the exercise or vesting of options, restricted stock units options or other equity awards pursuant to the any stock option, stock bonus or other stock plan or arrangement described in the Prospectusfor bona fide compensatory purposes, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time, time provided the implementation of such plan is disclosed to Xxxxx in advance, advance or (iv) the issuance or sale of any shares of Common Stock common stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement Notice, Notice or (v) the issuance or sale of any shares of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately-privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering of Placement Shares. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to Xxxxx, to file a registration statement under the Securities ActCommon Stock hereby.

Notice of Other Sales. During Upon the issuance and during the pendency of any Placement Notice given hereunder, and for five (5) Trading Days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx the Placement Agent notice as promptly as reasonably possible practicable before it the Company offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares Securities offered pursuant to the provisions of this AgreementAgreement or as otherwise described in the Registration Statement or Prospectus) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with the (i) the issuance, grant or sale of restricted stock, Common Stock, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, or other equity awards, stock awards or Common Stock issuable upon the exercise or vesting of options, restricted stock units options or other equity awards pursuant to any stock option, stock bonus or other stock or compensatory plan or arrangement described in the Registration Statement or the Prospectus, (ii) the issuance of shares of Common Stock upon conversion of securities or the exercise of warrants, options or other rights in effect or outstanding as of the date of this Agreement, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Placement Agent, (iii) the issuance of securities in connection with an acquisition, merger or merger, sale or purchase of assets, other business combination, or strategic alliance or commercial transaction occurring after the date of this Agreement and conducted in a manner so as to not be integrated with the offering of Securities hereby, or (iiiiv) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company has in effect or may adopt from time to time, provided the implementation of such new plan is disclosed to Xxxxx the Placement Agent in advance, (iv) the issuance or sale of any shares of Common Stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement Notice, or (v) the issuance or sale of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately-negotiated transaction to vendors, customers, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering of Placement Shares. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to Xxxxxthe Placement Agent, to file a registration statement under the Securities Act.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five (5) Trading Days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx the Sales Agent notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock Ordinary Shares or ADSs (other than Placement Shares ADSs offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common StockOrdinary Shares or ADSs, warrants or any rights to purchase or acquire Common StockOrdinary Shares or ADSs; provided, that such notice shall not be required in connection with the (i) the issuance, grant or sale of Common StockOrdinary Shares or ADSs, options or other rights to purchase shares or otherwise acquire Ordinary Shares or ADSs, or Ordinary Shares or ADSs issuable upon the exercise of Common Stock, restricted shares of Common Stock, restricted stock units, options or other equity awards, or Common Stock issuable upon the exercise or vesting of options, restricted stock units or other equity awards in each case granted pursuant to any stock option, stock bonus or other stock or compensatory plan or arrangement described arrangement, whether now in the Prospectuseffect or hereafter implemented, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assetsassets which is described at the time of issuance in the Registration Statement and the Prospectus, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time, provided the implementation of such plan is disclosed to Xxxxx in advance, (iv) the issuance Ordinary Shares or sale of any shares of Common Stock issuable ADSs upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights then in effect or outstanding or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior the Sales Agent, (iv) issuance or sale of Ordinary Shares or ADSs pursuant to any dividend reinvestment and stock purchase plan that the Company has in effect or may adopt from time to time, provided that the implementation of such new plan is disclosed to the date of the applicable Placement NoticeSales Agent in advance, or and (v) the issuance or sale of Common StockOrdinary Shares, or securities convertible into or exercisable for Common StockOrdinary Shares, which are offered and sold in a privately-privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners and otherwise or other investors (including Ordinary Shares issuable upon satisfaction of any milestone under the Triaxial Convertible Note Deed Poll) conducted in a manner so as not to be integrated with into the offering of Placement SharesADSs hereby. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require If the Company to provide notice to Xxxxxnotifies the Sales Agent under this Section 7(i) of a proposed sale of Ordinary Shares or ADSs or Ordinary Share or ADS equivalents, to file the Sales Agent may suspend any offers and sales of Securities under this Agreement for a registration statement under period of time deemed appropriate by the Securities ActSales Agent.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five (5) Trading Days 5 trading days following the termination of any Placement Notice given hereunder, the Company shall provide XX Xxxxx notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with the (i) the issuance, grant or sale of Common Stock, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, units or any other equity awards, or Common Stock issuable upon the exercise or vesting of options, restricted stock units options or other equity awards pursuant to any equity incentive plan, stock option, stock bonus bonus, employee stock purchase or other stock plan or arrangement described in the Prospectus, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt , in its sole discretion, from time to time, time provided the implementation of such plan is disclosed to XX Xxxxx in advance, advance or (iv) the issuance or sale of any shares of Common Stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement Noticeoutstanding, or (v) the issuance or sale of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately-privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners partners, collaborators, joint venturers, equipment leasing providers, financial institutions or other lenders in connection with debt arrangements, or in connection with a merger, acquisition or similar activities, and otherwise conducted in a manner so as not to be integrated with the offering of Placement SharesCommon Stock hereby. Notwithstanding For the foregoing provisionsavoidance of doubt, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to XX Xxxxx, to file a registration statement under with the Securities ActCommission if a Placement Notice is not then in effect and provided that such registration statement does not relate to an at-the-market offering program.

Notice of Other Sales. During Without the pendency prior written consent of any Placement Notice given hereunder, and for five (5) Trading Days following the termination of any Placement Notice given hereunderAgent, the Company shall provide Xxxxx notice as promptly as reasonably possible before it offers will not, directly or indirectly, offer to sell, contracts sell, contract to sell, sells, grants grant any option to sell or otherwise disposes dispose of any shares of Common Stock (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire acquire, Common Stock during the period beginning on the date on which any Placement Notice is delivered to the Agent hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire, Common Stock prior to the termination of this Agreement; provided, however, that such notice shall restrictions will not be required in connection with the Company’s issuance or sale of (i) the issuance, grant or sale of Common Stock, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, other equity awards, Stock or Common Stock issuable upon the exercise or vesting of options, restricted stock units or other equity awards pursuant to any employee or director stock option, stock bonus incentive or other stock benefits plan or arrangement described stock purchase plan of the Company whether now in the Prospectuseffect or hereafter implemented, and (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time, provided the implementation of such plan is disclosed to Xxxxx in advance, (iv) the issuance or sale of any shares of Common Stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement Notice, or (v) the issuance or sale of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately-negotiated transaction to vendors, customers, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering of Placement Shares. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to Xxxxx, to file a registration statement under the Securities ActAgent.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five (5) Trading Days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx Cowen notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with (i) the issuance, grant or sale of Common Stock, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, other equity awards, or Common Stock issuable upon the exercise or vesting of options, restricted stock units or other equity awards pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time, provided the implementation of such plan is disclosed to Xxxxx Cowen in advance, (iv) the issuance or sale of any shares of Common Stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX EXXXX or otherwise in writing to Xxxxx Cowen prior to the date of the applicable Placement Notice, or (v) the issuance or sale of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately-negotiated transaction to vendors, customers, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering of Placement Shares. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to XxxxxCowen, to file a registration statement under the Securities Act.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five three (53) Trading Days trading days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx Cowen notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with (i) the offer, issuance, grant or sale of Common Stock, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, units or other equity awards, awards or Common Stock issuable upon the exercise or vesting of options, restricted stock units options or other equity awards pursuant to any equity incentive plan, stock option, employee stock purchase plan, stock bonus or other stock plan or arrangement described in the ProspectusProspectus or pursuant to any qualifying inducement award under Nasdaq rules, (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time, time provided the implementation of such plan is disclosed to Xxxxx Cowen in advance, (iv) the issuance or sale of any shares of Common Stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement Noticeoutstanding, or (v) the issuance or sale of shares of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately-privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners partners, financial institutions or other lenders in connection with debt arrangements, and otherwise conducted in a manner so as not to be integrated with the offering of Placement SharesCommon Stock hereby. Notwithstanding the foregoing provisionsFor avoidance of doubt, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to XxxxxCowen, to file a registration statement under with the Securities ActCommission.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five (5) 3 Trading Days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx the Agents notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with (i) the issuance, grant or sale of Common Stock, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, Stock or any other equity awards, or Common Stock issuable upon the exercise or vesting of options, restricted stock units options or other equity awards or upon the settlement of restricted stock units pursuant to any stock option, stock bonus bonus, employee stock purchase or other stock plan or arrangement described in the Prospectus, (ii) the issuance issuance, grant or sale of Common Stock, or securities convertible into or exercisable for Common Stock, in connection with an acquisitionany joint venture, merger commercial, strategic or sale collaborative relationship, or purchase the acquisition or license by the Company of assetsthe securities, businesses, property or other assets of another person or entity, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time, time provided the implementation of such plan is disclosed to Xxxxx the Agents in advance, advance or (iv) the issuance or sale of any shares of Common Stock issuable upon the exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement Notice, or (v) the issuance or sale of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately-negotiated transaction to vendors, customers, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering of Placement Sharesoutstanding. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to Xxxxx, ability to file a registration statement under the Securities Act.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five (5) Trading Days following or any period in which the termination of any Prospectus relating to the Placement Notice given hereunderShares is required to be delivered by the Agent, the Company shall provide Xxxxx the Agent notice as promptly as reasonably possible before it offers to sell, sells, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire acquire, Common Stock; Stock provided, however, that such notice shall not be required in connection with the Company’s issuance or sale of (i) the issuance, grant or sale of Common Stock, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, other equity awards, Stock or Common Stock issuable upon the exercise or vesting of options, restricted stock units or other equity awards pursuant to any stock optionequity compensation, or benefits plan, stock bonus or other stock ownership plan or arrangement described dividend reinvestment plan (but not Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Prospectus, Company whether now in effect or hereafter implemented; (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time, provided the implementation of such plan is disclosed to Xxxxx in advance, (iv) the issuance or sale of any shares of Common Stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or outstanding, and disclosed in filings by the Company available on XXXXX EXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement NoticeAgent, or (viii) the issuance or sale of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately-privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners and otherwise or other investors conducted in a manner so as not to be integrated with the offering of Placement SharesCommon Stock hereby, (iv) Common Stock Issued under the Hxxxxxxxx Purchase Agreement and (v) Common Stock in connection with any acquisition, strategic investment or other similar transaction (including any joint venture, strategic alliance or partnership). Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to Xxxxxconsent of the Agent, to file a registration statement under the Securities Act.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five (5) Trading Days 5 trading days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx Cowen notice as promptly as reasonably possible practicable before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with the (i) the offer, issuance, grant or sale of Common Stock (including restricted Common Stock), options to purchase shares of Common Stock, restricted shares of Stock or Common Stock, restricted stock units, units or other equity awards, or Common Stock awards issuable upon the exercise or vesting of options, restricted stock units options or other equity awards pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus, (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase or license of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time, time provided the implementation of such plan is disclosed to Xxxxx Cowen in advance, advance or (iv) any shares of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering of Placement Shares hereby or (v) the issuance or sale of any shares of Common Stock common stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx Cowen prior to the date of the applicable Placement Notice, or (v) the issuance or sale of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately-negotiated transaction to vendors, customers, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering of Placement Shares. Notwithstanding the foregoing provisions, subject to the Company’s compliance with the notice provisions set forth in this Section 7(i), nothing herein shall be construed to restrict the Company’s abilityCompany from entering into and/or consummating a committed underwritten equity offering or other similar offering of its registered securities, or require otherwise prohibit the Company to provide notice to Xxxxxissuance of its equity securities in a private placement transaction, or obtain prior written consent, to file a registration statement under do any of the Securities Actforegoing.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five (5) 5 Trading Days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx Cxxxx notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock Ordinary Shares or ADSs (other than Placement Shares offered pursuant to the provisions of this Agreement or any Terms Agreement) or securities convertible into or exchangeable for Common StockOrdinary Shares or ADSs, warrants or any rights to purchase or acquire Common StockOrdinary Shares or ADSs; provided, that such notice shall not be required in connection with the (i) the issuance, grant or sale of Common StockOrdinary Shares or ADSs, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, other equity awards, Ordinary Shares or Common Stock ADSs or Ordinary Shares or ADSs issuable upon the exercise or vesting of options, restricted stock units options or other equity awards pursuant to any stock share option, stock share bonus or other stock share plan or arrangement described in the Prospectus, (ii) the issuance or sale of Ordinary Shares or ADSs pursuant to any written trading plan or arrangement established under SEC Rule 10b5-1 (c), (iii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iiiassets,(iv) the issuance or sale of Common Stock Ordinary Shares or ADSs pursuant to any dividend reinvestment plan that the Company may adopt from time to time, time provided the implementation of such plan is disclosed to Xxxxx Cxxxx in advance, advance or (ivv) the issuance any Ordinary Shares or sale of any shares of Common Stock ADSs issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement Notice, or (v) the issuance or sale of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately-negotiated transaction to vendors, customers, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering of Placement Sharesoutstanding. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to XxxxxCxxxx, to file a registration statement under the Securities Act.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five (5) Trading Days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with the (i) the issuance, grant or sale of Common Stock, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, units or other equity awards, or Common Stock issuable upon the exercise or vesting of options, restricted stock units options or other equity awards pursuant to the any stock option, stock bonus or other stock plan or arrangement described in the Prospectus, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time, time provided the implementation of such plan is disclosed to Xxxxx in advance, or (iv) the issuance or sale of any shares of Common Stock common stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement Noticeoutstanding, or (v) the issuance or sale of any shares of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately-privately negotiated transaction to licensors, vendors, customers, investors, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering of Placement SharesShares contemplated hereby. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s abilityability to file, or require the Company to provide notice to XxxxxXxxxx of the filing of, to file a registration statement under the Securities Act.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five (5) Trading Days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx Cowen notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with the (i) the issuance, grant or sale of Common Stock, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, units or other equity awards, or Common Stock issuable upon the exercise or vesting of options, restricted stock units options or other equity awards pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time, time provided the implementation of such plan is disclosed to Xxxxx Cowen in advance, (iv) the issuance or sale of any shares of Common Stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement Noticeoutstanding, or (v) the issuance or sale of any shares of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately-privately negotiated transaction to licensors, vendors, customers, investors, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering of Placement SharesShares contemplated hereby. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s abilityability to file, or require the Company to provide notice to XxxxxCowen of the filing of, to file a registration statement under the Securities Act.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five (5) Trading Days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx Cxxxx notice as promptly as reasonably possible practicable before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with the (i) the issuance, grant or sale of Common Stock, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, other equity awards, Stock or Common Stock issuable upon the exercise or vesting of options, restricted stock units options or other equity awards pursuant to any stock option, stock bonus incentive or other stock purchase plan or arrangement described whether now in effect or hereafter implemented (and the Prospectusissuance by the Company of shares of Common Stock upon the exercise or vesting thereof), (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time, time provided the implementation of such plan is disclosed to Xxxxx Cxxxx in advance, (iv) the issuance or sale of any shares of Common Stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement NoticeEXXXX, or (v) the issuance or sale of Common Stock, or securities convertible into or exercisable for Common Stock, Stock or other securities offered and sold in a privately-privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners and otherwise other investors conducted or in connection with a transaction that includes a commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) in a manner so as not to be integrated with the offering of the Placement SharesShares hereby. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s abilityability to file, or require the Company to provide notice to XxxxxCxxxx of the filing of, to file a registration statement under the Securities Act.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five (5) two Trading Days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx Cowen notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with (i) the offer, issuance, grant or sale of Common Stock (including restricted Common Stock), options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, units or other equity awards, awards or Common Stock issuable upon the exercise or vesting of options, restricted stock units options or other equity awards pursuant to any equity incentive, stock option, stock bonus bonus, employee stock purchase or other compensatory or stock plan or arrangement described in the Prospectus, (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time, time provided the implementation of such plan is disclosed to Xxxxx Cowen in advance, (iv) the issuance or sale of any shares of Common Stock common stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement Notice, or (v) the issuance or sale of any shares of Common Stock, Stock or securities convertible into or exercisable for shares of Common Stock, offered and sold in a privately-privately negotiated transaction to vendors, customers, investors, strategic partners partners, licensors or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering of Placement Sharesthe shares of Common Stock hereby and not for capital raising purposes. Notwithstanding the foregoing provisions, subject to the Company’s compliance with the notice provisions set forth in this Section 7(i), nothing herein shall be construed to restrict the Company from entering into and/or consummating a committed underwritten equity offering or other similar offering of its registered securities, the Company’s abilityability to file, or require the Company to provide notice to XxxxxCowen of the filing of, to file a registration statement under the Securities Act, or otherwise prohibit the issuance of its equity securities in a private placement transaction, or require that the Company provide notice of, or obtain prior written consent, to do any of the foregoing.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five three (53) Trading Days trading days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with the (i) the issuance, grant or sale of Common Stock, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, other equity awards, units or Common Stock issuable upon the exercise of options or vesting the settlement of options, restricted stock units or other equity awards pursuant to the any stock option, stock bonus bonus, employee stock purchase or other stock plan or arrangement described in the ProspectusProspectus or pursuant to any qualifying inducement award under Nasdaq rules, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets, assets or (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time, time provided the implementation of such plan is disclosed to Xxxxx in advance, (iv) the issuance or sale of any shares of Common Stock common stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement Noticeoutstanding, or (v) the issuance or sale of shares of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately-privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering of Placement SharesCommon Stock hereby and not for capital raising purposes. Notwithstanding the foregoing provisionsFor avoidance of doubt, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to Xxxxx, to file a registration statement under the Securities Act.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five (5) Trading Days three trading days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement or any Terms Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with the (i) the issuance, grant or sale of Common Stock, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, other equity awards, Stock or Common Stock issuable upon the exercise or vesting of options, restricted stock units options or other equity awards pursuant to any stock option, stock bonus or other stock plan or arrangement described arrangement, whether now in the Prospectuseffect or hereafter implemented, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time, time provided the implementation of such plan is disclosed to Xxxxx in advance, advance (iv) the issuance or sale of any shares of Common Stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding outstanding. or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement Notice, or XXXXX; (v) the issuance or sale of shares of Common Stock, Stock or securities convertible into or exercisable for shares of Common Stock, offered and sold in a privately-negotiated transaction to collaborators, licensors, vendors, customers, joint venture partners, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering of Placement SharesShares contemplated hereby. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s abilityability to file, or require the Company to provide notice to XxxxxXxxxx of the filing of, to file a registration statement under the Securities Act.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five one (51) Trading Days Day following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx Cowen notice as promptly as reasonably possible practicable before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with the (i) the offer, issuance, grant or sale of Common Stock (including restricted Common Stock), options to purchase shares of Common Stock, restricted shares of Stock or Common Stock, restricted stock units, units or other equity awards, or Common Stock awards issuable upon the exercise or vesting of options, restricted stock units options or other equity awards pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus, (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase or license of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time, time provided the implementation of such plan is disclosed to Xxxxx Cowen in advance, (iv) any shares of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners, and otherwise conducted in a manner so as not to be integrated with the offering of Placement Shares contemplated hereunder, or (v) the issuance or sale of any shares of Common Stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx Cowen prior to the date of the applicable Placement Notice, or (v) the issuance or sale of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately-negotiated transaction to vendors, customers, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering of Placement Shares. Notwithstanding the foregoing provisions, subject to the Company’s compliance with the notice provisions set forth in this Section 7(i), nothing herein shall be construed to restrict the Company’s abilityCompany from entering into and/or consummating a committed underwritten equity offering or other similar offering of its registered securities, or require otherwise prohibit the Company to provide notice to Xxxxxissuance of its equity securities in a private placement transaction, or obtain prior written consent, to file a registration statement under do any of the Securities Actforegoing.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five (5) 5 Trading Days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock Ordinary Shares or ADSs (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common StockOrdinary Shares or ADSs, warrants or any rights to purchase or acquire Common StockOrdinary Shares or ADSs; provided, that such notice shall not be required in connection with the (i) the issuance, grant or sale of Common StockOrdinary Shares or ADSs, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, other equity awards, Ordinary Shares or Common Stock ADSs or Ordinary Shares or ADSs issuable upon the exercise or vesting of options, restricted stock units options or other equity awards pursuant to any stock share option, stock share bonus or other stock share plan or arrangement described in the Prospectus, (ii) the issuance or sale of Ordinary Shares or ADSs pursuant to any written trading plan or arrangement established under SEC Rule 10b5-1 (c), (iii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iiiassets,(iv) the issuance or sale of Common Stock Ordinary Shares or ADSs pursuant to any dividend reinvestment plan that the Company may adopt from time to time, time provided the implementation of such plan is disclosed to Xxxxx in advance, advance or (ivv) the issuance any Ordinary Shares or sale of any shares of Common Stock ADSs issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement Notice, or (v) the issuance or sale of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately-negotiated transaction to vendors, customers, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering of Placement Sharesoutstanding. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to Xxxxx, to file a registration statement under the Securities Act.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five (5) Trading Days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx Cowen notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement or shares of Common Stock offered pursuant to the provisions of the March 2022 Sales Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with the (i) the offer, issuance, grant or sale of Common Stock, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, other equity awards, Stock or Common Stock issuable upon the exercise or vesting of options, restricted stock units options or other equity awards pursuant to any equity incentive plan, stock option, employee stock purchase plan, stock bonus or other stock plan or arrangement described in the Prospectus, (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time, time provided the implementation of such plan is disclosed to Xxxxx Cowen in advance, (iv) the issuance or sale of any shares of Common Stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement Noticeoutstanding, or (v) the issuance or sale of Common Stock, Stock or securities convertible into or exercisable for Common Stock, offered and sold in a privately-privately negotiated transaction transactions to vendorsstrategic partners, customerscollaborators, strategic partners licensors, vendors or potential strategic partners and otherwise conducted other similarly situated parties in a manner so as that would not be reasonably expected to be integrated with the offering of the Placement Shares. Notwithstanding the foregoing provisions, subject to the Company’s compliance with the notice provisions set forth in this Section 7(i), nothing herein shall be construed to restrict the Company’s abilityCompany from entering into and/or consummating a committed underwritten equity offering or other similar offering of its registered securities, or otherwise prohibit the issuance of its equity securities in a private placement transaction, or require that the Company obtain prior written consent to provide do any of the foregoing; provided, however, that the Company shall not deliver a Placement Notice under this Agreement at any time that a placement notice remains effective with respect to Xxxxx, to file a registration statement future sales of Common Stock under the Securities ActMarch 2022 Sales Agreement.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five three (53) Trading Days trading days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx notice as promptly as reasonably possible practicable before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with the (i) the issuance, grant or sale of Common Stock, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, units or other equity awards, or Common Stock issuable upon the exercise or vesting of options, restricted stock units options or other equity awards awards, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets, assets or (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time, time provided the implementation of such plan is disclosed to Xxxxx in advance, (iv) the issuance or sale of any shares of Common Stock common stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement Notice, or (v) the issuance or sale of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately-privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering of Placement SharesCommon Stock hereby. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to Xxxxx, to file a registration statement under the Securities Act.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five (5) 5 Trading Days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx Cowen notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock Ordinary Shares or ADSs (other than Placement Shares offered pursuant to the provisions of this Agreement or any Terms Agreement) or securities convertible into or exchangeable for Common StockOrdinary Shares or ADSs, warrants or any rights to purchase or acquire Common StockOrdinary Shares or ADSs; provided, that such notice shall not be required in connection with the (i) the issuance, grant or sale of Common StockOrdinary Shares or ADSs, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, other equity awards, Ordinary Shares or Common Stock ADSs or Ordinary Shares or ADSs issuable upon the exercise or vesting of options, restricted stock units options or other equity awards pursuant to any stock share option, stock share bonus or other stock share plan or arrangement described in the Prospectus, (ii) the issuance or sale of Ordinary Shares or ADSs pursuant to any written trading plan or arrangement established under SEC Rule 10b5-1 (c), (iii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iiiassets,(iv) the issuance or sale of Common Stock Ordinary Shares or ADSs pursuant to any dividend reinvestment plan that the Company may adopt from time to time, time provided the implementation of such plan is disclosed to Xxxxx Cowen in advance, advance or (ivv) the issuance any Ordinary Shares or sale of any shares of Common Stock ADSs issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement Notice, or (v) the issuance or sale of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately-negotiated transaction to vendors, customers, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering of Placement Sharesoutstanding. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to XxxxxCowen, to file a registration statement under the Securities Act.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five three (53) Trading Days trading days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx SVB Leerink notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with (i) the issuance, grant or sale of Common Stock, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, other equity awards, units or Common Stock issuable upon the exercise of options or vesting the settlement of options, restricted stock units or other equity awards awards, or vesting of other securities pursuant to any stock option, stock bonus bonus, employee stock purchase or other stock plan or arrangement described in the ProspectusProspectus or pursuant to any qualifying inducement award under Nasdaq rules, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time, time provided the implementation of such plan is disclosed to Xxxxx SVB Leerink in advance, (iv) the issuance or sale of any shares of Common Stock common stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement Noticeoutstanding, or (v) the issuance or sale of shares of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately-privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering of Placement SharesCommon Stock hereby and not for capital raising purposes. Notwithstanding the foregoing provisionsFor avoidance of doubt, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to XxxxxSVB Leerink, to file a registration statement under the Securities Act.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five (5) Trading Days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with the (i) the issuance, grant or sale of Common Stock, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, units or other equity awards, or Common Stock issuable upon the exercise or vesting of options, restricted stock units options or other equity awards pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time, time provided the implementation of such plan is disclosed to Xxxxx in advance, (iv) the issuance or sale of any shares of Common Stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement Noticeoutstanding, or (v) the issuance or sale of any shares of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately-privately negotiated transaction to licensors, vendors, customers, investors, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering of Placement SharesShares contemplated hereby. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s abilityability to file, or require the Company to provide notice to XxxxxXxxxx of the filing of, to file a registration statement under the Securities Act.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five (5) Trading Days 5 trading days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement or any Terms Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with the (i) the issuance, grant or sale of Common Stock, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, other equity awards, Stock or Common Stock issuable upon the exercise or vesting of options, restricted stock units options or other equity awards pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets, ; (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time, time provided the implementation of such plan is disclosed to Xxxxx in advance, ; (iv) the issuance or sale of securities in satisfaction of contractual payment obligations described in the Prospectus, including the issuance of Common Stock in payment of indebtedness of the Company in accordance with the terms thereof; (v) the issuance of any shares of Common Stock common stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed described in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement Notice, Prospectus; or (vvi) the issuance or sale of Common Stockany shares of common stock, or securities convertible into or exercisable for Common Stockcommon stock, offered and sold in a privately-privately negotiated transaction to licensors, vendors, customers, investors, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering of Placement SharesShares contemplated hereby. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s abilityability to file, or require the Company to provide notice to XxxxxXxxxx of the filing of, to file a registration statement under the Securities Act.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five (5) 5 Trading Days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx Cowen notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with the (i) the issuance, grant or sale of Common Stock, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, units or other equity awards, or Common Stock issuable upon the exercise or vesting of options, restricted stock units options or other equity awards pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time, time provided the implementation of such plan is disclosed to Xxxxx Cowen in advance, (iv) the issuance or sale of any shares of Common Stock common stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement Noticeoutstanding, or (v) the issuance or sale of Common Stockany shares of common stock, or securities convertible into or exercisable for Common Stockcommon stock, offered and sold in a privately-privately negotiated transaction to licensors, vendors, customers, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering of the Placement SharesShares contemplated hereby, provided, however, that in the case of clause (v), any such issuance shall not exceed 5% of the aggregate shares of common stock of the Company then outstanding. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to XxxxxCowen, to file a registration statement under the Securities ActAct in respect of any security of the Company, including Common Stock.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five (5) 3 Trading Days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx HCW notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares share of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with (i) the offer and sale of shares of Common Stock by the Alternative Manager pursuant to the Alternative Distribution Agreement, (ii) the issuance, grant or sale of Common Stock, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, Stock or any other equity awards, or Common Stock issuable upon the exercise or vesting of options, restricted stock units options or other equity awards pursuant to any stock option, stock bonus bonus, employee stock purchase or other stock plan or arrangement described in the Prospectus, (iiiii) the issuance issuance, grant or sale of Common Stock, or securities convertible into or exercisable for Common Stock, in connection with an acquisitionany joint venture, merger commercial, strategic or sale collaborative relationship, or purchase the acquisition or license by the Company of assetsthe securities, businesses, property or other assets of another person or entity, (iiiiv) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time, time provided the implementation of such plan is disclosed to Xxxxx HCW in advance, advance or (ivv) the issuance or sale of any shares of Common Stock issuable upon the exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement Notice, or (v) the issuance or sale of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately-negotiated transaction to vendors, customers, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering of Placement Sharesoutstanding. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to Xxxxx, ability to file a registration statement under the Securities Act.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five (5) Trading Days 5 trading days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx Guggenheim Securities notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock Ordinary Shares or ADSs (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common StockOrdinary Shares or ADSs, warrants or any rights to purchase or acquire Common StockOrdinary Shares or ADSs; provided, that such notice shall not be required in connection with the (i) the issuance, grant or sale of Common StockOrdinary Shares or ADSs, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, other equity awards, Ordinary Shares or Common Stock ADSs or Ordinary Shares or ADSs issuable upon the exercise or vesting of options, restricted stock units options or other equity awards pursuant to any stock share option, stock share bonus or other stock plan share plan, certain other agreements or arrangement described in the ProspectusProspectus or otherwise publicly disclosed, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets, assets or (iii) the issuance or sale of Common Stock Ordinary Shares or ADSs pursuant to any dividend reinvestment plan that the Company may adopt from time to time, time provided the implementation of such plan is disclosed to Xxxxx Guggenheim Securities in advance, advance or (iv) the issuance any Ordinary Shares or sale of any shares of Common Stock ADSs issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement Notice, or (v) the issuance or sale of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately-negotiated transaction to vendors, customers, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering of Placement Shares. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to Xxxxx, to file a registration statement under the Securities Actoutstanding.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five (5) Trading Days 5 trading days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx Cowen notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with the (i) the issuance, grant or sale of Common Stock, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, other equity awards, Stock or Common Stock issuable upon the exercise or vesting of options, restricted stock units options or other equity awards pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time, time provided the implementation of such plan is disclosed to Xxxxx Cowen in advance, advance or (iv) the issuance or sale of any shares of Common Stock common stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement Notice, or (v) the issuance or sale of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately-negotiated transaction to vendors, customers, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering of Placement Sharesoutstanding. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to Xxxxx, ability to file a registration statement under the Securities ActAct or require the Company to give prior notice thereof to Cowen.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five (5) Trading Days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx the Sales Agent notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with the (i) the issuance, grant or sale of Common Stock, options or other rights to purchase shares of or otherwise acquire Common Stock, restricted shares of Common Stock, restricted stock units, other equity awards, or Common Stock issuable upon the exercise or vesting of options, restricted stock units options or other equity awards awards, in each case granted pursuant to any stock option, stock bonus bonus, employee stock purchase or other stock or compensatory plan or arrangement described arrangement, whether now in the Prospectuseffect or hereafter implemented, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets, or a transaction with a third party that includes a bona fide commercial relationship (including, but not limited to, joint ventures, marketing or distribution arrangements, collaboration agreements or licensing agreements), (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time, provided the implementation of such plan is disclosed to Xxxxx in advance, (iv) the issuance or sale of any shares of Common Stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights then in effect or outstanding or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement NoticeSales Agent, or and (viv) the issuance or sale of Common StockStock pursuant to any dividend reinvestment and stock purchase plan that the Company has in effect or may adopt from time to time, provided that the implementation of such new plan is disclosed to the Sales Agent in advance. If the Company notifies the Sales Agent under this Section 7(i) of a proposed sale of shares of Common Stock or securities convertible into or exercisable Common Stock equivalents, the Sales Agent may suspend any offers and sales of Securities under this Agreement for Common Stock, offered and sold in a privately-negotiated transaction to vendors, customers, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with period of time deemed appropriate by the offering of Placement SharesSales Agent. Notwithstanding the foregoing provisionsforegoing, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to Xxxxxthe Sales Agent, to file a registration statement under the Securities Act.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five (5) Trading Days trading days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with the (i) the issuance, grant or sale of Common Stock, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, units or other equity awards, or Common Stock issuable upon the exercise or vesting of options, restricted stock units options or other equity awards pursuant to the any stock option, stock bonus or other stock plan or arrangement described in the Prospectus, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time, time provided the implementation of such plan is disclosed to Xxxxx in advance, (iv) the issuance or sale of any shares of Common Stock common stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement Notice, or (v) the issuance or sale of any shares of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately-privately negotiated transaction to licensors, vendors, customers, investors, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering of Placement SharesShares contemplated hereby. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s abilityability to file, or require the Company to provide notice to XxxxxXxxxx of the filing of, to file a registration statement under the Securities Act.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five (5) Trading Days trading days following the termination of any Placement Notice given hereunder, the Company shall provide XX Xxxxx notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, however, that such notice shall not be required in connection with (i) the issuance, grant or sale of Common Stock, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, other equity awards, Stock or Common Stock issuable upon the exercise or vesting of options, restricted stock units options or other equity awards pursuant to any stock option, stock bonus or other stock plan or arrangement described arrangement, whether now in the Prospectuseffect or hereafter implemented, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time, time provided the implementation of such plan is disclosed to XX Xxxxx in advance, (iv) the issuance or sale of any shares of Common Stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings made by the Company available on XXXXX or otherwise in writing to XX Xxxxx prior to the date of the applicable Placement Notice, or (v) the issuance issuance, grant or sale of Common Stock, Stock or securities convertible into or exercisable for shares of Common Stock, offered and or sold in a privately-privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering of Placement SharesShares hereby. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to XX Xxxxx, to file a registration statement under the Securities Act.

Notice of Other Sales. During either the pendency of any Placement Notice given hereunder, and for five (5) Trading Days following hereunder or any period in which the termination of any Prospectus relating to the Placement Notice given hereunderShares is required to be delivered by the Agent, the Company shall provide Xxxxx the Agent with notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this AgreementAgreement or the Alternative Sales Agreements) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, however, that such notice shall not be required in connection with the (i) the issuance, grant or sale of Common Stock, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, other equity awards, Stock or Common Stock issuable upon the exercise or vesting of options, restricted stock units options or other equity awards pursuant to any employee or director stock option, stock bonus option or other stock benefits plan or arrangement described in the Prospectusstock ownership plan or issuances permitted by FINRA, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time, provided the implementation of such plan is disclosed to Xxxxx in advance, (iviii) the issuance or sale of any shares of Common Stock issuable upon the exchange, conversion or redemption of securities or the exercise of any currently outstanding warrants, options or other rights in effect or outstanding or and disclosed in filings by the Company available on XXXXX EDGAX, (xv) the issuance or otherwise sale of Common Stock in writing to Xxxxx prior to connection with the date Company’s Series A Redeemable Preferred Stock, par value $0.01 per share (the "Series A Redeemable Preferred Stock") or any warrants issued in connection with the issuance or sale of the applicable Placement Notice, Series A Redeemable Preferred Stock); or (v) the issuance or sale of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold Stock in a privately-negotiated transaction to vendors, customers, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated connection with the offering of Placement Shares. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s abilitySeries M Redeemable Preferred Stock, or require the Company to provide notice to Xxxxx, to file a registration statement under the Securities Actpar value $0.01 per share.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five (5) 5 Trading Days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx Cowen notice as promptly as reasonably possible practicable before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with the (i) the issuance, grant or sale of Common Stock, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, other equity awards, units or Common Stock issuable upon the exercise of options or the vesting and settlement of options, restricted stock units or other equity awards pursuant to any stock option, stock bonus bonus, employee stock purchase plan or other stock plan or arrangement described in the ProspectusProspectus or pursuant to any qualifying inducement award under Nasdaq rules, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time, time provided the implementation of such plan is disclosed to Xxxxx Cowen in advance, (iv) the issuance or sale of any shares of Common Stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement Notice, or (v) the issuance or sale of shares of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately-privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners partners, financial institutions or other lenders in connection with debt arrangements, and otherwise conducted in a manner so as not to be integrated with the offering of Placement SharesCommon Stock hereby. Notwithstanding the foregoing provisionsFor avoidance of doubt, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to XxxxxCowen, to file a registration statement under with the Securities ActCommission.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five (5) Trading Days trading days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx notice as promptly as reasonably possible practicable before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with the (i) the issuance, grant or sale of Common Stock, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, units or other equity awards, or Common Stock issuable upon the exercise or vesting of options, restricted stock units options or other equity awards awards, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets, assets or (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time, time provided the implementation of such plan is disclosed to Xxxxx in advance, (iv) the issuance or sale of any shares of Common Stock common stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement Notice, or (v) the issuance or sale of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately-privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering of Placement SharesCommon Stock hereby. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to Xxxxx, to file a registration statement under the Securities Act.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five (5) Trading Days following the termination of any Placement Notice given hereunder, the Company Corporation shall provide Xxxxx the Agents notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock Shares (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible or exercisable into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common StockShares; provided, that such notice shall not be required in connection with the (i) the issuance, grant or sale of Common StockShares, options or other rights to purchase shares or otherwise acquire Shares, or Shares issuable upon the exercise of Common Stock, restricted shares of Common Stock, restricted stock units, options or other equity awards, or Common Stock issuable upon the exercise or vesting of options, restricted stock units or other equity awards in each case granted pursuant to any stock option, stock bonus or other stock or compensatory plan or arrangement described arrangement, whether now in the Prospectuseffect or hereafter implemented, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assetsassets which either (a) is disclosed in filings by the Corporation available on SEDAR+ or EXXXX or otherwise in writing to the Agents; or (b) involves an immaterial amount of Shares being issued, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time, provided the implementation of such plan is disclosed to Xxxxx in advance, (iv) the issuance or sale of any shares of Common Stock issuable Shares upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights then in effect or outstanding or which either (a) is disclosed in filings by the Company Corporation available on XXXXX SEDAR+ or EXXXX or otherwise in writing to Xxxxx prior to the date Agents; or (b) involves an immaterial amount of the applicable Placement NoticeShares being issued, or (viv) the issuance or sale of Common StockShares pursuant to any dividend reinvestment and stock purchase plan that the Corporation has in effect or may adopt from time to time, provided that the implementation of such new plan is disclosed to the Agents in advance. If the Corporation notifies the Agents under this Section 8(y) of a proposed sale of Shares or securities convertible into or exercisable Share equivalents, the Agents may suspend any offers and sales of Shares under this Agreement for Common Stock, offered and sold in a privately-negotiated transaction to vendors, customers, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with period of time deemed appropriate by the offering of Placement Shares. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to Xxxxx, to file a registration statement under the Securities ActAgents.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder(as amended by the corresponding Acceptance, and for five (5if applicable) Trading Days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx the Placement Agent notice as promptly as reasonably possible a reasonable time before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares Securities offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with the (i) the issuance, grant or sale of restricted stock, Common Stock, long-term incentive plan units, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, other equity awards, or Common Stock issuable upon the exercise or vesting of options, restricted stock units options or other equity awards pursuant to any stock option, stock bonus or other stock or compensatory plan or arrangement described in the Prospectus, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assetsassets described in the Prospectus, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan or direct stock purchase plan that the Company has in effect or may adopt from time to time, provided the implementation of such new plan is disclosed to Xxxxx the Placement Agent in advance, or (iv) the issuance or sale of any shares of Common Stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or any outstanding or disclosed in filings by security of the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement Notice, or (v) the issuance or sale of Common Stock, or securities convertible into or exercisable exchangeable for Common Stock, offered and sold warrants or any rights to purchase or acquire Common Stock; provided further that such notice shall not be required if such information has been filed or furnished on XXXXX or has otherwise been publicly disclosed in a privately-negotiated transaction to vendorsadvance of such offer, customerscontract, strategic partners sale, grant or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering of Placement Shares. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to Xxxxx, to file a registration statement under the Securities Actother disposal.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five (5) Trading Days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock Ordinary Shares or ADSs (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stockany Ordinary Shares or ADSs, warrants or any rights to purchase or acquire Common Stockthe Ordinary Shares or ADSs; provided, that such notice shall not be required in connection with the (i) the issuance, grant or sale of Common Stockany Ordinary Shares or ADSs, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, other equity awards, any Ordinary Shares or Common Stock ADSs or Ordinary Shares or ADSs issuable upon the exercise or vesting of options, restricted stock units options or other equity awards pursuant to any stock share option, stock share bonus or other stock share plan or arrangement described in the Prospectus, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock any Ordinary Shares or ADSs pursuant to any dividend reinvestment plan that the Company may adopt from time to time, time provided the implementation of such plan is disclosed to Xxxxx in advance, advance (iv) the issuance or sale of any shares of Common Stock Ordinary Shares or ADSs issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement Notice, or (v) the issuance Ordinary Shares or sale of Common Stock, ADSs or securities convertible into or exercisable for Common StockOrdinary Shares or ADSs, offered and sold in a privately-privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering of Placement Shares. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, shares of Ordinary Shares or require the Company to provide notice to Xxxxx, to file a registration statement under the Securities ActADSs hereby.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five three (53) Trading Days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx JMP notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with the (i) the issuance, grant or sale of Common Stock, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, units or other equity awards, awards or Common Stock issuable upon the exercise or vesting settlement of options, restricted stock units or other equity awards pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time, time provided the implementation of such plan is disclosed to Xxxxx JMP in advance, (iv) the issuance or sale of any shares of Common Stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement Notice, or (v) the issuance or sale any shares of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately-privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering of the Placement SharesShares hereby. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to Xxxxx, ability to file a registration statement under the Securities Act.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five 5 (5five) Trading Days trading days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx Cxxxx notice as promptly as reasonably possible practicable before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with the (i) the issuance, grant or sale of Common Stock, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, Stock or other equity awards, awards or Common Stock issuable upon the exercise or vesting of options, restricted stock units options or other equity awards pursuant to any stock option, stock bonus incentive or other stock purchase plan or arrangement described in the ProspectusProspectus (and the issuance by the Company of shares of Common Stock upon the exercise or vesting thereof), (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets, assets or (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time, time provided the implementation of such plan is disclosed to Xxxxx Cxxxx in advance, (iv) the issuance or sale of any shares of Common Stock common stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement Notice, or (v) the issuance or sale of Common Stock, or securities convertible into or exercisable for Common Stock, Stock or other securities offered and sold in a privately-privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners and otherwise other investors conducted or in connection with a transaction that includes a commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) in a manner so as not to be integrated with the offering of the Placement SharesShares hereby or (vi) the issuance by the Company of shares of Common Stock upon the Company’s achievement of milestones under existing licensing and/or acquisition agreements, in each case as described in the Prospectus. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to XxxxxCxxxx, to file a registration statement under the Securities Act.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five (5) Trading Days 3 trading days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with (i) the issuance, grant or sale of Common Stock, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, other equity awards, Stock or Common Stock issuable upon the exercise or vesting of options, restricted stock units options or other equity awards pursuant to the any stock option, stock bonus or other stock plan or arrangement described in the ProspectusProspectus or pursuant to any qualifying inducement award under Nasdaq rules, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time, time provided the implementation of such plan is disclosed to Xxxxx in advance, (iv) the issuance or sale of any shares of Common Stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement Noticeoutstanding, or (v) the issuance or sale of shares of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately-privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners partners, financial institutions or other lenders in connection with debt arrangements, and otherwise conducted in a manner so as not to be integrated with the offering of Placement SharesCommon Stock hereby and not for capital raising purposes. Notwithstanding the foregoing provisionsFor avoidance of doubt, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to Xxxxx, to file a registration statement under with the Securities ActCommission.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five three (53) Trading Days trading days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx notice as promptly as reasonably possible practicable before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with the (i) the issuance, grant or sale of Common Stock, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, Stock or other equity awards, awards or Common Stock issuable upon the exercise exercise, vesting or vesting exchange of options, the vesting and settlement of restricted stock units units, or other equity awards pursuant to any stock option, stock bonus bonus, employee stock purchase, or other stock plan or arrangement described in the Prospectus, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time, time provided the implementation of such plan is disclosed to Xxxxx in advance, ; (iv) the issuance or sale of any shares of Common Stock common stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement Notice, outstanding; or (v) the issuance or sale of shares of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold Stock in a privately-negotiated transaction to vendors, connection with transactions with existing or potential customers, strategic partners partners, vendors, or potential strategic partners and otherwise investors, provided such transactions are conducted in a manner so as not to be integrated with the offering of Placement SharesShares under this Agreement. Notwithstanding anything to the foregoing provisionscontrary herein and for the avoidance of doubt, nothing herein in this Agreement shall be construed to restrict the Company’s ability, or require the Company to provide notice to Xxxxx, to file a registration statement under the Securities Act.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five three (53) Trading Days trading days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with the (i) the issuance, grant or sale of Common Stock, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, other equity awards, Stock or Common Stock issuable upon the exercise or vesting of options, restricted stock units options or other equity awards pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time, time provided the implementation of such plan is disclosed to Xxxxx in advance, advance (iv) the issuance or sale of any shares of Common Stock common stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement Notice, or (v) the issuance or sale of shares of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately-privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners partners, collaborators, joint venturers, equipment leasing providers, financial institutions or other lenders in connection with debt arrangements, or in connection with a merger, acquisition or similar activities, and otherwise conducted in a manner so as not to be integrated with the offering of Placement SharesCommon Stock hereby. Notwithstanding the foregoing provisionsFor avoidance of doubt, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to Xxxxx, to file a registration statement under with the Securities ActCommission if a placement notice is not then in effect and provided that such registration statement does not relate to an at-the-market offering program.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five 5 (5five) Trading Days trading days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx Cowen notice as promptly as reasonably possible practicable before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with (i) the issuance, grant grant, sale or sale settlement of Common Stock, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, other equity awards, Stock or Common Stock issuable upon the exercise or vesting of options, restricted stock units options or other equity awards pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus, Common Stock issued and sold under an employee stock purchase plan, or any awards issued, granted, sold, or settled in accordance with Nasdaq Listing Rule 5635(c)(4), (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time, time provided the implementation of such plan is disclosed to Xxxxx Cowen in advance, (iv) the issuance or sale of any shares of Common Stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement NoticeEXXXX, or (v) the issuance or sale of shares of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately-privately negotiated transaction to vendors, customers, investors, strategic partners, potential strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering of the Placement SharesShares hereby. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to XxxxxCowen, to file a registration statement under the Securities Act.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five (5) Trading Days following the termination of any Placement Notice given hereunder, the The Company shall provide Xxxxx Agent, the Forward Seller and the Forward Purchaser notice as promptly as reasonably possible (and, in any event, at least two (2) business days) before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this AgreementAgreement or the Alternative Distribution Agreements) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire shares of Common StockStock during a Selling Period; provided, that such notice shall not be required in connection with the (i) the issuance, grant or sale of Common Stock, options to purchase shares of Common Stock, restricted Stock or shares of Common Stock, restricted stock units, other equity awards, or Common Stock issuable upon the exercise or vesting of options, restricted stock units options or other equity awards pursuant to any stock option, stock bonus or other stock director or employee benefit plan or arrangement described in the Prospectusarrangement, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets, including any shares of Common Stock issuable upon conversion or exchange of such securities, (iii) the issuance of shares of Common Stock upon the exercise of any option or warrant or the conversion or exchange of a convertible or exchangeable security previously outstanding, including, without limitation, the issuance of shares of Common Stock in exchange for equity interests in a subsidiary or joint venture entity pursuant to a pre-existing right to effectuate such exchange, (iv) the issuance or sale of shares of Common Stock pursuant to the Company’s existing dividend reinvestment plan or any dividend reinvestment plan that the Company may adopt from time to time, provided the implementation of such plan is disclosed to Xxxxx Agent, the Forward Seller and the Forward Purchaser in advance, advance and (ivv) the offering, issuance or sale of any shares of Common Stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior pursuant to the date of the applicable Placement Notice, or (v) the issuance or sale of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately-negotiated transaction to vendors, customers, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering of Placement Shares. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to Xxxxx, to file a registration statement under the Securities ActGazit Purchase Agreement.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five two (52) Trading Days trading days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx Cowen notice as promptly as reasonably possible practicable before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with (i) the offer, issuance, grant or sale of Common Stock (including restricted Common Stock), options to purchase shares of Common Stock, restricted shares of Stock or Common Stock, restricted stock units, other equity awards, or Common Stock issuable upon the exercise or vesting of options, restricted stock units or other equity awards issuable upon the exercise of options or other equity awards pursuant to any equity incentive, stock option, stock bonus bonus, employee stock purchase, or other compensatory or stock plan or arrangement described in the Prospectus, (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt adopt, in its sole discretion, from time to time, time provided the implementation of such plan is disclosed to Xxxxx Cowen in advance, (iv) the issuance or sale of any shares of Common Stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement Noticeoutstanding, or (v) the issuance or sale of any shares of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately-privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners partners, licensors, and otherwise conducted in a manner so as not to be integrated with the offering of the Placement SharesShares contemplated hereby; provided, however, that the aggregate number of Common Stock, or securities convertible into or exercisable or exchangeable for Common Stock, that the Company may issue or agree to issue pursuant to this clause (v) shall not exceed 10.0% of the total outstanding Common Stock immediately following such issuance. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s abilityability to file, or require the Company to provide notice to XxxxxCowen of the filing of, to file a registration statement under the Securities Act.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five three (53) Trading Days trading days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx Wedbush notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required apply in connection with the (i) the offer, issuance, grant or sale of Common Stock, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, stock awards or other equity awards, awards or Common Stock issuable upon the exercise or vesting of options, restricted stock units options or other equity awards pursuant to any stock option, stock bonus or other stock equity incentive plan or arrangement described in the Prospectus, (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time, time provided the implementation of such plan is disclosed to Xxxxx Wedbush in advance, advance or (iv) the issuance of any shares of Common Stock, or sale securities convertible into or exercisable for Common Stock, offered and sold in a privately negotiated transaction to vendors, customers or strategic partners, and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares, or (v) the issuance of any shares of Common Stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement Notice, or (v) the issuance or sale of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately-negotiated transaction to vendors, customers, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering of Placement Sharesoutstanding. Notwithstanding the foregoing provisions, subject to the Company’s compliance with the notice provisions set forth in this Section 7(i), nothing herein shall be construed to restrict the Company’s abilityCompany from entering into and/or consummating a committed underwritten equity offering or other similar offering of its registered securities, or otherwise prohibit the issuance of its equity securities in a private placement transaction, or require that the Company to provide notice to Xxxxxof, or obtain prior written consent, to file a registration statement under do any of the Securities Actforegoing.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five (5) 3 Trading Days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx the Agents notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with (i) the issuance, grant or sale of Common Stock, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, Stock or any other equity awards, or Common Stock issuable upon the exercise or vesting of options, restricted stock units options or other equity awards or upon the settlement of restricted stock units pursuant to any stock option, stock bonus bonus, employee stock purchase or other stock plan or arrangement described in the Prospectus, (ii) the issuance issuance, grant or sale of Common Stock, or securities convertible into or exercisable for Common Stock, in connection with an acquisitionany joint venture, merger commercial, strategic or sale collaborative relationship, or purchase the acquisition or license by the Company of assetsthe securities, businesses, property or other assets of another person or entity, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time, time provided the implementation of such plan is disclosed to Xxxxx the Agents in advance, advance or (iv) the issuance or sale of any shares of Common Stock issuable upon the exchange, conversion or redemption of securities or the exercise or vesting of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement Notice, or (v) the issuance or sale of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately-negotiated transaction to vendors, customers, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering of Placement Sharesoutstanding. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to Xxxxx, 's ability to file a registration statement or a prospectus supplement under the Securities Act.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five two (52) Trading Days trading days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with the (i) the issuance, grant or sale of Common Stock, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, other equity awards, Stock or Common Stock issuable upon the exercise or vesting of options, restricted stock units options or other equity awards pursuant to any stock option, stock bonus or other stock plan or arrangement described in the ProspectusProspectus or as may hereafter be implemented, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time, time provided the implementation of such plan is disclosed to Xxxxx in advance, (ivadvance,(iv) the issuance or sale of any shares of Common Stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement Noticeoutstanding, or (v) the issuance or sale any shares of Common Stock, or securities convertible into or exercisable for Common Stockcommon stock, offered and sold in a privately-privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering of Placement Sharescommon stock hereby. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to Xxxxx, ability to file a registration statement under the Securities Act.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five 5 (5five) Trading Days trading days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx notice as promptly as reasonably possible practicable before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with the (i) the issuance, grant or sale of Common Stock, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, other equity awards, Stock or Common Stock issuable upon the exercise or vesting of options, restricted stock units options or other equity awards pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets, assets or (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time, time provided the implementation of such plan is disclosed to Xxxxx in advance, (iv) the issuance or sale of any shares of Common Stock common stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement Notice, or (v) the issuance or sale of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately-privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners and otherwise other investors conducted in a manner so as not to be integrated with the offering of the Placement SharesShares hereby. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to Xxxxx, to file a registration statement under the Securities Act.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five (5) Trading Days 5 trading days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx notice as promptly as reasonably possible practicable before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with the (i) the offer, issuance, grant or sale of Common Stock (including restricted Common Stock), options to purchase shares of Common Stock, restricted shares of Stock or Common Stock, restricted stock units, units or other equity awards, or Common Stock awards issuable upon the exercise or vesting of options, restricted stock units options or other equity awards pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus, (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase or license of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time, time provided the implementation of such plan is disclosed to Xxxxx in advance, advance or (iv) any shares of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering of Placement Shares hereby or (v) the issuance or sale of any shares of Common Stock common stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement Notice, or (v) the issuance or sale of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately-negotiated transaction to vendors, customers, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering of Placement Shares. Notwithstanding the foregoing provisions, subject to the Company’s compliance with the notice provisions set forth in this Section 7(i), nothing herein shall be construed to restrict the Company’s abilityCompany from entering into and/or consummating a committed underwritten equity offering or other similar offering of its registered securities, or require otherwise prohibit the Company to provide notice to Xxxxxissuance of its equity securities in a private placement transaction, or obtain prior written consent, to file a registration statement under do any of the Securities Actforegoing.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five (5) Trading Days 5 trading days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock ADSs or Ordinary Shares (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common StockADSs, Ordinary Shares, warrants or any rights to purchase or acquire Common StockADSs or Ordinary Shares; provided, that such notice shall not be required in connection with the (i) the issuance, grant or sale of Common StockADSs or Ordinary Shares, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, other equity awards, Ordinary Shares or Common Stock ADSs or ADSs or Ordinary Shares issuable upon the exercise or vesting of options, restricted stock units options or other equity awards pursuant to any stock share option, stock share bonus or other stock share plan or arrangement described in the Prospectus, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock Ordinary Shares or ADSs pursuant to any written trading plan or arrangement established under SEC Rule 10b5-1, (iv) the issuance or sale of ADSs or Ordinary Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, time provided the implementation of such plan is disclosed to Xxxxx in advance, advance or (ivv) the issuance any ADSs or sale of any shares of Common Stock Ordinary Shares issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement Notice, or (v) the issuance or sale of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately-negotiated transaction to vendors, customers, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering of Placement Sharesoutstanding. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to Xxxxx, to file a registration statement under the Securities Act.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five (5) Trading Days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with (i) the issuance, grant or sale of Common Stock, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, other equity awards, or Common Stock issuable upon the exercise or vesting of options, restricted stock units or other equity awards pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectusfor bona fide compensatory purposes, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time, time provided the implementation of such plan is disclosed to Xxxxx in advance, (iv) the issuance or sale of any shares of Common Stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX IDEA or otherwise in writing to Xxxxx prior to the date of the applicable Placement Notice, or (v) the issuance or sale of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately-negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering of Placement SharesCommon Stock hereby. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to Xxxxx, to file a registration statement under the Securities Act.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five three (53) Trading Days trading days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx Cowen notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required apply in connection with the (i) the offer, issuance, grant or sale of Common Stock, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, stock awards or other equity awards, awards or Common Stock issuable upon the exercise or vesting of options, restricted stock units options or other equity awards pursuant to any stock option, stock bonus or other stock equity incentive plan or arrangement described in the Prospectus, (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time, time provided the implementation of such plan is disclosed to Xxxxx Cowen in advance, advance or (iv) the issuance of any shares of Common Stock, or sale securities convertible into or exercisable for Common Stock, offered and sold in a privately negotiated transaction to vendors, customers or strategic partners, and otherwise conducted in a manner so as not to be integrated with the offering of the Placement Shares, or (v) the issuance of any shares of Common Stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement Notice, or (v) the issuance or sale of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately-negotiated transaction to vendors, customers, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering of Placement Sharesoutstanding. Notwithstanding the foregoing provisions, subject to the Company’s compliance with the notice provisions set forth in this Section 7(i), nothing herein shall be construed to restrict the Company’s abilityCompany from entering into and/or consummating a committed underwritten equity offering or other similar offering of its registered securities, or otherwise prohibit the issuance of its equity securities in a private placement transaction, or require that the Company to provide notice to Xxxxxof, or obtain prior written consent, to file a registration statement under do any of the Securities Actforegoing.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five (5) Trading Days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with the (i) the issuance, grant or sale of Common Stock, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, units or other equity awards, or Common Stock issuable upon the exercise or vesting settlement of options, restricted stock units or other equity awards pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time, time provided the implementation of such plan is disclosed to Xxxxx in advance, (iv) the issuance or sale of any shares of Common Stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement Noticeoutstanding, or (v) the issuance or sale any shares of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately-privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering of Placement SharesShares hereby. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to Xxxxx, ability to file a registration statement under the Securities Act.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five (5) Trading Days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx notice as promptly as reasonably possible practicable before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement or any Terms Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with the (i) the issuance, grant or sale of Common Stock, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, other equity awards, Stock or Common Stock issuable upon the exercise or vesting of options, restricted stock units options or other equity awards pursuant to any stock option, stock bonus incentive or other stock purchase plan or arrangement described whether now in effect or hereafter implemented (and the Prospectusissuance by the Company of shares of Common Stock upon the exercise or vesting thereof), (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time, time provided the implementation of such plan is disclosed to Xxxxx in advance, (iv) the issuance or sale of any shares of Common Stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement Notice, XXXXX; or (v) the issuance or sale of shares of Common Stock, Stock or securities convertible into or exercisable for shares of Common Stock, Stock offered and sold in a privately-negotiated transaction to collaborators, licensors, vendors, customers, joint venture partners, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering of Placement SharesShares contemplated hereby. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s abilityability to file, or require the Company to provide notice to XxxxxXxxxx of the filing of, to file a registration statement under the Securities Act.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder(as amended by the corresponding Acceptance, and for five (5if applicable) Trading Days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx the Placement Agent notice as promptly as reasonably possible a reasonable time before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares Securities offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with the (i) the issuance, grant or sale of restricted stock, Common Stock, long-term incentive plan units, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, other equity awards, or Common Stock issuable upon the exercise or vesting of options, restricted stock units options or other equity awards pursuant to any stock option, stock bonus or other stock or compensatory plan or arrangement described in the Prospectus, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assetsassets described in the Prospectus, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan or direct stock purchase plan that the Company has in effect or may adopt from time to time, provided the implementation of such new plan is disclosed to Xxxxx the Placement Agent in advance, or (iv) the issuance or sale of any shares of Common Stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or any outstanding or disclosed in filings by security of the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement Notice, or (v) the issuance or sale of Common Stock, or securities convertible into or exercisable exchangeable for Common Stock, offered and sold warrants or any rights to purchase or acquire Common Stock; provided further that such notice shall not be required if such information has been filed or furnished on EXXXX or has otherwise been publicly disclosed in a privately-negotiated transaction to vendorsadvance of such offer, customerscontract, strategic partners sale, grant or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering of Placement Shares. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to Xxxxx, to file a registration statement under the Securities Actother disposal.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five (5) Trading Days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx SVB Leerink notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock Ordinary Shares (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common StockOrdinary Shares, warrants or any rights to purchase or acquire Common StockOrdinary Shares; provided, that such notice shall not be required in connection with the (i) the issuance, grant or sale of Common StockOrdinary Shares, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, other equity awards, Ordinary Shares or Common Stock Ordinary Shares issuable upon the exercise or vesting of options, restricted stock units options or other equity awards pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock Ordinary Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, time provided the implementation of such plan is disclosed to Xxxxx SVB Leerink in advance, (iv) the issuance or sale of any shares of Common Stock Ordinary Shares issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement Noticeoutstanding, or (v) the issuance or sale of Common Stockany Ordinary Shares, or securities convertible into or exercisable for Common StockOrdinary Shares, offered and sold in a privately-privately negotiated transaction occurring after the date of this Agreement to vendors, customers, investors, strategic partners or potential strategic partners other than for capital raising purposes and otherwise conducted in a manner so as not to be integrated with the offering of Placement Shares. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to Xxxxx, to file a registration statement under the Securities ActOrdinary Shares hereby.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five (5) Trading Days trading days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx Cxxxx notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with (i) the issuance, grant or sale of Common Stock, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, other equity awards, Stock or Common Stock issuable upon the exercise or vesting of options, restricted stock units options or other equity awards pursuant to the any equity incentive plan, stock option, stock bonus bonus, employee stock purchase, or other stock plan or arrangement described in the Prospectus, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time, time provided the implementation of such plan is disclosed to Xxxxx Cxxxx in advance, (iv) the issuance or sale of any shares of Common Stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement Noticeoutstanding, or (v) the issuance or sale of any shares of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately-privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners partners, licensors, and otherwise conducted in a manner so as not to be integrated with the offering of the Placement SharesShares contemplated hereby. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s abilityability to file, or require the Company to provide notice to XxxxxCxxxx of the filing of, to file a registration statement under the Securities Act.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five (5) Trading Days one trading day following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx notice as promptly as reasonably possible practicable before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with the (i) the offer, issuance, grant or sale of Common Stock (including restricted Common Stock), options to purchase shares of Common Stock, restricted shares of Stock or Common Stock, restricted stock units, units or other equity awards, or Common Stock awards issuable upon the exercise or vesting of options, restricted stock units options or other equity awards pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus, (ii) the offer or issuance of securities in connection with an acquisition, merger or sale or purchase or license of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time, time provided the implementation of such plan is disclosed to Xxxxx in advance, (iv) any shares of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners, and otherwise conducted in a manner so as not to be integrated with the offering of Placement Shares contemplated hereunder or (v) the issuance or sale of any shares of Common Stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement Notice, or (v) the issuance or sale of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately-negotiated transaction to vendors, customers, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering of Placement Shares. Notwithstanding the foregoing provisions, subject to the Company’s compliance with the notice provisions set forth in this Section 7(i), nothing herein shall be construed to restrict the Company’s abilityCompany from entering into and/or consummating a committed underwritten equity offering or other similar offering of its registered securities, or require otherwise prohibit the Company to provide notice to Xxxxxissuance of its equity securities in a private placement transaction, or obtain prior written consent, to file a registration statement under do any of the Securities Actforegoing.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five (5) Trading Days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, however, that such notice shall not be required in connection with the (i) the issuance, grant or sale of Common Stock, restricted stock units or other equity-based awards, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, other equity awards, Stock or Common Stock issuable upon the exercise or vesting of options, restricted stock units options or other equity awards pursuant to the any stock option, stock bonus or other stock plan or arrangement described in the ProspectusProspectus or pursuant to any qualifying inducement award under applicable Nasdaq rules, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time, time provided the implementation of such plan is disclosed to Xxxxx in advance, (iv) the issuance or sale of any shares of Common Stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date delivery of the applicable such Placement Notice, Notice or (v) the issuance or sale of Common Stock, Stock or securities convertible into or exercisable exchangeable for shares of Common StockStock issued or issuable (A) in connection with strategic transactions, offered and sold including (1) joint ventures, manufacturing, marketing, OEM, sponsored research, collaboration or distribution arrangements or (2) technology transfer or development arrangements and/or (B) to suppliers or third party service providers in a privately-negotiated transaction to vendors, customers, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated connection with the offering provision of Placement Shares. Notwithstanding the foregoing provisionsgoods or services, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to Xxxxx, to file a registration statement under the Securities Actin each case of this clause (v) which are not issued primarily for capital raising purposes.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five three (53) Trading Days trading days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with (i) the issuance, grant or sale of Common Stock, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, other equity awards, Stock or Common Stock issuable upon the exercise or vesting of options, restricted stock units options or other equity awards pursuant to the any stock option, stock bonus bonus, employee stock purchase or other stock plan or arrangement described in the ProspectusProspectus or pursuant to any qualifying inducement award under NASDAQ rules, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets, assets or (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time, time provided the implementation of such plan is disclosed to Xxxxx in advance, (iv) the issuance or sale of any shares of Common Stock common stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement Noticeoutstanding, or (v) the issuance or sale of shares of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately-privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners partners, financial institutions or other lenders in connection with debt arrangements, and otherwise conducted in a manner so as not to be integrated with the offering of Placement SharesCommon Stock hereby and not for capital raising purposes. Notwithstanding the foregoing provisionsFor avoidance of doubt, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to Xxxxx, to file a registration statement under the Securities Act.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder(as amended by the corresponding Acceptance, and for five (5if applicable) Trading Days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx the Sales Agents, the Forward Sellers and the Forward Purchasers notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock Shares (other than Placement Shares Securities offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common StockShares, warrants or any rights to purchase or acquire Common StockShares; provided, that such notice shall not be required in connection with (i) the issuance, grant or sale of Common StockShares, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, other equity awards, Shares or Common Stock Shares issuable upon the exercise or vesting of options, restricted stock units options or other equity awards pursuant to any stock option, stock bonus or other stock or compensatory plan or arrangement arrangement, or any similar plan or arrangement, described in the Prospectus, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assetsassets described in the Prospectus, or (iii) the issuance or sale of Common Stock Shares pursuant to any dividend reinvestment and/or share purchase plan that currently in effect or established subsequent to the Company may adopt from time date hereof and disclosed in a report filed pursuant to time, provided the implementation Exchange Act (excluding Current Reports of Form 8-K responsive to Item 2.02 or Item 7.01 of such plan is disclosed to Xxxxx in advanceform), (iv) the issuance or sale upon conversion of any shares of Common Stock issuable upon the exchange, conversion Company’s Preferred Shares outstanding as of the date hereof or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior Preferred Shares issued subsequent to the date hereof and disclosed in a report filed pursuant to the Exchange Act (excluding Current Reports of the applicable Placement NoticeForm 8-K responsive to Item 2.02 or Item 7.01 of such form), (v) a non-material acquisition, merger or purchase of assets or (vvi) the issuance or sale pursuant to the exercise of contractual rights described in the Prospectus by the current holders of partnership or other interests in certain “DownREIT” and other subsidiaries which may result in the issuance of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately-negotiated transaction to vendors, customers, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering Shares of Placement Shares. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to Xxxxx, to file a registration statement under the Securities Act.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five three (53) Trading Days trading days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement or any Terms Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with (i) the issuance, grant or sale of Common Stock, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, other equity awards, units or Common Stock issuable upon the exercise of options or the vesting and settlement of options, restricted stock units or other equity awards pursuant to any stock option, stock bonus bonus, employee stock purchase plan or other stock plan or arrangement described in the ProspectusProspectus or pursuant to any qualifying inducement award under Nasdaq rules, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time, time provided the implementation of such plan is disclosed to Xxxxx in advance, (iv) the issuance or sale of any shares of Common Stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement Notice, or (v) the issuance or sale of shares of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately-privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners partners, financial institutions or other lenders in connection with debt arrangements, and otherwise conducted in a manner so as not to be integrated with the offering of Placement SharesCommon Stock hereby. Notwithstanding the foregoing provisionsFor avoidance of doubt, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to Xxxxx, to file a registration statement under with the Securities ActCommission.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five three (53) Trading Days trading days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with the (i) the issuance, grant or sale of Common Stock, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, units or other equity awards, or Common Stock issuable upon the exercise or vesting of options, restricted stock units options or other equity awards awards, pursuant to the any stock option, stock bonus bonus, employee stock purchase plan or other stock plan or arrangement described in the Prospectus, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time, time provided the implementation of such plan is disclosed to Xxxxx in advance, (iv) the issuance or sale of any shares of Common Stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement Notice, or (v) the issuance or sale of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately-privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering of Placement SharesCommon Stock hereby. Notwithstanding the foregoing provisions, nothing herein shall be construed constructed to restrict the Company’s ability, or require the Company to provide notice to Xxxxx, to file a registration statement under the Securities Act.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five (5) Trading Days 5 trading days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx Cxxxx notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement or any Terms Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with the (i) the issuance, grant or sale of Common Stock, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, other equity awards, Stock or Common Stock issuable upon the exercise or vesting of options, restricted stock units options or other equity awards pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets, ; (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time, time provided the implementation of such plan is disclosed to Xxxxx Cxxxx in advance, ; (iv) the issuance or sale of securities in satisfaction of contractual payment obligations described in the Prospectus, including the issuance of Common Stock in payment of indebtedness of the Company in accordance with the terms thereof; (v) the issuance of any shares of Common Stock common stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed described in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement Notice, Prospectus; or (vvi) the issuance or sale of Common Stockany shares of common stock, or securities convertible into or exercisable for Common Stockcommon stock, offered and sold in a privately-privately negotiated transaction to licensors, vendors, customers, investors, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering of Placement SharesShares contemplated hereby. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s abilityability to file, or require the Company to provide notice to XxxxxCxxxx of the filing of, to file a registration statement under the Securities Act.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five (5) 5 Trading Days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock Ordinary Shares or ADSs (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common StockOrdinary Shares or ADSs, warrants or any rights to purchase or acquire Common StockOrdinary Shares or ADSs; provided, that such notice shall not be required in connection with the (i) the issuance, grant or sale of Common StockOrdinary Shares or ADSs, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, other equity awards, Ordinary Shares or Common Stock ADSs or Ordinary Shares or ADSs issuable upon the exercise or vesting of options, restricted stock units options or other equity awards pursuant to any stock share option, stock share bonus or other stock share plan or arrangement described in the Prospectus, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets, assets or (iii) the issuance or sale of Common Stock Ordinary Shares or ADSs pursuant to any dividend reinvestment plan that the Company may adopt from time to time, time provided the implementation of such plan is disclosed to Xxxxx in advance, advance or (iv) the issuance any Ordinary Shares or sale of any shares of Common Stock ADSs issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement Notice, or (v) the issuance or sale of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately-negotiated transaction to vendors, customers, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering of Placement Sharesoutstanding. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to Xxxxx, to file a registration statement under the Securities Act.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five three (53) Trading Days trading days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx SVB Leerink notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with (i) the issuance, grant or sale of Common Stock, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, other equity awards, units or Common Stock issuable upon the exercise of options or vesting the settlement of options, restricted stock units or other equity awards pursuant to the any stock option, stock bonus bonus, employee stock purchase or other stock plan or arrangement described in the ProspectusProspectus or pursuant to any qualifying inducement award under Nasdaq rules, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time, time provided the implementation of such plan is disclosed to Xxxxx SVB Leerink in advance, (iv) the issuance or sale of any shares of Common Stock common stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement Noticeoutstanding, or (v) the issuance or sale of shares of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately-privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering of Placement SharesCommon Stock hereby and not for capital raising purposes. Notwithstanding the foregoing provisionsFor avoidance of doubt, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to XxxxxSVB Leerink, to file a registration statement under the Securities Act.

Notice of Other Sales. During the pendency of any Placement Notice given hereunderhereunder (for clarity, a Placement Notice shall be considered pending until the earlier to occur of (A) the final Settlement Date with respect to Placement Shares covered by such Placement Notice and for five (5B) Trading Days following the suspension of termination of any the Placement Notice, provided that if such suspension or termination occurs after the sale of Placement Shares sold under the Placement Notice given hereunderbut prior to the Settlement Date therefor, then on the Settlement Date for such Placement Shares), the Company shall provide Xxxxx notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with the (i) the issuance, grant or sale of Common Stock, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, other equity awards, Stock or Common Stock issuable upon the exercise or vesting of options, restricted stock units options or other equity awards pursuant to the any stock option, stock bonus or other stock plan or arrangement described in the Prospectus, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets, assets or (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time, time provided the implementation of such plan is disclosed to Xxxxx in advance, (iv) the issuance or sale of any shares of Common Stock common stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement Noticeoutstanding, or (v) the issuance or sale shares of Common Stock, Stock or securities convertible into or exercisable for shares of Common Stock, offered and sold in a privately-privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering of Placement Shares. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to Xxxxx, to file a registration statement under the Securities Actshares of Common Stock hereby.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five (5) Trading Days three trading days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx Cowen notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock Ordinary Shares (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common StockOrdinary Shares, warrants or any rights to purchase or acquire Common StockOrdinary Shares; provided, provided that such notice shall not be required in connection with the (i) the issuance, grant or sale of Common StockOrdinary Shares, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, other equity awards, Ordinary Shares or Common Stock Ordinary Shares issuable upon the exercise or vesting of options, restricted stock units options or other equity awards pursuant to any stock option, stock bonus or other stock plan or arrangement described disclosed in the Prospectus, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock Ordinary Shares pursuant to any dividend reinvestment plan that the Company may adopt from time to time, time provided the implementation of such plan is disclosed to Xxxxx Cowen in advance, (iv) the issuance or sale of any shares of Common Stock Ordinary Shares issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement Noticeoutstanding, or (v) the issuance or sale of Common Stockany Ordinary Shares, or securities convertible into or exercisable for Common StockOrdinary Shares, offered and sold in a privately-privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering of Placement SharesShares hereby, or (vi) the creation of treasury shares. Notwithstanding the foregoing provisions, subject to the Company’s compliance with the notice provisions set forth in this ‎Section 7(i), nothing herein shall be construed to restrict the Company’s abilityCompany from entering into and/or consummating a committed underwritten equity offering or other similar offering of its registered securities, or otherwise prohibit the issuance of its equity securities in a private placement transaction, or require that the Company obtain prior written consent to provide notice to Xxxxx, to file a registration statement under do any of the Securities Actforegoing.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five (5) Trading Days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx the Sales Agent notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock Ordinary Shares (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common StockOrdinary Shares, warrants or any rights to purchase or acquire Common StockOrdinary Shares; provided, that such notice shall not be required in connection with the (i) the issuance, grant or sale of Common StockOrdinary Shares, options or other rights to purchase shares or otherwise acquire Ordinary Shares, or Ordinary Shares issuable upon the exercise of Common Stock, restricted shares of Common Stock, restricted stock units, options or other equity awards, or Common Stock issuable upon the exercise or vesting of options, restricted stock units or other equity awards in each case granted pursuant to any stock option, stock bonus or other stock or compensatory plan or arrangement described arrangement, whether now in the Prospectuseffect or hereafter implemented, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assetsassets which is described at the time of issuance in the Registration Statement and the Prospectus, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time, provided the implementation of such plan is disclosed to Xxxxx in advance, (iv) the issuance or sale of any shares of Common Stock issuable Ordinary Shares upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights then in effect or outstanding or outstanding, and disclosed in filings by the Company available on XXXXX EXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement NoticeSales Agent, or and (viv) the issuance or sale of Common Stock, or securities convertible into or exercisable for Common Stock, offered Ordinary Shares pursuant to any dividend reinvestment and sold in a privately-negotiated transaction to vendors, customers, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering of Placement Shares. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require stock purchase plan that the Company has in effect or may adopt from time to provide notice time, provided that the implementation of such new plan is disclosed to Xxxxxthe Sales Agent in advance. If the Company notifies the Sales Agent under this Section 7(i) of a proposed sale of Ordinary Shares or Ordinary Shares equivalents, to file the Sales Agent may suspend any offers and sales of Securities under this Agreement for a registration statement under period of time deemed appropriate by the Securities ActSales Agent.

Notice of Other Sales. During the pendency of any Placement Notice given hereunder, and for five three (53) Trading Days following the termination of any Placement Notice given hereunder, the Company shall provide Xxxxx notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with the (i) the issuance, grant or sale of Common Stock, options to purchase shares of Common Stock, restricted shares of Common Stock, restricted stock units, units or other equity awards, awards or Common Stock issuable upon the exercise or vesting settlement of options, restricted stock units or other equity awards pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus, (ii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii) the issuance or sale of Common Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time, time provided the implementation of such plan is disclosed to Xxxxx in advance, (iv) the issuance or sale of any shares of Common Stock issuable upon the exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or disclosed in filings by the Company available on XXXXX or otherwise in writing to Xxxxx prior to the date of the applicable Placement Notice, or (v) the issuance or sale any shares of Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a privately-privately negotiated transaction to vendors, customers, investors, strategic partners or potential strategic partners and otherwise conducted in a manner so as not to be integrated with the offering of the Placement SharesShares hereby. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the Company’s ability, or require the Company to provide notice to Xxxxx, ability to file a registration statement under the Securities Act.