Common use of Restrictions on Sales Clause in Contracts

Restrictions on Sales. (a) The Company agrees not to effect any public sale or distribution of any Shares (except (i) pursuant to registrations on Form S-4 or S-8 or any successor thereto or (ii) for those securities being sold by the Company pursuant to a registration statement in which the Holders of Registrable Securities are participating) during the period beginning on the effective date of any registration statement in which the Holders of Registrable Securities are participating and ending on the earlier of (x) the date on which all Registrable Securities registered on such registration statement are sold or (y) one hundred eighty (180) days after the effective date of such registration statement. (b) Each Holder agrees that, if requested by the underwriters for an offering of equity securities by the Company, such Holder shall not sell, transfer, pledge, make any short sale of, grant any option for the purchase of or enter into any hedging or similar transaction with the same economic effect as a sale of any Registrable Securities held by such Holder (other than those included in the offering pursuant to the terms hereof) for a period specified by such underwriters not to exceed one hundred eighty (180) days (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in Financial Industry Regulatory Authority (“FINRA”) Rule 2711(f)(4) or New York Stock Exchange Rule 472(f)(4), or any successor provisions or amendments thereto) following the effective date of the registration statement relating to such offering (or, in the case of an offering pursuant to an effective shelf registration statement pursuant to Rule 415 of the Act, the pricing date for such underwritten offering); provided, however, that all officers and directors of the Company and holders of at least five percent (5%) of the Company’s voting securities enter into similar agreements. The Company may impose stop-transfer instructions with respect to any Registrable Securities subject to the foregoing restriction until the end of the period referenced above. The underwriters of the Company’s equity securities are intended third-party beneficiaries of this Section 2.5(b) and shall have the right, power and authority to enforce the provisions hereof as though they were parties hereto.

Restrictions on Sales. (a) The ‌ 4.1 Each Significant Shareholder undertakes and agrees with WHI and the Company agrees that, save as provided in clauses 4.2 and 4.3, it will: 4.1.1 retain its entire interest and not dispose or agree to effect any public sale or distribution dispose of any interest in its Consideration Shares (except (i) pursuant to registrations on Form S-4 or S-8 or any successor thereto or (ii) for those securities being sold by the Company pursuant to a registration statement in which the Holders of Registrable Securities are participating) during the period beginning on of 12 months from the effective date of any registration statement in which the Holders of Registrable Securities are participating Admission; and 4.1.2 retain its entire interest and ending on the earlier of (x) the date on which all Registrable Securities registered on such registration statement are sold will not dispose or (y) one hundred eighty (180) days after the effective date of such registration statement. (b) Each Holder agrees that, if requested by the underwriters for an offering of equity securities by the Company, such Holder shall not sell, transfer, pledge, make any short sale of, grant any option for the purchase of or enter into any hedging or similar transaction with the same economic effect as a sale agree to dispose of any Registrable Securities held by such Holder (other than those included interest in its Consideration Shares during the offering pursuant to the terms hereof) for a period specified by such underwriters not to exceed one hundred eighty (180) days (or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in Financial Industry Regulatory Authority (“FINRA”) Rule 2711(f)(4) or New York Stock Exchange Rule 472(f)(4), or any successor provisions or amendments thereto) following the effective date of the registration statement relating to such offering (or, in the case of an offering pursuant to an effective shelf registration statement pursuant to Rule 415 of the Act, the pricing date for such underwritten offering); provided, however, that all officers and directors of the Company and holders of at least five percent (5%) of the Company’s voting securities enter into similar agreements. The Company may impose stop-transfer instructions with respect to any Registrable Securities subject to the foregoing restriction until 12 months from the end of the period referenced above. referred to in clause 4.1.1 (such period being the Orderly Market Period), except with the prior written consent of WHI or its successors (whose consent will not be unreasonably withheld, delayed or conditioned, provided such Disposal is in accordance with orderly market principles) and then during the Orderly Market Period only through WHI in its capacity as broker to the Company or its successors in the same capacity in accordance with the AIM Rules (provided that the terms of any such broker acting on such a Disposal shall include a commission no greater than, and a share price not materially less than, those notified to the broker as being offered by other brokers in the City of London). 4.2 The underwriters restrictions contained in clause 4.1 shall not apply to the following: 4.2.1 a Disposal pursuant to an intervening court order; 4.2.2 any Disposal pursuant to acceptance of a general, partial or tender offer made by an offeror (the Offeror) to all shareholders of the Company’s equity securities are intended third-party beneficiaries Company for the whole or a part of this Section 2.5(b) and shall have the rightissued share capital of the Company (other than any shares already held by the Offeror or persons acting in concert with the Offeror); 4.2.3 the execution of an irrevocable commitment to accept a general, power and authority partial or tender offer made to enforce all shareholders of the provisions hereof as though they were parties hereto.Company for the whole or a part of the issued capital of the Company (other than any shares already held by the Offeror or persons acting in concert with the Offeror); 4.2.4 a Disposal to an offeror or proposed offeror who has been named in an announcement made pursuant to the Code;

Restrictions on Sales. (a) The Each Holder of Registrable Securities that are covered by a registration statement filed pursuant to Section 2.1, 2.2 or 2.3 agrees, if required by law, regulation or stock exchange rules or if requested by the managing underwriters in an underwritten offering and to the extent timely notified in writing by the Company agrees or the managing underwriters, not to effect any public sale or distribution of any Shares securities of the Company of the same class as the securities included in such registration statement, including a sale pursuant to Rule 144 under the Securities Act (except as part of such underwritten registration), during the period commencing ten (10) days prior to the closing date of each underwritten offering made pursuant to such registration statement and ending on the earlier of (i) pursuant to registrations on Form S-4 or S-8 or any successor thereto or the termination of such offering and (ii) for those ninety (90) days after such closing in the case of any other offering, or, in each case, such shorter period offered to any other shareholder of the Company. (b) The Company agrees (i) without the written consent of the managing underwriters, not to effect any public or private sale or distribution of any securities being sold by of the Company pursuant to of the same class as the securities included in a registration statement in which the Holders of Registrable Securities are participating) filed pursuant to Section 2.1 during the period beginning on commencing ten (10) days prior to the effective closing date of any each underwritten offering made pursuant to such registration statement in which the Holders of Registrable Securities are participating and ending on the earlier of (x) the date on which all Registrable Securities registered on termination of such registration statement are sold or offering and (y) one hundred eighty ninety (18090) days after such closing, to the effective date of such registration statement. (b) Each Holder agrees that, if requested extent timely notified in writing by the Investors or the managing underwriters for an offering and (ii) to use its best efforts to cause each holder of equity privately placed securities by purchased from the Company, such Holder shall not sell, transfer, pledge, make any short sale of, grant any option for the purchase of or enter into any hedging or similar transaction with the same economic effect as a sale of any Registrable Securities held by such Holder Company (other than those included in the offering pursuant Investors) at any time on or after the date of this Agreement to the terms hereof) for a period specified by such underwriters agree not to exceed one hundred eighty (180) days (effect any public sale or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports and (2) analyst recommendations and opinionsany such securities during such period, including, but not limited to, the restrictions contained in Financial Industry Regulatory Authority (“FINRA”) Rule 2711(f)(4) or New York Stock Exchange Rule 472(f)(4), or any successor provisions or amendments thereto) following the effective date of the registration statement relating to such offering (or, in the case of an offering pursuant to an effective shelf registration statement including a sale pursuant to Rule 415 144 under the Securities Act (except as part of the Act, the pricing date for such underwritten offering, if permitted); provided, however, that all officers and directors of the Company and holders of at least five percent (5%) of the Company’s voting securities enter into similar agreements. The Company may impose stop-transfer instructions with respect to any Registrable Securities subject to the foregoing restriction until the end of the period referenced above. The underwriters of the Company’s equity securities are intended third-party beneficiaries of this Section 2.5(b) and shall have the right, power and authority to enforce the provisions hereof as though they were parties hereto.