PLAN OF DISTRIBUTION
We are registering ordinary shares previously issued to permitmay sell the resale of these ordinary shares by the holders of the ordinary sharessecurities from time to time after the datepursuant to underwritten public offerings, negotiated transactions, block trades or a combination of this prospectus. We will not receive any of the proceeds from the sale by the selling shareholder. We will bear all fees and expenses incident to our obligation to register the ordinary shares, except that, if the ordinary shares are soldthese methods or through underwriters or broker-dealers, the selling shareholder willdealers, through agents and/or directly to one or more purchasers. The securities may be responsible for underwriting discounts or commissions or agent’s commissions.
The selling shareholder may sell all or a portion of the ordinary shares beneficially owned by it and offered herebydistributed from time to time directly or through one or more underwriters, broker-dealers or agents. The ordinary shares may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions,transactions:
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on any national securities exchangeat a fixed price or quotation service onprices, which the securities may be listed or quotedchanged;
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at market prices prevailing at the time of sale;
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in the over-the-counter market;at prices related to such prevailing market prices;
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at negotiated prices; or
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in transactions otherwise than on these exchangesprivately negotiated transactions.
Each time that we sell securities covered by this prospectus, we will provide a prospectus supplement or systems orsupplements that will describe the method of distribution and set forth the terms and conditions of the offering of such securities, including the offering price of the securities and the proceeds to us, if applicable.
Offers to purchase the securities being offered by this prospectus may be solicited directly. Agents may also be designated to solicit offers to purchase the securities from time to time. Any agent involved in the over-the-counter market;offer or sale of our securities will be identified in a prospectus supplement.
If a dealer is utilized in the sale of the securities being offered by this prospectus, the securities will be sold to the dealer, as principal. The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale.
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throughIf an underwriter is utilized in the writingsale of options, whether such options are listed onthe securities being offered by this prospectus, an options exchangeunderwriting agreement will be executed with the underwriter at the time of sale and the name of any underwriter will be provided in the prospectus supplement that the underwriter will use to make resales of the securities to the public. In connection with the sale of the securities, we or otherwise;
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ordinary brokerage transactions and transactionsthe purchasers of securities for whom the underwriter may act as agent, may compensate the underwriter in which the broker-dealer solicits purchasers;
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block trades in which the broker-dealer will attempt toform of underwriting discounts or commissions. The underwriter may sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
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purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
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an exchange distribution in accordance with the rules of the applicable exchange;
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privately negotiated transactions;
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short sales;
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sales pursuant to Rule 144 of the Securities Act of 1933, as amended, or the Securities Act;
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broker-dealers may agree with the selling shareholder to sell a specified number of such shares at a stipulated price per share;
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a combination of any such methods of sale; and
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any other method permitted pursuant to applicable law.
If the selling shareholder effect such transactions by selling ordinary sharessecurities to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agentsdealers, and those dealers may receive commissionscompensation in the form of discounts, concessions or commissions from the selling shareholder underwriters and/or commissions from the purchasers of the ordinary shares for whomwhich they may act as agent.
Unless otherwise indicated in a prospectus supplement, an agent will be acting on a best efforts basis and a dealer will purchase securities as a principal, and may then resell the securities at varying prices to be determined by the dealer.
Any compensation paid to underwriters, dealers or to whom they may sell as principal (whichagents in connection with the offering of the securities, and any discounts, concessions or commissions asallowed by underwriters to particular underwriters, broker-dealers orparticipating dealers will be provided in the applicable prospectus supplement. Underwriters, dealers and agents participating in the distribution of the securities may be in excess of those customary indeemed to be underwriters within the types of transactions involved). In connection with sales of the ordinary shares or otherwise, the selling shareholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of our ordinary shares in the course of hedging in positions they assume. The selling shareholder may also sell ordinary shares short and deliver ordinary shares covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling shareholder may also loan or pledge ordinary shares to broker-dealers that in turn may sell such shares.
The selling shareholder may pledge or grant a security interest in some or all of the shares of our ordinary shares owned by it and, if it defaults in the performance of its secured obligations, the pledgees or secured parties may offer and sell the ordinary shares from time to time pursuant to this prospectus or other applicable provisionsmeaning of the Securities Act amending, if necessary,and any discounts and commissions received by them and any profit realized by them on resale of the list of selling shareholdersecurities may be deemed to includebe underwriting discounts and commissions. We may enter into agreements to indemnify underwriters, dealers and agents against civil liabilities, including liabilities under the pledgee, transfereeSecurities Act, or other successorsto contribute to payments they may be required to make in interest as selling shareholder under this prospectus. The selling shareholder also may transferrespect thereof and donate the shares of ourto reimburse those persons for certain expenses.
Any ordinary shares will be listed on The Nasdaq Global Select Market, but any other securities may or may not be listed on a national securities exchange. To facilitate the offering of securities, certain persons participating in otherthe offering may engage in transactions that stabilize, maintain or otherwise affect the price of the securities. This may include over-allotments or short sales of the securities, which involve the sale by persons participating in the offering of more securities than were sold to them. In these circumstances, these persons would cover such over-allotments or short positions by making purchases in the open market or by exercising their over-allotment option, if any. In addition, these persons may stabilize or maintain the price of the securities by bidding for or purchasing securities in the open market or by imposing penalty bids, whereby selling concessions allowed to dealers participating in the offering may be reclaimed if securities