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Common use of Address for Notice Clause in Contracts

Address for Notice. By:__________________________________________ Name: Title: With a copy to (which shall not constitute notice): Fax: IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: ________________________________________________________ Signature of Authorized Signatory of Purchaser: __________________________________ Name of Authorized Signatory: ____________________________________________________ Title of Authorized Signatory: _____________________________________________________ Email Address of Authorized Signatory: ______________________________________________ Facsimile Number of Authorized Signatory: _____________________________________________ Address for Notice to Purchaser: Address for Delivery of Securities to Purchaser (if not same as address for notice): Subscription Amount: $_________________ Shares: _________________ Warrant Shares: __________________ EIN Number: _______________________ These Disclosure Schedules are delivered to you pursuant to Article III of that certain Securities Purchase Agreement (this “Agreement”) dated as of June __, 2014, between Medigus Ltd., an Israeli company (the “Company”), and each purchaser identified on the signature pages thereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). Unless otherwise defined herein, any capitalized term used in a Disclosure Schedule shall have the same meaning assigned to such term in the Agreement. The following disclosures are an integral part of the Agreement. These Disclosure Schedules are qualified in their entirety by reference to specific provisions of the Agreement, and are not intended to constitute, and shall not be construed as constituting, representations or warranties of the Company except and to the extent provided in the Agreement. The inclusion of any item in any Disclosure Schedule shall not be deemed to be an admission by the Company that such item is material to the business, assets (including intangible assets), liabilities, capitalization, financial condition or results of operations of the Company or its operations and is not an admission of any obligation or liability to any third party. No disclosure in a Disclosure Schedule relating to any possible breach or violation of any agreement, law or regulation shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. Each Purchaser acknowledges and agrees that any matter disclosed pursuant to a section, subsection, paragraph or subparagraph of a Disclosure Schedule shall be deemed disclosed for all other purposes of the Disclosure Schedules as and to the extent the content or context of such disclosure makes it reasonably apparent on the face of such disclosure that such disclosure is applicable to such other section, subsection, paragraph or subparagraph of the Disclosure Schedules. Where the terms of a contract, lease, agreement or other disclosure item have been summarized or described in a Disclosure Schedule, such summary or description does not purport to be a complete statement of the material terms of such contract, lease, agreement or other disclosure item and such summaries are qualified in their entirety by the specific terms of such agreements or documents.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Medigus Ltd.), Securities Purchase Agreement (Medigus Ltd.)

Address for Notice. By:__________________________________________ Name: Title: With a copy to (which shall not constitute notice): Fax: IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: ________________________________________________________ Signature of Authorized Signatory of Purchaser: __________________________________ Name of Authorized Signatory: ____________________________________________________ Title of Authorized Signatory: _____________________________________________________ Email Address of Authorized Signatory: ______________________________________________ Facsimile Number of Authorized Signatory: _____________________________________________ Address for Notice to Purchaser: Address for Delivery of Securities to Purchaser (if not same as address for notice): Subscription Amount: $_________________ Shares: _________________ Warrant Shares: __________________ EIN Number: _______________________ These Disclosure Schedules are delivered to you pursuant to Article III of that certain Securities Purchase This Registration Rights Agreement (this “Agreement”) dated is made and entered into as of June [_________ __, 20142015, between Medigus Ltd.Vapor Corp., an Israeli company a Delaware corporation (the “Company”), and each purchaser identified on of the signature pages thereto several purchasers signatory hereto (each, including its successors and assignseach such purchaser, a “Purchaser” and and, collectively, the “Purchasers”). Unless otherwise defined hereinThis Agreement is made pursuant to the Securities Purchase Agreement, any capitalized term used in a Disclosure Schedule shall have dated as of the same meaning assigned to such term in date hereof, between the Company and each Purchaser (the “Purchase Agreement”). The following disclosures are an integral part of the Agreement. These Disclosure Schedules are qualified in their entirety by reference to specific provisions of the Agreement, Company and are not intended to constitute, and shall not be construed each Purchaser hereby agrees as constituting, representations or warranties of the Company except and to the extent provided in the Agreement. The inclusion of any item in any Disclosure Schedule shall not be deemed to be an admission by the Company that such item is material to the business, assets (including intangible assets), liabilities, capitalization, financial condition or results of operations of the Company or its operations and is not an admission of any obligation or liability to any third party. No disclosure in a Disclosure Schedule relating to any possible breach or violation of any agreement, law or regulation shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. Each Purchaser acknowledges and agrees that any matter disclosed pursuant to a section, subsection, paragraph or subparagraph of a Disclosure Schedule shall be deemed disclosed for all other purposes of the Disclosure Schedules as and to the extent the content or context of such disclosure makes it reasonably apparent on the face of such disclosure that such disclosure is applicable to such other section, subsection, paragraph or subparagraph of the Disclosure Schedules. Where the terms of a contract, lease, agreement or other disclosure item have been summarized or described in a Disclosure Schedule, such summary or description does not purport to be a complete statement of the material terms of such contract, lease, agreement or other disclosure item and such summaries are qualified in their entirety by the specific terms of such agreements or documents.follows:

Appears in 1 contract

Samples: Securities Purchase Agreement (Vapor Corp.)

Address for Notice. 8 Guang An Da Xxx Xx Xxx Xxxx Xxxx 1216 Xxxxx An Qu Shijiazhuang City, P.R. China 050000 By:__________________________________________ : /s/ Xxxxxxx Xxxx Name: Xxxxxxx Xxxx Title: Chief Financial Officer With a copy to (which shall not constitute notice): Fax: 00-0000-00000000 E-mail: xxxxx.xxxxx@xxxxxxxxxxxx.xxx Xxxxxx Xxxxxx, Esq. 00 Xxxxxxxx Xxxx Xxxxxxxxx, NY 10533 Fax: 000-000-0000 E-mail: xxxxxxxxxxxx@xxxxxxxxx.xxx IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: ________________________________________________________ Signature of Authorized Signatory of Purchaser: __________________________________ Name of Authorized Signatory: ____________________________________________________ Title of Authorized Signatory: _____________________________________________________ Email Address of Authorized Signatory: ______________________________________________ Facsimile Number of Authorized Signatory: _____________________________________________ Address for Notice to Purchaser: Address for Delivery of Securities to Purchaser (if not same as address for notice): Subscription Amount: $_________________ Shares: _________________ Warrant Shares: __________________ EIN Number: _______________________ These Disclosure Schedules are delivered o Notwithstanding anything contained in this Agreement to you pursuant the contrary, by checking this box (i) the obligations of the above-signed to Article III of that certain Securities Purchase purchase the securities set forth in this Agreement (this “Agreement”) dated as of June __, 2014, between Medigus Ltd., an Israeli company (to be purchased from the “Company”)Company by the above-signed, and each purchaser identified on the signature pages thereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). Unless otherwise defined herein, any capitalized term used in a Disclosure Schedule shall have the same meaning assigned to such term in the Agreement. The following disclosures are an integral part of the Agreement. These Disclosure Schedules are qualified in their entirety by reference to specific provisions of the Agreement, and are not intended to constitute, and shall not be construed as constituting, representations or warranties obligations of the Company except and to sell such securities to the extent provided in above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Agreement. The inclusion Closing shall occur on the third (3rd) Trading Day following the date of this Agreement and (iii) any item in any Disclosure Schedule shall not be deemed condition to be an admission Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company that such item is material to or the businessabove-signed of any agreement, assets instrument, certificate or the like or purchase price (including intangible assets), liabilities, capitalization, financial as applicable) shall no longer be a condition or results of operations and shall instead be an unconditional obligation of the Company or its operations and is not an admission of any obligation or liability the above-signed (as applicable) to any third party. No disclosure in a Disclosure Schedule relating to any possible breach or violation of any deliver such agreement, law instrument, certificate or regulation shall be construed the like or purchase price (as an admission or indication that any such breach or violation exists or has actually occurred. Each Purchaser acknowledges and agrees that any matter disclosed pursuant to a section, subsection, paragraph or subparagraph of a Disclosure Schedule shall be deemed disclosed for all other purposes of the Disclosure Schedules as and to the extent the content or context of such disclosure makes it reasonably apparent on the face of such disclosure that such disclosure is applicable applicable) to such other section, subsection, paragraph or subparagraph of party on the Disclosure Schedules. Where the terms of a contract, lease, agreement or other disclosure item have been summarized or described in a Disclosure Schedule, such summary or description does not purport to be a complete statement of the material terms of such contract, lease, agreement or other disclosure item and such summaries are qualified in their entirety by the specific terms of such agreements or documentsClosing Date.

Appears in 1 contract

Samples: Securities Purchase Agreement (Aoxing Pharmaceutical Company, Inc.)

Address for Notice. By:__________________________________________ : /s/ Kxxxxxx X. Bxxxxx Xxxxxxx Genomics Ltd. Name: Kxxxxxx X. Berlin 3000 Xxxxxx Xxxxxx, Xxxxx 000 Title: Chief Executive Officer Pxxxxxxxxxxx, Xxxxxxxxxxxx 00000 Attn: Axx Xxxx, General Counsel With a copy to (which shall not constitute notice): FaxMintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. 40 Xxxxxxxxxx Xxxxxx, 36th floor San Francisco, CA 94104 E-mail: RXXxxxxxx@xxxxx.xxx Attention: Rxxxxx X. Xxxxxxx And to: AYR – Amar Rxxxxx Xxxxxx Shochatovitch & Co. Lawyers 10 Xxx Xxxxxx Xxxxxx Xx. Ramat Gan 5250607, Israel E-mail: NxxX@xxx.xx.xx Attention: Nxx Xxxx [PURCHASER SIGNATURE PAGES TO ROSG SECURITIES PURCHASE AGREEMENT] IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: ________________________________________________________ Signature of Authorized Signatory of Purchaser: __________________________________ Name of Authorized Signatory: ____________________________________________________ Title of Authorized Signatory: _____________________________________________________ Email Address of Authorized Signatory: _____:_________________________________________ Facsimile Number of Authorized Signatory: _____________________________________________ Address for Notice to Purchaser: Address for Delivery of Securities to Purchaser (if not same as address for notice): DTC Participant name and number: ________________________ Contact of DTC Participant: _______________________ Telephone Number of Participant Contact: _____________________ Subscription Amount: $__________________ SharesClass A Units: _________________ Warrant Shares: _Class B Units:_________________ EIN Number: _______________________ These Disclosure Schedules are delivered o Notwithstanding anything contained in this Agreement to you pursuant the contrary, by checking this box (i) the obligations of the above-signed to Article III purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of that certain Securities Purchase the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur on the third (3rd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (this but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. To: The National Technological Innovation Authority (AgreementInnovation Authority”) dated Relating to projects that have been financed by or are currently being financed by the Innovation Authority (or have been financed by the Office of the Chief Scientist of the Ministry of Economy and Industry - hereinafter referred to as of June the “OCS”) _______________ [Please specify project title and file number] and to projects of the Company (as this term is defined below) that may be financed by the Innovation Authority in the future (the “Projects”). We, 2014the undersigned, between Medigus Ltd.of [Foreign investor's name] a company, partnership or entity incorporated, organized and existing under the laws of _______________ and whose registered office is at _________________ (“______”), having, by an Israeli company agreement dated , committed to invest in Ltd. (the “Company”), in exchange for [number and each purchaser identified type of shares] ________ shares of the Company; Recognizing that the Company's research and development or technological innovation Projects are currently, have been or will be financially supported by the Innovation Authority or the OCS under and subject to the provisions of The Encouragement of Research, Development and Technological Innovation in the Industry Law 5744-1984 (the “Innovation Law”) and the, applicable regulations, rules, procedures and benefit plans; Recognizing that the Innovation Law places strict constraints on the signature pages thereto transfer of know-how and/or production rights, making all such transfers subject to the absolute discretion of the Innovation Authority's research committee (each, including its successors and assigns, a “Purchaser” and collectively, the “PurchasersResearch Committee”). Unless otherwise defined herein, any capitalized term used acting in a Disclosure Schedule shall have accordance with the same meaning assigned to such term in the Agreement. The following disclosures are an integral part aims of the Agreement. These Disclosure Schedules are qualified in their entirety by reference to specific provisions of the Agreement, Innovation Law and are not intended to constitute, and shall not be construed as constituting, representations or warranties of the Company except and to the extent provided in the Agreement. The inclusion of any item in any Disclosure Schedule shall not be deemed to be an admission by the Company that such item is material to the business, assets (including intangible assets), liabilities, capitalization, financial condition or results of operations of the Company or its operations and is not an admission of any obligation or liability to any third party. No disclosure in a Disclosure Schedule relating to any possible breach or violation of any agreement, law or regulation shall be construed as an admission or indication requiring that any such breach or violation exists or has actually occurred. Each Purchaser acknowledges and agrees that any matter disclosed pursuant to a section, subsection, paragraph or subparagraph of a Disclosure Schedule shall be deemed disclosed for all other purposes transfer receive the prior written approval of the Disclosure Schedules as and to the extent the content or context of such disclosure makes it reasonably apparent on the face of such disclosure that such disclosure is applicable to such other section, subsection, paragraph or subparagraph of the Disclosure Schedules. Where the terms of a contract, lease, agreement or other disclosure item have been summarized or described in a Disclosure Schedule, such summary or description does not purport to be a complete statement of the material terms of such contract, lease, agreement or other disclosure item and such summaries are qualified in their entirety by the specific terms of such agreements or documents.Research Committee;

Appears in 1 contract

Samples: Securities Purchase Agreement (Rosetta Genomics Ltd.)

Address for Notice. By:__________________________________________ Name: Title: With a copy to (which shall not constitute notice): Email: Fax: IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: ________________________________________________________ Signature of Authorized Signatory of Purchaser: __________________________________ Name of Authorized Signatory: ____________________________________________________ Title of Authorized Signatory: _____________________________________________________ Email Address of Authorized Signatory: ______________________________________________ Facsimile Number of Authorized Signatory: _____________________________________________ Address for Notice to Purchaser: Address for Delivery of Securities to Purchaser (if not same as address for notice): Subscription Amount: $_________________ Shares: _________________ Warrant Shares: __________________ EIN Number: _______________________ These This document is the “Disclosure Schedules are delivered Schedule” referred to you pursuant to Article III in, and is dated as of the date of, that certain Securities Purchase Agreement (this the AgreementSPA) ), dated as of June __February 11, 20142021 between Fuel Tech, between Medigus Ltd.Inc., an Israeli company a Delaware corporation (the “Company”), ) and each purchaser identified on the signature pages thereto set forth therein (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). Unless otherwise Capitalized terms used but not defined herein, any capitalized term used in a this Disclosure Schedule shall have the same meaning meanings assigned to such term terms in the AgreementSPA, unless the context otherwise requires. The following disclosures are an integral part Each of the Agreement. These schedules included within this Disclosure Schedules are Schedule is qualified in their its entirety by reference to the specific provisions provision of the Agreement, and are not intended SPA to constitute, and shall not be construed as constituting, representations or warranties which such schedule relates. Section headings have been placed on the sections of this Disclosure Schedule for convenience of the Company except and to the extent provided in the Agreementparties only; such headings shall be given no substantive or interpretative effect. The inclusion Disclosure of any item fact in any this Disclosure Schedule shall not in reference to a particular section of the SPA shall, should the existence of the fact or item by relevant to any other section of the SPA, be deemed to be an admission by the Company disclosed with respect to that such item is material to the business, assets (including intangible assets), liabilities, capitalization, financial condition other section whether or results of operations of the Company or its operations and is not an admission of any obligation or liability to any third party. No disclosure in a Disclosure Schedule relating to any possible breach or violation of any agreement, law or regulation shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. Each Purchaser acknowledges and agrees that any matter disclosed pursuant to a section, subsection, paragraph or subparagraph of a Disclosure Schedule shall be deemed disclosed for all other purposes of the Disclosure Schedules as and specific cross reference appears to the extent that the content or context of such disclosure makes it fact disclosed is reasonably apparent on the face of such disclosure that such disclosure is applicable to such other section. On April 17, subsection2020, paragraph or subparagraph the Company received $1,556 in loan proceeds from the Paycheck Protection Program (the “PPP”), established pursuant to the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and administered by the U.S. Small Business Administration (“SBA”). The unsecured loan was evidenced by a promissory note of the Disclosure SchedulesCompany dated April 15, 2020 (the “Note”) in the principal amount of $1,556,000 issued to BMO Hxxxxx Bank N.A. (the “Bank”), the lender. Where On January 11, 2021, the terms Company received a notice from the Bank that the full principal amount of a contract, lease, agreement or other disclosure item the PPP Loan and the accrued interest have been summarized or described forgiven. . On January 19, 2021 the Company’s Italian subsidiary, Fuel Tech, S.r.L., was served with an order of payment from one of its subcontractors in a Disclosure Schedulethe amount of € 31,831. The subcontractor performed certain services for the Company in connection with the Company’s sale of clean tech equipment to Enel S.p.A for an electric generation plant located in Brindisi, such summary or description does not purport Italy. The Company believes the claim to be a complete statement of the material terms of such contractwithout merit and intends to file an opposition brief by March 1, lease, agreement or other disclosure item and such summaries are qualified in their entirety by the specific terms of such agreements or documents2021. None.

Appears in 1 contract

Samples: Securities Purchase Agreement (Fuel Tech, Inc.)

Address for Notice. By:____________________________________________________________________________ Name: Xxxxx Xxxxxxxx Title: Chief Executive Officer With a copy to (which shall not constitute notice): Fax000 Xxxxxx Xxxxx Blvd., Marlborough, Massachusetts 01752E-mail: Xxxxx.Xxxxxxxx@xxxxxx.xxx White & Case LLP 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 Attention: Xxxxx Xxxxxxx Email: xxxxxxxx@xxxxxxxxx.xxx IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: ________________________________________________________ Signature of Authorized Signatory of Purchaser: __________________________________ Name of Authorized Signatory: ____________________________________________________ Title of Authorized Signatory: _____________________________________________________ Email Address of Authorized Signatory: _____:_________________________________________ Facsimile Number of Authorized Signatory: _____________________________________________ Address for Notice to Purchaser: Address for Delivery of Securities Warrants to Purchaser (if not same as address for notice): DWAC for Shares: Subscription Amount: $_________________ Shares: _________________ Pre-Funded Warrant Shares: ________________ Ordinary Warrant Shares: __________________ EIN Number: _______________________ These Disclosure Schedules are delivered ☐ Notwithstanding anything contained in this Agreement to you pursuant the contrary, by checking this box (i) the obligations of the above-signed to Article III purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of that certain Securities Purchase the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur by the second (2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (this but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE AgreementSECURITIES ACT), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) dated as of June UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES. Warrant Shares: _______ Initial Exercise Date: September [__, 20142021 THIS ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, between Medigus for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [__, ]1 (the “Termination Date”), but not thereafter, to subscribe for and purchase from ReWalk Robotics Ltd., an Israeli company (the “Company”), and each purchaser identified on up to ______ Ordinary Shares, NIS 0.25 par value (the signature pages thereto “Ordinary Share(s)”) (each, including its successors and assigns, a “Purchaser” and collectivelyas subject to adjustment hereunder, the “PurchasersWarrant Shares”). Unless otherwise defined herein, any capitalized term used in a Disclosure Schedule The purchase price of one Ordinary Share under this Warrant shall have the same meaning assigned to such term in the Agreement. The following disclosures are an integral part of the Agreement. These Disclosure Schedules are qualified in their entirety by reference to specific provisions of the Agreement, and are not intended to constitute, and shall not be construed as constituting, representations or warranties of the Company except and equal to the extent provided Exercise Price, as defined in the Agreement. The inclusion of any item in any Disclosure Schedule shall not be deemed to be an admission by the Company that such item is material to the business, assets (including intangible assetsSection 2(b), liabilities, capitalization, financial condition or results of operations of the Company or its operations and is not an admission of any obligation or liability to any third party. No disclosure in a Disclosure Schedule relating to any possible breach or violation of any agreement, law or regulation shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. Each Purchaser acknowledges and agrees that any matter disclosed pursuant to a section, subsection, paragraph or subparagraph of a Disclosure Schedule shall be deemed disclosed for all other purposes of the Disclosure Schedules as and to the extent the content or context of such disclosure makes it reasonably apparent on the face of such disclosure that such disclosure is applicable to such other section, subsection, paragraph or subparagraph of the Disclosure Schedules. Where the terms of a contract, lease, agreement or other disclosure item have been summarized or described in a Disclosure Schedule, such summary or description does not purport to be a complete statement of the material terms of such contract, lease, agreement or other disclosure item and such summaries are qualified in their entirety by the specific terms of such agreements or documents.

Appears in 1 contract

Samples: Securities Purchase Agreement (ReWalk Robotics Ltd.)

Address for Notice. By:: ____________________________________ Name: Con Unerkov Title: Chief Executive Officer By:_____________________________________ Name: Cxxxx Xx Title: With a copy to (which shall not constitute notice): Chief Financial Officer and Joint Company Secretary E-Mail: Fax: IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: ________________________________________________________ Signature of Authorized Signatory of Purchaser: __________________________________ Goldenyadan International Holdings Limited Name of Authorized Signatory: ____________________________________________________ Title of Authorized Signatory: _____________________________________________________ Email Address of Authorized Signatory: ______________________________________________ Facsimile Number of Authorized Signatory: _____________________________________________ Address for Notice to Purchaser: Address for Delivery of Securities Shares to Purchaser (if not same as address for notice): DWAC for Shares: Subscription Amount: $_________________ 315,000 Number of Shares: _________________ Warrant Shares: __________________ 100,000 EIN Number: _______________________ These Disclosure Schedules are delivered o Notwithstanding anything contained in this Agreement to you pursuant the contrary, by checking this box (i) the obligations of the above-signed to Article III purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur on the second (2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. Pursuant to that certain Securities Purchase Agreement (this “Agreement”) , dated as of June __July 6, 20142021, between Medigus Ltd.Integrated Media Technology Limited, an Israeli company Australian corporation (the “Company”), and each purchaser identified on the signature pages purchasers signatory thereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). Unless otherwise defined herein, any capitalized term used in a Disclosure Schedule the Purchasers shall have the same meaning assigned to such term in the Agreement. The following disclosures are an integral part of the Agreement. These Disclosure Schedules are qualified in their entirety by reference to specific provisions of the Agreement, and are not intended to constitute, and shall not be construed as constituting, representations or warranties purchase ordinary shares of the Company except and to (the extent provided “Shares”) for an aggregate subscription amount of $315,000 of Shares. All funds shall be disbursed in the Agreementaccordance with this Closing Statement. The inclusion of any item in any Disclosure Schedule shall not be deemed Initial Disbursement Date: July 6, 2021 Gross proceeds to be an admission by the Company that such item is material to the business, assets (including intangible assets), liabilities, capitalization, financial condition or results of operations of the Company or its operations and is not an admission of any obligation or liability to any third party. No disclosure in a Disclosure Schedule relating to any possible breach or violation of any agreement, law or regulation shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. Each Purchaser acknowledges and agrees that any matter disclosed pursuant to a section, subsection, paragraph or subparagraph of a Disclosure Schedule shall be deemed disclosed for all other purposes of the Disclosure Schedules as and to the extent the content or context of such disclosure makes it reasonably apparent on the face of such disclosure that such disclosure is applicable to such other section, subsection, paragraph or subparagraph of the Disclosure Schedules. Where the terms of a contract, lease, agreement or other disclosure item have been summarized or described in a Disclosure Schedule, such summary or description does not purport to be a complete statement of the material terms of such contract, lease, agreement or other disclosure item and such summaries are qualified in their entirety by the specific terms of such agreements or documents.received $315,000

Appears in 1 contract

Samples: Securities Purchase Agreement (Integrated Media Technology LTD)

Address for Notice. By:__________________________________________ Name: Title: With a copy copies to (which shall not constitute notice): FaxMeitar Law Offices 16 Abba Hillel Road Ramat Gan 5250608 Israel Attn.: xxxxxx@xxxxxx.xxx, xxxxxxxx@xxxxxx.xxx Xxxxxxxx & Worcester LLP 0000 Xxxxxxxx Xxx Xxxx, XX 00000 Email: xxxxxxxx@xxxxxxxxxxx.xxx Attn: Oded Har-Even 00 Xxx Xxxxxxxxx Street, Park Rehovot, Rehovot P.O.B 4173, Xxxx Xxxxx, 7414002, Israel Attn: IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: ________________________________________________________ Signature of Authorized Signatory of Purchaser: __________________________________ Name of Authorized Signatory: ____________________________________________________ Title of Authorized Signatory: _____________________________________________________ Email Address of Authorized Signatory: _____:_________________________________________ Facsimile Number of Authorized Signatory: _____________________________________________ Address for Notice to Purchaser: Address for Delivery of Securities Warrants to Purchaser (if not same as address for notice): DWAC for Shares: Subscription Amount: $_________________ Shares: _________________ Warrant Shares: __________________ EIN Number: _______________________ These Disclosure Schedules are delivered to you pursuant to Article III of that certain Securities Purchase Agreement Warrant Shares: [____] Initial Exercise Date: [____] THIS PRE-FUNDED ORDIINARY SHARES PURCHASE WARRANT (this the AgreementWarrant”) dated as of June certifies that, for value received, [_____], 2014or its assigns (the “Holder”) is entitled, between Medigus upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Evogene Ltd., an Israeli a company organized under the laws of the State of Israel (the “Company”), and each purchaser identified on up to [____] ordinary shares par value NIS 0.02 per share (the signature pages thereto “Ordinary Shares”) (each, including its successors and assigns, a “Purchaser” and collectivelyas subject to adjustment hereunder, the “PurchasersWarrant Shares). Unless otherwise defined herein, any capitalized term used in a Disclosure Schedule shall have the same meaning assigned to such term in the Agreement) of Ordinary Shares. The following disclosures are an integral part purchase price of the Agreement. These Disclosure Schedules are qualified in their entirety by reference to specific provisions of the Agreement, and are not intended to constitute, and one Ordinary Share under this Warrant shall not be construed as constituting, representations or warranties of the Company except and equal to the extent provided Exercise Price, as defined in the Agreement. The inclusion of any item in any Disclosure Schedule shall not be deemed to be an admission by the Company that such item is material to the business, assets (including intangible assetsSection 2(b), liabilities, capitalization, financial condition or results of operations of the Company or its operations and is not an admission of any obligation or liability to any third party. No disclosure in a Disclosure Schedule relating to any possible breach or violation of any agreement, law or regulation shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. Each Purchaser acknowledges and agrees that any matter disclosed pursuant to a section, subsection, paragraph or subparagraph of a Disclosure Schedule shall be deemed disclosed for all other purposes of the Disclosure Schedules as and to the extent the content or context of such disclosure makes it reasonably apparent on the face of such disclosure that such disclosure is applicable to such other section, subsection, paragraph or subparagraph of the Disclosure Schedules. Where the terms of a contract, lease, agreement or other disclosure item have been summarized or described in a Disclosure Schedule, such summary or description does not purport to be a complete statement of the material terms of such contract, lease, agreement or other disclosure item and such summaries are qualified in their entirety by the specific terms of such agreements or documents.

Appears in 1 contract

Samples: Securities Purchase Agreement (Evogene Ltd.)

Address for Notice. By:: ____________________________________ Name: Con Unerkov Title: Chief Executive Officer By:_____________________________________ Name: Cxxxx Xx Title: With a copy to (which shall not constitute notice): Chief Financial Officer and Joint Company Secretary E-Mail: Fax: IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: ________________________________________________________ Signature of Authorized Signatory of Purchaser: __________________________________ Gold Bull Capital Co., Ltd Name of Authorized Signatory: ____________________________________________________ Title of Authorized Signatory: _____________________________________________________ Email Address of Authorized Signatory: ______________________________________________ Facsimile Number of Authorized Signatory: _____________________________________________ Address for Notice to Purchaser: Address for Delivery of Securities Shares to Purchaser (if not same as address for notice): DWAC for Shares: Subscription Amount: $_________________ 2,205,000 Number of Shares: _________________ Warrant Shares: __________________ 700,000 EIN Number: _______________________ These Disclosure Schedules are delivered o Notwithstanding anything contained in this Agreement to you pursuant the contrary, by checking this box (i) the obligations of the above-signed to Article III purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur on the second (2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. Pursuant to that certain Securities Purchase Agreement (this “Agreement”) , dated as of June __July 6, 20142021, between Medigus Ltd.Integrated Media Technology Limited, an Israeli company Australian corporation (the “Company”), and each purchaser identified on the signature pages purchasers signatory thereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). Unless otherwise defined herein, any capitalized term used in a Disclosure Schedule the Purchasers shall have the same meaning assigned to such term in the Agreement. The following disclosures are an integral part of the Agreement. These Disclosure Schedules are qualified in their entirety by reference to specific provisions of the Agreement, and are not intended to constitute, and shall not be construed as constituting, representations or warranties purchase ordinary shares of the Company except and to (the extent provided “Shares”) for an aggregate subscription amount of $2,205,000 of Shares. All funds shall be disbursed in the Agreementaccordance with this Closing Statement. The inclusion of any item in any Disclosure Schedule shall not be deemed Initial Disbursement Date: July 6, 2021 Gross proceeds to be an admission by the Company that such item is material to the businessreceived on initial disbursement date (July 7, assets (including intangible assets), liabilities, capitalization, financial condition or results of operations of the Company or its operations and is not an admission of any obligation or liability to any third party. No disclosure in a Disclosure Schedule relating to any possible breach or violation of any agreement, law or regulation shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. Each Purchaser acknowledges and agrees that any matter disclosed pursuant to a section, subsection, paragraph or subparagraph of a Disclosure Schedule shall be deemed disclosed for all other purposes of the Disclosure Schedules as and to the extent the content or context of such disclosure makes it reasonably apparent on the face of such disclosure that such disclosure is applicable to such other section, subsection, paragraph or subparagraph of the Disclosure Schedules. Where the terms of a contract, lease, agreement or other disclosure item have been summarized or described in a Disclosure Schedule, such summary or description does not purport 2021): Gross proceeds to be a complete statement of the material terms of such contract, lease, agreement or other disclosure item and such summaries are qualified received on second disbursement date in their entirety by the specific terms of such agreements or documents.July 2021: Gross proceeds to be received on third disbursement date in July 2021 $205,000 $1,000,000 $1,000,000 Total gross proceeds: $2,205,000

Appears in 1 contract

Samples: Securities Purchase Agreement (Integrated Media Technology LTD)

Address for Notice. By:__________________________________________ : Fax: (000) 000-0000 Name: Xxxxxxxx Xxxxxxxxxx E-mail: xxx@xxxx.xxx Title: Chief Executive Officer With a copy to (which shall not constitute notice): Xxxxx Xxxxxxxxx Xxxxxxxxx Traurig, LLP 0000 Xxxxxxx Xxxx Xxxx, Xxxxx 0000 Xxx Xxxxxxx, XX 00000-0000 Fax: (000) 000-0000 E-mail: xxxxxxxxxx@xxxxx.xxx IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above. Name of Purchaser: _____________________________________________________________ Signature of Authorized Signatory of Purchaser: :_______________________________________ Name of Authorized Signatory: ____________________________________________________ Title of Authorized Signatory: _____________________________________________________ Email Address of Authorized Signatory: ______________________________________________ Facsimile Number of Authorized Signatory: _____________________________________________ Address for Notice to Purchaser: Address for Delivery of Securities Warrants to Purchaser (if not same as address for notice): DWAC for Shares: Common Unit Subscription Amount: $_______________________ Common Units: _________________ Shares: _________________ Warrant Shares: __________________ EIN NumberSeries C Warrant Shares: ________________________ Series D Warrant Shares: ________________________ Series E Warrant Shares: ________________________ Pre-Funded Unit Subscription Amount: $____________ Pre-Funded Units: __________________ Pre-Funded Warrant Shares: ______________ EIN Number:____________________________ ☐ Notwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur by the first (1st) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date. These Disclosure Schedules are being delivered to you pursuant to Article III of that certain Securities Purchase Agreement (this “Agreement”) dated as of June __by Helios and Xxxxxxxx Analytics Inc., 2014, between Medigus Ltd., an Israeli company a Delaware corporation (the “Company”), and to each purchaser identified on the signature pages thereto to that certain Securities Purchase Agreement, dated January 15, 2019 (each, including its successors and assigns, a “Purchaser” and collectivelyas may be amended from time to time, the “PurchasersAgreement”). Unless otherwise Capitalized terms used herein, but not defined herein, any capitalized term used in a Disclosure Schedule shall have the same meaning assigned to such term in the Agreement. The following disclosures are an integral part of the Agreement. These Disclosure Schedules are qualified in their entirety by reference to specific provisions of the Agreement, and are not intended to constitute, and shall not be construed as constituting, representations or warranties of the Company except and to the extent provided respective meanings ascribed thereto in the Agreement. The inclusion of any item information in any these Disclosure Schedule Schedules shall not be deemed to be an admission or evidence of the materiality of such information, nor shall it establish a standard of materiality for any purpose whatsoever. Matters reflected in these Disclosure Schedules are not necessarily limited to matters required by the Company Agreement to be disclosed in these Disclosure Schedules. Neither the specification of any dollar amount in the representations and warranties contained in the Agreement nor the inclusion of any specific item in these Disclosure Schedules is intended to imply that such item is material amounts, higher or lower amounts, the items so included or other items, are or are not material, and no party to the business, assets (including intangible assets), liabilities, capitalization, financial condition or results of operations Agreement shall use the fact of the Company setting of such amounts or its operations and the fact of the inclusion of any such item in these Disclosure Schedules in any dispute or controversy between the parties as to whether any obligation, item or matter is or is not material, or may constitute an admission of any obligation event or liability condition which could be considered to any third partyhave a Material Adverse Effect. No disclosure in a these Disclosure Schedule Schedules relating to any possible or alleged breach or violation of any agreement, law or regulation contract shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. Each Purchaser acknowledges and agrees that any matter disclosed pursuant to a sectionIn disclosing the information in these Disclosure Schedules, subsection, paragraph or subparagraph of a Disclosure Schedule shall be deemed disclosed for all other purposes each of the Company and its Subsidiaries expressly does not waive any attorney-client privilege associated with such information or any protection afforded by the work-product doctrine with respect to any of the matters disclosed or discussed herein. References in these Disclosure Schedules as and to the extent the content any contract or context of such disclosure makes it reasonably apparent on the face of such disclosure that such disclosure is applicable other agreement, whether or not binding, include references to such other section, subsection, paragraph or subparagraph of the Disclosure Schedules. Where the terms of a contract, lease, agreement ’s or other disclosure item have been summarized or described in a Disclosure Scheduleagreement’s exhibits, such summary or description does not purport to be a complete statement of the material terms of such contract, lease, agreement or other disclosure item annexes and such summaries are qualified in their entirety by the specific terms of such agreements or documentsschedules.

Appears in 1 contract

Samples: Securities Purchase Agreement (Helios & Matheson Analytics Inc.)