As of Closing. The Company hereby represents and warrants that, as of the Closing: (a) the “Base Number” (which shall initially be the number of Warrant Shares which the Holder is to be granted the right to purchase, at the Closing, as reflected on the Capitalization Table attached to the SPA) is Series D-2 Preferred Shares, (b) the aggregate Base Number of Series D-2 Preferred Shares are convertible into an equal number of Ordinary Shares, and (c) the number of Warrant Shares is thus equal to Series D-2 Preferred Shares.
As of Closing. The Company hereby represents and warrants that, as of the Closing, (A) the Adjusted Investors’ Conversion Price equals the Price Per Share under the SPA, i.e. US$1.1036, and (B) as such, the Exercise Price equals US$1.27 (i.e. the Price Per Share times 1.15).
As of Closing. As of the Closing, (A) the Original Issue Price of the Series F-1 Preferred Shares equals the Investment Price Per Share under the SPA, i.e. US$«OIP_F1», and (B) as such, the Exercise Price equals US$«Exercise_Price» (i.e. 120% of the Investment Price Per Share).
As of Closing. The Seller shall have received:
As of Closing. (a) subject to any other indemnities included in this Agreement, excluding Clause 6.10.1(b) and Clause 6.10.2, (i) NXP shall indemnify, defend and hold harmless the Company and the other members of the Group against all NXP Retained Liabilities, and (ii) ST shall indemnify, defend and hold harmless the Company and the other members of the Group against all ST Retained Liabilities; and
(b) subject to any other indemnities included in this Agreement and upon final determination of the Assumed Financial Liabilities Funding Requirement in accordance with Clause 6.8 and the satisfaction thereof, the Company shall indemnify, defend and hold harmless each Party and its Affiliates against all Assumed Liabilities.
As of Closing. Seller shall have given no notice to Buyer stating that Seller has obtained knowledge or notice of any fact or facts which would make any representation or warranty of Seller set forth in Section 4 hereof untrue, incomplete or misleading in any material respect. Upon Seller’s determination or knowledge after the Effective Date that any representation or warranty set forth in Section 4 has become untrue, incomplete or misleading in any material respect, Seller shall immediately give written notice thereof to Buyer.
As of Closing. As of the Closing: (a) the “Base Number” (which shall initially be the number of Warrant Shares which the Holder is to be granted the right to purchase, at the Closing, as reflected on the Capitalization Table attached to the SPA) is «Number_of_F2_Shares_underlying_Warrants» Series F-2 Preferred Shares, (b) the aggregate Base Number of Series F-2 Preferred Shares are convertible into an equal number of Ordinary Shares of the Company, nominal value NIS 0.01 per share (the “Ordinary Shares”), and (c) the number of Warrant Shares is thus equal to «Number_of_F2_Shares_underlying_Warrants» Series F-2 Preferred Shares. Upon each adjustment hereunder of the number or type of the Warrant Shares, the Base Number shall be adjusted in the same manner in which such number or type of Warrant Shares was adjusted.
As of Closing. (a) the Company and each relevant Group Company shall be released and discharged (i) by NXP and each member of the NXP Group from all the NXP Retained Liabilities, and (ii) by ST and each member of the ST Group from all ST Retained Liabilities; and
(b) NXP and each member of the NXP Group or ST and each member of the ST Group, as the case may be, shall be released and discharged by the Company or the relevant Group Company from any and all Assumed Financial Liabilities, provided that the Assumed Financial Liabilities Funding Requirements as determined in accordance with Clause 6.8 has been satisfied.
As of Closing. Buyer has not claimed a Material Adverse Change with respect to the Assets under Section 10.2(e) hereof.
As of Closing. Nycomed grants Sonus and its Affiliates a non-exclusive license under the Nycomed Patents to develop, make, have made, use, sell, offer to sell, and import Perfluoropentane Ultrasound Products in the General Territory and Pacific Rim Territory. (Products that Sonus or its Affiliates develop, make, have made, use, sell, offer to sell, or import under the license of this paragraph 2.3 are referred to as "Sonus Licensed Products.") Sonus shall have the right to sublicense the Nycomed Patents as provided in paragraphs 4.3 and 4.4 below, but shall not otherwise have the right to sublicense the Nycomed Patents.
