DEFINITIONS, CONVENTION Clause Samples
DEFINITIONS, CONVENTION. 1. 1Defined Terms Capitalized words, which are not the first word of a sentence, are defined terms. Some defined terms are defined in the text of this Agreement and other defined terms used in this Agreement are defined in the attached Exhibit 1.1.
1. 2Standard of Consent or Approval Wherever this Agreement provides that a Party’s consent, approval, or concurrence is required, or words of similar import, the standard against which the Party exercises its judgment shall be the good faith sole discretion of that Party unless this Agreement specifies a different standard (i.e., reasonable) and in that circumstance the specified standard shall control. If the same act of consent, approval, or concurrence is referred to multiple times, then any explicitly specified standard contained in any such reference to the same act of consent, approval, or concurrence shall pertain to all such references.
DEFINITIONS, CONVENTION. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Unit Purchase Agreement (the “Purchase Agreement”), dated February 24, 2023, among the Company and the purchasers signatory thereto. Unless otherwise designated by the Holder in the Notice of Exercise (as set forth below), it is contemplated that this Warrant shall be exercised for Warrant ADSs (and not for Warrant Shares) so long as the Ordinary Shares underlying the Warrant ADSs have been registered under the Securities Act and/or can otherwise be accepted by the Depositary pursuant to the Depositary Agreement resulting in the issuance of Warrant ADSs upon exercise of this Warrant. This Warrant shall be exercisable for Warrant Shares when such Warrant Shares are not eligible for deposit with the Depositary. The Notice of Exercise will specify what securities are to be issued in case of an exercise of this Warrant; but for the purposes of drafting convention only, references herein to an exercise of this Warrant shall be described as an exercise of this Warrant for Warrant ADSs unless as otherwise stated or the context provides otherwise.