Common use of Delivery of Placement ADSs Clause in Contracts

Delivery of Placement ADSs. On or before each Settlement Date, the Company will, or will instruct the Depositary through a delivery order to, electronically transfer the Placement ADSs being sold by crediting the Designated Agent’s or its designee’s account (provided the Designated Agent shall have given the Company written notice of such designee prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be duly authorized, freely tradeable, transferable, registered ADSs in good deliverable form. On each Settlement Date, the Designated Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement Date. The Company agrees that if the Company or the Depositary (under the Deposit Agreement) defaults in its obligation to deliver duly authorized Placement ADSs on a Settlement Date, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 9(a) hereof, it will (i) hold the Designated Agent harmless against any loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company and (ii) pay to the Designated Agent (without duplication) any commission, discount or other compensation to which it would otherwise have been entitled absent such default.

Appears in 1 contract

Samples: Sales Agreement (RedHill Biopharma Ltd.)

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Delivery of Placement ADSs. On or before the Trading Day prior to each Settlement Date, the Company will, or will cause its transfer agent to issue and deposit with the Depositary’s custodian the number of Ordinary Shares to be represented by the ADSs being sold and instruct the Depositary through a delivery order to, electronically transfer the Placement to deliver that number of ADSs being sold by crediting the Designated Agent’s Aegis’ or its designee’s account (provided the Designated Agent that Aegis shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto hereto, which ADSs in all cases shall be duly authorized, freely tradeabletradable, transferable, registered ADSs in good deliverable formform representing freely tradable, transferrable and registered Ordinary Shares, and the Company shall pay the issuance fee in respect of those ADSs to the Depositary. On each Settlement Date, the Designated Agent Aegis will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement Date. The Company agrees that if If the Company or the Depositary (under the Deposit Agreement) defaults in its obligation to deliver duly authorized Placement ADSs are not delivered on a Settlement Date, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 9(a11(a) hereofhereto, it will (i) hold the Designated Agent Aegis harmless against any loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or the Depositary (if applicable) and (ii) pay to the Designated Agent (without duplication) Aegis any commission, discount discount, or other compensation to which it would otherwise have been entitled absent such default.

Appears in 1 contract

Samples: Medigus Ltd.

Delivery of Placement ADSs. On or before each Settlement Date, the Company will, or will instruct cause the Depositary through a delivery order to, electronically transfer the Placement ADSs being sold by crediting the Designated Agent’s or its designee’s account (provided the Designated Agent shall have given the Company written notice of such designee prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be duly authorized, freely tradeable, transferable, registered ADSs in good deliverable form. On each Settlement Date, the Designated Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement Date. The Company agrees that if the Company or the Depositary (under the Deposit Agreement) defaults in its obligation to deliver duly authorized Placement ADSs on a Settlement Date, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 9(a) hereof, it will (i) hold the Designated Agent harmless against any loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company and (ii) pay to the Designated Agent (without duplication) any commission, discount or other compensation to which it would otherwise have been entitled absent such default.

Appears in 1 contract

Samples: Sales Agreement (RedHill Biopharma Ltd.)

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Delivery of Placement ADSs. On or before the Trading Day prior to each Settlement Date, the Company will, or will cause its transfer agent to issue and deposit with the Depositary’s custodian the number of Ordinary Shares to be represented by the ADSs being sold and instruct the Depositary through a delivery order to, electronically transfer the Placement to deliver that number of ADSs being sold by crediting the Designated Agent’s or its designee’s account (provided that the Designated Agent shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto hereto, which ADSs in all cases shall be duly authorized, freely tradeabletradable, transferable, registered ADSs in good deliverable formform representing freely tradable, transferrable and registered Ordinary Shares, and the Company shall pay the issuance fee in respect of those ADSs to the Depositary. On each Settlement Date, the Designated Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement Date. The Company agrees that if If the Company or the Depositary (under the Deposit Agreement) defaults in its obligation to deliver duly authorized Placement ADSs are not delivered on a Settlement Date, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 9(a10(a) hereofhereto, it will (i) hold the Designated Agent harmless against any loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or the Depositary (if applicable) and (ii) pay to the Designated Agent (without duplication) any commission, discount discount, or other compensation to which it would otherwise have been entitled absent such default.

Appears in 1 contract

Samples: Deposit Agreement (Safe-T Group Ltd.)

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