Israeli Law Matters. (i) Company has validly appointed Xxxxxxx & Associates, 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000, as its authorized agent for service of process for the transaction contemplated thereunder. (ii) No proceedings have been instituted in the State of Israel for the dissolution of the Company. The Company is not currently designated as a “breaching company” (within the meaning of the Israeli Companies Law) by the Registrar of Companies of the State of Israel, nor has a proceeding been instituted by the Registrar of Companies in Israel for the dissolution of the Company or Subsidiaries. (iii) All grants and issuances of the Company's Ordinary Shares to its, or its Subsidiaries', employees were made pursuant to an employee benefit plan, qualified share option plan or other equity compensation plan as described in the Preliminary Prospectus and the Prospectus and in accordance with the Israeli Securities Law. With respect to any share options granted (the “Share Options”) (i) each Share Option purported to be issued under Section 102 of the Israel Tax Ordinance qualifies for treatment under that section and for treatment under the capital gains track, (ii) each Share Option intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) so qualifies in all material respects, and (iii) each grant of a Share Option was duly authorized no later than the date on which the grant of such Share Option was by its terms to be effective by all necessary corporate action, in each case, in all material respects, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto. (iv) Except as set forth in the SEC Reports, neither the Company nor any of Subsidiary (i) has any outstanding obligations to IIA, nor (ii) is in material violation with respect to any instrument of approval granted to it by the IIA. (v) Assuming the Placement Agent, acting on behalf of the Company, has not offered the Ordinary Shares and Warrants or otherwise engaged in solicitation, advertising or any other action constituting an offer to the public under the Israeli Securities Law in Israel, the Company is not required to publish a prospectus or any other listing document or registration statement in the State of Israel under the laws of the State of Israel in connection with the offer and sale of the Securities. Aside from (i) investors who are specified in the First Addendum of the Israeli Securities Law that submitted the requisite written confirmations in accordance therewith, (ii) offers made to employees of the Company in accordance with Section 15D of the Israeli Securities Law and offers made pursuant to an applicable prospectus filed under Israeli Securities Law, there were no more than 35 offerees, in the aggregate, to whom the Company and any of its respective representatives (excluding the Placement Agent) made an offering in Israel of any securities of the Company during the period of twelve months preceding the date hereof (calculated in the manner set forth in the Israeli Securities Law). (vi) Except as described on Schedule 3.1(ss), the Company is in compliance in all material respects with the applicable corporate governance requirements of the Israeli Companies Law, the Israeli Securities Law and the regulations thereunder. (vii) Assuming the Placement Agent has not offered the Ordinary Shares and Warrants or otherwise engaged in solicitation, advertising or any other action constituting an offer to the public under the Israeli Securities Law in Israel, the Company has not engaged in any form of solicitation, advertising or any other action constituting an offer under the Israeli Securities Law and the regulations promulgated thereunder, in connection with the transactions contemplated hereby which would require the Company to publish a prospectus in the State of Israel under the laws of the State of Israel. (viii) Assuming that the Purchasers are not otherwise subject to taxation in the State of Israel or has a permanent establishment in Israel, none of the issuance, delivery and sale of the Securities by the Company or the execution and delivery of this Agreement will be subject to any tax (including interest and penalties) imposed on the Purchasers by the State of Israel or any political subdivision thereof whether imposed directly or through withholding, provided that in the event that the Warrants are exercised in a cashless exercise, the issuance, delivery and sale of the Warrant Shares by the Company would not be subject to Israeli withholding tax only to the extent that a valid certificate has been issued by the Israel Tax Authority exempting the Company from the duty to withhold Israeli taxes with respect thereto, in which case the Company will reimburse the Purchasers for any such tax withholding. (ix) Neither the Company, any of its Subsidiaries nor any of its properties or assets has any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment to prior judgment, attachment in aid of execution or otherwise) under the laws of the State of Israel. (x) No Israeli stamp duty or similar tax or duty is payable under applicable Israeli laws or regulations in connection with the creation, issuance or delivery of the Securities. (xi) Subject to the conditions and qualifications set forth in Preliminary Prospectus and the Prospectus under “Enforcement of Civil Liabilities”, a final and conclusive judgment against the Company for a definitive sum of money entered by any court in the United States may be enforced by an Israeli court.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Check-Cap LTD), Securities Purchase Agreement (Check-Cap LTD), Securities Purchase Agreement (Check-Cap LTD)
Israeli Law Matters. (i) The Company has validly appointed Xxxxxxx & Associates, 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000Rosetta Genomics Inc., as its authorized agent for service of process for the transaction contemplated thereunderprocess.
(ii) No proceedings have been instituted in the State of Israel for the dissolution of the Company. The Company is not currently designated as a “breaching company” (within the meaning of the Israeli Companies Law) by the Registrar of Companies of the State of Israel, nor has a proceeding been instituted by the Registrar of Companies in Israel for the dissolution of the Company or Subsidiaries.
(iii) All grants and issuances of the Company's Ordinary Shares to its, or its Subsidiaries', employees were made pursuant to an employee benefit plan, qualified share option plan or other equity compensation plan as described in the Preliminary Prospectus and the Prospectus and in accordance with the Israeli Securities Law. With respect to any share options granted (the “Share Options”) (i) each Share Option purported to be issued under Section 102 of the Israel Tax Ordinance qualifies for treatment under that section and for treatment under the capital gains track, (ii) each Share Option intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) so qualifies in all material respects, and (iii) each grant of a Share Option was duly authorized no later than the date on which the grant of such Share Option was by its terms to be effective by all necessary corporate action, in each case, in all material respects, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto.
(iv) Except as set forth in Preliminary Prospectus and the SEC ReportsProspectus, neither the Company nor any of Subsidiary (i) has any outstanding obligations to IIAINATI, nor (ii) is in material violation with respect to any instrument of approval granted to it by the IIAINATI.
(v) Assuming the Company or the Placement Agent, acting on behalf of the Company, has not offered the Ordinary Shares and Warrants or otherwise engaged in solicitation, advertising or any other action constituting an offer to the public under the Israeli Securities Law in Israel, the Company is not required to publish a prospectus or any other listing document or registration statement in the State of Israel under the laws of the State of Israel in connection with the offer and sale of the Securities. Aside from (i) investors who are specified in the First first Addendum of the Israeli Securities Law that submitted the requisite written confirmations in accordance therewithLaw, (ii) offers made to employees of the Company in accordance with pursuant to Section 15D of the Israeli Securities Law and offers made pursuant to an applicable prospectus filed under Israeli Securities Law, there were no more than 35 offerees, in the aggregate, to whom the Company and any of its respective representatives (excluding the Placement AgentUnderwriter) made an offering in Israel of any securities of the Company during the in any period of twelve months preceding the date hereof (calculated in the manner set forth in the Israeli Securities Law)months.
(vi) Except as described on Schedule 3.1(ss)in the Preliminary Prospectus and the Prospectus, the Company is in compliance in all material respects with the applicable corporate governance requirements of the Israeli Companies Law, the Israeli Securities Law and the regulations thereunder.
(vii) Assuming the Placement Agent has not offered the Ordinary Shares and Warrants or otherwise engaged in solicitation, advertising or any other action constituting an offer to the public under the Israeli Securities Law in Israel, the Company has not engaged in any form of solicitation, advertising or any other action constituting an offer under the under the Israeli Securities Law Law, and the regulations promulgated thereunder, in connection with the transactions contemplated hereby which would require the Company to publish a prospectus in the State of Israel under the laws of the State of Israel.
(viii) Assuming that the Purchasers are not otherwise subject to taxation in the State of Israel or has a permanent establishment in Israel, none of the issuance, delivery and sale of the Securities by the Company or the execution and delivery of this Agreement will be subject to any tax (including interest and penalties) imposed on the Purchasers by the State of Israel or any political subdivision thereof whether imposed directly or through withholding, provided that in the event that the Warrants are exercised in a cashless exercise, the issuance, delivery and sale of the Warrant Shares by the Company would not be subject to Israeli withholding tax only to the extent that a valid certificate has been issued by the Israel Tax Authority exempting the Company from the duty to withhold Israeli taxes with respect thereto, in which case the Company will reimburse the Purchasers for any such tax withholding.
(ix) Neither the Company, any of its Subsidiaries nor any of its properties or assets has any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment to prior judgment, attachment in aid of execution or otherwise) under the laws of the State of Israel.
(x) No Israeli stamp duty or similar tax or duty is payable under applicable Israeli laws or regulations in connection with the creation, issuance or delivery of the Securities.
(xi) Subject to the conditions and qualifications set forth in Preliminary Prospectus and the Prospectus under “Enforcement of Civil Liabilities”Prospectus, a final and conclusive judgment against the Company for a definitive sum of money entered by any court in the United States may be enforced by an Israeli court.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Rosetta Genomics Ltd.), Securities Purchase Agreement (Rosetta Genomics Ltd.), Securities Purchase Agreement (Rosetta Genomics Ltd.)
Israeli Law Matters. (i1) The Company has validly appointed Safe-T USA Inc., 00 Xxxx X. Xxxxxxx & AssociatesParkway, 000 Xxxxxxx XxxxxxFirst Floor West at Regus, Xxxxx 000Xxxxx, Xxxxxx, Xxxxxxxx 00000, XX 00000 as its authorized agent for service of process for the transaction contemplated thereunderprocess.
(ii2) No To the Company’s knowledge, no proceedings have been instituted in the State of Israel for the dissolution of the Company. The Company is not currently designated as a “breaching company” (within the meaning of the Israeli Companies Law) by the Registrar of Companies of the State of Israel, nor nor, to the Company’s knowledge, has a proceeding Proceeding been instituted by the Registrar of Companies in Israel for the dissolution of the Company or Subsidiaries.
(iii3) All grants and issuances of the Company's Ordinary Shares to its, or its Subsidiaries', employees were made pursuant to an employee benefit plan, qualified share option equity plan or other equity compensation plan as described in the Preliminary Prospectus Registration Statement, Pricing Disclosure Package and the Prospectus and in accordance with the Israeli Securities Law, 5728-1968, as amended, and the regulations promulgated thereunder (the “Israeli Securities Law”). With respect to any share options granted (the “Share Options”) (i) each Share Option purported to be issued under Section 102 of the Israel Tax Ordinance [New Version] 5721-1961 qualifies for treatment under that section and for treatment under the capital gains track, (ii) each Share Option intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) so qualifies in all material respects, and (iii) each grant of a Share Option was duly authorized no later than the date on which the grant of such Share Option was by its terms to be effective by all necessary corporate action, in each case, in all material respects, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto.
(iv4) Except as set forth in Registration Statement, Pricing Disclosure Package and the SEC ReportsProspectus, neither the Company nor any of Subsidiary (i) has any outstanding obligations to the IIA, nor (ii) is in material violation with respect to any instrument of approval granted to it by the IIA.
(v5) Assuming the Placement Agent, acting on behalf of the Company, each Underwriter has not offered the Ordinary Shares and Warrants Securities or otherwise engaged in solicitation, advertising or any other action constituting an offer to the public under the Israeli Securities Law in Israel, and subject to each Underwriter’s compliance with the provisions of Section 3(b) below, the Company is not required to publish a prospectus or any other listing document or registration statement in the State of Israel under the laws of the State of Israel in connection with the offer and sale of the Securities. Aside from (i) investors who are specified in the First first Addendum of the Israeli Securities Law that submitted the requisite written confirmations in accordance therewithLaw, (ii) offers made to employees of the Company in accordance with pursuant to Section 15D of the Israeli Securities Law and offers made pursuant to an applicable prospectus filed under Israeli Securities Law, there were no more than 35 offerees, in the aggregate, to whom the Company and any of its respective representatives (excluding the Placement AgentUnderwriters) made an offering in Israel of any securities of the Company during the in any period of twelve months preceding the date hereof (calculated in the manner set forth in the Israeli Securities Law)months.
(vi6) Except as described on Schedule 3.1(ss)in the Registration Statement, Pricing Disclosure Package and the Prospectus, the Company is in compliance in all material respects with the applicable corporate governance requirements of the Israeli Companies Law, the Israeli Securities Law and the regulations thereunderTASE.
(vii) Assuming the Placement Agent has not offered the Ordinary Shares and Warrants or otherwise engaged in solicitation, advertising or any other action constituting an offer to the public under the Israeli Securities Law in Israel, the Company has not engaged in any form of solicitation, advertising or any other action constituting an offer under the Israeli Securities Law and the regulations promulgated thereunder, in connection with the transactions contemplated hereby which would require the Company to publish a prospectus in the State of Israel under the laws of the State of Israel.
(viii7) Assuming that the Purchasers are each Underwriter is not otherwise subject to taxation in Israel (without confirming the State accuracy of Israel or has a permanent establishment in Israelsuch assumption), none of the issuance, delivery and sale of the Securities by the Company or the execution and delivery of this Agreement will be subject to any tax (including interest and penalties) imposed on the Purchasers Underwriters by the State of Israel or any political subdivision thereof whether imposed directly or through withholding, provided that in the event that the Warrants are exercised in a cashless exercise, the issuance, delivery and sale of the Warrant Shares by the Company would not be subject to Israeli withholding tax only to the extent that a valid certificate has been issued by the Israel Tax Authority exempting the Company from the duty to withhold Israeli taxes with respect thereto, in which case the Company will reimburse the Purchasers for any such tax withholding.
(ix) 8) Neither the Company, any of its Subsidiaries nor any of its properties or assets has any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment to prior judgment, attachment in aid of execution or otherwise) under the laws of the State of Israel.
(x9) No Israeli stamp duty or similar tax or duty is payable under applicable Israeli laws or regulations of the State of Israel in connection with the creation, issuance or delivery of the Securities.
(xi10) Subject to the conditions and qualifications set forth in Preliminary Prospectus Registration Statement, Pricing Disclosure Package and the Prospectus under “Enforcement of Civil Liabilities”Prospectus, a final and conclusive judgment against the Company for a definitive sum of money entered by any court in the United States may be enforced by an Israeli court.
(11) The Company complies and will comply in all material respects with all applicable securities laws and other applicable laws, rules and regulations.
Appears in 2 contracts
Samples: Underwriting Agreement (Safe-T Group Ltd.), Underwriting Agreement (Safe-T Group Ltd.)
Israeli Law Matters. (i) 2.44.1 Subject to conducting the Offering as provided for in the Section titled “Underwriting” in the Prospectus, the Company has validly appointed Xxxxxxx & Associates, 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000, as its authorized agent for service is not required to publish a prospectus in the State of process for Israel under the transaction contemplated thereunderlaws of the State of Israel with respect to the offer and sale of the Public Securities.
2.44.2 Neither the Company nor any of its subsidiaries organized under the laws of the State of Israel, nor any of their properties or assets, has any immunity from the jurisdiction of any court or from any legal process (iiwhether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise) No under the laws of the State of Israel.
2.44.3 Neither the Company nor any of its Subsidiaries organized under the laws of the State of Israel has received any notice denying, revoking or modifying any “approved enterprise” or “benefited enterprise” or “preferred enterprise” status with respect to any of the Company’s or such Subsidiary’s facilities or operations or with respect to any grants or benefits from the Chief Scientist or the Investment Center (including, in all such cases, notice of proceedings or investigations related thereto). All information supplied by the Company with respect to the applications or notifications relating to such “approved enterprise” status, “privileged enterprise status” and “preferred enterprise” status and to grants and benefits from the Chief Scientist and/or the Investment Center was true, correct and complete in all material respects when supplied to the appropriate authorities. Neither the Company nor any of its Subsidiaries has ever received any grant or approval from the Office of the Chief Scientist in the Israeli Ministry of Industry, Trade and Labor.
2.44.4 There are no proceedings that have been instituted in the State of Israel for the dissolution of the Company. The Company is not currently designated as a “breaching company” (within or any of its subsidiaries organized under the meaning of the Israeli Companies Law) by the Registrar of Companies laws of the State of Israel, nor has a proceeding been instituted by the Registrar of Companies in Israel for the dissolution .
2.44.5 Assuming that all of the Company or Subsidiaries.
(iii) All grants and issuances of the Company's Ordinary Shares Underwriters are either not subject to its, or its Subsidiaries', employees were made pursuant to an employee benefit plan, qualified share option plan or other equity compensation plan as described in the Preliminary Prospectus and the Prospectus and in accordance with the Israeli Securities Law. With respect to any share options granted (the “Share Options”) (i) each Share Option purported to be issued under Section 102 of the Israel Tax Ordinance qualifies for treatment under that section and for treatment under the capital gains track, (ii) each Share Option intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) so qualifies in all material respects, and (iii) each grant of a Share Option was duly authorized no later than the date on which the grant of such Share Option was by its terms to be effective by all necessary corporate action, in each case, in all material respects, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto.
(iv) Except as set forth in the SEC Reports, neither the Company nor any of Subsidiary (i) has any outstanding obligations to IIA, nor (ii) is in material violation with respect to any instrument of approval granted to it by the IIA.
(v) Assuming the Placement Agent, acting on behalf of the Company, has not offered the Ordinary Shares and Warrants or otherwise engaged in solicitation, advertising or any other action constituting an offer to the public under the Israeli Securities Law in Israel, the Company is not required to publish a prospectus or any other listing document or registration statement taxation in the State of Israel, or are exempt therefrom pursuant to the Israeli Income Tax Ordinance, 1961, or pursuant to the U.S. Israel Income Tax Treaty, then the issuance, delivery and sale to the Underwriters of the Securities to be sold by the Company hereunder, or any of them, should not cause the Underwriters to be subject to any tax imposed by the State of Israel or any political subdivision thereof.
2.44.6 Without limiting the generality of the foregoing, the Company and any of its subsidiaries organized under the laws of the State of Israel in connection with the offer and sale of the Securities. Aside from (i) investors who are specified in the First Addendum of the Israeli Securities Law that submitted the requisite written confirmations in accordance therewith, (ii) offers made to employees of the Company in accordance with Section 15D of the Israeli Securities Law and offers made pursuant to an applicable prospectus filed under Israeli Securities Law, there were no more than 35 offerees, in the aggregate, to whom the Company and any of its respective representatives (excluding the Placement Agent) made an offering in Israel of any securities of the Company during the period of twelve months preceding the date hereof (calculated in the manner set forth in the Israeli Securities Law).
(vi) Except as described on Schedule 3.1(ss), the Company is in compliance in all material respects with the applicable corporate governance requirements labor and employment laws and collective bargaining agreements and extension orders in respect of their employees in the Israeli Companies Law, the Israeli Securities Law and the regulations thereunderState of Israel.
(vii) Assuming the Placement Agent has not offered the Ordinary Shares and Warrants or otherwise engaged in solicitation, advertising or any other action constituting an offer to the public under the Israeli Securities Law in Israel, the 2.44.7 The Company has not engaged and will not engage in any form of solicitation, advertising or any other action constituting an offer under the Israeli Securities Law 5728-1968, as amended, and the regulations promulgated thereunderthereunder (collectively, the “Israeli Securities Law”) in connection with the transactions contemplated hereby which would require the Company to publish a prospectus in the State of Israel under the laws of the State of Israel.
2.44.8 For a period of twelve (viii12) Assuming that months prior to and including the Purchasers are date of the Closing Date, the Company has not otherwise subject to taxation in the State offered or sold any of Israel or has a permanent establishment its securities in Israel, none except for the issuance of options or similar securities exercisable under the issuanceCompany’s equity incentive plans, which are exempt from prospectus requirements under the Israeli Securities Law.
2.44.9 The Company acknowledges, understands and agrees that the Public Securities may be sold in Israel only by the Underwriters and only to such Israeli investors listed in the First Addendum to the Israeli Securities Law.
2.44.10 No consent, approval, authorization or order of, or filing, qualification or registration with, any Israeli court or governmental agency or body, which has not been made, obtained or taken and is not in full force and effect, is required for the execution, delivery and performance of this Agreement by the Company, the offer or sale of the Pubic Securities by the Company or the execution and delivery of this Agreement will be subject to any tax (including interest and penalties) imposed on the Purchasers by the State of Israel or any political subdivision thereof whether imposed directly or through withholding, provided that in the event that the Warrants are exercised in a cashless exercise, the issuance, delivery and sale consummation of the Warrant Shares by transactions contemplated hereby, other than the Company would not be subject obligation, if any, to file certain information following the Closing and the Option Closing with the Israeli withholding tax only to Investment Center and the extent that a valid certificate has been issued by the Israel Tax Authority exempting the Company from the duty to withhold Israeli taxes with respect thereto, in which case the Company will reimburse the Purchasers for any such tax withholdingChief Scientist.
(ix) Neither the 2.44.11 The Company, any and each of its Subsidiaries nor any of its properties or assets has any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment to prior judgment, attachment in aid of execution or otherwise) subsidiaries organized under the laws of the State of Israel.
, has been at all times and is, in material compliance with all legal requirements that apply to the development, design, manufacturing, marketing, distribution, using and exporting of equipment that may have military use, including, without limitation, the Security Corporations Law (xprotection of security interests), 5766-2006, the Defense Export Control Law, 5767-2007 and similar laws, as well as all regulations and orders enacted under such laws (“Defense Laws”) No Israeli stamp duty to the extent such Defense Laws are applicable to the business and/or operations of the Company and any of its subsidiaries organized under the laws of the State of Israel, and the Company is not aware of any basis causing it or similar tax or duty is payable its subsidiaries organized under applicable Israeli the laws or regulations of the State of Israel not to be in connection compliance in the future with the creation, issuance Defense Laws because of this Offering or delivery of the Securitiesany other reason.
(xi) Subject to the conditions and qualifications set forth in Preliminary Prospectus and the Prospectus under “Enforcement of Civil Liabilities”, a final and conclusive judgment against the Company for a definitive sum of money entered by any court in the United States may be enforced by an Israeli court.
Appears in 2 contracts
Samples: Underwriting Agreement (SuperCom LTD), Underwriting Agreement (SuperCom LTD)
Israeli Law Matters. (i) The Company has validly appointed Xxxxxxx & AssociatesZysman, 000 Xxxxxxx XxxxxxAharoni, Xxxxx 000and Xxxxxxxx & Worcester, XxxxxxLLP, Xxxxxxxx 0000 Xxxxxxxx, Xxx Xxxx, XX 00000, as its authorized agent for service of process for the transaction contemplated thereunderprocess.
(ii) No proceedings have been instituted in the State of Israel for the dissolution of the Company. The Company is and its Subsidiaries are not currently designated as a “breaching company” (within the meaning of the Israeli Companies Law) by the Registrar of Companies of the State of Israel, nor has a proceeding been instituted by the Registrar of Companies in Israel for the dissolution of the Company or Subsidiaries.
(iii) All grants and issuances of the Company's Ordinary Shares to its, or its Subsidiaries', employees were made pursuant to an employee benefit plan, qualified share option plan or other equity compensation plan as described in the Preliminary Prospectus Registration Statement, the Pricing Disclosure Package and the Prospectus and in accordance with Section 15B(1) of the Israeli Securities Law. With respect to any share options granted (the “Share Options”) (i) each Share Option purported to be issued under Section 102 of the Israel Tax Ordinance qualifies for treatment under that section and for treatment under the capital gains track, (ii) each Share Option intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) so qualifies in all material respects, and (iii) each grant of a Share Option was duly authorized no later than the date on which the grant of such Share Option was by its terms to be effective by all necessary corporate action, in each case, in all material respects, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto.
(iv) Except as set forth in Registration Statement, the SEC ReportsPricing Disclosure Package and the Prospectus, neither the Company nor any of Subsidiary (i) has any outstanding obligations to the Israeli Innovation Authority of the Ministry of Economy and Industry of the State of Israel (the “IIA”), nor (ii) is in material violation with respect to any instrument of approval granted to it by the IIA.
(v) Assuming the Placement Agent, acting on behalf of the Company, has not offered the Ordinary Shares and Warrants or otherwise engaged in solicitation, advertising or any other action constituting an offer to the public under the Israeli Securities Law in Israel, the The Company is not required to publish a prospectus or any other listing document or registration statement in the State of Israel under the laws of the State of Israel in connection with the offer and sale of the Securities. Aside from (i) investors who are specified in the First first Addendum of the Israeli Securities Law that submitted 5728-1968, as amended (the requisite written confirmations in accordance therewith“Israeli Securities Law”), (ii) offers made to employees of the Company in accordance with pursuant to Section 15D 15B(1)(a) of the Israeli Securities Law and offers made pursuant to an applicable prospectus filed under Israeli Securities Law, there were no more than 35 offerees, in the aggregate, to whom the Company and any of its respective representatives (excluding the Placement AgentUnderwriter) made an offering in Israel of any securities of the Company during the in any period of twelve months preceding the date hereof (calculated in the manner set forth in the Israeli Securities Law)months.
(vi) Except as described on Schedule 3.1(ss)in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is in compliance in all material respects with the applicable corporate governance requirements of the Israeli Companies Law, the Israeli Securities Law and the regulations thereunderthereunder and of the TASE.
(vii) Assuming the Placement Agent has Underwriters have not offered the Ordinary Shares and Warrants Offered ADSs or otherwise engaged in solicitation, advertising or any other action constituting an offer to the public under the Israeli Securities Law in Israel, the Company has not engaged in any form of solicitation, advertising or any other action constituting an offer under the under the Israeli Securities Law Law, and the regulations promulgated thereunder, in connection with the transactions contemplated hereby which would require the Company to publish a prospectus in the State of Israel under the laws of the State of Israel.
(viii) Assuming that the Purchasers Underwriters are not otherwise subject to taxation in the State of Israel or has a permanent establishment in Israel, none of the issuance, delivery and sale of the Securities by the Company or the execution and delivery of this Agreement will be subject to any tax (including interest and penalties) imposed on the Purchasers Underwriters by the State of Israel or any political subdivision thereof whether imposed directly or through withholding, provided that in the event that the Warrants are exercised in a cashless exercise, the issuance, delivery and sale of the Warrant Shares by the Company would not be subject to Israeli withholding tax only to the extent that a valid certificate has been issued by the Israel Tax Authority exempting the Company from the duty to withhold Israeli taxes with respect thereto, in which case the Company will reimburse the Purchasers for any such tax withholding.
(ix) Neither the Company, any of its Subsidiaries subsidiaries nor any of its properties or assets has any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment to prior judgment, attachment in aid of execution or otherwise) under the laws of the State of Israel.
(x) No Israeli stamp duty or similar tax or duty is payable under applicable Israeli laws or regulations in connection with the creation, issuance or delivery of the Securities.
(xi) Subject to the conditions and qualifications set forth in Preliminary Prospectus the Registration Statement, the Pricing Disclosure Package and the Prospectus under “Enforcement of Civil Liabilities”Prospectus, a final and conclusive judgment against the Company for a definitive sum of money entered by any court in the United States may be enforced by an Israeli court.
(xii) The Company complies and will comply with all applicable securities laws and other applicable laws, rules and regulations, including those promulgated by the TASE.
Appears in 2 contracts
Samples: Underwriting Agreement (Therapix Biosciences Ltd.), Underwriting Agreement (Therapix Biosciences Ltd.)
Israeli Law Matters. (i1) The Company has validly appointed Xxxxxxx & AssociatesMedigus USA LLC, 000 Xxxx & Xxxxxxx XxxxxxXx., Xxxxx 000Xxxxxxxx, Xxxxxx, Xxxxxxxx XX 00000, as its authorized agent for service of process for the transaction contemplated thereunderprocess.
(ii2) No proceedings have been instituted in the State of Israel for the dissolution of the Company. The Company is not currently designated as a “breaching company” (within the meaning of the Israeli Companies Law, 5759-1999, as amended, and the regulations promulgated thereunder (the “Israeli Companies Law”)) by the Registrar of Companies of the State of Israel, nor has a proceeding Proceeding been instituted by the Registrar of Companies in Israel for the dissolution of the Company or Subsidiaries.
(iii3) All grants and issuances of the Company's Ordinary Shares to its, or its Subsidiaries', employees were made pursuant to an employee benefit plan, qualified share option plan or other equity compensation plan as described in the Preliminary Prospectus Registration Statement, Pricing Disclosure Package and the Prospectus and in accordance with the Israeli Securities Law, 5728-1968, as amended, and the regulations promulgated thereunder (the “Israeli Securities Law”). With respect to any share options granted (the “Share Options”) (i) each Share Option purported to be issued under Section 102 of the Israel Tax Ordinance [New Version] 5721-1961 qualifies for treatment under that section and for treatment under the capital gains track, (ii) each Share Option intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) so qualifies in all material respects, and (iii) each grant of a Share Option was duly authorized no later than the date on which the grant of such Share Option was by its terms to be effective by all necessary corporate action, in each case, in all material respects, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto.
(iv4) Except as set forth in Registration Statement, Pricing Disclosure Package and the SEC ReportsProspectus, neither the Company nor any of Subsidiary (i) has any outstanding obligations to IIA, nor (ii) is in material violation with respect to any instrument of approval granted to it by the IIA.
(v5) Assuming the Placement Agent, acting on behalf of the Company, Underwriter has not offered the Ordinary Shares and Warrants Securities or otherwise engaged in solicitation, advertising or any other action constituting an offer to the public under the Israeli Securities Law in Israel, the Company is not required to publish a prospectus or any other listing document or registration statement in the State of Israel under the laws of the State of Israel in connection with the offer and sale of the Securities. Aside from (i) investors who are specified in the First first Addendum of the Israeli Securities Law that submitted the requisite written confirmations in accordance therewithLaw, (ii) offers made to employees of the Company in accordance with pursuant to Section 15D of the Israeli Securities Law and offers made pursuant to an applicable prospectus filed under Israeli Securities Law, there were no more than 35 offerees, in the aggregate, to whom the Company and any of its respective representatives (excluding the Placement AgentUnderwriter) made an offering in Israel of any securities of the Company during the in any period of twelve months preceding the date hereof (calculated in the manner set forth in the Israeli Securities Law)months.
(vi6) Except as described on Schedule 3.1(ss)in the Registration Statement, Pricing Disclosure Package and the Prospectus, the Company is in compliance in all material respects with the applicable corporate governance requirements of the Israeli Companies Law, the Israeli Securities Law and of the regulations thereunderTASE.
(vii) Assuming the Placement Agent has not offered the Ordinary Shares and Warrants or otherwise engaged in solicitation, advertising or any other action constituting an offer to the public under the Israeli Securities Law in Israel, the Company has not engaged in any form of solicitation, advertising or any other action constituting an offer under the Israeli Securities Law and the regulations promulgated thereunder, in connection with the transactions contemplated hereby which would require the Company to publish a prospectus in the State of Israel under the laws of the State of Israel.
(viii7) Assuming that the Purchasers are Underwriter is not otherwise subject to taxation in Israel due to Israeli tax residence or the State existence of Israel or has a permanent establishment in Israel, none of the issuance, delivery and sale of the Securities by the Company or the execution and delivery of this Agreement will be subject to any tax (including interest and penalties) imposed on the Purchasers Underwriter by the State of Israel or any political subdivision thereof whether imposed directly or through withholding, provided that in the event that the Warrants are exercised in a cashless exercise, the issuance, delivery and sale of the Warrant Shares by the Company would not be subject to Israeli withholding tax only to the extent that a valid certificate has been issued by the Israel Tax Authority exempting the Company from the duty to withhold Israeli taxes with respect thereto, in which case the Company will reimburse the Purchasers for any such tax withholding.
(ix) 8) Neither the Company, any of its Subsidiaries nor any of its properties or assets has any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment to prior judgment, attachment in aid of execution or otherwise) under the laws of the State of Israel.
(x9) No Israeli stamp duty or similar tax or duty is payable under applicable Israeli laws or regulations in connection with the creation, issuance or delivery of the Securities.
(xi10) Subject to the conditions and qualifications set forth in Preliminary Prospectus Registration Statement, Pricing Disclosure Package and the Prospectus under “Enforcement of Civil Liabilities”Prospectus, a final and conclusive judgment against the Company for a definitive sum of money entered by any court in the United States may be enforced by an Israeli court.
(11) The Company complies and will comply in all material respects with all applicable securities laws and other applicable laws, rules and regulations, including those promulgated by the TASE.
Appears in 2 contracts
Samples: Underwriting Agreement (Medigus Ltd.), Underwriting Agreement (Medigus Ltd.)
Israeli Law Matters. (i) Company has validly appointed Xxxxxxx & Associates, 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000, as its authorized agent for service of process for the transaction contemplated thereunder.
(ii) No proceedings 2.46.1 The Subsidiary does not have been instituted in the State of Israel for the dissolution of the Company. The Company is not currently designated as a “breaching company” (within the meaning of the Israeli Companies Law) by the Registrar of Companies of the State of Israel, nor has a proceeding been instituted by the Registrar of Companies in Israel for the dissolution of the Company or Subsidiaries.
(iii) All grants and issuances of the Company's Ordinary Shares to its, or its Subsidiaries', employees were made pursuant to an employee benefit plan, qualified share option plan or other equity compensation plan as described in the Preliminary Prospectus and the Prospectus and in accordance with the Israeli Securities Law. With respect to any share options granted (the “Share Options”) (i) each Share Option purported to be issued under Section 102 of the Israel Tax Ordinance qualifies for treatment under that section and for treatment under the capital gains track, (ii) each Share Option intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) so qualifies in all material respects, and (iii) each grant of a Share Option was duly authorized no later than the date on which the grant of such Share Option was by its terms to be effective by all necessary corporate action, in each case, in all material respects, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto.
(iv) Except as set forth in the SEC Reports, neither the Company nor any of Subsidiary (i) has any outstanding obligations to IIA, nor (ii) is in material violation with respect to any instrument of approval granted to it by the IIA.
(v) Assuming the Placement Agent, acting on behalf of the Company, has not offered the Ordinary Shares and Warrants or otherwise engaged in solicitation, advertising or any other action constituting an offer to the public under the Israeli Securities Law in Israel, the Company is not required to publish a prospectus or any other listing document or registration statement in the State of Israel under the laws of the State of Israel in connection with the offer and sale of the Securities. Aside from (i) investors who are specified in the First Addendum of the Israeli Securities Law that submitted the requisite written confirmations in accordance therewith, (ii) offers made to employees of the Company in accordance with Section 15D of the Israeli Securities Law and offers made pursuant to an applicable prospectus filed under Israeli Securities Law, there were no more than 35 offerees, in the aggregate, to whom the Company and any of its respective representatives (excluding the Placement Agent) made an offering in Israel of any securities of the Company during the period of twelve months preceding the date hereof (calculated in the manner set forth in the Israeli Securities Law).
(vi) Except as described on Schedule 3.1(ss), the Company is in compliance in all material respects with the applicable corporate governance requirements of the Israeli Companies Law, the Israeli Securities Law and the regulations thereunder.
(vii) Assuming the Placement Agent has not offered the Ordinary Shares and Warrants or otherwise engaged in solicitation, advertising or any other action constituting an offer to the public under the Israeli Securities Law in Israel, the Company has not engaged in any form of solicitation, advertising or any other action constituting an offer under the Israeli Securities Law and the regulations promulgated thereunder, in connection with the transactions contemplated hereby which would require the Company to publish a prospectus in the State of Israel under the laws of the State of Israel.
(viii) Assuming that the Purchasers are not otherwise subject to taxation in the State of Israel or has a permanent establishment in Israel, none of the issuance, delivery and sale of the Securities by the Company or the execution and delivery of this Agreement will be subject to any tax (including interest and penalties) imposed on the Purchasers by the State of Israel or any political subdivision thereof whether imposed directly or through withholding, provided that in the event that the Warrants are exercised in a cashless exercise, the issuance, delivery and sale of the Warrant Shares by the Company would not be subject to Israeli withholding tax only to the extent that a valid certificate has been issued by the Israel Tax Authority exempting the Company from the duty to withhold Israeli taxes with respect thereto, in which case the Company will reimburse the Purchasers for any such tax withholding.
(ix) Neither the Company, any of its Subsidiaries nor any of its properties or assets has any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to prior judgment, attachment in aid of execution or otherwise) under the laws of the State of Israel.
(x) 2.46.2 No consent, approval, authorization or order of, or filing, qualification or registration with, any Israeli stamp duty court or similar tax governmental agency or duty body, which has not been made, obtained or taken and is payable under applicable Israeli laws not in full force and effect, is required for the execution, delivery and performance of this Agreement by the Company, the offer or regulations in connection sale of the Shares or the consummation of the transactions contemplated hereby or thereby, other than the obligation to file certain information following the Closing Date with the creationIsraeli Investment Center and the Chief Scientist.
2.46.3 Neither the Company nor the Subsidiary is in violation of any condition or requirement stipulated (A) by any instruments of approval, issuance or delivery granted to it by the Office of the SecuritiesChief Scientist in the Israeli Ministry of Industry, Trade and Labor (the "Chief Scientist"), the Law for Encouragement of Industrial Research and Development, 5744-1984 (the "R&D Law"), or the Bio-Jerusalem Fund (the "Bio-Jerusalem Fund") with respect to any research and development grants or benefits given to the Company or the Subsidiary by the Chief Scientist or the Bio-Jerusalem Fund or (B) with respect to any instrument of approval granted to it by the Investment Center of the Ministry of Industry, Trade and Labor of the State of Israel with respect to grants or benefits given to the Company and the Subsidiary. Neither the Company nor the Subsidiary has received any notice denying, revoking or modifying any "approved enterprise" or "benefited enterprise" or "privileged enterprise" status with respect to any of the Company’s or the Subsidiary's facilities or operations or with respect to any grants or benefits from the Chief Scientist, the Investment Center or the Bio-Jerusalem Fund (including, in all such cases, notice of proceedings or investigations related thereto). All information supplied by the Company or the Subsidiary with respect to the applications or notifications relating to such "approved enterprise" status, "privileged enterprise status" and "benefitted enterprise" status and to grants and benefits from the Chief Scientist, the Investment Center and/or the Bio-Jerusalem Fund was true, correct and complete in all material respects when supplied to the appropriate authorities.
(xi) Subject to the conditions and qualifications set forth in Preliminary Prospectus and the Prospectus under “Enforcement of Civil Liabilities”, a final and conclusive judgment against the Company for a definitive sum of money entered by any court 2.46.4 No proceedings have been instituted in the United States may be enforced by an Israeli courtState of Israel for the dissolution of the Subsidiary.
Appears in 2 contracts
Samples: Placement Agency Agreement (Oramed Pharmaceuticals Inc.), Placement Agency Agreement (Oramed Pharmaceuticals Inc.)
Israeli Law Matters. (i) The Company has validly appointed Xxxxxxx & AssociatesZysman, 000 Xxxxxxx XxxxxxAharoni, Xxxxx 000and Xxxxxxxx & Worcester, XxxxxxLLP, Xxxxxxxx 0000 Xxxxxxxx, Xxx Xxxx, XX 00000, as its authorized agent for service of process for the transaction contemplated thereunderprocess.
(ii) No proceedings have been instituted in the State of Israel for the dissolution of the Company. The Company is and its Subsidiaries are not currently designated as a “breaching company” (within the meaning of the Israeli Companies Law) by the Registrar of Companies of the State of Israel, nor has a proceeding been instituted by the Registrar of Companies in Israel for the dissolution of the Company or Subsidiaries.
(iii) All grants and issuances of the Company's Ordinary Shares to its, or its Subsidiaries', employees were made pursuant to an employee benefit plan, qualified share option plan or other equity compensation plan as described in the Preliminary Prospectus Registration Statement, the Pricing Disclosure Package and the Prospectus and in accordance with Section 15B(1) of the Israeli Securities Law. With respect to any share options granted (the “Share Options”) (i) each Share Option purported to be issued under Section 102 of the Israel Tax Ordinance qualifies for treatment under that section and for treatment under the capital gains track, (ii) each Share Option intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) so qualifies in all material respects, and (iii) each grant of a Share Option was duly authorized no later than the date on which the grant of such Share Option was by its terms to be effective by all necessary corporate action, in each case, in all material respects, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto.
(iv) Except as set forth in Registration Statement, the SEC ReportsPricing Disclosure Package and the Prospectus, neither the Company nor any of Subsidiary (i) has any outstanding obligations to IIAthe Israeli National Authority for Technological Innovation of the Ministry of Economy and Industry of the State of Israel (the “INATI”), nor (ii) is in material violation with respect to any instrument of approval granted to it by the IIAINATI.
(v) Assuming the Placement Agent, acting on behalf of the Company, has not offered the Ordinary Shares and Warrants or otherwise engaged in solicitation, advertising or any other action constituting an offer to the public under the Israeli Securities Law in Israel, the The Company is not required to publish a prospectus or any other listing document or registration statement in the State of Israel under the laws of the State of Israel in connection with the offer and sale of the Securities. Aside from (i) investors who are specified in the First first Addendum of the Israeli Securities Law that submitted 5728-1968, as amended (the requisite written confirmations in accordance therewith“Israeli Securities Law”), (ii) offers made to employees of the Company in accordance with pursuant to Section 15D 15B(1)(a) of the Israeli Securities Law and offers made pursuant to an applicable prospectus filed under Israeli Securities Law, there were no more than 35 offerees, in the aggregate, to whom the Company and any of its respective representatives (excluding the Placement AgentUnderwriter) made an offering in Israel of any securities of the Company during the in any period of twelve months preceding the date hereof (calculated in the manner set forth in the Israeli Securities Law)months.
(vi) Except as described on Schedule 3.1(ss)in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is in compliance in all material respects with the applicable corporate governance requirements of the Israeli Companies Law, the Israeli Securities Law and the regulations thereunderthereunder and of the TASE.
(vii) Assuming the Placement Agent has Underwriters have not offered the Ordinary Shares and Warrants ADS Offered Securities or otherwise engaged in solicitation, advertising or any other action constituting an offer to the public under the Israeli Securities Law in Israel, the Company has not engaged in any form of solicitation, advertising or any other action constituting an offer under the under the Israeli Securities Law Law, and the regulations promulgated thereunder, in connection with the transactions contemplated hereby which would require the Company to publish a prospectus in the State of Israel under the laws of the State of Israel.
(viii) Assuming that the Purchasers Underwriters are not otherwise subject to taxation in the State of Israel or has a permanent establishment in Israel, none of the issuance, delivery and sale of the Securities by the Company or the execution and delivery of this Agreement will be subject to any tax (including interest and penalties) imposed on the Purchasers Underwriters by the State of Israel or any political subdivision thereof whether imposed directly or through withholding, provided that in the event that the Warrants are exercised in a cashless exercise, the issuance, delivery and sale of the Warrant Shares by the Company would not be subject to Israeli withholding tax only to the extent that a valid certificate has been issued by the Israel Tax Authority exempting the Company from the duty to withhold Israeli taxes with respect thereto, in which case the Company will reimburse the Purchasers for any such tax withholding.
(ix) Neither the Company, any of its Subsidiaries subsidiaries nor any of its properties or assets has any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment to prior judgment, attachment in aid of execution or otherwise) under the laws of the State of Israel.
(x) No Israeli stamp duty or similar tax or duty is payable under applicable Israeli laws or regulations in connection with the creation, issuance or delivery of the Securities.
(xi) Subject to the conditions and qualifications set forth in Preliminary Prospectus the Registration Statement, the Pricing Disclosure Package and the Prospectus under “Enforcement of Civil Liabilities”Prospectus, a final and conclusive judgment against the Company for a definitive sum of money entered by any court in the United States may be enforced by an Israeli court.
(xii) The Company complies and will comply with all applicable securities laws and other applicable laws, rules and regulations, including those promulgated by the TASE.
Appears in 1 contract
Israeli Law Matters. (i) Company has validly appointed Xxxxxxx & Associates, 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000, as its authorized agent for service of process for the transaction contemplated thereunder.
(ii) No proceedings have been instituted in the State of Israel for the dissolution of the Company. The Company is not currently designated as a “breaching company” (within the meaning of the Israeli Companies Law) by the Registrar of Companies of the State of Israel, nor has a proceeding been instituted by the Registrar of Companies in Israel for the dissolution of the Company or Subsidiaries.
(iii) All grants and issuances of the Company's Ordinary Shares to its, or its Subsidiaries', employees were made pursuant to an employee benefit plan, qualified share option plan or other equity compensation plan as described in the Preliminary Prospectus and the Prospectus and in accordance with the Israeli Securities Law. With respect to any share options granted (the “Share Options”) (i) each Share Option purported to be issued under Section 102 of the Israel Tax Ordinance qualifies for treatment under that section and for treatment under the capital gains track, (ii) each Share Option intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) so qualifies in all material respects, and (iii) each grant of a Share Option was duly authorized no later than the date on which the grant of such Share Option was by its terms to be effective by all necessary corporate action, in each case, in all material respects, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto.
(iv) Except as set forth in the SEC Reports, neither the Company nor any of Subsidiary (i) has any outstanding obligations to IIA, nor (ii) is in material violation with respect to any instrument of approval granted to it by the IIA.
(v) Assuming the Placement Agent, acting on behalf of the Company, has not offered the Ordinary Shares and Warrants or otherwise engaged in solicitation, advertising or any other action constituting an offer to the public under the Israeli Securities Law in Israel, the Company is not required to publish a prospectus or any other listing document or registration statement in the State of Israel under the laws of the State of Israel in connection with the offer and sale of the Securities. Aside from (i) investors who are specified in the First Addendum of the Israeli Securities Law that submitted the requisite written confirmations in accordance therewith, (ii) offers made to employees of the Company in accordance with Section 15D of the Israeli Securities Law and offers made pursuant to an applicable prospectus filed under Israeli Securities Law, there were no more than 35 offerees, in the aggregate, to whom the Company and any of its respective representatives (excluding the Placement Agent) made an offering in Israel of any securities of the Company during the period of twelve months preceding the date hereof (calculated in the manner set forth in the Israeli Securities Law).
(vi) Except as described on Schedule 3.1(ss3.1(oo), the Company is in compliance in all material respects with the applicable corporate governance requirements of the Israeli Companies Law, the Israeli Securities Law and the regulations thereunder.
(vii) Assuming the Placement Agent has not offered the Ordinary Shares and Warrants or otherwise engaged in solicitation, advertising or any other action constituting an offer to the public under the Israeli Securities Law in Israel, the Company has not engaged in any form of solicitation, advertising or any other action constituting an offer under the Israeli Securities Law and the regulations promulgated thereunder, in connection with the transactions contemplated hereby which would require the Company to publish a prospectus in the State of Israel under the laws of the State of Israel.
(viii) Assuming that the Purchasers are not otherwise subject to taxation in the State of Israel or has a permanent establishment in Israel, or any other present or former connection with Israel, none of the issuance, delivery and sale of the Securities by the Company or the execution and delivery of this Agreement will be subject to any tax (including interest and penalties) imposed on the Purchasers by the State of Israel or any political subdivision thereof whether imposed directly or through withholding, provided that in the event that the Warrants are exercised in a cashless exercise, the issuance, delivery and sale of the Warrant Shares by the Company would not be subject to Israeli withholding tax only to the extent that a valid certificate has been issued by the Israel Tax Authority exempting the Company from the duty to withhold Israeli taxes with respect thereto, in which case the Company will reimburse the Purchasers for any such tax withholding.
(ix) Neither the Company, any of its Subsidiaries nor any of its properties or assets has any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment to prior judgment, attachment in aid of execution or otherwise) under the laws of the State of Israel.
(x) No Israeli stamp duty or similar tax or duty is payable under applicable Israeli laws or regulations in connection with the creation, issuance or delivery of the Securities.
(xi) Subject to the conditions and qualifications set forth in Preliminary Prospectus and the Prospectus under “Enforcement of Civil Liabilities”, a final and conclusive judgment against the Company for a definitive sum of money entered by any court in the United States may be enforced by an Israeli court.
Appears in 1 contract
Israeli Law Matters. (i) The Company has validly appointed Xxxxxxx Zysman, Aharoni, Gxxxx & AssociatesSxxxxxxx & Worcester LLP, 000 Xxxxxxx Xxxxxx1000 Xxxxxxxx, Xxxxx 000Xxx Xxxx, Xxxxxx, Xxxxxxxx XX 00000, as its authorized agent for service of process for the transaction contemplated thereunderprocess.
(ii) No proceedings have been instituted in the State of Israel for the dissolution of the Company. The Company is not currently designated as a “breaching company” (within the meaning of the Israeli Companies Law) by the Registrar of Companies of the State of Israel, nor has a proceeding been instituted by the Registrar of Companies in Israel for the dissolution of the Company or Subsidiaries.
(iii) All grants and issuances of the Company's Ordinary Shares to its, or its Subsidiaries', employees were made pursuant to an employee benefit plan, qualified share option plan or other equity compensation plan as described in the Preliminary Prospectus and the Prospectus and in accordance with the Israeli Securities Law. With respect to any share options granted (the “Share Options”) (i) each Share Option purported to be issued under Section 102 of the Israel Tax Ordinance qualifies for treatment under that section and for treatment under the capital gains track, (ii) each Share Option intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) so qualifies in all material respects, and (iii) each grant of a Share Option was duly authorized no later than the date on which the grant of such Share Option was by its terms to be effective by all necessary corporate action, in each case, in all material respects, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto.
(iv) Except as set forth in the SEC Reports, neither Neither the Company nor any of Subsidiary (i) has any outstanding obligations to IIA, nor (ii) is in material violation with respect to any instrument of approval granted to it by the IIA.
(v) Assuming the Placement Agent, acting on behalf of the Company, has not offered the Ordinary Shares and Warrants or otherwise engaged in solicitation, advertising or any other action constituting an offer to the public under the Israeli Securities Law in Israel, the Company is not required to publish a prospectus or any other listing document or registration statement in the State of Israel its Subsidiaries organized under the laws of the State of Israel nor any of their properties or assets has any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in connection aid of execution or otherwise) under the laws of the State of Israel.
(iii) No consent, approval, authorization or order of, or filing, qualification or registration with, any Israeli court or governmental agency or body, which has not been made, obtained or taken and is not in full force and effect, is required for the execution, delivery and performance of this Agreement by the Company, the offer or sale of the Shares or the consummation of the transactions contemplated hereby or thereby, other than (A) the obligation to file certain information following the Closing and the Option Closing with the offer Israeli Investment Center and the Chief Scientist, if applicable, and (B) the filing of certain notices with the Registrar of Companies in the State of Israel regarding the issuance of shares.
(iv) Assuming none of the Underwriters maintains a permanent establishment in the State of Israel, or is either not subject to taxation in Israel or are exempt from such taxation pursuant to the Israeli Income Tax Ordinance, 1961, or pursuant to the U.S. Israel Income Tax Treaty, then the issuance, delivery and sale of the Securities. Aside from (i) investors who Shares are specified in not subject to any tax imposed by the First Addendum State of the Israeli Securities Law that submitted the requisite written confirmations in accordance therewith, (ii) offers made to employees of the Company in accordance with Section 15D of the Israeli Securities Law and offers made pursuant to an applicable prospectus filed under Israeli Securities Law, there were no more than 35 offerees, in the aggregate, to whom the Company and Israel or any of its respective representatives (excluding the Placement Agent) made an offering in Israel of any securities of the Company during the period of twelve months preceding the date hereof (calculated in the manner set forth in the Israeli Securities Law)political subdivision thereof.
(viv) Except as described on Schedule 3.1(ss), the Company is in compliance in all material respects with the applicable corporate governance requirements of the Israeli Companies Law, the Israeli Securities Law and the regulations thereunder.
(vii) Assuming the Placement Agent has not offered the Ordinary Shares and Warrants or otherwise engaged in solicitation, advertising or any other action constituting an offer to the public under the Israeli Securities Law in Israel, the The Company has not engaged in any form of solicitation, advertising or any other action constituting an offer of securities under the Israeli Securities Law 5728-1968, as amended, and the regulations promulgated thereunderthereunder (collectively, the “Israeli Securities Law”) in connection with the transactions contemplated hereby which would require the Company to publish a prospectus in the State of Israel under the laws of the State of Israel.
(viii) Assuming that the Purchasers are not otherwise subject to taxation in the State of Israel or has a permanent establishment in Israel, none of the issuance, delivery and sale of the Securities by the Company or the execution and delivery of this Agreement will be subject to any tax (including interest and penalties) imposed on the Purchasers by the State of Israel or any political subdivision thereof whether imposed directly or through withholding, provided that in the event that the Warrants are exercised in a cashless exercise, the issuance, delivery and sale of the Warrant Shares by the Company would not be subject to Israeli withholding tax only to the extent that a valid certificate has been issued by the Israel Tax Authority exempting the Company from the duty to withhold Israeli taxes with respect thereto, in which case the Company will reimburse the Purchasers for any such tax withholding.
(ix) Neither the Company, any of its Subsidiaries nor any of its properties or assets has any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment to prior judgment, attachment in aid of execution or otherwise) under the laws of the State of Israel.
(xvi) No Israeli stamp duty or similar tax or duty is payable under applicable Israeli laws or regulations in connection with the creation, issuance or delivery of the SecuritiesShares.
(xivii) Subject to the conditions and qualifications set forth in Preliminary Prospectus the Registration Statement, the General Disclosure Package and the Prospectus under “Enforcement of Civil Liabilities”Prospectus, a final and conclusive judgment against the Company for a definitive sum of money entered by any court in the United States may be enforced by an Israeli court.
(viii) Except as described in the Registration Statement, for a period of 12 months prior to and including the date of the Closing, the Company has not offered or sold any of its securities in Israel, except for the issuance of the Ordinary Shares and options to purchase Ordinary Shares exercisable under the Company’s equity incentive plans, which are exempt from prospectus requirements under the Israeli Securities Law or otherwise as described in the Registration Statement.
(ix) No proceedings have been instituted in the State of Israel for the dissolution of the Company.
(x) The Company acknowledges, understands and agrees that Shares may be sold in Israel only by the Underwriters and only to such Israeli investors listed in the First Addendum to the Israeli Securities Law (the “Addendum”).
Appears in 1 contract
Israeli Law Matters. (i) Company has validly appointed Xxxxxxx & Associates, 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000, as its authorized agent for service of process for the transaction contemplated thereunderprocess.
(ii) No proceedings have been instituted in the State of Israel for the dissolution of the Company. The Company is not currently designated as a “breaching company” (within the meaning of the Israeli Companies Law) by the Registrar of Companies of the State of Israel, nor has a proceeding been instituted by the Registrar of Companies in Israel for the dissolution of the Company or Subsidiaries.
(iii) All grants and issuances of the Company's Ordinary Shares to its, or its Subsidiaries', employees were made pursuant to an employee benefit plan, qualified share option plan or other equity compensation plan as described in the Preliminary Prospectus and the Prospectus and in accordance with the Israeli Securities Law. With respect to any share options granted (the “Share Options”) (i) each Share Option purported to be issued under Section 102 of the Israel Tax Ordinance qualifies for treatment under that section and for treatment under the capital gains track, (ii) each Share Option intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) so qualifies in all material respects, and (iii) each grant of a Share Option was duly authorized no later than the date on which the grant of such Share Option was by its terms to be effective by all necessary corporate action, in each case, in all material respects, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto.
(iv) Except as set forth in the SEC Reports, neither the Company nor any of Subsidiary (i) has any outstanding obligations to IIAINATI, nor (ii) is in material violation with respect to any instrument of approval granted to it by the IIAINATI.
(v) Assuming the Company or the Placement Agent, acting on behalf of the Company, has not offered the Ordinary Shares and Warrants or otherwise engaged in solicitation, advertising or any other action constituting an offer to the public under the Israeli Securities Law in Israel, the Company is not required to publish a prospectus or any other listing document or registration statement in the State of Israel under the laws of the State of Israel in connection with the offer and sale of the Securities. Aside from (i) investors who are specified in the First Addendum of the Israeli Securities Law that submitted the requisite written confirmations in accordance therewith, (ii) offers made to employees of the Company in accordance with pursuant to Section 15D of the Israeli Securities Law and offers made pursuant to an applicable prospectus filed under Israeli Securities Law, there were no more than 35 offerees, in the aggregate, to whom the Company and any of its respective representatives (excluding the Placement Agent) made an offering in Israel of any securities of the Company during the period of twelve months preceding the date hereof (calculated in the manner set forth in the Israeli Securities Law).
(vi) Except as described on Schedule 3.1(ss)in the SEC Reports and the Prospectus Supplement, the Company is in compliance in all material respects with the applicable corporate governance requirements of the Israeli Companies Law, the Israeli Securities Law and the regulations thereunder.
(vii) Assuming the Placement Agent has not offered the Ordinary Shares and Warrants or otherwise engaged in solicitation, advertising or any other action constituting an offer to the public under the Israeli Securities Law in Israel, the Company has not engaged in any form of solicitation, advertising or any other action constituting an offer under the Israeli Securities Law Law, and the regulations promulgated thereunder, in connection with the transactions contemplated hereby which would require the Company to publish a prospectus in the State of Israel under the laws of the State of Israel.
(viii) Assuming that the Purchasers are not otherwise subject to taxation in the State of Israel or has a permanent establishment in Israel, none of the issuance, delivery and sale of the Securities by the Company or the execution and delivery of this Agreement will be subject to any tax (including interest and penalties) imposed on the Purchasers by the State of Israel or any political subdivision thereof whether imposed directly or through withholding, provided that in the event that the Warrants are exercised in a cashless exercise, the issuance, delivery and sale of the Warrant Shares by the Company would not be subject to Israeli withholding tax only to the extent that a valid certificate has been issued by the Israel Tax Authority exempting the Company from the duty to withhold Israeli taxes with respect thereto, in which case the Company will reimburse the Purchasers for any such tax withholding.
(ix) Neither the Company, any of its Subsidiaries nor any of its properties or assets has any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment to prior judgment, attachment in aid of execution or otherwise) under the laws of the State of Israel.
(x) No Israeli stamp duty or similar tax or duty is payable under applicable Israeli laws or regulations in connection with the creation, issuance or delivery of the Securities.
(xi) Subject to the conditions and qualifications set forth in Preliminary Prospectus and the Prospectus under “Enforcement of Civil Liabilities”, a final and conclusive judgment against the Company for a definitive sum of money entered by any court in the United States may be enforced by an Israeli court.
Appears in 1 contract
Israeli Law Matters. (i) The Company has validly appointed Xxxxxxx & AssociatesMedigus USA LLC, 000 Xxxx & Xxxxxxx XxxxxxXx., Xxxxx 000Xxxxxxxx, Xxxxxx, Xxxxxxxx XX 00000, as its authorized agent for service of process for the transaction contemplated thereunderprocess.
(ii) No proceedings have been instituted in the State of Israel for the dissolution of the Company. The Company is not currently designated as a “breaching company” (within the meaning of the Israeli Companies Law) by the Registrar of Companies of the State of Israel, nor has a proceeding been instituted by the Registrar of Companies in Israel for the dissolution of the Company or Subsidiaries.
(iii) All grants and issuances of the Company's Ordinary Shares to its, or its Subsidiaries', employees were made pursuant to an employee benefit plan, qualified share option plan or other equity compensation plan as described in the Preliminary Prospectus and the Prospectus and in accordance with the Israeli Securities Law. With respect to any share options granted (the “Share Options”) (i) each Share Option purported to be issued under Section 102 of the Israel Tax Ordinance qualifies for treatment under that section and for treatment under the capital gains track, (ii) each Share Option intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) so qualifies in all material respects, and (iii) each grant of a Share Option was duly authorized no later than the date on which the grant of such Share Option was by its terms to be effective by all necessary corporate action, in each case, in all material respects, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto.
(iv) Except as set forth in Preliminary Prospectus and the SEC ReportsProspectus, neither the Company nor any of Subsidiary (i) has any outstanding obligations to IIAINATI, nor (ii) is in material violation with respect to any instrument of approval granted to it by the IIAINATI.
(v) Assuming the Company or the Placement Agent, acting on behalf of the Company, has not offered the Ordinary Shares ADSs and Warrants or otherwise engaged in solicitation, advertising or any other action constituting an offer to the public under the Israeli Securities Law in Israel, the Company is not required to publish a prospectus or any other listing document or registration statement in the State of Israel under the laws of the State of Israel in connection with the offer and sale of the Securities. Aside from (i) investors who are specified in the First first Addendum of the Israeli Securities Law that submitted the requisite written confirmations in accordance therewithLaw, (ii) offers made to employees of the Company in accordance with pursuant to Section 15D of the Israeli Securities Law and offers made pursuant to an applicable prospectus filed under Israeli Securities Law, there were no more than 35 offerees, in the aggregate, to whom the Company and any of its respective representatives (excluding the Placement AgentUnderwriter) made an offering in Israel of any securities of the Company during the in any period of twelve months preceding the date hereof (calculated in the manner set forth in the Israeli Securities Law)months.
(vi) Except as described on Schedule 3.1(ss)in the Preliminary Prospectus and the Prospectus, the Company is in compliance in all material respects with the applicable corporate governance requirements of the Israeli Companies Law, the Israeli Securities Law and the regulations thereunderthereunder and of the TASE.
(vii) Assuming the Placement Agent has not offered the Ordinary Shares ADSs and Warrants or otherwise engaged in solicitation, advertising or any other action constituting an offer to the public under the Israeli Securities Law in Israel, the Company has not engaged in any form of solicitation, advertising or any other action constituting an offer under the under the Israeli Securities Law Law, and the regulations promulgated thereunder, in connection with the transactions contemplated hereby which would require the Company to publish a prospectus in the State of Israel under the laws of the State of Israel.
(viii) Assuming that the Purchasers are not otherwise subject to taxation in the State of Israel or has a permanent establishment in Israel, none of the issuance, delivery and sale of the Securities by the Company or the execution and delivery of this Agreement will be subject to any tax (including interest and penalties) imposed on the Purchasers by the State of Israel or any political subdivision thereof whether imposed directly or through withholding, provided that in the event that the Warrants are exercised in a cashless exercise, the issuance, delivery and sale of the Warrant Shares by the Company would not be subject to Israeli withholding tax only to the extent that a valid certificate has been issued by the Israel Tax Authority exempting the Company from the duty to withhold Israeli taxes with respect thereto, in which case the Company will reimburse the Purchasers for any such tax withholding.
(ix) Neither the Company, any of its Subsidiaries nor any of its properties or assets has any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment to prior judgment, attachment in aid of execution or otherwise) under the laws of the State of Israel.
(x) No Israeli stamp duty or similar tax or duty is payable under applicable Israeli laws or regulations in connection with the creation, issuance or delivery of the Securities.
(xi) Subject to the conditions and qualifications set forth in Preliminary Prospectus and the Prospectus under “Enforcement of Civil Liabilities”Prospectus, a final and conclusive judgment against the Company for a definitive sum of money entered by any court in the United States may be enforced by an Israeli court.
(xii) The Company complies and will comply in all material respects with all applicable securities laws and other applicable laws, rules and regulations, including those promulgated by the TASE.
Appears in 1 contract
Israeli Law Matters. (i) Company has validly appointed Xxxxxxx & Associates, 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000, 2.46.1 Subject to conducting the Offering as its authorized agent provided for service of process for the transaction contemplated thereunder.
(ii) No proceedings have been instituted in the State of Israel for the dissolution of the Company. The Company is not currently designated as a Section titled “breaching companyUnderwriting” (within the meaning of the Israeli Companies Law) by the Registrar of Companies of the State of Israel, nor has a proceeding been instituted by the Registrar of Companies in Israel for the dissolution of the Company or Subsidiaries.
(iii) All grants and issuances of the Company's Ordinary Shares to its, or its Subsidiaries', employees were made pursuant to an employee benefit plan, qualified share option plan or other equity compensation plan as described in the Preliminary Prospectus and the Prospectus and in accordance with the Israeli Securities Law. With respect to any share options granted (the “Share Options”) (i) each Share Option purported to be issued under Section 102 of the Israel Tax Ordinance qualifies for treatment under that section and for treatment under the capital gains track, (ii) each Share Option intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) so qualifies in all material respects, and (iii) each grant of a Share Option was duly authorized no later than the date on which the grant of such Share Option was by its terms to be effective by all necessary corporate action, in each case, in all material respects, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto.
(iv) Except as set forth in the SEC Reports, neither the Company nor any of Subsidiary (i) has any outstanding obligations to IIA, nor (ii) is in material violation with respect to any instrument of approval granted to it by the IIA.
(v) Assuming the Placement Agent, acting on behalf of the Company, has not offered the Ordinary Shares and Warrants or otherwise engaged in solicitation, advertising or any other action constituting an offer to the public under the Israeli Securities Law in IsraelProspectus, the Company is not required to publish a prospectus or any other listing document or registration statement in the State of Israel under the laws of the State of Israel in connection with respect to the offer and sale of the Public Securities. Aside .
2.46.2 Neither of the Company’s Subsidiaries that is organized under the laws of the State of Israel nor any of their properties or assets has any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise) under the laws of the State of Israel.
2.46.3 Neither the Company nor any of its Subsidiaries is (i) investors who are specified in violation of any condition or requirement stipulated (A) by any instruments of approval, granted to it by the Office of the Chief Scientist in the First Addendum Israeli Ministry of Industry, Trade and Labor (the “Chief Scientist”) with respect to any research and development grants or benefits given to the Company or any of its Subsidiaries by the Chief Scientist, or (B) with respect to any instrument of approval granted to it by the Investment Center of the Israeli Securities Law that submitted the requisite written confirmations in accordance therewithMinistry of Industry, (ii) offers made to employees Trade and Labor of the State of Israel (the “Investment Center”) with respect to grants or benefits given to the Company in accordance or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received any notice denying, revoking or modifying any “approved enterprise” or “benefited enterprise” or “preferred enterprise” status with Section 15D respect to any of the Israeli Securities Law and offers made pursuant Company’s or Subsidiary’s facilities or operations or with respect to an applicable prospectus filed under Israeli Securities Law, there were no more than 35 offereesany grants or benefits from the Chief Scientist or the Investment Center (including, in all such cases, notice of proceedings or investigations related thereto). All information supplied by the aggregateCompany with respect to the applications or notifications relating to such “approved enterprise” status, “privileged enterprise status” and “preferred enterprise” status and to grants and benefits from the Chief Scientist and/or the Investment Center was true, correct and complete in all material respects when supplied to the appropriate authorities.
2.46.4 There are no proceedings that have been instituted in the State of Israel for the dissolution of any Subsidiary.
2.46.5 Assuming that the Underwriters do not maintain a permanent establishment in the State of Israel, are not otherwise subject to taxation in the State of Israel, or are exempt therefrom, to whom the Company’s knowledge, the issuance, delivery and sale to the Underwriters of the Securities to be sold by the Company hereunder, or any of them, should not cause the Underwriters to be subject to any tax imposed by the State of Israel or any political subdivision thereof.
2.46.6 Without limiting the generality of the foregoing, the Company and any of its respective representatives (excluding the Placement Agent) made an offering in Israel of any securities of the Company during the period of twelve months preceding the date hereof (calculated in the manner set forth in the Israeli Securities Law).
(vi) Except as described on Schedule 3.1(ss), the Company is Subsidiaries are in compliance in all material respects with the applicable corporate governance requirements labor and employment laws and collective bargaining agreements and extension orders in respect of their employees in the Israeli Companies Law, the Israeli Securities Law and the regulations thereunderState of Israel.
(vii) Assuming the Placement Agent has not offered the Ordinary Shares and Warrants or otherwise engaged in solicitation, advertising or any other action constituting an offer to the public under the Israeli Securities Law in Israel, the 2.46.7 The Company has not engaged and will not engage in any form of solicitation, advertising or any other action constituting an offer under the Israeli Securities Law 5728-1968, as amended, and the regulations promulgated thereunderthereunder (collectively, the “Israeli Securities Law”) in connection with the transactions contemplated hereby which would require the Company to publish a prospectus in the State of Israel under the laws of the State of Israel.
2.46.8 For a period of twelve (viii12) Assuming that months prior to and including the Purchasers are date of the Closing Date, the Company has not otherwise subject to taxation in the State offered or sold any of Israel or has a permanent establishment its securities in Israel, none except for the issuance of options or similar securities exercisable under the issuanceCompany’s equity incentive plans, which are exempt from prospectus requirements under the Israeli Securities Law.
2.46.9 The Company acknowledges, understands and agrees that the Securities may be sold in Israel only by the Underwriters and only to such Israeli investors listed in the First Addendum to the Israeli Securities Law.
2.46.10 No consent, approval, authorization or order of, or filing, qualification or registration with, any Israeli court or governmental agency or body, which has not been made, obtained or taken and is not in full force and effect, is required for the execution, delivery and performance of this Agreement and the Representative’s Warrant by the Company, the offer or sale of the Pubic Securities by and the Company Representative Warrant or the execution consummation of the transactions contemplated hereby or thereby, other than the obligation, if any, to file certain information following the Closing and delivery the Option Closing with the Israeli Investment Center and the Chief Scientist.
2.46.11 The Company, and each of this Agreement will be subject its Subsidiaries, has been at all times and is, in material compliance with all legal requirements that apply to any tax (including interest the development, design, manufacturing, marketing, distribution, using and penalties) imposed on the Purchasers by the State exporting of Israel or any political subdivision thereof whether imposed directly or through withholdingequipment that may have military use, provided that in the event that the Warrants are exercised in a cashless exerciseincluding, without limitation, the issuanceSecurity Corporations Law (protection of security interests), delivery 5766-2006, the Defense Export Control Law, 5767-2007 and sale of the Warrant Shares by the Company would not be subject to Israeli withholding tax only similar laws, as well as all regulations and orders enacted under such laws (“Defense Laws”) to the extent that a valid certificate has been issued by such Defense Laws are applicable to the Israel Tax Authority exempting business and/or operations of the Company from the duty to withhold Israeli taxes with respect theretoand each of its Subsidiaries, in which case and the Company will reimburse the Purchasers for is not aware of any such tax withholding.
(ix) Neither the Company, any of basis causing it or its Subsidiaries nor any of its properties or assets has any immunity from not to be in compliance in the jurisdiction of any court or from any legal process (whether through service or notice, attachment to prior judgment, attachment in aid of execution or otherwise) under the laws of the State of Israel.
(x) No Israeli stamp duty or similar tax or duty is payable under applicable Israeli laws or regulations in connection future with the creation, issuance Defense Laws because of this Offering or delivery of the Securitiesany other reason.
(xi) Subject to the conditions and qualifications set forth in Preliminary Prospectus and the Prospectus under “Enforcement of Civil Liabilities”, a final and conclusive judgment against the Company for a definitive sum of money entered by any court in the United States may be enforced by an Israeli court.
Appears in 1 contract
Samples: Underwriting Agreement (Micronet Enertec Technologies, Inc.)
Israeli Law Matters. (i) Company has validly appointed Xxxxxxx & Associates, 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000, as its authorized agent for service of process for the transaction contemplated thereunder.
(ii) No proceedings i. The Subsidiary does not have been instituted in the State of Israel for the dissolution of the Company. The Company is not currently designated as a “breaching company” (within the meaning of the Israeli Companies Law) by the Registrar of Companies of the State of Israel, nor has a proceeding been instituted by the Registrar of Companies in Israel for the dissolution of the Company or Subsidiaries.
(iii) All grants and issuances of the Company's Ordinary Shares to its, or its Subsidiaries', employees were made pursuant to an employee benefit plan, qualified share option plan or other equity compensation plan as described in the Preliminary Prospectus and the Prospectus and in accordance with the Israeli Securities Law. With respect to any share options granted (the “Share Options”) (i) each Share Option purported to be issued under Section 102 of the Israel Tax Ordinance qualifies for treatment under that section and for treatment under the capital gains track, (ii) each Share Option intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) so qualifies in all material respects, and (iii) each grant of a Share Option was duly authorized no later than the date on which the grant of such Share Option was by its terms to be effective by all necessary corporate action, in each case, in all material respects, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto.
(iv) Except as set forth in the SEC Reports, neither the Company nor any of Subsidiary (i) has any outstanding obligations to IIA, nor (ii) is in material violation with respect to any instrument of approval granted to it by the IIA.
(v) Assuming the Placement Agent, acting on behalf of the Company, has not offered the Ordinary Shares and Warrants or otherwise engaged in solicitation, advertising or any other action constituting an offer to the public under the Israeli Securities Law in Israel, the Company is not required to publish a prospectus or any other listing document or registration statement in the State of Israel under the laws of the State of Israel in connection with the offer and sale of the Securities. Aside from (i) investors who are specified in the First Addendum of the Israeli Securities Law that submitted the requisite written confirmations in accordance therewith, (ii) offers made to employees of the Company in accordance with Section 15D of the Israeli Securities Law and offers made pursuant to an applicable prospectus filed under Israeli Securities Law, there were no more than 35 offerees, in the aggregate, to whom the Company and any of its respective representatives (excluding the Placement Agent) made an offering in Israel of any securities of the Company during the period of twelve months preceding the date hereof (calculated in the manner set forth in the Israeli Securities Law).
(vi) Except as described on Schedule 3.1(ss), the Company is in compliance in all material respects with the applicable corporate governance requirements of the Israeli Companies Law, the Israeli Securities Law and the regulations thereunder.
(vii) Assuming the Placement Agent has not offered the Ordinary Shares and Warrants or otherwise engaged in solicitation, advertising or any other action constituting an offer to the public under the Israeli Securities Law in Israel, the Company has not engaged in any form of solicitation, advertising or any other action constituting an offer under the Israeli Securities Law and the regulations promulgated thereunder, in connection with the transactions contemplated hereby which would require the Company to publish a prospectus in the State of Israel under the laws of the State of Israel.
(viii) Assuming that the Purchasers are not otherwise subject to taxation in the State of Israel or has a permanent establishment in Israel, none of the issuance, delivery and sale of the Securities by the Company or the execution and delivery of this Agreement will be subject to any tax (including interest and penalties) imposed on the Purchasers by the State of Israel or any political subdivision thereof whether imposed directly or through withholding, provided that in the event that the Warrants are exercised in a cashless exercise, the issuance, delivery and sale of the Warrant Shares by the Company would not be subject to Israeli withholding tax only to the extent that a valid certificate has been issued by the Israel Tax Authority exempting the Company from the duty to withhold Israeli taxes with respect thereto, in which case the Company will reimburse the Purchasers for any such tax withholding.
(ix) Neither the Company, any of its Subsidiaries nor any of its properties or assets has any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to prior judgment, attachment in aid of execution or otherwise) under the laws of the State of Israel.
ii. No consent, approval, authorization or order of, or filing, qualification or registration with, any Israeli court or governmental agency or body, which has not been made, obtained or taken and is not in full force and effect, is required for the execution, delivery and performance of this Agreement by the Company, the offer or sale of the Placement Shares or the consummation of the transactions contemplated hereby or thereby, other than the obligation to file certain information following the Applicable Time with the Israeli Investment Center and the Office of the Chief Scientist in the Israeli Ministry of Economy (xthe “Chief Scientist”).
iii. Neither the Company nor the Subsidiary is in violation of any condition or requirement stipulated (A) by any instruments of approval, granted to it by the Chief Scientist, the Law for Encouragement of Industrial Research and Development, 5744-1984 (the “R&D Law”), or the Bio-Jerusalem Fund (the “Bio-Jerusalem Fund”) with respect to any research and development grants or benefits given to the Company or the Subsidiary by the Chief Scientist or the Bio-Jerusalem Fund or (B) with respect to any instrument of approval granted to it by the Investment Center of the Ministry of Industry, Trade and Labor of the State of Israel with respect to grants or benefits given to the Company and the Subsidiary. Neither the Company nor the Subsidiary has received any notice denying, revoking or modifying any “approved enterprise” or “benefited enterprise” or “privileged enterprise” status with respect to any of the Company’s or the Subsidiary’s facilities or operations or with respect to any grants or benefits from the Chief Scientist, the Investment Center or the Bio-Jerusalem Fund (including, in all such cases, notice of proceedings or investigations related thereto). All information supplied by the Company or the Subsidiary with respect to the applications or notifications relating to such “approved enterprise” status, “privileged enterprise status” and “benefitted enterprise” status and to grants and benefits from the Chief Scientist, the Investment Center and/or the Bio-Jerusalem Fund was true, correct and complete in all material respects when supplied to the appropriate authorities.
iv. No Israeli stamp duty proceedings have been instituted in the State of Israel for the dissolution of the Subsidiary. Any certificate signed by an officer of the Company and delivered to MLV or similar tax to counsel for MLV pursuant to or duty is payable under applicable Israeli laws or regulations in connection with this Agreement shall be deemed to be a representation and warranty by the creationCompany, issuance or delivery of the Securities.
(xi) Subject as applicable, to MLV as to the conditions and qualifications matters set forth in Preliminary Prospectus and the Prospectus under “Enforcement of Civil Liabilities”, a final and conclusive judgment against the Company for a definitive sum of money entered by any court in the United States may be enforced by an Israeli courttherein.
Appears in 1 contract
Samples: At the Market Issuance Sales Agreement (Oramed Pharmaceuticals Inc.)
Israeli Law Matters. (i1) The Company has validly appointed Xxxxxxx & Associates, 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000, 00000 as its authorized agent for service of process for the transaction contemplated thereunderprocess.
(ii2) No proceedings have been instituted in the State of Israel for the dissolution of the Company. The Company is not currently designated as a “breaching company” (within the meaning of the Israeli Companies Law) by the Registrar of Companies of the State of Israel, nor has a proceeding Proceeding been instituted by the Registrar of Companies in Israel for the dissolution of the Company or Subsidiaries.
(iii3) All grants and issuances of the Company's Ordinary Shares to its, or its Subsidiaries', employees were made pursuant to an employee benefit plan, qualified share option plan or other equity compensation plan as described in the Preliminary Prospectus Registration Statement, Pricing Disclosure Package and the Prospectus and in accordance with the Israeli Securities Law, 5728-1968, as amended, and the regulations promulgated thereunder (the “Israeli Securities Law”). With respect to any share options granted (the “Share Options”) (i) each Share Option purported to be issued under Section 102 of the Israel Tax Ordinance [New Version] 5721-1961 qualifies for treatment under that section and for treatment under the capital gains track, (ii) each Share Option intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) so qualifies in all material respects, and (iii) each grant of a Share Option was duly authorized no later than the date on which the grant of such Share Option was by its terms to be effective by all necessary corporate action, in each case, in all material respects, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto.
(iv4) Except as set forth in Registration Statement, Pricing Disclosure Package and the SEC ReportsProspectus, neither the Company nor any of Subsidiary (i) has any outstanding obligations to IIA, nor (ii) is in material violation with respect to any instrument of approval granted to it by the IIA.
(v5) Assuming the Placement Agent, acting on behalf of the Company, each Underwriter has not offered the Ordinary Shares and Warrants Securities or otherwise engaged in solicitation, advertising or any other action constituting an offer to the public under the Israeli Securities Law in Israel, the Company is not required to publish a prospectus or any other listing document or registration statement in the State of Israel under the laws of the State of Israel in connection with the offer and sale of the Securities. Aside from (i) investors who are specified in the First first Addendum of the Israeli Securities Law that submitted the requisite written confirmations in accordance therewithLaw, (ii) offers made to employees of the Company in accordance with pursuant to Section 15D of the Israeli Securities Law and offers made pursuant to an applicable prospectus filed under Israeli Securities Law, there were no more than 35 offerees, in the aggregate, to whom the Company and any of its respective representatives (excluding the Placement AgentUnderwriters) made an offering in Israel of any securities of the Company during the in any period of twelve months preceding the date hereof (calculated in the manner set forth in the Israeli Securities Law)months.
(vi6) Except as described on Schedule 3.1(ss)in the Registration Statement, Pricing Disclosure Package and the Prospectus, the Company is in compliance in all material respects with the applicable corporate governance requirements of the Israeli Companies Law, Law and the Israeli Securities Law and the regulations thereunderLaw.
(vii) Assuming the Placement Agent has not offered the Ordinary Shares and Warrants or otherwise engaged in solicitation, advertising or any other action constituting an offer to the public under the Israeli Securities Law in Israel, the Company has not engaged in any form of solicitation, advertising or any other action constituting an offer under the Israeli Securities Law and the regulations promulgated thereunder, in connection with the transactions contemplated hereby which would require the Company to publish a prospectus in the State of Israel under the laws of the State of Israel.
(viii7) Assuming that the Purchasers are each Underwriter is not otherwise subject to taxation in Israel due to Israeli tax residence or the State existence of Israel or has a permanent establishment in Israel, none of the issuance, delivery and sale of the Securities by the Company or the execution and delivery of this Agreement will be subject to any tax (including interest and penalties) imposed on the Purchasers Underwriters by the State of Israel or any political subdivision thereof whether imposed directly or through withholding, provided that in the event that the Warrants are exercised in a cashless exercise, the issuance, delivery and sale of the Warrant Shares by the Company would not be subject to Israeli withholding tax only to the extent that a valid certificate has been issued by the Israel Tax Authority exempting the Company from the duty to withhold Israeli taxes with respect thereto, in which case the Company will reimburse the Purchasers for any such tax withholding.
(ix) 8) Neither the Company, any of its Subsidiaries nor any of its properties or assets has any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment to prior judgment, attachment in aid of execution or otherwise) under the laws of the State of Israel.
(x9) No Israeli stamp duty or similar tax or duty is payable under applicable Israeli laws or regulations in connection with the creation, issuance or delivery of the Securities.
(xi10) Subject to the conditions and qualifications set forth in Preliminary Prospectus Registration Statement, Pricing Disclosure Package and the Prospectus under “Enforcement of Civil Liabilities”Prospectus, a final and conclusive judgment against the Company for a definitive sum of money entered by any court in the United States may be enforced by an Israeli court.
(11) The Company complies and will comply in all material respects with all applicable securities laws and other applicable laws, rules and regulations.
Appears in 1 contract
Samples: Underwriting Agreement (Cellect Biotechnology Ltd.)
Israeli Law Matters. (i) The Company has validly appointed Xxxxxxx & Associates, 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000Rosetta Genomics Inc., as its authorized agent for service of process for the transaction contemplated thereunderprocess.
(ii) No proceedings have been instituted in the State of Israel for the dissolution of the Company. The Company is not currently designated as a “breaching company” (within the meaning of the Israeli Companies Law) by the Registrar of Companies of the State of Israel, nor has a proceeding been instituted by the Registrar of Companies in Israel for the dissolution of the Company or Subsidiaries.
(iii) All grants and issuances of the Company's Ordinary Shares to its, or its Subsidiaries', employees were made pursuant to an employee benefit plan, qualified share option plan or other equity compensation plan as described in the Preliminary Prospectus and the Prospectus and in accordance with the Israeli Securities Law. With respect to any share options granted (the “Share Options”) (i) each Share Option purported to be issued under Section 102 of the Israel Tax Ordinance qualifies for treatment under that section and for treatment under the capital gains track, (ii) each Share Option intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) so qualifies in all material respects, and (iii) each grant of a Share Option was duly authorized no later than the date on which the grant of such Share Option was by its terms to be effective by all necessary corporate action, in each case, in all material respects, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto.
(iv) Except as set forth in Preliminary Prospectus and the SEC ReportsProspectus, neither the Company nor any of Subsidiary (i) has any outstanding obligations to IIAINATI, nor (ii) is in material violation with respect to any instrument of approval granted to it by the IIAINATI.
(v) Assuming the Company or the Placement Agent, acting on behalf of the Company, has not offered the Ordinary Shares and Warrants or otherwise engaged in solicitation, advertising or any other action constituting an offer to the public under the Israeli Securities Law in Israel, the Company is not required to publish a prospectus or any other listing document or registration statement in the State of Israel under the laws of the State of Israel in connection with the offer and sale of the Securities. Aside from (i) investors who are specified in the First first Addendum of the Israeli Securities Law that submitted the requisite written confirmations in accordance therewithLaw, (ii) offers made to employees of the Company in accordance with pursuant to Section 15D of the Israeli Securities Law and offers made pursuant to an applicable prospectus filed under Israeli Securities Law, there were no more than 35 offerees, in the aggregate, to whom the Company and any of its respective representatives (excluding the Placement AgentUnderwriter) made an offering in Israel of any securities of the Company during the in any period of twelve months preceding the date hereof (calculated in the manner set forth in the Israeli Securities Law)months.
(vi) Except as described on Schedule 3.1(ss)in the Preliminary Prospectus and the Prospectus, the Company is in compliance in all material respects with the applicable corporate governance requirements of the Israeli Companies Law, the Israeli Securities Law and the regulations thereunder.
(vii) Assuming the Placement Agent has not offered the Ordinary Shares and Warrants or otherwise engaged in solicitation, advertising or any other action constituting an offer to the public under the Israeli Securities Law in Israel, the Company has not engaged in any form of solicitation, advertising or any other action constituting an offer under the under the Israeli Securities Law Law, and the regulations promulgated thereunder, in connection with the transactions contemplated hereby which would require the Company to publish a prospectus in the State of Israel under the laws of the State of Israel.
(viii) Assuming that the Purchasers are not otherwise subject to taxation in the State of Israel or has a permanent establishment in Israel, none of the issuance, delivery and sale of the Securities by the Company or the execution and delivery of this Agreement will be subject to any tax (including interest and penalties) imposed on the Purchasers by the State of Israel or any political subdivision thereof whether imposed directly or through withholding, provided that in the event that the Warrants are exercised in a cashless exercise, the issuance, delivery and sale of the Warrant Shares by the Company would not be subject to Israeli withholding tax only to the extent that a valid certificate has been issued by the Israel Tax Authority exempting the Company from the duty to withhold Israeli taxes with respect thereto, in which case the Company will reimburse the Purchasers for any such tax withholding.
(ix) Neither the Company, any of its Subsidiaries nor any of its properties or assets has any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment to prior judgment, attachment in aid of execution or otherwise) under the laws of the State of Israel.
(x) No Israeli stamp duty or similar tax or duty is payable under applicable Israeli laws or regulations in connection with the creation, issuance or delivery of the Securities.
(xi) Subject to the conditions and qualifications set forth in Preliminary Prospectus and the Prospectus under “Enforcement of Civil Liabilities”Prospectus, a final and conclusive judgment against the Company for a definitive sum of money entered by any court in the United States may be enforced by an Israeli court. (oo) (xii) The Company complies and will comply in all material respects with all applicable securities laws and other applicable laws, rules and regulations.
Appears in 1 contract
Samples: Securities Purchase Agreement (Rosetta Genomics Ltd.)
Israeli Law Matters. (i) Company has validly appointed Xxxxxxx & Associates, 000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000, as its authorized agent for service of process for the transaction contemplated thereunderhereunder.
(ii) No proceedings have been instituted in the State of Israel for the dissolution of the Company. The Except as set forth in Schedule 3.1(b), the Company is not currently designated as a “breaching company” (within the meaning of the Israeli Companies Law) by the Registrar of Companies of the State of Israel, nor has a proceeding been instituted by the Registrar of Companies in Israel for the dissolution of the Company or Subsidiaries.
(iii) All grants and issuances of the Company's Ordinary Shares to its, or its Subsidiaries', employees were made pursuant to an employee benefit plan, qualified share option plan or other equity compensation plan as described in the Preliminary Prospectus and the Prospectus and in accordance with the Israeli Securities Law. With respect to any share options granted (the “Share Options”) (i) each Share Option purported to be issued under Section 102 of the Israel Tax Ordinance qualifies for treatment under that section and for treatment under the capital gains track, (ii) each Share Option intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) so qualifies in all material respects, and (iii) each grant of a Share Option was duly authorized no later than the date on which the grant of such Share Option was by its terms to be effective by all necessary corporate action, in each case, in all material respects, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto.
(iv) Except as set forth in the SEC Reports, neither the Company nor any of Subsidiary (i) has any outstanding obligations to IIAINATI, nor (ii) is in material violation with respect to any instrument of approval granted to it by the IIAINATI.
(v) Assuming the Company or the Placement Agent, acting on behalf of the Company, has not offered the Ordinary Shares and Warrants or otherwise engaged in solicitation, advertising or any other action constituting an offer to the public under the Israeli Securities Law in Israel, the Company is not required to publish a prospectus or any other listing document or registration statement in the State of Israel under the laws of the State of Israel in connection with the offer and sale of the Securities. Aside from (i) investors who are specified in the First Addendum of the Israeli Securities Law that submitted the requisite written confirmations in accordance therewith, (ii) offers made to employees of the Company in accordance with pursuant to Section 15D of the Israeli Securities Law and offers made pursuant to an applicable prospectus filed under Israeli Securities Law, there were no more than 35 offerees, in the aggregate, to whom the Company and any of its respective representatives (excluding the Placement Agent) made an offering in Israel of any securities of the Company during the period of twelve months preceding the date hereof (calculated in the manner set forth in the Israeli Securities Law).
(vi) Except as described on Schedule 3.1(ss)set forth in the SEC Reports, the Company is in compliance in all material respects with the applicable corporate governance requirements of the Israeli Companies Law, the Israeli Securities Law and the regulations thereunder.
(vii) Assuming the Placement Agent has not offered the Ordinary Shares and Warrants or otherwise engaged in solicitation, advertising or any other action constituting an offer to the public under the Israeli Securities Law in Israel, the Company has not engaged in any form of solicitation, advertising or any other action constituting an offer under the Israeli Securities Law Law, and the regulations promulgated thereunder, in connection with the transactions contemplated hereby which would require the Company to publish a prospectus in the State of Israel under the laws of the State of Israel.
(viii) Assuming that the Purchasers are not otherwise subject to taxation in the State of Israel or has a permanent establishment in Israel, none of the issuance, delivery and sale of the Securities by the Company or the execution and delivery of this Agreement will be subject to any tax (including interest and penalties) imposed on the Purchasers by the State of Israel or any political subdivision thereof whether imposed directly or through withholding, provided that in the event that the Warrants are exercised in a cashless exercise, the issuance, delivery and sale of the Warrant Shares by the Company would not be subject to Israeli withholding tax only to the extent that a valid certificate has been issued by the Israel Tax Authority exempting the Company from the duty to withhold Israeli taxes with respect thereto, in which case the Company will reimburse the Purchasers for any such tax withholding.
(ix) Neither the Company, any of its Subsidiaries nor any of its properties or assets has any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment to prior judgment, attachment in aid of execution or otherwise) under the laws of the State of Israel.
(x) No Israeli stamp duty or similar tax or duty is payable under applicable Israeli laws or regulations in connection with the creation, issuance or delivery of the Securities.
(xi) Subject to the conditions and qualifications set forth in Preliminary Prospectus and the Prospectus under “Enforcement of Civil Liabilities”, a final and conclusive judgment against the Company for a definitive sum of money entered by any court in the United States may be enforced by an Israeli court.
Appears in 1 contract
Israeli Law Matters. (i) Company has validly appointed Xxxxxxx Pxxxxxx & Associates, 000 800 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000, as its authorized agent for service of process for the transaction contemplated thereunderprocess.
(ii) No proceedings have been instituted in the State of Israel for the dissolution of the Company. The Company is not currently designated as a “breaching company” (within the meaning of the Israeli Companies Law) by the Registrar of Companies of the State of Israel, nor has a proceeding been instituted by the Registrar of Companies in Israel for the dissolution of the Company or Subsidiaries.
(iii) All grants and issuances of the Company's Ordinary Shares to its, or its Subsidiaries', employees were made pursuant to an employee benefit plan, qualified share option plan or other equity compensation plan as described in the Preliminary Prospectus and the Prospectus and in accordance with the Israeli Securities Law. With respect to any share options granted (the “Share Options”) (i) each Share Option purported to be issued under Section 102 of the Israel Tax Ordinance qualifies for treatment under that section and for treatment under the capital gains track, (ii) each Share Option intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) so qualifies in all material respects, and (iii) each grant of a Share Option was duly authorized no later than the date on which the grant of such Share Option was by its terms to be effective by all necessary corporate action, in each case, in all material respects, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto.
(iv) Except as set forth in the SEC Reports, neither the Company nor any of Subsidiary (i) has any outstanding obligations to IIAINATI, nor (ii) is in material violation with respect to any instrument of approval granted to it by the IIAINATI.
(v) Assuming the Company or the Placement Agent, acting on behalf of the Company, has not offered the Ordinary Shares and Warrants or otherwise engaged in solicitation, advertising or any other action constituting an offer to the public under the Israeli Securities Law in Israel, the Company is not required to publish a prospectus or any other listing document or registration statement in the State of Israel under the laws of the State of Israel in connection with the offer and sale of the Securities. Aside from (i) investors who are specified in the First Addendum of the Israeli Securities Law that submitted the requisite written confirmations in accordance therewith, (ii) offers made to employees of the Company in accordance with pursuant to Section 15D of the Israeli Securities Law and offers made pursuant to an applicable prospectus filed under Israeli Securities Law, there were no more than 35 offerees, in the aggregate, to whom the Company and any of its respective representatives (excluding the Placement Agent) made an offering in Israel of any securities of the Company during the period of twelve months preceding the date hereof (calculated in the manner set forth in the Israeli Securities Law).
(vi) Except as described on Schedule 3.1(ss)set forth in the SEC Reports, the Company is in compliance in all material respects with the applicable corporate governance requirements of the Israeli Companies Law, the Israeli Securities Law and the regulations thereunder.
(vii) Assuming the Placement Agent has not offered the Ordinary Shares and Warrants or otherwise engaged in solicitation, advertising or any other action constituting an offer to the public under the Israeli Securities Law in Israel, the Company has not engaged in any form of solicitation, advertising or any other action constituting an offer under the Israeli Securities Law Law, and the regulations promulgated thereunder, in connection with the transactions contemplated hereby which would require the Company to publish a prospectus in the State of Israel under the laws of the State of Israel.
(viii) Assuming that the Purchasers are not otherwise subject to taxation in the State of Israel or has a permanent establishment in Israel, none of the issuance, delivery and sale of the Securities by the Company or the execution and delivery of this Agreement will be subject to any tax (including interest and penalties) imposed on the Purchasers by the State of Israel or any political subdivision thereof whether imposed directly or through withholding, provided that in the event that the Warrants are exercised in a cashless exercise, the issuance, delivery and sale of the Warrant Shares by the Company would not be subject to Israeli withholding tax only to the extent that a valid certificate has been issued by the Israel Tax Authority exempting the Company from the duty to withhold Israeli taxes with respect thereto, in which case the Company will reimburse the Purchasers for any such tax withholding.
(ix) Neither the Company, any of its Subsidiaries nor any of its properties or assets has any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment to prior judgment, attachment in aid of execution or otherwise) under the laws of the State of Israel.
(x) No Israeli stamp duty or similar tax or duty is payable under applicable Israeli laws or regulations in connection with the creation, issuance or delivery of the Securities.
(xi) Subject to the conditions and qualifications set forth in Preliminary Prospectus and the Prospectus under “Enforcement of Civil Liabilities”, a final and conclusive judgment against the Company for a definitive sum of money entered by any court in the United States may be enforced by an Israeli court.
Appears in 1 contract
