Israeli Securities Law. If listed in Schedule 3.5 A it is a “Venture Capital Fund” as defined in the Appendix to the Israeli Securities Law, 5768-1968 and if listed in Schedule 3.5 B it confirms that it is not a resident of Israel and that no offer to purchase securities of the Company was made to it in Israel.
Israeli Securities Law. The Company acknowledges, understands and agrees that Offered Shares may be sold in Israel only by the Underwriters and only to such Israeli investors listed in the Addendum, all of whom are to be specifically identified and approved by the Underwriters, and provided further that as a prerequisite to sale of Offered Shares by the Underwriters to such Israeli investors, each of them shall be required to submit written confirmation to the Underwriters and the Company that such investor (i) falls within the scope of the Addendum; and (ii) is acquiring the Offered Shares being offered to it for investment for its own account or, if applicable, for investment for clients who are institutional investors and in any event not as a nominee, market maker or agent and not with a view to, or for the resale in connection with, any distribution thereof. The Company acknowledges and agrees that any failure to comply with the above procedure may result in a violation of the Israeli Securities Law.
Israeli Securities Law. Seller affirms that as set forth on Schedule 3.1(f)(ix) attached hereto, it is either (i) a “Qualified Investor” listed under the First Schedule of the Israeli Securities Law 5728-1968, purchasing for itself, and undertakes that it will provide the Buyer with appropriate documentation to such effect, as required under applicable Israeli law and regulation; or (ii) it is acquiring the Consideration Shares pursuant to another exemption from prospectus as set forth under Section 15A(a) of the Securities Law. Seller further acknowledges, warrants and undertakes that no action will be taken in Israel that would permit the offering of the Consideration Shares or the distribution of any prospectus or other offering document to the public in Israel, and that the Consideration Shares were and are issued by way of a private placement and that the Consideration Shares are subject to the resale restrictions under Section 15C of the Israel Securities Law and Section 5 of the Israeli Securities Regulations (Details Regarding Sections 15A-15C of the Securities Law-1968) - 2000.
Israeli Securities Law. The Company acknowledges, understands and agrees that Securities may be sold in Israel only by the Underwriters only to such Israeli investors listed in the First Addendum to the Israeli Securities Law (the “Addendum”); all of whom are to be specifically identified and approved by the Underwriters, and provided further that as a prerequisite to sale of Securities by the Underwriters to such Israeli investors, each of them shall be required to submit written confirmation to the Underwriters and the Company that such investor (i) falls within the scope of the Addendum, is aware of the meaning of same and agrees to it; and (ii) is acquiring the Securities being offered to it for investment for its own account or, if applicable, for investment for clients who are investors under Section 15A(b) of the Israeli Securities Law and in any event not as a nominee, market maker or agent and not with a view to, or for the resale in connection with, any distribution thereof.
Israeli Securities Law. With respect to Pontifax, Orbimed and Xxxxx, such Seller affirms that it is a “Qualified Investor” listed under the First Schedule of the Israeli Securities Law 5728-1968, purchasing for itself, and undertakes that it will provide the Buyer with appropriate documentation to such effect, as required under applicable Israeli law and regulation. Seller further acknowledges that no action will be taken in Israel that would permit the offering of the Kitov Securities or the distribution of any prospectus or other offering document to the public in Israel, and that the Kitov Securities were and are issued by way of a private placement and that the Kitov Securities are subject to the resale restrictions under Section 15C of the Israel Securities Law and Section 5 of the Israeli Securities Regulations (Details Regarding Sections 15A-15C of the Securities Law-1968) - 2000.
Israeli Securities Law. As soon as practicable following the execution of this Agreement, Purchaser, in consultation with Company, shall submit a request to, and to use reasonable commercial efforts to receive from, the Israeli Securities Authority an exemption pursuant to Section 15D of the Israeli Securities Law from the requirement to file in Israel a prospectus with respect to the Transaction contemplated hereby.
Israeli Securities Law. With respect to each Seller (that receives a portion of the Upfront Shares), such Seller affirms that it is a “Qualified Investor” listed under the First Schedule of the Israeli Securities Law, purchasing for itself, and undertakes that it will provide the Buyer with appropriate documentation to such effect, as required under applicable Israeli law and regulation. Seller further acknowledges that no action will be taken in Israel that would permit the offering of the Upfront Shares or the distribution of any prospectus or other offering document to the public in Israel, and that the Upfront Shares were and are issued by way of a private placement and that the Upfront Shares are subject to the resale restrictions under Section 15C of the Israel Securities Law and Section 5 of the Israeli Securities Regulations (Details Regarding Sections 15A-15C of the Securities Law) - 2000.
Israeli Securities Law. The Company may obtain an exemption from prospectus requirements in Israel pursuant to Section 15D of the Israeli Securities Law. If such exemption is obtained the documents filed with the SEC regarding the Plan and the Plan itself will be available at the Company’s offices.
Israeli Securities Law. Assuming the Underwriters have not offered the Offered Shares in Israel, or otherwise engaged in a solicitation, advertising or any other action in Israel constituting an offer under the Israeli Securities Law, other than an offer that does not constitute an offering to the public, neither the Company nor anyone acting on its behalf has engaged in any form of solicitation, advertising or any other action constituting an offer under the Israeli Securities Law in Israel 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 with respect to the offer and sale of the Offered Shares.
