ISRAELI SECURITIES LAW EXEMPTION Sample Clauses

ISRAELI SECURITIES LAW EXEMPTION. As soon as reasonably practicable after the execution of this Agreement, Parent shall (i) prepare and file with the Israeli securities authority ("ISA") an application for an exemption from the requirements of the Israeli Securities Law, 1968 concerning the publication of a prospectus in respect of the exchange of the Company Stock Options for the assumed Options, pursuant to Section 15D of the Securities Law of Israel and (ii) if required by the Israeli Securities Law, 1968, prepare and file with the ISA an application for an exemption from the requirements of the Israeli Securities Law, 1968 concerning the publication of a prospectus, or an application for a pre-ruling regarding no action by the ISA, in respect of the exchange of the Company Shares for the Parent Common Stock, and the exchange of the Company Warrants for the assumed Warrants (the "ISRAELI SECURITIES EXEMPTION"). Each of Parent and the Company shall cause their respective Israeli counsel to coordinate all activities, and to cooperate with each other, with respect to the determination of such facts as are required to assess Parent's obligations under the Israeli Securities Law, 1968, and with respect to the preparation and filing of such application and in the preparation of any written or oral submissions that may be necessary, proper or advisable to obtain the Israeli Securities Exemption. Subject to the terms and conditions hereof, Parent shall use its reasonable best efforts to promptly take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain the Israeli Securities Exemption as promptly as practicable.
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ISRAELI SECURITIES LAW EXEMPTION. As soon as reasonably practicable after the execution of this Agreement, Parent shall cause its Israeli counsel to prepare and file with the Israeli securities authority an application for an exemption from the requirements of the Israeli Securities Law 1968 concerning the publication of a prospectus in respect of the conversion of the Company Stock Options into options to purchase shares of Parent Common Stock, pursuant to Section 15D of the Securities Law of Israel (the "ISRAELI SECURITIES EXEMPTION"). Each of Parent and the Company shall cause their respective Israeli counsel to coordinate all activities, and to cooperate with each other, with respect to the preparation and filing of such application and in the preparation of any written or oral submissions that may be necessary, proper or advisable to obtain the Israeli Securities Exemption. Subject to the terms and conditions hereof, Parent shall use all commercially reasonable efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable law to obtain the Israeli Securities Exemption as promptly as practicable.
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ISRAELI SECURITIES LAW EXEMPTION. The offer and sale of the Shares is exempt from the prospectus requirements under the Israel Securities Law, 5728- 1968, and the regulations promulgated thereunder, provided however, that (i) the offering and sale in Israel of Shares as described in the Prospectus under the Directed Shares Program is made pursuant to all of the terms and conditions of the exemption granted to the Company by the Israeli securities authority, and (ii) in the event of any other offering or sale of Shares in Israel (if any), such offering shall be made in compliance with all requirements of the Israeli Securities Law, including requirements relating to the exemptions contained therein.
Sample 1
ISRAELI SECURITIES LAW EXEMPTION. Parent shall use its reasonable best efforts to either: (i) obtain an exemption from the Israeli Securities Authority (the "ISA") from any prospectus requirements with respect to the exchange of Company Shares and Company Options held by Israeli residents or (ii) comply with respect to the foregoing with the prospectus requirements of the Israeli Securities Law, 1968 and the regulations adopted thereunder, as such requirements may be modified by the ISA.
Sample 1
ISRAELI SECURITIES LAW EXEMPTION. As soon as reasonably practicable after the execution of this Agreement, Parent shall (i) prepare and file with the Israeli securities authority ("ISA") an application for an exemption from the requirements of the Israeli Securities Law, 1968 concerning the publication of a prospectus in respect of the exchange of the Company Stock Options for the assumed Options, pursuant to Section 15D of the Securities Law of Israel and (ii) if required by the Israeli Securities Law, 1968, prepare and file with the ISA an application for an exemption from the requirements of the Israeli Securities Law, 1968 concerning the publication of a prospectus, or an application for a pre-ruling regarding no action by the ISA, in respect of the exchange of the Company Shares for the Parent Common Stock, and the exchange of the Company Warrants for the assumed Warrants (the "Israeli Securities Exemption"). In lieu of obtaining the Israeli Securities Exemption, Parent will use all commercially reasonable best efforts to satisfy all of the conditions and requirements set forth in the letter from the ISA to Parent dated January 25, 2001 (the "ISA Letter"), including taking all appropriate action to satisfy the applicable commitments, agreements, conditions and representations of Parent contained in the correspondence and application referred to therein and to complete all procedures that may be necessary, proper or advisable to register shares of Parent Common Stock for trading on the Tel Aviv Stock Exchange prior to the Company General Meeting and to become a company whose securities are registered for trading on the Tel Aviv Stock Exchange as set forth in the ISA Letter. Each of Parent and the Company shall cause their respective Israeli counsel to coordinate all activities, and to cooperate with each other, with respect to the determination of such facts as are required to assess Parent's obligations under the Israeli Securities Law, 1968, and with respect to the preparation and filing of such application, in the preparation of any written or oral submissions and the taking of such other actions that may be necessary, proper or advisable to obtain the Israeli Securities Exemption or to satisfy the conditions and requirements set forth in the ISA Letter (including the registration of shares of Parent Common Stock for trading on the Tel Aviv Stock Exchange). Subject to the terms and conditions hereof, Parent shall use its reasonable best efforts to promptly take, or cause to be taken...
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Related to ISRAELI SECURITIES LAW EXEMPTION

  • Securities Law Exemption Assuming the truth and accuracy of each Investor’s representations set forth in this Agreement, the offer, sale and issuance of the Securities as contemplated by this Agreement are exempt from the registration requirements of the Securities Act and applicable state securities laws, and neither the Company nor any authorized agent acting on its behalf has taken or will take any action hereafter that would cause the loss of such exemption.

  • Securities Law Exemptions Assuming the accuracy of the representations and warranties of the Initial Purchasers contained in Section 1(b) (including Annex C hereto) and their compliance with their agreements set forth therein, it is not necessary, in connection with the issuance and sale of the Securities to the Initial Purchasers and the offer, resale and delivery of the Securities by the Initial Purchasers in the manner contemplated by this Agreement, the Time of Sale Information and the Offering Memorandum, to register the Securities under the Securities Act or to qualify the Indenture under the Trust Indenture Act.

  • Securities Law Executive has not been found in a civil action by the Securities and Exchange Commission, Commodity Futures Trading Commission, a state securities authority or any other regulatory agency to have violated any federal, state or other securities or commodities law.

  • Securities Act Exemption Neither the Holder nor anyone acting on behalf of the Holder has received any commission or remuneration directly or indirectly in connection with or in order to solicit or facilitate the Exchange. The Holder understands that the Exchange contemplated hereby is intended to be exempt from registration by virtue of Section 3(a)(9) of the Securities Act. The Holder understands that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Holder set forth herein for purposes of qualifying for the exemption under Section 3(a)(9) of the Securities Act as well as qualifying for exemptions under applicable state securities laws.

  • Securities Exemptions The offer and sale of the Purchased Securities to the Purchasers pursuant to this Agreement shall be exempt from the registration requirements of the Securities Act and the registration and/or qualification requirements of all applicable state securities laws.

  • U.S. Securities Law Matters The Parties agree that the Arrangement will be carried out with the intention that, and will use their commercially reasonable best efforts to ensure that, all Consideration Shares and Replacement Options issued pursuant to Arrangement will be issued by the Purchaser in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereunder and pursuant to similar exemptions from applicable state securities laws. In order to ensure the availability of the exemption under Section 3(a)(10) of the U.S. Securities Act, the Parties agree that the Arrangement will be carried out on the following basis:

  • Securities Law Notice In compliance with South African securities laws, the Employee acknowledges that the documents listed below are available for review at the web addresses listed below:

  • Securities Law Notification This offer is addressed only to certain eligible employees in the form of the shares of Common Stock to be issued by the Corporation. Neither the Plan nor the Award Agreement has been approved, nor do they need to be approved, by the National Bank of Kazakhstan. This offer is intended only for the original recipient and is not for general circulation in the Republic of Kazakhstan.

  • U.S. Securities Laws The Trustee acknowledges that the Notes have not been and will not be registered under the U.S. Securities Act or any U.S. state securities laws, and may not be offered or sold within the United States, except in certain transactions exempt from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.

  • FINRA Exemption To enable Xxxxx to rely on Rule 5110(b)(7)(C)(i) of FINRA, the Company represents that the Company (i) has a non-affiliate, public common equity float of at least $150 million or a non-affiliate, public common equity float of at least $100 million and annual trading volume of at least three million shares and (ii) has been subject to the Exchange Act reporting requirements for a period of at least 36 months.

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