Issuance of the Company’s Ordinary Shares. The issuance and sale of the Ordinary Shares hereunder shall be made in accordance with the provisions and requirements of Section 4(a)(2) of the Securities Act and any applicable state securities law.
Issuance of the Company’s Ordinary Shares. The issuance and sale of the Ordinary Shares to the Investor hereunder shall be made in accordance with the provisions and requirements of Section 4(a)(2) of the Securities Act and any applicable state securities law and Applicable Laws. The Company covenants, so long as any of the Promissory Notes remain outstanding, that (i) the board of directors of the Company has and will have such authority as required to issue the maximum number of Ordinary Shares issuable upon conversion of such Promissory Notes (assuming for purposes hereof that (x) such Promissory Notes are convertible at the Floor Price (as defined in the Promissory Notes) as of the date of determination, and (y) any such conversion shall not take into account any limitations on the conversion of the Promissory Notes set forth therein), (ii) if it appears that the Company does not have sufficient authority to do so, the Company covenants to propose to its general meeting one or more resolutions to authorize the Company’s board of directors to give full effect to the foregoing by proposing an increase in the Company’s authorized share capital and/or the authorization of the Company’s board of directors to issue Ordinary Shares up to the Company’s authorized share capital from time to time and to limit or exclude pre-emption rights in connection with any such issuance and (iii) not to propose to its general meeting any resolution to decrease its authorized share capital.
Issuance of the Company’s Ordinary Shares. The sale of the Ordinary Shares hereunder shall be made in accordance with the provisions and requirements of Regulation D and/or any other applicable exemption from the registration requirements of the 1933 Act, and any applicable state securities law.
Issuance of the Company’s Ordinary Shares. The sale of Ordinary Shares shall be made in accordance with the provisions and requirements of Regulation D and any applicable state securities law in the States of New York, New Jersey and Utah, and in accordance with applicable laws of the State of Israel.
