No Preferential Rights. Except as set forth in the Registration Statement and the Prospectus, and for such rights as have been waived in writing on or prior to the date hereof, (i) no person, as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act (each, a “Person”), has the right, contractual or otherwise, to cause the Company to issue or sell to such Person any Ordinary Shares or shares of any other shares or other securities of the Company (other than upon the exercise of options to purchase Ordinary Shares or upon the exercise of options or vesting of restricted share units or other share awards that may be granted from time to time under the Company’s share option plans and which are disclosed in the Registration Statement and Prospectus), (ii) no Person has any preemptive rights, resale rights, rights of co-sale, rights of first refusal, or any other rights (whether pursuant to a “poison pill” provision or otherwise) to purchase any Ordinary Shares or other securities of the Company, (iii) no Person has the right to act as an underwriter or as a financial advisor to the Company in connection with the offer and sale of the Ordinary Shares, and (iv) no Person has the right, contractual or otherwise, to require the Company to register under the Securities Act any Ordinary Shares or other securities of the Company, or to include any such shares or other securities in the Registration Statement or the offering contemplated thereby, whether as a result of the filing or effectiveness of the Registration Statement or the sale of the Placement Shares as contemplated thereby or otherwise.
Appears in 3 contracts
Samples: Sales Agreement (Galmed Pharmaceuticals Ltd.), Sales Agreement (Galmed Pharmaceuticals Ltd.), At the Market Equity Offering Sales Agreement (Galmed Pharmaceuticals Ltd.)
No Preferential Rights. Except as set forth in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectus, and for such rights as have been waived in writing on or prior to the date hereofProspectuses, (i) and except pursuant to options to purchase Common Shares pursuant to outstanding options, restricted stock units, warrants or convertible debentures, no person, as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act (each, a “Person”), has the right, contractual or otherwise, to cause the Company to issue or sell to such Person any Ordinary Common Shares or shares of any other shares or other securities of the Company (other than upon the exercise of options to purchase Ordinary Shares or upon the exercise of options or vesting of restricted share units or other share awards that may be granted from time to time under the Company’s share option plans and which are disclosed in the Registration Statement and Prospectus), (ii) no the Company has not granted to any Person has any preemptive rights, resale rights, rights of co-sale, rights of first refusal, or any other rights (whether pursuant to a “poison pill” provision or otherwise) to purchase any Ordinary Common Shares or other securities of the Company, (iii) no Person has the right to act as an underwriter or as a financial advisor to the Company in connection with the offer and sale of the Ordinary SharesUnits, and (iv) no Person has the right, contractual or otherwise, to require the Company to register under the Securities Act or qualify for distribution under Canadian Securities Laws any Ordinary Common Shares or other securities of the Company, or to include any such shares Common Shares or other securities in the Registration Statement or included or incorporated by reference in the offering contemplated therebyPreliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, whether as a result of the filing or effectiveness of the Registration Statement Statement, the Prospectuses (or documents incorporated by reference therein) or the sale of the Placement Shares Units as contemplated thereby or otherwise.
Appears in 3 contracts
Samples: Underwriting Agreement (Avino Silver & Gold Mines LTD), Underwriting Agreement (Great Panther Silver LTD), Underwriting Agreement (Great Panther Silver LTD)
No Preferential Rights. Except as set forth in the Registration Statement or included or incorporated by reference in the Preliminary Prospectuses, the Time of Sale Prospectus and the Prospectus, and for such rights as have been waived in writing on or prior to the date hereofProspectuses, (i) and except pursuant to options to purchase Common Shares pursuant to outstanding options, restricted stock units, warrants or convertible debentures, no person, as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act (each, a “Person”), has the right, contractual or otherwise, to cause the Company to issue or sell to such Person any Ordinary Common Shares or shares of any other shares or other securities of the Company (other than upon the exercise of options to purchase Ordinary Shares or upon the exercise of options or vesting of restricted share units or other share awards that may be granted from time to time under the Company’s share option plans and which are disclosed in the Registration Statement and Prospectus), (ii) no the Company has not granted to any Person has any preemptive rights, resale rights, rights of co-sale, rights of first refusal, or any other rights (whether pursuant to a “poison pill” provision or otherwise) to purchase any Ordinary Common Shares or other securities of the Company, (iii) no Person has the right to act as an underwriter or as a financial advisor to the Company in connection with the offer and sale of the Ordinary SharesPublic Securities, and (iv) no Person has the right, contractual or otherwise, to require the Company to register under the Securities Act or qualify for distribution under Canadian Securities Laws any Ordinary Common Shares or other securities of the Company, or to include any such shares Common Shares or other securities in the Registration Statement or included or incorporated by reference in the offering contemplated therebyPreliminary Prospectuses, the Time of Sale Prospectus and the Prospectuses, whether as a result of the filing or effectiveness of the Registration Statement Statement, the Prospectuses (or documents incorporated by reference therein) or the sale of the Placement Shares Public Securities as contemplated thereby or otherwise.
Appears in 2 contracts
Samples: Underwriting Agreement (Avino Silver & Gold Mines LTD), Underwriting Agreement (Avino Silver & Gold Mines LTD)
No Preferential Rights. Except as set forth in the Registration Statement and or the Prospectus, and for such rights as have been waived in writing on or prior to the date hereof, (i) no person, as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act (each, a “Person”), has the right, contractual or otherwise, to cause the Company to issue or sell to such Person any Ordinary Shares Common Stock or shares of any other shares capital stock or other securities of the Company (other than upon the exercise of options or warrants to purchase Ordinary Shares Common Stock, upon the vesting of restricted stock units, or upon the exercise of options or vesting of restricted share stock units or other share awards that may be granted from time to time under the Company’s share option plans and which are disclosed in the Registration Statement and Prospectusstock incentive plans), (ii) no Person has any preemptive rights, resale rights, rights of co-sale, rights of first refusal, or any other rights (whether pursuant to a “poison pill” provision or otherwise) to purchase any Ordinary Shares Common Stock or shares of any other capital stock or other securities of the CompanyCompany from the Company which have not been duly waived with respect to the offering contemplated hereby, (iii) except as disclosed in writing to MLV, no Person has the right to act as an underwriter or as a financial advisor to the Company in connection with the offer and sale of the Ordinary SharesCommon Stock, and (iv) no Person has the right, contractual or otherwise, to require the Company to register under the Securities Act any Ordinary Shares Common Stock or shares of any other capital stock or other securities of the Company, or to include any such shares or other securities in the Registration Statement or the offering contemplated thereby, whether as a result of the filing or effectiveness of the Registration Statement or the sale of the Placement Shares as contemplated thereby or otherwise, except for such rights as have been waived on or prior to the date hereof.
Appears in 2 contracts
Samples: At Market Issuance Sales Agreement (Icagen Inc), At Market Issuance Sales Agreement (Icagen Inc)
No Preferential Rights. Except as set forth in the Registration Statement and the Prospectus, and for such rights as have been waived in writing on or prior to the date hereof, (i) no person, as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act (each, a “Person”), has the right, contractual or otherwise, to cause the Company or any of its Subsidiaries to issue or sell to such Person any Ordinary Shares or ADSs or shares of any other shares capital stock or other securities of the Company (other than upon the exercise or any of options to purchase Ordinary Shares or upon the exercise of options or vesting of restricted share units or other share awards that may be granted from time to time under the Company’s share option plans and which are disclosed in the Registration Statement and Prospectus)its Subsidiaries, (ii) no Person has any preemptive rights, resale rights, rights of first refusal, rights of co-sale, rights of first refusal, or any other rights (whether pursuant to a “poison pill” provision or otherwise) to purchase any Ordinary Shares or ADSs or shares of any other capital stock or other securities of the CompanyCompany or any of its Subsidiaries, (iii) no Person has the right to act as an underwriter or as a financial advisor to the Company or any of its Subsidiaries in connection with the offer and sale of the Ordinary SharesShares or ADSs, and (iv) no Person has the right, contractual or otherwise, to require the Company or any of its Subsidiaries to register under the Securities Act any Ordinary Shares or ADSs or shares of any other capital stock or other securities of the CompanyCompany or any of its Subsidiaries, or to include any such shares or other securities in the Registration Statement or the offering contemplated thereby, whether as a result of the filing or effectiveness of the Registration Statement or the sale of the Placement Shares as contemplated thereby or otherwise.
Appears in 1 contract
No Preferential Rights. Except as set forth in the Registration Statement and the Prospectus, and for such rights as have been waived in writing on or prior to the date hereof, (i) no person, as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act (each, a “Person”), has the right, contractual or otherwise, to cause the Company or any of its Subsidiaries to issue or sell to such Person any Ordinary Shares or shares of any other shares capital stock or other securities of the Company or any of its Subsidiaries (other than upon the exercise of options to purchase Ordinary Shares or upon warrants or the exercise of options or vesting of restricted share stock units or other share awards that may be granted from time to time under the Company’s share option plans and which are disclosed in the Registration Statement and Prospectusinto ordinary shares), (ii) no Person has any preemptive rights, resale rights, rights of first refusal, rights of co-sale, rights of first refusal, or any other rights (whether pursuant to a “poison pill” provision or otherwise) to purchase any Ordinary Shares or shares of any other capital stock or other securities of the CompanyCompany or any of its Subsidiaries, (iii) no Person has the right to act as an underwriter or as a financial advisor to the Company or any of its Subsidiaries in connection with the offer and sale of the Ordinary Shares, and (iv) no Person has the right, contractual or otherwise, to require the Company or any of its Subsidiaries to register under the Securities Act any Ordinary Shares or shares of any other capital stock or other securities of the CompanyCompany or any of its Subsidiaries, or to include any such shares or other securities in the Registration Statement or the offering contemplated thereby, whether as a result of the filing or effectiveness of the Registration Statement or the sale of the Placement Shares as contemplated thereby or otherwiseotherwise , except for such rights as have been or will be duly waived on or prior to the date hereof.
Appears in 1 contract
Samples: Capital on Demand Sales Agreement (NeuroSense Therapeutics Ltd.)