Common use of No Public Offer Clause in Contracts

No Public Offer. Neither the Company nor anyone acting on their behalf has offered securities of the Company, for issuance or sale to, or solicit any offer to acquire any of the same from, anyone so as to make issuance and sale of the Preferred B Shares hereunder a public offering under the US Securities Act of 1933 or the Securities Exchange Act of 1934, as amended or not exempt from the prospectus publication requirements of the Israeli Securities Law 1968. None of the issued and outstanding shares of the Company have been offered or sold in such a manner as to make the issuance and sale of such shares not exempt from such registration requirements, and all such shares have been offered and sold in compliance with the Israeli securities laws.

No Public Offer. Neither the Company nor anyone acting on their its behalf has offered securities of the Company, Company or any part thereof or any similar securities for issuance or sale to, or solicit solicited any offer to acquire any of the same from, anyone so as to make issuance and sale of the Crossover Preferred B Shares hereunder a public offering under the US Securities Act of 1933 or the Securities Exchange Act of 1934, as amended or not exempt from the prospectus publication subject to registration requirements of the Israeli Securities Law 1968Law, 1968 or the Securities Act. None of the shares of the Company’s share capital issued and outstanding shares of the Company have has been offered or sold in such a manner as to make the issuance and sale of such shares not exempt from such registration requirements, requirements and all such shares of share capital have been offered and sold in compliance with the Israeli securities lawsSecurities Law, 1968 and the Securities Act.

No Public Offer. Neither the Company nor anyone acting on their its behalf has offered securities of the Company, Company or any part thereof or any similar securities for issuance or sale to, or solicit solicited any offer to acquire any of the same from, anyone so as to make issuance and sale of the Preferred B Shares, Warrant or Warrant Shares hereunder a public offering under the US Securities Act of 1933 or the Securities Exchange Act of 1934, as amended or not exempt from the prospectus publication registration requirements of the Securities Act, the Israeli Securities Law Law, 1968, or any similar foreign law. None of the shares of the Company’s share capital issued and outstanding shares of the Company have has been offered or sold in such a manner as to make the issuance and sale of such shares not exempt from such registration requirements, and all such shares share capital have been offered and sold in compliance with the all applicable, Israeli and US federal and state securities laws.