Officers; Directors. Schedule 2.02(s) contains a complete and correct list of all of the officers and directors of the Company.
Officers; Directors. (a) Effective as of the First Merger Effective Time, until successors are duly elected or appointed, (i) the officers and directors of Hermes Sub I shall be the officers and directors of Company as of immediately prior to the First Merger Effective Time and (ii) the officers and directors of Company shall be the officers and directors of Hermes Sub II as of immediately prior to the First Merger Effective Time.
Officers; Directors. Employees and Consultants. Set forth on Schedule 3.22 hereto is a complete list of:
Officers; Directors. The current Board of Directors and Officers of Modular shall resign upon the Effective Date. As a wholly-owned subsidiary of Global, Global shall appoint the new officers and/or directors of Modular as soon as practicable, and until such time, the following individuals shall be interim Officers/Directors:
Officers; Directors. The Company agrees to provide, at no expense to the Executive, insurance insuring Executive in Executive’s capacity as an officer and/or director of the Company and its affiliates in such form and amount substantially equal to that presently maintained by the Company for or covering its executive officers and directors or in such other form and amount as Executive and Company may, from time to time, in good faith agree are reasonable and appropriate for executive officers and directors of corporations substantially similar in size to the Company.
Officers; Directors. (a) From and after the Closing until the six (6) year anniversary thereof, Purchaser shall, and shall cause each Company Group Member to, indemnify and hold harmless (and advance funds in respect of), in the same manner as provided by Company Group immediately prior to the Execution Date pursuant to the Company Group’s Organizational Documents, each present and former director, manager, officer and employee of each Company Group Member and present and former members of the Companies (in all of their capacities) (collectively, the “D&O Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees and expenses and disbursements), judgments, fines, losses, claims, Damages or liabilities incurred in connection with any Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to the fact that, prior to the Closing Date, such D&O Indemnified Party is or was a director, manager, officer or employee of any Company Group Member or a member of a Company, whether asserted or claimed prior to, at or after the Closing (including with respect to acts or omissions by directors or officers of any Company Group Member or members of a Company in their capacities as such arising in connection with the transactions contemplated hereby), and shall provide advancement of expenses to D&O Indemnified Parties, in all such cases to the same extent (and only to the extent) that such persons are indemnified or have the right to advancement of expenses as of the Execution Date by Company Group pursuant to the Organizational Documents of Company Group in existence on (and provided to Purchaser prior to) the Execution Date.
Officers; Directors. (a) Schedule 5.3(a) lists the names and titles of each Loan Party’s executive officers and directors, (b) Schedule 5.3(b) lists the names of each Equity Interest holder and a description of their Equity Interests (including certificate numbers and the number of Equity Interests (and the percentage of total Equity Interests)) of each Loan Party (other than DSI), and (c) Schedule 5.3(c) lists all outstanding subscriptions, options, warrants, calls, rights, and other agreements or commitments related to Equity Interests of each Loan Party (other than DSI).
Officers; Directors. The current Board of Directors and Officers of MBS shall not resign upon the Effective Date. The following individuals shall remain Officers and/or Directors of MBS: Robert Cronin Joe Grubb
Officers; Directors. Name Position Mr. Ran Xxxxxxxx Director Xx. Xxxx Chimovits Director Xx. Xxxx Xxxxxx Director Xx. Xxxxxxx Xxxxxxxxx Chief Executive Officer Schedule 4.2 Capitalization ● The share capital of the Company is NIS 100,000 (One Hundred Thousand New Israeli Shekels) divided into 10,000,000 (Ten Million) Ordinary Shares, par value NIS 0.01 each, of which 1,000,000 are issued and outstanding. Name Ordinary Shares Xxxx Xxxxxx 2,893 Pontifax (Israel) II - Individual Investors, L.P. 39,535 Pontifax (Israel) II L.P. 101,843 Pontifax (Cayman) II L.P. 135,204 OrbiMed Israel Partners Limited Partnership 318,723 X. Xxxxx (1999) Ltd. 296,383 Pini Xxxxxx 22,340 Xxxxxx Xxxxxx 15,554 Xxxxxx Xxx Xxxx 351 Xxxxxx Xxx Xxxxx 24,300 Xxxx Xxxxx 5,574 Gal Xxxxxx 15,737 Xxxxx Xxxxxx 3,279 Xxxxxx Xxxxxxxxx 6,750 Xxxxxx Xxxxx 1,944 Xxxxxxx Xxxxx 1,462 Xxxxx Xxxxxxxx 1,287 Xxxxx Xxxxx 1,350 Xxxx Xxxxxx 193 Xxxx Xxxxxx 193 Sarit Sued 193 Anat Nursella 964 Raanann Xxxxx 3,948 Total 1,000,000 ● Under the Amended and Restated License Agreement dated April 16, 2012, as amended, by and among cCAM biotherapeutics Limited (“cCAM”), Ramot At Tel Aviv University Ltd. and Tel Hashomer – Medical Research, Infrastructure and Services Ltd (“THM”) which shall be assumed by the Company at the closing of the Reversion Agreement, THM has an option to receive shares at an IPO of the Company. The option to receive [****]shares of cCAM translates to a right to receive [****] Ordinary Shares of the Company. ● Under the Convertible Loan Agreement dated February 13, 2018 between the Company and the lenders listed therein, the Company received a Principal Amount of $300,000 from the following lenders: Name Principal Amount (US$) Pontifax (Cayman) II L.P. 48,874 Pontifax (Israel) II L.P. 36,815 Pontifax (Israel) II - Individual Investors L.P. 14,291 X. Xxxxx (1999) Ltd. 99,981 Orbimed Israel Partners Limited Partnership 99,981 Sarit Sued 58 Total 300,000 In accordance with Section 2.2 of the Convertible Loan Agreement, at the Closing, the lenders will receive their outstanding principal amount divided by 0.90, in the same form and proportion of assets constituting the consideration payable to Company’s shareholders (i.e. Kitov ADSs). At Closing, Xx. Xxxxxxx Xxxxxxxxx will be entitled to receive options to purchase Kitov shares and Kitov Options, as set forth in the Agreement, in lieu of his entitlement to a cash bonus of NIS 250,000. 84 Schedule 4.4
Officers; Directors. As an inducement to, and to obtain reliance of, "TIGER" represents and warrants as follows:
