OPHTHALMIC IMAGING SYSTEMS Sample Clauses

OPHTHALMIC IMAGING SYSTEMS. WARRANT Warrant No. [__] Dated: [_______ __], 2010 Ophthalmic Imaging Systems, a California corporation (the “Company”), hereby certifies that, for value received, U.M. Accelmed, Limited Partnership or its registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of 1,193,696 shares of common stock, no par value (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price equal to $1.00 per share (as adjusted from time to time as provided in Section 9, the “Exercise Price”), at any time and on or after the Initial Exercise Date (as defined below) and through and including the date that is 36 (thirty-six) months from the date hereof (being June [l], 2012) (the “Expiration Date”), subject to the following terms and conditions. This Warrant (this “Warrant”) was issued pursuant to that certain Purchase Agreement, dated as of June [l], 2009, by and among the Company and the Holder (the “Purchase Agreement”).
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OPHTHALMIC IMAGING SYSTEMS. The undersigned hereby irrevocably elects to exercise _____________ Rights represented by this Right Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of: Please insert social security or other identifying number: ----------------- -------------------------------------------------------------------------------- (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number: ----------------- -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- Dated: , 19 ----------------- --- --------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondence in the United States. Form of Reverse Side of Right Certificate -- continued -------------------------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). --------------------- Signature -------------------------------------------------------------------------------- NOTICE The signature in the foregoing Forms of Assignment and Election must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. EXHIBIT C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On December 31, 1997, the Board of Directors of...
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OPHTHALMIC IMAGING SYSTEMS. INC. The Company owns free and clear of all Liens 2,131,758 shares of the common stock, no par value, of Ophthalmic Imaging Systems, Inc., a California corporation, representing 51% of the total issued and outstanding shares of voting stock of such entity (the "OPHTHALMIC SHARES").
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OPHTHALMIC IMAGING SYSTEMS. By: ------------------------------------------------- Name: ----------------------------------------------- Title: ---------------------------------------------- Address: 000 Xxxxxxx Xxx, Suite I Sacramento, CA 95815 Attention: President Facsimile No. (000) 000-0000 Telephone No. (000) 000-0000 With a copy to: Xxxxxx, Xxxx & Xxxxxxxx, LLP 0000 Xxxx Xxxx Xxxx Xxxx Xxxx, XX 00000 Attention: Xxxxxxxx Xxxxx, Esq. Facsimile No. (000) 000-0000 Telephone No. (000) 000-0000 MEDIVISION MEDICAL IMAGING LTD. By: ------------------------------------------------- Name: ----------------------------------------------- Title: ---------------------------------------------- Address: X.X. Xxx 00 Xxxxxxxxxx Xxxx Xxxxxxx Xxxx 00000 Israel With a copy to: Xxxxxx Xxxxxx LLP 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxx X. Xxxxxxx, Esq. Facsimile No. (000) 000-0000 Telephone No. (000) 000-0000
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OPHTHALMIC IMAGING SYSTEMS. By /s/ Xxxxxx Xxxxxxxxx ---------------------------------- Xxxxxx Xxxxxxxxx, President PREMIER LASER SYSTEMS, INC.: By /s/ Xxxxxxx Xxxxxx, Ph.D. ---------------------------------- Xxxxxxx Xxxxxx, Ph.D., President and CEO OUTSIDE DIRECTORS: By /s/ Xxxx Xxxxxxxx ---------------------------------- Xxxx Xxxxxxxx By /s/ Xxxxxx Xxxxxx ---------------------------------- Xxxxxx Xxxxxx By /s/ Xxxxxxx X. Xxxxxx ---------------------------------- Xxxxxxx X. Xxxxxx
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OPHTHALMIC IMAGING SYSTEMS. By: ----------------------------------------------- Xxx Xxxxx, Chief Executive Officer OPTIONEE: ----------------------------------------------- ----------------------------------------------- Printed Name
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OPHTHALMIC IMAGING SYSTEMS. COMMERCIAL SECURITY AGREEMENT (Continued) --------------------------------------------------------------------------------
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OPHTHALMIC IMAGING SYSTEMS. By: ----------------------- ------------------------- Title: Countersigned: AMERICAN SECURITIES TRANSFER, INC. By: --------------------- Authorized Signature B-2 Form of Reverse Side of Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Right Certificate.)
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OPHTHALMIC IMAGING SYSTEMS. By /s/ Xxxxxx Xxxxxxxxx ----------------------------------- Xxxxxx Xxxxxxxxx, President PREMIER LASER SYSTEMS, INC.: By /s/ Xxxxxxx Xxxxxx ----------------------------------- Xxxxxxx Xxxxxx, Ph.D., President and CEO APPENDIX A: CERTIFICATE OF DETERMINATION
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Related to OPHTHALMIC IMAGING SYSTEMS

  • Manufacturing Services Jabil will manufacture the Product in accordance with the Specifications and any applicable Build Schedules. Jabil will reply to each proposed Build Schedule that is submitted in accordance with the terms of this Agreement by notifying Company of its acceptance or rejection within three (3) business days of receipt of any proposed Build Schedule. In the event of Jabil’s rejection of a proposed Build Schedule, Jabil’s notice of rejection will specify the basis for such rejection. When requested by Company, and subject to appropriate fee and cost adjustments, Jabil will provide Additional Services for existing or future Product manufactured by Jabil. Company shall be solely responsible for the sufficiency and adequacy of the Specifications [***].

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  • Technology For purposes of this Agreement, “Technology” means all Software, information, designs, formulae, algorithms, procedures, methods, techniques, ideas, know-how, research and development, technical data, programs, subroutines, tools, materials, specifications, processes, inventions (whether or not patentable and whether or not reduced to practice), apparatus, creations, improvements and other similar materials, and all recordings, graphs, drawings, reports, analyses, and other writings, and other embodiments of any of the foregoing, in any form or media whether or not specifically listed herein. Further, for purposes of this Agreement, “Software” means any and all computer programs, whether in source code or object code; databases and compilations, whether machine readable or otherwise; descriptions, flow-charts and other work product used to design, plan, organize and develop any of the foregoing; and all documentation, including user manuals and other training documentation, related to any of the foregoing.

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