Common use of Purchase Price for Shares Clause in Contracts

Purchase Price for Shares. At the closing of a purchase of Option Shares, Purchaser will make full payment of the purchase price therefor (a) by wire transfer of immediately available funds or by certified check of an amount equal to the product of the Exercise Price and the number of Option Shares being purchased, (b) if the Company consents and consistent with applicable law, through the delivery of an assignment to the Company of a sufficient amount of the proceeds from the sale of the Option Shares being purchased at the Exercise Price and an authorization to the broker or selling agent to pay that amount to the Company, which sale shall be at Purchaser's direction at the time of exercise, or (c) if the Company consents and consistent with applicable law, by requesting the Company to withhold a number of whole and/or fractional shares (based on the closing sale price regular way of such shares on the New York Stock Exchange, or, if such security is not listed or admitted to trading on such Exchange, on the principal national security exchange or quotation system on which such security is quoted or listed or admitted to trading, or, if not quoted or listed or admitted to trading on any national securities exchange or quotation system, the average of the closing bid and asked prices of such security on the over-the-counter market on the day in question as reported by the National Quotation Bureau Incorporated, or a similar generally accepted reporting service, or if not so available, in such manner as furnished by any New York Stock Exchange member firm selected from time to time by the Board of Directors of the Company (the "Board of Directors") for that purpose, or a price determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a resolution of such Board, on the date of closing specified in the Stock Exercise Notice (if no such sale takes place on such day, then based on the average of the closing bid and asked prices, regular way)) sufficient to pay the Exercise Price of such Option Shares. After payment for the Option Shares covered by the Stock Exercise Notice, the Option shall be deemed exercised to the extent of the Option Shares specified in the Stock Exercise Notice as of the date such Stock Exercise Notice is given to the Company.

Purchase Price for Shares. At the closing of a purchase of Option Shares, Purchaser will make full payment In consideration of the transfer of the Shares and the other obligations set forth in this Agreement, the aggregate purchase price therefor to be paid by Buyer for the Shares will consist of the issuance by Buyer to Sellers and, on behalf of the Company, to (i) Tel Hashomer Medical Research Infrastructure and Services Ltd., and (ii) the lenders with outstanding balances under the Convertible Loan Agreement, their respective share, as set forth in the allocation table to be provided by the Stockholder Representative prior to Closing, of (a) by wire transfer such number of immediately available funds or by certified check Buyer’s ADS representing Ordinary Shares of an amount no par value each (the “Consideration Shares”) equal to $9,933,000 divided by $1.23, (the product “Consideration Shares PPS”), it being clarified that such Consideration Shares with aggregate value of $9,933,000 shall serve as the total consideration for 100% of the Exercise Price fully diluted share capital of the Company, and will be allocated among all Sellers, lenders under the number Convertible Loan Agreement, Tel Hashomer Medical Research Infrastructure and Services Ltd., and any other Persons with equity based rights in the Company and/or rights to receive consideration from an exit transaction of Option Shares being purchasedthe Company or any other type of Company reorganization, all as set forth in the allocation table to be provided by the Stockholder Representative, and (b) if the Company consents and consistent with applicable law, through the delivery such number of an assignment non-registered options to the Company purchase additional Ordinary Shares issuable upon exercise of a sufficient amount such options equal to 50% of the proceeds from the sale Consideration Shares, with an exercise price equal to $1.98 per ADS of the Option Shares being purchased at the Exercise Price Buyer, and an authorization to the broker or selling agent to pay that amount to the Company, which sale shall be at Purchaser's direction at the time with a term of exercise, or (c) if the Company consents and consistent with applicable law, by requesting the Company to withhold a number exercise of whole and/or fractional shares (based on the closing sale price regular way of such shares on the New York Stock Exchange, or, if such security is not listed or admitted to trading on such Exchange, on the principal national security exchange or quotation system on which such security is quoted or listed or admitted to trading, or, if not quoted or listed or admitted to trading on any national securities exchange or quotation system, the average of the closing bid and asked prices of such security on the over-the-counter market on the day in question as reported by the National Quotation Bureau Incorporated, or a similar generally accepted reporting service, or if not so available, in such manner as furnished by any New York Stock Exchange member firm selected from time to time by the Board of Directors of the Company (the "Board of Directors") for that purpose, or a price determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a resolution of such Board, 4 years beginning on the date of closing specified issuance, and subject to other terms and conditions as set forth herein and in the Stock Exercise Notice Option Agreements, the form of which is attached hereto as Schedule 2.2 (if no such sale takes place on such daythe “Kitov Options”). At the Closing, then based on the average subject to fulfilment of the closing bid Conditions Precedent detailed in Article 6, Buyer shall deliver evidence reasonably satisfactory to Stockholder Representative that the Consideration Shares and asked pricesKitov Options have been duly issued by Buyer in the names of the Sellers, regular way)) sufficient and with respect to pay the Exercise Price of such Option Shares. After payment for the Option Shares covered by the Stock Exercise Notice, the Option shall be deemed exercised Escrow Fund or to the extent required under the 104H Tax Ruling, in the name of the Option Shares specified in the Stock Exercise Notice as Escrow Agent on behalf of the date such Stock Exercise Notice is given to the CompanySellers.