Reorganization, Mergers, Consolidations or Sales of Assets. If at any time or from time to time there is a capital reorganization of the Ordinary Shares (other than a recapitalization, subdivision, combination, reclassification or exchange of shares as provided for elsewhere in this subsection), or a merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all of the Company’s properties and assets to any other person, then, as a part of such reorganization, merger, consolidation or sale, provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of this Warrant, the number of shares or other securities or property of the Company, or of the successor corporation resulting from such merger or consolidation or sale, to which a holder of Ordinary Shares deliverable upon conversion would have been entitled on such capital reorganization, merger, consolidation or sale. In any such case (except to the extent any cash or property is received in such transaction), appropriate adjustment shall be made in the application of the provisions of this subsection and the Company’s Articles of Association with respect to the rights of the Holder after the reorganization, merger, consolidation or sale to the end that the provisions of this subsection and the Company’s Articles of Association (including adjustment of the number of Ordinary Shares issuable upon exercise of this Warrant) shall be applicable after that event and be as nearly equivalent to the provisions hereof as may be practicable.
Appears in 11 contracts
Samples: Warrant Agreement (Bank Hapoalim Bm), Warrant Agreement (Bank Hapoalim Bm), Warrant Agreement (Bank Leumi Le Israel Bm)
Reorganization, Mergers, Consolidations or Sales of Assets. If at any time or from time to time during the term of this Warrant there is a capital reorganization of the Ordinary Shares (other than a recapitalization, subdivision, combination, reclassification or exchange of shares as provided for elsewhere in this subsection), Subsection) or a merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all of the Company’s shares or properties and assets to any other person, then, as a part of such reorganization, merger, consolidation or sale, provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of this Warrant, the number of shares or other securities or property of the Company, or of the successor corporation resulting from such merger or consolidation or sale, to which a holder of Ordinary Shares deliverable upon conversion would have been entitled on such capital reorganization, merger, consolidation or sale. In any such case (except to the extent any cash or property is received in such transaction), appropriate adjustment shall be made in the application of the provisions of this subsection Subsection and the Company’s Articles of Association with respect to the rights of the Holder after the reorganization, merger, consolidation or sale to the end that the provisions of this subsection Subsection and the Company’s Articles of Association (including adjustment of the number of shares of Ordinary Shares issuable upon exercise of this Warrant) shall be applicable after that event and be as nearly equivalent to the provisions hereof as may be practicable.
Appears in 9 contracts
Samples: Share Purchase Agreement (Viryanet LTD), Share Purchase Agreement (Viryanet LTD), Warrant Agreement (Viryanet LTD)
Reorganization, Mergers, Consolidations or Sales of Assets. If at any time or from time to time there is a capital reorganization of the Ordinary Shares (other than a recapitalization, subdivision, combination, reclassification or exchange of shares as provided for elsewhere in this subsection), Subsection) or a merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all of the Company’s properties and assets to any other person, then, as a part of such reorganization, merger, consolidation or sale, provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of this Warrant, the number of shares or other securities or property of the Company, or of the successor corporation resulting from such merger or consolidation or sale, to which a holder of Ordinary Shares deliverable upon conversion would have been entitled on such capital reorganization, merger, consolidation or sale. In any such case (except to the extent any cash or property is received in such transaction), appropriate adjustment shall be made in the application of the provisions of this subsection Subsection and the Company’s Articles of Association with respect to the rights of the Holder after the reorganization, merger, consolidation or sale to the end that the provisions of this subsection Subsection and the Company’s Articles of Association (including adjustment of the number of shares of Ordinary Shares issuable upon exercise of this Warrant) shall be applicable after that event and be as nearly equivalent to the provisions hereof as may be practicable.
Appears in 9 contracts
Samples: Warrant Agreement (PV Nano Cell, Ltd.), Warrant Agreement (PV Nano Cell, Ltd.), Warrant Agreement (GTRIMG Investments Ltd.)
Reorganization, Mergers, Consolidations or Sales of Assets. If at any time or and from time to time there is a capital reorganization of the Ordinary Shares (other than a recapitalization, subdivision, combination, reclassification or exchange of shares as provided for elsewhere in this subsection), Agreement) or a merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all of the Company’s properties and assets to any other person, then, as a part of such reorganization, merger, consolidation or sale, provision shall be made so that the Holder Lender shall thereafter be entitled to receive upon exercise of this Warrantupon, the number of shares or other securities or property of the Company, or of the successor corporation resulting from such merger or consolidation or sale, to which a holder of Ordinary Shares deliverable upon conversion would have been entitled on such capital reorganization, merger, consolidation or sale. In any such case (except to the extent any cash or property is received in such transaction), appropriate adjustment shall be made in the application of the provisions of this subsection Subsection and the Company’s Articles of Association with respect to the rights of the Holder Lender after the reorganization, merger, consolidation or sale to the end that the provisions of this subsection Subsection and the Company’s Articles of Association (including adjustment of the number of shares of Ordinary Shares issuable upon exercise of this Warrantinstrument hereunder) shall be applicable after that event and be as nearly equivalent to the provisions hereof as may be practicable. The Company undertakes to provide prior written notice to the Lender of any such event detailing all relevant information at least thirty (30) days prior to such event.
Appears in 4 contracts
Samples: Convertible Loan Agreement (PV Nano Cell, Ltd.), Convertible Loan Agreement (PV Nano Cell, Ltd.), Convertible Loan Agreement (GTRIMG Investments Ltd.)
Reorganization, Mergers, Consolidations or Sales of Assets. If at any time or from time to time there is a capital reorganization of the Ordinary Company’s Shares (other than a recapitalization, subdivision, combination, reclassification or exchange of shares as provided for elsewhere in this subsection), Subsection) or a merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all of the Company’s properties and assets to any other person, then, as a part of such reorganization, merger, consolidation or sale, provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of this Warrant, the number of shares or other securities or property of the Company, or of the successor corporation resulting from such merger or consolidation or sale, to which a holder of Ordinary Shares deliverable upon conversion would have been entitled on such capital reorganization, merger, consolidation or sale. In any such case (except to the extent any cash or property is received in such transaction), appropriate adjustment shall be made in the application of the provisions of this subsection Subsection and the Company’s Articles of Association with respect to the rights of the Holder after the reorganization, merger, consolidation or sale to the end that the provisions of this subsection Subsection and the Company’s Articles of Association (including adjustment of the number of Ordinary shares of Shares issuable upon exercise of this Warrant) shall be applicable after that event and be as nearly equivalent to the provisions hereof as may be practicable.
Appears in 2 contracts
Samples: Side Agreement (PV Nano Cell, Ltd.), Side Agreement (PV Nano Cell, Ltd.)
Reorganization, Mergers, Consolidations or Sales of Assets. If at any time or from time to time there is a capital reorganization of the Ordinary Shares Common Stock (other than a recapitalization, subdivision, combination, reclassification or exchange of shares as the Common Stock provided for elsewhere in this subsection), Section 2) or a merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all of the Company’s properties and assets to any other person, then, as a part of such reorganization, merger, consolidation or sale, provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of this WarrantWarrant (and only to the extent this Warrant is exercised), the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from such merger or consolidation or sale, to which a holder of Ordinary Shares Common Stock or other securities deliverable upon conversion the exercise of this Warrant would otherwise have been entitled on such capital reorganization, merger, consolidation or sale. In any such case (except to the extent any cash or property is received in such transaction)case, appropriate adjustment adjustments shall be made in the application of the provisions of this subsection and the Company’s Articles of Association with respect to the rights of the Holder after the reorganization, merger, consolidation or sale to the end that the provisions of this subsection and the Company’s Articles of Association Section 2 (including adjustment of the Exercise Price then in effect and number of Ordinary Shares issuable shares purchasable upon exercise of this Warrant) which shall be applicable after such events; provided, however, that event and any such adjustments shall be made so as nearly to ensure that the provisions of this Section 2 applicable after such events shall, to the extent practicable, be equivalent to the provisions hereof as may be practicableof this Section 2 applicable before such events.
Appears in 2 contracts
Samples: Common Stock Purchase Warrant (NextTrip, Inc.), Common Stock Purchase Warrant (Sigma Additive Solutions, Inc.)
Reorganization, Mergers, Consolidations or Sales of Assets. If at In the event of any time or from time to time there is a capital reorganization reorganization, any reclassification of the Ordinary Shares Common Stock (other than a recapitalizationchange in par value or as a result of a stock dividend, subdivision, combination, reclassification split-up or exchange combination of shares as provided for elsewhere in this subsectionshares), the consolidation or a merger or consolidation of the Company with or into another corporationperson, or the sale or other disposition of all or substantially all of the Company’s properties and assets of the Company as an entirety to any other personanother person (collectively referred to hereinafter as "Reorganizations"), then, as a part the Holders of such reorganization, merger, consolidation or sale, provision shall be made so that the Holder Notes shall thereafter be entitled to receive receive, and provision shall be made therefor in any agreement relating to a Reorganization, upon exercise conversion of this Warrant, the Notes the kind and number of shares of Common Stock or other securities or property (including cash) of the Company, or of the successor other corporation resulting from such merger or consolidation or salesurviving such merger, which would have been distributed to which a holder of Ordinary Shares deliverable upon conversion would have been the number of shares of Common Stock which the Notes entitled on the holders thereof to convert to immediately prior to such capital reorganization, merger, consolidation or sale. In Reorganization; and in any such case (except to the extent any cash or property is received in such transaction), appropriate adjustment shall be made in the application of the provisions of this subsection and the Company’s Articles of Association herein set forth with respect to the rights and interests thereafter of the Holder after Holders of the reorganizationNotes, merger, consolidation or sale to the end that the provisions of this subsection and the Company’s Articles of Association set forth herein (including adjustment the specified changes and other adjustments to the Conversion Rate) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares, other securities or property thereafter receivable upon conversion of the number of Ordinary Shares issuable upon exercise of this Warrant) shall be applicable after that event and be as nearly equivalent to the provisions hereof as may be practicableNotes.
Appears in 2 contracts
Samples: Convertible Subordinated Note Purchase Agreement (Regent Assisted Living Inc), Convertible Subordinated Note Purchase Agreement (Regent Assisted Living Inc)
Reorganization, Mergers, Consolidations or Sales of Assets. If at any time or from time to time during the Exercise Period there is a capital reorganization of the Ordinary Conversion Class of Shares (other than a recapitalization, subdivision, combination, reclassification or exchange of shares as provided for elsewhere in this subsectionSubsection), or a merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all of the Company’s shares or properties and assets to any other person, then, as a part of such reorganization, merger, consolidation or sale, then, as a part of such reorganization, provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of this Warrant, the number of shares or other securities or property of the Company, or of the successor corporation resulting from such merger or consolidation or sale, sale to which a holder of Ordinary the shares of the Conversion Class of Shares deliverable upon conversion would have been entitled on such capital reorganization, reorganization merger, consolidation or sale. In any such case (except to the extent any cash or property is received in such transaction), appropriate adjustment shall be made in the application of the provisions of this subsection Subsection and the Company’s Articles of Association with respect to the rights of the Holder after the reorganization, reorganization merger, consolidation or sale to the end that the provisions of this subsection Subsection and the Company’s Articles of Association (including adjustment of the number of Ordinary shares of the Conversion Class of Shares issuable upon exercise of this Warrant) shall be applicable after that event and be as nearly equivalent to the provisions hereof as may be practicable.
Appears in 1 contract
Samples: Convertible Loan Agreement (RedHill Biopharma Ltd.)
Reorganization, Mergers, Consolidations or Sales of Assets. If at any time or from time to time there is a capital reorganization of the Ordinary Shares (other than a recapitalization, subdivision, combination, reclassification or exchange of shares as provided for elsewhere in this subsection), or a merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all of the Company’s properties and assets to any other person, then, as a part of such reorganization, merger, consolidation or sale, provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of this Warrant, the number of shares or other securities or property of the Company, or of the successor corporation resulting from such merger or consolidation or sale, to which a holder of Ordinary Shares deliverable upon conversion would have been entitled on such capital reorganization, merger, consolidation or sale. In any such case (except to the extent any cash or property is received in such transaction), appropriate adjustment shall be made in the application of the provisions of this subsection and the Company’s Articles of Association with respect to the rights of the Holder after the reorganization, merger, consolidation or sale to the end that the provisions of this subsection and the Company’s Articles of Association (including adjustment of the number of Ordinary Shares issuable upon exercise of this Warrantpurchaseable hereunder) shall be applicable after that event and be as nearly equivalent to the provisions hereof as may be practicable.
Appears in 1 contract
Reorganization, Mergers, Consolidations or Sales of Assets. If at any time or from time to time there is shall be a capital reorganization of the Ordinary Shares Common Stock (other than a recapitalizationreclassification, subdivisionexchange, combination, reclassification or exchange substitution of shares as provided for elsewhere in this subsection), Section 9(d) above) or a merger or consolidation of the Company with or into another corporation, or the sale of all or substantially all of the Company’s 's properties and assets to any other person, then, as a part of such reorganization, merger, consolidation consolidation, or sale, provision shall be made so that the Registered Holder shall thereafter be entitled to receive upon exercise of this the Class A Warrant, the number of shares of stock or other securities or property of the Company, Company or of the successor corporation resulting from such merger or consolidation reorganization, merger, consolidation, or sale, to which a holder of Ordinary Shares that number of shares of Common Stock deliverable upon conversion exercise of the Class A Warrant would have been entitled on such capital reorganization, merger, consolidation consolidation, or sale. In any such case (except to the extent any cash or property is received in such transaction)case, appropriate adjustment shall be made in the application of the provisions of this subsection and the Company’s Articles of Association Agreement with respect to the rights of the Registered Holder after the reorganization, merger, consolidation consolidation, or sale to the end that the provisions of this subsection and the Company’s Articles of Association Agreement (including adjustment of the number of Ordinary Shares shares issuable upon exercise of this the Class A Warrant) shall be applicable after that event and be as nearly equivalent to the provisions hereof as may be practicable.
Appears in 1 contract