Sale and Delivery of ADSs. The Company proposes to issue and sell through or to the Manager, as sales agent and/or principal, from time to time during the term of this Agreement and on the terms set forth herein, up to such number of Ordinary Shares represented by ADSs that does not exceed (a) the number or dollar amount of ADSs representing the amount of Ordinary Shares registered on the Prospectus Supplement, pursuant to which the offering is being made, (b) the maximum number of Ordinary Shares represented by ADSs authorized for issuance hereunder and representing the maximum number of authorized but unissued Ordinary Shares (less the number of Ordinary Shares issuable upon exercise, conversion or exchange of any outstanding securities of the Company or otherwise reserved from the Company’s authorized Ordinary Shares), or (c) the number or dollar amount of ADSs representing the maximum number of Ordinary Shares that would cause the Company or the offering of the ADSs to not satisfy the eligibility and transaction requirements for use of Form F-3, including, if applicable, General Instruction I.B.5 of Registration Statement on Form F-3 (the lesser of (a), (b) and (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 2 on the number and aggregate sales price of ADSs issued and sold under this Agreement shall be the sole responsibility of the Company and that the Manager shall have no obligation in connection with such compliance.
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Samples: Market Offering Agreement (Can-Fite BioPharma Ltd.), Market Offering Agreement (Trinity Biotech PLC)
Sale and Delivery of ADSs. The Company proposes to issue and sell through or to the Manager, as sales agent and/or principal, up to $25,000,000 of ADSs from time to time during the term of this Agreement and on the terms set forth herein, up to provided, however in no event shall the Company issue or sell through the Manager such number of Ordinary Shares represented by ADSs that does not exceed exceeds the lesser of (a) the number or dollar amount of ADSs representing the amount of Ordinary Shares represented by ADSs registered on the Prospectus Supplement, Registration Statement pursuant to which the offering is being made, (b) the maximum number of Ordinary Shares represented by ADSs authorized for issuance hereunder and representing the maximum number of authorized but unissued Ordinary Shares (less the number of Ordinary Shares or ADSs issuable upon exercise, conversion or exchange of any outstanding securities of the Company or otherwise reserved from the Company’s authorized Ordinary Sharesshare capital), or and (c) the number or dollar amount of ADSs representing the maximum number of Ordinary Shares represented by ADSs that would cause the Company or the offering of the ADSs to not satisfy may be offered and sold in accordance with the eligibility and transaction requirements for use of Form F-3, including, if applicable, General Instruction I.B.5 of Registration Statement on Form F-3 (the lesser of (a), (b) and (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 2 on the number and aggregate sales price of ADSs issued and sold under this Agreement shall be the sole responsibility of the Company and that the Manager shall have no obligation in connection with such compliance.
Appears in 2 contracts
Samples: Market Offering Agreement (BioLineRx Ltd.), Market Offering Agreement (BioLineRx Ltd.)
Sale and Delivery of ADSs. The Company proposes to issue and sell through or to the Manager, as sales agent and/or principal, from time to time during the term of this Agreement and on the terms set forth herein, up to such number the lesser of Ordinary Shares represented by ADSs that does not exceed (a) the number or dollar amount of ADSs representing the amount of Ordinary Shares registered on the Prospectus Supplement, Registration Statement pursuant to which the offering is being made, (b) the maximum number of Ordinary Shares represented by ADSs authorized for issuance hereunder and representing the maximum number of authorized but unissued Ordinary Shares (less the number of Ordinary Shares or ADSs issuable upon exercise, conversion or exchange of any outstanding securities of the Company or otherwise reserved from the Company’s authorized Ordinary Sharesshare capital), or (c) the number or dollar amount of ADSs representing the maximum number of Ordinary Shares ADSs that would cause the Company or the offering of the ADSs to not satisfy the eligibility and transaction requirements for use of Form F-3, including, if applicable, General Instruction I.B.5 of Registration Statement on Form F-3 (the lesser of (a), (b) and (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 2 on the number and aggregate sales price of ADSs issued and sold under this Agreement shall be the sole responsibility of the Company and that the Manager shall have no obligation in connection with such compliance.
Appears in 1 contract
Samples: Market Offering Agreement (Stealth BioTherapeutics Corp)
Sale and Delivery of ADSs. The Company proposes to issue and sell through or to the Manager, as sales agent and/or principal, from time to time during the term of this Agreement and on the terms set forth herein, up to such number of Ordinary Shares represented by ADSs that does not exceed the lesser of (a) the number or dollar amount of ADSs representing the amount of Ordinary Shares registered on the Prospectus Supplement, pursuant to which the offering is being made, (b) the maximum number of Ordinary Shares represented that the Board, or a duly authorized committee thereof, is authorized by ADSs authorized for issuance hereunder and representing the maximum number of authorized but unissued Ordinary Shares (less the number of Ordinary Shares issuable upon exercise, conversion or exchange of any outstanding securities of the Company or otherwise reserved from the Company’s authorized Ordinary Shares), or shareholders to allot on a non-pre-emptive basis from time to time in accordance with the provisions of the Companies Act and (c) the number or dollar amount of ADSs representing the maximum number of Ordinary Shares that would cause the Company or the offering of the ADSs to not satisfy the eligibility and transaction requirements for use of Form F-3S-3, including, if applicable, General Instruction I.B.5 I.B.6 of Registration Statement on Form F-3 S-3 (the lesser such number of Ordinary Shares represented by ADSs that can be issued and sold under this Agreement under (a), (b) and (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 2 on the number and aggregate sales price of ADSs issued and sold under this Agreement shall be the sole responsibility of the Company and that the Manager shall have no obligation in connection with such compliance.
Appears in 1 contract
Sale and Delivery of ADSs. The Company proposes to issue and sell through or to the Manager, as sales agent and/or principal, from time to time during the term of this Agreement and on the terms set forth herein, up to such number of ADSs (each ADS representing 180 Ordinary Shares represented by ADSs Shares) that does not exceed (a) the number or dollar amount of ADSs representing the amount of Ordinary Shares registered on included in the Prospectus SupplementSupplement to the Registration Statement, pursuant to which the offering is being made, (b) the maximum number of Ordinary Shares represented by ADSs authorized for issuance hereunder and representing the maximum number of authorized but unissued Ordinary Shares (less the number of Ordinary Shares issuable upon exercise, conversion or exchange of any outstanding securities of the Company or otherwise reserved from the Company’s authorized Ordinary Shares), or (c) the number or dollar amount of ADSs representing the maximum number of Ordinary Shares securities that would cause the Company or the offering of the ADSs to not satisfy the eligibility and transaction requirements for use of Form F-3S-3, including, if applicable, General Instruction I.B.5 I.B.6 of Registration Statement on Form F-3 S-3 (the lesser of (a), (b) and (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 2 on the number and aggregate sales price of ADSs issued and sold under this Agreement shall be the sole responsibility of the Company and that the Manager shall have no obligation in connection with such compliance.
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Sale and Delivery of ADSs. The Company proposes to issue and sell through or to the Manager, as sales agent and/or principal, up to $750,000,000 of ADSs from time to time during the term of this Agreement and on the terms set forth herein, up to provided, however in no event shall the Company issue or sell through the Manager such number of Ordinary Shares represented by ADSs that does not exceed exceeds the lesser of (a) the number or dollar amount of ADSs representing the amount of Ordinary Shares represented by ADSs registered on the Prospectus Supplement, Registration Statement pursuant to which the offering is being made, (b) the maximum number of Ordinary Shares represented by ADSs authorized for issuance hereunder and representing the maximum number of authorized but unissued Ordinary Shares (less the number of Ordinary Shares or ADSs issuable upon exercise, conversion or exchange of any outstanding securities of the Company or otherwise reserved from the Company’s authorized Ordinary Sharesshare capital), or and (c) the number or dollar amount of ADSs representing the maximum number of Ordinary Shares represented by ADSs that would cause the Company or the offering of the ADSs to not satisfy may be offered and sold in accordance with the eligibility and transaction requirements for use of Form F-3, including, if applicable, General Instruction I.B.5 of Registration Statement on Form F-3 (the lesser of (a), (b) and (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 2 on the number and aggregate sales price of ADSs issued and sold under this Agreement shall be the sole responsibility of the Company and that the Manager shall have no obligation in connection with such compliance.
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