Transactions at the Closing. At the Closing, the Company shall deliver to Lender the following documents and certificates (unless otherwise waived in writing by the Lender, in its sole and absolute discretion): 3.2.1. a true and correct copy of the resolutions of the Board of Directors of the Company (the “Board”), in the form attached hereto as Exhibit 3.2.1, approving this Agreement and the transactions contemplated herein and in the ancillary agreements and documents attached hereto, which shall include: (a) the execution of a floating charge debenture between the Company and the Lender, in the form attached hereto as Exhibit 3.2.1(a) (the “Floating Charge Debenture”); (b) the execution of a fixed and floating charge debenture between the Company and the Lender, in the form attached hereto as Exhibit 3.2.1(b) (the “Accounts Pledge Debenture”); (c) the execution of a fixed charge debenture between the Company and the Lender, in the form attached hereto as Exhibit 3.2.1(c) (the “IP Pledge Debenture”, and together with the Floating Charge Debenture and the Accounts Pledge Debenture, the “Israeli Security Documents”); (d) the execution of a US intellectual property security agreement between the Company and the Lender, in the form attached hereto as Exhibit 3.2.1(d) (the “IP Security Agreement”, and together with the Israeli Security Documents, the “Company Charge Agreements”); (e) the issuance and delivery at the Closing of a warrant in the form attached hereto as Exhibit 3.2.1(e) (the “Warrant”), in accordance with the provisions of this Agreement, for no additional consideration, and the approval of the issuance and delivery of the shares upon the exercise of the Warrant, all in accordance with the terms of this Agreement, and the reservation, at all times, of a sufficient number of Company shares underlying said Warrant and issuable upon the exercise of the Warrant; and (f) the amendment of the Company’s Articles of Association in order to reflect changes required pursuant to this Agreement, in the form attached hereto as Exhibit 3.2.1(f) (the “Amended and Restated AOA”). 3.2.2. Reserved; 3.2.3. a true and correct copy of the duly signed resolutions of the shareholders of the Company, including resolutions of the required preferred majority shareholders, in the form attached hereto as Exhibit 3.2.3, approving (i) this Agreement and the transactions contemplated herein and in the ancillary agreements and documents attached hereto, (ii) the amendment of the AOA by the Amended and Restated AOA, and (iii) the issuance of the Warrant to Lender hereunder; 3.2.4. copies of the Required Consents and Approvals; 3.2.5. each of the Israeli Security Documents duly executed by the Company, together with (i) its respective Hebrew translation and a certification thereof as true translation, (ii) applicable 10-forms for the registration of the Israeli Security Documents with the Israeli Companies’ Registrar, (iii) in relation to the IP Pledge Debenture – applicable registration form for the registration thereof with the Israeli Patents Office, and (iv) the IIA Approval (as defined below), in each case of (i) through (iii) above – in forms attached hereto (where attached) or otherwise reasonably acceptable to Lender. Within three (3) Business Days following the Closing, the Company shall procure filing of such forms with the Israeli Companies’ Registrar, and in relation to the IP Pledge Debenture – also with the Israeli Patents Office, and within thirty (30) days of the Closing shall provide Lender with certificates issued by the Israeli Companies’ Registrar confirming the registration of all Israeli Security Documents, and in relation to the IP Pledge Debenture – also by the Israeli Patents Office confirming same; 3.2.6. the IP Security Agreement duly executed by the Company. Lender shall take care of filing a UCC-1 statement in respect thereof; 3.2.7. Copy of the application made by the Company to the IIA requesting its approval for the creation of the Liens created under the Security Documents over all IIA-Funded Know-How (the “IIA Approval”), in the form agreed with Xxxxxx; 3.2.8. Reserved; 3.2.9. duly and validly executed Warrant; 3.2.10. an opinion of counsel to the Company, in the form attached hereto as Exhibit 3.2.10; and 3.2.11. a Closing Compliance Certificate in the form attached as Exhibit 1.1(b), hereto, duly executed by the Company’s Chief Executive Officer and/or Chief Financial Officer. 3.2.12. satisfaction by Xxxxxx that all payments due and payable at Closing, including payments pursuant to Section 9 below, have been fully paid.
Appears in 1 contract
Samples: Financing Agreement (Holisto Ltd.)
Transactions at the Closing. At the ClosingClosing Date, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:
2.2.1. The Company shall deliver to Lender the Investors the following documents and certificates (unless otherwise waived in writing by or cause the Lender, in its sole and absolute discretion):following actions to be completed:
3.2.12.2.1.1. a A true and correct copy of the resolutions written consent of the Board Company’s Board, in the fonn attached hereto as Exhibit 2.
2.1.1 approving, inter alia׳, (i) the entering into, execution, delivery and performance of Directors this Agreement, including any exhibits, schedules and ancillary documents hereto and approving all the transactions contemplated herein, therein and thereby; (ii) the issuance and allotment of the Purchased Shares and the Warrants to the Investors against payment of the Investment Amount; (iii) the issuance of the Agent Warrants to the Placement Agent and (iv) the issuance of Ordinary Shares upon conversion of shareholder loans as set forth in Section 2.2.1.8 below.
2.2.1.2. A true and correct copy of the minutes of the general meeting of the shareholders of the Company, approving (i) the entering into, execution, delivery and performance of this Agreement, including any exhibits, schedules and ancillary documents hereto and approving all the transactions contemplated herein, therein and thereby; (ii) the adoption of the Amended and Restated Articles of Association of the Company (the “BoardAmended Articles”), in the form attached hereto as Exhibit 3.2.10.0.0.0: (iii) the issuance of the Purchased Shares, approving this Agreement the Warrants and the transactions contemplated herein Agent Warrants (as set forth in Section 8.1 below), the issuance of the Ordinary Shares upon the exercise of the Warrants and in the ancillary agreements Agent Warrants and documents attached hereto, which shall include:
reserving share capital for the Warrants and the Agent Warrants; and (aiv) the execution issuance of a floating charge debenture between the Company and the LenderOrdinary Shares upon conversion of shareholder loans as set forth in Section 2.2.1.8 below.
2.2.1.3. Validly executed Warrants, in the form attached hereto as Exhibit 3.2.1(a) (the “Floating Charge Debenture”)1.4;
(b) the execution of a fixed and floating charge debenture between the Company and the Lender2.2.1.4. Validly executed Agent Warrants, in the form attached hereto as Exhibit 3.2.1(b) (the “Accounts Pledge Debenture”)8.1;
(c) 2.2.1.5. A true and correct copy of the execution Company’s shareholders register evidencing the issuance of a fixed charge debenture between the Company and Purchased Shares, certified by the LenderCompany’s Chief Executive Officer, in the form attached hereto as Exhibit 3.2.1(c) (the “IP Pledge Debenture”, and together with the Floating Charge Debenture and the Accounts Pledge Debenture, the “Israeli Security Documents”)2.2.1.5;
(d) the execution 2.2.1.6. A waiver signed by each shareholder of a US intellectual property security agreement between the Company and the Lender, in the form attached hereto as Exhibit 3.2.1(d) (the “IP Security Agreement”, and together with the Israeli Security Documents, the “Company Charge Agreements”);
(e) the issuance and delivery at the Closing of a warrant in the form attached hereto as Exhibit 3.2.1(e) (the “Warrant”), in accordance with the provisions of this Agreement, for no additional consideration, and the approval of the issuance and delivery of the shares upon the exercise of the Warrant, all in accordance with the terms of this Agreement, and the reservation, at all times, of a sufficient number of Company shares underlying said Warrant and issuable upon the exercise of the Warrant; and
(f) the amendment of the Company’s Articles of Association in order to reflect changes required pursuant to this Agreement, in the form attached hereto as Exhibit 3.2.1(f) (the “Amended and Restated AOA”).
3.2.2. Reserved;
3.2.3. a true and correct copy of the duly signed resolutions of the shareholders of the Company, including resolutions of the required preferred majority shareholders, in the form attached hereto as Exhibit 3.2.3, approving (i) this Agreement and the transactions contemplated herein and in the ancillary agreements and documents attached hereto, (ii) the amendment of the AOA by the Amended and Restated AOA, and (iii) the issuance of the Warrant to Lender hereunder;
3.2.4. copies of the Required Consents and Approvals;
3.2.5. each of the Israeli Security Documents duly executed by the Company, together with (i) its respective Hebrew translation and a certification thereof as true translation, (ii) applicable 10-forms for the registration of the Israeli Security Documents with the Israeli Companies’ Registrar, (iii) in relation to the IP Pledge Debenture – applicable registration form for the registration thereof with the Israeli Patents Office, and (iv) the IIA Approval (as defined below), in each case of (i) through (iii) above – in forms attached hereto (where attached) or otherwise reasonably acceptable to Lender. Within three (3) Business Days following the Closing, the Company shall procure filing of such forms with the Israeli Companies’ Registrar, and in relation to the IP Pledge Debenture – also with the Israeli Patents Office, and within thirty (30) days of the Closing shall provide Lender with certificates issued by the Israeli Companies’ Registrar confirming the registration of all Israeli Security Documents, and in relation to the IP Pledge Debenture – also by the Israeli Patents Office confirming same;
3.2.6. the IP Security Agreement duly executed by the Company. Lender shall take care of filing a UCC-1 statement in respect thereof;
3.2.7. Copy of the application made by the Company to the IIA requesting its approval for the creation of the Liens created under the Security Documents over all IIA-Funded Know-How (the “IIA Approval”), in the form agreed with Xxxxxx;
3.2.8. Reserved;
3.2.9. duly and validly executed Warrant;
3.2.10. an opinion of counsel to the Company, in the form attached hereto as Exhibit 3.2.10; and2.2.L6;
3.2.112.2.1.7. A certificate signed by the Chief Executive Officer of the Company stating that the conditions specified in Section 6 of this Agreement have been fulfilled, in the form attached hereto as Exhibit 2.2.1.7;
2.2.1.8. Validly executed loan agreements with the Company’s current shareholders, in the form reasonably acceptable to the Investors, pursuant to which (i) shareholders’ loans, in an aggregate amount of ILS 3,756,944 shall be converted into the Ordinary Shares immediately prior to the Closing and (ii) the balance of the shareholders’ loans outstanding as of the Effective Date, in an aggregate amount of ILS 3,756,944, shall not bear any interest and shall be repaid to the lending shareholders by 24 equal monthly repayments commencing the second anniversary date of the IPO.
2.2.1.9. A copy of indemnity agreement with the person appointed by the Investors as a Closing Compliance Certificate director of the Company in the form attached as Exhibit 1.1(b2.2.L9 (the “Indemnification Agreement”), hereto, ;
2.2.1.10. A copy of validly executed engagement letter between the Company and Aegis Capital Corp. (“Aegis Capital”) providing for engagement by the Company of Aegis Capital services for the purposes of the IPO; and
2.2.1.11. A copy of duly completed and executed by notices to the Israeli Companies Registrar with regard to the: (i) adoption of the Amended Articles; (ii) issuance of the Purchased Shares; and (iii) changes to the Company’s Chief Executive Officer and/or Chief Financial OfficerBoard, in the forms attached hereto as Exhibits 2.2.1.10(i)-(iii).
3.2.122.2.2. satisfaction Each Investor, severally and not jointly, shall cause the transfer of its respective portion of the Investment Amount to the Company, by Xxxxxx that all payments due and payable at Closing, including payments pursuant to Section 9 below, have been fully paidwire transfer. The wire transfer will be xxxxx accounts designated in writing by the Company within 3 days.
Appears in 1 contract
Transactions at the Closing. At the Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:
3.2.1. The Company shall deliver to the Lender the following documents and certificates (unless otherwise receipt of which is waived in writing by the Lender, in its sole and absolute discretion):
3.2.13.2.1.1. a true and correct copy A copy, duly certified by the CEO of the Company or the Chairman of the Board on behalf of the Company and not in any personal capacity, of resolutions of the Board of Directors of the Company (the “Board”)Company’s shareholders, substantially in the form attached hereto as Exhibit 3.2.1Schedule 3.2.1.1(a) (“Shareholders Resolution”) which resolutions include (without limitation): (i) replacing (effective as of immediately prior to the Closing) the existing Articles of Association of the Company with the Amended and Restated Articles of Association in the form attached hereto as Schedule 3.2.1.1(b) (the “Amended Articles”), and (ii) approving the execution and delivery by the Company of, and the performance thereby of all of its obligations under, this Agreement (including any schedules or exhibits hereto) and all documents and agreements ancillary hereto to which the Company is a party (collectively, the “Transaction Documents”), and the consummation of all transactions contemplated herein hereby and thereby.
3.2.1.2. A copy, duly certified by the CEO of the Company or the Chairman of the Board on behalf of the Company and not in any personal capacity, of resolutions of the Board, substantially in the ancillary agreements and documents form attached hereto, which shall include:
hereto as Schedule 3.2.1.2 (athe “Board Resolution”) approving (without limitation) the execution and delivery by the Company of, and the performance thereby of all of its obligations under, the Transaction Documents, and the consummation of all transactions contemplated thereby, including without limitation the grant of the Warrant to the Lender at the Closing, the reservation of a floating charge debenture between sufficient number of ordinary shares of the Company par value NIS 0.01 each (the “Ordinary Shares”) to be issued to the Lender upon his exercise of the Warrant, the issuance of the Ordinary Shares issuable upon the exercise of the Warrant and the reservation and the issuance of the shares issuable upon conversion of the Loan Amount (except with respect to such shares issuable upon conversion of the Loan Amount pursuant to Sections 4.1.2 and 4.1.3 below).
3.2.1.3. Validly executed copy of the Warrant granted in the name of Lender, in the form attached hereto as Exhibit 3.2.1(a) (A.
3.2.1.4. A certificate from the “Floating Charge Debenture”);
(b) Company duly executed by the execution CEO of a fixed and floating charge debenture between the Company on behalf of the Company and not in any personal capacity, dated as of the LenderClosing Date, substantially in the form attached hereto as Exhibit 3.2.1(b) (the “Accounts Pledge Debenture”);
(c) the execution Schedule 3.2.1.4, confirming and certifying on behalf of a fixed charge debenture between the Company and not in any personal capacity that the Lenderrepresentations and warranties set forth in Section 7 hereof (including without limitations, in such representations and warranties made as of the form attached hereto as Exhibit 3.2.1(c) (the “IP Pledge Debenture”, and together with the Floating Charge Debenture and the Accounts Pledge Debenture, the “Israeli Security Documents”);
(d) the execution of a US intellectual property security agreement between the Company and the Lender, in the form attached hereto as Exhibit 3.2.1(d) (the “IP Security Agreement”, and together with the Israeli Security Documents, the “Company Charge Agreements”);
(e) the issuance and delivery at the Closing of a warrant in the form attached hereto as Exhibit 3.2.1(e) (the “Warrant”), in accordance with the provisions date of this Agreement, for no additional consideration, ) are true and the approval correct as of the issuance Closing Date as if made on the Closing Date and delivery that the Company has performed and complied with all of its respective covenants, agreements and undertakings set forth herein.
3.2.1.5. Evidence reasonably satisfactory to the Lender that any preemptive or participation rights relating to the grant of the shares Warrant, the issuance of Ordinary Shares upon the exercise of the Warrant, the issuance of any securities of the Company upon conversion of the Loan Amount pursuant to this Agreement and the right to participate in the lending of the Loan Amount, and any anti-dilution rights as may potentially be triggered in connection with the foregoing, including rights triggered by issuances upon an exercise or conversion, if applicable, as may exist pursuant to the Company’s articles of association or any other agreements of the Company, shall have been properly waived or that the Company shall have fully satisfied all obligations relating thereto.
3.2.2. The Lender shall issue to the Company a valid tax invoice in connection with the grant of the Warrant, and the Company shall pay Lender in cash the amount of the VAT indicated in such valid tax invoice, all in accordance with the terms provisions of this Agreement, and the reservation, at all times, of a sufficient number of Company shares underlying said Warrant and issuable upon the exercise of the Warrant; and
(f) the amendment of the Company’s Articles of Association in order to reflect changes required pursuant to this Agreement, in the form attached hereto as Exhibit 3.2.1(f) (the “Amended and Restated AOA”)Section 6.1 below.
3.2.2. Reserved;
3.2.3. a true and correct copy of the duly signed resolutions of the shareholders of the Company, including resolutions of the required preferred majority shareholders, in the form attached hereto as Exhibit 3.2.3, approving (i) this Agreement and the transactions contemplated herein and in the ancillary agreements and documents attached hereto, (ii) the amendment of the AOA by the Amended and Restated AOA, and (iii) the issuance of the Warrant to Lender hereunder;
3.2.4. copies of the Required Consents and Approvals;
3.2.5. each of the Israeli Security Documents duly executed by the Company, together with (i) its respective Hebrew translation and a certification thereof as true translation, (ii) applicable 10-forms for the registration of the Israeli Security Documents with the Israeli Companies’ Registrar, (iii) in relation to the IP Pledge Debenture – applicable registration form for the registration thereof with the Israeli Patents Office, and (iv) the IIA Approval (as defined below), in each case of (i) through (iii) above – in forms attached hereto (where attached) or otherwise reasonably acceptable to Lender. Within three (3) Business Days following the Closing, the Company shall procure filing of such forms with the Israeli Companies’ Registrar, and in relation to the IP Pledge Debenture – also with the Israeli Patents Office, and within thirty (30) days of the Closing shall provide Lender with certificates issued by the Israeli Companies’ Registrar confirming the registration of all Israeli Security Documents, and in relation to the IP Pledge Debenture – also by the Israeli Patents Office confirming same;
3.2.6. the IP Security Agreement duly executed by the Company. Lender shall take care of filing a UCC-1 statement in respect thereof;
3.2.7. Copy of the application made by the Company to the IIA requesting its approval for the creation of the Liens created under the Security Documents over all IIA-Funded Know-How (the “IIA Approval”), in the form agreed with Xxxxxx;
3.2.8. Reserved;
3.2.9. duly and validly executed Warrant;
3.2.10. an opinion of counsel to the Company, in the form attached hereto as Exhibit 3.2.10; and
3.2.11. a Closing Compliance Certificate in the form attached as Exhibit 1.1(b), hereto, duly executed by the Company’s Chief Executive Officer and/or Chief Financial Officer.
3.2.12. satisfaction by Xxxxxx that all payments due and payable at Closing, including payments pursuant to Section 9 below, have been fully paid.
Appears in 1 contract
Samples: Convertible Loan Credit Line Agreement (Macrocure Ltd.)
Transactions at the Closing. At the Closing, the following transactions shall take place, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any required document delivered until all such transactions have been completed and all required documents delivered:
2.2.1. The Purchaser shall have received from the Company shall deliver to Lender the following documents and certificates following:
(unless otherwise waived in writing by the Lender, in its sole and absolute discretion):
3.2.1. a a) true and correct copy copies of the resolutions of each of (i) the Audit Committee of the Company’s Board of Directors (the “Audit Committee”), and (ii) the Company’s Board of the Company Directors (the “Board”);
(b) a compliance certificate duly executed by the Chief Executive Officer or Chief Financial Officer of the Company to be dated and released on the Closing Date, substantially in the form attached hereto as Exhibit 3.2.12.2.1(b), approving this Agreement certifying that: (i) the representations and warranties of the transactions contemplated herein Company hereunder are true and correct as of the date hereof and are true and correct in all material respects as of the Closing Date as if made on such date (unless, in each case, any such representation or warranty of the Company speaks as of a specific date therein, in which case such representation or warranty shall be true and correct in all material respects as of such date); (ii) all covenants required by the terms hereof to be performed by the Company on or prior to the Closing Date have been so performed in all material respects; and (iii) from the date hereof and until the Closing Date, there has not been a Material Adverse Effect, as defined below and in the ancillary agreements and documents attached hereto, which shall include:
(a) the execution of a floating charge debenture between the Company and the Lender, in the form attached hereto as Exhibit 3.2.1(a) (the “Floating Charge Debenture”);
(b) the execution of a fixed and floating charge debenture between the Company and the Lender, in the form attached hereto as Exhibit 3.2.1(b) (the “Accounts Pledge Debenture”)accordance with Section 6.1.5 hereof;
(c) the execution of a fixed charge debenture between the Company and the Lender, in the form attached hereto as Exhibit 3.2.1(c) (the “IP Pledge Debenture”, and together with the Floating Charge Debenture and the Accounts Pledge Debenture, the “Israeli Security Documents”);
(d) the execution of a US intellectual property security agreement between the Company and the Lender, in the form attached hereto as Exhibit 3.2.1(d) (the “IP Security Agreement”, and together with the Israeli Security Documents, the “Company Charge Agreements”);
(e) the issuance and delivery at the Closing of a warrant in the form attached hereto as Exhibit 3.2.1(e) (the “Warrant”), in accordance with the provisions of this Agreement, for no additional consideration, and the approval counterpart of the issuance Amended and delivery of the shares upon the exercise of the Warrant, all in accordance with the terms of this Agreement, and the reservation, at all times, of a sufficient number of Company shares underlying said Warrant and issuable upon the exercise of the Warrant; and
(f) the amendment of the Company’s Articles of Association in order to reflect changes required pursuant to this Restated Registration Rights Agreement, in the form attached hereto as Exhibit 3.2.1(f2.2.1(c) (the “Amended and Restated AOARegistration Rights Agreement”).
3.2.2. Reserved, duly executed by the Company;
3.2.3. (x) xxxx executed irrevocable letter of instructions from the Company to the Company’s transfer agent and registrar, American Stock Transfer and Trust Company LLC, instructing the recordation of the issuance of the Closing Shares to the Purchaser and the delivery of the Closing Shares in book entry form to the Purchaser;
(e) an approval from the TASE that the Closing Shares have been listed for trading; and
(f) a true and correct copy of the duly signed resolutions Notice of Listing of Additional Shares in respect of the shareholders Closing Shares duly submitted to NASDAQ.
2.2.2. The Company shall have received from the Purchaser the following:
(a) a compliance certificate duly executed by an executive officer of the Company, including resolutions managing general partner of the required preferred majority shareholdersPurchaser to be dated and released on the Closing Date, substantially in the form attached hereto as Exhibit 3.2.32.2.2(a), approving certifying that: (i) this Agreement the representations and warranties of the transactions contemplated herein Purchaser hereunder are true and correct as of the date hereof and are true and correct in all material respects as of the ancillary agreements Closing Date as if made on such date (unless, in each case, any such representation or warranty of the Purchaser speaks as of a specific date therein, in which case such representation or warranty shall be true and documents attached hereto, correct in all material respects as of such date); and (ii) all covenants required by the amendment terms hereof to be performed by the Purchaser on or prior to the Closing Date have been so performed in all material respects;
(b) a counterpart of the AOA by the Amended and Restated AOA, and (iii) the issuance of the Warrant to Lender hereunder;
3.2.4. copies of the Required Consents and Approvals;
3.2.5. each of the Israeli Security Documents duly executed by the Company, together with (i) its respective Hebrew translation and a certification thereof as true translation, (ii) applicable 10-forms for the registration of the Israeli Security Documents with the Israeli Companies’ Registrar, (iii) in relation to the IP Pledge Debenture – applicable registration form for the registration thereof with the Israeli Patents Office, and (iv) the IIA Approval (as defined below), in each case of (i) through (iii) above – in forms attached hereto (where attached) or otherwise reasonably acceptable to Lender. Within three (3) Business Days following the Closing, the Company shall procure filing of such forms with the Israeli Companies’ Registrar, and in relation to the IP Pledge Debenture – also with the Israeli Patents Office, and within thirty (30) days of the Closing shall provide Lender with certificates issued by the Israeli Companies’ Registrar confirming the registration of all Israeli Security Documents, and in relation to the IP Pledge Debenture – also by the Israeli Patents Office confirming same;
3.2.6. the IP Security Registration Rights Agreement duly executed by the Company. Lender shall take care Purchaser; and
(c) the Purchase Price, by electronic transfer of filing a UCC-1 statement in respect thereof;
3.2.7. Copy of the application made by the Company immediately available cleared funds to the IIA requesting its approval for the creation account of the Liens created under the Security Documents over all IIA-Funded Know-How (the “IIA Approval”), in the form agreed with Xxxxxx;
3.2.8. Reserved;
3.2.9. duly and validly executed Warrant;
3.2.10. an opinion of counsel to the Company, the details of which the Company shall have communicated to the Purchaser at least two business days prior to the Closing Date.
(d) a completed and executed undertaking of FIMI Delaware to the Israel Innovation Authority in the form attached hereto as Exhibit 3.2.10; and
3.2.11. a Closing Compliance Certificate in 2.2.2(d) (the form attached as Exhibit 1.1(b“IIA Undertaking”), hereto, duly executed by the Company’s Chief Executive Officer and/or Chief Financial Officer.
3.2.122.2.3. satisfaction by Xxxxxx that The Company shall have obtained or submitted, as applicable, and delivered to the Purchaser copies of all payments due Required Approvals and payable at ClosingNotices (as defined below) set forth in Section 1 of Exhibit 4.5.2.
2.2.4. The approval of the Director General of the Israel Competition Authority to the consummation of the transactions contemplated herein (the “ICA Approval”) shall have been obtained.
2.2.5. The shareholders of the Company shall have approved the transactions contemplated in this Agreement and, including payments to the extent applicable, the other Transaction Documents (as defined below) pursuant to Section 9 below328(b)(i) of the Israeli Companies Law, have been fully paid5759-1999 (the “Companies Law”) and Sections 270(5) and 274 of the Companies Law (the “Company Shareholder Approval”).
Appears in 1 contract
Transactions at the Closing. At the ClosingClosing Date, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered:
2.2.1. The Company shall deliver to Lender the Investors the following documents and certificates (unless otherwise waived in writing by or cause the Lender, in its sole and absolute discretion):following actions to be completed:
3.2.12.2.1.1. a A true and correct copy of the resolutions written consent of the Board Company’s Board, in the form attached hereto as Exhibit 2.2.1.1 approving, inter alia: (i) the entering into, execution, delivery and performance of Directors this Agreement, including any exhibits, schedules and ancillary documents hereto and approving all the transactions contemplated herein, therein and thereby; (ii) the issuance and allotment of the Purchased Shares and the Warrants to the Investors against payment of the Investment Amount; (iii) the issuance of the Agent Warrants to the Placement Agent and (iv) the issuance of Ordinary Shares upon conversion of shareholder loans as set forth in Section 2.2.1.8 below.
2.2.1.2. A true and correct copy of the minutes of the general meeting of the shareholders of the Company, approving (i) the entering into, execution, delivery and performance of this Agreement, including any exhibits, schedules and ancillary documents hereto and approving all the transactions contemplated herein, therein and thereby; (ii) the adoption of the Amended and Restated Articles of Association of the Company (the “BoardAmended Articles”), in the form attached hereto as Exhibit 3.2.12.2.1.2; (iii) the issuance of the Purchased Shares, approving this Agreement the Warrants and the transactions contemplated herein Agent Warrants (as set forth in Section 8.1 below), the issuance of the Ordinary Shares upon the exercise of the Warrants and in the ancillary agreements Agent Warrants and documents attached hereto, which shall include:
reserving share capital for the Warrants and the Agent Warrants; and (aiv) the execution issuance of a floating charge debenture between the Company and the LenderOrdinary Shares upon conversion of shareholder loans as set forth in Section 2.2.1.8 below.
2.2.1.3. Validly executed Warrants, in the form attached hereto as Exhibit 3.2.1(a) (the “Floating Charge Debenture”)1.4;
(b) the execution of a fixed and floating charge debenture between the Company and the Lender2.2.1.4. Validly executed Agent Warrants, in the form attached hereto as Exhibit 3.2.1(b) (the “Accounts Pledge Debenture”)8.1;
(c) 2.2.1.5. A true and correct copy of the execution Company’s shareholders register evidencing the issuance of a fixed charge debenture between the Company and Purchased Shares, certified by the LenderCompany’s Chief Executive Officer, in the form attached hereto as Exhibit 3.2.1(c) (the “IP Pledge Debenture”, and together with the Floating Charge Debenture and the Accounts Pledge Debenture, the “Israeli Security Documents”)2.2.1.5;
(d) the execution 2.2.1.6. A waiver signed by each shareholder of a US intellectual property security agreement between the Company and the Lender, in the form attached hereto as Exhibit 3.2.1(d) (the “IP Security Agreement”, and together with the Israeli Security Documents, the “Company Charge Agreements”);
(e) the issuance and delivery at the Closing of a warrant in the form attached hereto as Exhibit 3.2.1(e) (the “Warrant”), in accordance with the provisions of this Agreement, for no additional consideration, and the approval of the issuance and delivery of the shares upon the exercise of the Warrant, all in accordance with the terms of this Agreement, and the reservation, at all times, of a sufficient number of Company shares underlying said Warrant and issuable upon the exercise of the Warrant; and
(f) the amendment of the Company’s Articles of Association in order to reflect changes required pursuant to this Agreement, in the form attached hereto as Exhibit 3.2.1(f) (the “Amended and Restated AOA”).
3.2.2. Reserved;
3.2.3. a true and correct copy of the duly signed resolutions of the shareholders of the Company, including resolutions of the required preferred majority shareholders, in the form attached hereto as Exhibit 3.2.3, approving (i) this Agreement and the transactions contemplated herein and in the ancillary agreements and documents attached hereto, (ii) the amendment of the AOA by the Amended and Restated AOA, and (iii) the issuance of the Warrant to Lender hereunder;
3.2.4. copies of the Required Consents and Approvals;
3.2.5. each of the Israeli Security Documents duly executed by the Company, together with (i) its respective Hebrew translation and a certification thereof as true translation, (ii) applicable 10-forms for the registration of the Israeli Security Documents with the Israeli Companies’ Registrar, (iii) in relation to the IP Pledge Debenture – applicable registration form for the registration thereof with the Israeli Patents Office, and (iv) the IIA Approval (as defined below), in each case of (i) through (iii) above – in forms attached hereto (where attached) or otherwise reasonably acceptable to Lender. Within three (3) Business Days following the Closing, the Company shall procure filing of such forms with the Israeli Companies’ Registrar, and in relation to the IP Pledge Debenture – also with the Israeli Patents Office, and within thirty (30) days of the Closing shall provide Lender with certificates issued by the Israeli Companies’ Registrar confirming the registration of all Israeli Security Documents, and in relation to the IP Pledge Debenture – also by the Israeli Patents Office confirming same;
3.2.6. the IP Security Agreement duly executed by the Company. Lender shall take care of filing a UCC-1 statement in respect thereof;
3.2.7. Copy of the application made by the Company to the IIA requesting its approval for the creation of the Liens created under the Security Documents over all IIA-Funded Know-How (the “IIA Approval”), in the form agreed with Xxxxxx;
3.2.8. Reserved;
3.2.9. duly and validly executed Warrant;
3.2.10. an opinion of counsel to the Company, in the form attached hereto as Exhibit 3.2.10; and2.2.1.6;
3.2.112.2.1.7. A certificate signed by the Chief Executive Officer of the Company stating that the conditions specified in Section 6 of this Agreement have been fulfilled, in the form attached hereto as Exhibit 2.2.1.7;
2.2.1.8. Validly executed loan agreements with the Company’s current shareholders, in the form attached hereto as Exhibit 2.2.1.8, pursuant to which balance of the shareholders’ loans outstanding as of the Effective Date, in an aggregate amount of ILS 3,756,944.43 (after an identical amount was converted into shares in 2020), shall not bear any interest and shall be repaid to the lending shareholders by 24 equal monthly repayments commencing the second anniversary date of the IPO.
2.2.1.9. A copy of indemnity agreement with the person appointed by the Investors as a Closing Compliance Certificate director of the Company in the form attached as Exhibit 1.1(b2.2.1.9 (the “Indemnification Agreement”), hereto, ;
2.2.1.10. A copy of validly executed engagement letter between the Company and Aegis Capital Corp. (“Aegis Capital”) providing for engagement by the Company of Aegis Capital services for the purposes of the IPO; and
2.2.1.11. A copy of duly completed and executed by notices to the Israeli Companies Registrar with regard to the: (i) adoption of the Amended Articles; (ii) issuance of the Purchased Shares; and (iii) changes to the Company’s Chief Executive Officer and/or Chief Financial OfficerBoard, in the forms attached hereto as Exhibits 2.2.1.10(i)-(iii).
3.2.122.2.2. satisfaction Each Investor, severally and not jointly, shall cause the transfer of its respective portion of the Investment Amount to the Company, by Xxxxxx that all payments due and payable at Closing, including payments pursuant wire transfer. The wire transfer will be made in US Dollars to Section 9 below, have been fully paidthe bank accounts designated in writing by the Company within 3 days.
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