Transactions at the Initial Closing. At the Initial 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: 2.2.1. The Company shall issue the Initial Purchased Shares to the Initial Investors, as provided in Section 1.1 hereof. 2.2.2. The Company shall deliver to the Initial Investors the following documents or cause the following actions to be completed: 2.2.2.1. Copies of minutes of the Company's shareholders, in the form attached hereto as Schedule 2.2.2.1(A), by which, among other things, (i) the share capital of the Company shall have been modified to create the new series of Class B Preferred Shares and the Existing Articles have been replaced with the Amended and Restated Articles of Association attached hereto as Schedule 2.2.2.1(B) (the “Amended Articles”), (ii) the shareholders of the Company shall have waived any preemptive in connection with the issuance of the Purchased Shares, and (iii) this Agreement and all other Transaction Documents (as defined below), shall have been approved; 2.2.2.2. Copies of minutes of the resolutions of the Board of Directors of the Company (the “Board”), in the form attached hereto as Schedule 2.2.2.2, by which the Company's Board (i) approves the issuance and the sale of the Initial Purchased Shares to the Initial Investors, (ii) recommends to the Company's shareholders to adopt the Amended Articles, and (iii) approves this Agreement and all other Transaction Documents; 2.2.2.3. Validly executed share certificates representing the Initial Purchased Shares, issued in the names of the Initial Investors, in the form attached hereto as Schedules 2.2.2.3; 2.2.2.4. The Company shall register the allotment of the Initial Purchased Shares to the Initial Investors in the Shareholders Register of the Company. 2.2.3. The Initial Investors shall, severally and not jointly, cause the transfer to the Company of the applicable portions of the Initial Purchase Price in consideration of the Initial Purchased Shares, by wire transfer to the Company’s bank account as designated by the Company in writing prior to the Initial Closing. 2.2.4. The Company and the Initial Investors shall execute and deliver the Investors’ Rights Agreement in the form attached hereto as Schedule 2.2.4 (the “I▇▇”). 2.2.5. Each Investor, which is deemed to be an interested party as determined according to the Israeli Securities law shall execute and deliver to the company undertakings to the National Technological Innovation Authority (formerly the Israeli Office of the Chief Scientist - hereinafter referred to as the "OCS"), as required by the provisions of the Encouragement of Research, Development and Technological Innovation in the Industry Law 5744-1984 in the form attached hereto as Schedule 2.2.5 (the "OCS Undertakings").
Appears in 1 contract
Sources: Series B Preferred Share Purchase Agreement (Entera Bio Ltd.)
Transactions at the Initial Closing. At the Initial 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:
2.2.12.3.1. The Company shall issue the Initial Purchased Closing Shares to the Initial InvestorsInvestor, as provided in Section 1.1 hereof.
2.2.22.3.2. The Company shall deliver to the Initial Investors Investor the following documents or cause the following actions to be completed:
2.2.2.12.3.2.1. Copies True and correct copies of minutes resolutions of the Company's ’s shareholders, in the form attached hereto as Schedule 2.2.2.1(A2.3.2.1(A), by which, among other things, (i) the share capital of the Company shall have been reclassified and modified to create the new series of Class B Preferred Shares and the Existing Articles of Association of the Company have been replaced with the Amended and Restated Articles of Association attached hereto as Schedule 2.2.2.1(B2.3.2.1(B) (the “Amended Articles”), (ii) the shareholders of the Company shall have waived any preemptive preemptive, anti-dilution rights or similar rights in connection with the issuance of the Purchased Shares, Warrant and Warrant Shares, (iii) this Agreement, the Investors’ Rights Agreement (as defined below) and all other Transaction Documents (as defined below), and the issuance of the Shares, the Warrants and Warrant Shares to the Investor shall have been approved;
2.2.2.2. Copies , (iv) immediately prior to the Initial Closing an amount of minutes 7,754 of the resolutions Company’s Ordinary Shares, each having a nominal value of NIS 0.01 (“Ordinary Shares”) shall have been reserved for issuance upon the exercise of options to purchase Ordinary Shares granted or to be granted to employees, directors and consultants of the Board Company under the Company’s employee stock ownership plan (“ESOP”) or other similar arrangements (the “Pool”) of Directors which (a) 5,355 Ordinary Shares have been promised or otherwise allocated; and (b) 2,399 Ordinary Shares, which shall constitute, assuming the investment in the Company of the Initial Investment Amount and the entire Milestone Investment Amount, four percent (4%) of the Company’s outstanding share capital on a Fully Diluted Basis, shall be free for future issuance of Ordinary Shares to employees, directors and consultants of the Company (the “BoardUn-Allocated Pool”), (v) the Indemnification Agreements (as defined below) to be entered with each member of the Board of Directors shall have been approved, and (vi) the shareholders of the Company shall have agreed to a market stand-off period of not less than one hundred eighty (180) days following the Company’s initial public offering pursuant to a registration statement filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (an “IPO”);
2.3.2.2. True and correct copies of resolutions of the Board, in the form attached hereto as Schedule 2.2.2.22.3.2.2, by which the Company's ’s Board (i) approves the issuance and the sale of the Initial Purchased Shares, Warrant and Warrant Shares to the Initial InvestorsInvestor and reserving a sufficient number of Ordinary Shares to be issued upon conversion of the Shares and Warrant Shares, (ii) recommends to the Company's ’s shareholders to adopt the Amended Articles, and (iii) approves this Agreement, the Investors’ Rights Agreement and all other Transaction Documents, (iv) approves the reservation of the Pool, and (v) approves the entry into the Indemnification Agreements to be entered into by the Company with each member of the Board of Directors;
2.2.2.32.3.2.3. Validly A validly executed share certificates certificate representing the Initial Purchased Closing Shares, issued in the names name of the Initial InvestorsInvestor, in the form attached hereto as Schedules 2.2.2.32.3.2.3;
2.2.2.42.3.2.4. An opinion of counsel to the Company dated as of the Initial Closing Date, in the form attached hereto as Schedule 2.3.2.4;
2.3.2.5. Director indemnification agreements with all of the Company’s directors (including the Preferred A Director as such term is defined in the Amended Articles) duly executed and approved by the Company, in the form attached hereto as Schedule 2.3.2.5, and dated as of the Initial Closing (the “Indemnification Agreement”);
2.3.2.6. A certificate duly executed by the chief executive officer of the Company, dated as of the Initial Closing Date, in the form attached hereto as Schedule 2.3.2.6;
2.3.2.7. The Company shall register the allotment of the Initial Purchased Closing Shares to the Initial Investors Investor in the Shareholders Register of the Company, which shall be in the form attached hereto as Schedule 2.3.2.7; and
2.3.2.8. The Company shall register the appointment of the Preferred A Director in the Directors Register of the Company, which shall be in the form attached hereto as Schedule 2.3.2.8.
2.2.32.3.2.9. The Company shall deliver to the Investor a Warrant to acquire up to that number of Warrant Shares equals to the quotient determined by dividing (x) twenty five percent (25%) of the Initial Investors shall, severally and not jointly, Investment Amount by (y) the Price Per Share.
2.3.3. The Investor shall cause the transfer to the Company of the applicable portions of the Initial Purchase Price Investment Amount in consideration of the Initial Purchased Closing Shares, by wire transfer to the Company’s bank account as designated by the Company set forth in writing prior to the Initial ClosingSchedule 2.3.3 hereof.
2.2.42.3.4. The Company and the Initial Investors Investor shall execute and deliver the Investors’ Rights Agreement in the form attached hereto as Schedule 2.2.4 2.3.4 (the “I▇▇Investors’ Rights Agreement”).
2.2.52.3.5. Each InvestorWithin seven (7) days following the Initial Closing, which is deemed to be an interested party as determined according the Company shall deliver to the Israeli Securities law shall execute and deliver Registrar of Companies the applicable reports with respect to the company undertakings issuance and sale of the Initial Closing Shares, the reclassification of the Company’s share capital and creation of a new class of Preferred Shares and the appointment of the new members to the National Technological Innovation Authority (formerly Board and the Israeli Office adoption of the Chief Scientist - hereinafter referred to as the "OCS"), as required by the provisions of the Encouragement of Research, Development and Technological Innovation in the Industry Law 5744-1984 in the form attached hereto as Schedule 2.2.5 (the "OCS Undertakings")Amended Articles.
Appears in 1 contract
Sources: Series a Preferred Share Purchase Agreement (Entera Bio Ltd.)
Transactions at the Initial Closing. At the Initial 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 issue deliver to the Initial Investors the following documents or cause the following actions to be completed:
2.2.1.1. A true and correct copy of the written consent of the 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 this Agreement, including any exhibits, schedules and ancillary documents hereto and approving all the transactions contemplated herein, therein and thereby; (ii) the issuance of the Purchased Shares to the Initial InvestorsInvestors against payment of the Investment Amount; and (iii) the issuance of the Purchased Shares Consideration to Medigus for the Medigus Shares Consideration.
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 “Amended Articles”), in the form attached hereto as provided Exhibit 2.2.1.2; (iii) the issuance of the Purchased Shares; and (iv) the issuance of the Purchased Shares Consideration.
2.2.1.3. A certificate signed by the Chief Executive Officer of the Company stating that the conditions specified in Section 1.1 hereof5 of this Agreement have been fulfilled, in the form attached hereto as Exhibit 2.2.1.3;
2.2.1.4. Reserved;
2.2.1.5. A copy of a duly completed and executed indemnification agreements with the members of the Board including the director(s) appointed by the Investors (the “Indemnification Agreement”), in the form attached hereto as Exhibit 2.2.16.
2.2.1.6. A copy of the employment agreements between the Company and each of (i) ▇▇▇▇ ▇▇▇▇▇▇▇▇ (CEO), and (ii) ▇▇▇▇▇ ▇▇▇▇▇▇ (CFO), in the forms attached hereto as Exhibit 2.2.1.6(i) and Exhibit 2.2.1.6(ii).
2.2.1.7. Information Rights Letter issued to Medigus, dated as of the Initial Closing Date, duly executed by the Company, in the form attached hereto as Exhibit 2.2.1.7.
2.2.2. The Company Investors shall deliver to the Initial Investors Company the following documents or cause the following actions to be completed:
2.2.2.1. Copies The Indemnification Agreements with the director(s) appointed by the Investors, duly executed by such directors;
2.2.2.2. Any identification documents reasonably required for the purpose of minutes making the filings required with the Israeli Registrar of Companies.
2.2.2.3. Each Investor shall cause the transfer of its respective portion of the Investment Amount to the Company's shareholders, in the form attached hereto as Schedule 2.2.2.1(A), by which, among other things, (i) wire transfer. The wire transfer will be made in US Dollars to the share capital bank accounts designated in writing by the Company.
2.2.2.4. Resolution of the Company shall have been modified to create the new series Medigus' Board of Class B Preferred Shares and the Existing Articles have been replaced with the Amended and Restated Articles of Association attached hereto as Schedule 2.2.2.1(B) (the “Amended Articles”), (ii) the shareholders of the Company shall have waived any preemptive in connection with Directors approving the issuance of the Purchased Shares, and (iii) this Agreement and all other Transaction Documents (as defined below), shall have been approved;
2.2.2.2. Copies of minutes of the resolutions of the Board of Directors of the Company (the “Board”), in the form attached hereto as Schedule 2.2.2.2, by which the Company's Board (i) approves the issuance and the sale of the Initial Purchased Medigus Shares to the Initial Investors, (ii) recommends Consideration to the Company's shareholders to adopt the Amended Articles, and (iii) approves this Agreement and all other Transaction Documents;
2.2.2.3. Validly executed share certificates representing the Initial Purchased Shares, issued in the names of the Initial Investors, in the form attached hereto as Schedules 2.2.2.3;
2.2.2.4. The Company shall register the allotment of the Initial Purchased Shares to the Initial Investors in the Shareholders Register of the Company.
2.2.3. The Initial Investors shall, severally and not jointly, cause the transfer to the Company of the applicable portions of the Initial Purchase Price in consideration of the Initial Purchased Shares, by wire transfer to the Company’s bank account as designated by the Company in writing prior to the Initial Closing.
2.2.4. The Company and the Initial Investors shall execute and deliver the Investors’ Rights Agreement in the form attached hereto as Schedule 2.2.4 (the “I▇▇”).
2.2.5. Each Investor, which is deemed to be an interested party as determined according to the Israeli Securities law shall execute and deliver to the company undertakings to the National Technological Innovation Authority (formerly the Israeli Office of the Chief Scientist - hereinafter referred to as the "OCS"), as required by the provisions of the Encouragement of Research, Development and Technological Innovation in the Industry Law 5744-1984 in the form attached hereto as Schedule 2.2.5 (the "OCS Undertakings").
Appears in 1 contract
Sources: Share Purchase Agreement (Laminera Flow Optimization Ltd.)
Transactions at the Initial Closing. At the Initial 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:
2.2.1. The Company shall issue the Initial Purchased Shares to the Initial Investors, as provided in Section 1.1 hereof.
2.2.2. The Company shall deliver to the Initial Investors the following documents or cause the following actions to be completed:
2.2.2.1. Copies of minutes of the Company's shareholders, in the form attached hereto as Schedule 2.2.2.1(A), by which, among other things, (i) the share capital of the Company shall have been modified to create the new series of Class B Preferred Shares and the Existing Articles have been replaced with the Amended and Restated Articles of Association attached hereto as Schedule 2.2.2.1(B) (the “Amended Articles”), (ii) the shareholders of the Company shall have waived any preemptive in connection with the issuance of the Purchased Shares, and (iii) this Agreement and all other Transaction Documents (as defined below), shall have been approved;
2.2.2.2. Copies of minutes of the resolutions of the Board of Directors of the Company (the “Board”), in the form attached hereto as Schedule 2.2.2.2, by which the Company's Board (i) approves the issuance and the sale of the Initial Purchased Shares to the Initial Investors, (ii) recommends to the Company's shareholders to adopt the Amended Articles, and (iii) approves this Agreement and all other Transaction Documents;
2.2.2.3. Validly executed share certificates representing the Initial Purchased Shares, issued in the names of the Initial Investors, in the form attached hereto as Schedules 2.2.2.3;
2.2.2.4. The Company shall register the allotment of the Initial Purchased Shares to the Initial Investors in the Shareholders Register of the Company.
2.2.3. The Initial Investors shall, severally and not jointly, cause the transfer to the Company of the applicable portions of the Initial Purchase Price in consideration of the Initial Purchased Shares, by wire transfer to the Company’s bank account as designated by the Company in writing prior to the Initial Closing.
2.2.4. The Company and the Initial Investors shall execute and deliver the Investors’ Rights Agreement in the form attached hereto as Schedule 2.2.4 (the “I▇▇▇”).
2.2.5. Each Investor, which is deemed to be an interested party as determined according to the Israeli Securities law shall execute and deliver to the company undertakings to the National Technological Innovation Authority (formerly the Israeli Office of the Chief Scientist - hereinafter referred to as the "OCS"), as required by the provisions of the Encouragement of Research, Development and Technological Innovation in the Industry Law 5744-1984 in the form attached hereto as Schedule 2.2.5 (the "OCS Undertakings").
Appears in 1 contract
Sources: Series B Preferred Share Purchase Agreement (Entera Bio Ltd.)
Transactions at the Initial Closing. At the Initial 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:
2.2.1. The Company shall issue the Initial Purchased Shares to the Initial Investors, as provided in Section 1.1 hereof.
2.2.2. The Company shall deliver to the Initial Investors Investor the following documents or cause the following actions to be completeddocuments:
2.2.2.1. Copies (a) A true and correct copy of minutes the unanimous written consent of the Company's shareholders’s Board, in the form attached hereto as Schedule 2.2.2.1(A2.2.1 (a), by whichapproving, among other things, inter alia: (i) the entering into, execution, delivery and performance of this Agreement and approving all the transactions contemplated herein; (ii) the issuance and allotment of the Investors’ Shares to the Investors and the Additional Investors against payment of the Initial Investment Amount; (iii) the issuance of the Investors’ Optional Shares (if and when applicable) to the Investors and/or Additional Investors against and subject to payment of the Second Investment Amount; (iv) the reservation of the ESOP Pool; and (v) the issuance of the Warrants, the issuance of the Ordinary Shares upon the exercise thereof and reserving share capital for the Warrants.
(b) A true and correct copy of the Company shall have been modified minutes of the general meeting of the shareholders of the Company, in the form attached hereto as Schedule 2.2.1 (b)(i), approving, inter alia: (i) the entering into, execution, delivery and performance of this Agreement and approving all the transactions contemplated herein; (ii) the issuance and allotment of the Investors’ Shares to create the new series of Class B Preferred Shares Investors and the Existing Articles have been replaced with Additional Investors against payment of the Initial Investment Amount; (iii) the issuance of the Investors’ Optional Shares (if and when applicable) to the Investors and/or Additional Investors against and subject to payment of the Second Investment Amount; (iv) the reservation of the ESOP Pool; (vi) the adoption of the Amended and Restated Articles of Association attached hereto as Schedule 2.2.2.1(B) (the “Amended Articles”), in the form attached hereto as Schedule 2.2.1 (b)(ii); (vi) the increase of the authorized share capital of the Company; and (vi) the issuance of the Warrants, the issuance of the Ordinary Shares upon the exercise thereof and reserving share capital for the Warrants.
(c) Validly executed share certificates in the Investors’ and Additional Investors’ names, evidencing the Investors’ Shares issued to and purchased by the Investors and Additional Investors, in a form attached hereto as Schedule 2.2.1 (c) (including on account of the automatically converted Investors Loan);
(d) Validly executed Initial Warrants;
(e) The Company’s shareholders register, in a form attached hereto as Schedule 2.2.1 (d), evidencing the issuance of such Investors’ Shares to the Investors and conversion of Gershoni Loan;
(f) An opinion of counsel to the Company dated as of the Initial Closing Date, in the form attached hereto as Schedule 2.2.1(f);
(g) Certificates duly executed by the chief executive officer of the Company and each of the Founders, dated as of the Initial Closing Date, in the forms attached hereto as Schedule 2.2.1(g)(i) and (ii) (the shareholders “Compliance Certificates”);
(h) Executed copies of indemnity agreement with the persons appointed as a director of the Company shall in the form attached as Schedule 2.2.1(h) (the “Indemnification Agreements”);
(i) A copy of a duly completed and executed notices to the Israeli Companies Registrar with regard to the: (i) adoption of the Amended Articles, including the increase of the authorized share capital of the Company; (ii) issuance of the Investors’ Shares, and (iii) changes to the Company’s Board, all in form and substance acceptable to Investors for immediate filing with the Registrar;
(j) Waivers duly executed by each of the Company's shareholders waiving any and all preemptive rights, rights of first refusal, anti-dilution rights and any other participation or veto rights (whether under the current Articles of Association of the Company or any other agreement or under applicable law), if any, that they may have waived any preemptive in connection with the issuance of the Purchased Shares, and (iii) this Agreement and all other Transaction Documents (as defined below), shall have been approved;
2.2.2.2. Copies of minutes the grant of the resolutions of Warrants and the Board of Directors of exercise thereof, and the Company (the “Board”)transactions contemplated hereunder, in the form attached hereto as Schedule 2.2.2.2, 2.2.1(j);
(k) Gershoni's waiver of any payment by which the Company on account of Gershoni Loan;
(l) A copy of tax ruling issued by the Israeli Tax Authority under Section 104B of Israeli Income Tax Ordinance with regard to the transfer by Founders of the Intellectual Property (as defined below) to the Company's Board , as well as the approval issued by the Israeli Tax Authority under Section 104A of Israeli Income Tax Ordinance and the regulations promulgated thereunder pursuant to which (i) approves the issuance Company is deemed a ‘research and development’ company and (ii) the sale holdings of the Initial Purchased Shares controlling shareholders of the Company immediately prior to the Initial Investors, (ii) recommends Closing may be diluted to 25% of the Company's shareholders to adopt the Amended Articles, and (iii) approves this Agreement and all other Transaction Documents’s share capital;
2.2.2.3(m) Any third party consent required (if any) in connection with the transactions contemplated hereby, the issuance of the Purchased Shares and the grant of the Warrants.
2.2.2. Validly executed share certificates representing The Company and each of the Initial Purchased Shares, issued Founders shall enter into an employment or services agreement in the names of the Initial Investors, in the form forms attached hereto as Schedules 2.2.2.3;
2.2.2.4. The Company shall register the allotment of the Initial Purchased Shares to the Initial Investors in the Shareholders Register of the CompanySchedule 2.2.2(i)-(iv).
2.2.3. The Initial Investors shall, severally Each Investor and not jointly, Additional Investor shall cause the transfer to the Company of the applicable portions his entire respective portion of the Initial Purchase Price Investment Amount paid in consideration of for the Initial Purchased SharesInvestors’ Shares being issued to said Investor or Additional Investor, as more fully set forth in Schedule A, by wire transfer, banker’s check or such other form of payment as is mutually agreed by the Company and the Investors. The wire transfer (if so agreed) will be made in US Dollars or New Israeli Shekels (in accordance with the representative rate of exchange published by the Bank of Israel on the Business Day immediately preceding the Initial Closing Date) to the Company’s bank account as designated account, the details of which will be provided to the Investors by the Company in writing at least three (3) days prior to the Initial Closing.
2.2.4Closing Date. The Company and For the Initial Investors purpose hereof, “Business Day” shall execute and deliver mean a day, other than Friday, Saturday, Sunday or other day on which commercial banks in Tel-Aviv, Israel or the Investors’ Rights Agreement in the form attached hereto as Schedule 2.2.4 (the “I▇▇”).
2.2.5. Each Investor, which is deemed US are authorized or required by law to be an interested party as determined according to the Israeli Securities law shall execute and deliver to the company undertakings to the National Technological Innovation Authority (formerly the Israeli Office of the Chief Scientist - hereinafter referred to as the "OCS"), as required by the provisions of the Encouragement of Research, Development and Technological Innovation in the Industry Law 5744-1984 in the form attached hereto as Schedule 2.2.5 (the "OCS Undertakings")closed.
Appears in 1 contract
Sources: Share Purchase Agreement (Foresight Autonomous Holdings Ltd.)