Amended AOA definition

Amended AOA means the Company’s Amended and Restated Articles of Association, as defined in and adopted in conjunction with each closing of the Purchase Agreement (each, a “Closing”), as may be lawfully amended from time to time in accordance with its terms and applicable law.

Amended AOA means the amendments (or an amended and restated version) of Articles of Association of the Target Company to be signed by Buyer and Holding Co as soon as practical after the Execution Date and duly approved by the shareholders of the Target Company pursuant to Sections 4.1 and 4.2 herein, substantially in the form attached hereto as Appendix C.

Amended AOA shall have the meaning ascribed to it in the Purchase Agreement.

Examples of Amended AOA in a sentence

• Upon each adjustment to the Adjusted Investors’ Conversion Price under the Amended AOA, the Exercise Price shall concurrently be reduced (and, for the avoidance of doubt, not increased) to equal (i) if prior to, and not in conjunction with, a Trigger Event, 15% more than the new Adjusted Investors’ Conversion Price thereunder, and (ii) if upon or at any time following a Trigger Event, such Adjusted Investors’ Conversion Price.

• This section will expire upon the consummation of a QPO (as defined in the Amended AOA).

• This Warrant, and the provisions of the SPA and the Amended AOA relating hereto, set forth the entire understanding of the parties with respect to the subject matter hereof and supersedes all existing agreements among them concerning such subject matter.

• Without derogating from the foregoing it is clarified that the Holder may transfer this Warrant to its Permitted Transferees under the Amended AOA.

• This Warrant and all rights hereunder are transferable by the Holder, subject to compliance with applicable securities laws and the Amended AOA, provided that the assignee will sign and provide to the Company an undertaking to be bound by all of the terms of this Warrant.

• For the avoidance of doubt, the Base Number, and (whether or not the Base Number is adjusted) the number of Warrant Shares, shall be subject to adjustment in accordance with the provisions hereof (including but not limited to Sections 1.2.5 and 4), the Amended AOA (principally, Article 9), and the provisions of the SPA.

• In the event that the entire class of Series D-2 Preferred Shares is converted into Ordinary Shares in accordance with the terms of the Amended AOA, this Warrant shall become exercisable for Ordinary Shares.

• The Holder shall have the right, at its sole discretion, to exercise this Warrant into the number of Ordinary Shares into which the Warrant Shares otherwise purchasable hereunder could be converted at such time in accordance with the provisions of the Amended AOA (as in effect from time to time).

• The Holder acknowledges that the Warrant Shares shall be subject to certain rights, privileges, restrictions and limitations as set forth in this Warrant, and the Amended AOA (as in effect from time to time).

• The number of Series D-2 Preferred Shares into which this Warrant may be exercised at any time (the “Warrant Shares”) shall equal the aggregate number of Ordinary Shares of the Company, nominal value NIS 0.10 per share (the “Ordinary Shares”) into which the Base Number (as defined below) may be converted, in accordance with the Amended AOA (the “Conversion Ratio”).

More Definitions of Amended AOA

Amended AOA means the amended and restated articles of association of the Company to be agreed between the parties prior to the Initial Completion Date and to be adopted on the Initial Completion Date, as amended or restated from time to time in accordance with this Agreement;