W O F F I C E S Sample Clauses

W O F F I C E S w w w . t s l a w . c o . i l 5 Hafzadi St., (Ofer Bldg) • Xxxxxxxxx 00000 • Tel. (000) 0-0000000 • Fax. (000) 0-0000000 Museum Tower • 0 Xxxxxxxxx Xx. • Xxx Xxxx 00000 • Tel. (000) 0-0000000 • Fax. (000) 0-0000000 Xxxxxxxx Xxxxxxxxxx, Adv. Xxxxxx Xxxx, Adv. * † Xxxxx Xxxxx, Adv. Xxxxx Xxxxxxxxx, Adv. Xxxxx Xxxxx, Adv. Xxxx Xxxxx, Adv. Xxxx Xxx Zur, Adv. Xxxxx Xxxxxxxxx - Xxxxxxx, Adv. Xxxxx Xxxxxxxx, Adv. (C.P.A.) Xxxx Xxxxxxx, Adv. Xxxxx Xxxxxxxxx, Adv. (C.P.A.) Xxxx Xxxxxxx, Adv. Chagit Pedael, Adv. Xxxxx Xxxxxxxxxx, Adv. Xxxxxx Xxxxxxx, Adv. Xxxx Xxxxxxxx, Adv. Xxxx Xxxxx, Adv. * Shimrit Lifshitz, Adv. Baruch Perl, Adv. Mirit Ber - Xxxxxxx, Adv. (C.P.A.) Xxxxx Xxxx, Adv. Xxxxxx Xxxxxxxxxx - Xxxx, Adv. Xxxxx Xxxxxx - Winter, Adv.* Xxx Xxxxxxxx, Adv. Xxxxx Xxxxx, Adv.* Xxx Xxx - Dor, Adv. Asaf Xxx - Xxxx, Adv. Xxxxx Xxxxxx, Adv. Xxxxx Xxxxxx, Adv. Xxxxx Xxxxxx, Adv. Amit Manor, Adv. Xxxxxx Xxxxxx, Adv Xxxxxx Xxxxxxxxx - Xxxxxxx, Adv. Hemi Shmueli, Adv. Hadas Poraz, Adv. Xxxxx Xxxxx, Adv. Xxxxx Xxxxxxx, Adv. Elad Shtief, Adv. *Member of the N.Y. Bar Association †Qualified Solicitor in England &Wales Jerusalem, July 20 2007 TO: The Investors Listed on Schedule A of the Share Purchase Agreement (as defined herein) Ladies and Gentlemen, Re: Negevtech Ltd. We have acted as counsel to Negevtech Ltd., a company limited by shares, formed and existing under the laws of the State of Israel (the “Company”), in connection with the Series A1 Preferred Share Purchase Agreement dated July 20, 2007 (the “Share Purchase Agreement”) between the Company and yourselves and all the Schedules, Exhibits and ancillary documents related thereto to which the Company is a party (the “Transaction Documents”). Unless defined herein, capitalized terms have the meaning ascribed to them in the Transaction Documents. In rendering this opinion, we have examined such documents and matters of law as we considered necessary for the purpose of rendering this opinion, including, without limitations, the Transaction Documents and the current Memorandum of Association and Articles of Association of the Company. As to matters of fact material to the opinions expressed herein, we have relied (without independent investigation) upon the representations by the Company in the Transaction Documents and on representations or certificates of, or communications with directors, officers, employees or representatives of the Company and certain public officials. Except as expressly set forth in this opinio...
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Related to W O F F I C E S

  • C E P T A N C E The above-mentioned Subscription Agreement in respect of the Shares is hereby accepted by Pan American Gold Corporation. DATED at Vancouver, BC, the 7th day of March, 2005 PAN AMERICAN GOLD CORPORATION Per: /s/ Xxxxxxx Xxxxxxxx Authorized Signatory EXHIBIT A THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT. UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE ___________________________. [Instruction Insert the date that is 4 months and a day after the Closing Date] THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID AT 4:30 P.M. (VANCOUVER TIME) ON __________________, 2005. SHARE PURCHASE WARRANTS TO PURCHASE COMMON SHARES OF PAN AMERICAN GOLD CORPORATION incorporated in the Province of Ontario THIS IS TO CERTIFY THAT ___________________________________, (the “Holder”) of ________________________________________________________________________, has the right to purchase, upon and subject to the terms and conditions hereinafter referred to, up to ________________________________ fully paid and non-assessable common shares (the “Shares”) in the capital of Pan American Gold Corporation (hereinafter called the “Company”) on or before 4:30 p.m. (Vancouver time) on __________________, ________ (the “Expiry Date”) at a price per Share (the “Exercise Price”) of CDN$0.83 on the terms and conditions attached hereto as Appendix “A” (the “Terms and Conditions”).

  • E P T A N C E The above-mentioned Subscription in respect of the Shares is hereby accepted by SPORTSPRIZE ENTERTAINMENT INC. DATED at Vancouver, B.C. the 15th day of July, 1999. SPORTSPRIZE ENTERTAINMENT INC. Per: /s/Xxxx Xxxxxx, President ------------------------------------ Authorized Signatory SCHEDULE A - LEGEND "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED (X) PRIOR TO THE ONE YEAR ANNIVERSARY OF THE ISSUANCE HEREOF OR (Y) BY ANY HOLDER THAT WAS AN AFFILIATE OF THE COMPANY AT ANY TIME DURING THE THREE MONTHS PRECEDING THE DATE OF SUCH TRANSFER, IN EITHER CASE, OTHER THAN (1) TO THE COMPANY, (2) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE 1933 ACT ("RULE 144A"), TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY), (3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE 1933 ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY), (4) TO AN INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE 1933 ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY) THAT IS ACQUIRING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION, AND A CERTIFICATE IN THE FORM ATTACHED TO THIS SECURITY IS DELIVERED BY THE TRANSFEREE TO THE COMPANY, (5) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT PROVIDED BY RULE 144 (IF APPLICABLE) UNDER THE 1933 ACT, OR (6) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. AN INSTITUTIONAL ACCREDITED INVESTOR HOLDING THIS SECURITY AGREES THAT IT WILL FURNISH TO THE COMPANY SUCH CERTIFICATES AND OTHER INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT ANY TRANSFER BY IT OF THIS SECURITY COMPLIES WITH THE FOREGOING RESTRICTIONS. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE COMPANY THAT IT IS (1) A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A OR (2) AN INSTITUTION THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE 1933 ACT AND THAT IT IS HOLDING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION OR (3) A NON-U.S. PERSON OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR AN ACCOUNT SATISFYING THE REQUIREMENTS OF PARAGRAPH (o)(2) OF) RULE 902 UNDER REGULATION S UNDER THE 1933 ACT."

  • E C I T A L S A. Pursuant to the provisions of the Trust Agreement, the Trust may from time to time issue or redeem equity securities representing an interest in the assets of the Trust (“iShares”), in each case only in aggregate amounts of 50,000 iShares (such aggregate amount, a “Basket”), and integral multiples thereof, and only in transactions with a party who, at the time of the transaction, shall have signed and in effect an Authorized Participant Agreement with the Trust.

  • A G R E E M E N T S In consideration of the mutual promises, terms, covenants and conditions set forth herein and the performance of each, the parties hereto hereby agree as follows:

  • C I T A L S A. Beneficiary has now or will soon hereafter acquire fee title to that certain project located at (the “Property”). The current Owner of the Property is (“Seller”).

  • W H E R E A S (A) The Company carries on the business shown in the Schedule hereto ("the Business") from the premises shown in the Schedule hereto ("the Premises")

  • R E E M E N T S In consideration of the mutual promises, terms, covenants and conditions set forth herein and the performance of each, the parties hereto hereby agree as follows:

  • R E C I T A L S A. The Company has heretofore been formed as a limited liability company under the Delaware Act (as defined below) pursuant to a Certificate of Formation filed with the Secretary of State of the State of Delaware on October 17, 2022.

  • I T A L S A. The Borrower has requested that the Lenders provide certain loans to and extensions of credit on behalf of the Borrower.

  • Certificate of Parent The Company shall have received a certificate from Parent executed by a Vice President for and on its behalf to the effect that, as of the Closing:

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