Description of Transactions. The transactions contemplated by the Agreement involve a number of steps:
Description of Transactions. The Merger On February 22, 2023, Vascular Biogenics Ltd. (“VBL” or the “Company”) entered into a Merger Agreement (the “Merger Agreement”) among VBL, Notable Labs, Inc. (“Notable”) and Vibrant Merger Sub, Inc., VBL’s direct, wholly-owned subsidiary (“Merger Sub”), pursuant to which, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Notable merged with and into Merger Sub at the effective time (“Effective Time”), with Notable continuing after the merger as the surviving corporation and VBL’s wholly-owned subsidiary (such transaction, the “Merger”). The Merger was intended to qualify as a tax-free reorganization for U.S. federal income tax purposes. On October 16, 2023, VBL closed the Merger with Notable. In conjunction with the Merger, the Company changed its name from “Vascular Biogenics Ltd.” to “Notable Labs, Ltd.” (the “Name Change”). Also on October 16, 2023, in connection with, and prior to completion of, the Merger, the Company effected a 1-for-35 reverse share split (the “Reverse Share Split”) of its ordinary shares, of a nominal value of NIS 0.35 each (“Ordinary Shares”). Immediately following the Reverse Share Split, at the Effective Time, there were approximately 8,936,365 Ordinary Shares outstanding, of which, the existing VBL shareholders owned approximately 2,218,306 outstanding Ordinary Shares and the former Notable shareholders owned approximately 6,718,059 outstanding Ordinary Shares. On a fully-diluted basis, the former Notable shareholders beneficially own approximately 75.2% of the Ordinary Shares. The officers and directors of Notable prior to the Closing and certain Notable stockholders are subject to lock-up agreements. Pursuant to the lock-up agreements, the parties have agreed, except in limited circumstances, not to offer, pledge, sell or otherwise transfer or dispose of, directly or indirectly, or engage in swap or similar transactions with respect to the Ordinary Shares, or securities exchangeable for Ordinary Shares, for a period of 60 days following the Closing. In addition, effective upon the Closing, the holders of unexercised Notable stock options and warrants immediately prior to the Closing were issued replacement stock options and warrants to purchase an aggregate of 255,646 Ordinary Shares. Notable Pre-Closing Financing Beginning on February 21, 2023, Notable issued and sold Series D SAFEs to existing Notable stockholders and their affiliates (the “SAFE Investors”) in the aggr...
Description of Transactions. 1.1 Exchange of Securities 1.2 Closing 1.3 Closing Deliveries 1.4 Conditions to Closing of Sonoma 1.5 Conditions of Closing of the Stockholders 1.6 Definitions
Description of Transactions. Two Trees Merger Agreement On February 13, 2023, MDwerks, Inc. (the “Company”) entered into a Merger Agreement (the “Merger Agreement”), dated as of February 13, 2023, by and between the Company, MD-TT Merger Sub, Inc., a wholly owned subsidiary of the Company (“Merger Sub”) and Two Trees Beverage Company (“Two Trees”). The Company, Merger Sub and Two Trees may be referred to herein collectively as the “Parties” and separately as a “Party.” The Merger Agreement provides that, subject to the terms and conditions set forth in the Merger Agreement, the Parties wish to effect a business combination through a merger of Merger Sub with and into Two Trees (the “Merger”), subject to the terms and conditions set forth in the Merger Agreement, with Two Trees continuing as the surviving corporation (“Surviving Corporation”). As a result of the Merger, the certificate of incorporation of Two Trees as in effect immediately prior to the closing date will be the certificate of incorporation of the Surviving Corporation, and the bylaws of Two Trees as in effect immediately prior to the closing date will be the bylaws of the Surviving Corporation. Pursuant to the terms of the Merger Agreement, at the closing of the Merger, the Company’s Board of Directors (the “Company Board”) will be expanded and a number of persons as named by Two Trees will be named to the Company Board such that such persons comprise a majority of the Company Board, and the Company Board as such newly constituted will name or replace any officers of the Company as it may determine. In addition, at the closing of the Merger, the directors and officers of Two Trees as in place immediately prior to the closing will remain in place as the directors and officers of the Surviving Corporation. The transaction closed on December 8, 2023 and will be accounted for as a business combination under ASC 805.
Description of Transactions. Pursuant to the Accounts Receivable Transfer Framework Agreement, the Group agreed to transfer accounts receivable to Huaneng Group and Huaneng Group agreed to purchase accounts receivable from the Group. The accounts receivable refers to the relevant accounts receivable of part of the additional subsidies for renewable energy electricity tariff in the Group’s assets. After receiving accounts receivable, Huaneng Group will issue financial products. The Group is obliged to provide assistance to Huaneng Group to implement all necessary procedures. Upon the completion of the transfer of accounts receivable by the Group to Huaneng Group, the ownership of accounts receivable shall be transferred to Huaneng Group which will assume all risks and receive all profits of the accounts receivable. Under no circumstances may Huaneng Group require the Group to repurchase the accounts receivable transferred to Huaneng Group. The recovery of accounts receivables in the future has no relation to the Group. The Group shall not re-pledge, sell or otherwise dispose of the accounts receivable transferred to Huaneng Group. Pricing and payment terms Pursuant to the Accounts Receivable Transfer Framework Agreement, the consideration of the accounts receivable payable by Huaneng Group to the Group shall be equivalent to the carrying amount of the accounts receivable, and the Group agreed to pay the arrangement fee to Huaneng Group. The payment schedules, payment methods ad calculation methods are subject to separate agreements between the parties following arm’s length negotiations with reference to the prevailing market conditions. Arrangement fee payable by the Group to Huaneng Group shall be higher than those offered to the Group by an independent third party under same conditions, and payment methods and calculation methods offered by Huaneng Group to shall no be less favorable than those offered to the Group by an independent third party for the same or similar type of accounts receivable in the PRC. Proposed caps The parties agreed that the annual cap for the amount of accounts receivable to be transferred by the Group to Huaneng Group for the years ending 31 December 2019, 31 December 2020 and 31 December 2021 are RMB1,000,000,000, RMB2,000,000,000 and RMB3,000,000,000 respectively. The parties also agreed that the annual cap for the arrangement fee for the years ending 31 December 2019, 31 December 2020 and 31 December 2021 is RMB180,000,000 respectively. Basis for the pro...
Description of Transactions. Section 1.1 The Merger 1 Section 1.2 Effects of the Merger 2 Section 1.3 Closing; Effective Time 2 Section 1.4 Certificate of Incorporation and Bylaws; Directors and Officers 2 Section 1.5 Conversion of Newco Common Stock in the Merger 2 Section 1.6 Exchange of Newco Common Stock 3 Section 1.7 Closing of Transfer Books 4 Section 1.8 Tax Consequences 5 Section 1.9 Further Action 5 Section 1.10 Withholding 5 ARTICLE II
Description of Transactions. On September 13, 2004, Rogers Communications Inc. ("RCI") entered into an agreement with JVII General Partnership ("JVII"), a general partnership wholly owned by AT&T Wireless Services, Inc., whereby RCI agreed to purchase all of JVII's shares of Rogers Wireless Communications Inc. ("RWCI") for a cash purchase price totalling approximately $1,767 million (the "AWE Acquisition"). RCI closed this transaction on October 13, 2004. RCI funded the AWE Acquisition through a $1.75 billion secured bridge credit facility with a term of up to two years to October 12, 2006 and from cash on hand. On September 20, 2004, Rogers Wireless Inc. ("RWI"), a wholly owned subsidiary of RWCI, announced an agreement with Microcell Telecommunications Inc. ("Microcell") to make an all cash tender offer totalling approximately Cdn. $1.4 billion, to acquire all of Microcell, Canada's fourth largest wireless communications provider (the "Microcell Acquisition"). RWI completed the Microcell Acquisition on November 12, 2004. On November 11, 2004, the RCI Board of Directors authorized RCI to launch an exchange offer to purchase all of the outstanding RWCI Class B Restricted Voting Shares ("RWCI Class B Shares") not already owned by RCI in exchange for 1.75 RCI Class B Non-Voting shares for each RWCI Class B share (the "Exchange Offer"). In connection with the AWE Acquisition and the Microcell Acquisition, RWI announced on November 19, 2004 that it had priced a private placement of notes in the aggregate principal amount of U.S. $2,356,000,000 ($2,949,883,000 based on the U.S. dollar exchange rate at September 30, 2004) and Rogers Cable Inc. ("Rogers Cable") announced on November 19, 2004 that it had priced a private placement of notes in the aggregate principal amount of U.S. $427,000,000 ($528,892,000 based on the U.S. dollar exchange rate at September 30, 2004) (the "Financings"). RWCI is currently reviewing various methods of transferring $1.75 billion to its shareholders, so that RCI will have adequate funds to repay its $1.75 billion bridge credit facility. A determination of the method of such transfer, including the timing thereof, will not take place until following completion of the Exchange Offer (note 7(a)).
Description of Transactions. On September 20, 2004, Xxxxxx Wireless Inc. ("RWI"), a wholly owned subsidiary of Xxxxxx Wireless Communications Inc. ("RWCI"), announced an agreement with Microcell Telecommunications Inc. ("Microcell") to make an all cash tender offer totalling approximately Cdn. $1.4 billion, to acquire all of Microcell, Canada's fourth largest wireless communications provider (the "Acquisition"). RWI completed the Acquisition on November 12, 2004. On September 13, 2004, Xxxxxx Communications Inc. ("RCI") entered into an agreement with JVII General Partnership ("JVII"), a general partnership wholly owned by AT&T Wireless Services, Inc., whereby RCI agreed to purchase all of JVII's shares of RWCI for a cash purchase price totalling approximately $1,767 million. RCI closed this transaction on October 13, 2004. RCI funded the cash purchase price for the RWCI shares through a $1.75 billion secured bridge credit facility with a term of up to two years to October 12, 2006 and from cash on hand. It is RCI's intention that RWCI will refinance the bridge financing facility. RWCI is currently reviewing various methods of transferring the $1.75 billion to its shareholders, so RCI will have adequate funds to repay its $1.75 billion bridge credit facility. A method of such transfer, including the timing thereof, has not been determined at this time (note 4(a)(iv)). In connection with these transactions, RWI announced on November 19, 2004 that it had priced a private placement of notes in the aggregate principal amount of U.S. $2,356,000,000 (approximately $2,949,883,000 based on the U.S. dollar exchange rate at September 30, 2004) (the "Financing").
Description of Transactions. The Company proposes to issue and sell through or to the Manager, as sales agent and/or principal, up to 425,000,000 AMC Preferred Equity Units (each, a “AMC Preferred Equity Unit” and, collectively, the “AMC Preferred Equity Units”), from time to time during the term of this Agreement and on the terms set forth in Section 3 of this Agreement. Each AMC Preferred Equity Unit is a depositary share representing a one one-hundredth (1/100th) interest in a share of the Company’s Series A Convertible Participating Preferred Stock (“Preferred Stock”). Each share of Preferred Stock is initially convertible into one-hundred (100) shares of the Company’s common stock, $0.01 par value (“Common Stock”). For purposes of selling the AMC Preferred Equity Units through the Manager, the Company hereby appoints the Manager as exclusive agent of the Company for the purpose of soliciting purchases of the AMC Preferred Equity Units from the Company pursuant to this Agreement and the Manager agrees to use its reasonable efforts to solicit purchases of the AMC Preferred Equity Units on the terms and subject to the conditions stated herein. Notwithstanding the foregoing, the Company may in the future, and from time to time, add additional managers to this Agreement on the terms and conditions set forth herein. From and after the date upon which any additional manager(s) become a party hereto, all references herein to the Manager shall be to the “Managers” to be set forth in an amendment to this Agreement The Company agrees that whenever it determines to sell the AMC Preferred Equity Units directly to the Manager as principal, it will enter into a separate agreement with the Manager (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement. Certain terms used herein are defined in Section 19 hereof. The (i) execution and delivery of this Agreement, the Deposit Agreement (as defined below) and the Certificate of Designations (as defined below) by the Company, (ii) performance by the Company of its obligations under this Agreement, and (iii) transactions contemplated hereby and thereby are referred to herein collectively as the “Transactions.”
Description of Transactions
