Nature and Purchase of Firm ADSs Clause Samples
The 'Nature and Purchase of Firm ADSs' clause defines the terms under which American Depositary Shares (ADSs) are characterized and acquired in a transaction. It typically outlines the specific number of ADSs being purchased, the purchase price, and the process by which the buyer will obtain these securities from the seller or issuer. This clause ensures both parties have a clear understanding of what is being bought, the conditions of the purchase, and the obligations involved, thereby reducing ambiguity and potential disputes regarding the nature and transfer of the ADSs.
Nature and Purchase of Firm ADSs. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, an aggregate of [●] American Depositary Shares (the “Firm ADSs”), representing an aggregate of [●] ordinary shares of the Company, no par value (“Ordinary Shares”). “ADSs” shall mean the American Depositary Shares of the Company, each ADS representing [●] Ordinary Shares deposited with HSBC Bank Australia Limited, as custodian for the Depositary (as defined below) in [_____]. The ADSs purchased by the Underwriters will be evidenced by American Depositary Receipts (“ADRs”) to be issued pursuant to a Deposit Agreement dated [●], 2022 (the “Deposit Agreement”) entered into by and among the Company, [●], as depositary of the Company (the “Depositary”), and all owners and beneficial owners from time to time of the ADSs.
Nature and Purchase of Firm ADSs. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, an aggregate of 12,500,000 American depositary Shares, each representing ten ordinary shares, par value NIS0.01 per share (the “Ordinary Shares”), of the Company (the “Firm ADSs”).
(ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm ADSs set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price of $1.88 per ADS. The Firm ADSs are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof).
(iii) The ADSs, which include the Firm ADSs and the Option ADSs (as defined below) will be evidenced by American depositary Receipts (“ADRs”) to be issued pursuant to the Deposit Agreement dated as of July 21, 2011 among the Company, the Bank of New York Mellon, as depositary (the “Depositary”), and all holders and beneficial owners from time to time of the ADSs (the “Deposit Agreement”).
Nature and Purchase of Firm ADSs. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, an aggregate of (i) (a) [●] American Depositary Shares (“ADSs” and “Firm ADSs”, respectively), representing an aggregate of [●] ordinary shares of the Company, NIS 0.01 par value (“Ordinary Shares”), and (b) [●] pre-funded warrants to purchase [●] ADS at an exercise price of $0.001 per ADS (each, a “Pre-Funded Warrant); and (ii) [●] warrants to purchase [●] ADSs (the “Firm Warrants” and, collectively with the Firm ADSs and the Pre-Funded Warrants, the “Firm Securities”). “ADSs” shall mean the American Depositary Shares of the Company, each ADS representing three (3) Ordinary Shares deposited with Bank Leumi, as custodian for the Depositary (as defined below) in Tel Aviv. The ADSs purchased by the Underwriters will be evidenced by American Depositary Receipts (“ADRs”) to be issued pursuant to a Deposit Agreement dated April [●], 2022 (the “Deposit Agreement”) entered into by and among the Company, The Bank of New York Mellon, as depositary of the Company (the “Depositary”), and all owners and beneficial owners from time to time of the ADSs. The terms of the Warrants are set forth in the form of Warrant attached hereto as Exhibit C and the terms of the Pre-Funded Warrants are set forth in the form of Pre-Funded Warrant attached hereto as Exhibit D.
Nature and Purchase of Firm ADSs. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, an aggregate of [●] American Depositary Shares (“ADSs” and “Firm ADSs”, respectively), representing and aggregate of [●] ordinary shares of the Company, NIS 0.01 par value (“Ordinary Shares”). “ADSs” shall mean the American Depositary Shares of the Company, each ADS representing [●] Ordinary Shares deposited with [Bank Hapoalim], as custodian for the Depositary (as defined below) in Tel Aviv. The ADSs purchased by the Underwriters will be evidenced by American Depositary Receipts (“ADRs”) to be issued pursuant to a Deposit Agreement dated [●], 2022 (the “Deposit Agreement”) entered into by and among the Company, [●], as depositary of the Company (the “Depositary”), and all owners and beneficial owners from time to time of the ADSs.
Nature and Purchase of Firm ADSs. (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, an aggregate of [●] American Depositary Shares (the “Firm ADSs”) representing an aggregate of [●] common shares of the Company, no par value (“Common Shares”). “ADSs” shall mean the American Depositary Shares of the Company, each ADS representing [●] Common Shares deposited with Citibank, N.A., as custodian for the Depositary (as defined below) in Japan. The ADSs purchased by the Underwriters will be evidenced by American Depositary Receipts (“ADRs”) to be issued pursuant to a Deposit Agreement dated [●], 2025 (the “Deposit Agreement”) entered into by and among the Company, Citibank, N.A.,, as depositary of the Company (the “Depositary”), and all owners and beneficial owners from time to time of the ADSs.