Shareholders Resolutions. Duly executed resolutions of the shareholders of the Company, adopted by a unanimous written resolution, in the form attached as Schedule 2.2.1(a)(A) hereto, (i) approving the modification of the share capital of the Company in accordance with the capitalization set forth in the 2nd Amended Articles, (ii) replacing the existing 1st Amended and Restated Articles of Association with the 2nd Amended Articles, in the form attached to Schedule 2.2.1(a)(B), (iii) approving the execution, delivery and performance by the Company of this Agreement and all Ancillary Agreements (as defined below), and the consummation of all transactions contemplated hereby and thereby (iv) appointing ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇. ▇▇▇ ▇▇▇▇▇ designated for appointment by Medica as members of the Board effective as of the Initial Closing and (v) reaffirming the appointment of ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ as members of the Board; together with duly completed notices of such actions in form and substance ready for immediate filing after the Initial Closing with the Israeli Registrar of Companies. Such notice shall be filed with the Israeli Registrar of Companies within two (2) days of the Initial Closing and Company shall provide the Investors with proof of filing within such two (2) day period.
Appears in 2 contracts
Sources: Series B Preferred Share Purchase Agreement (Regentis Biomaterials Ltd.), Series B Preferred Share Purchase Agreement (Regentis Biomaterials Ltd.)