Common use of Transactions at the Closing Clause in Contracts

Transactions at the Closing. 4 At the Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and, unless the Purchasers have waived, in writing, the occurrence or completion of any such transaction or delivery of any document,5 no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered: 2.2.1. The Company shall issue the Preferred A Shares to the Purchasers, as provided in Section 2.1, and deliver to the Purchasers the following documents: (a) True and correct copies of resolutions of the Company's shareholders, in the form attached hereto as Schedule 2.2.1(a)A, by which the Articles of the Company were replaced with the Amended and Restated Articles , attached hereto as Schedule 2.2.1(a)B (the "Amended Articles") together with a duly completed notice of such changes to the Israeli Registrar of Companies (and all of the foregoing, immediately following the Closing, to be duly stamped to indicate filing with the Israeli Registrar of Companies); (b) True and correct copies of resolutions of the Company's Board of Directors issuing and allotting the Shares to the Purchasers against payment of the purchase price therefor [reserving [ ] Ordinary Shares, constituting up to [ ] percent ([ ]%) of the Company's outstanding share capital on a fully diluted basis (as of immediately following the Closing) for the purpose of granting options to purchase Ordinary Shares to employees, directors and consultants of the Company (the “Pool”) and effecting a change in the signatory rights of the Company] - all in the forms attached hereto as Schedule 2.2.1(b); (c) Validly executed share certificates covering the Shares, issued in the names of the respective Purchasers, in the form attached hereto as Schedule 2.2.1(c); 2 Some transactions provide for a milestone closing (if the Company is required to satisfy certain milestones before an additional investment is made) or a deferred closing (if the Company is to be given additional time to find additional investors who will invest on the same terms and conditions).

Transactions at the Closing. 4 At the ClosingUnless otherwise indicated below, the following transactions shall occuroccur at the Closing, which transactions shall be deemed to take place simultaneously andsimultaneously, unless the Purchasers have waived, in writing, the occurrence or completion of any such transaction or delivery of any document,5 and no transaction transactions shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered: 2.2.1. 2.2.1 The Company shall issue the Preferred A Shares to the Purchasers, as provided in Section 2.1, and deliver to the Purchasers the following documentsdocuments against the transfer of the Investment Amount: (a) True and correct copies of resolutions Resolution of the Company's shareholders, in the form attached hereto as Schedule 2.2.1(a)A, shareholders by which the Articles of Association of the Company were replaced with amended by the Amended and Restated Articles , of Association attached hereto as Schedule 2.2.1(a)B Exhibit 2.2.1.(A)(A) (the "Amended Articles") ), by which the authorized share capital of the Company was changed as described in the Amended Articles, together with a duly completed notice of such changes to the Israeli Registrar of Companies (and Companies, all of the foregoing, immediately following the Closing, to be foregoing duly stamped to indicate filing with the Israeli Registrar of Companies);signed. (b) True and correct copies of resolutions of the Company's Board of Directors issuing and allotting the Shares to the Purchasers against payment of the purchase price therefor [reserving [ ] Ordinary Shares, constituting up to [ ] percent ([ ]%) of the Company's outstanding share capital on a fully diluted basis (as of immediately following the Closing) for the purpose of granting options to purchase Ordinary Shares to employees, directors and consultants of the Company (the “Pool”) and effecting a change in the signatory rights of the Company] - all in the forms attached hereto as Schedule 2.2.1(b); (c) Validly executed share certificates covering the Shares, issued in the names of the respective Purchasers, provided, however, that those certificates being issued to Purchasers entitled to repatriation rights with respect to the funds invested shall be delivered to such Purchasers as soon as practicable following the Closing, after being stamped by an Israeli commercial bank to indicate that such Shares were purchased with foreign currency, provided such foreign Purchasers provide all the necessary documentation required by the bank. (c) A certificate duly executed by an executive officer of the Company, dated as of the date of the Closing, in the form attached hereto as Schedule 2.2.1(cEXHIBIT 2.2.1(C) (the "Compliance Certificate"); 2 Some transactions provide for a milestone closing . (if d) An opinion of ▇▇▇▇▇▇ ▇▇▇▇, counsel to the Company, in the form attached hereto as EXHIBIT 2.2.1(D) (the "Opinion"), dated as of the date of the Closing. (e) A waiver of preemptive rights from each current shareholder of the Company is required which chooses not to satisfy certain milestones before an exercise its preemptive rights to purchase additional investment is made) Shares in connection with the Investment, whether in full or a deferred closing (if in part, shall have been received by the Company is to be given additional time to find additional investors who will invest on the same terms and conditions)Company.