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SEC filings
6-K
BIOLINERX LTD. filed this Form 6-K on 04/05/2017
Entire Document
 

 

 

capital stock, from repaying to the Company any loans or advances to such Subsidiary from the Company or from transferring any of such Subsidiary’s property or assets to the Company or any other Subsidiary of the Company, except as described in the Registration Statement, the Pricing Prospectus and the Prospectus.

 

2A.    Representations and Warranties of the Company Relating to Israeli Legal Matters.  The Company represents and warrants to, and agrees with, each of the several Underwriters that:

 

2A.1     No consent, approval, authorization or order of, or filing, qualification or registration with, any Israeli court or governmental agency or body, which has not been made, obtained or taken and is not in full force and effect, is required for the execution, delivery and performance of this Agreement by the Company, the offer or sale of the Public Securities or the consummation of the transactions contemplated hereby or thereby, other than (A) the obligation to file certain information following the Closing Date with the Investment Center of the Ministry of Industry, Trade and Labor of the State of Israel (the “Investment Center”) and the Office of the Chief Scientist in the Israeli Ministry of Industry, Trade and Labor (the “Chief Scientist”) (B) the filing of certain notices with the Registrar of Companies in the State of Israel regarding the issuance of Public Securities and (C) the requirement to receive the approval of the Tel-Aviv Stock Exchange for the registration of the Ordinary Shares underlying the Public Securities.

 

2A.2    Subject to conducting the Offering as provided for in the Section titled “Underwriting” in the Preliminary Prospectus, the Company is not required to publish a prospectus in the State of Israel under the laws of the State of Israel with respect to the offer and sale of the Public Securities.

 

2A.3    Neither the Company nor any of its subsidiaries is (i) in violation of any condition or requirement stipulated (A) by any instruments of approval, granted to it by the Chief Scientist with respect to any research and development grants or benefits given to the Company by the Chief Scientist, or (B) with respect to any instrument of approval granted to it by the Investment Center with respect to grants or benefits given to the Company. The Company has not received any notice denying, revoking or modifying any “approved enterprise” or “benefited enterprise” or “preferred enterprise” status with respect to any of the Company’s facilities or operations or with respect to any grants or benefits from the Chief Scientist or the Investment Center (including, in all such cases, notice of proceedings or investigations related thereto). All information supplied by the Company with respect to the applications or notifications relating to such “approved enterprise” status, “privileged enterprise status” and “preferred enterprise” status and to grants and benefits from the Chief Scientist and/or the Investment Center was true, correct and complete in all material respects when supplied to the appropriate authorities.

 

2A.4     There are no proceedings that have been instituted in the State of Israel for the dissolution of the Company.

 

2A.5     Assuming that the Underwriters do not maintain a permanent establishment in the State of Israel, are not otherwise subject to taxation in the State of Israel, or are exempt therefrom, the issuance, delivery and sale to the Underwriters of the Public Securities to be sold

 

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