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



1.1.2.       Firm ADSs Payment and Delivery.


(i)       Delivery and payment for the Firm ADSs shall be made at 10:00 a.m., Eastern time, on April 5, 2017 or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of Dechert LLP, 1095 Avenue of the Americas, New York, New York 10036 (“Representative Counsel”), or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery and payment for the Firm ADSs is called the “Closing Date.”


(ii)       Payment for the Firm ADSs shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable to the order of the Company upon delivery of the certificates (in form and substance satisfactory to the Underwriters) representing the Firm ADSs.  The Company shall deliver or cause to be delivered such certificates for the Firm ADSs to the Depositary or its designated custodian and the Company shall cause the Depositary to deliver ADRs evidencing the Firm ADSs to the Representative for the account of each Underwriter. Upon delivery, the ADRs evidencing the Ordinary Shares represented by the Firm ADSs, shall be registered in such names and in such denominations as the Representative shall request in writing not less than two full Business Days prior to the Closing Date.  The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated by law to close in New York, New York or in Israel.


1.2.          Additional ADS Option.


1.2.1.       Option ADSs.  The Company hereby grants to the Underwriters an option to purchase up to 4,411,764 additional ADSs, representing fifteen percent (15%) of the Firm ADSs sold in the offering, from the Company (the “Additional ADS Option”). Such 4,411,764 additional American depositary shares, the net proceeds of which will be deposited with the Company’s account, are hereinafter referred to as “Option ADSs.” The purchase price to be paid per Option ADS shall be equal to the price per Firm ADS set forth in Section 1.1.1 hereof. The Firm ADSs and the Option ADSs are hereinafter referred to together as the “Public Securities.”  The offering and sale of the Public Securities is hereinafter referred to as the “Offering.”


1.2.2.       Exercise of Option.  The Additional ADS Option granted pursuant to Section 1.2.1 hereof may be exercised at any time and from time to time by the Representative as to all or any part of the Option ADSs within 30 days after the date of this Agreement. The Underwriters shall not be under any obligation to purchase any Option ADSs prior to the exercise of the Additional ADS Option. The Additional ADS Option granted hereby may be exercised by the giving of written notice (which may be provided by email) to the Company from the Representative, setting forth the number of Option ADSs to be purchased and the date and time for delivery of and payment for the Option ADSs (the “Option Closing Date”), which shall not be later than five (5) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel, or at such other place (including remotely by facsimile or other electronic transmission)