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As Of Filer Filing For·On·As Docs:Size Issuer Agent 3/15/17 AIT Therapeutics, Inc. 8-K/A:9 3/15/17 26:3.8M Z-K Global Ltd/FA |
Document/Exhibit Description Pages Size
1: 8-K/A Amendment to Current Report HTML 30K
2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, HTML 160K
Liquidation or Succession -- exhibit_2-1
3: EX-2.2 Plan of Acquisition, Reorganization, Arrangement, HTML 23K
Liquidation or Succession -- exhibit_2-2
4: EX-2.3 Plan of Acquisition, Reorganization, Arrangement, HTML 9K
Liquidation or Succession -- exhibit_2-3
5: EX-3.1 Articles of Incorporation/Organization or By-Laws HTML 37K
-- exhibit_3-1
6: EX-3.2 Articles of Incorporation/Organization or By-Laws HTML 147K
-- exhibit_3-2
7: EX-4.1 Instrument Defining the Rights of Security Holders HTML 18K
-- exhibit_4-1
8: EX-10.1 Material Contract -- exhibit_10-1 HTML 34K
17: EX-10.10 Material Contract -- exhibit_10-10 HTML 77K
18: EX-10.11 Material Contract -- exhibit_10-11 HTML 70K
19: EX-10.12 Material Contract -- exhibit_10-12 HTML 116K
20: EX-10.13 Material Contract -- exhibit_10-13 HTML 118K
21: EX-10.14 Material Contract -- exhibit_10-14 HTML 14K
22: EX-10.15 Material Contract -- exhibit_10-15 HTML 32K
9: EX-10.2 Material Contract -- exhibit_10-2 HTML 286K
10: EX-10.3 Material Contract -- exhibit_10-3 HTML 127K
11: EX-10.4 Material Contract -- exhibit_10-4 HTML 105K
12: EX-10.5 Material Contract -- exhibit_10-5 HTML 28K
13: EX-10.6 Material Contract -- exhibit_10-6 HTML 75K
14: EX-10.7 Material Contract -- exhibit_10-7 HTML 19K
15: EX-10.8 Material Contract -- exhibit_10-8 HTML 16K
16: EX-10.9 Material Contract -- exhibit_10-9 HTML 53K
23: EX-21.1 Subsidiaries -- exhibit_21-1 HTML 10K
24: EX-99.1 Miscellaneous Exhibit -- exhibit_99-1 HTML 241K
25: EX-99.2 Miscellaneous Exhibit -- exhibit_99-2 HTML 346K
26: EX-99.3 Miscellaneous Exhibit -- exhibit_99-3 HTML 88K
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1.
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Assignment and Assumption. Subject to the condition precedent in Section 2 herein, the Company does hereby assign, transfer and convey to Parent, and Parent does hereby accept and assume, all of the Company’s rights and obligations, whether accrued as of the date hereof or hereafter arising, under the SPA.
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2.
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Condition Precedent. This Agreement shall become effective immediately upon the Effective Time of the Merger Agreement (which shall occur immediately following the Financing Closing), as set forth on the Merger Agreement (the “Effective Date”).
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3.
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Representation and Warranty of Parent. Parent represents and warrants, as of the Effective Date, as follows:
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a.
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Parent has full power and authority, and has obtained all necessary consents and approvals to enter into this Agreement and to exercise its rights and perform its obligations hereunder, and all corporate and other actions required to authorize its execution of this Agreement and the performance of its obligations hereunder have been duly taken.
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b.
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The Merger Agreement, as amended, and the Amendment No. 1 to the Merger Agreement are in full force and effect and enforceable against Parent.
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c.
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When issued, the Parent Common Shares and the Parent Warrants issued to the Investors upon submission of their Ordinary Shares of the Company and Company Warrants by the Company, and the Parent Common Shares issued to the Investors upon exercise of the Parent Warrants, will be duly authorized and validly issued, and (other than in the case of the Parent Warrants) fully paid and non-assessable.
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d.
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When issued, the Parent Warrants will be duly executed and delivered by, and will binding on, and enforceable against, Parent.
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4.
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Representations and Warranty of the Company. The Company represents and warrants, as of the Effective Date, as follows:
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a.
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The Company has full power and authority, and has obtained all necessary consents and approvals to enter into this Agreement and to exercise its rights and perform its obligations hereunder, and all corporate and other actions required to authorize its execution of this Agreement and the performance of its obligations hereunder have been duly taken.
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b.
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The Merger Agreement, as amended, and the Amendment No. 1 to the Merger Agreement are in full force and effect and enforceable against the Company.
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c.
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When issued, the Ordinary Shares of the Company and Company Warrants issued by the Company to the Investors will be duly authorized, validly issued, fully paid and non-assessable.
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d.
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When issued, the Company Warrants issued by the Company will be duly executed and delivered and will binding on, and enforceable against Company.
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5.
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Obligations of the Company. Other than as specifically provided herein, the provisions of this Agreement shall not be construed, interpreted or applied as releasing or restricting the obligations of the Company under the SPAs.
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| a. |
Parent shall do, execute and perform and to procure to be done, executed and performed all such further acts, deeds, documents and things as the Investors under the SPA may require from time to time to effectively assign, transfer and convey all of the Company’s rights and obligations, whether accrued as of the date hereof or hereafter arising, under the SPA and the Warrants, and otherwise to give to the Investors the full benefit of this Agreement, the SPA and the Warrants.
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| b. |
This Agreement shall be governed by and construed under the laws of the State of New York, without regard to principles of conflicts of law thereunder.
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| c. |
If any provision or part of a provision of this Agreement or its application to any party hereto shall be, or be found by any authority of competent jurisdiction to be, invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions or parts of such provisions of this Agreement, all of which shall remain in full force and effect.
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| d. |
This Agreement may be executed in one or more counterparts, and by the different parties in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same instrument.
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| e. |
This Agreement may not be amended, modified or supplemented, except in a writing signed by each of the parties hereto.
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| f. |
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. The Investors are intended third party beneficiaries of this Agreement, entitled to the enforce this Agreement as if parties hereto.
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| g. |
This Agreement and any agreement, document or instrument attached hereto or referred to herein among the parties hereto integrate all the terms and conditions mentioned herein or incidental hereto and supersede all oral negotiations and prior writings in respect of the subject matter hereof. In the event of any conflict between the terms, conditions and provisions of this Agreement and any such agreement, document
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Ait Therapeutics, Inc.
By: ______________________________
Name: Jason Lane
Title: Chief Executive Officer
Advanced Inhalation Therapies (AIT) Ltd.
By: ______________________________
Name: Amir Avniel
Title: Chief Executive Officer
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| This ‘8-K/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / For Period End: | 3/15/17 | None on these Dates | ||
| 1/12/17 | ||||
| 1/9/17 | ||||
| 12/29/16 | ||||
| List all Filings | ||||