State of Israel
|
|
N/A
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification Number)
|
Dr. Shachar Hadar, Adv.
Elad Ziv, Adv.
Meitar | Law Offices
16 Abba Hillel Silver Rd.
Ramat Gan 52506, Israel
Tel: (+972) (3) 610-3100
|
Michael Kaplan
Yasin Keshvargar
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York, 10017
Tel: (212) 450-4000
|
Title of each class of securities
to be registered |
Amount to be registered/proposed
maximum offering price per unit/proposed maximum aggregate offering price |
Amount of
registration fee |
||||||
Ordinary Shares, par value NIS 0.03
|
(1)(
|
2)
|
$
|
(3
|
)
|
|||
Debt Securities
|
(1)(
|
2)
|
$
|
(3
|
)
|
|||
Warrants(4)
|
(1)(
|
2)
|
$
|
(3
|
)
|
|||
Purchase Contracts
|
(1)(
|
2)
|
$
|
(3
|
)
|
|||
Units (5)
|
(1)(
|
2)
|
$
|
(3
|
)
|
(1) |
Omitted pursuant to General Instruction II.F. of Form F-3 under the Securities Act of 1933, as amended, or the Securities Act.
|
(2) |
An unspecified number of securities or aggregate principal amount, as applicable, is being registered as may from time to time be offered at unspecified prices and, in addition, an unspecified number of additional shares of ordinary shares
is being registered as may be issued from time to time upon conversion of any Debt Securities that are convertible into ordinary shares or pursuant to any anti-dilution adjustments with respect to any such convertible Debt Securities.
|
(3) |
In accordance with Rules 456(b) and 457(r) under the Securities Act, the Registrant is deferring payment of all of the registration fee. Any registration fees will be paid subsequently on a pay-as-you-go basis in accordance with Rule
457(r).
|
(4) |
Warrants may be exercised to purchase any of the other securities registered hereby.
|
(5) |
These offered securities may be sold separately or together as units.
|
ii
|
|
1
|
|
2
|
|
3
|
|
5 | |
6 | |
11 | |
12 |
|
13 |
|
14 |
|
15 | |
18 | |
21 | |
22 | |
23 | |
24
|
|
25
|
|
26 |
●
|
Our advertising customers may reduce or terminate their business relationship with us at any time. If customers representing a significant portion of our revenue reduce or terminate their
relationship with us, it could have a material adverse effect on our business, financial condition and results of operations.
|
●
|
Large and established internet and technology companies, such as Google, Facebook and Amazon, play a substantial role in the digital advertising market and may significantly impair our
ability to operate in this industry.
|
●
|
We depend on supply sources to provide us with advertising inventory in order for us to deliver advertising campaigns in a cost-effective manner.
|
●
|
The advertising industry is highly competitive. If we cannot compete effectively and overcome the technological gaps in this market, our revenues are likely to decline.
|
●
|
Increased availability of advertisement-blocking technologies could limit or block the delivery or display of advertisements by our solutions, which could undermine the viability of our
business.
|
●
|
Our search solution depends heavily upon revenues generated from our agreement with Microsoft, and any adverse change in that agreement could adversely affect our business, financial
condition and results of operations.
|
●
|
Our search revenue business is highly reliant upon a small number of publishers, who account for the substantial majority of pay-outs to publishers and generate most of our revenues. If we
were to lose all or a significant portion of those publishers, our revenues and results of operations would be materially adversely affected.
|
●
|
Should the providers of platforms, particularly browsers, further block, constrain or limit our ability to offer or change search properties, or materially change their guidelines, technology
or the way they operate, our ability to generate revenues from our users’ search activity could be significantly reduced.
|
●
|
The global COVID-19 health pandemic has begun to adversely affect and could potentially severely affect, our business, results of operations and financial condition due to impacts on our
industry, as well as impacts from remote work arrangements, actions taken to contain the virus or treat its impact, and the speed and extent of the recovery.
|
●
|
A loss of the services of our senior management and other key personnel could adversely affect execution of our business strategy.
|
●
|
We have acquired and may continue to acquire other businesses. These acquisitions divert a substantial part of our resources and management attention and have in the past and could in the
future, cause further dilution to our shareholders and adversely affect our financial results.
|
●
|
Our share price has fluctuated significantly and could continue to fluctuate significantly.
|
●
|
Our financial performance may be materially adversely affected by information technology, insufficient cyber security and other business disruptions.
|
●
|
If we fail to detect or prevent suspicious traffic or other invalid traffic or engagement with our ads, or otherwise prevent against malware intrusions, we could lose the confidence of our
advertisers, damage our reputation and be responsible to make-good or refund demands, which would cause our business to suffer.
|
●
|
We depend on third party Internet, telecommunication and hosting providers to operate our platforms, websites and services. Temporary failure of these services, including catastrophic or
technological interruptions, would materially reduce our revenues and damage our reputation, and securing alternate sources for these services could significantly increase our expenses and be difficult to obtain.
|
●
|
Regulatory, legislative, or self-regulatory developments relating to e-commerce, Internet advertising, privacy and data collection and protection, and uncertainties regarding the application
or interpretation of existing laws and regulations, could harm our business.
|
●
|
Our proprietary information and intellectual property may not be adequately protected and thus our technology may be unlawfully copied by or disclosed to other third parties.
|
●
|
Our business is significantly reliant on the North American market. Any material adverse change in that market could have a material adverse effect on our results of operations.
|
●
|
Our business may be materially affected by changes to fiscal and tax policies. Potentially negative or unexpected tax consequences of these policies, or the uncertainty surrounding their
potential effects, could adversely affect our results of operations and share price.
|
●
|
Political, economic and military instability in the Middle East may impede our ability to operate and harm our financial results.
|
●
|
amendments to our articles of association;
|
●
|
appointment or termination of our auditors;
|
●
|
appointment and dismissal of external directors (if applicable);
|
●
|
approval of acts and transactions requiring general meeting approval pursuant to the Companies Law;
|
●
|
director compensation and compensation of the principal executive officer (subject to certain exceptions);
|
●
|
increases or reductions of our authorized share capital;
|
●
|
a merger;
|
●
|
the exercise of our board of directors’ powers by a general meeting, if our board of directors is unable to exercise its powers and the exercise of any of its powers is required for our
proper management; and
|
●
|
authorization of the chairman of the board of directors or his relative to act as the company’s chief executive officer or act with such authority; or authorization of the company’s chief
executive officer or his relative to act as the chairman of the board of directors or act with such authority.
|
• |
the title of the series;
|
• |
the aggregate principal amount;
|
• |
the issue price or prices, expressed as a percentage of the aggregate principal amount of the debt securities;
|
• |
any limit on the aggregate principal amount;
|
• |
the date or dates on which principal is payable;
|
• |
the interest rate or rates (which may be fixed or variable) and/or, if applicable, the method used to determine such rate or rates;
|
• |
the date or dates from which interest, if any, will be payable and any regular record date for the interest payable;
|
• |
the place or places where principal and, if applicable, premium and interest is payable;
|
• |
the terms and conditions upon which we may, or the holders may require us to, redeem or repurchase the debt securities;
|
• |
the denominations in which such debt securities may be issuable, if other than denomination of $1,000, or any integral multiple of that number;
|
• |
whether the debt securities are to be issuable in the form of certificated debt securities or global debt securities;
|
• |
the portion of principal amount that will be payable upon declaration of acceleration of the maturity date if other than the principal amount of the debt securities;
|
• |
the currency of denomination;
|
• |
the designation of the currency, currencies or currency units in which payment of principal and, if applicable, premium and interest, will be made;
|
• |
if payments of principal and, if applicable, premium or interest, on the debt securities are to be made in one or more currencies or currency units other than the currency of denominations, the manner in which exchange rate with respect to
such payments will be determined;
|
• |
if amounts of principal and, if applicable, premium and interest may be determined by reference to an index based on a currency or currencies, or by reference to a commodity, commodity index, stock exchange index or financial index, then
the manner in which such amounts will be determined;
|
• |
the provisions, if any, relating to any collateral provided for such debt securities;
|
• |
any events of default, and any provisions that require us to provide periodic evidence of the absence of a default or of compliance with the terms of the indenture;
|
• |
the terms and conditions, if any, for conversion into or exchange for our ordinary shares;
|
• |
any depositaries, interest rate calculation agents, exchange rate calculation agents or other agents; and
|
• |
the terms and conditions, if any, upon which the debt securities shall be subordinated in right of payment to other indebtedness of our Company.
|
• |
the title of such warrants;
|
• |
the aggregate number of such warrants;
|
• |
the price or prices at which such warrants will be issued;
|
• |
the currency or currencies in which the price of such warrants will be payable;
|
• |
the securities or other rights, including rights to receive payment in cash or securities based on the value, rate or price of one or more specified commodities, currencies, securities or indices, or any combination of the foregoing,
purchasable upon exercise of such warrants;
|
• |
the price at which and the currency or currencies in which the securities or other rights purchasable upon exercise of such warrants may be purchased;
|
• |
the date on which the right to exercise such warrants shall commence and the date on which such right shall expire;
|
• |
if applicable, the minimum or maximum amount of such warrants which may be exercised at any one time;
|
• |
if applicable, the designation and terms of the securities with which such warrants are issued and the number of such warrants issued with each such security;
|
• |
if applicable, the date on and after which such warrants and the related securities will be separately transferable;
|
• |
information with respect to book-entry procedures, if any;
|
• |
if applicable, a discussion of any material United States federal income tax considerations; and
|
• |
any other terms of such warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants.
|
• |
the terms of the units and of the warrants, debt securities, preferred shares and/or common shares comprising the units, including whether and under what circumstances the securities comprising the units may be traded separately;
|
• |
a description of the terms of any unit agreement governing the units; and
|
• |
a description of the provisions for the payment, settlement, transfer or exchange of the units.
|
• |
a limited-purpose trust company organized under the New York Banking Law;
|
• |
a “banking organization” within the meaning of the New York Banking Law;
|
• |
a member of the Federal Reserve System;
|
• |
a “clearing corporation” within the meaning of the New York Uniform Commercial Code; and
|
• |
a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act.
|
• |
DTC notifies us that it is unwilling or unable to continue as a depositary for the global security or securities representing such series of securities or if DTC ceases to be a clearing agency registered under the Exchange Act at a time
when it is required to be registered and a successor depositary is not appointed within 90 days of the notification to us or of our becoming aware of DTC’s ceasing to be so registered, as the case may be;
|
• |
we determine, in our sole discretion, not to have such securities represented by one or more global securities; or
|
• |
an event of default has occurred and is continuing with respect to such series of securities,
|
●
|
through agents;
|
●
|
to or through one or more underwriters on a firm commitment or agency basis;
|
●
|
through put or call option transactions relating to the securities;
|
●
|
to or through dealers, who may act as agents or principals, including a block trade (which may involve crosses) in which a broker or dealer so engaged will attempt to sell as agent but may position and resell a
portion of the block as principal to facilitate the transaction;
|
●
|
through privately negotiated transactions;
|
●
|
purchases by a broker or dealer as principal and resale by such broker or dealer for its own account pursuant to this prospectus;
|
●
|
directly to purchasers, including our affiliates, through a specific bidding or auction process, on a negotiated basis or otherwise; to or through one or more underwriters on a firm commitment or best efforts
basis;
|
●
|
exchange distributions and/or secondary distributions;
|
●
|
ordinary brokerage transactions and transactions in which the broker solicits purchasers;
|
●
|
transactions not involving market makers or established trading markets, including direct sales or privately negotiated transactions;
|
●
|
transactions in options, swaps or other derivatives that may or may not be listed on an exchange;
|
●
|
through any other method permitted pursuant to applicable law; or
|
●
|
through a combination of any such methods of sale.
|
●
|
A stabilizing bid means the placing of any bid, or the effecting of any purchase, for the purpose of pegging, fixing or maintaining the price of a security.
|
●
|
A syndicate-covering transaction means the placing of any bid on behalf of the underwriting syndicate or the effecting of any purchase to reduce a short position created in connection with the offering.
|
●
|
A penalty bid means an arrangement that permits the managing underwriter to reclaim a selling concession from a syndicate member in connection with the offering when offered securities originally sold by the
syndicate member are purchased in syndicate covering transactions.
|
• |
our Annual Report on Form 20-F for the year ended December 31, 2020, which was filed with the SEC on March 25, 2021;
|
• |
our reports on Form 6-K, furnished to the SEC on May 4, 2021 (relating solely to the GAAP financial statements tables for the quarter ended
March 31, 2021 contained in the press release attached as Exhibit 99.1 thereto), August 31, 2021, October 26, 2021 – Report No. 3 (relating solely to the GAAP financial statements tables for the quarter ended September 30, 2021 contained in
the press release attached as Exhibit 99.1 thereto) and October 26, 2021- Report No. 4; and
|
• |
the description of our ordinary shares contained in (i) Item 1 of the Registration Statement on Form 8-A, File No. 000-51694, filed with the SEC on December 22, 2005, which incorporates by reference the description of our ordinary shares
set forth under the caption “Description of Share Capital” in the preliminary prospectus included in the registration statement on Form F-1 (File No. 333-129246) filed with the SEC on October 25, 2005, as updated by (ii) Exhibit 2.1 to the
2020 annual report, and any amendment or report filed for the purpose of further updating that description.
|
Expenses
|
|
Amount
|
|
|
SEC registration fee
|
|
$
|
|
*
|
FINRA filing fee
|
|
$
|
|
**
|
Legal and accounting fees and expenses
|
|
$
|
|
**
|
Trustee and transfer agent fees and expenses
|
|
$
|
|
**
|
Miscellaneous costs
|
|
$
|
|
**
|
Total
|
|
$
|
|
**
|
• |
financial liability imposed on him or her in favor of another person pursuant to a judgment, settlement or arbitrator’s award approved by a court. However, if an undertaking to indemnify an office holder with respect to such liability is
provided in advance, then such an undertaking must be limited to events which, in the opinion of the board of directors, are foreseeable based on the company’s activities when the undertaking to indemnify is given, and to an amount or
according to criteria determined by the board of directors as reasonable under the circumstances, and such undertaking shall detail the abovementioned events and amount or criteria;
|
• |
reasonable litigation expenses, including attorneys’ fees, incurred by the office holder (1) as a result of an investigation or proceeding instituted against him or her by an authority authorized to conduct such investigation or
proceeding, provided that (i) no indictment was filed against such office holder as a result of such investigation or proceeding; and (ii) no financial liability was imposed upon him or her as a substitute for the criminal proceeding as a
result of such investigation or proceeding or, if such financial liability was imposed, it was imposed with respect to an offense that does not require proof of criminal intent and (2) in connection with a monetary sanction;
|
• |
reasonable litigation expenses, including attorneys’ fees, incurred by the office holder or imposed by a court in proceedings instituted against him or her by the company, on its behalf or by a third-party or in connection with criminal
proceedings in which the office holder was acquitted or as a result of a conviction for an offense that does not require proof of criminal intent; and
|
• |
expenses, including reasonable litigation expenses and legal fees, incurred by an office holder in relation to an administrative proceeding instituted against such office holder, or certain compensation payments made to an injured party
imposed on an office holder by an administrative proceeding, pursuant to certain provisions of the Israeli Securities Law, 5728-1968 (the “Israeli Securities Law”).
|
• |
a breach of the duty of loyalty to the company, to the extent that the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company;
|
• |
a breach of the duty of care to the company or to a third-party, including a breach arising out of the negligent conduct of the office holder;
|
• |
a financial liability imposed on the office holder in favor of a third-party;
|
• |
a financial liability imposed on the office holder in favor of a third-party harmed by a breach in an administrative proceeding; and
|
• |
expenses, including reasonable litigation expenses and legal fees, incurred by the office holder as a result of an administrative proceeding instituted against him or her, pursuant to certain provisions of the Israeli Securities Law.
|
• |
a breach of the duty of loyalty, except to the extent that the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company;
|
• |
a breach of the duty of care committed intentionally or recklessly, excluding a breach arising out of the negligent conduct of the office holder;
|
• |
an act or omission committed with intent to derive illegal personal benefit; or
|
• |
a fine, monetary sanction or forfeit levied against the office holder.
|
Exhibit
Number
|
Exhibit Title
|
1.1*
|
Form of Underwriting Agreement
|
4.3*
|
Form of Note
|
4.4*
|
Form of Warrant Certificate
|
4.5*
|
Form of Warrant Agreement
|
4.6*
|
Form of Purchase Contract Agreement
|
4.7*
|
Form of Unit Agreement
|
25.1**
|
Form T-1 Statement of Eligibility of Trustee under the Indenture
|
* |
To be filed, if necessary, by amendment.
|
** |
To be incorporated by reference to a subsequent filing in accordance with Section 305(b)(2) of the Trust Indenture Act of 1939, as amended, where applicable.
|
(i) |
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
|
(ii) |
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
|
(iii) |
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
|
(i) |
each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
|
(ii) |
each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of
providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness
or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed
to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or
prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
|
|
|
Perion Network Ltd.
|
||||
|
|
By:
|
|
/s/ Doron Gerstel
|
||
|
|
|
Name: Doron Gerstel
|
|||
|
|
|
Title: Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Eyal Kaplan
|
|
Chairman of the Board of Directors
|
|
December 8, 2021
|
Eyal Kaplan
|
|
|
|
|
|
|
|
|
|
/s/ Doron Gerstel
|
|
Chief Executive Officer and Director
|
|
December 8, 2021
|
Doron Gerstel
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Maoz Sigron
|
|
Chief Financial Officer
|
|
December 8, 2021
|
Maoz Sigron
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Dror Erez
|
|
Director
|
|
December 8, 2021
|
Dror Erez
|
|
|
|
|
|
|
|
|
|
/s/ Joy Marcus
|
|
Director
|
|
December 8, 2021
|
Joy Marcus
|
|
|
|
|
|
|
|
|
|
/s/ Rami Schwartz
|
|
Director
|
|
December 8, 2021
|
Rami Schwartz
|
|
|
|
|
|
|
|
|
|
/s/ Sarit Firon
|
|
Director
|
|
December 8, 2021
|
Sarit Firon
|
|
|
|
|
|
|
|
|
|
/s/ Michael Vorhaus
|
|
Director
|
|
December 8, 2021
|
Michael Vorhaus
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Doron Gerstel |
Name:
|
|
Doron Gerstel
|
Title:
|
|
Intercept Interactive Inc., D/B/A Undertone, represented by Doron Gerstel
|
1. |
Name of the Company: Perion Network Ltd.
|
2. |
The objective for which the Company was formed:
|
(a) |
The development, manufacture and marketing of software.
|
(b) |
Any other objective determined by the Company’s board of directors.
|
3. |
The liability of the shareholders is limited.
|
4. |
The share capital of the Company shall be NIS 1,800,000, consisting of 60,000,000 ordinary shares, each having a nominal value of NIS 0.03.
|
5. |
Amendments to this Memorandum of Association shall be adopted if approved by the holders of a simple majority of the voting power of the Company represented at the
meeting, in person or by proxy, and voting thereon.
|
1. |
In these Articles, unless the context otherwise requires:
|
2. |
The Company is a public company as such term is defined in Section 1 of the Law. The liability of the Company’s Shareholders is limited and, accordingly, each
Shareholder’s responsibility for the Company’s obligations shall be limited to the payment of the nominal value of the shares held by such Shareholder, subject to the provisions of these Articles and the Law.
|
3. |
The Company's objectives are:
|
3.1. |
The development, manufacture and marketing of software;
|
3.2. |
Any other objective as determined by the Board.
|
4. |
Share Capital
|
5. |
Allotment of Shares
|
6. |
Bearer Shares
|
7. |
Special Rights
|
8. |
Consolidation and Subdivision: Fractional Shares
|
8.1. |
From time to time, by resolution of the Shareholders, subject to the Articles and the Law:
|
8.1.1. |
Consolidate all or any of its issued or unissued share capital into shares bearing a per share nominal value that is larger than the per share nominal value of its
existing shares;
|
8.1.2. |
Cancel any shares that at the date of the adoption of such resolution have not been acquired or agreed to be acquired by any person, and reduce the amount of its share
capital by the amount of the shares so cancelled;
|
8.1.3. |
Subdivide its shares (issued or unissued) or any of them, into shares of smaller per share nominal value than is fixed by these Articles. The resolution pursuant to
which any share is subdivided may determine that, as among the holders of the shares resulting from such subdivision, one or more of such shares may, as compared with the others, have special rights, or be subject to any such restrictions,
as the Company has power to attach to unissued or new shares;
|
8.1.4. |
Reduce its share capital in any manner, including with and subject to any incidental authorities and/or consents required by law.
|
8.2. |
Upon any consolidation or subdivision of shares that may result in fractional shares, the Board may settle any difficulty that may arise with regard thereto as it
deems fit, including, without limitation, by:
|
8.2.1. |
Allotting, in contemplation of, or subsequent to, such consolidation or other action, such shares or fractional shares sufficient to preclude or remove fractional
shareholdings;
|
8.2.2. |
Notwithstanding Section 295 of the Law, making such arrangements for the sale or transfer of the fractional shares to such other shareholders of the Company at such
times and at such price as the Board deems fit so as to most expeditiously preclude or remove any fractional shareholdings and cause the transferees of such fractional shares to pay the full fair market value thereof to the transferors,
and the Board is hereby authorized to act as agent for the transferors and transferees with power of substitution and off-setting for purposes of implementing the provisions of this sub-Article;
|
8.2.3. |
To the extent as may be permitted under the Law, redeeming or purchasing such fractional shares sufficient to preclude and remove such fractional shareholding; and
|
8.2.4. |
Determining, as to the holders of shares so consolidated, which issued shares shall be consolidated into each share of a larger nominal value.
|
9. |
Increase of Capital
|
9.1. |
The Company, by resolution of the Shareholders, may from time to time, whether or not all the shares then authorized have been issued, and whether or not all the
shares theretofore issued have been fully called up for payment, increase its authorized share capital. Any such new share capital shall be of such amount and divided into shares of such nominal values and (subject to any special rights
then attached to any existing class of shares) bear such rights or preferences or be subject to such conditions or restrictions (if any) as the resolution approving such share capital increase shall provide.
|
9.2. |
Except so far as otherwise provided in such resolution or pursuant to the Articles, such new shares shall be subject to all the provisions of the Articles applicable
to the shares of such class included in the existing share capital.
|
10. |
Modification of Class Rights
|
10.1. |
If at any time the share capital of the Company is divided into different classes of shares, the right attached to any class (unless otherwise provided by the terms of
issue of the shares of that class) may be modified only upon consent of a separate general meeting of the holders of the shares of that class. The provisions of these Articles relating to general meetings of Shareholders shall apply mutatis mutandis to every such separate general class meeting.
|
10.2. |
Unless otherwise provided by these Articles, the increase in an authorized class of shares, or the issuance of additional shares thereof out of the authorized and
unissued share capital, shall not be deemed, for the purposes of Article 10.1 to vary, modify or abrogate the rights attached to previously issued shares of such class or of any other class of shares.
|
11. |
Redeemable Shares
|
12. |
Issuance of Share Certificates: Replacement, of Lost. Certificates
|
12.1. |
Share certificates, when issued, shall be issued, upon the written request of a Shareholder, under the Seal and shall bear the signature of any person or persons so
authorized by the Board.
|
12.2. |
Each Shareholder shall be entitled to one or more numbered certificate(s) for all the shares of any class registered in his name, each of which shall state the number
of shares represented by the certificate, their serial numbers and the amount paid on account of their nominal value.
|
12.3. |
A share certificate registered in the Shareholders Register in the names of two or more persons shall be delivered to the person first named in the Shareholders
Register in respect of such co-ownership and the Company shall not be obligated to issue more than one certificate to all of the joint holders.
|
12.4. |
A share certificate that has been defaced, lost or destroyed, may be replaced, and the Company shall issue a new certificate to replace such defaced, lost or destroyed
certificate upon payment of such fee, and upon the furnishing of such evidence of ownership and such indemnity, as the Board, in its discretion, deems fit.
|
13. |
Registered Holder
|
14. |
Payment in Installment
|
15. |
Calls on Shares
|
15.1. |
The Board may, from time to time, as in its discretion it deems fit, make calls for payment upon Shareholders in respect of any sum which has not been paid up in
respect of shares held by such Shareholders and that is not, pursuant to the terms of allotment or issue of such shares or otherwise, payable at a fixed time. Each Shareholder shall pay the amount of every call so made upon him (and of each
installment thereof if the same is payable in installments), to the person(s) and at the time(s) and place(s) designated by the Board. Unless otherwise stipulated in the resolution of the Board (and in the notice referred to below), each
payment in response to a call shall be deemed to constitute a pro rata payment on account of all the shares in respect of which such call was made.
|
15.2. |
Notice of any call for payment by a Shareholder shall be given in writing to such Shareholder not less than 14 days prior to the time of payment fixed in such notice,
and shall specify the time and place of payment, and the person to whom such payment is to be made. Prior to the time for any such payment fixed in a notice of a call given to a Shareholder, the Board may in its discretion, by notice in
writing to such Shareholder, revoke such call in whole or in part, extend the time fixed for payment thereof, or designate a different place of payment or person to whom payment is to be made. In the event of a call payable in installments,
only one notice thereof need be given.
|
15.3. |
If, pursuant to the terms of allotment or issue of a share or otherwise, an amount is made payable at a fixed time (whether on account of such share or by way of
premium), such amount shall be payable at such time as if it were payable by virtue of a call made by the Board and for which notice was given in accordance with this Article 15, and the provisions of these Articles with regard to calls
(and the non-payment thereof) shall be applicable to such amount (and the non-payment thereof).
|
15.4. |
Joint holders of a share shall be jointly and severally liable to pay all calls for payment in respect of such share and all interest payable thereon.
|
15.5. |
Any amount called for payment that is not paid when due shall bear interest from the date fixed for payment until actual payment thereof, at such rate and payable at
such time(s) as the Board may prescribe.
|
15.6. |
The Board may provide for differences among the allottees of such shares as to the amounts and times for payment of calls for payment in respect of such shares.
|
16. |
Prepayment
|
17. |
Forfeiture and Surrender
|
17.1. |
If any Shareholder fails to pay an amount payable by virtue of a call, or interest thereon as provided for in accordance herewith, on or before the day fixed for
payment of the same, the Board may, at any time after the day fixed for such payment, so long as such amount (or any portion thereof) or interest thereon (or any portion thereof) remains unpaid, forfeit all or any of the shares in respect
of which such payment was called for. All expenses incurred by the Company in attempting to collect any such amount or interest thereon, including, without limitation, attorneys’ fees and costs of legal proceedings, shall be added to, and
shall, for all purposes (including the accrual of interest thereon), constitute a part of, the amount payable to the Company in respect of such call.
|
17.2. |
Upon the adoption of a resolution as to the forfeiture of a Shareholder’s share, the Board shall cause notice thereof to be given to such Shareholder, which notice
shall state the place that payment is to be made and that, in the event of the failure to pay the entire amount so payable by a date specified in the notice (which date shall be not less than seven days after the date such notice is given
and which may be extended by the Board), such shares shall be ipso facto forfeited; provided, however, that, prior to such date, the Board may nullify such resolution of forfeiture, but no such nullification shall prevent the Board from adopting a further resolution of
forfeiture in respect of the non-payment of the same amount.
|
17.3. |
Without derogating from Articles 17.1 and 17.2 hereof, whenever shares are forfeited as herein provided, any and all dividends declared in respect of such shares and
not actually paid shall be deemed to have been forfeited at the same time as the forfeiture of such shares.
|
17.4. |
The Company, by resolution of the Board, may accept the voluntary surrender of any share. A surrendered share shall be treated as if it had been forfeited.
|
17.5. |
Any share forfeited or surrendered as provided herein shall become the property of the Company, and the same, subject to the provisions of these Articles, may be sold,
re-allotted or otherwise disposed of, as the Board deems fit.
|
17.6. |
Any Shareholder whose shares have been forfeited or surrendered shall cease to be a Shareholder in respect of the forfeited or surrendered shares, but shall,
notwithstanding, be liable to pay, and shall forthwith pay, to the Company, all calls, interest and expenses owing upon or in respect of such shares at the time of forfeiture or surrender, together with interest thereon from the time of
forfeiture or surrender until actual payment, at the rate prescribed in Article 15.5 above, and the Board, in its discretion, may, but shall not be obligated to, enforce the payment of such monies, or any part thereof. In the event of such
forfeiture or surrender, the Company, by resolution of the Board, may accelerate the date(s) of payment of any or all amounts then owing to the Company by the Shareholder in question (but not yet due) in respect of all shares owned by such
Shareholder, solely or jointly with another.
|
17.7. |
The Board may at any time, before any share so forfeited or surrendered shall have been sold, re-allotted or otherwise disposed of, nullify the forfeiture or surrender
on such conditions as it deems fit, but no such nullification shall prevent the Board from re-exercising its powers of forfeiture pursuant to this Article 17.
|
17.8. |
A declaration in writing by a director or secretary of the Company that a share in the Company has been duly forfeited on the date stated in the declaration shall be
conclusive evidence of the facts therein stated against all persons claiming to be entitled to the share.
|
17.9. |
The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which, by the terms of issue of a share, becomes payable at a fixed
time, whether on account of the amount of the share, or by way of premium, as if the same had been payable by virtue of a call duly made and notified.
|
18. |
Lien
|
18.1. |
Except to the extent the same may be waived or subordinated in writing, the Company shall have a first and paramount lien upon all the shares registered in the name of
each Shareholder (without regard to any equitable or other claim or interest in such shares on the part of any other person), and upon the proceeds of the sale thereof, for his debts or other liabilities to the Company arising from any
amount payable by such Shareholder in respect of any unpaid or partly paid share, whether or not such debt or other liability has matured. Such lien shall extend to all dividends from time to time declared or paid in respect of such share.
Unless otherwise provided, the registration by the Company of a transfer of shares shall be deemed to be a waiver on the part of the Company of the lien (if any) existing on such shares immediately prior to such transfer.
|
18.2. |
The Board may cause the Company to sell a share subject to such a lien when the debt or other liability giving rise to such lien has matured, in such manner and for
such sums as the Board deems fit, but no such sale shall be made unless such debt or other liability has not been satisfied within seven days after written notice of the intention to sell shall have been served on such Shareholder, his
executors or administrators.
|
18.3. |
The net proceeds of any such sale, after payment of the costs thereof, shall be applied in or toward satisfaction of the debts or other liabilities of such Shareholder
in respect of such share (whether or not the same have matured), and the remainder (if any) shall be paid to the Shareholder, his executors, administrators or assigns.
|
19. |
Sale After Forfeiture or Surrender or in Enforcement, of Lien
|
20. |
Purchase of the Company’s Shares
|
21. |
Registration of Transfer
|
21.1. |
No transfer of shares shall be registered unless a proper writing or instrument of transfer (in any customary form or any other form satisfactory to the Board) has
been submitted to the Company (or its transfer agent), together with the share certificate(s) or such other evidence of title as the Board may reasonably require.
|
21.2. |
The Board may, in its discretion to the extent it deems necessary and subject to any restrictions in the Law or the rules of any stock exchange upon which the Ordinary
Shares are listed or included for quotation, close the Shareholders Register for registrations of transfers of shares during any year for periods to be determined by the Board, and no registrations in the Shareholders Register of transfers
of shares shall be made by the Company during any such period during which the Shareholders Register is so closed.
|
22. |
Decedents’ Shares
|
22.1. |
In case of a share registered in the name of two or more shareholders, the Company may recognize the survivor(s) as the sole owner(s) thereof unless and until the
provisions of Article 22.2 have been effectively invoked.
|
22.2. |
Any person becoming entitled to a share in consequence of the death of any person, upon producing evidence of the grant of probate or letters of administration or
declaration of succession (or such other evidence as the Board may reasonably deem sufficient), shall be registered as a Shareholder in respect of such share, or may, subject to the regulations as to transfer herein contained, transfer such
share. However, nothing herein shall release the estate of a deceased Shareholder (whether sole or joint) of a share from any obligation to the Company with respect to any share held by the deceased.
|
23. |
Receivers and Liquidators
|
23.1. |
The Company may recognize any receiver, liquidator or similar official appointed to wind-up, dissolve or otherwise liquidate a Shareholder that is an entity, and a
trustee, manager, receiver, liquidator or similar official appointed in bankruptcy or in connection with the reorganization of, or similar proceeding with respect to, a Shareholder or its properties, as being entitled to the shares
registered in the name of such Shareholder.
|
23.2. |
Any such receiver, liquidator or similar official appointed to wind-up, dissolve or otherwise liquidate a Shareholder that is an entity and any such trustee, manager,
receiver, liquidator or similar official appointed in bankruptcy or in connection with the reorganization of, or similar proceedings with respect to, a Shareholder or its properties, upon producing such evidence as the Board may deem
sufficient as to his authority to act in such capacity or under this Article, shall with the consent of the Board (which the Board may grant or refuse in its discretion), be registered as a Shareholder in respect of such shares, or may,
subject to the provisions as to transfer herein contained, transfer such shares.
|
24. |
Branch Registers
|
25. |
Record Date for Notices of General Meetings
|
25.1. |
Notwithstanding any provision of these Articles to the contrary and subject to applicable law, the Board may fix a date, not exceeding 40 days, and not less than four
days, prior to the date of any general meeting of the Shareholders, as the date of which Shareholders entitled to participate and to vote at such meeting shall be determined, and all persons who were holders of record of voting shares on
such date and no others shall be entitled to notice of, participate in and to vote at such meeting. A determination of Shareholders of record entitled to participate and to vote at any meeting shall apply to any adjournment of such meeting;
provided, however, that the Board may fix a new record date for the adjourned meeting.
|
25.2. |
Any Shareholder or Shareholders of the Company holding at least one percent of the voting rights in the issued share capital of the Company may, subject to the Law,
request that the Board include a subject in the agenda of a general meeting to be held in the future. Any such request (i) must be in writing, (ii) must include all information related to the subject matter and the reason that such subject
is proposed to be brought before the general meeting and (iii) must be signed by the Shareholder or Shareholders making such request. In addition, subject to the Law, the Board may include such subject in the agenda of a general meeting
only if the request has been delivered to the secretary of the Company at least 75 days and not more than 120 days prior to the date set for the relevant Annual General Meeting or Extraordinary General Meeting, as applicable. Each such
request shall also set forth: (a) the name and address of the Shareholder making the request; (b) a representation that the Shareholder is a holder of shares of the Company entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting; (c) a description of all arrangements or understandings between the Shareholder and any other person or persons (naming such person or persons) in connection with the subject which is requested to be included in the
agenda; and (d) a declaration that all the information that is required under the Law and any other applicable law to be provided to the Company in connection with such subject, if any, has been provided. In addition, if such subject
includes a nomination to the Board in accordance with the Articles, the request shall also set forth the consent of each nominee to serve as a director of the Company if so elected and a declaration signed by each of the nominees declaring
that there is no limitation under applicable law for the appointment of such a nominee. Furthermore, the Board may, in its discretion, to the extent it deems necessary, require that the Shareholders making the request provide additional
information so as to include a subject in the agenda of a general meeting.
|
26. |
Annual Meetings
|
27. |
Extraordinary General Meetings
|
28. |
Powers of the General Meeting
|
29. |
Notice of General Meetings; Omission to Give Notice
|
30. |
Manner of Meeting
|
31. |
Quorum
|
31.1. |
No business shall be transacted at any general meeting unless a quorum is present when the meeting commences. For all purposes, the quorum shall be at least two
Shareholders present in person, or by proxy, holding in the aggregate at least 33 1/3% (thirty three percent and one-third of a percent) of the voting rights in the issued share capital of the Company.
|
31.2. |
If within 30 minutes from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the request of the Shareholders, shall be
dissolved; if the meeting is not convened upon the request of a Shareholder it shall stand adjourned to the same day in the next week at the same place and time, or to such day and at such time and place as the chairperson may determine
with the consent of the holders of a majority of the voting power represented at the meeting in person or by proxy and voting on the question of adjournment. No business shall be transacted at any adjourned meeting except business that
might lawfully have been transacted at the meeting as originally called. If at the adjourned meeting a legal quorum is not present after 30 minutes from the time specified for the commencement of the adjourned meeting, than the meeting
shall take place regardless of the number of members present and in such event the required quorum shall consist of any number of shareholders present in person or by proxy.
|
32. |
Chairperson
|
33. |
Adoption of Resolutions at General Meetings
|
33.1. |
Subject to Article 34 below, resolutions of the Shareholders with respect to all matters shall be deemed adopted if approved by the holders of a simple majority of the
voting power of the Company represented at the meeting in person or by proxy and voting thereon, other than as specified in the Articles or otherwise required by the Law.
|
33.2. |
Every question submitted to a general meeting shall be decided by a show of hands, but if a written ballot is demanded by any Shareholder present in person or by proxy
and entitled to vote at the meeting, the same shall be decided by such ballot. A written ballot may be demanded before the voting on a proposed resolution or immediately after the declaration by the chairperson of the meeting of the results
of the vote by a show of hands. If a vote by written ballot is taken after such declaration, the results of the vote by a show of hands shall be of no effect, and the proposed resolution shall be decided by such written ballot. The demand
for a written ballot may be withdrawn at any time before the same is conducted, in which event another Shareholder may then demand such written ballot. The demand for a written ballot shall not prevent the continuance of the meeting for the
transaction of business other than the question on which the written ballot was demanded.
|
33.3. |
A declaration by the chairperson of the meeting that a resolution was carried unanimously, or carried by a particular majority, or did not receive the required
majority in order to be carried, and an entry to that effect in the minute book of the Company, shall be prima facie evidence of the fact without proof of the number or proportion of the votes recorded in favor of or against such
resolution.
|
34. |
Special Resolution
|
35. |
Voting Power
|
36. |
Voting Rights
|
36.1. |
In the case of joint holders, the vote of the senior holder to tender a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the
other joint holders. For the purpose of this Article, seniority shall be determined by the order in which the names appear in the Shareholders Register (or in the Company’s transfer agent records). The appointment of a proxy to vote on
behalf of a jointly held share shall be executed by the senior holder.
|
36.2. |
No Shareholder shall be entitled to vote at any general meeting (or be counted as a part of the quorum thereat), unless all calls and other sums then payable by him in
respect of his shares in the Company have been paid.
|
36.3. |
Any Shareholder entitled to vote may vote either personally or by proxy (who need not be a shareholder of the Company), or, if the Shareholder is a company or other
entity, by a representative authorized pursuant to Article 36.4.
|
36.4. |
A company or other corporate body that is a Shareholder of the Company may, by resolution of its directors or any other managing body thereof, authorize any person to
be or to appoint its representative at any meeting of the Company. Any person so authorized shall be entitled to exercise on behalf of such Shareholder all the power that the latter could have exercised if it were an individual shareholder.
Upon the request of the chairperson of the meeting, written evidence of such authorization (in form reasonably acceptable to the chairperson) shall be delivered to him.
|
37. |
Instrument of Appointment
|
37.1. |
The instrument appointing a proxy shall be in writing in such form as may be approved by the Board from time to time in compliance with applicable law.
|
37.2. |
The instrument appointing a proxy (and the power of attorney or other authority, if any, under which such instrument has been signed) shall either be delivered to the
Company (at its Registered Office, at its principal place of business, at such place as the Board may specify, or by any other means, including electronic form, all in compliance with applicable law) not less than the close of business on
the business day preceding the time fixed for the meeting at which the person named in the instrument proposes to vote, or presented to the chairperson at such meeting.
|
37.3. |
The Board may cause the Company to send, by mail or otherwise, instruments of proxy to Shareholders for use at any general meeting.
|
38. |
Effect of Death of Appointer or Revocation of Appointment
|
39. |
Multiple Proxies
|
40. |
Number of Directors
|
41. |
Qualification of Directors
|
42. |
Continuing Directors in the Event of Vacancies
|
43. |
Vacation of Office; Removal of Directors
|
43.1. |
The office of a director shall be vacated, ipso facto, upon his
death or if he be found legally incompetent; if he becomes bankrupt, if he is prevented by applicable law or listing requirements from serving as a director of the Company, if the Board terminates his office according to Section 231 of the
Law, if a court order is given in accordance with Section 233 of the Law, or if under the Law his term otherwise automatically terminates.
|
43.2. |
The office of a director shall be vacated by his written resignation. Such resignation shall become effective on the date fixed therein, or upon the delivery thereof
to the Company, whichever is later.
|
43.3. |
A director shall be removed from office only pursuant to the provisions of Article 43.1 or by a resolution of the general meeting of the Company approved by
Shareholders holding more than two-thirds of the voting power of the issued and outstanding share capital of the Company.
|
44. |
Remuneration of Directors
|
45. |
Conflict of Interests; Approval of Related Party Transactions
|
45.1. |
Subject to the Law and the Articles, a transaction between the Company and an Office Holder, and a transaction between the Company and another entity in which an
Office Holder of the Company has a personal interest, which is not an Extraordinary Transaction (as defined by the Law), shall be approved by the Board or a committee of the Board. Such authorization, as well as the actual approval, may be
for a particular transaction or more generally for specific type of transactions.
|
45.2. |
A director or other Office Holder, shall not participate in deliberations concerning, nor vote upon a resolution approving, a transaction with the Company in which he
has a personal interest, except as otherwise provided for in the Law.
|
46. |
Powers of the Board of Directors
|
46.1. |
General
|
46.2. |
Borrowing Power
|
46.3. |
Reserves
|
47. |
Exercise of Powers of Directors
|
47.1. |
A meeting of the Board at which a quorum is present shall be competent to exercise all the authorities, powers and discretions vested in or exercisable by the Board.
|
47.2. |
Except as otherwise specifically set forth in these Articles or as required by the Law, a resolution proposed at any meeting of the Board shall be deemed adopted if
approved by a majority of the directors present when such resolution is put to a vote and voting thereon.
|
47.3. |
A resolution in writing signed by all directors then in office and lawfully entitled to vote thereon, or to which all such directors have given their written consent
(by letter, telegram, email, facsimile, telecopier, email, or otherwise), shall be deemed to have been unanimously adopted by a meeting of the Board duly convened and held.
|
48. |
Delegation of Powers
|
48.1. |
The Board may, subject to the provisions of the Law and any other applicable law, delegate any or all of its powers to committees, and it may from time to time revoke
such delegation or alter the composition of any such committee. Any Committee so formed (in these Articles referred to as a “Committee of the Board”), shall, in the exercise of the powers so delegated, conform to any regulations imposed on
it by the Board. The meetings and proceedings of any Committee of the Board shall be governed, with the relevant changes, by the provisions herein contained for regulating the meetings of the Board, so far as not superseded by any
regulations adopted by the Board under this Article. Unless otherwise expressly provided by the Board in delegating powers to a Committee of the Board, such Committee shall not be empowered to further delegate such powers. In accordance
with and subject to Section 271 of the Law, the Compensation Committee of the Board (if any) shall have the full power and authority to approve the terms of compensation of the Office Holders of the Company, other than Office Holders who
are also directors.
|
48.2. |
Without derogating from the provisions of Article 48.1, the Board may, subject to the provisions of the Law, from time to time appoint a secretary to the Company, as
well as officers, agents, employees and independent contractors, as the Board may deem fit, and may terminate the service of any such person. The Board may, subject to the provisions of the Law, determine the powers and duties, as well as
the salaries and emoluments, of all such persons, and may require security in such cases and in such amounts as it thinks fit.
|
48.3. |
The Board may from time to time, by power of attorney or otherwise, appoint any person, company, firm or body of persons to be the attorney or attorneys of the Company
at law or in fact for such purpose(s) and with such powers, authorities and discretions, and for such period and subject to such conditions, as it thinks fit, and any such power of attorney or other appointment may contain such provisions
for the protection and convenience of persons dealing with any such attorney as the Board may think fit, and may also authorize any such attorney to delegate all or any of the powers, authorities and discretions vested in him.
|
49. |
Other than External Directors, the directors will be elected in three staggered classes by the vote of a majority of the ordinary shares present and entitled to vote.
The directors of only one class will be elected at each annual meeting for a three year term, so that the regular term of only one class of directors expires annually. The directors serving as of the date these Articles become effective
will be classified as shall be determined by a resolution of the Board. At the Company's Annual General Meeting to be held in 2006, the term of the first class, consisting of two directors will expire, and the directors elected at that
meeting will be elected for a three-year term. At the Company's Annual General Meeting to be held in 2007, the term of the second class, consisting of two directors, will expire and the directors elected at that meeting will be elected for
a three-year term. At the Company's Annual General Meeting to be held in 2008, the term of the third class, consisting of one director, will expire and the director elected at that meeting will be elected for a three-year term. The External
Directors will not be assigned a class.
|
50. |
Subject to Article 49, directors shall be elected at the Annual General Meeting or an Extraordinary General Meeting of the Company by the vote of the holders of a
majority of the voting power represented at such meeting in person or by proxy and voting on the election of directors.
|
51. |
Notwithstanding the provisions of Article 49, External Directors shall be elected and hold office in accordance with the provisions of the Law.
|
52. |
Nominations to the Board
|
52.1. |
Nominations for the election of directors may be made by the Board or a Committee of the Board or, subject to the Law, by any Shareholder. Any Shareholder or
Shareholders holding at least five percent of the voting rights in the issued share capital of the Company may nominate one or more persons for election as directors at a general meeting only if a written notice of such Shareholder’s intent
to make such nomination or nominations has been given to the secretary of the Company and each such notice sets forth all the details and information set forth in Article 25.2. The chairperson of the meeting may refuse to acknowledge the
nomination of any person not made in compliance with the foregoing procedure.
|
52.2. |
Notwithstanding the provisions of Articles 52.1 and 51, no person shall be nominated or appointed to the office of a director if such person is disqualified under the
Law from being appointed as a director.
|
52.3. |
A director’s term (including External Directors) shall begin either on the date of his appointment to the Board or at such later date designated in the resolution
appointing such director.
|
53. |
Subject to the provisions of Article 49, the Board may at any time appoint any other person as a director, whether to fill a vacancy or as an addition to the then
current number of directors, provided that the total number of directors shall not at any time exceed seven directors. Any director so appointed shall hold office until the Annual General Meeting at which the term for the other directors of
his class expires, unless otherwise stated in the appointing resolution.
|
54. |
Subject to the provisions of the Law, a director may appoint an alternate director to attend a meeting in his or her place, but an alternate director so appointed must
be approved by the board prior to the relevant meeting.
|
55. |
Meetings of the Board
|
55.1. |
The Board may meet and adjourn its meetings at such places either within or out the State of Israel and otherwise regulate such meetings and proceedings as the
directors think fit, provided that meetings shall be convened at least once every three months. Subject to all of the other provisions of the Articles concerning meetings of the Board, the Board may meet by telephone conference call or
other communication equipment so long as each director participating in such call can hear, and be heard by, each other director participating in such call. The directors participating in this manner shall be deemed to be present in person
at such meeting and shall be entitled to vote or be counted in a quorum accordingly.
|
55.2. |
Board meetings may be convened at any time by the chairperson of the Board. The chairperson of the Board shall convene a Board meeting upon the written request of any
two directors (or one director if the Board is comprised of fewer than seven directors) as soon as practicable after receiving such request and shall otherwise convene a Board meeting as provided by the Law.
|
56. |
Notice
|
56.1. |
Notice of a Board meeting shall contain the information required by the Law and shall be delivered to the directors not less than three days before such meeting.
|
56.2. |
Notice of a meeting of the Board shall be given in writing, and may be sent by hand, post, facsimile or electronic mail to a director at the address, facsimile number
or electronic mail address given by such director to the Company for such purpose. Any such notice shall be deemed duly received, if sent by post, three days following the day when any such notice was duly posted and if delivered by hand or
transmitted by facsimile transmission or electronic mail, such notice shall be deemed duly received by the director on the date of delivery or, as the case may be, transmission of the same.
|
56.3. |
Notwithstanding anything contained to the contrary herein, failure to deliver notice to a director of any such meeting in the manner required hereby may be waived (in
advance or retroactively) by such director and a meeting shall be deemed to have been duly convened notwithstanding such defective notice if such failure or defect is waived (in advance or retroactively), by all directors entitled to
participate at such meeting and to whom notice was not duly given. The presence of a director at any such meeting shall be deemed due receipt of prior notice or a waiver of any such notice requirement by such director.
|
57. |
Quorum
|
57.1. |
A quorum at a meeting of the Board shall be constituted by the presence in person, or by telephone or similar communication equipment of a majority of the directors
then in office who are lawfully entitled to participate and vote at the meeting. If within 30 minutes (or within such longer time as the chairperson of the meeting may decide) from the time appointed for the holding of the Board meeting a
quorum is not present, the Board meeting shall stand adjourned to the date, time, and place determined by the chairperson. No business shall be transacted at a meeting of the Board unless the requisite quorum is present.
|
57.2. |
If at any adjourned Board meeting a quorum is not present within 30 minutes (or within such longer time as the chairperson of the meeting may decide) from the time
appointed for holding the meeting, then the quorum at such meeting shall be constituted by the presence in person, or by telephone or similar communication equipment of two of the directors then in office who are lawfully entitled to
participate and vote at the meeting. If at such meeting such quorum is not present within the above mentioned time frame, the Board meeting shall be adjourned in accordance with the provisions of this Article 57. No business shall be
transacted at a meeting of the Board unless the requisite quorum is present.
|
58. |
Chairperson
|
59. |
Validity of Acts
|
60. |
Subject to the Articles and the Law, the Board may from time to time appoint one or more persons, whether or not directors, as the General Manager, Chief Executive
Officer, and/or President of the Company (the “Chief Executive Officer"). Subject to the Law, the powers, authorities and responsibilities any such Chief Executive Officer shall have shall be those that the Board may, at its discretion,
lawfully confer on the same. The Board may, from time to time, as the Board may deem fit, modify or revoke, such title(s), duties and authorities the Board conferred as aforesaid. Subject to the Articles and the Law, any such appointment(s)
and any such powers, authorities and responsibilities may be either for a fixed term or without any limitation of time, and may be made upon such conditions and subject to such limitations and restrictions as the Board may, from time to
time, determine. In addition, the Board may from time to time (subject to the provisions of any applicable law or the rules of any stock exchange upon which securities of the Company are listed or included for quotation and of any contract
between any such person(s) and the Company) determine the salary of any such person(s) and remove or dismiss any such person(s) from office and appoint another or others in his or their place.
|
61. |
The management and the operation of the Company’s affairs and business in accordance with the policies determined by the Board shall be vested in the Chief Executive
Officer, in addition to all powers and authorities of the Chief Executive Officer, as specified in the Law. Without derogating from the above, all powers of management and executive authority that are not vested by the Law or by the
Articles in another organ of the Company shall be vested in the Chief Executive Officer.
|
62. |
The Company shall cause minutes to be recorded of all general meetings of the Company and also of all appointments of directors and Office Holders and of the
proceedings of all meetings of the Board and any Committees thereof. Such minutes shall set forth the names of persons present and all business transacted at such meetings. Any such minutes of any meeting, if purporting to be signed by the
chairperson of such meeting or of the next succeeding meeting, or by the chairperson of the Board or the secretary of the Company, shall be prima
facie evidence of the facts therein stated. Minutes of a meeting shall be kept at the Office for the period, and in the manner, prescribed in the Law.
|
63. |
Declaration of Dividends
|
64. |
Funds Available for Payment of Dividends
|
65. |
Amount Payable by Way of Dividends
|
66. |
Interest
|
67. |
Payment in Kind
|
67.1. |
A dividend may be paid, wholly or partly, by the distribution of specific assets, and, in particular, by distribution of paid-up shares, debentures of the Company or
debentures of any other company, or in any one or more such ways.
|
67.2. |
The Board may resolve that: (a) any monies, investments, or other assets forming part of the undivided profits of the Company standing to the credit of the reserve
fund, or to the credit of any reserve fund for the redemption of capital, or to the credit of a reserve fund for the revaluation of real estate or other assets of the Company or any other reserve fund or investment funds or assets in the
hands of the Company and available for dividends, or representing premiums received on the issue of shares and standing to the credit of the share premium account, be capitalized and distributed among such of the Shareholders as would be
entitled to receive the same if distributed by the way of dividend and in the same proportion on the basis that they become entitled thereto as capital; (b) all or any part of such capitalized fund be applied on behalf of such Shareholders
in paying up in full, either at nominal or at such premiums as the resolution may provide, any unissued shares or debentures of the Company that shall be distributed accordingly or in or towards the payment, in full or in part, of the
uncalled liability on any issued shares or debentures of the Company; and (c) such distribution or payment shall be accepted by such Shareholders in full satisfaction of their share and interest in the said capitalized sum.
|
68. |
Implementation of Powers under Article 67
|
69. |
Dividends on Unpaid Shares
|
69.1. |
Without derogating from Article 65 hereof, the Board may give an instruction that shall prevent the distribution of a dividend to the holders of shares for which the
full amount payable has not been paid.
|
69.2. |
The Board may deduct from any dividend payable to any Shareholder all sums of money, if any, presently payable by such Shareholder to the Company on account of calls
or otherwise in relation to the shares of the Company. The Board may retain any dividend or other moneys payable on or in respect of a share on which the Company has a lien, and may apply the same in or toward the satisfaction of the debts,
liabilities or engagement in respect of which the lien exists.
|
70. |
Retention of Dividends
|
70.1. |
The Board may retain any dividend or other monies payable or property distributable in respect of a share on which the Company has a lien, and may apply the same in or
toward satisfaction of the debts, liabilities, or engagements in respect of which the lien exists.
|
70.2. |
The Board may retain any dividend or other monies payable or property distributable in respect of a share in respect of which any person is, under Article 21 entitled
to become a Shareholder, or which any person is, under such Article, entitled to transfer, until such person shall become a shareholder in respect of such share or shall transfer the same.
|
71. |
Unclaimed Dividends
|
72. |
Payment
|
73. |
Receipt from a Joint Holder
|
74. |
Books of Account
|
75. |
Audit.
|
76. |
Auditors
|
77. |
Rights of Signature
|
78. |
Notices
|
78.1. |
Any written notice or other document may be served by the Company upon any Shareholder either personally, electronically, or by sending it by prepaid mail (airmail if
sent internationally) addressed to such Shareholder at his address as described in the Shareholders Register or such other address as he may have designated in writing for the receipt of notices and other documents. Any written notice or
other document may be served by any Shareholder upon the Company by tendering the same in person to the secretary or the Chief Executive Officer of the Company at the Office or by sending it by prepaid registered mail (airmail if posted
outside Israel) to the Company at its Office. Any such notice or other document shall be deemed to have been served 48 hours after it has been posted (seven business days if sent internationally), or when actually received by the addressee
if sooner than 48 hours or seven business days, as the case may be, after it has been posted, or when actually tendered in person, to such shareholder (or to the secretary or the Chief Executive Officer). Notice sent by telegram, facsimile
or electronic mail shall be deemed to have been served when actually received by the addressee, including in the event that it was defectively addressed or failed, in some other respect, to comply with the provisions of this Article 78.1.
|
78.2. |
All notices to be given to the Shareholders shall, with respect to any share to which persons are jointly entitled, be given to whichever of such persons is named
first in the Shareholders Register or in the records of the Company’s transfer agent, and any notice so given shall be sufficient notice to the holders of such share.
|
78.3. |
Any Shareholder whose address is not described in the Shareholders Register, and who shall not have designated in writing an address for the receipt of notices, shall
not be entitled to receive any notice from the Company.
|
78.4. |
Notwithstanding anything to the contrary contained herein and subject to the provisions of the Law, notice to a Shareholder may be served, as general notice to all
Shareholders, in accordance with applicable rules and regulations of any stock exchange upon which the Company’s shares are listed or included for quotation.
|
78.5. |
Subject to applicable law, any Shareholder, director or any other person entitled to receive notice in accordance with these Articles or Law, may waive notice, in
advance or retroactively, in a particular case or type of cases or generally, and if so, notice will be deemed as having been duly served, and all proceedings or actions for which the notice was required will be deemed valid.
|
78.6. |
The accidental omission to give notice of a meeting to any Shareholder or the non-receipt of notice by any Shareholder entitled to receive notice shall not invalidate
the proceedings at any meeting or any resolution(s) adopted by such a meeting.
|
79. |
Subject to the provisions of the Law and the Israeli Securities Law, 5728 - 1968 (the "Israeli Securities Law"), the Company may:
|
79.1. |
Enter into a contract for the insurance of the liability, in whole or in part, of any of its Office Holders with respect to an obligation imposed on such Office Holder
due to an act performed by the Office Holder in the Office Holder’s capacity as an Office Holder of the Company arising from any of the following:
|
79.1.1. |
A breach of duty of care to the Company or to any other person;
|
79.1.2. |
A breach of the duty of loyalty to the Company provided that the Office Holder acted in good faith and had reasonable grounds to assume that the act would not harm the
interests of the Company;
|
79.1.3. |
A financial liability imposed on such Office Holder in favor of any other person; and
|
79.1.4. |
Reasonable litigation expenses, including attorney fees, incurred by the Office Holder as a result of an administrative enforcement proceeding instituted against him.
Without derogating from the generality of the foregoing, such expenses will include a payment imposed on the Office Holder in favor of an injured party as set forth in Section 52(54)(a)(1)(a) of the Israeli Securities Law and expenses that
the Office Holder incurred in connection with a proceeding under Chapters H'3, H'4 or I'1 of the Securities Law, including reasonable legal expenses, which term includes attorney fees.
|
79.2. |
Undertake, in advance to indemnify, or may indemnify retroactively, an Office Holder of the Company with respect to any of the following liabilities or expenses that
arise from an act performed by the Office Holder by virtue of being an Office Holder of the Company:
|
79.2.1. |
A financial liability imposed on an Office Holder in favor of another person by any judgment, including a judgment given as a result of a settlement or an arbitrator’s award which has been confirmed by a court;
|
79.2.2. |
Reasonable litigation expenses including attorney's fees, incurred by him as a result of an investigation or proceedings instituted against him by an authority empowered to conduct an investigation or proceedings, which are concluded
without the filing of an indictment against the Office Holder and without the levying of a monetary obligation in lieu of criminal proceedings upon the Office Holder, or which are concluded without the filing of an indictment against the
Office Holder but with levying a monetary obligation in substitute of such criminal proceedings upon the Office Holder for a crime that does not require proof of criminal intent; or in connection with an administrative enforcement
proceeding or a financial sanction. Without derogating from the generality of the foregoing, such expenses will include a payment imposed on the Office Holder in favor of an injured party as set forth in Section 52(54)(a)(1)(a) of the
Israeli Securities Law, and expenses that the Office Holder incurred in connection with a proceeding under Chapters H'3, H'4 or I'1 of the Securities Law, including reasonable legal expenses, which term includes attorney fees; and
|
79.2.3. |
Reasonable litigation expenses, including attorney's fees, expended by an Office Holder or which were imposed on an Office
Holder by a court in proceedings filed against the Office Holder by the Company or in its name or by any other person or in a criminal charge on which the Office Holder was acquitted or in a criminal charge on which the Office Holder was
convicted for an offense which did not require proof of criminal intent;
|
80. |
Subject to the provisions of the Law and the Israeli Securities Law, the Company hereby releases, in advance, its Office Holders from liability to the Company for
damage that arises from the breach of the Office Holder’s duty of care to the Company.
|
81. |
The provisions of Articles 79 and 80 are not intended, and shall not be interpreted, to restrict the Company in any manner in respect of the procurement of insurance
or in respect of indemnification (i) in connection with any person who is not an Office Holder, including, without limitation, any employee, agent, consultant or contractor of the Company who is not an Office Holder, or (ii) in connection
with any Office Holder to the extent that such insurance and/or indemnification is not specifically prohibited under law; provided that the procurement of any such insurance or the provision of any such indemnification shall be approved by
the Board . Any modification of Articles 79 through 81 shall be prospective in effect and shall not affect the Company’s obligation or ability to indemnify an Office Holder for any act or omission occurring prior to such modification.
|
Section 1.01. Definitions
|
1
|
Section 1.02. Other Definitions
|
4
|
Section 1.03. Incorporation by Reference of Trust Indenture Act
|
5
|
Section 1.04. Rules of Construction
|
5
|
Section 2.01. Issuable in Series
|
5
|
Section 2.02. Establishment of Terms of Series of Securities
|
6
|
Section 2.03. Execution and Authentication
|
7
|
Section 2.04. Registrar and Paying Agent
|
8
|
Section 2.05. Paying Agent to Hold Money in Trust
|
9
|
Section 2.06. Securityholder Lists
|
9
|
Section 2.07. Exchange and Registration of Transfer
|
9
|
Section 2.08. Mutilated, Destroyed, Lost and Stolen Securities
|
10
|
Section 2.09. Outstanding Securities
|
11
|
Section 2.10. Treasury Securities
|
11
|
Section 2.11. Temporary Securities
|
11
|
Section 2.12. Cancellation
|
11
|
Section 2.13. Defaulted Interest
|
12
|
Section 2.14. Registered Global Securities
|
12
|
Section 2.15. Computation of Interest
|
13
|
Section 2.16. CUSIP and ISIN Numbers
|
13
|
Section 3.01. Notice to Trustee
|
13
|
Section 3.02. Selection of Securities to Be Redeemed
|
13
|
Section 3.03. Notice of Redemption
|
13
|
Section 3.04. Effect of Notice of Redemption
|
14
|
Section 3.05. Deposit of Redemption Price
|
14
|
Section 3.06. Securities Redeemed in Part
|
14
|
Section 4.01. Payment of Principal and Interest
|
14
|
Section 4.02. SEC Reports
|
14
|
Section 4.03. Stay, Extension and Usury Laws
|
14
|
Section 4.04. Corporate Existence
|
14
|
Section 4.05. Maintenance of Office or Agency
|
15
|
Section 4.06. Money for Securities Payments to Be Held in Trust
|
15
|
Section 4.07. Waiver of Certain Covenants
|
16
|
Section 5.01. When Company May Merge, Etc
|
16
|
Section 5.02. Successor Corporation Substituted
|
16
|
Section 6.01. Events of Default
|
17
|
Section 6.02. Acceleration of Maturity; Rescission and Annulment
|
18
|
Section 6.03. Collection of Indebtedness and Suits for Enforcement by Trustee
|
19
|
Section 6.04. Trustee May File Proofs of Claim
|
20
|
Section 6.05. Trustee May Enforce Claims without Possession of Securities
|
20
|
Section 6.06. Application of Money Collected
|
20
|
Section 6.07. Limitation on Suits
|
20
|
Section 6.08. Unconditional Right of Holders to Receive Principal and Interest
|
21
|
Section 6.09. Restoration of Rights and Remedies
|
21
|
Section 6.10. Rights and Remedies Cumulative
|
21
|
Section 6.11. Delay or Omission Not Waiver
|
21
|
Section 6.12. Control by Holders
|
21
|
Section 6.13. Waiver of Past Defaults
|
22
|
Section 6.14. Undertaking for Costs
|
22
|
Section 7.01. Duties of Trustee
|
22
|
Section 7.02. Rights of Trustee
|
23
|
Section 7.03. Individual Rights of Trustee
|
24
|
Section 7.04. Trustee’s Disclaimer
|
24
|
Section 7.05. Notice of Defaults
|
24
|
Section 7.06. Reports by Trustee to Holders
|
24
|
Section 7.07. Compensation and Indemnity
|
24
|
Section 7.08. Replacement of Trustee
|
25
|
Section 7.09. Successor Trustee by Merger, etc.
|
26
|
Section 7.10. Eligibility; Disqualification
|
26
|
Section 7.11. Preferential Collection of Claims against Company
|
26
|
Section 8.01. Satisfaction and Discharge of Indenture
|
26
|
Section 8.02. Application of Trust Funds; Indemnification
|
27
|
Section 8.03. Legal Defeasance of Securities of any Series
|
27
|
Section 8.04. Covenant Defeasance
|
28
|
Section 8.05. Repayment to Company
|
29
|
Section 8.06. Effect of Subordination Provisions
|
29
|
Section 9.01. Without Consent of Holders
|
29
|
Section 9.02. With Consent of Holders
|
30
|
Section 9.03. Limitations
|
31
|
Section 9.04. Compliance with Trust Indenture Act
|
31
|
Section 9.05. Revocation and Effect of Consents
|
31
|
Section 9.06. Notation on or Exchange of Securities
|
32
|
Section 9.07. Trustee Protected
|
32
|
Section 10.01. Agreement to Subordinate
|
32
|
Section 11.01. Trust Indenture Act Controls
|
32
|
Section 11.02. Notices
|
32
|
Section 11.03. Communication by Holders with Other Holders
|
33
|
Section 11.04. Certificate and Opinion as to Conditions Precedent
|
33
|
Section 11.05. Statements Required in Certificate or Opinion
|
33
|
Section 11.06. Rules by Trustee and Agents
|
33
|
Section 11.07. Legal Holidays
|
33
|
Section 11.08. No Recourse Against Others
|
33
|
Section 11.09. Counterparts
|
34
|
Section 11.10. Governing Laws; Submission to Jurisdiction; Waiver of Jury Trial
|
34
|
Section 11.11. No Adverse Interpretation of Other Agreements
|
34
|
Section 11.12. Successors
|
34
|
Section 11.13. Severability
|
34
|
Section 11.14. Table of Contents, Headings, Etc.
|
34
|
Section 11.15. Securities in a Foreign Currency
|
34
|
Section 11.16. Judgment Currency
|
35
|
Section 11.17. Acts of Holders
|
35
|
Section 11.18. Force Majeure
|
36
|
Section 12.01. Applicability of Article
|
36
|
Section 12.02. Satisfaction of Sinking Fund Payments with Securities
|
36
|
Section 12.03. Redemption of Securities for Sinking Fund
|
36
|
§ 310(a)(1)
|
7.10
|
(a)(2)
|
7.10
|
(a)(3)
|
Not Applicable
|
(a)(4)
|
Not Applicable
|
(a)(5)
|
7.10
|
(b)
|
7.10
|
§ 311(a)
|
7.11
|
(b)
|
7.11
|
§ 312(a)
|
2.06
|
(b)
|
11.03
|
(c)
|
11.03
|
§ 313(a)
|
7.06
|
(b)(1)
|
7.06
|
(b)(2)
|
7.06
|
(c)
|
7.06
|
(d)
|
7.06
|
§ 314(a)
|
4.02, 4.03
|
(b)
|
Not Applicable
|
(c)(1)
|
11.04
|
(c)(2)
|
11.04
|
(c)(3)
|
Not Applicable
|
(d)
|
Not Applicable
|
(e)
|
11.05
|
(f)
|
Not Applicable
|
§ 315(a)
|
7.01
|
(b)
|
7.05
|
(c)
|
7.01
|
(d)
|
7.01
|
(e)
|
6.14
|
§ 316(a)
|
2.10
|
(a)(1)(A)
|
6.12
|
(a)(1)(B)
|
6.13
|
(a)(2)
|
Not Applicable
|
(b)
|
6.08
|
(c)
|
9.05
|
§ 317(a)(1)
|
6.03
|
(a)(2)
|
6.04
|
(b)
|
2.05
|
§ 318(a)
|
11.01
|
Term
|
Defined in Section
|
|
“Bankruptcy Law”
|
6.01
|
|
“Custodian”
|
6.01
|
|
“Event of Default”
|
6.01
|
|
“Judgment Currency”
|
11.16
|
|
“Legal Holiday”
|
11.07
|
|
“mandatory sinking fund payment”
|
12.01
|
|
“Market Exchange Rate”
|
11.15
|
|
“New York Banking Day”
|
11.16
|
|
“optional sinking fund payment”
|
12.01
|
|
“Paying Agent”
|
2.04
|
|
“Register”
|
2.04
|
|
“Registrar”
|
2.04
|
|
“Required Currency”
|
11.16
|
|
“Service Agent”
|
2.04
|
|
“successor person”
|
5.01
|
Perion Network Ltd.
|
|||
By:
|
|||
Name:
|
|||
Title:
|
[____], as Trustee
|
|||
By:
|
|||
Name:
|
|||
Title:
|
Perion Network Ltd.
|
26 HaRokmim Street,
|
Holon 5885849
|
Israel
|
|
Very truly yours,
|
|
|
|
|
|
/s/ Meitar Law Offices
|
|
|
Meitar Law Offices
|
|
Davis
Polk & Wardwell llp
450
Lexington Avenue
New York, NY 10017 |
1. |
When the Indenture and any supplemental indenture to be entered into in connection with the issuance of any Debt Securities have been duly authorized, executed and delivered by the Trustee and the Company; the specific terms of a
particular series of Debt Securities have been duly authorized and established in accordance with the Indenture; and such Debt Securities have been duly authorized, executed, authenticated, issued and delivered in accordance with the
Indenture and the applicable underwriting or other agreement against payment therefor, such Debt Securities will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable
bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability, and may be subject to possible judicial or regulatory actions giving effect to
governmental actions or foreign laws affecting creditors' rights, provided that we express no opinion as to (w) the enforceability of any waiver of rights under any usury or stay law, (x) the effect of fraudulent conveyance, fraudulent
transfer or similar provision of applicable law on the conclusions expressed above (y) the validity, legally binding effect or enforceability of any section of the Indenture that requires or relates to adjustments to the conversion rate at
a rate or in an amount that a court would determine in the circumstances under applicable law to be commercially unreasonable or a penalty or forfeiture or (z) the validity, legally binding effect or enforceability of any provision that
permits holders to collect any portion of stated principal amount upon acceleration of the Debt Securities to the extent determined to constitute unearned interest.
|
2. |
When the Warrant Agreement to be entered into in connection with the issuance of any Warrants has been duly authorized, executed and delivered by the Warrant Agent and the Company; the specific terms of the Warrants have been duly
authorized and established in accordance with the Warrant Agreement; and such Warrants have been duly authorized, executed, issued and delivered in accordance with the Warrant Agreement and the applicable underwriting or other agreement
against payment therefor, such Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights
generally, concepts of reasonableness and equitable principles of general applicability, and may be subject to possible judicial or regulatory actions giving effect to governmental actions or foreign laws affecting creditors’ rights.
|
3. |
When the Purchase Contract Agreement to be entered into in connection with the issuance of any Purchase Contracts has been duly authorized, executed and delivered by the Purchase Contract Agent and the Company; the specific terms of the
Purchase Contracts have been duly authorized and established in accordance with the Purchase Contract Agreement; and such Purchase Contracts have been duly authorized, executed, issued and delivered in accordance with the Purchase Contract
Agreement and the applicable underwriting or other agreement against payment therefor, such Purchase Contracts will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable
bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability, and may be subject to possible judicial or regulatory actions giving effect to
governmental actions or foreign laws affecting creditors’ rights.
|
4. |
When the Unit Agreement to be entered into in connection with the issuance of any Units has been duly authorized, executed and delivered by the Unit Agent and the Company; the specific terms of the Units have been duly authorized and
established in accordance with the Unit Agreement; and such Units have been duly authorized, executed, issued and delivered in accordance with the Unit Agreement and the applicable underwriting or other agreement against payment therefor,
such Units will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of
reasonableness and equitable principles of general applicability, and may be subject to possible judicial or regulatory actions giving effect to governmental actions or foreign laws affecting creditors’ rights.
|
|
/s/ KOST FORER GABBAY & KASIERER
|
December 8, 2021
|
KOST FORER GABBAY & KASIERER
|
Tel-Aviv, Israel
|
A member of Ernst & Young Global
|