Common use of Conversion Conditions Clause in Contracts

Conversion Conditions. 6.1.1. On any trading day commencing from the first listing for trading of each of the series of Convertible Debentures on the Stock Exchange and up to a number of days before the end of the period of the Debentures of that series, or up to another date to be set, in accordance with the directives of the Stock Exchange as applicable at the date of the first offering report in respect of that series and as will be detailed in the aforesaid offering report ( “the Conversion Period” , and each trading day in the Conversion Period as aforesaid will hereinafter be referred to as “the Conversion Date” , and the last day of the Conversion Period will be referred to hereinafter as “End of the Conversion Period” ), except a number of days before the effective date for partial redemption in accordance with the regulations and directives of the Stock Exchange as in force on the date of the aforesaid offering report, and up to the date partial redemption is made, the balance of the principal of the Convertible Debentures of that series which are in circulation at the time will be convertible into fully paid, registered ordinary shares of NIS 0.01 nominal value each of the Company ( “the Conversion Shares” ), according to a conversion rate, or several conversion rates, that will be specified in the Initial Offering Report, which shall not be less than the nominal value of the Company’s ordinary shares at the date of the aforesaid offering report ( “the Conversion Rate” ), subject to adjustments as described below, and in the manner and on the conditions as will be specified in the aforesaid offering report. 6.1.2. Every holder of the Convertible Debentures of any series wishing to convert the balance of the nominal value of the principal of the Convertible Debentures of that series held by him into Conversion Shares ( “the Converting Party” ), shall submit directly to the Company at its registered office (if those Debentures are registered in the name of the Converting Party in the register of that series) or through the Stock Exchange member (in a case in which those Debentures are held by the Converting Party through such Stock Exchange member) on the Conversion Dates, and under all circumstances not later than the end of the Conversion Period with respect to that series a written application on a form as will be devised by the Company, accompanied by the certificates of the Convertible Debentures to which the application relates, (the Conversion Notice). 6.1.3. Within a single Conversion Notice, the conversion of the nominal value balance of the principal of the number of Convertible Debentures of the same Series that are registered to the name of that Holder may be requested and must be accompanied by all the Certificates of the Convertible Debentures to which the Conversion Notice relates. 6.1.4. In the event of conversion of Convertible Debentures into shares pursuant to this section that relates only to part of the nominal value sum of Convertible Debentures registered in the same Certificate, the Certificate of Convertible Debentures must first be split into the appropriate number of Debenture Certificates, such that the sum of all the nominal value amounts of the Debentures registered therein is equal to the nominal value sum of the Debenture Certificate divided up as aforesaid. 6.1.5. The Conversion Notice forms are available at the registered office of the Company as well as in any other location advised by the Company. 6.1.6. The Converter will, at any time, sign any document that may be required under any law and pursuant to the Company’s directives for the allocation of the Conversion Shares. The date on which the Company receives a Conversion Notice directly from the Converter (with respect to directly held Debentures), or the Stock Exchange Clearing House receives a notice of the conversion of the Convertible Debentures from a member of the Stock Exchange (with respect to Debentures held through the Registration Company), that fully complies with all the terms stipulated in the Prospectus, as appropriate, will be deemed as the date of conversion (“the Conversion Date”). 6.1.7. In the event that the Converter does not fully comply with the terms for the conversion of the Convertible Debentures, the Conversion Notice will be deemed as void and the Certificates of the Convertible Debentures will be returned to the applicant. 6.1.8. A Conversion Notice submitted to the Company may not be cancelled or altered. 6.1.9. The Converter will not be entitled to the allocation of a part of a single Conversion Share, however any fractions of Conversion Shares that arise upon conversion, if any, will be sold on the Stock Exchange by a trustee that would be appointed by the Company for this purpose, within thirty (30) days of the accrual of such fractions into whole shares in a quantity that is reasonable for sale on the Stock Exchange, taking into consideration the costs involved, and the net consideration from the sale will be proportionately divided between the beneficiaries within fifteen (15) days of the selling date. A check will not be issued to any of the beneficiaries for an amount less than NIS 50; such amounts may be collected at the offices of the Company, on the regular working days and times. An entitled person as aforesaid who does not come to the Company’s offices to receive this amount as aforesaid within twelve (12) months from the date of sale will lose his right to this amount 6.1.10. Conversion Shares will confer upon their holders full participation rights in any dividend and other distribution the determinant date for entitlement thereto is the Conversion Date or a later date, and will be equal in rights in all respects to the ordinary shares of a nominal value of NIS 0.01 outstanding in the Company’s equity on such date. 6.1.11. Any Convertible Debentures that are converted will be removed from circulation on their Conversion Date and will be fully cancelled, with retroactive effect to the Conversion Date, from the date of allotment of Conversion Shares in their respect, and will not confer any right to any interest subsequent to the final date of payment of interest thereon, with respect to which the determinant date precedes the Conversion date, and will not confer any right to linkage differences accrued on the balance of the principal under the terms of linkage as stated in Section 3 above (and which would have been payable together with the principal of the Debentures had the applicant not exercised his right to convert the Convertible Debentures into shares as aforesaid). 6.1.12. Any part of the Convertible Debentures of any Series that is not converted until the End of the Conversion Period of such Series will no longer confer upon its Holder any right to convert it into Conversion Shares, and the related conversion right will be null and void subsequent to said date. 6.1.13. [deleted]

Conversion Conditions. 6.1.1. On any trading day commencing from the first listing for trading of each (a) The Subordinated Debentures shall be convertible only so long as one or more of the series of Convertible following conditions is satisfied. (i) The Subordinated Debentures on the Stock Exchange may be surrendered for conversion during any calendar quarter (and up to a number of days before the end of the period of the Debentures of that series, or up to another date to be set, in accordance only during such calendar quarter) beginning with the directives quarter ending September 30, 2003, if, as of the Stock Exchange as applicable at the date of the first offering report in respect of that series and as will be detailed in the aforesaid offering report ( “the Conversion Period” , and each trading day in the Conversion Period as aforesaid will hereinafter be referred to as “the Conversion Date” , and the last day of the Conversion Period will be referred to hereinafter as “End immediately preceding calendar quarter, the Closing Sale Price of the Common Shares for at least 20 Trading Days in the period of 30 consecutive Trading Days ending on the last Trading Day of such preceding quarter is more than 120% of the Conversion Period” ), except a number Price per Common Share on the last Trading Day of days before such preceding quarter. (ii) The Subordinated Debentures may be surrendered for conversion during the effective date for partial redemption five Business Days following any ten consecutive Trading Days in accordance with which the regulations and directives Trading Price of the Stock Exchange as in force on the date Subordinated Debentures for each day of the aforesaid offering report, and up such period was less or was deemed to the date partial redemption is made, the balance of the principal of the Convertible Debentures of that series which are in circulation at the time will be convertible into fully paid, registered ordinary shares of NIS 0.01 nominal value each of the Company ( “the Conversion Shares” ), according to a conversion rate, or several conversion rates, that will be specified in the Initial Offering Report, which shall not be less than the nominal value 95% of the Company’s ordinary shares at the date product of the aforesaid offering report ( “Closing Sale Price of Common Shares multiplied by the Conversion Rate” ). For the purpose of the foregoing sentence, subject a Trading Price shall be deemed to adjustments as described below, and be less than 95% in the manner and circumstances provided in Section 402(b)(i). (iii) In the event the Company has called the Subordinated Debentures for redemption pursuant to Article Five, the Subordinated Debentures may be surrendered for conversion at any time on or after the date the Redemption Notice has been given until the Close of Business on the conditions as will be specified in Business Day immediately preceding the aforesaid offering reportRedemption Date. 6.1.2. Every holder (iv) In the event that (A) the Company distributes to all Holders of its Common Shares rights or warrants entitling them (for a period expiring within 45 days of the Convertible Debentures of any series wishing to convert record date for the balance determination of the nominal value shareholders entitled to receive such distribution) to subscribe for or purchase Common Shares, at a price per share less than the average of the principal Closing Sale Prices of the Convertible Debentures of that series held by him into Conversion Common Shares ( “for the Converting Party” )ten Trading Days immediately preceding, shall submit directly to but not including, the Company at its registered office (if those Debentures are registered in the name of the Converting Party in the register of that series) or through the Stock Exchange member (in a case in which those Debentures are held by the Converting Party through date such Stock Exchange member) on the Conversion Dates, and under all circumstances not later than the end of the Conversion Period with respect to that series a written application on a form as will be devised distribution is first publicly announced by the Company, accompanied or (B) the Company distributes to all Holders of its Common Shares, assets, debt securities or rights or warrants to purchase its securities, where the fair market value (as determined in good faith by the certificates Board of Directors, whose determination shall be conclusive and described in a Board Resolution) of such distribution per share of Common Stock exceeds 15% of the Convertible Debentures to which Closing Sale Price of the application relatesCommon Shares on the Trading Day immediately preceding, (the Conversion Notice). 6.1.3. Within a single Conversion Noticebut not including, the conversion of the nominal value balance of the principal of the number of Convertible Debentures of the same Series that are registered to the name of that Holder may be requested and must be accompanied by all the Certificates of the Convertible Debentures to which the Conversion Notice relates. 6.1.4. In the event of conversion of Convertible Debentures into shares pursuant to this section that relates only to part of the nominal value sum of Convertible Debentures registered in the same Certificate, the Certificate of Convertible Debentures must date such distribution is first be split into the appropriate number of Debenture Certificates, such that the sum of all the nominal value amounts of the Debentures registered therein is equal to the nominal value sum of the Debenture Certificate divided up as aforesaid. 6.1.5. The Conversion Notice forms are available at the registered office of the Company as well as in any other location advised publicly announced by the Company. 6.1.6. The Converter will, then, in either case, the Subordinated Debentures may be surrendered for conversion at any time, sign any document time on or after the date that may be required under any law and pursuant the Company gives notice to the Company’s directives Holders of such right, which date shall be not less than 10 days prior to the Ex-Dividend Time for such distribution, until the allocation earlier of the Conversion Shares. The Close of Business on the Business Day immediately preceding, but not including, the Ex-Dividend Time or the date on which the Company receives a Conversion Notice directly from publicly announces that such distribution will not take place; provided that no distribution will entitle the Converter (with respect Holder to directly held Debentures), or convert if the Stock Exchange Clearing House receives a notice of the conversion of the Convertible Debentures from a member of the Stock Exchange (with respect to Debentures held through the Registration Company), that fully complies with all the terms stipulated Holder will otherwise participate in the Prospectus, as appropriate, will be deemed as the date of conversion (“the Conversion Date”)such distribution without conversion. 6.1.7. (v) In the event that (A) the Converter does Company is a party to a consolidation, amalgamation, merger, statutory arrangement (involving a business combination) or the Company conveys, transfers, sells, leases or otherwise disposes of all or substantially all of its properties and assets, (B) the Company is not fully comply the resulting or surviving entity, (C) such transaction is not with the terms for the conversion an Affiliate of the Convertible DebenturesCompany and (D) after the completion or consummation of such transaction either (i) more than 50% of the surviving or resulting entity's voting stock is not held by the Company's pre-transaction shareholders or (ii) more than 50% of the surviving or resulting entity's directors were not directors of the Company or directors approved by the Board of Directors immediately prior to the transaction, then the Subordinated Debentures may be surrendered for conversion at any time from and after the date 15 days prior to the anticipated effective date of the transaction and ending on and including the date 15 days after the consummation of the transaction. The Board of Directors shall determine the anticipated effective date of the transaction, and such determination shall be conclusive and binding on the Holders and shall be publicly announced by the Company and posted on its website or such other public medium as the Company may use at the time not later than two Business Days prior to the 30-day period described in the preceding sentence. (b) As used herein the following terms shall have the following meanings: (i) The "Trading Price" of the Subordinated Debentures on any date of determination means the average of the secondary market bid quotations per Subordinated Debenture obtained by the Conversion Agent for $5,000,000 principal amount of the Subordinated Debentures at approximately 3:30 p.m., New York City time, on such determination date from two independent nationally recognized securities dealers selected by the Company; provided that, if the Conversion Agent cannot reasonably obtain at least two such bids, but can reasonably obtain one such bid, this one bid shall be used. If, for any date the Conversion Agent has been instructed by the Company to determine the Trading Price pursuant to the last sentence of this paragraph, the Conversion Notice Agent cannot reasonably obtain at least one bid for $5,000,000 principal amount of the Subordinated Debentures from a nationally recognized securities dealer or in the Company's reasonable judgment, the bid quotation(s) are not indicative of the secondary market value of the Subordinated Debentures, then the Trading Price of the Subordinated Debentures for that date will be deemed as void to be less than 95% of the product of the Closing Sale Price of the Common Shares multiplied by Conversion Rate. The Conversion Agent shall have no obligation to determine the Trading Price of the Subordinated Debentures unless the Company has requested such a determination; and the Certificates Company shall have no obligation to make such request unless a Holder provides it with reasonable evidence that the Trading Price of the Convertible Subordinated Debentures will would be returned to less than 95% of the applicant. 6.1.8product of the Closing Sale Price of the Common Stock and the Conversion Rate. A Conversion Notice submitted to If such evidence is provided, the Company may not be cancelled or altered. 6.1.9. The Converter will not be entitled shall instruct the Conversion Agent to determine the allocation Trading Price of a part of a single Conversion Share, however any fractions of Conversion Shares that arise upon conversion, if any, will be sold the Subordinated Debentures beginning on the Stock Exchange by a trustee that would be appointed by next Trading Day and on each successive Trading Day until the Company for this purpose, within thirty (30) days Trading Price is greater than or equal to 95% of the accrual product of such fractions into whole shares in a quantity that is reasonable for sale on the Closing Sale Price of the Common Stock Exchange, taking into consideration the costs involved, and the net consideration from the sale will be proportionately divided between the beneficiaries within fifteen (15) days of the selling date. A check will not be issued to any of the beneficiaries for an amount less than NIS 50; such amounts may be collected at the offices of the Company, on the regular working days and times. An entitled person as aforesaid who does not come to the Company’s offices to receive this amount as aforesaid within twelve (12) months from the date of sale will lose his right to this amount 6.1.10. Conversion Shares will confer upon their holders full participation rights in any dividend and other distribution the determinant date for entitlement thereto is the Conversion Date or a later date, and will be equal in rights in all respects to the ordinary shares of a nominal value of NIS 0.01 outstanding in the Company’s equity on such dateRate. 6.1.11. Any Convertible Debentures that are converted will be removed from circulation on their Conversion Date and will be fully cancelled, with retroactive effect to the Conversion Date, from the date of allotment of Conversion Shares in their respect, and will not confer any right to any interest subsequent to the final date of payment of interest thereon, with respect to which the determinant date precedes the Conversion date, and will not confer any right to linkage differences accrued on the balance of the principal under the terms of linkage as stated in Section 3 above (and which would have been payable together with the principal of the Debentures had the applicant not exercised his right to convert the Convertible Debentures into shares as aforesaid). 6.1.12. Any part of the Convertible Debentures of any Series that is not converted until the End of the Conversion Period of such Series will no longer confer upon its Holder any right to convert it into Conversion Shares, and the related conversion right will be null and void subsequent to said date. 6.1.13. [deleted]

Conversion Conditions. 6.1.1. 6.1.1 On any trading day commencing from the first listing for trading of each of the series of Convertible Debentures on the Stock Exchange and up to a number of days before the end of the period of the Debentures of that series, or up to another date to be set, in accordance with the directives of the Stock Exchange as applicable at the date of the first offering report in respect of that series and as will be detailed particularized in the aforesaid offering report ( (“the Conversion Period” ”, and each trading day in the Conversion Period as aforesaid will hereinafter henceforth be referred to as “the Conversion Date” ”, and the last day of the Conversion Period will be referred to hereinafter below as “End of the Conversion Period” ”), except a number of days before the effective date for partial redemption in accordance with the regulations and directives of the Stock Exchange as in force on the date of the aforesaid offering report, and up to the date partial redemption is made, the balance of the principal of the Convertible Debentures of that series which are in circulation at the time will be convertible into fully paid, -up registered ordinary shares of NIS 0.01 nominal 1 par value each of the Company ( (“the Conversion Shares” ”), according to a conversion rate, or several conversion rates, rate that will be specified in the Initial Offering Reportfirst offering report, which shall not be less than the nominal par value of the Company’s ordinary shares at the date of the aforesaid offering report ( (“the Conversion Rate” ”), subject to adjustments as described below, and in the manner and on the conditions as will be specified particularized in the aforesaid offering report. 6.1.2. 6.1.2 Every holder of the Convertible Debentures of any series wishing to convert the balance of the nominal par value of the principal of the Convertible Debentures of that series held by him into Conversion Shares ( (“the Converting Party” ”), shall submit a written application to that effect on a form as will be devised by the Company, accompanied by the certificates of the Convertible Debentures to which the application relates, directly to the Company at its registered office (if those Debentures are registered in the name of the Converting Party in the register of that series) or through the Stock Exchange member (in a case in which those Debentures are held by the Converting Party through such Stock Exchange member) on the Conversion Dates, and under all circumstances not later than the end of the Conversion Period with respect to that series a written application on a form as (“the Notice of Conversion”). 6.1.3 It will be devised by possible in one Notice of Conversion to request the Companyconversion of the balance of the par value of the principal of a number of Convertible Debentures of that series that are registered in the name of the same holder, accompanied by and in such case all the certificates in respect of the Convertible Debentures to which the application relates, (the such Notice of Conversion Notice)relates shall be attached thereto. 6.1.3. Within 6.1.4 In the case of a single Conversion Notice, the conversion of the nominal value balance of the principal of the number of Convertible Debentures of the same Series that are registered to the name of that Holder may be requested and must be accompanied by all the Certificates of the Convertible Debentures to which the Conversion Notice relates. 6.1.4. In the event of conversion of Convertible Debentures into shares pursuant to in accordance with this section that relates paragraph with respect only to part of the nominal amount of the par value sum of the Convertible Debentures registered in one certificate, it shall be necessary first to split the same Certificate, the Certificate certificate of Convertible Debentures must first be split into the appropriate a number of Debenture Certificatesdebenture certificates as required in the circumstances, such in a manner that the sum total of all the nominal par value amounts of the Debentures registered recorded therein is equal equivalent to the nominal par value sum amount of the Debenture Certificate divided up debenture certificate which will be split as aforesaid. 6.1.5. 6.1.5 The Notice of Conversion Notice forms are available obtainable at the registered office of the Company as well as in any and at such other location advised by place of which the CompanyCompany shall give notice. 6.1.6. 6.1.6 The Converter will, Converting Party shall at any time, time sign any document that may be is required under according to any law and pursuant to in accordance with the Company’s directives instructions for purposes of the allocation allotment of the Conversion Shares. The date day on which the Company receives a Notice of Conversion Notice directly from the Converter Converting Party (with in respect to directly of Debentures held Debenturesdirectly), or the Stock Exchange Clearing House receives a notice Notice of the conversion Conversion of the Convertible Debentures from a member of the Stock Exchange member (with in respect to of Debentures held through the Registration Companynominee company), that fully complies which comply with all the terms stipulated conditions set forth in the Prospectus, as appropriatethe case may be, will be deemed as to be the date of conversion (“the Conversion Date”). 6.1.7. In 6.1.7 If the event that Converting Party has not complied with all the Converter does not fully comply with the terms conditions for the conversion of the Convertible DebenturesDebentures in full, the Notice of Conversion Notice will shall be deemed as void to be void, and the Certificates certificates in respect of the Convertible Debentures that were attached to such Notice of Conversion will be returned to the applicant. 6.1.8. 6.1.8 A Notice of Conversion Notice submitted to that has been lodged with the Company may not shall be cancelled or irrevocable and incapable of being altered. 6.1.9. 6.1.9 The Converter Converting Party will not be entitled to the allocation allotment of a part fraction of a single one Conversion Share, however any but all fractions of Conversion Shares that arise upon come into being at the time of conversion, if any, will be sold on the Stock Exchange by a trustee that would who will be appointed for this purpose by the Company for this purposeCompany, within thirty (30) days of the accrual of after such fractions have accumulated into whole shares in a reasonable quantity that is reasonable for sale on the Stock Exchange, taking into consideration account the costs involved, and the connected therewith. The net consideration from proceeds of the sale thereof will be proportionately divided between amongst the beneficiaries entitled persons respectively within fifteen (15) days from the date of the selling datesale. A check in an amount of less than NIS 50 will not be issued sent to any of the beneficiaries for an a single entitled person as aforesaid, and it will be possible to obtain such amount less than NIS 50; such amounts may be collected at the Company’s offices of the Company, on the regular normal working days and timesat normal working hours. An entitled person as aforesaid who does not come to the Company’s offices to receive this amount as aforesaid within twelve (12) months from the date of sale will lose his right to this amount. 6.1.10. 6.1.10 Conversion Shares will confer upon on their holders full participation all rights to participate fully in any dividend and other distribution distribution, the determinant effective date for entitlement thereto the right to receive same is the Conversion Date or a later datesubsequent thereto, and the Conversion Shares will be equal in rights rank pari passu in all respects to with the ordinary shares of a nominal NIS 1 par value of NIS 0.01 outstanding existing in the Company’s equity on capital at such datetime. 6.1.11. Any 6.1.11 The Convertible Debentures that are have been converted will be removed from taken out of circulation on their Conversion Date the date of the conversion thereof and will be fully cancelledabsolutely void, with retroactive effect retroactively to the Conversion DateDates, from the date of allotment of Conversion Shares in their respectrespect thereof, and will not confer any right to any interest subsequent to after the final last date of for an interest payment of interest thereon, with respect to the effective date for which the determinant date precedes fell before the Conversion dateDate, and will not nor shall they confer any right to linkage differences accrued that have accumulated on the balance of principal amount in accordance with the principal under the terms conditions of linkage as stated set forth in Section Paragraph 3 above (and which would have been payable together with the principal of the Debentures had the applicant not exercised his right to convert the Convertible Debentures into shares as aforesaid). 6.1.12. 6.1.12 Any part of the Convertible Debentures of any Series that series which is not converted until up to the End end of the Conversion Period of such Series with respect to that series, will no longer confer upon its Holder on the holder thereof any right to convert it same into Conversion Shares, and the related right of conversion right in respect thereof will be null and void subsequent to said after that date. 6.1.13. [deleted]