Common use of DESCRIPTION OF DEBT SECURITIES Clause in Contracts

DESCRIPTION OF DEBT SECURITIES. The debt securities will be our direct general obligations. The debt securities will be either senior debt securities or subordinated debt securities and may be secured or unsecured and may be convertible into other securities, including our ordinary shares. The debt securities will be issued under one or more separate indentures between our company and a financial institution that will act as trustee. Senior debt securities will be issued under a senior indenture. Subordinated debt securities will be issued under a subordinated indenture. Each of the senior indenture and the subordinated indenture is referred to individually as an indenture and collectively as the indentures. Each of the senior debt trustee and the subordinated debt trustee is referred to individually as a trustee and collectively as the trustees. The material terms of any indenture will be set forth in the applicable prospectus supplement. We have summarized certain terms and provisions of the indentures. The summary is not complete. The indentures are subject to and governed by the Trust Indenture Act of 1939, as amended. The senior indenture and subordinated indenture are substantially identical, except for the provisions relating to subordination. Neither indenture will limit the amount of debt securities that we may issue. We may issue debt securities up to an aggregate principal amount as we may authorize from time to time. The applicable prospectus supplement will describe the terms of any debt securities being offered. These terms will include some or all of the following: • classification as senior or subordinated debt securities; • ranking of the specific series of debt securities relative to other outstanding indebtedness, including subsidiaries’ debt; • if the debt securities are subordinated, the aggregate amount of outstanding indebtedness, as of a recent date, that is senior to the subordinated securities, and any limitation on the issuance of additional senior indebtedness; • the designation, aggregate principal amount and authorized denominations; • the date or dates on which the principal of the debt securities may be payable; • the rate or rates (which may be fixed or variable) per annum at which the debt securities shall bear interest, if any; • the date or dates from which such interest shall accrue, on which such interest shall be payable, and on which a record shall be taken for the determination of holders of the debt securities to whom interest is payable; • the place or places where the principal and interest shall be payable; • our right, if any, to redeem the debt securities, in whole or in part, at our option and the period or periods within which, the price or prices at which and any terms and conditions upon which such debt securities may be so redeemed, pursuant to any sinking fund or otherwise; • our obligation, if any, of the Company to redeem, purchase or repay any debt securities pursuant to any mandatory redemption, sinking fund or other provisions or at the option of a holder of the debt securities; • if other than denominations of $2,000 and any higher integral multiple of $1,000, the denominations in which the debt securities will be issuable; • if other than the currency of the United States, the currency or currencies, in which payment of the principal and interest shall be payable; • whether the debt securities will be issued in the form of global securities; • provisions, if any, for the defeasance of the debt securities; • if applicable, a discussion of any material U.S. federal income tax or Israeli tax consequences; and • other specific terms, rights or limitations of, or restrictions on the debt securities, including any deletions from, modifications of or additions to the events of default or covenants described below or in the applicable indenture.

DESCRIPTION OF DEBT SECURITIES. The following description, together with the additional information we include in any applicable prospectus supplement, summarizes the material terms and provisions of any debt securities that we may offer under this prospectus. While the terms we have summarized below will be our direct general obligations. The apply generally to any future debt securities we offer, we will be either senior debt securities or subordinated debt securities and may be secured or unsecured and may be convertible into other securities, including our ordinary shares. The debt securities will be issued under one or more separate indentures between our company and a financial institution that will act as trustee. Senior debt securities will be issued under a senior indenture. Subordinated debt securities will be issued under a subordinated indenture. Each of describe the senior indenture and the subordinated indenture is referred to individually as an indenture and collectively as the indentures. Each of the senior debt trustee and the subordinated debt trustee is referred to individually as a trustee and collectively as the trustees. The material particular terms of any indenture will be set forth debt securities that we may offer in more detail in the applicable prospectus supplement. We have summarized certain The terms of any debt securities we may offer under a prospectus supplement may differ from the terms described below. For any debt securities that we offer, an indenture (and any relevant supplemental indenture), if required, will contain additional important terms and provisions provisions, the form of which we filed as an exhibit to the indenturesRegistration Statement of which this prospectus is a part and is incorporated therein by reference. The summary is not completeWe will file any definitive indenture as an exhibit to reports that we file with the SEC and incorporate by reference in this prospectus and the applicable prospectus supplement. The indentures are subject to and governed by Any indenture would be qualified under the Trust Indenture Act of 1939, as amended. The senior indenture and subordinated indenture are substantially identicalWith respect to any debt securities that we issue, except for we will describe in each prospectus supplement the provisions following terms relating to subordination. Neither a series of debt securities: • the title; • the principal amount being offered, and if a series, the total amount authorized and the total amount outstanding; • any limit on the amount that may be issued; • whether or not we will issue the series of debt securities in global form, and if so, the terms and who the depository will be; • the maturity date; • the principal amount due at maturity; • whether and under what circumstances, if any, we will pay additional amounts on any debt securities held by a person who is not a United States person for tax purposes, and whether we can redeem the debt securities if we have to pay such additional amounts; • the annual interest rate, which may be fixed or variable, or the method for determining the rate and the date interest will begin to accrue, the dates interest will be payable and the regular record dates for interest payment dates or the method for determining such dates; • whether or not the debt securities will be convertible into shares of our common stock or our preferred stock and, if so, the terms of such conversion; • whether or not the debt securities will be secured or unsecured by some or all of our assets, and the terms of any secured debt; • the terms of the subordination of any series of subordinated debt; • the place where payments will be payable; • restrictions on transfer, sale or other assignment, if any; • our right, if any, to defer payment or interest and the maximum length of any such deferral period; • the date, if any, after which and the conditions upon which, and the price at which, we may, at our option, redeem the series of debt securities pursuant to any optional or provisional redemption provisions and the terms of those redemption provisions; • the date, if any, on which, and the price at which we are obligated, pursuant to any mandatory sinking fund or analogous fund provisions or otherwise, to redeem, or at the holder’s option to purchase, the series of debt securities and the currency or currency unit in which the debt securities are payable; • whether the indenture will restrict our ability to pay dividends, or will require us to maintain any asset ratios or reserves; • whether we will be restricted from incurring any additional indebtedness, issuing additional securities, or entering into a merger, consolidation or sale of our business; • a discussion of any material or special U.S. federal income tax considerations applicable to the debt securities; • information describing any book-entry features; • any provisions for payment of additional amounts for taxes; • whether the debt securities are to be offered at a price such that they will be deemed to be offered at an “original issue discount” as defined in paragraph (a) of Section 1273 of the Internal Revenue Code of 1986, as amended; • the denominations in which we will issue the series of debt securities, if other than denominations of $1,000 and any integral multiple thereof; • events of default; • whether we and/or the indenture trustee may change an indenture without the consent of any holders; • the form of debt security and how it may be exchanged and transferred; • description of the indenture trustee and paying agent, and the method of payments; and • any other specified terms, preferences, rights or limitations of, or restrictions on, the debt securities and any terms that may be required by us or advisable under applicable laws or regulations. We summarize below the material terms of the form of indenture, if required, or indicate which material terms will be described in the applicable prospectus supplement. The indenture: • does not limit the amount of debt securities that we may issue. We may ; • allows us to issue debt securities up in one or more series; • does not require us to an aggregate principal amount as we may authorize from time to time. The applicable prospectus supplement will describe the terms of any debt securities being offered. These terms will include some or issue all of the following: • classification as senior or subordinated debt securitiessecurities of a series at the same time; • ranking allows us to reopen a series to issue additional debt securities without the consent of the specific series holders of debt securities relative to other outstanding indebtedness, including subsidiaries’ debt; • if the debt securities are subordinated, the aggregate amount of outstanding indebtedness, as of a recent date, such series; and • provides that is senior to the subordinated securities, and any limitation on the issuance of additional senior indebtedness; • the designation, aggregate principal amount and authorized denominations; • the date or dates on which the principal of the debt securities may be payable; • the rate secured or rates (which unsecured, as may be fixed or variable) per annum at which the debt securities shall bear interest, if any; • the date or dates from which such interest shall accrue, on which such interest shall be payable, and on which a record shall be taken for the determination of holders of the debt securities to whom interest is payable; • the place or places where the principal and interest shall be payable; • our right, if any, to redeem the debt securities, in whole or in part, at our option and the period or periods within which, the price or prices at which and any terms and conditions upon which such debt securities may be so redeemed, pursuant to any sinking fund or otherwise; • our obligation, if any, of the Company to redeem, purchase or repay any debt securities pursuant to any mandatory redemption, sinking fund or other provisions or at the option of a holder of the debt securities; • if other than denominations of $2,000 and any higher integral multiple of $1,000, the denominations in which the debt securities will be issuable; • if other than the currency of the United States, the currency or currencies, in which payment of the principal and interest shall be payable; • whether the debt securities will be issued in the form of global securities; • provisions, if any, for the defeasance of the debt securities; • if applicable, a discussion of any material U.S. federal income tax or Israeli tax consequences; and • other specific terms, rights or limitations of, or restrictions on the debt securities, including any deletions from, modifications of or additions to the events of default or covenants described below or set forth in the applicable indentureprospectus supplement.

DESCRIPTION OF DEBT SECURITIES. The debt securities will be our direct general obligations. The debt securities will be either senior debt securities or subordinated debt securities and may be secured or unsecured and may be convertible into other securities, including our ordinary common shares. The debt securities will be issued under one or more separate indentures between our company and a financial institution that will act as trustee. Senior debt securities will be issued under a senior indenture. Subordinated debt securities will be issued under a subordinated indenture. Each of the senior indenture and the subordinated indenture is referred to individually as an indenture and collectively as the indentures. Each of the senior debt trustee and the subordinated debt trustee is referred to individually as a trustee and collectively as the trustees. The material terms of any indenture will be set forth in the applicable prospectus supplement. We have summarized certain terms and provisions of the indentures. The summary is not complete. The indentures are subject to and governed by the Trust Indenture Act of 1939, as amended. The senior indenture and subordinated indenture are substantially identical, except for the provisions relating to subordination. Neither indenture will limit the amount of debt securities that we may issue. We may issue debt securities up to an aggregate principal amount as we may authorize from time to time. The applicable prospectus supplement will describe the terms of any debt securities being offered. These terms will include some or all of the following: • classification as senior or subordinated debt securities; • ranking of the specific series of debt securities relative to other outstanding indebtedness, including subsidiaries’ debt; • if the debt securities are subordinated, the aggregate amount of outstanding indebtedness, as of a recent date, that is senior to the subordinated securities, and any limitation on the issuance of additional senior indebtedness; • the designation, aggregate principal amount and authorized denominations; • the date or dates on which the principal of the debt securities may be payable; • the rate or rates (which may be fixed or variable) per annum at which the debt securities shall bear interest, if any; • the date or dates from which such interest shall accrue, on which such interest shall be payable, and on which a record shall be taken for the determination of holders of the debt securities to whom interest is payable; • the place or places where the principal and interest shall be payable; • our right, if any, to redeem the debt securities, in whole or in part, at our option and the period or periods within which, the price or prices at which and any terms and conditions upon which such debt securities may be so redeemed, pursuant to any sinking fund or otherwise; • our obligation, if any, of the Company to redeem, purchase or repay any debt securities pursuant to any mandatory redemption, sinking fund or other provisions or at the option of a holder of the debt securities; • if other than denominations of $2,000 and any higher integral multiple of $1,000, the denominations in which the debt securities will be issuable; • if other than the currency of the United States, the currency or currencies, in which payment of the principal and interest shall be payable; • whether the debt securities will be issued in the form of global securities; • provisions, if any, for the defeasance of the debt securities; • if applicable, a discussion of any material U.S. federal income tax or Israeli tax consequences; and • other specific terms, rights or limitations of, or restrictions on the debt securities, including any deletions from, modifications of or additions to the events of default or covenants described below or in the applicable indenture.

DESCRIPTION OF DEBT SECURITIES. The following description, together with the additional information we may include in any applicable prospectus supplements and in any related free writing prospectuses, summarizes the material terms and provisions of the debt securities that we may offer under this prospectus. While the terms summarized below will be our direct general obligationsapply generally to any debt securities that we may offer, we will describe the particular terms of any debt securities in more detail in the applicable prospectus supplement. The terms of any debt securities offered under a prospectus supplement may differ from the terms described below. We may issue debt securities from time to time in one or more distinct series. The debt securities will be either senior debt securities or subordinated and will be issued under an indenture between us and a trustee. If we issue debt securities and may be secured or unsecured and pursuant to an indenture, in the applicable prospectus supplement we will specify the trustee under such indenture. We will include in a supplement to this prospectus the specific terms of debt securities being offered, including the terms, if any, on which debt securities may be convertible into or exchangeable for common stock, preferred stock or other debt securities. The statements and descriptions in this prospectus or in any prospectus supplement regarding provisions of debt securities and any indentures are summaries of these provisions and are subject to, and are qualified in their entirety by reference to, all of the provisions of the debt securities and the indentures (including any amendments or supplements we may enter into from time to time which are permitted under the debt securities or any indenture). Unless otherwise specified in a prospectus supplement, the debt securities will be direct unsecured obligations of the Company and will rank equally with any of our other senior and unsubordinated debt. The applicable prospectus supplement will set forth the terms of the debt securities or any series thereof, including, if applicable: • the title of the debt securities; • any limit upon the aggregate principal amount of the debt securities; • the date or dates on which the principal amount of the debt securities will mature; • if the debt securities bear interest, the rate or rates at which the debt securities bear interest and the date or dates from which interest will accrue; • if the debt securities bear interest, the dates on which interest will be payable and the regular record dates for interest payments; • the place or places where the payment of principal, any premium and interest will be made, where the debt securities may be surrendered for transfer or exchange and where notices or demands to or upon us may be served; • the price at which we originally issue the debt security, expressed as a percentage of the principal amount, and the original issue date; • any optional redemption provisions, which would allow us to redeem the debt securities in whole or in part; • any sinking fund or other provisions that would obligate us to redeem, repay or purchase the debt securities; • if the currency in which the debt securities will be issuable is U.S. dollars, the denominations in which any registered securities will be issuable, if other than denominations of $1,000 and any integral multiple thereof; • if other than the entire principal amount, the portion of the principal amount of debt securities which will be payable upon a declaration of acceleration of the maturity of the debt securities; • the events of default and covenants relevant to the debt securities, including the inapplicability of any event of default or covenant set forth in the indenture relating to the debt securities, or the applicability of any other events of default or covenants in addition to the events of default or covenants set forth in the indenture relating to the debt securities; • the name and location of the corporate trust office of the applicable trustee under the indenture for such series of notes; • if other than U.S. dollars, the currency in which the debt securities will be paid or denominated; • if the debt securities are to be payable, at our ordinary shares. The election or the election of a holder of the debt securities, in a currency other than that in which the debt securities are denominated or stated to be payable, the terms and conditions upon which that election may be made, and the time and manner of determining the exchange rate between the currency in which the debt securities are denominated or stated to be payable and the currency in which the debt securities are to be so payable; • the designation of the original currency determination agent, if any; • if the debt securities do not bear interest, the dates on which we will furnish to the applicable trustee the names and addresses of the holders of the debt securities; • if the debt security is also an original issue discount debt security, the yield to maturity; • if other than as set forth in an indenture, provisions for the satisfaction and discharge or defeasance or covenant defeasance of that indenture with respect to the debt securities issued under that indenture; • the date as of which any global security will be dated if other than the date of original issuance of the first debt security of a particular series to be issued; • whether and under what circumstances we will pay additional amounts to non-U.S. holders in respect of any tax assessment or government charge; • whether the debt securities will be issued in whole or in part in the form of a global security or securities and, in that case, any depositary and global exchange agent for the global security or securities, whether the global form shall be permanent or temporary and, if applicable, the exchange date; • if debt securities are to be issuable initially in the form of a temporary global security, the circumstances under one or more separate indentures between our company which the temporary global security can be exchanged for definitive debt securities and a financial institution that will act as trustee. Senior whether the definitive debt securities will be issued under a senior indenture. Subordinated debt registered securities or will be issued under in global form and provisions relating to the payment of interest in respect of any portion of a subordinated indenture. Each global security payable in respect of an interest payment date prior to the exchange date; • the assets, if any, that will be pledged as security for the payment of the senior indenture and debt security; • the subordinated indenture is referred to individually as an indenture and collectively as the indentures. Each forms of the senior debt trustee securities; and the subordinated debt trustee is referred to individually as a trustee and collectively as the trustees. The material • any other terms of any indenture will the debt securities, which terms shall not be set forth in inconsistent with the applicable prospectus supplement. We have summarized certain terms and provisions requirements of the indentures. The summary is not complete. The indentures are subject to and governed by the Trust Indenture Act of 1939, as amended. The senior indenture and subordinated indenture are substantially identicalIn addition, except for the provisions relating to subordination. Neither indenture will limit the amount of any debt securities that we offered hereby may issue. We may issue be convertible into or exchangeable for common stock, preferred stock or other debt securities up to an aggregate principal amount as we may authorize from time to timesecurities. The applicable prospectus supplement will describe set forth the terms and conditions of any debt securities being offered. These terms will include some such conversion or all exchange, including, if applicable: • the conversion or exchange price; • the conversion or exchange period; • provisions regarding our ability or that of the following: • classification as senior holder to convert or subordinated exchange the debt securities; • ranking events requiring adjustment to the conversion or exchange price; and • provisions affecting conversion or exchange in the event of our redemption of such debt securities. This prospectus is part of a registration statement that provides that we may issue debt securities from time to time in one or more series under one or more indentures, in each case with the same or various maturities, at par or at a discount. Unless indicated in a prospectus supplement, we may issue additional debt securities of a particular series without the consent of the specific series of debt securities relative to other outstanding indebtedness, including subsidiaries’ debt; • if the debt securities are subordinated, the aggregate amount of outstanding indebtedness, as of a recent date, that is senior to the subordinated securities, and any limitation on the issuance of additional senior indebtedness; • the designation, aggregate principal amount and authorized denominations; • the date or dates on which the principal of the debt securities may be payable; • the rate or rates (which may be fixed or variable) per annum at which the debt securities shall bear interest, if any; • the date or dates from which such interest shall accrue, on which such interest shall be payable, and on which a record shall be taken for the determination of holders of the debt securities to whom interest is payable; • of such series outstanding at the place or places where time of the principal and interest shall be payable; • our right, if any, to redeem the issuance. Any such additional debt securities, in whole or in part, at our option and the period or periods within which, the price or prices at which and any terms and conditions upon which such together with all other outstanding debt securities may be so redeemedof that series, pursuant to any sinking fund or otherwise; • our obligation, if any, will constitute a single series of the Company to redeem, purchase or repay any debt securities pursuant under the applicable indenture. We intend to disclose any mandatory redemption, sinking fund restrictive covenants for any issuance or other provisions or at the option series of a holder of the debt securities; • if other than denominations of $2,000 and any higher integral multiple of $1,000, the denominations in which the debt securities will be issuable; • if other than the currency of the United States, the currency or currencies, in which payment of the principal and interest shall be payable; • whether the debt securities will be issued in the form of global securities; • provisions, if any, for the defeasance of the debt securities; • if applicable, a discussion of any material U.S. federal income tax or Israeli tax consequences; and • other specific terms, rights or limitations of, or restrictions on the debt securities, including any deletions from, modifications of or additions to the events of default or covenants described below or in the applicable indentureprospectus supplement.

DESCRIPTION OF DEBT SECURITIES. The following description, together with the additional information we include in any applicable prospectus supplement, summarizes the material terms and provisions of any debt securities that we may offer under this prospectus. While the terms we have summarized below will be our direct general obligations. The apply generally to any future debt securities we offer, we will be either senior debt securities or subordinated debt securities and may be secured or unsecured and may be convertible into other securities, including our ordinary shares. The debt securities will be issued under one or more separate indentures between our company and a financial institution that will act as trustee. Senior debt securities will be issued under a senior indenture. Subordinated debt securities will be issued under a subordinated indenture. Each of describe the senior indenture and the subordinated indenture is referred to individually as an indenture and collectively as the indentures. Each of the senior debt trustee and the subordinated debt trustee is referred to individually as a trustee and collectively as the trustees. The material particular terms of any indenture will be set forth debt securities that we may offer in more detail in the applicable prospectus supplement. We have summarized certain The terms of any debt securities we may offer under a prospectus supplement may differ from the terms described below. For any debt securities that we offer, an indenture (and any relevant supplemental indenture), if required, will contain additional important terms and provisions provisions, the form of which we filed as an exhibit to the indenturesRegistration Statement of which this prospectus is a part and is incorporated herein by reference. The summary is not completeWe will file any definitive indenture as an exhibit to reports that we file with the SEC and incorporate by reference in this prospectus and the applicable prospectus supplement. The indentures are subject to and governed by Any indenture would be qualified under the Trust Indenture Act of 1939, as amended. The senior indenture and subordinated indenture are substantially identicalWith respect to any debt securities that we issue, except for we will describe in each prospectus supplement the provisions following terms relating to subordination. Neither a series of debt securities: • the title; • the principal amount being offered, and if a series, the total amount authorized and the total amount outstanding; • any limit on the amount that may be issued; • whether or not we will issue the series of debt securities in global form, and if so, the terms and who the depository will be; • the maturity date; • the principal amount due at maturity; • whether and under what circumstances, if any, we will pay additional amounts on any debt securities held by a person who is not a United States person for tax purposes, and whether we can redeem the debt securities if we have to pay such additional amounts; • the annual interest rate, which may be fixed or variable, or the method for determining the rate and the date interest will begin to accrue, the dates interest will be payable and the regular record dates for interest payment dates or the method for determining such dates; • whether or not the debt securities will be convertible into shares of our common stock or our preferred stock and, if so, the terms of such conversion; • whether or not the debt securities will be secured or unsecured by some or all of our assets, and the terms of any secured debt; • the terms of the subordination of any series of subordinated debt; • the place where payments will be payable; • restrictions on transfer, sale or other assignment, if any; • our right, if any, to defer payment or interest and the maximum length of any such deferral period; • the date, if any, after which and the conditions upon which, and the price at which, we may, at our option, redeem the series of debt securities pursuant to any optional or provisional redemption provisions and the terms of those redemption provisions; • the date, if any, on which, and the price at which we are obligated, pursuant to any mandatory sinking fund or analogous fund provisions or otherwise, to redeem, or at the holder’s option to purchase, the series of debt securities and the currency or currency unit in which the debt securities are payable; • whether the indenture will restrict our ability to pay dividends, or will require us to maintain any asset ratios or reserves; • whether we will be restricted from incurring any additional indebtedness, issuing additional securities, or entering into a merger, consolidation or sale of our business; • a discussion of any material or special U.S. federal income tax considerations applicable to the debt securities; • information describing any book-entry features; • any provisions for payment of additional amounts for taxes; • whether the debt securities are to be offered at a price such that they will be deemed to be offered at an “original issue discount” as defined in paragraph (a) of Section 1273 of the Internal Revenue Code of 1986, as amended; • the denominations in which we will issue the series of debt securities, if other than denominations of $1,000 and any integral multiple thereof; • events of default; • whether we and/or the indenture trustee may change an indenture without the consent of any holders; • the form of debt security and how it may be exchanged and transferred; • description of the indenture trustee and paying agent, and the method of payments; and • any other specified terms, preferences, rights or limitations of, or restrictions on, the debt securities and any terms that may be required by us or advisable under applicable laws or regulations. We summarize below the material terms of the form of indenture, if required, or indicate which material terms will be described in the applicable prospectus supplement. The indenture: • does not limit the amount of debt securities that we may issue. We may ; • allows us to issue debt securities up in one or more series; • does not require us to an aggregate principal amount as we may authorize from time to time. The applicable prospectus supplement will describe the terms of any debt securities being offered. These terms will include some or issue all of the following: • classification as senior or subordinated debt securitiessecurities of a series at the same time; • ranking allows us to reopen a series to issue additional debt securities without the consent of the specific series holders of debt securities relative to other outstanding indebtedness, including subsidiaries’ debt; • if the debt securities are subordinated, the aggregate amount of outstanding indebtedness, as of a recent date, such series; and • provides that is senior to the subordinated securities, and any limitation on the issuance of additional senior indebtedness; • the designation, aggregate principal amount and authorized denominations; • the date or dates on which the principal of the debt securities may be payable; • the rate secured or rates (which unsecured, as may be fixed or variable) per annum at which the debt securities shall bear interest, if any; • the date or dates from which such interest shall accrue, on which such interest shall be payable, and on which a record shall be taken for the determination of holders of the debt securities to whom interest is payable; • the place or places where the principal and interest shall be payable; • our right, if any, to redeem the debt securities, in whole or in part, at our option and the period or periods within which, the price or prices at which and any terms and conditions upon which such debt securities may be so redeemed, pursuant to any sinking fund or otherwise; • our obligation, if any, of the Company to redeem, purchase or repay any debt securities pursuant to any mandatory redemption, sinking fund or other provisions or at the option of a holder of the debt securities; • if other than denominations of $2,000 and any higher integral multiple of $1,000, the denominations in which the debt securities will be issuable; • if other than the currency of the United States, the currency or currencies, in which payment of the principal and interest shall be payable; • whether the debt securities will be issued in the form of global securities; • provisions, if any, for the defeasance of the debt securities; • if applicable, a discussion of any material U.S. federal income tax or Israeli tax consequences; and • other specific terms, rights or limitations of, or restrictions on the debt securities, including any deletions from, modifications of or additions to the events of default or covenants described below or set forth in the applicable indentureprospectus supplement.

DESCRIPTION OF DEBT SECURITIES. The following description, together with the additional information we include in any applicable prospectus supplement, summarizes the material terms and provisions of any debt securities that we may offer under this prospectus. While the terms we have summarized below will be our direct general obligations. The apply generally to any future debt securities we may offer, we will be either senior debt securities or subordinated debt securities and may be secured or unsecured and may be convertible into other securities, including our ordinary shares. The debt securities will be issued under one or more separate indentures between our company and a financial institution that will act as trustee. Senior debt securities will be issued under a senior indenture. Subordinated debt securities will be issued under a subordinated indenture. Each of describe the senior indenture and the subordinated indenture is referred to individually as an indenture and collectively as the indentures. Each of the senior debt trustee and the subordinated debt trustee is referred to individually as a trustee and collectively as the trustees. The material particular terms of any indenture will be set forth debt securities that we may offer in more detail in the applicable prospectus supplement. We have summarized certain The terms of any debt securities we may offer under a prospectus supplement may differ from the terms described below. For any debt securities that we may offer, an indenture (and any relevant supplemental indenture), if required, will contain additional important terms and provisions provisions, the form of which we filed as an exhibit to the indenturesregistration statement of which this prospectus is a part and is incorporated therein by reference. The summary is not completeWe will file any definitive indenture as an exhibit to reports that we file with the SEC and incorporate by reference in this prospectus and the applicable prospectus supplement. The indentures are subject to and governed by Any indenture would be qualified under the Trust Indenture Act of 1939, as amended. The senior indenture and subordinated indenture are substantially identicalWith respect to any debt securities that we issue, except for we will describe in each prospectus supplement the provisions following terms relating to subordination. Neither a series of debt securities: ● the title; ● the principal amount being offered, and if a series, the total amount authorized and the total amount outstanding; ● any limit on the amount that may be issued; ● whether or not we will issue the series of debt securities in global form, and if so, the terms and who the depository will be; ● the maturity date; ● the principal amount due at maturity; ● whether and under what circumstances, if any, we will pay additional amounts on any debt securities held by a person who is not a United States person for taxpurposes, and whether we can redeem the debt securities if we have to pay such additional amounts; ● the annual interest rate, which may be fixed or variable, or the method for determining the rate and the date interest will begin to accrue, the dates interest will be payable and the regular record dates for interest payment dates or the method for determining such dates; ● whether or not the debt securities will be convertible into shares of our common stock or our preferred stock and, if so, the terms of such conversion; ● whether or not the debt securities will be secured or unsecured by some or all of our assets, and the terms of any secured debt; ● the terms of the subordination of any series of subordinated debt; ● the place where payments will be payable; ● restrictions on transfer, sale or other assignment, if any; ● our right, if any, to defer payment or interest and the maximum length of any such deferral period; ● the date, if any, after which and the conditions upon which, and the price at which, we may, at our option, redeem the series of debt securities pursuant to any optional or provisional redemption provisions and the terms of those redemption provisions; ● the date, if any, on which, and the price at which we are obligated, pursuant to any mandatory sinking fund or analogous fund provisions or otherwise, to redeem, or at the holder’s option to purchase, the series of debt securities and the currency or currency unit in which the debt securities are payable; ● whether the indenture will restrict our ability to pay dividends, or will require us to maintain any asset ratios or reserves; ● whether we will be restricted from incurring any additional indebtedness, issuing additional securities, or entering into a merger, consolidation or sale of our business; ● a discussion of any material or special United States federal income taxconsiderations applicable to the debt securities; ● information describing any book-entry features; ● any provisions for payment of additional amounts for taxes; ● whether the debt securities are to be offered at a price such that they will be deemed to be offered at an “original issue discount” as defined in paragraph (a) of Section 1273 of the Internal Revenue Code of 1986, as amended; ● the denominations in which we will issue the series of debt securities, if other than denominations of $1,000 and any integral multiple thereof; ● events of default; ● whether we and/or the indenture trustee may change an indenture without the consent of any holders; ● the form of debt security and how it may be exchanged and transferred; ● description of the indenture trustee and paying agent, and the method of payments; and ● any other specified terms, preferences, rights or limitations of, or restrictions on, the debt securities and any terms that may be required by us or advisable under applicable laws or regulations. We summarize below the material terms of the form of indenture, if required, or indicate which material terms will be described in the applicable prospectus supplement. The indenture: ● does not limit the amount of debt securities that we may issue. We may ; ● allows us to issue debt securities up in one or more series; ● does not require us to an aggregate principal amount as we may authorize from time to time. The applicable prospectus supplement will describe the terms of any debt securities being offered. These terms will include some or issue all of the following: • classification as senior or subordinated debt securitiessecurities of a series at the same time; • ranking ● allows us to reopen a series to issue additional debt securities without the consent of the specific series holders of debt securities relative to other outstanding indebtedness, including subsidiaries’ debt; • if the debt securities are subordinated, the aggregate amount of outstanding indebtedness, as of a recent date, such series; and ● provides that is senior to the subordinated securities, and any limitation on the issuance of additional senior indebtedness; • the designation, aggregate principal amount and authorized denominations; • the date or dates on which the principal of the debt securities may be payable; • the rate secured or rates (which unsecured, as may be fixed or variable) per annum at which the debt securities shall bear interest, if any; • the date or dates from which such interest shall accrue, on which such interest shall be payable, and on which a record shall be taken for the determination of holders of the debt securities to whom interest is payable; • the place or places where the principal and interest shall be payable; • our right, if any, to redeem the debt securities, in whole or in part, at our option and the period or periods within which, the price or prices at which and any terms and conditions upon which such debt securities may be so redeemed, pursuant to any sinking fund or otherwise; • our obligation, if any, of the Company to redeem, purchase or repay any debt securities pursuant to any mandatory redemption, sinking fund or other provisions or at the option of a holder of the debt securities; • if other than denominations of $2,000 and any higher integral multiple of $1,000, the denominations in which the debt securities will be issuable; • if other than the currency of the United States, the currency or currencies, in which payment of the principal and interest shall be payable; • whether the debt securities will be issued in the form of global securities; • provisions, if any, for the defeasance of the debt securities; • if applicable, a discussion of any material U.S. federal income tax or Israeli tax consequences; and • other specific terms, rights or limitations of, or restrictions on the debt securities, including any deletions from, modifications of or additions to the events of default or covenants described below or set forth in the applicable indentureprospectus supplement.

DESCRIPTION OF DEBT SECURITIES. The debt securities will be our direct general obligations. The debt securities will be either senior debt securities or subordinated debt securities and may be secured or unsecured and may be convertible into other securities, including our ordinary common shares. The debt securities will be issued under one or more separate indentures between our company and a financial institution that will act as trustee. Senior debt securities will be issued under a senior indenture. Subordinated debt securities will be issued under a subordinated indenture. Each of the senior indenture and the subordinated indenture is referred to individually as an indenture and collectively as the indentures. Each of the senior debt trustee and the subordinated debt trustee is referred to individually as a trustee and collectively as the trustees. The material terms of any indenture will be set forth in the applicable prospectus supplement. We have summarized certain terms and provisions of the indentures. The summary is not complete. The indentures are subject to and governed by the Trust Indenture Act of 1939, as amended. The senior indenture and subordinated indenture are substantially identical, except for the provisions relating to subordination. Neither indenture will limit the amount of debt securities that we may issue. We may issue debt securities up to an aggregate principal amount as we may authorize from time to time. The applicable prospectus supplement will describe the terms of any debt securities being offered. These terms will include some or all of the following: • classification as senior or subordinated debt securities; securities; • ranking of the specific series of debt securities relative to other outstanding indebtedness, including subsidiaries’ debt; debt; • if the debt securities are subordinated, the aggregate amount of outstanding indebtedness, as of a recent date, that is senior to the subordinated securities, and any limitation on the issuance of additional senior indebtedness; indebtedness; • the designation, aggregate principal amount and authorized denominations; denominations; • the date or dates on which the principal of the debt securities may be payable; payable; • the rate or rates (which may be fixed or variable) per annum at which the debt securities shall bear interest, if any; any; • the date or dates from which such interest shall accrue, on which such interest shall be payable, and on which a record shall be taken for the determination of holders of the debt securities to whom interest is payable; payable; • the place or places where the principal and interest shall be payable; payable; • our right, if any, to redeem the debt securities, in whole or in part, at our option and the period or periods within which, the price or prices at which and any terms and conditions upon which such debt securities may be so redeemed, pursuant to any sinking fund or otherwise; otherwise; • our obligation, if any, of the Company to redeem, purchase or repay any debt securities pursuant to any mandatory redemption, sinking fund or other provisions or at the option of a holder of the debt securities; securities; • if other than denominations of $2,000 and any higher integral multiple of $1,000, the denominations in which the debt securities will be issuable; issuable; • if other than the currency of the United States, the currency or currencies, in which payment of the principal and interest shall be payable; payable; • whether the debt securities will be issued in the form of global securities; securities; • provisions, if any, for the defeasance of the debt securities; securities; • if applicable, a discussion of any material U.S. federal income tax or Israeli tax consequences; consequences; and • other specific terms, rights or limitations of, or restrictions on the debt securities, including any deletions from, modifications of or additions to the events of default or covenants described below or in the applicable indenture.