Common use of Sale and Transfer of Shares Clause in Contracts

Sale and Transfer of Shares. (a) Subject to the terms and conditions of this Agreement, each of the Initial Sellers (other than Xxxxxxxxx Xxxx-Xxxxxxx Mallet, and Xxx. Xxxx-Xxxxxxx Mallet, together referred to as the "Mallets") severally, but not jointly, agree to sell or contribute and transfer to Purchaser, and Purchaser agrees to purchase from the Initial Sellers, that number of shares of capital stock of the Company listed opposite such Initial Seller's name on Exhibit 1.1(a)(1), which shares (the "Initial Shares") in the aggregate, constitute 78.67% of the capital stock of the Company outstanding as of the date hereof and as of the Initial Closing Date (after giving effect to the redemption of certain bonds as provided herein). In addition, the Initial Sellers agree, to the extent possible, in accordance with the terms and conditions of the Former Shareholder Agreement, to cause the entities and natural persons whose names and addresses are set forth in Exhibit B to this Agreement (the "Drag-Along Sellers," together with the Initial Sellers, "Sellers") to transfer to Purchaser that number of shares of capital stock of the Company listed opposite such Drag-Along Seller's name on Exhibit 1.1(a)(2), which shares (the "Drag-Along Shares" and, together with the Initial Shares, the "Covered Shares") constitute 4.13% of the capital stock of the Company outstanding as of the date hereof and as of the Initial Closing Date (after giving effect to the redemption of certain bonds as provided herein), and to perform their obligations under this Agreement. Except as set forth in Section 1.1(b), the Covered Shares include all the ordinary shares, preferred shares, debt instruments convertible into ordinary or preferred shares of the Company, but excluding the outstanding Options and Warrants (collectively, the "Shares"), free and clear of all Encumbrances, as of the Initial Closing or the Subsequent Closing, as applicable. The Initial Sellers agree that they shall cause, to the extent possible, the Drag-Along Sellers to execute and deliver a joinder to this Agreement (the "Joinder to Amended and Restated Share Purchase and Contribution Agreement") substantially in the form of Exhibit C attached hereto within 30 days after the Initial Closing Date, and this Agreement shall thereupon constitute the binding obligation of the Drag-Along Sellers, enforceable against the Drag-Along Sellers in accordance with the terms hereof. (b) Subject to the terms and conditions of this Agreement, the Mallets agree to sell and transfer to Purchaser, and Purchaser agrees to purchase from the Mallets, a total of three hundred and eighty-four (384) shares of capital stock of the Company, allocated among the Mallets as it will appear in the Closing Schedule (the "Mallets Sold Shares") for the same consideration offered to the Initial Sellers under this Agreement. Furthermore, on the Initial Closing Date, the Mallets shall execute and deliver to Purchaser a shareholders' agreement entered into with Purchaser, which Purchaser obligates itself to execute, in the same form as set forth in Exhibit D to this Agreement (the "Mallet Shareholders Agreement"). The Mallet Shareholders Agreement shall provide, in particular, for the mandatory conversion of all of the ordinary shares of capital stock of the Company that are owned by the Mallets (less the Mallets Sold Shares), which are identified on Exhibit 1.1(b), into non-voting preferred shares (actions de préférence sans droit de vote) of the Company (the "Company Preferred Stock") as soon as possible after the Initial Closing Date, and the terms and conditions under which such non-voting preferred shares of the Company, shall be sold and transferred to Purchaser after the Initial Closing Date, for the same consideration as the consideration offered to the other Initial Sellers under this Agreement. (c) Each of the Initial Sellers whose names and addresses are set forth in Exhibit E to this Agreement (the "Initial Option and Warrant Holders") hereby agrees to execute and deliver a liquidity agreement entered into with Purchaser, as of the Initial Closing Date, in the same form as the draft liquidity agreement attached hereto as Exhibit 1.1 (c) (the "Liquidity Agreement"), which Purchaser accepts and which Purchaser obligates itself to execute. In addition, the Initial Sellers agree to cause, to the extent possible, each of the entities and natural persons whose names and addresses are set forth in Exhibit F to this Agreement (the "Other Option and Warrant Holders"; and together with the "Initial Option and Warrant Holders", the "Option and Warrant Holders") to execute and deliver a Liquidity Agreement entered into with Purchaser, within 30 business days after the Purchaser mails a Liquidity Agreement to them, and such Liquidity Agreements shall thereupon constitute the binding obligations of the Option and Warrant Holders, enforceable against the Option and Warrant Holders in accordance with the terms hereof. The Liquidity Agreements shall provide, in particular, for the right for each of the Option and Warrant Holders to request a loan from Purchaser in an amount equal to the aggregate exercise price of the Options and/or Warrants held by each of the Option and Warrant Holders that the Option and Warrant Holders wish to exercise and the obligation for each of the Option and Warrants Holders, immediately upon exercise of its Options and/or Warrants, to sell and transfer a number of ordinary shares of capital stock of the Company to Purchaser, for a purchase price in cash, whose amount shall be equal to the amount of the loan granted by Purchaser to such Option and Warrant Holder, such purchase price being paid through set-off (compensation) with the loan granted by Purchaser to such Option and Warrant Holder.

Sale and Transfer of Shares. (a) Subject to On the First Closing Date (as defined herein) and upon the terms and subject to the conditions of set forth in this Agreement, each Xxxxxx shall sell, assign, transfer, convey and deliver to the Company 1,500,000 Xxxxxx Shares (the “Primary Xxxxxx Shares”), subject to adjustment pursuant to Sections 1.2, 1.3 and 1.4 hereof, free and clear of the Initial Sellers any and all liens (including liens for taxes), charges, security interests, options, claims, mortgages, pledges, proxies, voting trusts or agreements, obligations, understandings or arrangements or other restrictions on title or transfer of any nature whatsoever, other than Xxxxxxxxx Xxxx-Xxxxxxx Malletpursuant to the Stockholders’ Agreement, dated as of July 1, 1994, by and Xxx. Xxxx-Xxxxxxx Malletbetween Xxxx Xxxxx and Xxxxxx, together referred to as amended (the "Mallets") severally“Stockholders’ Agreement”), but not jointlythe Settlement Agreement and the Stockholder Rights Plan, agree to sell or contribute dated as of July 13, 2004, by and transfer to Purchaser, and Purchaser agrees to purchase from the Initial Sellers, that number of shares of capital stock of between the Company listed opposite such Initial Seller's name on Exhibit 1.1(a)(1)and Equiserve Trust Company, which shares N.A., as amended (the "Initial Shares"“Stockholder Rights Plan”) in (collectively, “Encumbrances”). (b) On the aggregate, constitute 78.67% of the capital stock of the Company outstanding as of the date hereof and as of the Initial First Closing Date (after giving effect to the redemption of certain bonds as provided herein). In addition, the Initial Sellers agree, to the extent possible, in accordance with and upon the terms and subject to the conditions of the Former Shareholder Agreement, to cause the entities and natural persons whose names and addresses are set forth in Exhibit B this Agreement, the Representatives shall sell, assign, transfer, convey and deliver to this Agreement the Company 3,166,667 Estate Shares (the "Drag-Along Sellers“Primary Estate Shares," ” and together with the Initial Sellers, "Sellers") to transfer to Purchaser that number of shares of capital stock of the Company listed opposite such Drag-Along Seller's name on Exhibit 1.1(a)(2), which shares (the "Drag-Along Shares" and, together with the Initial Primary Xxxxxx Shares, the "Covered “Primary Shares") constitute 4.13% of the capital stock of the Company outstanding as of the date hereof and as of the Initial Closing Date (after giving effect to the redemption of certain bonds as provided herein”), subject to adjustment pursuant to Sections 1.2, 1.3 and to perform their obligations under this Agreement. Except as set forth in Section 1.1(b), the Covered Shares include all the ordinary shares, preferred shares, debt instruments convertible into ordinary or preferred shares of the Company, but excluding the outstanding Options and Warrants (collectively, the "Shares")1.4 hereof, free and clear of all Encumbrances, as of the Initial Closing or the Subsequent Closing, as applicable. The Initial Sellers agree that they shall cause, to the extent possible, the Drag-Along Sellers to execute and deliver a joinder to this Agreement (the "Joinder to Amended and Restated Share Purchase and Contribution Agreement") substantially in the form of Exhibit C attached hereto within 30 days after the Initial Closing Date, and this Agreement shall thereupon constitute the binding obligation of the Drag-Along Sellers, enforceable against the Drag-Along Sellers in accordance with the terms hereof. (b) Subject to the terms and conditions of this Agreement, the Mallets agree to sell and transfer to Purchaser, and Purchaser agrees to purchase from the Mallets, a total of three hundred and eighty-four (384) shares of capital stock of the Company, allocated among the Mallets as it will appear in the Closing Schedule (the "Mallets Sold Shares") for the same consideration offered to the Initial Sellers under this Agreement. Furthermore, on the Initial Closing Date, the Mallets shall execute and deliver to Purchaser a shareholders' agreement entered into with Purchaser, which Purchaser obligates itself to execute, in the same form as set forth in Exhibit D to this Agreement (the "Mallet Shareholders Agreement"). The Mallet Shareholders Agreement shall provide, in particular, for the mandatory conversion of all of the ordinary shares of capital stock of the Company that are owned by the Mallets (less the Mallets Sold Shares), which are identified on Exhibit 1.1(b), into non-voting preferred shares (actions de préférence sans droit de vote) of the Company (the "Company Preferred Stock") as soon as possible after the Initial Closing Date, and the terms and conditions under which such non-voting preferred shares of the Company, shall be sold and transferred to Purchaser after the Initial Closing Date, for the same consideration as the consideration offered to the other Initial Sellers under this Agreement. (c) Each of the Initial Sellers whose names and addresses are set forth in Exhibit E hereby consents to the sale of the other Seller’s Common Stock to the Company pursuant to this Agreement (whether pursuant to Section 1.1, 1.2, 1.3 or 1.4), and the "Initial Option respective consents include but are not limited to, the consent and Warrant Holders") hereby agrees to execute and deliver a liquidity agreement entered into with Purchaser, as waiver of the Initial Closing Dateright of first refusal with respect to such sale contained in Section 5.02 of the Stockholders’ Agreement. (d) The purchase price per share for each Primary Xxxxxx Share sold pursuant to Section 1.1(a) shall be the Net Offering Price (as defined herein). (e) Subject to adjustment pursuant to Sections 1.2, in 1.3 and 1.4 hereof, the same form as purchase price per share for the draft liquidity agreement attached hereto as Exhibit 1.1 (cfirst 1,500,000 Primary Estate Shares sold pursuant to Section 1.1(b) shall be the Net Offering Price and the purchase price per share for the remaining 1,666,667 Primary Estate Shares sold pursuant to Section 1.1(b) shall be 90% of the Net Offering Price (the "Liquidity Agreement"“Discount Price”), which Purchaser accepts and which Purchaser obligates itself to execute. In addition, the Initial Sellers agree to cause, to the extent possible, each of the entities and natural persons whose names and addresses are set forth in Exhibit F to this Agreement (the "Other Option and Warrant Holders"; and together with the "Initial Option and Warrant Holders", the "Option and Warrant Holders") to execute and deliver a Liquidity Agreement entered into with Purchaser, within 30 business days after the Purchaser mails a Liquidity Agreement to them, and such Liquidity Agreements shall thereupon constitute the binding obligations of the Option and Warrant Holders, enforceable against the Option and Warrant Holders in accordance with the terms hereof. The Liquidity Agreements shall provide, in particular, for the right for each of the Option and Warrant Holders to request a loan from Purchaser in an amount equal to the aggregate exercise price of the Options and/or Warrants held by each of the Option and Warrant Holders that the Option and Warrant Holders wish to exercise and the obligation for each of the Option and Warrants Holders, immediately upon exercise of its Options and/or Warrants, to sell and transfer a number of ordinary shares of capital stock of the Company to Purchaser, for a purchase price in cash, whose amount shall be equal to the amount of the loan granted by Purchaser to such Option and Warrant Holder, such purchase price being paid through set-off (compensation) with the loan granted by Purchaser to such Option and Warrant Holder.

Sale and Transfer of Shares. (a) Subject to the terms and conditions of this Agreement, each of at the Initial Sellers (other than Xxxxxxxxx Xxxx-Xxxxxxx Mallet, and Xxx. Xxxx-Xxxxxxx Mallet, together referred to as the "Mallets") severally, but not jointly, agree to sell or contribute and transfer to Purchaser, and Purchaser agrees to Closing Guarantee shall purchase from the Initial SellersSeller and the Seller shall sell to Guarantee, that number the Stock for an aggregate purchase price of shares of capital stock of the Company listed opposite such Initial Seller's name on Exhibit 1.1(a)(1), which shares One Hundred Million Dollars ($100,000,000) (the "Initial Shares") in the aggregate, constitute 78.67% of the capital stock of the Company outstanding as of the date hereof and as of the Initial Closing Date (after giving effect to the redemption of certain bonds as provided herein). In addition, the Initial Sellers agree, to the extent possible, in accordance with the terms and conditions of the Former Shareholder Agreement, to cause the entities and natural persons whose names and addresses are set forth in Exhibit B to this Agreement (the "Drag-Along Sellers," together with the Initial Sellers, "Sellers") to transfer to Purchaser that number of shares of capital stock of the Company listed opposite such Drag-Along Seller's name on Exhibit 1.1(a)(2), which shares (the "Drag-Along Shares" and, together with the Initial Shares, the "Covered Shares") constitute 4.13% of the capital stock of the Company outstanding as of the date hereof and as of the Initial Closing Date (after giving effect to the redemption of certain bonds as provided herein), and to perform their obligations under this Agreement. Except as set forth in Section 1.1(b), the Covered Shares include all the ordinary shares, preferred shares, debt instruments convertible into ordinary or preferred shares of the Company, but excluding the outstanding Options and Warrants (collectively, the "SharesPurchase Price"), free and clear of all Encumbrances, as of the Initial Closing or the Subsequent Closing, as applicable. The Initial Sellers agree that they shall cause, to the extent possible, the Drag-Along Sellers to execute and deliver a joinder be paid pursuant to this Agreement (the "Joinder Section 2.1, subject to Amended and Restated Share Purchase and Contribution Agreement") substantially adjustment as provided in the form of Exhibit C attached hereto within 30 days after the Initial Closing Date, and this Agreement shall thereupon constitute the binding obligation of the Drag-Along Sellers, enforceable against the Drag-Along Sellers in accordance with the terms Section 2.3 hereof. (b) Subject At the Closing, Ninety-seven Million Dollars ($97,000,000) of the Purchase Price shall be payable by Guarantee to the terms Seller as follows: (i) Eighty-seven Million Dollars ($87,000,000) shall be paid by Guarantee by wire transfer of immediately available funds to one or more bank account(s) of the Seller identified in writing by the Seller not less than two Business Days prior to the Closing and conditions (ii) delivery of one or more certificates registered in the name of the Seller representing the number of shares of Guarantee common stock reflecting a value of Ten Million Dollars ($10,000,000) (the "Guarantee Stock"), with such valuation to be based upon the mean average of the respective closing prices (as reported in The Wall Street Journal) of Guarantee Stock for each of the 10 consecutive trading days ending on and including the date which shall be the third Business Day immediately preceding the Closing Date (the "Average Closing Price"). Notwithstanding any other provision of this Agreement, the Mallets agree to sell and transfer to Purchaser, and Purchaser agrees to purchase from the Mallets, a total if such number of three hundred and eighty-four (384) shares of capital stock Guarantee Stock would be greater than 4.9% of the Companytotal issued and outstanding shares of Guarantee Stock, allocated among the Mallets as it will appear in the Closing Schedule (the "Mallets Sold Shares") for the same consideration offered including such shares to be issued to the Initial Sellers under this Agreement. FurthermoreSeller, on as of the Initial Closing Date, then the Mallets number of shares of Guarantee Stock to be issued to the Seller shall execute be reduced to a number that shall not exceed 4.9% of the total issued and deliver outstanding shares of Guarantee Stock, including such shares to Purchaser a shareholders' agreement entered into with Purchaserbe issued to the Seller, which Purchaser obligates itself as of the Closing Date and the cash portion of the Purchase Price payable to execute, in the same form as set forth in Exhibit D Seller on the Closing Date pursuant to this Agreement Section 2.1(b) shall be increased by the amount which the value of the Guarantee Stock, as determined pursuant to this Section 2.1(b), issued to the Seller is less than Ten Million Dollars (the "Mallet Shareholders Agreement"$10,000,000). The Mallet Shareholders Agreement closing prices of Guarantee Stock shall providebe subject to appropriate adjustment in the event of a stock split, in particular, for the mandatory conversion stock dividend or other recapitalization applicable to shares of all Guarantee Stock which becomes effective during such 10 consecutive trading days. The balance of the ordinary shares of capital stock of Purchase Price, constituting the Company that are owned by the Mallets Escrowed Purchase Price (less the Mallets Sold Sharesas defined below), which are identified on Exhibit 1.1(b), into non-voting preferred shares (actions de préférence sans droit de vote) of the Company (the "Company Preferred Stock") as soon as possible after the Initial Closing Date, and the terms and conditions under which such non-voting preferred shares of the Company, shall be sold and transferred payable pursuant to Purchaser after the Initial Closing Date, for the same consideration as the consideration offered to the other Initial Sellers under this AgreementSection 2.1(c) below. (c) Each Three Million Dollars ($3,000,000) of the Initial Sellers whose names Purchase Price shall be held by Guarantee in escrow for the benefit of the Seller until August 1, 1999 (the "Escrowed Purchase Price"). As soon as practicable after June 30, 1999, but no later than July 20, 1999, Guarantee shall deliver to the Seller a detailed schedule setting forth the Life Target Premium. On August 1, 1999, the Escrowed Purchase Price shall be distributed as follows. If the aggregate Life Target Premium is greater than Five Million Dollars ($5,000,000), the Escrowed Purchase Price shall be delivered by Guarantee to the Seller by wire transfer of immediately available funds, together with interest thereon at a rate of 10% per annum. If the aggregate Life Target Premium is less than Five Million Dollars ($5,000,000), the entire Escrowed Purchase Price shall be retained by Guarantee and addresses are the Seller shall have no claim with respect thereto. (d) If requested, Guarantee shall give the Seller prompt and reasonable access to the books and records of Guarantee and its Affiliates in order to permit the Seller to review and confirm Guarantee's calculation of the Life Target Premium. If the Seller disputes Guarantee's calculation of the Life Target Premium, the obligation of Guarantee to distribute the Escrowed Purchase Price hereunder shall be stayed pending resolution pursuant to this subsection. If and to the extent the Seller delivers its objection to Guarantee, both parties shall submit the dispute as promptly as reasonably possible thereafter to KPMG Peat Marwick LLP or such other nationally recognized accounting firm mutually agreed to by the Seller and Guarantee, which shall review Guarantee's calculation of the Life Target Premium, the Seller's objections thereto, and such other information as such accounting firm shall reasonably request from Guarantee in order to arrive at an accurate calculation thereof, and which shall deliver to both parties its determination of the proper amount of the Life Target Premium. The determination of such accounting firm, as set forth in Exhibit E a notice delivered to this Agreement both parties by such accounting firm shall be binding and conclusive on all parties, and the Seller and Guarantee shall share equally in the expenses of such accounting firm in respect thereof. In connection with the performance of its services, both the Seller and Guarantee shall enter into any agreement(s) with such accounting firm as it may reasonably request in order to permit it to render its decision. (e) In addition to the "Initial Option and Warrant Holders") hereby agrees to execute and deliver a liquidity agreement entered into with Purchaser, as delivery of the Initial Stock, at the Closing Datethe Seller shall deliver to Guarantee a Marketing Agreement in substantially the form of Exhibit A, a Shareholder Agreement in substantially the same form as of Exhibit B and an Administrative Services Agreement in substantially the draft liquidity agreement attached hereto as form of Exhibit 1.1 (c) (the "Liquidity Agreement"), which Purchaser accepts and which Purchaser obligates itself to execute. In addition, the Initial Sellers C. The parties agree to cause, allocate $97,000,000 of the Purchase Price to the extent possible, each purchase of the entities Stock and natural persons whose names and addresses are set forth in Exhibit F to this Agreement (the "Other Option and Warrant Holders"; and together with the "Initial Option and Warrant Holders", the "Option and Warrant Holders") to execute and deliver a Liquidity Agreement entered into with Purchaser, within 30 business days after the Purchaser mails a Liquidity Agreement to them, and such Liquidity Agreements shall thereupon constitute the binding obligations of the Option and Warrant Holders, enforceable against the Option and Warrant Holders in accordance with the terms hereof. The Liquidity Agreements shall provide, in particular, for the right for each of the Option and Warrant Holders to request a loan from Purchaser in an amount equal $3,000,000 to the aggregate exercise price of the Options and/or Warrants held by each of the Option and Warrant Holders that the Option and Warrant Holders wish to exercise and the obligation for each of the Option and Warrants Holders, immediately upon exercise of its Options and/or Warrants, to sell and transfer a number of ordinary shares of capital stock of the Company to Purchaser, for a purchase price in cash, whose amount shall be equal to the amount of the loan granted by Purchaser to such Option and Warrant Holder, such purchase price being paid through set-off (compensation) with the loan granted by Purchaser to such Option and Warrant HolderMarketing Agreement.

Sale and Transfer of Shares. (a) 3.1 Subject to the terms and conditions of this Agreement, each of the Initial Sellers (other than Xxxxxxxxx Xxxx-Xxxxxxx Mallet: Kraft hereby agrees to sell to AMPAL, and Xxx. Xxxx-Xxxxxxx Mallet, together referred to as the "Mallets") severally, but not jointly, agree to sell or contribute and transfer to Purchaser, and Purchaser AMPAL hereby agrees to purchase from the Initial SellersKraft, that number of 504,000 shares of capital stock of the Company listed opposite such Initial Seller's name on Exhibit 1.1(a)(1)in Carmel, which shares constitute and will constitute at the Closing into Escrow (as below defined) and at the "Initial Shares"Release from Escrow (as below defined) in the aggregate, constitute 78.6720% of the capital stock issued and outstanding shares of Carmel on a fully diluted basis; and Kraft hereby agrees to sell to AIPM and AIPM hereby agrees to purchase from Kraft, 630,000 shares in Carmel, which constitute and will constitute at the Closing into Escrow and at the Release from Escrow 25% of the Company issued and outstanding shares of Carmel on a fully diluted basis (hereinafter, together with the shares so agreed to be sold to and purchased by AMPAL, the “Shares”). After the execution and delivery of this Agreement: 3.1.1 The parties shall publicly disclose that they have entered into this agreement and the form of disclosure shall be agreed by the parties; and 3.1.2 The purchase and sale of the Shares shall close into an escrow (hereinafter the “Escrow”) to be administered by Xxxxxxxxx Xxxxxx Xxxxx and by Xxxx Xxxx, jointly, (or other persons mutually acceptable to the parties) as agent (hereinafter jointly the “Escrow Agent”) (such closing herein the “Closing into Escrow”). The Closing into Escrow shall occur at a location in Israel as shall be agreed upon by the parties hereto and at such time as the following conditions have been met simultaneously with the Closing into Escrow of the agreement between Koor and Kraft: (a) the unconditional approval if the Steering Committee of the banks for Koor to the transfer of the Shares by Koor has been obtained; (b) the Shares are free of pre-emptive rights and free and clear of all liens, pledges, charges, claims and restrictions of third party rights, including banks and other creditors of Koor, of every kind whatsoever (provided, however, that the removal of all pledges and liens may be conditional so that it will become effective only as of the date hereof and Release from Escrow); (c) the unconditional consent of Restrictive Practices Commissioner to the transactions contemplated by this Agreement had been obtained. If, for any reason whatsoever, the conditions for Closing into Escrow shall not have been met within the period agreed upon by Kraft, but no later than 30 days as of the Initial signing hereof, then this Agreement shall be null and void and no party shall have rights of obligations with respect thereto. At the Closing Date into Escrow, Kraft shall convey and transfer to the Escrow Agent, for the benefit of AMPAL and AIPM and subject to the rights of Kraft hereunder, the Shares (after giving by delivery to the Escrow Agent of Share Transfer Deeds duly completed in every respect to enable transfer of the Shares to be effected, as applicable, to AMPAL and AIPM). The shares will be held, administered and released by the Escrow Agent only in accordance with the Principles of Escrow Arrangement set forth on Exhibit B to this Agreement. If and when the Escrow Agent shall later, pursuant to such Principles of Escrow Arrangement, released the Shares to AMPAL and AIPM, respectively, and release the Purchase Price referred to in Section 4.1 of this Agreement as the “Release from Escrow”). 3.2 Kraft undertakes that upon the Release from Escrow, the Shares shall be free of any liens, pledges, charges or any third party rights of any nature whatsoever, so that AMPAL and AIPM shall be able to acquire free and clear title in the Shares and to exercise all of the rights in respect thereto. 3.3 Kraft shall further, as applicable, upon the Closing into Escrow complete and deliver to AMPAL and AIPM, respectively, any other documents which will be required as to give full effect to the redemption transfer of certain bonds as provided herein). In addition, ownership in the Initial Sellers agree, to the extent possible, Shares in accordance with the terms and conditions of the Former Shareholder Agreement, including, if required, the approval by the Board of Directors of Carmel to cause such transfer. 3.4 Kraft undertakes that, not later than the entities Release from Escrow, the agreement between him and natural persons whose names Koor of October 13, 1998, as subsequently amended, and addresses are set forth any and all other agreements between him and Koor relating to Carmel shall be terminated and undertakes to provide AMPAL and AIPM, at such time, with documentary confirmation by Koor of such termination, provided however that Kraft may retain rights or claims against Koor, which may have accrued to him under such agreements. 3.5 Kraft hereby irrevocably assigns to AIPM and to AMPAL in Exhibit B to the relative proportions of AIPM’s and AMPAL’s proposed holding in Camel as of the Release from Escrow of this Agreement (the "Drag-Along Sellers," together with the Initial Sellersi.e., "Sellers"55.% to AIPM and 44.5% to AMPAL) to transfer to Purchaser that number all of shares his rights, of capital stock any nature whatsoever, arising out of the Company listed opposite such Drag-Along Seller's name on Exhibit 1.1(a)(2)warranties given to him Koor, which shares (the "Drag-Along Shares" andwill contain, together with the Initial Sharesat least, the "Covered Shares") constitute 4.13% following warranties; 3.5.1 The report of Carmel on Form 20F for the period ended December 31, 1991 to be supplied before the Release from Escrow contains a fair and accurate description of Carmel and that to the best of Koor’s knowledge there were no material adverse changes in Carmel, and that the business of Carmel was not conducted other than in the ordinary course of business, as of the capital stock above date and until the Release from Escrow. Provided that nothing contained in this Section shall constitute a representation or warranty relating to any transaction of proposed transaction concerning the Company outstanding sale of disposition of Ofek Paper Products Ltd. 3.5.2 Carmel’s consolidated financial statements for its fiscal year ended on December 31, 1991, were prepared in accordance with generally accepted accounting principles, fairly and accurately represent the financial condition of Carmel and as of the date hereof of said financial statements and until the Release from Escrow, to the best of Koor’s knowledge, there have been no material adverse changes in the financial condition of Carmel and Carmel has not disposed of any assets or rights or has been involved in any transaction other than in the ordinary course of business. Provided that nothing contained in this Section shall constitute a representation or warranty relating to any transaction or proposed transaction concerning the sale or disposition of Ofek Paper Products Ltd. 3.5.3 Koor shall not be liable for any breach of the warranties in Sections 3.5.1 and 3.5.2 unless Koor is given notice of such breaches within 6 months from the Release of Escrow, and Koor shall be liable for breaches of the preceding warranties only if their effect on Carmel exceeds $ 500,000. Koor’s liability for such breaches shall be limited in its proportional share in Carmel vis-à-vis Kraft as of the Initial date of the Closing Date (after giving effect of into Escrow. Kraft further undertakes to sign all such powers-of attorney or any other documents, which may be required by AIPM or AMPAL to enforce the terms of these warranties against Koor. AIPM and AMPAL will cover all costs including legal costs of AIPM, AMPAL, and Kraft with regard to the redemption actions to enforce Koor’s above warranties. 3.6 AIPM and AMPAL, each as itself, represents that it is aware that the |Shares to be sold to it are being purchased by Kraft from Koor and that any breach of certain bonds as provided herein), this Agreement by it may cause damages to Kraft in respect of such purchase agreement between Koor and Kraft. 3.7 In the event that Kraft will have to perform their obligations under this Agreement. Except comply with Koor’s undertaking towards Carmel’s employees to purchase from them approximately 6,000 shares of Carmel at the agreed upon market price as set forth in Section 1.1(b)the third WHEREAS clause of Exhibit C, then the Covered Shares include all the ordinary shares, preferred shares, debt instruments convertible into ordinary or preferred shares of the Company, but excluding the outstanding Options and Warrants (collectively, the "Shares"), free and clear of all Encumbrances, as of the Initial Closing or the Subsequent Closing, as applicable. The Initial Sellers agree that they shall cause, to the extent possible, the Drag-Along Sellers to execute and deliver a joinder parties to this Agreement (will share such financial obligation, at the "Joinder following proportion : 51.3% for AIPM, 41.1% for AMPAL, 7.6% for Kraft and be entitled but not required to Amended and Restated Share Purchase and Contribution Agreement") substantially in the form of Exhibit C attached hereto within 30 days after the Initial Closing Date, and this Agreement shall thereupon constitute the binding obligation of the Drag-Along Sellers, enforceable against the Drag-Along Sellers in accordance with the terms hereof. (b) Subject to the terms and conditions of this Agreement, the Mallets agree to sell and transfer to Purchaser, and Purchaser agrees to purchase from the Mallets, a total of three hundred and eighty-four (384) receive such shares of capital stock of the Company, allocated among the Mallets as it will appear in the Closing Schedule (the "Mallets Sold Shares") for at the same consideration offered to the Initial Sellers under this Agreement. Furthermore, on the Initial Closing Date, the Mallets shall execute and deliver to Purchaser a shareholders' agreement entered into with Purchaser, which Purchaser obligates itself to execute, in the same form as set forth in Exhibit D to this Agreement (the "Mallet Shareholders Agreement"). The Mallet Shareholders Agreement shall provide, in particular, for the mandatory conversion of all of the ordinary shares of capital stock of the Company that are owned by the Mallets (less the Mallets Sold Shares), which are identified on Exhibit 1.1(b), into non-voting preferred shares (actions de préférence sans droit de vote) of the Company (the "Company Preferred Stock") as soon as possible after the Initial Closing Date, and the terms and conditions under which such non-voting preferred shares of the Company, shall be sold and transferred to Purchaser after the Initial Closing Date, for the same consideration as the consideration offered to the other Initial Sellers under this Agreementproportions. (c) Each of the Initial Sellers whose names and addresses are set forth in Exhibit E to this Agreement (the "Initial Option and Warrant Holders") hereby agrees to execute and deliver a liquidity agreement entered into with Purchaser, as of the Initial Closing Date, in the same form as the draft liquidity agreement attached hereto as Exhibit 1.1 (c) (the "Liquidity Agreement"), which Purchaser accepts and which Purchaser obligates itself to execute. In addition, the Initial Sellers agree to cause, to the extent possible, each of the entities and natural persons whose names and addresses are set forth in Exhibit F to this Agreement (the "Other Option and Warrant Holders"; and together with the "Initial Option and Warrant Holders", the "Option and Warrant Holders") to execute and deliver a Liquidity Agreement entered into with Purchaser, within 30 business days after the Purchaser mails a Liquidity Agreement to them, and such Liquidity Agreements shall thereupon constitute the binding obligations of the Option and Warrant Holders, enforceable against the Option and Warrant Holders in accordance with the terms hereof. The Liquidity Agreements shall provide, in particular, for the right for each of the Option and Warrant Holders to request a loan from Purchaser in an amount equal to the aggregate exercise price of the Options and/or Warrants held by each of the Option and Warrant Holders that the Option and Warrant Holders wish to exercise and the obligation for each of the Option and Warrants Holders, immediately upon exercise of its Options and/or Warrants, to sell and transfer a number of ordinary shares of capital stock of the Company to Purchaser, for a purchase price in cash, whose amount shall be equal to the amount of the loan granted by Purchaser to such Option and Warrant Holder, such purchase price being paid through set-off (compensation) with the loan granted by Purchaser to such Option and Warrant Holder.