Agreement ---------Shareholder Agreement • May 11th, 2010 • Internet Gold Golden Lines LTD • Telephone communications (no radiotelephone)
Share Purchase AgreementShare Purchase Agreement • December 10th, 2019 • Internet Gold Golden Lines LTD • Telephone communications (no radiotelephone)
This Share Purchase Agreement (this “Agreement”) is entered into as of June 24, 2019, by and among Internet Gold – Golden Lines Ltd., a company organized under the laws of the State of Israel, having its registered office at 2 Dov Friedman St., Ramat Gan, Israel (the “Seller”); B Communications Ltd., a company organized and existing under the laws of the State of Israel, with registration number 51-283274-2, having its registered office at 2 Dov Friedman St., Ramat Gan, Israel (the “Company”); Searchlight II BZQ, L.P., a Cayman Islands exempt limited partnership (“Purchaser A”); and T.N.R. Investments Ltd., a company organized and existing under the laws of the State of Israel (“Purchaser B”, and together with Purchaser A, the “Purchasers”; each of them a “Purchaser”) (each of the Seller, the Company and the Purchasers are referred to herein as a “Party” and together as the “Parties”).
Loan Agreement Entered into in Petach Tikva as of the 18th day of February 2010 By and betweenLoan Agreement • June 30th, 2010 • Internet Gold Golden Lines LTD • Telephone communications (no radiotelephone)
WHEREAS, on October 25, 2009, 012 Smile. Communications Ltd., Company No. 512832742 ("Smile") entered into an agreement (and on February 8, 2010, an addendum to the Agreement was executed) for the purchase (by means of the Purchaser, as defined below) of 814,211,545 ordinary shares par value NIS 1 per share of Bezeq The Israel Telecommunications Corporation Ltd., Company No. 520031931 ("Bezeq"), which, as of February 17, 2010, represent approximately 30.6% of the issued capital of Bezeq (approximately 29.6%, on a fully diluted basis) which shall grant Smile indirect control of Bezeq, as the term "Control" is defined in the Communications Law (Bezeq and Broadcasts), 5742-1982 in effect from time to time (the "Bezeq Purchase Agreement," the "Purchased Shares" and "Control of Bezeq"); and
Immediate Report - Cooperation Agreement between Pelephone and CellcomCooperation Agreement • September 22nd, 2014 • Internet Gold Golden Lines LTD • Telephone communications (no radiotelephone)
On September 21, 2014, the subsidiary, Pelephone Communications Ltd. ("Pelephone") entered into a cooperation agreement with Cellcom Israel Ltd. ("Cellcom") for the maintenance of passive components at cellular sites, including the consolidation of passive components and reducing costs by means of a common supplier (contractor). The supplier to be selected through an offer acceptance process will execute separate agreements with Pelephone and Cellcom, as a general rule, for a period of at least five years. The agreement is subject to regulatory approval.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • June 30th, 2010 • Internet Gold Golden Lines LTD • Telephone communications (no radiotelephone)
NOW THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties, and covenants herein contained, and intending to be legally bound hereby, the Parties agree as follows:
SEARCHLIGHT II BZQ, L.P.Share Purchase Agreement • November 6th, 2019 • Internet Gold Golden Lines LTD • Telephone communications (no radiotelephone)
We refer to the Share Purchase Agreement dated as of 24 June 2019 (the “SPA”) to which our companies are party. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the SPA.
To: Bank Hapoalim Ltd. Below are the understandings reached in connection with the Loan Agreement dated 11.2.2011:Loan Agreement • June 30th, 2011 • Internet Gold Golden Lines LTD • Telephone communications (no radiotelephone)
With respect to the provisions of Section 16.1a of the Loan Agreement and the deposit security documents, and notwithstanding the provisions thereof:
FIRST AMENDMENT TO THE SHARE PURCHASE AGREEMENTShare Purchase Agreement • June 30th, 2010 • Internet Gold Golden Lines LTD • Telephone communications (no radiotelephone)
This AMENDMENT (the "Amendment"), dated as of March 28, 2010 to the Share Purchase Agreement and the Addendum thereto dated as of February 8, 2010 (collectively, the "Agreement") dated as of October 25, 2009, is entered into among AP.SB.AR Holdings Ltd. and B. Communications (SP2) Ltd.
Credit Agreement Entered into in Tel Aviv as of the 11th day of February 2010Credit Agreement • June 30th, 2010 • Internet Gold Golden Lines LTD • Telephone communications (no radiotelephone)
WHEREAS, the Company sought to enter into a transaction with the Lenders for the provision of credit by the Lenders for the purpose of partially financing the Company's purchase of the Purchased Shares of Bezeq pursuant to the Purchase Agreement, and expenses and additional amounts to be borne by the Company in connection with the Purchase Transaction and in connection with the provision of the Credit and the management thereof, as these terms are defined below; and
Appendix - A Deed of Trust made and signed on August 31, 2010 Between Internet Gold – Golden Lines Ltd Company no: 520044264 of 2 Dov Fridman str, Ramat Gan (hereinafter: "the Company")Deed of Trust • June 30th, 2011 • Internet Gold Golden Lines LTD • Telephone communications (no radiotelephone)
Now, therefore, inconsideration of the mutually covenanted terms and conditions herein contained, the parties hereto agree as follows:
Bezeq - The Israel Telecommunication Corp. Ltd. (the “Company”),Network Upgrade Agreement • April 30th, 2014 • Internet Gold Golden Lines LTD • Telephone communications (no radiotelephone)
As part of the preparations being made by the subsidiary Pelephone Communications Ltd. ("Pelephone") for the launching of a fourth generation network with LTE technology, Pelephone executed an agreement with L.M. Ericsson Israel Ltd. ("Ericsson") for the upgrade of the network center to support LTE, for the purchase and installation of radio equipment and for additional adjustments to the network to enable it to support LTE. The equipment to be provided to Pelephone will also support the LTE Advanced technology (4.5 generation).
INTERCREDITOR AGREEMENT DATED 19 FEBRUARY 2014 Between MISHMERET TRUST COMPANY LTD. as the Notes Trustee THE HEDGE COUNTERPARTIES B COMMUNICATIONS LTD. as the Issuer THE ENTITIES LISTED IN PART 1 OF SCHEDULE 1 as the Original Debtors CERTAIN...Intercreditor Agreement • February 19th, 2014 • Internet Gold Golden Lines LTD • Telephone communications (no radiotelephone)
Clause Page 1. DEFINITIONS AND INTERPRETATION 1 1.1 Definitions 1 1.2 Construction 20 1.3 Third Party Rights 22 2. RANKING, PRIORITY, MAXIMUM HOLDINGS OF NOTEHOLDERS AND MAXIMUM INTEREST IN SECURITY GRANTED TO HEDGE COUNTERPARTIES 22 2.1 Super Senior Liabilities and the Senior Secured Liabilities 22 2.2 Transaction Security 23 2.3 Subordinated Liabilities 23 2.4 Additional and/or refinancing debt 23 2.5 Maximum holdings of Noteholders; maximum interest in certain Security granted to Hedge Counterparties 23 3. SENIOR SECURED NOTES CREDITOR LIABILITIES 25 3.1 Payments of Senior Secured Notes Creditor Liabilities 25 3.2 Amendments and waivers 26 3.3 Option to purchase: Senior Secured Notes Creditors 26 3.4 Terms of purchase 27 3.5 Option to purchase: Notes Trustee 28 3.6 Security and guarantees 28 4. HEDGE COUNTERPARTIES AND HEDGING LIABILITIES 28 4.1 Identity of Hedge Counterparties 28 4.2 Restriction on Payment: Hedging Liabilities 29 4.3 Permitted Payments: Hedging Liabilities 29 4.4 P
ASSET PURCHASE AGREEMENT BY AND AMONG Ampal Communication 2010 Ltd. as Purchaser AND as Seller AND Merhav Ampal Energy Ltd. as Guarantor Dated as of November 16, 2009Asset Purchase Agreement • June 23rd, 2010 • Internet Gold Golden Lines LTD • Telephone communications (no radiotelephone)
NOW, THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties, and covenants herein contained, and intending to be legally bound hereby, the Parties agree as follows:
MERRILL LYNCH INTERNATIONALSale and Purchase Agreement • February 17th, 2015 • Internet Gold Golden Lines LTD • Telephone communications (no radiotelephone)
We understand that Bezeq The Israeli Telecommunication Corp. Ltd (“Bezeq”) proposes to enter into a sale and purchase Agreement, to be dated on or about the date of this letter (the “Agreement”), among Bezeq and Eurocom DBS Limited (“Eurocom”), pursuant to which, among other things, Bezeq has agreed to exercise the call option over 8.6% of the equity shares in DBS satellite services (1998) Ltd. (“YES”) and has agreed to purchase a 41.6% equity stake in YES and 100% of the shareholder loans to YES currently held by Eurocom and its affiliates (the “Transaction”) for up to NIS 1,050m in cash, subject to certain adjustments set forth in the Agreement to be paid to Eurocom (the “Consideration”) of which NIS 680m will be paid upon closing of the transaction and NIS 370m deferred and contingent upon the realization of certain conditions in accordance with the Agreement. The terms and conditions of the Transaction are more fully set forth in the Agreement and its appendices.
The Company”)Collective Agreement • July 11th, 2019 • Internet Gold Golden Lines LTD • Telephone communications (no radiotelephone)
Further to the description in section 4.8 of the Chapter on the Description of the Company’s Business in the Company’s 2018 Periodic Report, the Company announces that today a subsidiary, Bezeq International Ltd (“Bezeq International”) signed a collective agreement with the Histadrut General Federation of Workers and the employees’ representatives, including streamlining and synergy processes for a period from July 11, 2019 until December 31, 2021 (“the Agreement”).
Addendum and Amendment No. 1 to the Loan Agreement Dated February 18, 2010 Entered into in Ramat Gan as of the 14th day of April 2010 By and betweenLoan Agreement • June 30th, 2010 • Internet Gold Golden Lines LTD • Telephone communications (no radiotelephone)
Entities Within the Migdal Insurance and Financial Holdings Ltd. Group Pro Rata Among Themselves All as set forth in Appendix A to the Original Agreement Whose address is 4 Efal Street, Kiryat Arye, Petach Tikva Each severally, with respect to its portion of the Loan, as set forth in the Appendix (and not jointly and severally) (hereinafter, the "Lender") Of the first part;
Addendum and Amendment to Credit Agreement Dated February 11, 2010 Entered into in Tel Aviv as of the 14th day of April 2010Credit Agreement • June 30th, 2010 • Internet Gold Golden Lines LTD • Telephone communications (no radiotelephone)
By and between: The Lenders set forth in Appendix B of the Credit Agreement Of the first part; And: Bank Hapoalim Ltd. In its capacity as Facility Agent And in its capacity as Security Trustee Of the second part; And: B Communications (SP2) Ltd. Private Company No. 51-440539-8 (Hereinafter, the "Company") Of the third part;
Agreement Written and Signed this 25th day of July, 2006 By and Among Internet Gold – Golden Lines Ltd. Private Company No. 520044264 Of 2 Dov Friedman St., Ramat Gan 52503 (the “Purchaser”) Of the First Part And Private Company No. 511325870 Of 20...Purchase Agreement • July 10th, 2007 • Internet Gold Golden Lines LTD • Services-business services, nec
Globescom Communication (1997) Ltd., which holds 6,624,000 shares, constituting approximately 22.08% of the Company’s issued and paid up share capital, hereby agrees to all of the obligations in this Agreement relating directly to Globescom, waives the right to first refusal granted to it as stated in Section 2.9 above, and consents to the Merger planned in accordance with the guidelines set forth in Section 4 above, the amendment of the Articles of Association and all of the obligations expressly assumed by the Company and the Sellers in connection with these matters under this Agreement, including with regard to the determination of the Merger Ratio.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • June 27th, 2013 • Internet Gold Golden Lines LTD • Telephone communications (no radiotelephone)
NOW THEREFORE, in consideration of the mutual promises herein made and the representations, warranties and covenants herein, the Parties agree as follows:
Re: Collective Labor Agreement (Walla! Communications Ltd.)Collective Labor Agreement • September 12th, 2018 • Internet Gold Golden Lines LTD • Telephone communications (no radiotelephone)
Bezeq reports that this morning, the board of directors of its subsidiary, Walla! Communications Ltd. ("Walla"), approved the entrance of Walla into a collective bargaining agreement dated September 6, 2018 between Walla and the journalists' organization in Israel - the New Histadrut Labor Federation and the Walla Journalist Committee (the “Agreement”).
Warrant Agreement Entered into on the _______ day of the month of [_______], 2018Warrant Agreement • June 20th, 2018 • Internet Gold Golden Lines LTD • Telephone communications (no radiotelephone)
WHEREAS, on the date of execution of this Agreement, a private placement of Internet Gold was completed, in the framework of which the Investor was allocated ______ ordinary shares of Internet Gold par value NIS 0.01 per share (hereinafter, the “Transaction”); it is clarified that the actual share allocation is subject to the approval of the Tel Aviv Stock Exchange Ltd.; and
ContractAgreement for the Purchase of Shares • February 14th, 2020 • Internet Gold Golden Lines LTD • Telephone communications (no radiotelephone)
This press release does not constitute an offer to sell or the solicitation of an offer to buy securities, nor will there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
AMENDMENT NO.1 TO SHARE PURCHASE AGREEMENTShare Purchase Agreement • May 29th, 2014 • Internet Gold Golden Lines LTD • Telephone communications (no radiotelephone)
This Amendment No.1 (the “Amendment”) to the Share Purchase Agreement is made and entered into as of May 29, 2014 (the “Effective Date”), by and between:
Supplementary report - network sharing agreementNetwork Sharing Agreement • May 19th, 2014 • Internet Gold Golden Lines LTD • Telephone communications (no radiotelephone)
Further to the Company's immediate reports of December 4, 2013 and December 10, 2013, regarding the activities of the subsidiary, Pelephone Communications Ltd. ("Pelephone"), in connection with the establishment and operation of a fourth generation radio network (LTE) and, as part of such framework, inter alia, Pelephone's execution of a network sharing agreement with Cellcom Israel Ltd. and Golan Telecom Ltd. (the "Sharing Agreement"), the Company hereby provides an update that on May 15, 2014, the Company was notified by Pelephone of the publication of a paper by the Ministry of Communications on "policy for sharing the broadband access network of a holder of a general license for the provision of mobile radio-telephone services" (the "Policy Paper").
Indenture Entered into on February 23, 2014Indenture • March 21st, 2014 • Internet Gold Golden Lines LTD • Telephone communications (no radiotelephone)
WHEREAS, on February 20, 2014, the Board of Directors of the Company approved the issuance of the Debentures (as defined below), the terms of which are as set forth herein and which shall be offered to the public by way of a Prospectus (as defined below); and
Nonbinding DraftShare Purchase Agreement • June 17th, 2019 • Internet Gold Golden Lines LTD • Telephone communications (no radiotelephone)
This draft agreement will not be presented to the parties for signature if it is not approved by majorities of 75% at bondholder meetings to be held by each of the outstanding series of bonds of B Communications Ltd. and Internet Gold - Golden Lines Ltd.
An Agreement Written and signed in Tel Aviv this 1st day of August, 2006Purchase Agreement • July 10th, 2007 • Internet Gold Golden Lines LTD • Services-business services, nec
Re: Pelephone Collective Bargaining AgreementCollective Bargaining Agreement • November 14th, 2019 • Internet Gold Golden Lines LTD • Telephone communications (no radiotelephone)
Further to previous reports, Bezeq reports that today its subsidiary, Pelephone Communications Ltd. (“Pelephone”), signed the renewal of its collective bargaining agreement with the Histadrut (General Federation of Labor in Israel) and the employees representatives. The agreement includes streamlining and synergy processes from the period starting November 12, 2019 and ending on June 30, 2022 (the “Agreement”).
Nonbinding DraftShare Purchase Agreement • June 12th, 2019 • Internet Gold Golden Lines LTD • Telephone communications (no radiotelephone)
This draft agreement will not be presented to the parties for signature if it is not approved by majorities of 75% at bondholder meetings to be held by each of the outstanding series of bonds of B Communications Ltd. and Internet Gold - Golden Lines Ltd.
