Exhibit 4.6
SHARE TRANSFER DEED
This Share Transfer Deed is made this 29th day of September 2004 between:
Koor Industries Limited, of 00 Xxxxxxxxx Xx., Xxxx Xxxxxxxxxx Xxxx,
Xxxx-Xx'Xxxx 00000, Xxxxxx (the "Transferor")
and
Xxxxxxxx Xxxxxx, i.d. 057820870 (the "Transferee")
RECITALS
A. The Transferor is a shareholder in Knafaim - Arkia Holdings Ltd., a
public company incorporated under the laws of the State of Israel and
with company number 00-000000-0 (the "Company").
B. The Transferor wishes to sell and the Transferee wishes to purchase
1,775,300 Ordinary Shares of NIS 1.00 nominal value each of the Company
(the "Shares"), representing approximately 12.3% of the issued share
capital of the Company.
C. The Transferor has good and marketable title to the Shares and the
Shares are fully paid and are not subject to any capital call, lien,
encumbrance, pledge, charge, right of first refusal or other third
party right.
D. The Shares are listed for trading on the Tel Aviv Stock Exchange.
THEREFORE, the Transferor and Transferee hereby agree as follows:
1. Subject to the terms and conditions listed herein and payment in full
by the Transferee to the Transferor of the amount of NIS 52.70 per
share, resulting in a total purchase price for the Shares of NIS
93,558,310 (the "Purchase Price"), the Transferor hereby transfers the
Shares to the Transferee.
Terms and Conditions
--------------------
2. Closing and Effectiveness of Transfer
-------------------------------------
2.1 Simultaneously with the execution and delivery of this Deed,
the following actions and occurrences will take place, all of
which shall be deemed to have occurred simultaneously and no
action shall be deemed to have been completed and this Deed
shall not be deemed to have been delivered, until all actions
are completed and all documents delivered:
(a) Each of the Transferor and the Transferee shall sign
and execute an escrow instruction letter to H.F.N.
Trust Company Ltd. (company number 51-063860-4) (the
"Escrow Agent") in the form attached as Exhibit A
hereto (the "Escrow Instruction"), and deliver it to
the Escrow Agent;
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(b) The Transferee shall execute and deliver to the
Israel Phoenix Assurance Co. Ltd. and/or Hadar
Insurance Co. Ltd. the irrevocable payment
instruction attached hereby as Exhibit B (the
"Payment Instruction").
(c) The Transferor shall deliver to the Escrow Agent the
share certificate registered in the name of the
Transferor, together with this Share Transfer Deed.
(d) The Transferor shall deliver to the Escrow Agent
resignation letters of the following directors of
the Company: Xxxxxxxx Xxxxxx; Xxx Xxxxx (the
"Resignation Letters").
2.2 The Purchase Price shall be released to the account of the
Transferor and the Resignation Letters shall be delivered to
the Company in accordance with and subject to the terms and
conditions of the Escrow Instruction.
3. Warranties and Representations
------------------------------
3.1 The Transferor hereby warrants and represents:
(a) The statements contained in Recitals C and D above
are true and correct on the date hereof and shall
remain true and correct until the earlier of (i)
October 4th 2004, and (ii) the time at which the
transfer of Shares hereunder has become effective.
(b) The Transferor has taken all necessary action to
authorize the signature and delivery of this Deed
and the performance of the obligations of the
Transferor hereunder. Such obligations are valid,
binding and enforceable against the Transferor in
accordance with their terms.
(c) No approval, authorisation or permit is required by
the Transferor for the transaction contemplated by
this Share Transfer Deed.
The Shares are being transferred as is, and the Transferor has
made or is making no representation, warranty or covenant,
including without limitation with respect to the Shares, the
transfer of Shares, or the Company, except as expressly set
forth herein.
3.2 The Transferee hereby warrants and represents:
(a) The Transferee has sufficient funds available to it
to pay the Purchase Price.
(b) The Transferee has taken all necessary actions to
authorize the signature and delivery of this Deed
and the performance of the obligations of the
Transferee hereunder. Such obligations are valid,
binding and enforceable against the Transferee in
accordance with their terms.
(c) No approval, authorisation or permit is required by
the Transferee for the transaction contemplated by
this Share Transfer Deed.
The Transferee hereby acknowledges and confirms that the
Shares are being purchased by and transferred to it as is, and
that it has not relied and will not rely on any
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representation, warranty or covenant, including without
limitation, with respect to the Shares, the transfer of
Shares, or the Company, except as expressly set forth herein.
4. Governing Law
-------------
This Deed shall be governed by and construed in accordance with the
laws of the State of Israel.
5. Jurisdiction
------------
The competent courts of the city of Tel Aviv-Jaffa shall have exclusive
jurisdiction over all matters related to or arising in connection with
this Deed and no other courts shall have any jurisdiction whatsoever in
respect of such matters.
6. Miscellaneous
-------------
6.1 All notices or other communications hereunder shall be in
writing and shall be given in person, by registered mail
(registered international air mail if mailed internationally),
by an overnight courier service which obtains a receipt to
evidence delivery, or by facsimile transmission (provided that
written confirmation of receipt is provided) with a copy by
mail, addressed as set forth below:
If to the Transferor: Koor Industries Limited
00 Xxxxxxxxx Xx., Xxxx Xxxxxxxxxx Xxxx
Xxxx-Xx'Xxxx 00000, Xxxxxx
Fax: 00-0000000
Attn: Xxxxx Xxxxx
With a copy to: Xxxxxx, xxx & Xxxxxx
0 Xxxxxxxx Xx.
Xxx-Xxxx 00000, Xxxxxx
Fax: 00-0000000
Attn: Xxxx Sol, Adv.
If to the Transferee: Xxxxxxxx Xxxxxx
X.X.X 0000
Xxxx-Xxxxxxxx 00000, Xxxxxx
Fax: 00-0000000
with a copy to: Xxxxxxx & Humsky
Xxxxxxxxxx Xxxxx
00 Xxxxxxx Xx.
Xxx-Xxxx 00000, Xxxxxx
Fax: 00-0000000
Attn: Xxxxx Xxxxxxx, Adv.
or such other address as any party may designate to the other
in accordance with the aforesaid procedure. All communications
delivered in person or by courier service shall be deemed to
have been given upon delivery, those given by facsimile
transmission shall be deemed given on the business day
following transmission with confirmed answer back, and all
notices and other communications sent by registered
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mail (or air mail if the posting is international) shall be
deemed given ten (10) days after posting.
6.2 This Deed may be amended only by a document in writing signed
by the Transferor and Transferee.
6.3 This Deed contains the entire understanding of the parties
with respect to its subject matter and all prior negotiations,
discussions, agreements, commitments and understandings
between them with respect thereto not expressly contained
herein shall be null and void in their entirety, effective
immediately with no further action required.
6.4 The Transferee may not assign, sell or otherwise transfer its
rights under this Deed.
IN WITNESS whereof the parties hereto have executed this Deed the day and year
first above written.
By: /s/ Xxxxx Xxxxx /s/ Xxxxx Xxxxx By: /s/ Xxxxxxxx Xxxxxx
----------------------------------- -------------------
Koor Industries Ltd.
Name: Xxxxx Xxxxx Xxxxx Xxxxx Name: Xxxxxxxx Xxxxxx
Title: CFO VP Title:
By: /s/ Efrat Ram By: /s/ Efrat Ram
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Witness to the signature of Transferor Witness to the signature of Transferee
Name: Efrat Ram, Adv. Name: Efrat Ram, Adv.
Title: Title:
