SHARE SALE AGREEMENT
Made and signed in Tel Aviv on June 23, 2005
BETWEEN:
BANK HAPOALIM B.M.
00 Xxxxxxxxxx Xxxx., Xxx Xxxx
of the one part
(Hereinafter: the "SELLER")
A N D:
MIVTACH SHAMIR FINANCE LTD.
0 Xxxxxxx Xx., Xxx Xxxx 00000
of the other part
(Hereinafter: the "PURCHASER")
WHEREAS the Seller is the owner of 1,250,000 ordinary shares of NIS 0.2 nominal
value each ("ORDINARY SHARES") of Gilat Satellite Networks Ltd., Public
Co. 00-000000-0 (respectively the "SALE SHARES" and the "COMPANY"); and
WHEREAS the Seller wishes to sell the Sale Shares to the Purchaser and the
Purchaser wishes to purchase the Sale Shares from the Seller, upon the
conditions stipulated below;
THEREFORE, THE PARTIES HEREBY DECLARE, STIPULATE AND AGREE AS FOLLOWS:
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1. PREAMBLE, INTERPRETATION AND DEFINITIONS
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1.1 The preamble to this contract and the appendices attached to the
contract form an integral part thereof.
1.2 "CLOSING DATE" - The closing date of the loan assignment
agreement signed on June 23, 2005 by and between the Seller and
York Capital Management (hereinafter respectively: the
"ASSIGNMENT AGREEMENT" and "YORK"), in accordance with the
conditions stipulated therein.
2. THE TRANSACTION
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2.1 On the Closing Date, the Seller shall sell to the Purchaser and
transfer to it (by means of a transfer deed or, at the Seller's
discretion, through an electronic transfer to the bank
account to be provided by the Purchaser) ownership of the Sale
Shares, and the Purchaser shall purchase from the Seller the Sale
Shares, being free from any third party rights (except for any
restrictions imposed on them by law), in consideration of and
against the immediate payment of a total sum of 7,875,000 US
dollars (according to a price of 6.30 US dollars per Sale Share),
which shall be paid on the Closing Date by the Purchaser to the
Seller in cash, in US dollars, by a bank transfer to the bank
account the details of which shall be provided by the Seller to
the Purchaser before the Closing Date. The Purchaser hereby
agrees and confirms that the sale of the Sale Shares shall be
contingent on the closing of the Assignment Agreement, failing
which the Sale Shares shall not be sold to the Purchaser under
this Agreement.
2.2 On the Closing Date, and as a condition for the sale of the Sale
Shares, the Purchaser shall issue to York, in respect of the Sale
Shares, a proxy instrument in the wording attached to this
Agreement as APPENDIX 2.2, which shall be valid starting from the
Closing Date and for a period of two years thereafter with
respect to voting by virtue of the said shares in any general
meeting (or adjournment thereof) of the Company's shareholders.
2.3 The Seller hereby declares and warrants to the Purchaser that it
is the owner of the Sale Shares and that, subject to fulfillment
of the foregoing conditions, they shall be transferred on the
Closing Date to the Purchaser's ownership, being free of any
third party rights (except for restrictions imposed on them by
law). All acts requiring to be done on the Closing Date shall be
deemed to have been done simultaneously. No individual act shall
be deemed to have been completed and no individual document shall
be deemed to have been delivered, until all the acts on that date
have been completed and all the documents have been delivered.
2.4 Except as stipulated above, all the Sale Shares and all the
rights therein shall be sold and transferred to the Purchaser on
the Closing Date as is, without any other representation,
warranty, declaration or confirmation by the Seller in regard to
the Company and anything relating to it, its value, its
profitability, the value of the shares and any other matter, and
the Purchaser hereby waives, and releases and discharges the
Seller from, any contention or claim which it had or could have
in respect of the sale or non-sale of any rights of the Seller in
the Company and/or in connection with the Company's position.
2.5 During 18 months after the Closing Date, if the Purchaser sells
any of the Sale Shares up to a quantity equivalent to 1,250,000
of the Ordinary Shares (whether in or outside the stock
exchange), then immediately upon the closing of the sale and
receipt of the consideration in respect thereof, it shall
transfer to the Seller a total sum (in cash, by a bank transfer
to the Seller's bank account) equivalent to: (1) the number of
Sale Shares that were sold (hereinafter: the "SOLD SHARES"),
multiplied by (2) the following sum for
each Ordinary Sold Share: (a) 20% of (b) the difference between
the selling price of the Ordinary Sale Share (hereinafter: the
"SELLING PRICE") and 6.30 US dollars (if the sales are carried
out in New Israeli shekels ("NIS") the US dollar shall be
converted into NIS according to the representative rate on that
day, and the sum shall be transferred to the Seller in NIS). For
the avoidance of doubt, should the Selling Price be lower than
6.30 US dollars per share, no sum shall be paid to the Purchaser
in respect of the aforesaid shares.
2.6 At the end of the aforesaid 18 months (and in the event that the
Purchaser sold in the course thereof from the Sale Shares a
smaller quantity than 1,250,000 shares (hereinafter: the "UNSOLD
SHARES"), the Purchaser shall transfer to the Seller (in cash, by
a bank transfer to the Seller's bank account) a total sum
equivalent to: (1) the number of Unsold Shares, multiplied by (2)
the following sum for each Unsold Share: 20% of the difference
between (a) the average of the closing price of the Company's
ordinary shares on the NASDAQ on each of the last 30 trading days
before the end of the 18 months (hereinafter:: "TRADING DAYS
AVERAGE"), and (b) 6.30 US dollars. For the avoidance of doubt,
should the Trading Days Average be lower than 6.30 US dollars per
ordinary share, no sum shall be paid to the Purchaser in respect
of the aforesaid shares.
3. MISCELLANEOUS
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3.1 This Agreement together with its appendices embodies the entire
agreement between the parties, and shall, upon the signing
thereof, cancel any previous agreement, undertaking and
negotiations, whether written or oral, made or conducted between
them.
3.2 No conduct on the part of either of the parties to this Agreement
shall be deemed as that party's waiver of any right conferred on
it by this Agreement or in law, except if made expressly in
writing. Exclusive jurisdiction in any matter entailed in or
arising from this Agreement shall vest solely in the courts in
Tel Aviv and in accordance with the laws of the State of Israel.
3.3 No modification and/or waiver and/or deviation from the
provisions of this Agreement shall be valid, unless made in
writing under the hands of the parties hereto. A party's
agreement to deviate from a condition of this Agreement in a
particular case shall not serve as a precedent or analogy for any
other case. A party's failure to exercise a right granted to it
under this contract in a particular case, shall not be deemed as
its waiver of that right in an identical case and/or in another
similar or dissimilar case, and no inference may be drawn
therefrom regarding that party's waiver of any of its rights.
3.4 Nothing in this Agreement or in any of its stipulations
constitutes a provision in favor of a third party, and the
parties do not have an intention to vest any third party not
being a party to this Agreement with any right. This Agreement
may be signed by each of the parties separately, and the two
signed documents shall be deemed to be a single document.
3.5 The parties' addresses for purposes of this contract are as
specified at its head, and any notice sent by one party to the
other by registered post according to its above stated address
(save where one party has notified the other in writing of a
change therein) shall be deemed to have reached its destination
and to have come to the knowledge of the addressee within 72
hours from when it was put in the post, and on the same day if
delivered by a messenger or by fax.
IN WITNESS WHEREOF THE PARTIES HAVE SET THEIR HANDS HERETO:
( - )
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BANK HAPOALIM B.M. MIVTACH SHAMIR FINANCE LTD.
Per: Per: Xxxx Xxxxxx, Xxxxx Xxxxxx
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