Exhibit 10.43
-------------
VOTING RIGHTS AGREEMENT
VOTING RIGHTS AGREEMENT (the "Agreement"), made as of March 15, 2000 by and
among Electric Fuel Corporation, a Delaware corporation (the "Company"), Xxxxxx
X. Xxxxxxx and Xxxxxx Xxxxxx (each a "Stockholder" and collectively the
"Stockholders"), Koor Industries Limited ("Koor") and Tadiran Limited
("Tadiran") (Koor and Tadiran shall be collectively referred to as the "Group")
WHEREAS, the Stockholders are holders of common stock of the Company, $0.01 par
value per share (the "Common Stock"), and
WHEREAS, Koor has purchased certain Common Stock of the Company pursuant to a
Share Purchase Agreement (the "Investment Agreement"), dated as of March 15
2000, made by and among the Company and Koor, and
WHEREAS, Tadiran has purchased certain Common Stock of the Company pursuant to a
Share and Assets Purchase Agreement (the "Acquisition Agreement"), dated as of
March 15 2000, made by and among the Company, Tadiran, Tadiran Batteries Limited
and Tadiran Electric Industries Corporation.
NOW THEREFORE, in consideration of the premises and agreements set forth herein,
the Stockholders agree with each other as follows:
Election of Directors. The parties agree that until the Expiration Date (as
---------------------
defined in Section 3 below):
Each Stockholder shall vote all shares of Common Stock or other voting
securities of the Company over which such Stockholder has voting control,
whether directly or indirectly, and to take other necessary or desirable actions
within his or its control (whether as stockholder, director or officer of the
Company or otherwise, including without limitation attendance at meetings in
person or by proxy for purposes of obtaining a quorum and execution of written
consents in lieu of meetings), so that Xxxxxxxx Xxxxxx shall serve as member of
the Company's Board of Directors, and
Each of the Group shall vote all shares of Common Stock or other voting
securities of the Company over which such they have voting control, whether
directly or indirectly, and to take other necessary or desirable actions within
their control, so that each of Xxxxxx X. Xxxxxxx and Xxxxxx Xxxxxx shall serve
as members of the Company's Board of Directors.
Assignment; Transfer of Common Stock. The obligations of each of the
------------------------------------
Stockholders and the Group hereunder shall remain in force and effect until the
Expiration Date with respect to Common Stock held by them at any applicable
date, but shall not limit any of the Stockholders and the Group from
transferring any of their Common Stock to any third party. Upon the transfer of
any Common Stock by the Stockholders or the Group, such transferred Common Stock
shall not be a part of the agreement hereunder and shall be free from any voting
obligations.
Term of Agreement: The obligations of the parties hereof shall expire on the
-----------------
earlier of (the "Expiration Date"):
The fifth anniversary of the Closing under the Acquisition Agreement; or
Such time as Koor and Tadiran have sold in the aggregate more than 50% of the
total Common Stock purchased by them collectively under the Investment Agreement
and the Acquisition Agreement.
- 2 -
Such time as the Stockholders have sold in the aggregate more than 50% of the
total Common Stock held by them as of the date hereof.
Filings. If required, the parties agree to promptly file with the Securities
-------
and Exchange Commission all requisite filings required under the Securities
Exchange Act of 1934, as amended, with respect to their ownership of Common
Stock and the provisions of this Agreement.
Entire Agreement. This Agreement constitutes the entire agreement of the parties
----------------
hereto with respect to the matters contemplated herein, and supersedes any and
all prior understandings as to the subject matter of this Agreement.
General. The headings contained in this Agreement are for reference purposes
-------
only and shall not in any way affect the meaning or interpretation of this
Agreement. In this Agreement the singular includes the plural, the plural, the
singular, the masculine gender includes the neuter, masculine and feminine
genders. This Agreement shall be governed by and construed in accordance with
the laws of the State of Israel, without regard to any conflicts or choice of
law principles.
Counterparts. This Agreement may be executed in counterparts, all of which
------------
together shall constitute one and the same instrument.
[THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]
- 3 -
IN WITNESS WHEREOF, the parties have signed this Agreement as of the date first
hereinabove set forth.
_____________________ _________________ _______________ _______________
/s/ Xxxxxx X. Xxxxxxx /s/ Xxxxxx Xxxxxx Tadiran Limited Koor Industries
Limited
By: /s/ By: /s/
------------- ------------
_________________________
Electric Fuel Corporation
By: /s/
-----------------------
