EXHIBIT 4.1
RIGHTS AGENT AGREEMENT
_______________, 2010
American Stock Transfer & Trust Company, LLC
00 Xxxxxx Xxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
In connection with your appointment as Subscription Agent in the transaction
described herein, Tefron Ltd. (the Company), hereby confirms its arrangements
with you as follows:
1. RIGHTS OFFERING - The Company is distributing (the "Rights offering") to
the holders of its ordinary shares, par value NIS 10.0 per share ("Ordinary
Shares"), on ____________, 2010 (the "Record Date"), transferable rights
("Rights") to purchase an aggregate of up to 1,578,947 Ordinary Shares.
Except as set forth under Paragraphs 8 and 9 below, Rights shall cease to
be exercisable at 5:00 p.m., New York City time, on _______________, 2010
or such later date of which the Company notifies you orally and confirms in
writing (the "Expiration Date"). One Right is being issued for each 1.3429
Ordinary Shares held on the Record Date. One Right and payment in full of
the subscription price of $3.8 (the "Subscription Price") is required to
subscribe for one Ordinary Share. Rights are evidenced by transferable
rights certificates in registered form ("Rights Certificates"). The Rights
Offering will be conducted in the manner and upon the terms set forth in
the Company's Prospectus dated _______________, 2010 (the "Prospectus"),
which is incorporated herein by reference and made a part hereof as if set
forth in full herein.
2. APPOINTMENT OF RIGHTS AGENT - You are hereby appointed as Rights Agent to
effect the Rights offering in accordance with the Prospectus. Each
reference to you in this letter is to you in your capacity as Rights Agent
unless the context indicates otherwise.
3. DELIVERY OF DOCUMENTS - Enclosed herewith are the following, the receipt of
which you acknowledge by your execution hereof:
(a) a copy of the Prospectus, which includes instructions for exercise of
the Rights (the "Instructions");
(b) the form of Rights Certificate (with instructions);and
(c)Notice of Guaranteed Delivery.
As soon as is reasonably practical, you shall mail or cause to be mailed,
via first class mail, to each holder of Ordinary Shares at the close of
business on the Record Date a Rights Certificate (with instructions)
evidencing the Rights to which such holder is entitled, a Notice of
Guaranteed Delivery, a Prospectus, and an envelope addressed to you. You
and the Company may mutually agree that you shall use methods other than
first class mail, including personal delivery, delivery by International
Express Mail, or delivery by recognized expedited courier service such as
Federal Express, UPS, DHL or Courier Network. Prior to mailing, the Company
will provide you with blank Rights Certificates which you will prepare and
issue in the names of holders of Ordinary Shares of record at the close of
business on the Record Date and for the number of Rights to which they are
entitled. The Company will also provide you with a sufficient number of
copies of each of the documents to be mailed with the Rights Certificates.
With respect to each rights certificate that you are required to mail
hereunder, you shall maintain a blanket surety bond protecting you and the
Company from loss or liability arising out of non-receipt or non-delivery
of such certificates.
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4. SUBSCRIPTION PROCEDURE -
(a) Upon your receipt prior to 5:00 p.m., New York City time, on the
Expiration Date (by mail or delivery), as Rights Agent, of (ii) any Rights
Certificate completed and endorsed for exercise, as provided on the reverse
side of the Rights Certificate (except as provided in paragraph 8 hereof),
and (ii) payment in full of the Subscription Price in U.S. funds by check,
bank draft or money ORDER payable at par (without deduction for bank
service charges or otherwise) to the order of American Stock Transfer &
Trust Company, you shall as soon as practicable after the Expiration Date,
mail to the subscriber's registered address on the books of the Company
certificates representing the Ordinary Shares duly subscribed for and
furnish a list of all such information to the Company.
(b) Funds received by you pursuant to the exercise by shareholders of their
subscription right shall be held by you in a segregated account to be
maintained by you. You are hereby authorized and directed to endorse,
negotiate and deposit all subscription payments into this account, and you
shall provide an accounting to the Company from time to time, as the
Company may reasonably request, regarding the subscription payments
deposited into such account. Upon mailing certificates representing the
Ordinary Shares, you shall promptly remit to the Company all funds received
in payment of the Subscription Price for Ordinary Shares sold in the Rights
Offering.
5. SUBDIVISION, SALE OR TRANSFER OF RIGHTS - Until 5:00 p.m., New York City
time, on the third business day prior to the Expiration Date, you shall
facilitate subdivision or transfers of Rights Certificates by issuing new
Rights Certificates in accordance with the instructions set forth on the
reverse side of the Rights Certificates.
6. DEFECTIVE EXERCISE OF RIGHTS; LOST RIGHTS CERTIFICATES - The Company shall
have the absolute right to reject any defective exercise of Rights or to
waive any defect in exercise. Subscriptions will not be deemed to have been
made until any such defects or irregularities have been cured or waived
within such time as the Company shall determine. If the Company delivers to
you a notice that the Company rejects any defective exercise of Rights, you
shall as soon as practicable (i) if the defect and the necessary correction
can be adequately explained by telephone and the holder can correct the
defect without possession of the Rights Certificate(s), attempt to contact
the holder of such Rights by telephone to explain the nature of the defect
or (ii) return Rights Certificates with the defects or irregularities which
have not been cured or waived to the holder of the Rights, together with a
letter explaining the nature of the defect in exercise and how to correct
the defect. Any rights certificate with respect to which defects in
exercise are not corrected prior to 5:00 p.m., New York City time, on the
Expiration Date, or which are received after such time, shall be returned
to the holder of such Rights Certificates. If any Rights Certificate is
alleged to have been lost, stolen or destroyed, you should follow the same
procedures followed for lost stock certificates representing Ordinary
Shares you use in your capacity as transfer agent for the Company's
Ordinary Shares.
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7. LATE DELIVERY - If prior to 5:00 p.m., New York City time, on the
Expiration Date you receive (i) payment in full of the Subscription Price
for the Ordinary Shares being subscribed for and (ii) a guarantee notice
substantially in the form of the Notice of Guaranteed Delivery delivered
with the Rights Certificate, from a financial institution having an office
or correspondent in the United States, or a member firm of any registered
United States national securities exchange or of the National Association
of Securities Dealers, Inc. stating the certificate number of the Rights
Certificate relating to the Rights, the name and address of the exercising
subscriber, the number of Rights represented by the Rights Certificate held
by such exercising subscriber, the number of Units being subscribed for
pursuant to the Rights and guaranteeing the delivery to you of the Rights
Certificate evidencing such Rights within three Over the Counter Bulletin
Board ("OTCBB") trading days following the date of the Notice of Guaranteed
Delivery, then the Rights may be exercised even though the Rights
Certificate was not delivered to you prior to 5:00 p.m., New York City
time, on the Expiration Date, provided that within three OTCBB trading days
following the date of the Notice of Guaranteed Delivery you receive the
properly completed Rights Certificate evidencing the Rights being
exercised, with signatures guaranteed if required.
8. DELIVERY - You shall deliver to the Company the exercised Rights
Certificates in accordance with written directions received from the
Company and shall deliver to the subscribers who have duly exercised Rights
at their registered addresses certificates representing the securities
subscribed for as instructed on the reverse side of the Rights
Certificates. All Rights Certificates surrendered for the purpose of
exercise shall, if surrendered to you shall be cancelled by you, and no
Rights Certificates shall be issued in lieu thereof except as expressly
permitted by any of the provisions of this Agreement.
9. REPORTS - You shall notify the Company by telephone on or before the close
of business on each business day during the period commencing 5 business
days after the mailing of the Rights and ending at the Expiration Date (and
in the case of guaranteed deliveries ending three OTCBB trading days after
the Expiration Date) (a "daily notice"), which notice shall thereafter be
confirmed in writing, of (i) the number of Rights exercised on the day
covered by such daily notice, (ii) the number of Rights subject to
guaranteed exercises on the day covered by such daily notice, (iii) the
number of Rights for which defective exercises have been received on the
day covered by such daily notice, (iv) the aggregate subscription payments
made on such date and (v) the cumulative total of the information set forth
in clauses (i) through (v) above. At or before 5:00 p.m., New York City
time, on the first OTCBB trading day following the Expiration Date you
shall certify in writing to the Company the cumulative total through the
Expiration Date of all the information set forth in clauses (i) through
(iii) above. At or before 10:00 a.m., New York City time, on the fifth
OTCBB trading day following the Expiration Date you will execute and
deliver to the Company a certificate setting forth the number of Rights
exercised pursuant to a Notice of Guaranteed Delivery and as to which
Rights Certificates have been timely received. You shall also maintain and
update a listing of holders who have fully or partially exercised their
Rights, holders who have transferred their Rights and their transferees,
and holders who have not exercised their Rights. You shall provide the
Company or its designees with such information compiled by you pursuant to
this paragraph 9 as any of them shall request.
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10. FUTURE INSTRUCTIONS - With respect to notices or instructions to be
provided by the Company hereunder, you may rely and act on any written
instruction signed by any one or more of the following authorized officers
or employees of the Company:
Xxxxx Xxxxxxx
Xxxx Xxxxx
11. PAYMENT OF EXPENSES - The Company will pay you compensation for acting in
your capacity as Rights Agent hereunder in the amount of $___________ plus
your reasonable out-of-pocket expenses not to exceed $2,000 without the
prior written consent of the Company. The Company will pay an additional
fee equal to one-third of the Rights Agent fee for each extension of the
Offering, plus any out-of-pocket expenses associated with such extension.
Fees will be paid by:
Name: Tefron Ltd.
Attention: Xxxx Xxxxx
Address: Industrial Center, Xxxxxxxx
X.X. Xxx 0000
Xxxxxx, 00000, Xxxxxx
Phone: x000-0-0000000
12. COUNSEL - You may consult with counsel satisfactory to you, which may be
counsel to the Company, and the advice or opinion of such counsel shall be
full and complete authorization and protection in respect of any action
taken, suffered OR omitted by you hereunder in good faith and in accordance
with such advice or opinion of such counsel.
13. INDEMNIFICATION - The Company covenants and agrees to indemnify and hold
you harmless against any costs, expenses (including reasonable fees of
legal counsel), losses or damages, which may be paid, incurred or suffered
by or to which you may become subject arising from or out of, directly or
indirectly, any claim or liability resulting from your actions as Rights
Agent pursuant hereto; provided that such covenant and agreement does not
extend to such costs, expenses, losses and damages incurred or suffered by
you as a result of, or arising out of, your own gross negligence,
misconduct or bad faith or that of any employees, agents or independent
contractors used by you in connection with performance of your duties as
Rights Agent hereunder. If any action is brought against you in respect of
which indemnity may be sought against the Company pursuant to this
Paragraph 13, you shall promptly notify the Company in writing of the
institution of such action and the Company may, at its option, assume the
defense of such action, including the employment and fees of counsel (which
counsel shall be reasonably satisfactory to you) and payment of expenses.
You shall have the right to employ your own counsel in any such case, but
the fees and expenses of such counsel shall be at your expense unless the
employment of such counsel shall have been authorized in writing by the
Company in connection with the defense of such action or the Company shall
not have employed counsel to have charge of the defense of the action, in
any of which events the fees and expenses of not more than one additional
firm of attorneys for you shall be borne by the Company.
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14. NO ASSIGNMENT; DELEGATION - Neither this Agreement nor any rights or
obligations hereunder may be assigned or delegated by either party without
the prior written consent of the other party.
15. FACSIMILE SIGNATURES - Any facsimile signature of any party hereto shall
constitute a legal, valid and binding execution hereof by such party.
16. NOTICES - Unless otherwise provided herein, all reports, notices and other
communications required or permitted to be given hereunder shall be in
writing and delivered by hand or confirmed telecopy or by first class U.S.
mail, postage prepaid, shall be deemed given if by hand or telecopy, upon
receipt or if by U.S. mail, three business days after deposit in the U.S.
mail and shall be addressed as follows:
(a) If to the Company, to:
Tefron Ltd.
Industrial Center, Xxxxxxxx
X.X. Xxx 0000
Xxxxxx, 00000, Xxxxxx
Attn: Xxxx Xxxxx
Telephone: x000-0-0000000
with copy to:
Xxxxx Xxxxxx, Adv.
Gross, Kleinhendler, Hodak, Halevy, Xxxxxxxxx & Co.
One Azrieli Center
Xxx Xxxx 00000, Xxxxxx
Telephone: x000-0-000-0000
(b) If to you, to:
American Stock Transfer & Trust Company, LLC
00 Xxxxxx Xxxx
Xxx Xxxx, X.X. 00000
Attention: Xxxxxx Xxxxxxxxx
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Yours truly,
By: ___________________________________
Name: Xxxx Xxxxx
Title: Chief Financial Officer
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Agreed & Accepted:
AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC
By: _______________________________
Name: _____________________________
Title: _______________________________
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