EXHIBIT 15
TRANSLATION FROM THE ORIGINAL HEBREW
AGREEMENT
DRAWN UP AND SIGNED IN TEL-AVIV ON OCTOBER 4, 2009
BETWEEN
XXXXXX INSURANCE COMPANY LTD. - FOR NOSTRO
Private company that is required to
submit a balance sheet no. 00-000000-0
of 0 Xxxx Xxxxxx
Xxxxxx Xxxxx, Xxxxxx
(hereinafter - "THE BUYER")
OF THE FIRST PART;
AND
SCAILEX CORPORATION LTD.
Public company number 00-000000-0
of 00 Xxx Xxxxxx Xxxxx Xxxxxx
Xxxxxx Xxxxx, Xxxxxx
(hereinafter - "THE SELLER")
OF THE SECOND PART;
WHEREAS on August 12, 2009, the Xxxxxxxxx Agreement was signed (as this
term is defined hereunder) under which the Seller acquired
78,940,104 ordinary shares of NIS 0.01 par value each
(hereinafter: "ORDINARY SHARES") of Partner Communications Ltd.
(hereinafter: "THE COMPANY"), which constitute, on the signing
date of the Xxxxxxxxx Agreement, 51.31% of the Company's issued
and paid-up share capital (not fully diluted and after
neutralizing dormant shares held by the Company) and 49.41% of
the Company's issued and paid-up share capital (on a fully
diluted basis, including the assumption of a full exercise of all
options to receive securities of the Company, as they exist
correct on the signing date of the Xxxxxxxxx Agreement, and after
neutralizing dormant shares held by the Company) (hereinafter:
"THE SELLER'S SHARES OF PARTNER"), all pursuant to and in
accordance with the provisions of the Xxxxxxxxx Agreement;
AND WHEREAS subject to the Closing of the Transaction pursuant to the
Xxxxxxxxx Agreement (hereinafter: "THE XXXXXXXXX TRANSACTION"),
the Seller desires to sell and to transfer to the Buyer and the
Buyer desires to acquire and receive by way of transfer from the
Seller the Shares Being Sold (as this term is defined hereunder),
out of the Seller's Shares of Partner, being Free and Clear, all
pursuant to and in accordance with the provisions of this
Agreement;
AND WHEREAS the Parties desire to prescribe and anchor within the framework
of this Agreement all of the commercial and legal relations
between them in relation to all matters pertaining to the sale
transaction of the Shares Being Sold, as well as their relations
as shareholders of the Company;
WHEREFORE, THE PARTIES HEREBY DECLARE, AGREE AND STIPULATE AS FOLLOWS:
1. RECITALS AND INTERPRETATION
1.1 The recitals to this Agreement and the appendices thereto constitute
an integral part thereof. In any instance of a contradiction between
this Agreement and any of the appendices thereto, the provisions of
this Agreement shall prevail.
1.2 This Agreement has been divided into clauses and subclauses, and
headings have been added, solely for the sake of convenience, and no
use may be made thereof in the interpretation of this Agreement.
1.3 In this Agreement, that stated in the singular also encompasses the
plural and vice versa, as the case may be, unless otherwise explicitly
stated.
2. DEFINITIONS
In this Agreement, the following expressions shall have the meaning defined
alongside them unless otherwise explicitly stated.
"THE COMPANY" - Partner Communications Ltd., public company
number 00-000000-0, a public company duly
incorporated and registered under the laws of
the State of Israel, whose securities are
registered for trading on the Tel-Aviv Stock
Exchange Ltd. (hereinafter: "THE TASE") and
on the NASDAQ Global Market (hereinafter:
"NASDAQ").
"THE SHARES BEING SOLD" - 1,044,387 ordinary shares, constituting 0.68%
of the issued and paid-up share capital of
the Company (not fully diluted and after
neutralizing dormant shares held by the
Company).
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"THE XXXXXXXXX AGREEMENT" - Agreement dated 12.8.2009 between the Seller
and Advent Investments Pte Ltd. (hereinafter:
"ADVENT"), a Singapore corporation controlled
by Xxxxxxxxx Telecommunications International
Limited, for the acquisition of the Seller's
Shares of Partner from Advent, which is
attached as APPENDIX 2 to this Agreement, and
as shall be amended from time to time.
"THIS AGREEMENT" - This Agreement, inclusive of appendices
thereto.
"THE TRANSACTION" - As this term is defined in clause 3.1 of this
Agreement.
"THE COMPANIES ACT" - The Companies Act, 5759 - 1999.
"DISTRIBUTION" - As the term "distribution" is defined in the
Xxxxxxxxx Agreement.
"THE BUYER'S PROPORTIONATE
SHARE" - 1.323%.
"BUSINESS DAY" - Sundays through Thursday every week,
excluding national holidays, religious
holidays, holiday eves, Sabbath days or any
day on which banks in Israel are not
conducting business as usual for any reason
whatsoever.
"THE CLOSING DATE" - The closing date shall be at the time the
Xxxxxxxxx Transaction is closed and
immediately thereafter.
"THE CLOSING DATE The date prescribed in the Xxxxxxxxx
OF THE XXXXXXXXX Agreement for the closing of the Xxxxxxxxx
TRANSACTION" - Transaction.
"AUTHORIZED TRANSFEREE Xxxxxx Insurance and Financial Holdings Ltd.
OF THE BUYER" - (hereinafter: "Xxxxxx Holdings") and/or a
corporation in which Xxxxxx Holdings holds,
directly and/or indirectly, shares
constituting at least 85% of its issued share
capital.
"FREE AND CLEAR" - Free and clear of any debt, attachment,
encumbrance, pledge or any other third-party
right.
"THE TOTAL CONSIDERATION" - As this term is defined in clause 3.2 of this
Agreement.
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"INTERESTED PARTY,"
"EXCEPTIONAL TRANSACTION" - As this term is defined in the Companies Act.
"INTERESTED-PARTY Transaction with an interested party or a
TRANSACTION" - transaction in which an Interested Party has
a personal interest, including a transaction
that is not an exceptional transaction, but
excluding a negligible transaction.
"PARTIES" - The Seller on the one hand and the Buyer on
the other hand.
"THE BUYER" - Xxxxxx Insurance Company Ltd. - for NOSTRO.
"CONTROL," "FAMILY MEMBER," As these terms are defined in the Securities
"HOLDING," "NEGLIGIBLE Act, 5728 - 1968 or in the regulations
TRANSACTION" - pursuant thereto.
"THE SUSPENDING The conditions prescribed in clause 5 of this
CONDITIONS" - Agreement.
3. THE TRANSACTION
3.1 Subject to the fulfillment of the Suspending Conditions, the Seller
shall sell and shall transfer to the Buyer, and the Buyer shall
acquire and receive by way of transfer from the Seller the Shares
Being Sold on the Closing Date, being Free and Clear, in consideration
for the payment of the Total Consideration by the Buyer to the Seller
as specified in clause 3.2 hereunder (hereinafter: "THE TRANSACTION").
3.2 Subject to the acquisition of the Shares Being Sold, being Free and
Clear, and the transfer thereof to the ownership of the Buyer and
under its name, the Buyer shall pay the sum of NIS 67.025 per Share
Being Sold to the Seller, for a total consideration of NIS
70,000,039.00 (seventy million, and thirty-nine) for all of the Shares
Being Sold (hereinafter: "THE BASE CONSIDERATION"). The Base
Consideration shall bear monthly LIBOR interest (as this term is
defined in clause 1.1 of the Xxxxxxxxx Agreement) as of the signing
date of the Xxxxxxxxx Agreement and until the Closing Date of the
Xxxxxxxxx Transaction (the Base Consideration plus the interest as
stated, hereinafter: "THE TOTAL CONSIDERATION").
3.3 In addition to the Shares Being Sold, the Buyer shall be entitled to
the sum equivalent to the product of the sum of the Distribution to
which the Seller shall be entitled by virtue of clause 2.1 of the
Xxxxxxxxx Agreement multiplied by the Buyer's Proportionate Share
(hereinafter: "THE SUM OF THE DISTRIBUTION TO THE BUYER"). If the
Seller shall receive the Sum of the Distribution to which the Seller
is entitled by virtue of clause 2.1 of the Xxxxxxxxx Agreement by the
Closing Date of the Xxxxxxxxx Transaction, the Sum of the Distribution
to the Buyer shall be deducted from the Total Consideration. In any
other instance, the Sum of the Distribution to the Buyer shall be paid
within 24 hours of the date it is received by the Seller.
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3.4 To dispel any doubt, the above clause 3.3 shall also apply to a
distribution of bonus shares, and the Buyer shall be entitled to
receive bonus shares distributed in respect of the Shares Being Sold.
3.5 The Total Consideration shall be paid to the Seller in New Shekels.
3.6 If, during the period between the signing of this Agreement and the
Closing Date, the Company shall make technical changes in its issued
share capital, such as a consolidation or division of its capital,
when the determinant date for the execution thereof falls during the
said period, the shares allotted to the Seller against the Shares
Being Sold shall replace the Shares Being Sold on the date of the said
change, without any change in the Total Consideration.
4. THE PARTIES' WARRANTS AND COVENANTS
4.1 The Seller hereby warrants and covenants to the Buyer as follows:
4.1.1 Subject to the fulfillment of the Suspending Conditions, there
is no prohibition, pursuant to any agreement and/or any law,
including pursuant to the Seller's incorporation documents, of
the Seller's engagement in this Agreement and fulfillment of all
of its covenants pursuant thereto. The Seller's engagement in
this Agreement and the execution thereof by it do not constitute
a breach of a covenant of the Seller towards any third party.
4.1.2 Subject to the fulfillment of the Suspending Conditions, the
Seller has received all of the consents, authorizations and
approvals required pursuant to its incorporation documents, as
well as all permits and approvals required by law in relation to
its engagement in this Agreement and to the fulfillment of its
covenants pursuant thereto, and there is no need for the receipt
of any additional consents and/or approvals.
4.1.3 Subject to the fulfillment of the Suspending Conditions, all of
the Seller's covenants pursuant to this Agreement are legal,
valid, binding and enforceable against the Seller pursuant to the
conditions thereof, and these covenants, per se, contain nothing
that might cause a violation of law or a breach of provisions of
any other agreement or covenant.
4.1.4 On the Closing Date, and subject to the Closing of the Xxxxxxxxx
Transaction, the Seller shall be the sole owner and holder of the
Shares Being Sold.
4.1.5 The Shares Being Sold shall be transferred to the Buyer on the
Closing Date being Free and Clear.
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4.1.6 On the Closing Date, the Shares Being Sold shall be fully
paid-up; the Seller does not and shall not have any obligation to
transfer the Shares Being Sold, or any portion thereof, to any
third party, or to refrain from transferring them, and no option
or any other right has been granted or issued to any third party
for the acquisition of the Shares Being Sold, in whole or in
part. On the Closing Date, the Seller shall not be a party to a
voting and/or cooperation agreement with any third party and/or
with the Company in relation to the Shares Being Sold, in whole
or in part, and/or in relation to the Company, with the exception
of the relationship agreement dated 20.4.05, inclusive of
amendments thereto. To dispel any doubt, it is clarified that the
relationship agreement, inclusive of amendments thereto, contains
nothing to prevent the sale of the Shares Being Sold to the Buyer
pursuant to the provisions of this Agreement and/or to impose
restrictions on the Buyer's rights in the Shares Being Sold.
4.1.7 The Shares Being Sold are registered for trading on the TASE.
4.1.8 The Xxxxxxxxx Agreement was duly signed by the Seller, is valid
for all intents and purposes and is binding upon the Seller
pursuant to the conditions thereof. The Seller has not breached
the Xxxxxxxxx Agreement, and has no knowledge of a breach of the
Xxxxxxxxx Agreement by Advent.
4.1.9 Apart from the Xxxxxxxxx Agreement, and the financing agreements
accompanying it, there are no additional agreements or
understandings between the Seller and Advent that directly or
indirectly concern the Company and/or matters regulated in the
Xxxxxxxxx Agreement, including the acquisition of the Seller's
Shares of Partner by the Seller. To dispel any doubt, it is
clarified that the Xxxxxxxxx Agreement and the financing
agreements accompanying it, contain nothing to prevent the sale
of the Shares Being Sold to the Buyer pursuant to the provisions
of this Agreement and/or to impose restrictions on the Buyer's
rights in the Shares Being Sold.
4.1.10 The Seller is not an Interested Party in the Company and/or in
any of the other cellular telecommunications operators
(Pelephone, Cellcom).
4.2 The Buyer hereby warrants and covenants to the Seller, subject to the
fulfillment of the Suspending Conditions, as follows:
4.2.1 There is no prohibition, pursuant to any agreement and/or any
law, including pursuant to the Buyer's incorporation documents,
of the Buyer's engagement in this Agreement and fulfillment of
all of its covenants pursuant thereto. The Buyer's engagement in
this Agreement and the execution thereof by it do not constitute
a breach of a covenant of the Buyer towards any third party.
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4.2.2 The Buyer has received all of the consents, authorizations and
approvals required pursuant to its incorporation documents, as
well as all permits and approvals required by law (apart from
those included in the Suspending Conditions) in relation to its
engagement in this Agreement and to the fulfillment of its
covenants pursuant thereto, and there is no need for the receipt
of any additional consents and/or approvals.
4.2.3 All of the Buyer's covenants pursuant to this Agreement are
legal, valid, binding and enforceable against the Buyer pursuant
to the conditions thereof, and these covenants, per se, contain
nothing that might cause a violation of law or a breach of
provisions of any other agreement or covenant.
4.2.4 The Shares Being Sold are being acquired by the Buyer "as is,"
being Free and Clear, without any representation and/or
declaration whatsoever in relation to the Shares Being Sold
and/or in relation to the Company, with the sole exception of the
warrants and covenants expressly given by the Seller pursuant to
this Agreement and the provisions thereof.
4.2.5 The Buyer is capable of fulfilling all of its covenants pursuant
to this Agreement, including the monetary and financial
capabilities to purchase the Shares Being Sold.
4.2.6 The Buyer affirms that it is not a "U.S. Person," as this term
is defined in Regulation S of the Securities Act of the United
States.
5. SUSPENDING CONDITIONS
5.1 The Closing of the Transaction pursuant to this Agreement is
contingent upon the fulfillment of the following suspending conditions
(hereinabove and hereinafter: "THE SUSPENDING CONDITIONS"):
5.1.1 The Closing of the Xxxxxxxxx Transaction, subsequent to the
fulfillment of the suspending conditions prescribed in the
Xxxxxxxxx Agreement.
5.1.2 The Antitrust Authority or the Ministry of Communication shall
not refuse to approve the Closing of the Xxxxxxxxx Transaction,
due to the engagement in this Agreement.
5.2 Immediately after signing this Agreement, the Parties shall take all
measures necessary for the fulfillment of the Suspending Conditions as
stated above, and each Party shall exert its best efforts to fulfill
these conditions, provided that this shall not impose restrictions
and/or obligations on the Buyer that are not negligible and that are
not expressly specified in this Agreement.
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5.3 If, notwithstanding the Parties' efforts, all of the above Suspending
Conditions are not fulfilled by February 16, 2010, or by any other
postponed date to be determined in the Xxxxxxxxx Transaction with the
consent of the Parties to this Agreement, the validity of this
Agreement shall expire and the Transaction pursuant thereto shall be
cancelled, and no Party shall have any demand and/or allegation and/or
claim against the other Party in this regard. Notwithstanding that
stated above, the nonfulfillment of a Suspending Condition that
derives from an act or omission of MALA FIDES by a Party to this
Agreement shall be deemed a breach by that Party of its covenants
pursuant to this Agreement, and shall trigger for the other Party all
remedies available to it by law.
6. The Buyer shall notify the Seller of the identity of the body acquiring the
Shares Being Sold by seven days before the Closing Date.
7. CLOSING OF THE TRANSACTION
Subject to the fulfillment of all of the Suspending Conditions, the Parties
to this Agreement shall meet on the Closing Date at the location where the
Closing of the Xxxxxxxxx Transaction shall be executed, for the purpose of
Closing the Transaction and the simultaneous execution of all (and not only
a portion) of the following operations:
7.1 The Seller and the Buyer shall exchange confirmations of the accuracy
of the warrants given by them pursuant to this Agreement, correct to
the Closing Date, in the version attached as APPENDIX 7.1 to this
Agreement.
7.2 The Seller shall deliver a confirmation to the Buyer of the Closing of
the Xxxxxxxxx Transaction, in the version attached as APPENDIX 7.2 to
this Agreement.
7.3 The Seller shall deliver a share transfer deed to the Buyer in respect
of all of the Shares Being Sold, being duly signed by the Seller and
duly certified by the Seller's Attorney, in the version attached
hereto as APPENDIX 7.3 to this Agreement, and the Buyer shall sign the
share transfer deed as the recipient of the transfer.
7.4 A share certificate shall be delivered to the Buyer in respect of the
Shares Being Sold, under the Buyer's name, duly signed by the Company
and certified by an attorney. It is further agreed that, immediately
after the Closing of the Xxxxxxxxx Transaction, and subject to the
receipt of a written instruction signed by the Buyer, the Seller shall
ensure that the Company shall issue a share certificate to the Buyer
in respect of the Shares Being Sold, under the name of a nominee
company, in lieu of the aforesaid share certificate and against the
voidance thereof, attaching a written instruction to the nominee
company, signed by the Company, instructing it to deposit the shares
in the Buyer's bank account, the particulars of which shall be
provided in the aforesaid instruction, which shall be delivered by the
Buyer to the Seller.
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7.5 The Buyer shall pay the Seller the Total Consideration by bank
transfer to the Seller's bank account at Bank Leumi Le-Israel Ltd.,
the particulars of which shall be delivered by the Seller to the
Buyer, attaching a confirmation by Bank Leumi Le-Israel Ltd. that the
account, the particulars of which were provided by the Seller, is the
Seller's account.
7.6 The Parties shall report to the Company about the transfer of the
Shares Being Sold to the Buyer and shall deliver the share transfer
deed to the Company; the secretary of the Company shall, at that time,
register the Buyer in the Company's Register of Shareholders as the
owner of the Shares Being Sold and shall deliver a written
confirmation by the Company to the Buyer that the Buyer has been
registered in the Company's Register of Shareholders as the owner of
the Shares Being Sold. Immediately thereafter, the Company shall issue
to the Buyer the share certificate under the name of the nominee
company and the written instruction to the nominee company, as
specified above in clause 7.4.
7.7 The Seller shall deliver to the Buyer a valid certificate of exemption
from withholding tax, and, in the absence of such certificate, duly
required withholding tax shall be deducted from any sum that shall be
paid by the Buyer to the Seller by virtue of and in accordance with
this Agreement.
The Parties hereby agree that the execution of all of the aforesaid
operations fulfills the cross conditions in this Agreement, and they shall
be deemed as being carried out simultaneously at that time. No single
operation shall be deemed as having been completed and no single document
shall be deemed as having been delivered until all of the operations have
been completed and all documents delivered at that time.
8. OPTION FOR THE PURCHASE OF BONDS
The Seller is granting an option to the Buyer for the purchase of bonds
convertible into shares of the Seller, which were offered by virtue of the
public offering prospectus, which received the approval of the Securities
Authority on August 20, 2009 (hereinafter: "THE SHELF PROSPECTUS"), and the
shelf offering report published by virtue thereof on September 6, 2009
(hereinafter: "THE OPTION"), through an expansion of the series of
convertible bonds offered pursuant to the aforesaid shelf offering report
and under conditions as follows:
8.1 The inclusive consideration in respect of the bonds to which the Buyer
shall be entitled to purchase shall not exceed one fifth of the Total
Consideration that the Buyer shall pay to the Seller for the Shares
Being Sold.
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8.2 The Buyer shall be entitled to exercise the Option by written notice
to be delivered to the Buyer during the period commencing on the
signing date of this contract and ending on October 8, 2009
(inclusively) (hereinafter: "THE EXERCISE PERIOD"). The issuance of
the bonds that are the subject of the Option to the Buyer, if and to
the extent that the Buyer shall exercise the Option, shall be executed
after the closing of the sale transaction of the Shares Being Sold
pursuant to this contract and subject to the closing thereof.
8.3 All of the other conditions under which the Buyer shall purchase the
bonds (including the bond price, the interest rate and the payment
date) shall be identical to the conditions under which the bonds were
offered in the aforesaid offering.
8.4 The offering of the bonds to the Buyer is subject to the relevant
provisions applicable to an offering of this type, pursuant to the
statutory provisions. The Seller shall exert its best effort so that
the conditions of the offering to the Buyer shall be identical to the
conditions under which the convertible bonds were offered in the
aforesaid offering.
9. REGISTRATION RIGHTS
9.1 Subject to the Seller's obligations by law as a controlling
shareholder of the Company, the Seller covenants to exercise its means
of control over the Company to cause the convening of an audit
committee meeting, a board meeting and a general assembly of
shareholders of the Company, during which a resolution shall be
discussed to vest the Buyer with registration rights in relation to
the Shares Being Sold, under conditions that are identical to the
conditions prescribed in the rights registration agreement dated
October 26, 1999 between the Company and Advent and additional
shareholders ("THE REGISTRATION AGREEMENT"), this, for a period of
five years after the Closing Date. The Buyer shall be entitled to
demand the registration of the Shares Being Sold for trading only
once, and solely together with a corresponding demand that shall be
submitted for the registration of shares for trading by another
shareholder or other shareholders of the Company within the scope of a
demand for registration of shares for trading, which shall jointly
constitute at least 2.65% of the Company's issued and paid-up share
capital. The Seller shall notify the Buyer in the event that it shall
learn of the intention of another shareholder or other shareholders of
the Company to submit an application for the registration of the
shares for trading as stated above
9.2 To dispel any doubt, it is hereby clarified that if registration
rights for the Shares Being Sold shall be vested prior to the Closing
Date, the Shares Being Sold shall be transferred to the Buyer together
with registration rights as stated.
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10. TRANSFER OF RIGHTS
The Buyer shall be entitled to transfer all of its rights and obligations
in respect of the Shares Being Sold, as prescribed in this Agreement, to an
Authorized Transferee of the Buyer, subject to the Authorized Transferee of
the Buyer assuming all of the Buyer's rights and obligations relating to
the acquisition of the Shares Being Sold. To dispel any doubt, it is hereby
clarified that that stated above shall in no way restrict the Buyer's right
to execute transactions with the Shares Being Sold, including a transfer of
the Shares Being Sold and/or the sale thereof, subsequent to the Closing of
the Transaction and the sale of the Shares Being Sold to the Buyer;
however, it is clarified that the Buyer's rights pursuant to the provisions
of the above clause 9 are personal, and are not transferable to any other
person and/or body, save for an Authorized Transferee.
11. TAXES AND EXPENSES
Each of the Parties to this Agreement shall bear the taxes and expenses
imposed on it by law in relation to this Agreement.
12. GENERAL PROVISIONS
12.1 This Agreement encompasses and exhausts all that agreed upon between
the Parties, and any representation, consent, draft or previous
undertaking, whether direct or in favor of a third party, between the
Parties, and any negotiations, summary of agreements, understanding or
agreement between the Parties, which precedes the signing of this
Agreement, are hereby nullified and shall be deemed as if never made,
done or given.
12.2 The Seller shall make use of its means of control over the Company so
that every Immediate Report of the Company shall be forwarded directly
by the Company to the Buyer upon being reported to the public
12.3 Any alteration, amendment or addendum to this Agreement shall not be
valid unless drawn up in writing and signed by the Parties to this
Agreement. No claim of an oral amendment of the Agreement shall be
entertained.
12.4 Each Party shall safeguard in confidentiality any information that it
received from the other Party in relation to this Agreement and the
execution thereof, and no use shall be made thereof other than for the
purpose of the execution of this Agreement. That stated above shall
not apply to: (a) information that was or came in the public domain
other than due to a breach of this Agreement; (b) information that was
furnished to any of the Parties by a third party, which was not while
breaching the duty of confidentiality towards the other Party to the
Agreement; (c) information that must be disclosed pursuant to any law
or competent authority.
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12.5 Any waiver of a right by a Party to this Agreement, which was granted
to it in this Agreement, shall be valid only if drawn up in writing.
If the waiver shall be valid, it shall be valid solely at that time
and in that instance, and shall not give rise to any estoppels or
preventions in the future.
12.6 This Agreement does not constitute a contract in favor of a third
party, and it in no way confers rights to any person, save the direct
Parties thereto, and apart from that expressly stated therein.
12.7 The Parties covenant to act with BONA FIDES, diligently and
continuously for the purpose of executing this Agreement quickly and
efficiently, and to exert maximum cooperative efforts to remove any
prohibition, obstacle or restriction that might prevent the convening
of the Closing Date as soon as possible, and provided that it shall in
no way impose restrictions and/or obligations on the Parties that are
not negligible and that are not expressly specified in this Agreement.
12.8 The Parties shall take the additional steps necessary for the purpose
of implementing this Agreement literally and as intended, and shall
sign any document needing their signatures for this purpose.
12.9 The law applicable to this Agreement and all that deriving from it
shall be solely Israeli law (without the Israeli choice of law rules),
and no other law shall apply.
12.10 The sole jurisdiction in relation to any matter and issue that might
arise in connection with this Agreement and the execution thereof
shall be referred solely to the competent court in Tel-Aviv as the
exclusive venue, and no other court shall have any jurisdiction to
deliberate a matter as stated.
12.11 Any notice by any of the Parties shall be sent to the addressee by
personal delivery or by registered mail to the address specified in
the recitals to this Agreement (or to any other address advised by
written notice to the other Party) and shall be deemed as having
reached the addressee Party on the day of its delivery if delivered by
personal delivery at the above address, or 72 hours after the time of
its dispatch if sent by registered mail to the above address.
AND IT WITNESS HERETO THE PARTIES HAVE SIGNED:
---------------------------------- ------------------------------------
XXXXXX INSURANCE COMPANY LTD. - SCAILEX CORPORATION LTD.
FOR NOSTRO
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APPENDIX 7.1
Date: ______________
__________________________________
Private company no. ______________
__________________________________
Re: CONFIRMATION OF THE ACCURACY OF THE WARRANTS GIVEN PURSUANT TO THE
AGREEMENT DATED
Pursuant to the agreement dated __________ between __________________ Ltd. and
Scailex Corporation Ltd. (hereinafter: "THE AGREEMENT"), we hereby warrant to
you as follows:
1. All warrants given by us pursuant to the Agreement are correct, accurate,
complete and valid, also correct to the date of this letter (hereinafter:
"THE CLOSING DATE").
2. All of our covenants and the conditions that we must fulfill pursuant to
the Agreement, which must be executed or fulfilled by the Closing Date,
have been fulfilled in their entirety.
3. No third party has any right and/or allegation and/or demand to cancel the
Agreement.
Sincerely,
__________________
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APPENDIX 6.2
Date: ______________
__________________________________
Dear Mr./Ms.,
Re: CONFIRMATION
Pursuant to the agreement signed by us on ______________ ("THE SALE AGREEMENT"),
we hereby declare to you as follows:
All of the Suspending Conditions have been fulfilled pursuant to the agreement
dated August 12, 2009 between us and Advent Investments Pte Ltd. (hereinafter:
"ADVENT"), a Singapore corporation controlled by Xxxxxxxxx Telecommunications
International Limited, for the acquisition of the Seller's Shares of Partner
from Advent, and the Closing pursuant thereto has been carried out, and all of
the Seller's Shares of Partner have been transferred under our name and to our
ownership, being Free and Clear.
All of the terms in this declaration shall have the meanings ascribed to them in
the Sale Agreement, unless otherwise expressly defined in this document.
Sincerely,
------------------------
SCAILEX CORPORATION LTD.
ATTORNEY'S CERTIFICATION - SCAILEX CORPORATION LTD. (HEREINAFTER: "THE COMPANY")
I, the undersigned, ___________________, Adv., do hereby certify that the above
document was signed by Messrs. ______________________ and __________________,
who are authorized to sign on behalf of the Company and to obligate it pursuant
to this document.
-------------------- --------------------
Date Attorney's name
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APPENDIX 7.3
SHARE TRANSFER DEED
I, the undersigned, Scailex Corporation Ltd. (public company no. 52-003180-8)
(hereinafter: "THE TRANSFEROR") do hereby transfer to ____________ (hereinafter:
"THE TRANSFEREE") _____________ ordinary shares of NIS 0.12 par value each of
Partner Communications Ltd. (public company no. 52-004431-4) (hereinafter: "THE
COMPANY," "THE SHARES," respectively), and they shall be held by the Transferee
or its representatives in accordance with the conditions under which the
Transferor held the shares on the signing date of this Deed.
and I, the Transferee, do hereby agree to receive the shares in accordance with
these conditions.
AND IN WITNESS HERETO THE PARTIES HAVE SIGNED
ON THE __ DAY OF THE MONTH OF ___ IN THE YEAR 2009
-------------------- --------------------
THE TRANSFEROR THE TRANSFEREE
------------------------------------- -------------------------------------
WITNESS TO THE TRANSFEROR'S SIGNATURE WITNESS TO THE TRANSFEREE'S SIGNATURE
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