BINDING MEMORANDUM
DRAWN AND SIGNED ON 20 FEBRUARY 2002
BETWEEN
Xxxxx Xxxxxxxxx
Bearer of I.D. number 6755375
Of 40 Oranim Street, Ramat Efal
("XXXXX")
And Xxxx Xxxxxxxxx
Bearer of I.D. number 6755376
Of 8 Mechola Street, Ramat Efal
("GADI")
(Xxxxx and Gadi shall hereinafter be referred to jointly and
severally as "XXXXXXXXX")
AND
Iscal Holdings Ltd.
PUBLIC COMPANY NUMBER 0-000000-00
OF 0 XXXXXX XXXXXX, XXXXXX TIKVA
("ISCAL")
1. ANNULMENT OF PROVISIONS IN THE CONTRACT OF 30 AUGUST 2001
Subject to the fulfillment of the provisions of clause 2 of this Memorandum,
the parties hereby annul retroactively as of 31 January 2002 the sale
contract between them dated 30 August 2001 (the "SALE CONTRACT"), including
the letter of supplement to the Sale Contract of the same date (the
"SUPPLEMENT"), as well as the trust agreement of the same date (the "TRUST
AGREEMENT"), save and except for clauses 3 (including the sub-clauses
thereto), 4.1, 4.2, 4.5, 7.1, 7.2, 8.2, 9 and 10.3-10.8 of the Sale
Contract, as amended or (as the case may be) added in the Supplement, and
save and except for clauses 1.2-1.4, 1.6 and 7.1-7.10 of the Trust
Agreement. Additionally, all definitions and appendices that are relevant
for the purposes of the clauses itemized in this clause above shall not be
annulled.
2. TRANSFER OF SHARES BY THE TRUSTEE
The parties hereby instruct GLE Trust Services Ltd. (the "TRUSTEE") by way
of irrevocable instruction to transfer as early as possible, and by no later
than 3 March 2002, to the securities accounts to be advised by each of the
parties in a written notice to the Trustee and to the ownership of the
relevant party, the following securities, the parties declaring such
securities to be free and clear of any encumbrance, mortgage, attachment,
lien, debt, tag along right, right of first refusal and/or other third party
rights of any and all kinds, which are:
2.1.1 TO ISCAL: 355,000 Ordinary Shares of NIS 1 Par Value each of Formula
Systems (1985) Ltd. ("Formula"), and 532,500 Ordinary Shares of NIS 1
Par Value each of Formula Vision Technologies (F.T.V.) Ltd.
("VISION") (Formula and Vision shares to be transferred to Iscal as
aforesaid shall hereinafter be referred to as the "SHARES BELONGING
TO ISCAL").
2.1.2 TO XXXXX: 1,070,000 Ordinary Shares of NIS 1 Par Value each of
Formula and 1,594,500 Ordinary Shares of NIS 1 Par Value each of
Vision.
2.1.3 TO GADI: 175,000 Ordinary Shares of NIS 1 Par Value each of Formula
and 270,000 Ordinary Shares of NIS 1 Par Value each of Vision.
Upon the transfer of the above-mentioned shares as prescribed above, the
Trustee shall conclude its duties.
3. THE CASH CONSIDERATION
The Cash Consideration, in the meaning ascribed to it in clause 2.1 of
the Sale Contract, shall be retained by Xxxxxxxxx and shall constitute
the full and final consideration in respect of the sale to Iscal of the
Shares Belonging to Iscal.
4. PRINCIPLES OF THE FINAL CONTRACT
Within 30 days from the date of signing of this Memorandum, or a later
date to be agreed in writing by and between the parties (the "EFFECTIVE
DATE"), the parties shall sign a detailed contract regulating the
parties' engagement in an agreement with respect to their holdings in
Formula shares (the "FINAL CONTRACT"). The Final Contract shall replace
and substitute this Memorandum and shall, inter alia, regulate the
following matters:
4.1 Right of First Refusal: The parties shall grant each other the right
of first refusal in the case of the sale of the Formula shares in
their possession, save and except for the sale of Formula shares in
the course of trading on the Stock Exchange and/or Nasdaq, under the
terms and conditions to be concluded in the Final Contract, for a
period beginning on the date of signing of this Memorandum and ending
on the final date (as defined below) (the "RIGHT OF FIRST REFUSAL").
Notwithstanding the foregoing, it is agreed that in the case
where the Qualifying Period or (as the case may be) the
Extended Period (both as defined below) shall elapse, and none
of the Events (as defined below) have occurred, the
undertaking prescribed in this clause 4.1 shall expire, save
and except for a case where the Selling Party (as defined
below) shall desire to exercise the Bring Along Right (as
defined below), in which case the Other Party (as defined in
clause 4.3 below) shall be entitled to exercise the Right of
First Refusal.
4.2 Tag Along: The parties shall undertake that in cases where the
Selling Party shall seek to sell its holdings in Formula shares, in
whole or in part, save and except for the sale of
Formula shares in the course of trading on the Stock Exchange
and/or Nasdaq, under the terms and conditions and in the scope
to be determined in the Final Contract and subject to the
provisions of this Memorandum, and the Other Party has not
exercised the Right of Refusal granted to it under clause 4.1
above (to the extent that it is granted under the provisions
of this Memorandum), the Other Party shall be entitled to join
the sale of Formula shares by the Selling Party, pro rata to
the holdings of the parties in the Formula shares, at the same
price and under the same terms and conditions. This
undertaking shall be valid for a period beginning on the date
of signing of this Memorandum and ending at the Final Date (as
defined below) (the "TAG ALONG RIGHT").
4.3 Bring Along: The parties shall undertake that in cases where a party
shall seek to sell all Formula shares in its possession to a buyer
(the "SELLING PARTY"), save and except for the sale of Formula shares
in the course of trading on the Stock Exchange and/or Nasdaq, under
such terms and conditions as are concluded in the Final Contract and
subject to the provisions of this Memorandum, and the Other Party to
this Memorandum (in this clause 4.3 - the "OTHER PARTY") shall not
exercise the Right of Refusal granted to it under clause 4.1 above or
the Tag Along Right granted to it under clause 4.2 above, the Selling
Party shall be granted the right to exercise a Bring Along mechanism,
whereunder the Selling Party shall be entitled to oblige the Other
Party to join the aforesaid sale, in which scope all of the parties'
holdings in Formula shares shall be sold to such buyer, at such price
and under such terms and conditions (the "BRING ALONG RIGHT").
The Bring Along Right shall be granted to the parties upon
fulfillment of the two following conditions cumulatively: (a)
the price per Formula share in the framework of such sale
shall be no less than an amount in NIS that is equal to $24
(twenty-four United States dollars); and (b) the holdings of
the Selling Party in Formula shares prior to such sale shall
be no less than the lower of the two following possibilities:
(i) 1,325,000 (one million three hundred and twenty-five
thousand) Formula shares; (ii) 70% of the amount of Formula
shares in the possession of the Other Party prior to the
aforesaid sale.
The Bring Along Right shall be valid for a period commencing
at the end of the Qualifying period or (as the case may be)
the Extended Period (both as defined below) or from the date
of signing of the full voting agreement (as defined below),
whichever is the earlier, and ending at the Final Date (as
defined below).
4.4 Limitations for determining the minimum threshold for Xxxxxxxxx'x
holdings in the voting rights in Formula, in such manner that their
holdings shall be no less than 1,325,000 (one million three hundred
twenty five thousand) Formula shares (the "MINIMUM THRESHOLD"), for a
period beginning on the date of this Memorandum and ending at the
earlier of the following: (1) the signing of the Full Voting
Agreement (as defined below) or (2) the end of the Qualifying Period
or (as the case may be) the Extended Period.
4.5 Regulation of provisions relating to the sale of the Formula shares
by the parties, for the period beginning at the end of the Qualifying
Period or (as they case may be) the Extended Period (both as defined
below) and ending on 30 June 2004, provided, however, that the Full
Voting Agreement (as defined below) is signed by the parties, as
follows:
4.5.1 Subject to the provisions of this Memorandum, each party shall
be entitled to sell the Formula shares in its possession,
without any price restriction, provided, however, that at all
stages it shall retain ownership of at least 1,325,000 (one
million three hundred twenty five thousand) Formula shares
(the "LIMITED QUANTITY").
4.5.2 Subject to the provisions of this Memorandum, each party shall
be entitled to sell the Formula shares in its possession or
part thereof (IN THIS CLAUSE 4.5, THE "SELLER"), in such
manner that after each such sale, the Seller shall hold a
quantity of Formula shares that is below the Limited Quality,
provided, however, that as of the first share that shall be
sold which reduces its holdings below the Limited Quantity,
the price for each Formula share to be sold as aforesaid shall
be no lower than an amount in NIS that is equal to $24
(twenty-four dollars) (the "AGREED PRICE"), notwithstanding
the provisions of clause 4.5.1 above.
In this clause 4.5, the term "SALE TO A THIRD PARTY" means -
all Formula shares to be sold by the Seller to any buyer, from
the first Formula share sold in such manner that the Seller's
remaining holdings shall be lower than the Limited Quantity.
4.5.3 Subject to the provisions of this Memorandum, and
notwithstanding the provisions of clauses 4.5.1 and 4.5.2
above, in any case where the Seller desires to make a Sale to
a Third Party at a price per Formula share that is lower than
the Agreed Price, the following provisions shall apply: (1)
where the other party (which is not the Seller) (the "ELIGIBLE
PARTY") chooses to exercise the Tag Along Right, the Seller
shall transfer to the Eligible Party's order, simultaneously
when effecting the Sale to the Third Party, the amount of
compensation per share, multiplied by the number of shares
being sold by the Eligible Party in the framework of the Sale
to the Third Party; (2) alternatively, where the Eligible
Party chooses to exercise the Right of Refusal (to the extent
that it is granted to it), the price per Formula share in the
framework of the sale between the Seller and the Eligible
Party under the Right of Refusal shall be the price agreed by
and between the Seller and the Third Party in the framework of
the Sale to the Third Party per Formula share (the "OFFERED
PRICE"), less the amount of compensation per share.
In this clause, the term "AMOUNT OF COMPENSATION PER SHARE"
means an amount in NIS that is equal to the difference between
the Agreed Price and the Offered Price.
4.5.4 In a case where a party shall make a sale of Formula shares to
any third party (the "BUYER") beginning on the date of this
Memorandum, in consideration for an amount that is lower than
the Agreed Price (the "FIRST PRICE"), and subsequently that
same party shall seek to sell, directly or indirectly, to that
Buyer and/or anyone acting on that Buyer's behalf, Formula
shares in its holding in the framework of the Sale to a Third
Party at any price that exceeds the First Price (the "SECOND
PRICE"), the following provisions shall apply with respect to
the Tag Along Right: the Offered Price in any such sale shall
be equal to the weighted average of the First Price and the
Second Price, taking into consideration the number of shares
sold at the First Price and the number of shares offered at
the Second Price, and the provisions of clause 4.5.3 above
shall apply in this case, including with respect to the Amount
of Compensation per Share.
For the avoidance of doubt, it is hereby understood that the
other party (which is not the Seller) shall be entitled to
sell its shares in the framework of the Tag Along Right
according to the Second Price, and determination of the
Offered Price according to the aforesaid average was made only
and solely for the purpose of prescribing a mechanism for the
Amount of Compensation per Share.
4.6 Restrictions applying to Xxxxxxxxx with respect to transactions by
interested parties, private placements, rights issuance, modification
of Formula's articles of association, self acquisition and other
actions or transactions, insofar as such actions or transactions may
dilute Iscal's holdings in Formula shares and/or impair the
possibility granted to the parties of engaging in a Full Voting
Agreement and/or Partial Voting Agreement (both as defined below)
under this Memorandum, for the period beginning on the date of
signing of this Memorandum and ending at the earlier of the
following: (1) signing of the Full Voting Agreement (as defined
below), or (2) the end of the Qualifying Period or (as the case may
be) the Extended Period.
4.7 Regulation of the undertakings by the parties to use their best
efforts for the successful execution of a special tender offer for
Formula shares in the meaning ascribed to the term in the Companies
Law - 1999 (the "COMPANIES LAW") which Iscal desires to effect (if
and to the extent that Iscal shall so desire, at its sole discretion)
(the "SPECIAL TENDER OFFER"), including the signing of voting
agreements referring to the Formula shares held by Xxxxxxxxx, in
whole or in part, provided, however, that the Special Tender Offer
shall be executed until the Final Date (as defined below), and
regardless of the amount of Formula shares held by Iscal at such
time, all in order to enable the Full or (as the case may be) Partial
Voting Agreement (both as defined below) to be signed with respect to
all holdings of the parties in Formula shares, in accordance with and
subject to the provisions of the Second Chapter of the Eighth Section
of the Companies Law, and in accordance with the provisions of this
Memorandum.
4.8 A full and detailed Full Voting Agreement, as follows:
4.8.1 A detailed voting agreement shall be appended to the Final
Contract for full and equal cooperation between the parties
with regard to Formula (the "FULL VOTING AGREEMENT"). It shall
be agreed in the Final Contract that the parties shall sign
the Full Voting Agreement in the occurrence of one of the
following events (the "EVENTS"), whichever is the earlier: (1)
if and when Iscal shall increase its holdings in Formula
shares to a total amount of Formula shares that shall be no
less than 2,300,000 (two million three hundred thousand)
shares, provided, however, that of the said amount of shares
Iscal has acquired shares conferring at least 5% of the voting
rights in Formula in the framework of a Special Tender Offer
for Formula shares; or (2) in any case where Iscal's holdings
of Formula shares shall be equal to or exceed Xxxxxxxxx'x
holdings of Formula shares, provided, however, that if for the
purpose of signing the Full Voting Agreement the execution of
a Special Tender Offer shall be required by law, the signing
of the Full Voting Agreement shall be conditional upon Iscal
acquiring, out of the total aforesaid amount of shares, at
least 5% of the voting rights in Formula under a Special
Tender Offer for Formula's shares.
The Full Voting Agreement, which shall be drawn for a
period of 5 (five) years from the date of signing thereof,
shall, inter alia, regulate the following matters:
4.8.1.1 With respect to appointing directors: The parties
shall act for the convening of a general meeting in
Formula and shall vote at such general meeting and at
subsequent general meetings of Formula in favor of
the appointment of directors, in such manner that
each of the parties shall appoint one-half of the
members of Formula's board of directors (which are
not outside directors). Additionally, the Full Voting
Agreement shall, inter alia, regulate the following
matters: (1) proposal of candidates for the office of
outside director of Formula, in such manner that each
party is entitled to propose one candidate for such
office, (2) nullification of the casting vote in
Formula's articles of association granted to the
Chairman of Formula's BOD .
4.8.1.2 With respect to voting at the general meeting of
Formula: The Full Voting Agreement shall include,
inter alia, a provision whereunder the parties shall
convene shortly before each general meeting convened
in Formula (special or annual) and shall reach an
agreement regarding the manner of their joint voting
at such general meeting (the "JOINT DECISION"). For
the avoidance of doubt, it is understood that the
parties shall be entitled to vote at the general
meeting of Formula only and solely in accordance with
manner of voting agreed by and between them in the
Joint Decision. Should the parties fail to reach an
agreement regarding the manner of their voting at the
aforesaid general meeting with respect to an item or
items raised on the agenda thereof, the parties shall
be obliged to remove such proposal from the agenda of
the general meeting, and insofar as it is not
possible to remove it from the agenda as aforesaid,
the parties shall oppose the approval thereof.
4.8.1.3 With respect to the sale of Formula shares:
Regulation of the impact of the sale of
Formula shares by the parties, subject to
the provisions of this Memorandum, on the
rights and obligations of the parties in
accordance with the Full Voting Agreement.
4.9 It is agreed that the undertaking by the parties to sign the Full
Voting Agreement shall terminate when 9 (nine) months have elapsed
from the date of signing of this Memorandum (the "QUALIFYING PERIOD")
and none of the Events (as defined above) has occurred.
Notwithstanding the foregoing, it is agreed that (a) where any
prevention from signing the Full Voting Agreement and/or from the
occurrence of the Events may arise as a result of an act and/or
omission by Xxxxxxxxx and/or anyone acting on their behalf, including
such prevention arising from any government authority and/or from an
injunction issued at the request of any third party, and the source
of such injunction or prevention by a government authority is an act
and/or omission by Xxxxxxxxx, in which case the aforesaid period
shall be extended in such manner that it shall end after 60 (sixty)
days have elapsed from the date whereon such prevention is removed;
(b) in the case where such prevention shall occur and is not due to
an act or omission by Xxxxxxxxx, the Qualifying Period shall be
extended by an additional 30 (thirty) days only beyond the Qualifying
Period (the Qualifying Period plus the extension set forth in sub
paragraphs (a) or (b), as the case may be, shall be called the
"EXTENDED PERIOD").
4.10 It is hereby agreed that beginning on the date of signing of this
Memorandum and until the Final Date has elapsed, Xxxxxxxxx shall
refrain from opposing a Special Tender Offer published by Iscal.
Additionally, until the Qualifying Period or (as the case may be) the
Extended Period have elapsed, Xxxxxxxxx shall refrain from signing a
voting agreement with another shareholder in Formula.
For the avoidance of doubt, it is hereby understood that in
the case where the Full Voting Agreement is signed by and
between the parties, each of the parties shall refrain from
signing a voting agreement with another shareholder in
Formula. It is further hereby understood that in the case
where the Full Voting Agreement is not signed by the time the
Qualifying Period or (as the case may be) the Extended Period
have elapsed, Xxxxxxxxx shall be entitled to sign a voting
agreement with another shareholder in Formula, provided,
however, that Iscal's full rights shall be protected in
accordance with the provisions of the Final Contract and/or
the Partial Voting Agreement.
Additionally, Xxxxxxxxx shall refrain from purchasing Formula
shares, including in the course of trading on the stock
exchange and/or Nasdaq and/or through tender offers, from the
date of signing of this Memorandum until the Qualifying Period
or (as the case may be) the Extended Period have elapsed.
4.11 The detailed and complete text of the Partial Voting Agreement is as
follows:
4.11.1 In addition to the Full Voting Agreement, the detailed voting
agreement for partial cooperation between the parties with
respect to all their holdings in Formula shares (the "PARTIAL
VOTING AGREEMENT") shall be appended to the Final Contract. It
shall be agreed in the Final Contract that provided that
beginning at the end of the Qualifying Period or (as the case
may be) the Extended Period, Iscal will continuously hold: (a)
at least 1,000,000 (one million) Formula shares, provided that
the said amount of Formula shares held by Iscal shall not be
less than 40% (forty percent) of Xxxxxxxxx'x holdings in
Formula; or (b) a holding in Formula shares that shall be no
less than Xxxxxxxxx'x holding, whichever is the lower between
alternatives (a) and (b) (the "THRESHOLD QUANTITY"), the
parties shall sign a Partial Voting Agreement on the
occurrence of one of the following events (the "EVENTS FOR
SIGNING THE PARTIAL VOTING AGREEMENT"), whichever is the
earlier: (1) regardless of the amount of Formula shares which
is held by Iscal, in any case where Iscal and/or Xxxxxxxxx
shall successfully make a Special Tender Offer for the
purchase of Formula shares in a total amount of Formula Shares
that shall be no less than 5% of the voting rights in Formula,
including the provisions of clause 4.7 above; or (2) in any
case where the parties shall be entitled by law to sign the
voting agreement with respect to all their holdings in Formula
shares. The Partial Voting Agreement, which shall endure for a
period of 15 (fifteen) years from the date of signing thereof,
shall regulate, inter alia, the following matters:
4.11.1.1 With respect to the appointment of
directors: The parties shall act for the
convening of a general meeting in Formula
and shall vote at such general meeting and
at subsequent general meetings of Formula in
favor of the appointment of directors, in
such manner that Iscal shall at all times
have at least one representative on its
behalf on Formula's board of directors.
4.11.1.2 With respect to voting at the general
meeting of Formula: Shortly before each
general meeting convened in Formula (special
or annual) the parties shall convene for a
joint discussion regarding the manner in
which they shall vote at such general
meeting, and in such case where the parties
shall fail to reach an agreement with
respect to the manner of their voting, each
party shall be entitled to vote at the
aforesaid general meetings according to its
sole discretion.
4.11.1.3 Cancellation option: The grant of a
cancellation option with respect to the
Partial Voting Agreement to Iscal,
whereunder Iscal shall have the right, by
means of prior written notice, to inform
Xxxxxxxxx of the end of the term of the
Partial Voting Agreement, at its sole
discretion, and the grant of a cancellation
option with respect to the Partial Voting
Agreement to Xxxxxxxxx, whereunder Xxxxxxxxx
shall have the right, by means of prior
written notice, and on condition that they
hold the Minimum Threshold (as defined
above), to inform Iscal of the end of the
term of the Partial Voting Agreement, at
their sole discretion, in the case where the
rate of Iscal's holdings in Formula has
dropped to below the Threshold Quantity.
4.12 It is agreed that no date and/or period restriction shall apply with
respect to the date of occurrence of the Events for Signing the
Partial Voting Agreement, subject to the minimum holdings set forth
in clause 4.11.1 of this Memorandum above, and that insofar as a
Partial Voting Agreement is signed and the Events (as defined above)
shall subsequently occur before the end of the Qualifying Period or
(as the case may be) the Extended Period, the Full Voting Agreement
shall replace and substitute the Partial Voting Agreement.
4.13 The Final Contract shall be valid from the date of signing thereof
until the date when 15 (fifteen) years have elapsed from the date of
signing thereof or until the date of termination of the fixed period
in the Full Voting Agreement, or until the date of termination of the
fixed period in the Partial Voting Agreement (insofar as it is signed
until the date whereon 15 [fifteen] years have elapsed from the date
of signing of the Final Contract), whichever is the latest (the
"FINAL DATE").
4.14 For the avoidance of doubt, it is hereby understood that this
Memorandum contains guiding principles only, which were agreed upon
by the parties, and does not sum up all the understandings and issues
that shall be regulated in the Final Contract and/or the Full and/or
Partial Voting Agreements as these shall be finalized by and between
the parties and/or by the Arbiter (as defined below) at the time of
signing of the Final Contract and the Full and Partial Voting
Agreements that shall be attached thereto.
5. LAPSE OF THE FINAL DATE
5.1 Should the parties fail to reach an agreed final text of the Final
Contract for any reason whatsoever until the Effective Date has
elapsed, the parties shall at such time approach Xx. Xxxxx Xxxxx, CPA
(the "ARBITER") and shall present to him the differences of opinion
that have arisen between them in regard to the formulation and/or
finalization of the Final Contract.
5.2 The parties shall present to the Arbiter on or about and no later
than 7 (seven) days after the lapse of the Effective Date the drafts
of the contracts between them. Additionally, each party shall at such
time submit to the Arbiter a list of issues that in its opinion must
be anchored in the Final Contract and the wording thereof, as well as
the reasons for its opposition to the issues that the other party
desires to include in the Final Contract, and the Arbiter shall
decide the aforesaid differences of opinion in accordance with the
principles of this Memorandum, provided, however, that his decision
as aforesaid shall be given to the parties as early as possible, and
by no later than 30 (thirty) days from the Effective Date.
5.3 The Arbiter shall not be obliged to give reasons for his decision,
and his decision as aforesaid shall be final and binding upon the
parties. The parties shall bear the Arbiter's expenses and fees in
equal portions between them.
6. ADDITIONAL PROVISIONS
In addition to the provisions set forth in this Memorandum, the
following provisions shall apply:
6.1 The parties shall use their best efforts to finalize the Final
Contract by the Effective Date.
6.2 Neither party shall be entitled to endorse and/or grant and/or
assign, in any manner, its rights and/or undertakings under this
Memorandum and/or the Final Contract and/or the Full Voting Agreement
and/or the Partial Voting Agreement, in whole or in part, save and
except for a case where a party is desirous to sell its entire
holdings in Formula shares to another assignee, subject to the
provisions of this Memorandum. In such case, the seller shall be
entitled, and at the request of the other party, shall be bound, to
assign all its rights and undertakings under the agreements specified
in the beginning of this clause.
For the avoidance of doubt, it is hereby understood that
assignment under this clause shall be subject to the
provisions of this Memorandum, including the provisions hereof
with respect to restrictions applying to the sale of Formula
shares by the parties.
Notwithstanding the first paragraph and the second paragraph
above, each party shall be entitled to sell and/or assign its
entire holdings in Formula's shares, accompanied by the
assignment of all its rights and undertakings under the
agreements specified in the beginning of this Clause 6.2, to a
company controlled by such party (the "SUBSIDIARY") with no
limitations applying to such sale, provided that for as long
as Formula's shares shall be held by the Subsidiary, the
Subsidiary shall remain under the control of the assigning
party until the Final Date has elapsed.
7. TAXES
Each party shall bear all taxes applying to it by law.
8. MISCELLANEOUS
8.1 Any modification, amendment, detraction or supplement to this
Memorandum shall not be valid unless made expressly in writing and
signed by all parties to this Memorandum.
8.2 The approval of Iscal's board of directors, pursuant whereto all
approvals required by Iscal's organs for the transaction contemplated
hereunder have been received, is attached as an appendix to this
Memorandum and forms an integral part hereof.
8.3 Notices under this Memorandum shall be made in writing to the
addresses of the parties set forth in the Preamble hereto. Any notice
sent by one party to the other shall be deemed to have reached its
destination if delivered by hand - at the time of delivery, if sent
by registered mail - 72 hours after having been sent, and if sent by
facsimile transmission - within one business day of having received
confirmation of the proper transmission of the message, all provided
that the notice was received on a business day, and if not, on the
first business day falling thereafter.
IN WITNESS WHEREOF THE PARTIES HAVE SIGNED:
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XXXXX XXXXXXXXX ISCAL HOLDINGS LTD.
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