EXHIBIT 4.5
Shareholders Agreement
SHAREHOLDERS AGREEMENT
THIS SHAREHOLDERS AGREEMENT (the "Agreement") is made and entered into as of
this 15th day of June, 2004 (the "Effective Date") by and among (a) TAT
Industries Ltd., a public Israeli company whose shares are traded on the
Tel-Aviv Stock Exchange ("TAT Industries"), and (b) TA-TOP, Limited Partnership,
a limited partnership registered under the laws of the State of Israel
("TATOP"). (Each of TAT Industries and TATOP shall be referred to herein as a
"Shareholder" or a "Party" and collectively the "Shareholders" or the
"Parties").
WHEREAS, TAT Technologies Ltd. (the "Company"), is an Israeli public
company, whose shares are traded on Nasdaq; and
WHEREAS, as of the Effective Date, TAT Industries holds [3,113,409]
Ordinary Shares nominal value NIS 0.90 each of the Company,
which represent [66.7%] of the Company's issued and
outstanding share capital as of the date hereof; and
WHEREAS, TATOP is a limited partnership wholly owned by (x) TA-TEK
Ltd., an Israeli private company ("TA-TEK"), wholly owned by
FIMI Opportunity Fund, L.P., a limited partnership formed
under the laws of the State of Delaware (the "Delaware Fund"),
and by (y) FIMI Israel Opportunity Fund, Limited Partnership,
a limited partnership, registered in Israel (the "Israeli
Fund" and, collectively with the Delaware Fund, the "Fund");
and
WHEREAS, on the date hereof, (a) TATOP and the Company are entering
into (i) a Share Purchase Agreement (the "SPA") pursuant to
which TATOP will purchase from the Company, at the Closing,
857,143 Ordinary Shares of the Company; (ii) a Credit Line
Agreement (the "Credit Line Agreement"), in the form
attached to the SPA; and (iii) a Warrant Agreement (the
"Warrant Agreement") in the form attached to the SPA; and
(b) two Engagement Agreements (the "Engagement Agreements")
have been signed between the Company and each of Xxxxxx
Xxxxxxxxxxx ("Ostersetzer") and Dov Zeelim ("Zeelim"). This
Agreement, together with the Credit Line Agreement, the
Warrant Agreement and the Engagement Agreements shall be
referred to herein as the "Investment Agreements".
WHEREAS, the Parties wish to set forth the terms and conditions
relating to their relationship as shareholders of the
Company, which terms and conditions shall automatically come
into effect as of the Closing; and
WHEREAS, the Investment Agreements will become effective upon the
consummation of the Closing as such term is defined in the
SPA.
NOW, THEREFORE, in consideration of the mutual promises contained in this
Agreement and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the Parties hereto agree that during the Term
(as defined in Section 12 hereunder)
Shareholders Agreement
the following provisions will apply:
1. Board of Directors of the Company
---------------------------------
The Shareholders shall vote all of the Ordinary Shares of the Company,
nominal value NIS 0.90 each (the "Ordinary Shares") now or hereafter owned
or controlled by them (including without limitation, Ordinary Shares owned
by them upon exercise of any options or warrants to purchase Ordinary
Shares or upon conversion of any other convertible securities of the
Company), whether beneficially or otherwise held by them, for the election
to the Company's Board of Directors (the "Board") of: (i) three members
(of whom at least one shall qualify as an "Independent Director" as such
term is defined under the rules applicable to companies listed on the
Nasdaq) who shall be designated by TATOP and (ii) six members (including
the two External Directors, as such term is defined in the Companies
Law-1999 (the "Companies Law"), that shall be designated by TAT
Industries.
The designating Party shall consult the other Party regarding the
nomination of any new Director; provided, however, that the final decision
with respect to the designation shall be made by the designating party and
the other party shall vote for such designee.
Subject to applicable law and the Company's Articles of Association, the
Party designating a Director shall also be entitled, from time to time, to
designate another person to replace such director; provided, however, that
TATOP may not replace the Independent Director more frequently than once a
year (unless such replacement is due to death or incapacity of the
Independent Director).
For the avoidance of doubt, no Shareholder, or any officer, director,
shareholder or employee of such Shareholder, makes any representation or
warranty as to the fitness or competence of the designee to the Board by
virtue of its execution of this Agreement or by voting in accordance with
the provisions of this Agreement. Each Shareholder (and the directors
designated by it) shall be solely responsible for the compliance of its
designee(s) with the requirements of applicable law relating to director's
competency (including, without limitations, the provisions of Sections
226, 227 and 228 of the Companies Law).
It is hereby clarified that the Management Fee payable to TATOP in
accordance with the provisions of the SPA shall cover any and all
remuneration (excluding out-of-pocket expenses) due to the Directors
designated by TATOP to the Board and the boards of directors of the
Company's subsidiaries but does not include reimbursement of expenses or
remuneration due to the Independent Director appointed by TATOP, who shall
be entitled to the same reimbursement of expenses or remuneration as shall
be payable to the Company's External Directors.
2. Board of Directors of TAT's Subsidiaries.
-----------------------------------------
The Shareholders shall direct the Directors designated by them (to the
extent permitted by applicable law) to cause the Board to appoint at least
one (1) director designated by TATOP to the board of directors of the
Company's US subsidiary, LIMCO Airepair, Inc., and of any other
subsidiaries controlled or which shall be controlled by the Company.
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Shareholders Agreement
3. Chief Executive Officer of the Company ("CEO"); Chairman of the Board.
----------------------------------------------------------------------
The Parties acknowledge that Ostersetzer is currently the Company's
Chairman of the Board and CEO and Zeelim is Vice Chairman of the Board and
the Company's President and Chief Operating Officer.
TATOP's prior written consent (which consent shall not be unreasonably
withheld) shall have to be obtained prior to the replacement of any of the
above-mentioned positions, provided, however, that such consent shall not
be required for the appointment of Zeelim as Chairman of the Board; and,
provided, further, that (i) Zeelim may not serve both as the CEO and
Chairman of the Board, and (ii) in the event that TATOP rejects the third
consecutive CEO candidate proposed by TAT Industries Xxxxx Xxxxxx of
Ernst&Young shall be appointed to determine whether or not TATOP's consent
to such candidates and any subsequent candidates was unreasonably
withheld.
4. Executive Committee
-------------------
The Shareholders shall direct the Directors designated by them (to the
extent permitted by applicable law) to cause the Board to form an
Executive Committee (the "Executive Committee"), which shall be comprised
of four members (of which one member shall be one of the directors
designated by TATOP). The Executive Committee shall convene at least twice
a month. For the avoidance of doubt it is hereby clarified that the
Executive Committee may not bind the Company in any way.
5. Voting Undertaking; Amendment of Interested Party Transactions; Restriction
on Sale of Company's Shares; Technology Transfer Agreement.
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5.1
5.1.1 To the extent required, TAT Industries hereby irrevocably
undertakes to vote in favor of the approval of the SPA and all
ancillary agreements attached thereto (including, but not
limited to, the Warrant Agreement, the Credit Line Agreement
and the Registration Rights Agreement (as such terms are
defied therein)) in the General Meeting of Shareholders of the
Company.
5.1.2. No amendment to the terms or conditions of the engagement of,
or other compensation to, Ostersetzer or Zeelim or any
affiliates thereof other than immaterial amendments which are
applied "across the board" to all other senior employees of
the Company, shall be effected without TATOP's prior written
consent.
5.1.3 TAT Industries hereby irrevocably waives, during the Term of
this Agreement, any and all rights which it may have to
receive payments from the Company in connection with the
Know-How arrangement described in footnote 18(9)(3) of TAT
Industries' financial statements for the fiscal year 2002.
Furthermore, TAT Industries hereby irrevocably undertakes that
the amounts due to the Company under the service arrangement
between TAT Industries and the Company set forth in the
Transfer Agreement between TAT Industries and the
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Shareholders Agreement
Company dated February 10, 2000, and all other terms and
conditions of such services arrangement shall remain
unchanged. For the avoidance of doubt, TAT Industries hereby
irrevocably undertakes not to exercise its right under Section
11.7 of the Transfer Agreement to terminate such services
arrangement and TATOP undertakes not to cause the Company to
terminate such services arrangement. The foregoing
undertakings shall remain in effect until the earlier to occur
of (i) the termination of the Term of this Agreement, (ii) the
date on which TAT Industries ceases to be a public company
(as such term is defined in the Companies Law), or (iii)
TAT Industries ceases to be in Control (as such term is
defined in the Companies Law) of the Company.
5.2. (i) TATOP shall be prohibited from selling or otherwise transferring
(except to its Permitted Transferees (as defined herein)) more than an
aggregate of 150,000 Ordinary Shares of the Company during the first two
years following the Closing (the "Lock-Up Period").
(ii) TAT Industries shall be prohibited from selling or otherwise
transferring (except to its Permitted Transferees (as defined herein)) any
Ordinary Shares of the Company during the Lock-Up Period; provided,
however, that should Ostersetzer and/or Zeelim transfer to TAT Industries
their right to sell shares of the Company (pursuant to that certain letter
delivered by them to TATOP on the Effective Date and attached hereto as
Exhibit 5.2), then TAT Industries shall be permitted to sell such number
of Company shares covered by the transferred right, all upon the terms and
conditions more fully set forth in said letter.
It is hereby clarified that any permitted sale of Company's Shares
according to this section 5.2 shall not be subject to the other Party's
rights of First Offer and/or Tag Along under section 7 below.
6. Discussions Prior to Meetings.
------------------------------
Subject to the provisions of applicable law, the Shareholders shall meet
regularly and in any event prior to each meeting of the Board of Directors
of the Company and General Meeting of Shareholders of the Company and will
review, discuss and attempt to reach a unified position with respect to
principal issues on the agenda of each such meeting such as approval of
TAT's annual budget, any merger or acquisition, sale of all or
substantially all of the Company's assets, granting of stock options,
creation of any debt (other than in the ordinary course of business),
distribution of dividends, etc.
7. Right of First Offer; Tag-Along
-------------------------------
(a) Following the termination of the Lock-Up Period under Section 5.2
above, if a Party (the "Selling Party") wishes to sell or otherwise
transfer Ordinary Shares of the Company (the "Offered Shares"), it shall
be required to first make an offer to the other Party (the "Offeree"), as
set forth below.
(b) The Selling Party shall send the Offeree a written offer (the "Offer")
in which the Selling Party shall specify the following information: (i)
the number of Offered Shares that the Selling Party proposes to sell or
transfer; (ii) a representation and warranty that the Offered Shares shall
be, at the time of their transfer, free and clear of Encumbrances; (iii)
the minimum price in United States dollars (the "Minimum Price") that the
Selling Party is
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Shareholders Agreement
prepared to receive for the Offered Shares in an immediate cash payment
transaction; and (iv) whether the Selling Party intends to sell the
Offered Shares by means of a "market trade". The Offer shall constitute an
irrevocable offer made by the Selling Party to sell to the Offeree the
Offered Shares all upon the terms specified in the Offer (including the
Minimum Price and the Payment Term Threshold) or, in the case TATOP is the
Offeree, to have such Offeree participate in such sale, all upon the terms
applicable to the Selling Party pursuant to the provisions of sub-section
(e) below.
(c) The Offeree may notify the Selling Party in writing (the "Response")
within 14 days of receipt of the Offer that it wishes to purchase all (but
not less than all) of the Offered Shares upon the terms specified in the
Offer. If the Offeree does not deliver the Response the Offeree shall be
deemed to have notified the Selling Party that it does not wish to buy the
Offered Shares.
(d) If the Offeree delivers a Response in accordance with the above
provisions, the Offered Shares shall become the property of the Offeree
and shall be delivered to the Offeree against payment of the consideration
as specified in the Offer. . The closing of such sale shall take place by
no later than 10 business days following the delivery of the Response. If
the Offeree does not deliver such Response, then the Selling Party may
sell the Offered Shares to any third party, provided that such sale is
consummated (i) within a 45 day period, (ii) at a price that is not lower
than that the Minimum Price, and (iii) if the Offer provides that the sale
shall have to be effected by means of "market trade", the Offered Shares
will be sold only via market trade.
(e) If TATOP is the Offeree, and it does not deliver a Response, but
wishes to sell its Ordinary Shares together with the Offered Shares
intended to be sold by T.A.T. Industries, TATOP shall, during such 14 day
period, have the right to notify T.A.T. Industries that it is exercising
its Tag Along Right pursuant to this sub-section (e) (the "Tag Along
Notice"). Following the Tag Along Notice, TATOP shall add to the Ordinary
Shares to be sold by T.A.T. Industries to a purchaser (the "Proposed
Purchaser") that number of Ordinary Shares which bears the same ratio to
the total number of Ordinary Shares held by TATOP, as the ratio that the
number of Offered Shares bears to T.A.T. Industries' total number of
Ordinary Shares on the date that the Offer Notice is delivered, and upon
the same terms and conditions under which T.A.T. Industries' Ordinary
Shares shall be sold. In the event that TATOP exercises its rights
hereunder, T.A.T. Industries must either (i) add such Ordinary Shares to
the Offered Shares being sold by it or (ii) at its sole discretion, reduce
the number of Ordinary Shares that it proposes to sell, in which case,
T.A.T. Industries and TATOP will contribute the identical portion of
Ordinary Shares relative to their total shareholdings in the Company on
the date the Offer Notice was delivered.
Notwithstanding the foregoing, without derogating from TAT Industries'
Right of First Offer, during the first five years following the Closing,
TATOP shall give TAT Industries the Tag-Along right described above in the
event that TATOP sells the Offered Shares, at a price per share that is
greater than US$23.00 (which price shall be subject to adjustment for
share splits, issuance of bonus shares or combinations of shares).
(f) Notwithstanding the foregoing, the provisions of this Section 7 shall
not apply (i) to any transfer of Ordinary Shares by a Shareholder to its
Permitted Transferees (as defined below),
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Shareholders Agreement
provided that any such Permitted Transferee shall acknowledge in writing
that it agrees to be bound by the provisions of this Agreement, as if it
were an original party to this part of the Agreement and, provided,
further, that FIMI 2001 Ltd. shall remain the exclusive representative
with respect to any Permitted Transferee of TATOP or (ii) to the transfer
of Ordinary Shares by a banking institution or holders of debentures that
have been issued by a Shareholder to the public or to "institutional
bodies" following the realization of a pledge, if any, over Ordinary
Shares held by the Shareholder.
For purposes of this Agreement, the term "Permitted Transferee" shall
mean:
(a) with respect to TATOP, (i) its partners, (ii) the
shareholders or partners (as applicable) of such partners, (iii) any
entity controlled by, controlling, or under common control with TATOP or
FIMI 2001 Ltd., or (iv) a banking institution for the benefit of which a
pledge was created over the Ordinary Shares of the Company held by TATOP;
provided, that in the case of (i), (ii) and (iii) above, such transferees
are solely and irrevocably represented by FIMI 2001 Ltd. pursuant to an
irrevocable power of attorney for all purposes of this Agreement; and
(b) with respect to TAT Industries, (i) to any of Ostersetzer or
Zeelim, their holding companies or their immediate family members (i.e.
spouses, children and the children's spouses), or (ii) an entity
controlled by, or under common control with or controlling TAT Industries;
or (iii) to TAT Industries' shareholders, if TAT Industries resolves to
distribute its entire holdings in the Company to its shareholders,
provided that the controlling holders of TAT Industries' shares shall
acknowledge in writing that they agree to be bound by the provisions of
this Agreement; or (iv) a banking institution or TAT Industries' security
holders (including as a result of a public offering) for the benefit of
which a pledge was created over the Ordinary Shares of the Company held by
TAT Industries.
(c) Notwithstanding the foregoing, except in connection with a
transfer to a Permitted Transferee, a transaction or a series of
transactions involving the sale of interests in TATOP and/or shares in
TA-TEK following which the Fund beneficially holds less than 50% of the
aggregate interests in both TATOP and TA-TEK, will be deemed as an offer
of all the Ordinary Shares held by TATOP at a Minimum Price equal to the
average closing price in NASDAQ during the last 30 trading days prior to
the above change of holding.
(d) Except with respect to the transfer of Ordinary Shares to
Permitted Transferees, and without derogating from the provisions and
rights contained herein, the Shareholders' rights under this Agreement may
not be assigned to transferees without the consent of the other
Shareholder.
8. Drag Along.
----------
Notwithstanding anything to the contrary set forth in this Agreement, in
the event that a Shareholder (the "Selling Shareholder") secures a bona
fide offer (the "Acquisition Offer") from any third party (the "Drag-Along
Acquirer ") to purchase all of the Ordinary Shares held by such Selling
Shareholder (and it is hereby clarified that for purposes of this Section
8 it shall also include the holdings of its Permitted Transferees) for
immediately available funds, at a price per Ordinary Share of at least US$
23.00 (the "Drag Along PPS"), and the Drag-Along Acquirer conditions the
Acquisition Offer on the acquisition of
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Shareholders Agreement
all the Ordinary Shares held at such time by the other Shareholder (the
"Drag-Along Party" which, for purposes of this Section 8 shall include
also the holdings of its Permitted Transferees), the Selling Shareholder
shall provide the Drag Along Party with written notice together with a
copy of the Acquisition Offer (the "Drag Along Notice") and the Drag Along
Party will be required to either (i) sell all of the Ordinary Shares then
held by it to the Drag-Along Acquirer, at the same price and upon the same
terms and conditions as those to which the sale by the Selling Shareholder
is subject under the Acquisition Offer, provided that the sale of all the
Ordinary Shares of the Selling Shareholder and the Drag Along Party shall
be consummated by no later than 90 days following the receipt of the Drag
Along Notice and, provided, further, that the Drag Along Party shall not
be required to make any representations or warranties, except for
customary representations regarding authorization and good and marketable
title to the shares being sold; or (ii) provide the Selling Shareholder
with written notice (the "Notice Extension") informing the Selling
Shareholder that it wishes to receive an Extension (the "Extension"). In
the event that an Extension Notice is delivered to the Selling
Shareholder, the Drag Along Shareholder shall be required, by no later
than three months following the receipt of the Drag Along Notice, to
arrange for the sale of all of the Ordinary Shares held by the Selling
Shareholder at a price per share that is not lower than the Drag Along
PPS, and under terms and conditions that are no less favorable to the
Selling Shareholder than those set forth in the Acquisition Offer or (b)
acquire, upon the termination of such three month period, the Ordinary
Shares then held by the Selling Shareholder, at a price per share equal to
the Drag Along PPS and upon terms and conditions no less favorable than
those set forth in the Acquisition Offer.
The Drag-Along PPS shall be adjusted for share splits, issuance of bonus
shares, or combinations of shares. No other adjustments (for dividend
distributions, market conditions or for any other reason) shall be made to
the Drag Along PPS.
9. Purchase of Additional Company Shares by TATOP
----------------------------------------------
TATOP hereby undertakes that without obtaining TAT Industries' prior
written consent, it and the Affiliated Entities (as defined below) shall
not, at any time during the term of this Agreement, purchase additional
shares of the Company (including by exercise of the Warrant under the
Warrant Agreement) such that its total holdings by TATOP and the Affiliated
Entities would exceed 35% of TAT's issued and outstanding share capital.
This undertaking refers to holdings by the following entities (the
"Affiliated Entities"): TA-TEK, the Fund (including, for the purpose of
clarity, the Delaware Fund and the Israeli Fund), FIMI 2001 Ltd., the
Managing General Partner of the Fund and any non public entity controlled by
each of them. For purposes of this Agreement, the terms "holding" and
"control" shall have the meaning ascribed to such term in Section 1 of the
Companies Law (which refers to the definition set forth in the Israeli
Securities Law - 1968).
10. Dividend Distribution.
----------------------
Subject to applicable law, during the term of this Agreement, the
Shareholders agree to direct the Directors designated by them (to the
extent permitted by applicable law) to cause the Company to distribute
annual dividends in an aggregate amount of at least 40% of the Company's
profits (as determined under Section 302(b) of the Companies Law) for each
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Shareholders Agreement
relevant year. The Shareholders' internal agreement under this Section 10
shall not be deemed to constitute a dividend policy of the Company.
Furthermore, the Shareholders may, by mutual consent, modify the foregoing
agreement between the Parties regarding dividend distributions without
being obligated to substantiate or explain any such modification to any
third party.
11. The Investment Agreements.
--------------------------
TAT Industries hereby agrees to vote all of the Ordinary Shares owned or
controlled by it, whether beneficially or otherwise held by it, in order
to cause the Company to adopt the Investment Agreements (excluding this
Agreement, which requires the approval of the General Meeting of TAT
Industries' Shareholders under the Israeli law). The Shareholders hereby
agree to vote all of the Ordinary Shares owned or controlled by them,
whether beneficially or otherwise held by them, in order to comply or, to
the extent applicable, to cause the Company to comply, with the provisions
and undertakings more fully set forth in the Investment Agreements.
12. Term.
----
This Agreement shall remain in effect until the seventh anniversary of the
Closing ("the Term"); provided, however, that during the Term, TAT
Industries may terminate this Agreement without liability, by providing
TATOP with written notice, at any time following the date on which TATOP
(together with its Permitted Transferees) holds less than 500,000 Ordinary
Shares and TATOP may terminate this Agreement without liability by
providing TAT Industries with written notice, as of the date on which TAT
Industries (together with its Permitted Transferees) holds less than
1,500,000 Ordinary Shares. The number of Ordinary Shares set forth in this
Section 12 shall be adjusted for any share splits, issuance of bonus
shares and combinations of shares.
It is hereby clarified that following the expiry of the Term or upon the
prior termination of this Agreement, neither Party shall be bound by any
of the provisions herein.
13 Miscellaneous.
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13.1. Notices. All notices required or permitted hereunder to be given
to a party pursuant to this Agreement shall be in writing and
shall be deemed to have been duly given to the addressee thereof
(i) if hand delivered, on the day of delivery, (ii) if given by
facsimile transmission, on the business day on which such
transmission is sent and confirmed, (iii) if given by air
courier, five business days following the date it was sent or
(iv) if mailed by registered mail, return receipt requested, two
business days following the date it was mailed, to such party's
address as set forth below or at such other address as such party
shall have furnished to each other party in writing in accordance
with this provision:
If to TAT Industries: TAT Industries Ltd. Industrial Xxxx, Xxxxx,
Xxxxxx, 00000
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Shareholders Agreement
PO Box. 80 (70750)
With a copy to: X. Xxxxxxxx & Xx.
0 Xxxxxxxxx Xxxxxx, Xxxxx-Xxx 00000
Facsimile: 00-0000000
Attn: Adv. X. Xxxxxxxx
If to TATOP: c/oTA-TEK, its general partner
c/o FIMI 2001 Ltd.
"Xxxxxxxxxx House"
00 Xxxxxx Xxxxx Xxxx
Tel: 00-0000000
Fax: 00-0000000
With a copy to: Xxxxxx X. Xxxx
Nascitz, Xxxxxxx & Co.
0 Xxxxx Xxxxxx, Xxx-Xxxx 00000
Xxxxxx
Tel:00-0000000/76
Fax:00-0000000
or to such other address as the parties may from time to time designate in
writing.
13.2. Waiver. Any waiver hereunder must be in writing, duly
authorized and signed by the party to be bound, and shall be
effective only in the specific instance and for the purpose
for which it was given. No failure or delay on the part of any
Shareholder in exercising any right, power or privilege under
this Agreement shall operate as a waiver thereof, nor shall
any single or partial exercise of any right, power or
privilege hereunder preclude any other or further exercise
thereof or the exercise of any other right, power or
privilege.
13.3. Entire Agreement. This Agreement, together with the Investment
Agreements (as defined in the TAT Purchase Agreement) and the
exhibits and the documents furnished by the parties hereto in
connection with the transactions contemplated herein
constitute the entire agreement among the parties hereto and
supersede any other agreement that may have been made or
entered into by any person relating to the transactions
contemplated by this Agreement.
13.4. Amendments This Agreement may be amended or modified in whole
or in part only by a duly authorized written agreement that
refers to this Agreement and is signed by the parties hereto.
13.5. Limitations on Rights of Third Parties. Nothing expressed or
implied in this Agreement is intended or shall be construed to
confer upon or give any person or entity (including the
Company and its other shareholders) other than the
Shareholders and their Permitted Transferees, any rights or
remedies under this Agreement.
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Shareholders Agreement
This Agreement shall not inure to the benefit of, and shall
not be enforceable by, any person or entity (including but not
limited to the Company) that is not a Party hereto.
13.6. Captions The captions in this Agreement are inserted for
convenience of reference only and shall not be considered a
part of or affect the construction or interpretation of any
provision of this Agreement.
13.7. Counterparts. This Agreement may be executed in counterparts
and by facsimile signature, each of which shall be deemed an
original, but all of which together shall constitute one and
the same instrument.
13.8. Governing Law This Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the
State of Israel. Any dispute arising under or with respect to
this Agreement shall be resolved exclusively in the
appropriate court in Tel Aviv, Israel.
13.9. Further Assurances The parties hereto shall execute and
deliver such additional documents and shall take such
additional actions (including without limitation procuring
such resolutions or regulatory approvals) as may be reasonably
necessary or appropriate to effect the provisions and purposes
of this Agreement and the consummation of the transactions
contemplated hereby.
13.10. Severability . If any provision of this Agreement is held by a
court of competent jurisdiction to be invalid, illegal or
unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected,
impaired or invalidated thereby.
13.11. Assignment. Except to the extent expressly permitted herein,
each Party may not assign any portion of its respective
rights, duties or obligations under this Agreement to any
other person, without the prior written consent of the other
Party.
IN WITNESS WHEREOF, the Shareholders shall have each caused this Agreement to be
duly executed as of the date first above written.
TAT Industries Ltd.
By________________________
Name______________________
Title_______________________
TATOP, Limited Partnership
By: TA-TEK Ltd., its general partner
By:_______________________
Name_____________________
Title______________________
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