DORI ENERGY SHAREHOLDERS AGREEMENT
Exhibit 4.16
XXXX ENERGY SHAREHOLDERS AGREEMENT
1. Preliminary Note
The Shareholders Agreement (the “Shareholders Agreement”) among U. Xxxx Group Ltd. (“Xxxx”), Ellomay Clean Energy Ltd. (“Ellomay Energy”) and U. Xxxx Energy Infrastructures Ltd. (“Xxxx Energy”) was executed on November 25, 2010.
2. Main content of the agreement
The Shareholders Agreement sets forth the respective and reciprocal rights and obligations of the shareholders of Xxxx Energy in their capacity as shareholders, and includes certain restrictions with respect to the sale and\or purchase of shares of Xxxx Energy, including: (i) a restriction period commencing from the closing date of Ellomay Energy’s investment in Xxxx Energy (January 27, 2011) and terminating two (2) years after the completion and delivery of the Dorad Energy Ltd. (“Dorad”) private natural gas operated power plant in Ashkelon, Israel (the "Restriction Period") throughout which the sale of Xxxx Energy shares by Ellomay Energy and\or Xxxx is not allowed other than to a permitted transferee of such shareholder, (ii) reciprocal Rights of First Refusal applicable as of the termination of the Restriction Period, (iii) reciprocal Tag Along rights applicable as of the termination of the Restriction Period, and (iv) restrictions on the imposition of liens and other third party rights with respect to the shares of Xxxx Energy.
The Shareholders Agreement also sets forth a mechanism with respect to the nomination of members of the board of directors of Xxxx Energy ("Directors") and the proceedings at Xxxx Energy's board meetings. The board of directors of Xxxx Energy shall include four (4) Directors - two (2) Directors shall be nominated by each of Xxxx and Ellomay Energy (the number of Directors nominated by each shareholder may be adjusted in accordance with certain changes in the holdings in Xxxx Energy).
1 The original language version is on file with the Registrant and is available upon request.
Furthermore, the Shareholders Agreement sets forth agreements with respect to:
|
|
(1)
|
special majorities that are required for the passage of the following resolutions in the board and\or general meeting of Xxxx Energy, or a subsidiary thereof – (a) voluntary dissolution of Xxxx Energy, (b) material changes in the business of Xxxx Energy, (c) issuance of shares and\or any instrument convertible into shares of Xxxx Energy other than in accordance with the Investment Agreement entered into among Xxxx, Xxxx Energy and Ellomay Energy on November 25, 2010, (d) sale, transfer and\or termination of the majority of Xxxx Energy's assets or a material change with respect to such assets, (e) the imposition of liens and\or charges on the assets and\or rights of Xxxx Energy, other than in accordance with the credit facility agreement among Dorad and a consortium lead by Bank Hapoalim Ltd. (the “Financing Agreement”), (f) the consolidation, merger or reorganization of Xxxx Energy, (g) the entry into an agreement the value or impact or potential value or impact of which exceeds, in the aggregate, 1,000,000 USD, (h) material changes in the Financing Agreement and\or the shareholders agreement of Dorad, (i) transactions of Xxxx Energy with related parties, (j) the approval of Xxxx Energy's annual budget and business plan, (k) the performance of any distributions by Xxxx Energy, (l), the appointment and employment terms of Xxxx Energy's officers, and (m) the appointment and employment terms of Xxxx Energy's auditors;
|
|
|
(2)
|
a separation mechanism between Xxxx and Ellomay Energy;
|
|
|
(3)
|
the purchase, by Xxxx Energy, of additional shares of Dorad; and
|
|
|
(4)
|
dividend distribution policies in Xxxx Energy.
|
