EXHIBIT 4.6
REGISTRATION RIGHTS AGREEMENT
by and among
TAT Technologies Ltd.
and
TA-TOP, Limited Partnership
JUNE 15, 2004
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REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "Agreement") is made as of the 15th day
of June, 2004, by and among: (i) TAT Technologies Ltd. (the "Company"), an
Israeli company whose shares are traded on Nasdaq, and (ii) TA-TOP, Limited
Partnership (including its Permitted Traansferees and Assignees (as such terms
are defined below), the "Investor"), a limited partnership wholly owned by (x)
TA-TEK Ltd., an Israeli private company, wholly owned by FIMI Opportunity Fund,
L.P., a limited partnership formed under the laws of the State of Delaware, and
by (y) FIMI Israel Opportunity Fund, Limited Partnership, a limited partnership,
registered in Israel ("FIMI").
WITNESSETH:
WHEREAS, the Investor is the holder of 857,143 Ordinary Shares of the Company,
nominal value NIS 0.90 and certain warrants to purchase Ordinary Shares of the
Company, nominal value NIS 0.90, constituting an aggregate of approximately
15.5% of the Company's issued share capital.
WHEREAS, the Investor and the Company desire to set forth certain matters
regarding the registration rights of the shares of the Company held by the
Investor.
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth
herein, the parties hereby agree as follows:
1. DEFINITIONS; EFFECT OF AGREEMENT.
Definitions. As used herein, the following terms have the following
meanings:
"Commission" means the United States Securities and Exchange Commission, or
any other federal agency at the time administering the Securities Act.
"Control" means direct or indirect ownership of more than 50% of the equity
or voting capital of an entity, or possession of the right and power to
direct the policy and management of such entity.
"Form F-3" means Form F-3 under the Securities Act, as in effect on the
date hereof or any registration form under the Securities Act subsequently
adopted by the Securities and Exchange Commission (the "SEC") which permits
inclusion or incorporation of substantial information by reference to other
documents filed by the Company with the SEC.
"Holder" means any holder of Registrable Shares.
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"Ordinary Shares" means the Ordinary Shares of the Company, par value NIS
0.90, subject to a Reclassification Event.
"Permitted Transferee" shall mean a person or entity which receives shares
pursuant to the transfer of all or any of the shares held by TA-TOP,
Limited Partnership (the "Transferor") to: (i) its partners, (ii) the
shareholders or partners (as applicable) of such partners, (iii) any entity
controlled by, controlling, or under common control with either such
Transferor 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 TA-TOP, Limited Partnership; provided, that in the case of (i), (ii) and
(iii) above, such transferees are solely represented by FIMI 2001 Ltd.
pursuant to an irrevocable power of attorney for all purposes of this
Agreement.
"Person" means an individual, fund, company, unincorporated association,
trust, joint venture, governmental agency, or other entity, whether
domestic or foreign.
"Reclassification Event" means any share combination or subdivision
(split), bonus shares or any other recapitalization of the Company's
shares.
"Register", "registered" and "registration" refer to a registration
effected by filing a registration statement in compliance with the
Securities Act and the declaration or ordering by the SEC of effectiveness
of such registration statement.
"Registrable Shares" means Ordinary Shares held by the Investor and its
Permitted Transferees, any bonus shares and share dividends payable with
respect to such shares, and Ordinary Shares of the Company which hereafter
may be purchased or acquired by the Investor. Notwithstanding the
foregoing, Registrable Shares shall not include otherwise Registrable
Shares (i) sold to or through a broker or dealer or underwriter in a public
distribution or a public securities transaction, or (ii) which could be
disposed of, under applicable law, within three (3) months without
registration, pursuant to Rule 144.
"Rule 144" shall mean Rule 144 under the Securities Act or any successor or
similar rule as may be enacted by the Commission from time to time.
"Securities Act" means the United States Securities Act of 1933, as
amended.
2. INCIDENTAL REGISTRATION.
2.1. If, at any time the Company proposes to register any of its securities
for itself (the "Company's Securities") or for any other person, other
than (a) in a registration under Section 3 of this Agreement or (b) a
registration on Form S-8 or Form F-4, the Company shall give notice to
the Investor of such intention, at least 20 days prior to the filing
of the registration statement in connection with such registration.
Upon the written request of the Investor given within ten (10)
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days after receipt of any such notice, the Company shall include in
such registration (subject to Section 2.2 below) all of the
Registrable Shares indicated in such request of the Investor, so as to
permit the disposition of the shares so requested.
2.2. Notwithstanding any other provision of this Section 2, if the managing
underwriter selected by the Company or the initiating person, if any,
advises the Company in writing that in its opinion the number of
securities requested to be included in such registration exceeds the
number that can be sold in such offering without adversely affecting
such underwriter's ability to effect an orderly distribution of such
securities or materially affecting the contemplated price of such
securities, the Company will include in such registration: (i) first,
the Company's Securities; (ii) second, the number of Registrable
Shares requested to be included by the Investor, which in the opinion
of such underwriter, can be sold.
3. DEMAND REGISTRATION.
3.1. At any time the Investor may request in writing that all or part of
its Registrable Shares shall be registered under the Securities Act.
Thereafter, the Company shall, as promptly as practicable, and in any
event within 3 (three) months of the written request of the Investor,
make best reasonable efforts to effect the registration of all
Registrable Shares indicated in the written request by the Investor,
and any related qualification or compliance, on the form customarily
used for such purposes (a "Demand").
3.2. Following the date hereof, the Investor shall be entitled to an
aggregate of two (2) Demands.
3.3. Notwithstanding any other provision of this Section 3, no Demand shall
be binding on the Company if: (i) the Company has filed any
registration statement for the registration of its equity securities
(other than on a form S-8 or similar registration for employee shares)
within the previous one hundred and twenty (120) days, or (ii) the
anticipated proceeds from the sale of the shares to be included in the
Registration is less than Five Million United States Dollars
($5,000,000). In addition, if the Company shall furnish to the
Investor a certificate signed by the Chief Executive Officer of the
Company stating that, in the good faith judgment of the Board of
Directors, it would be detrimental to the Company for such
registration statement to be filed and it is therefore essential to
defer the filing of such registration statement, the Company shall
have the right to defer such filing for a period of not more than one
hundred and eighty (180) days after receipt of the request of the
Investor (the "Delay Period"). The Company agrees that it shall not
file any other registration statement on behalf of itself or any other
party during such Delay Period.
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3.4. Any registration proceeding begun pursuant to Section 3.1 that is
subsequently withdrawn at the request of the Investor shall not count
toward the quota of Demands set forth in Section 3.2 above, if such
withdrawal is based upon material adverse information relating to the
Company or its condition, business and prospects which is different
from that generally known to the Investor at the time of its request.
3.5. Notwithstanding any other provision of this Section 3, if the Investor
advises the Company , in writing, that in the managing underwriter's
opinion the number of securities requested to be included in such
registration exceeds the number that can be sold in such offering
without adversely affecting such underwriter's ability to effect an
orderly distribution of such securities or materially affecting the
contemplated price of such securities, the Company will include in
such registration the number of Registrable Shares requested by the
Investor to be included that, in the opinion of such underwriters, can
be sold, in the registration.
3.6. F-3 Registration. In any case that the Company shall receive from the
Investor a written request or requests that the Company effect a
registration on Form F-3 and any related qualification or compliance
with respect to Registrable Shares where the aggregate net proceeds
from the sale of Registrable Shares equal to at least three million
United States Dollars ($3,000,000) and the Company shall be entitled
to effect such registration under applicable law, the Company shall
effect such registration and all such qualifications and compliances
as may be so requested and as would permit or facilitate the sale and
distribution of all such Registrable Shares as are specified in the
request; provided, however, that the Company shall not be obligated to
effect any such registration, qualification, or compliance, pursuant
to this Section 3.6 if the Company has, within the eighteen (18) month
period preceding the date of such request, already effected one (1)
registration for the Investor pursuant to this Section 3.6.
The Company undertakes that it will, once having qualified for
registration on Form F-3, use its best efforts to comply with all
necessary filings and other requirements so as to maintain such
qualification for a period of two (2) years.
3.7. Black Out Periods. At any time when a registration statement effected
hereunder relating to Registrable Shares is effective, upon written
notice from the Company to the Investor that either: (i) the Board of
Directors of the Company, in its reasonable judgment, resolves that
the Investor's sale of Registrable Shares pursuant to the registration
statement would adversely interfere with any major acquisition,
corporate reorganization or other similar transaction involving the
Company (a "Transaction Blackout"); or (ii) the Company determines, in
the good faith judgment of the general counsel of the Company, that
the Investor's sale of Registrable Shares pursuant to the
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registration statement would require disclosure of material
information that the Company has a bona fide business purpose for
preserving as confidential or the Company is unable to comply with
Commission requirements and that such disclosure will be detrimental
to the Company (an "Information Blackout"); then the Investor shall
suspend sales of Registrable Shares pursuant to such registration
statement until the earlier of: (A) (1) in the case of a Transaction
Blackout, the earliest of (a) one month after the completion of such
acquisition, corporate reorganization or other similar transaction;
(b) promptly after abandonment of such acquisition, corporate
reorganization or other similar transaction; and (c) 120 days after
the date of the Company's written notice of Transaction Blackout; or
(2) in the case of an Information Blackout, the earlier of (a) the
date upon which such material information is disclosed to the public
or ceases to be material; and (b) 120 days after the Company makes
such good faith determination, and (B) such time as the Company
notifies the Investor that sale pursuant to such registration
statement may be resumed.
4. DESIGNATION OF UNDERWRITER.
4.1. In the case of any registration effected pursuant to Section 3, should
the offering be underwritten, the Company and the Investor shall
confer as to the selection of a managing underwriter. Should they fail
to reach agreement, the selection shall be made by the Investor.
4.2. In the case of any registration initiated by the Company under Section
2, the Company shall have the right to designate the managing
underwriter in any underwritten offering.
5. EXPENSES.
All expenses incurred in connection with any registration under Sections 2
or 3 shall be borne by the Company; provided, however, that the Investor
shall pay its pro rata portion of the discounts or commissions payable to
any underwriter and shall bear its own attorney's fees and disbursements.
6. INDEMNIFICATION AND CONTRIBUTION.
In the event of any registered offering of Ordinary Shares pursuant to this
Agreement:
6.1. The Company will indemnify and hold harmless, to the fullest extent
permitted by law, the Investor participating in a registration and any
underwriter who participates as an underwriter in such registered
offering, and each person, if any, who controls the Investor or such
underwriter, from and against any and all losses, damages, claims,
liabilities, joint or several, costs and expenses (including any
amounts paid in any settlement effected with the Company's
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prior written consent) to which the Investor or any such underwriter
or controlling person may become subject under applicable law or
otherwise, insofar as such losses, damages, claims, liabilities (or
actions or proceedings in respect thereof), costs or expenses arise
out of or are based upon (i) any untrue statement or alleged untrue
statement of any material fact contained in the registration statement
or included in the prospectus, as amended or supplemented, or (ii) the
omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein, in
the light of the circumstances in which they are made, not misleading,
and the Company will reimburse the Investor, any underwriter and each
such controlling person of the Investor or the underwriter, promptly
upon demand, for any reasonable legal or any other expenses incurred
by them in connection with investigating, preparing to defend or
defending against or appearing as a third-party witness in connection
with such loss, claim, damage, liability, action or proceeding;
provided, however, that the Company will not be liable towards the
Investor, the underwriter or controlling person to the extent that any
such loss, damage, liability, cost or expense arises out of or is
based upon an untrue statement or omission in such registration
statement or prospectus so made in conformity with information
furnished to the Company in writing by the Investor, such underwriter
or such controlling persons specifically for use in such registration
statement; provided, further, that this indemnity shall not be deemed
to relieve any underwriter of any of its due diligence obligations;
provided, further, that the indemnity agreement contained in this
Section 6.1 shall not apply to amounts paid in settlement of any such
claim, loss, damage, liability or action if such settlement is
effected without the consent of the Company, which consent shall not
be unreasonably withheld. Such indemnity shall remain in full force
and effect regardless of any investigation made by or on behalf of the
Investor, the underwriter or any controlling person of the
underwriter, and regardless of any sale in connection with such
offering by the Investor. Such indemnity shall survive the transfer of
securities by a Holder but in no event shall the Company pay more than
once in respect of any loss, damage, claim or liability; or (iii)
indemnification of the Investor against any violation or alleged
violation by the Company of the Securities Act of 1933, Securities
Exchange Act of 1934 or the state securities laws of individual U.S.
states.
6.2. The Investor participating in a registration will indemnify and hold
harmless the Company, any underwriter for the Company, and each
person, if any, who controls the Company or such underwriter, from and
against any and all losses, damages, claims, liabilities, costs or
expenses (including any amounts paid in any settlement effected with
the Investor's consent) to which the Company or any such controlling
person and/or any such underwriter may become subject under applicable
law or otherwise, insofar as such losses, damages, claims,
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liabilities (or actions or proceedings in respect thereof), costs or
expenses arise out of or are based on (i) any untrue statement or
alleged untrue statement of any material fact contained in the
registration statement or included in the prospectus, as amended or
supplemented, or (ii) the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances in
which they were made, not misleading, and the Investor will reimburse
the Company, any underwriter and each such controlling person of the
Company or any underwriter, promptly upon demand, for any reasonable
legal or other expenses incurred by them in connection with
investigating, preparing to defend or defending against or appearing
as a third-party witness in connection with such loss, claim, damage,
liability, action or proceeding; in each case to the extent; provided,
however, that the Investor shall be liable in any such case only to
the extent that any such loss, damage, liability, cost or expense
arises out of or is based upon an untrue statement or omission in such
registration or prospectus made in strict conformity with written
information furnished to the Company by the Investor specifically for
use in such registration statement; and provided, further, that this
indemnity shall not be deemed to relieve any underwriter of any of its
due diligence obligations; and provided, further, that the indemnity
agreement contained in this Section 6.2 shall not apply to amounts
paid in settlement of any such claim, loss, damage, liability or
action if such settlement is effected without the consent of the
Investor, as the case may be, which consent shall not be unreasonably
withheld. In any event, the indemnification obligations under this
Section 6.2 shall not exceed the net proceeds received by the Investor
pursuant to the public offering.
6.3. Promptly after receipt by an indemnified party pursuant to the
provisions of Sections 6.1 or 6.2 of notice of the commencement of any
action involving the subject matter of the foregoing indemnity
provisions, but in any event no fewer than ten (10) days before the
date designated in such notice as the date by which an answer must be
served (or such extension thereof, provided that the extension has
been granted in writing by the plaintiff and that no admission or
consent to jurisdiction or other waiver has been granted or implied by
the request for such an extension), such indemnified party will, if a
claim thereof is to be made against the indemnifying party pursuant to
the provisions of said Sections 6.1 or 6.2, promptly notify the
indemnifying party of the commencement thereof. In case such action is
brought against any indemnified party and it notifies the indemnifying
party of the commencement thereof, the indemnifying party shall have
the right to participate in, and, to the extent that it may wish,
jointly with any other indemnifying party similarly notified, to
assume the defense thereof with counsel reasonably satisfactory to
such indemnified party; provided, however, that if the defendants in
any action include both the indemnified party and the indemnifying
party and there is a conflict of interests which would
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prevent counsel for the indemnifying party from also representing the
indemnified party, the indemnified party or parties shall have the
right to select one separate counsel to participate in the defense of
such action on behalf of such indemnified party or parties. After
notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party will
not be liable to such indemnified party pursuant to the provisions of
said Sections 6.1 or 6.2 for any legal or other expense subsequently
incurred by such indemnified party in connection with the defense
thereof, unless (i) the indemnified party shall have employed counsel
in accordance with the provision of the preceding sentence, (ii) the
indemnifying party shall not have employed counsel reasonably
satisfactory to the indemnified party to represent the indemnified
party within a reasonable time after the notice of the commencement of
the action and within 15 days after written notice of the indemnified
party's intention to employ separate counsel pursuant to the previous
sentence, or (iii) the indemnifying party has authorized the
employment of counsel for the indemnified party at the expense of the
indemnifying party. No indemnifying party will consent to entry of any
judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to
such indemnified party of a release from all liability in respect to
such claim or litigation.
6.4. Contribution. If for any reason the foregoing indemnity is
unavailable, or is insufficient to hold harmless an indemnified party,
then the indemnifying party shall contribute to the amount paid or
payable by the indemnified party as a result of such losses, claims,
damages, liabilities or expenses (i) in such proportion as is
appropriate to reflect the relative benefits received by the
indemnifying party on the one hand and the indemnified party on the
other from the registration or (ii) if the allocation provided by
clause (i) above is not permitted by applicable law, or provides a
lesser sum to the indemnified party than the amount hereinafter
calculated, in such proportion as is appropriate to reflect not only
the relative benefits received by the indemnifying party on the one
hand and the indemnified party on the other but also the relative
fault of the indemnifying party and the indemnified party as well as
any other relevant equitable considerations. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.
7. OBLIGATIONS OF THE COMPANY.
Whenever required under this Agreement to effect the registration of any
Registrable Shares, the Company shall, as expeditiously as possible:
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7.1. (i) prepare and file with the SEC a registration statement with
respect to such Registrable Shares and use its best efforts to cause
such registration statement to become effective, (ii) upon the request
of the Investor , keep a registration statement effective until the
earlier of (i) the distribution contemplated in the Registration
Statement has been completed, and (ii) the termination of 24 months.
7.2. prepare and file with the SEC such amendments and supplements to such
registration statement and the prospectus used in connection with such
registration statement as may be reasonably necessary to comply with
the provisions of the Securities Act with respect to the disposition
of all Registrable Shares covered by such registration statement.
7.3. furnish to the Investor a copy of the prospectus, including a
preliminary prospectus, in conformity with the requirements of the
Securities Act, and such other documents as it may reasonably request
in order to facilitate the disposition of Registrable Shares owned by
it.
7.4. in the event of any underwritten public offering, enter into and
perform its obligations under an underwriting agreement, in usual and
customary form, with the managing underwriter of such offering. The
Investor shall also enter into and perform its obligations under such
an agreement.
7.5. notify the Investor holding Registrable Shares covered by such
registration statement at any time when a prospectus relating thereto
is required to be delivered under the Securities Act of the happening
of any event as a result of which the prospectus included in such
registration statement, as then in effect, includes an untrue
statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then
existing.
7.6. cause all Registrable Shares registered pursuant hereunder to be
listed on the securities exchange on which similar securities issued
by the Company are then listed.
7.7. provide a transfer agent and registrar for all Registrable Shares
registered pursuant hereunder and a CUSIP number for all such
Registrable Shares, in each case not later than the effective date of
such registration.
7.8. take such action as is required under the securities laws of such
states of the United States as the Investor shall reasonably request;
provided, however, that the Company shall not be required to qualify
to do business as a foreign corporation, or to file any general
consent to service of process, in any state.
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7.9. furnish to the Investor, should the Investor request registration of
Registrable Shares pursuant to this Agreement, on the date that such
Registrable Shares are delivered to the underwriters for sale in
connection with a registration pursuant to this Agreement, if such
securities are being sold through underwriters, or, if such securities
are not being sold through underwriters, on the date that the
registration statement with respect to such securities becomes
effective, (i) an opinion, dated such date, of the counsel
representing the Company for the purposes of such registration, in
form and substance as is customarily given to underwriters in an
underwritten public offering, addressed to the underwriters, if any,
and to the Investor and (ii) a letter dated such date, from the
independent certified public accountants of the Company, in form and
substance as is customarily given by independent certified public
accountants to underwriters in an underwritten public offering,
addressed to the underwriters, if any, and to the Investor.
8. CONDITIONS TO REGISTRATION OBLIGATIONS.
The Company shall not be obligated to effect the registration of
Registrable Shares pursuant to this Agreement unless the Investor consents
to the following conditions:
8.1. conditions requiring the Investor to comply with all applicable laws
(including Israeli law, to the extent applicable, the provisions of
the Securities Act and the Securities and Exchange Act (including, but
not limited to, the prospectus delivery requirements of the Securities
Act), and to furnish to the Company information about sales made in
such public offering;
8.2. conditions prohibiting the Investor upon receipt of telegraphic or
written notice from the Company that it is required by law to correct
or update the registration statement or prospectus from effecting
sales of the Registrable Shares until the Company has completed the
necessary correction or updating; and
8.3. conditions prohibiting the sale of Registrable Shares by the Investor
during the process of the registration until the Registration
Statement is effective.
9. ASSIGNMENT OF REGISTRATION RIGHTS.
The Investor may assign its rights to cause the Company to register
pursuant to this Agreement all or part of its Registrable Shares to a
purchaser of at least 20% of the Ordinary Shares (each, an "Assignee") held
by the Investor (i.e. no more than five Assignees) or to a Permitted
Transferee if such person would hold such shares as restricted securities
and would not be able to dispose of such shares under Rule 144 within three
months from the date of such sale. The transferor shall, within twenty (20)
days after such transfer, furnish the Company with written notice of the
name and address
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of such transferee and the securities with respect to which such
registration rights are being assigned, and the transferee's written
agreement to be bound by this Agreement.
10. LOCK-UP AND OTHER REQUIREMENTS OF THE INVESTOR.
In any registration of the Company's shares pursuant to Sections 2 or 3
above, the Investor agrees that any sales of Registrable Shares may be
subject to a "lock-up" period restricting such sales for up to one hundred
and eighty (180) days, and the Investor will agree to abide by such
customary "lock-up" period of up to one hundred and eighty (180) days as is
required by the underwriter in such a registration and further agree to
execute such further documents as may be required by the underwriters to
effectuate such "lock-up". In addition, the Investor may not participate in
any underwritten registration hereunder unless such person (i) agrees to
sell such person's securities on the basis provided in any customary
underwriting arrangements and (ii) provides any relevant information and
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements, and other documents required under the terms of
such underwriting arrangements.
11. RULE 144.
The Company shall:
11.1. Make and keep available adequate current public information with
respect to the Company within the meaning of Rule 144(c) under the
Securities Act (or similar rule then in effect);
11.2. Furnish to the Investor forthwith upon request one of the following,
at the discretion of the Company (i) a written statement by the
Company as to its compliance with the informational requirements of
Rule 144(c) (or similar rule then in effect) or (ii) a copy of the
most recent annual or quarterly report of the Company; and
11.3. Use its best efforts to comply with all other necessary filings and
other requirements so as to enable the Investor and any transferee
thereof to sell Registrable Shares under Rule 144 under the Securities
Act (or similar rule then in effect).
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12. OTHER REGISTRATION RIGHTS
The Company shall not grant registration rights with respect to any
securities of the Company to any Person that are equalor superior to the
registration rights granted to the Investor pursuant to this Agreement,
except with the written consent of the Investor.
13. MISCELLANEOUS
13.1. Further Assurances. Each of the parties hereto shall perform such
further acts and execute such further documents as may reasonably be
necessary to carry out and give full effect to the provisions of this
Agreement and the intentions of the parties as reflected thereby.
13.2. Governing Law; Jurisdiction. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Israel;
provided, however, that with respect to maters specifically related to
the federal securities laws pf the United States, such laws shall
govern. All disputes arising under this Agreement or in connection
with the transactions hereunder shall be resolved between the parties
in good faith. If the parties hereto fail to agree within twenty (20)
days after a party shall have requested such Arbitration, the parties
shall select an arbitrator, by mutual agreement. The proceedings will
take place in Tel-Aviv, Israel. The arbitrator shall not be bound by
any judicial rules of evidence or procedure but shall be bound by the
substantive law of the State of Israel and will have to elaborate the
grounds of his/her decision. The arbitral award shall be final and
binding upon the parties, and judgment upon the award may be entered
in any court having jurisdiction, or application may be made to such
Court for a judicial acceptance of the award or for an order of
enforcement, as the case may be.
13.3. Successors and Assigns; Subject to the provisions contained in this
Agreement, the provisions hereof shall inure to the benefit of, and be
binding upon, the successors, assigns, heirs, executors, and
administrators of the parties hereto. None of the rights, privileges,
or obligations set forth in, arising under, or created by this
Agreement may be assigned or transferred, except as expressly set
forth in this Agreement.
Without derogating from the provisions of the previous paragraph, no
assignment or transfer under this Section 13.3 shall be made unless
the transferee agrees to be bound by all agreements binding upon the
transferor immediately prior to such transfer.
13.4. Entire Agreement. This Agreement constitutes the full and entire
understanding and agreement between the parties with regard to the
subject matter hereof.
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13.5. Amendments. Any term of this Agreement may be amended with the
written consent of the Investor and the Company.
13.6. Section Headings; Preamble. All article and section headings are
inserted for convenience only and shall not modify or affect the
construction or interpretation of any provision of this Agreement. The
preamble to this Agreement is incorporated herein and forms an
integral part of this Agreement.
13.7. Communications. All notices or other communications hereunder shall
be in writing and shall either be given in person, sent by registered
mail (registered international air mail if mailed internationally),
sent by an overnight courier service which obtains a receipt to
evidence delivery, or transmitted by facsimile transmission (provided
that written confirmation of receipt is provided), to the last known
address of the addressee or to such other address as such party shall
notify the others in writing. All notices and other communications
delivered in person or by courier service shall be deemed to have been
given as of three business days after sending thereof, those given by
facsimile transmission shall be deemed given twenty-four hours
following transmission, and all notices and other communications sent
by registered mail (or air mail if the posting is international) shall
be deemed given ten (10) days after posting.
13.8. Delays or Omissions. No delay or omission to exercise any right,
power, or remedy accruing to any party upon any breach or default
under this Agreement, shall be deemed a waiver of any such breach or
default. Any waiver, permit, consent, or approval of any kind or
character on the part of any party of any breach or default under this
Agreement, or any waiver on the part of any party of any provisions or
conditions of this Agreement, must be in writing and shall be
effective only to the extent specifically set forth in such writing.
All remedies, either under this Agreement or by law or otherwise
afforded to any of the parties, shall be cumulative and not
alternative.
13.9. Severability. If any provision of this Agreement is held by a court
of competent jurisdiction to be unenforceable under applicable law,
then such provision shall be excluded from this Agreement and the
remainder of this Agreement shall be interpreted as if such provision
were so excluded and shall be enforceable in accordance with its
terms; provided, however, that in such event this Agreement shall be
interpreted so as to give effect, to the greatest extent consistent
with and permitted by applicable law, to the meaning and intention of
the excluded provision as determined by arbitration.
13.10. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and
enforceable against the parties actually executing such counterpart,
and all of which together shall constitute one and the same
instrument.
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IN WITNESS WHEREOF, the parties have signed this Agreement as of the date first
hereinabove set forth.
TAT TECHNOLOGIES LTD.
By____________________
Name
Title
TA-TOP, Limited Partnership
By____________________
Name:
Title
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