EXHIBIT 1
Agreement
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Entered into in Ramat Gan as of the 9th day of May, 2010
By and between Internet Gold - Golden Lines Ltd.
Located at 2 Xxx Xxxxxxxx Street, Ramat Gan
(Hereinafter, the "Purchaser")
Of the first part;
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And ____________________________
ID No. ______________________
From ___________________
Hereinafter, the "Seller")
Of the second part;
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WHEREAS, __________ ordinary shares par value NIS 0.1 per share of B.
Communications Ltd. (hereinafter, the "Company") are being held in trust for the
Seller by Xxxx Xxxxx, CPA, from the Xxx Xxxx Accounting Firm (hereinafter, the
"Trustee"), which shares were issued to the Seller in accordance with the
Company's 2007 option plan (hereinafter, the "Sold Shares"); and
WHEREAS, the Seller wishes to sell the Sold Shares to the Purchaser, and the
Purchaser wishes to purchase the Sold Shares from the Seller, pursuant to the
terms of this Agreement, as set forth below;
NOW, THEREFORE, the parties stipulate and agree as follows:
1. Preamble
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1.1. The preamble and appendices hereto constitute an integral part hereof.
In case of a contradiction between the provisions of the Agreement and
the provisions of any of the appendices hereto, the provisions of the
Agreement shall prevail.
1.2. The sections and headings of this Agreement are for convenience only,
and are not to be considered in interpreting the Agreement.
2. Transaction
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As of the Closing Date (as defined below), the Seller shall sell the
Purchaser the Sold Shares and the Purchaser shall purchase the Sold Shares
from the Seller for an aggregate consideration of NIS __________
(hereinafter, the "Share Purchase Consideration"), subject to and in
accordance with the terms of this Agreement.
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3. Seller's Representations
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The Seller hereby represents and warrants towards the Purchaser as follows:
3.1. It is entitled to sell the Sold Shares and has not granted any third
party any rights in the Sold Shares, except for the holding of the
Sold Shares by the Trustee for the purpose of securing payment of the
tax related to the sale thereof, pursuant to the provisions of the
Income Tax Ordinance (New Version) (hereinafter, the "Ordinance") and
the regulations and rules promulgated thereunder, and except for the
Loan Agreement between the Purchaser and Seller dated April 28, 2010
(hereinafter, the "Loan Agreement").
3.2. It is authorized and permitted to enter into this Agreement and
perform its undertakings hereunder.
3.3. It is executing this Agreement of its own free will, without the
Seller having been given any advice by the Purchaser, the Company or
anyone on their behalf, regarding the worthiness of the sale of the
shares or regarding the tax implications of the sale of the shares.
The Seller is not entering into this Agreement on the basis of any
implicit or explicit representation of the Purchaser or anyone on its
behalf, with the exception of the representations explicitly provided
in Section 4 below, and it waives any argument or claim against the
Purchaser in connection with any other representation, as
aforementioned.
3.4. Any tax levied by law which shall apply to the sale of the Sold
Shares, shall be borne by the Seller and shall not be borne by the
Purchaser, directly or indirectly. If, for any reason, the Purchaser
is demanded to pay tax applying to the Seller, the Seller shall return
such amounts to the Purchaser immediately upon such demand.
4. Purchaser's Representations
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The Purchaser represents and warrants towards the Seller as follows:
4.1. It is authorized and permitted to execute this Agreement and perform
its undertakings hereunder.
4.2. It is purchasing the Sold Shares in as-is condition, without any
representation on the part of the Seller, with the exception of its
explicit representations in Section 3 above, and it waives any
argument or claim against the Seller in connection with any other
representation, as aforementioned. For the avoidance of doubt, it is
clarified that nothing in the foregoing derogates from the provisions
of Section 3.4 above.
4.3. It has the financial means to perform its undertakings hereunder.
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5. Consummation of the Transaction and Payment
of the Consideration for the Sold Shares
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As of the date of Closing of the share purchase transaction contemplated
hereunder, which shall occur on [May 9, 2010] (hereinafter, the "Closing
Date"), the Seller shall transfer to the Purchaser the Sold Shares free and
clear of any obligation, encumbrance or any other right of the Seller or a
third party, concurrently with and against payment of the Consideration, as
set forth in this Section below. For such purpose, all the actions set
forth below shall be performed on the Closing Date, and they shall be
regarded as having been performed simultaneously, and no action shall be
deemed to have been completed without the other actions having been
completed, as set forth below:
5.1. The Seller shall provide the Purchaser with a share transfer deed for
the Sold Shares, in the form attached hereto as Appendix A, signed by
the Trustee and a witness to his signature, as well as the share
certificate issued to the Trustee with respect to the Shares Sold.
5.2. The Purchaser and a witness to its signature shall sign the share
transfer deed (Appendix A).
5.3. The Purchaser shall pay the Seller the Share Purchase Consideration,
in the amount of NIS __________, as follows:
5.3.1. A total of NIS ________ shall be paid by way of repayment of
the loan which the Purchaser provided to the Seller under the
Loan Agreement (NIS ______ for the Loan principal, NIS ________
for the interest on the Loan and NIS _________ for the Value
Added Tax on the interest, which the Purchaser shall pay to the
VAT authorities).
For the avoidance of doubt, it is clarified that the said amounts
constitute a portion of the Share Purchase Consideration for all
intents and purposes. Nevertheless, it is clarified that the
parties have agreed that the amounts in this Section shall not be
transferred to the Seller, but shall be used for repayment of the
balance of the Loan in favor of the Purchaser, as set forth
above.
5.3.2. The Purchaser shall transfer the balance, in the amount of NIS
_______ to account no. _________ in Bank Leumi, branch no. ____,
in the Trustee's name (Xxx Xxxx Trust Company Ltd.), in trust for
the Seller (hereinafter, the "Seller's Trust Account").
6. Deduction of Tax and Trustee's Fees With Respect to the Sold Shares
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Out of the amount which the Purchaser is to deposit in the Seller's Trust
Account, as aforementioned, the Trustee shall deduct the tax amounts with
respect to the sale of the Sold Shares (which the Trustee shall transfer to
the tax authorities) and shall also deduct the Trustee's fees and expenses,
all as set forth in the Letter of Instructions to the Trustee, Appendix B
hereto.
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7. Miscellaneous and Notices
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7.1. This Agreement shall be governed by the laws of the State of Israel,
and the courts in the Tel Aviv District Court shall have sole and
absolute jurisdiction with respect to all matters pertaining to this
Agreement.
7.2. No modification, amendment, addition, waiver or non-exercise of a
right under this Agreement shall be valid unless set forth explicitly
in a document and signed by the parties.
7.3. The Seller may not assign its rights and obligations hereunder to any
third party.
7.4. The Seller undertakes to sign additional documents, to the extent
reasonably required to perform the actions set forth in this
Agreement.
7.5. The Seller undertakes to keep the contents of this Agreement and the
actual execution thereof confidential, and to refrain from disclosing
any information with respect hereto, except when such disclosure is
required by applicable law or upon the instructions of a competent
authority, provided that the Purchaser is provided prior notice and an
opportunity to prevent the disclosure (to the extent possible).
7.6. Notices in connection with this Agreement shall be in writing and
shall be sent via registered mail (with a request for confirmation of
delivery), or shall be delivered by hand to the parties' addresses
designated in the preamble hereto (or to any other address of which
written notice is provided to all parties to this Agreement), or shall
be transmitted by facsimile, and all such notices shall be deemed to
have been delivered upon the earlier of the following dates: upon the
actual delivery thereof (or upon being offered to the recipient, in
the event of its refusal to accept it) or seven (7) days after having
been sent by registered mail, provided that confirmation of delivery
is received, or 24 hours after having been transmitted by facsimile,
provided that confirmation is received from the sender's fax machine.
IN WITNESS WHEREOF, the parties hereto affix their signature:
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Internet Gold - Golden Lines Ltd. [The Seller]
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Trustee's Confirmation
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I hereby confirm that I shall act in accordance with the provisions of this
Agreement which pertain to me.
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Xxxx Xxxxx, CPA
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