SHARE PURCHASE AGREEMENT NUR MACROPRINTERS LTD.
Exhibit
11
NUR
MACROPRINTERS LTD.
This
Share Purchase Agreement is entered into as of the 26th
day of
February, 2008, by and between:
| 1. |
Meitav
Investment Management Ltd., an
Israeli company no. 510831175,
organized under the laws of the State of
Israel,
|
4
Xxxxxxxxx St., Museum Tower, Tel-Aviv
Attn:
Chen
Amrani
Fax:
00-0000000
(the
"Seller");
On
the one side
AND
| 2. |
Xxxxx
Joint Investments (2005) Limited
Partnership,
an Israeli limited partnership no. 00-000000-0, organized under the
laws
of the state of Israel,
|
4
Xxxxxxxxx St. - Museum Tower fl. 14. Tel Aviv
Attn:
Xxxx
Xxxxx
Fax:
00-0000000
(hereinafter:
"Xxxxx" or the "Purchaser")
On
the other side
Recitals
| WHEREAS |
the
Seller holds 520,500
(five
hundred two thousand, five hundred)) Ordinary Shares, par value NIS
1.00
per share (hereinafter: the "Shares")
of Nur Macroprinters Ltd., a company no. 00-000000-0, organized under
the
laws of the state of Israel (hereinafter: the "Company");
|
| WHEREAS |
the
Seller wishes to sell its shares to the Purchaser;
and
|
| WHEREAS |
Xxxxx
wishes to acquire the shares, on the terms as set forth
herein.
|
NOW
THEREFORE,
the
parties agree as follows:
1 RECITALS
AND
HEADINGS
| 1.1. |
The
recitals, schedules, appendices, annexes and exhibits hereto form
an
integral part of this Agreement.
|
| 1.2. |
The
paragraph headings are for the sake of convenience of reference only
and
shall not affect the interpretation of this
Agreement.
|
2.
PURCHASE
AND SALE OF THE SHARES
The
Seller hereby agrees to sell the Shares to Xxxxx, and Xxxxx hereby agrees to
purchase from the Seller the Shares. The Shares are registered in an account
of
the Seller held at Mizrahi Tefahot Bank Ltd. and First International Bank Ltd..
3. THE
CONSIDERATION
In
consideration for the Shares, the Purchaser will pay to the Seller, $0.75 USD
per Share, and in the aggregate $390,375 (three hundred ninety thousand, three
hundred seventy five USD) (hereinafter: the "Consideration").
The
Consideration will be paid as follows:
| (a) |
Upon
signature of this Agreement, the Purchaser shall pay the Seller a
total
sum equal to$ 5% (five per cent) of the Consideration as an irrevocable
down payment on the account of the Consideration. Should Xxxxx not
transfer the balance of the Consideration within 30 days from the
date of
this Agreement, said down payment will be appropriated by the Seller,
and
shall be the property of the
Seller.
|
| (b) |
Xxxxx
will pay the Seller the balance of the Consideration (i.e.
the Consideration, less the down payment), at the Closing Date. The
Closing Date shall be on the date on which all the following shall
have
occurred, unless otherwise determined by the
Seller:
|
| (1) |
The
Purchaser notified the Seller, in writing, at least one business
day prior
to the Closing Date that it intends to consummate the purchase of
the
Shares, while specifying the Closing Date in such
notice.
|
| (2) |
The
Closing Date will be a business day on which the shares are usually
traded
on the NASDAQ Stock Exchange and the Israeli banks are open, during
the
business hours of the Seller.
|
| (3) |
The
Purchaser paid to the Seller the entire amount of the Consideration,
in
accordance with Section 4 below.
|
| (4) |
The
Closing Date will be within 30 days of the date hereof.
|
| (c) |
On
the Closing Date, the Seller will transfer the Shares to Xxxxx, and
Xxxxx
will receive the Shares in an off- market securities
sale.
|
| (d) |
Subject
to performance of this Agreement in accordance with its terms, the
parties
agree to execute any customary document, as may be reasonably necessary
for the finalization of the transaction, as required by any party
or
Mizrahi Tefahot Bank Ltd. and First International Bank Ltd. or under
applicable law.
|
| 4 |
MANNER
OF PAYMENT
|
The
payment of the Consideration will be in US Dollars, by way of wire transfer
to a
bank account designated by the Seller for such purpose. Immediately upon receipt
of the Consideration, the Seller shall cause the Shares to be transferred to
an
account designated by the Purchaser for such purpose.
| 5 |
REPRESENTATIONS
AND WARRANTIES OF THE
SELLER
|
The
Seller, hereby represents and warrants to the Purchaser as of the date hereof
and the Closing Date, as follows:
2
|
3.1
|
Ownership
of Shares. The Seller is the sole beneficial owner of the Shares,
the
Shares are held in accounts with Mizrahi Tefahot Bank Ltd. and
First
International Bank Ltd. for the sole benefit of the Seller, and
the Seller
has good and valid title to the Shares free and clear of all
Encumbrances.
“Encumbrances” shall mean mortgages, charges, pledges, security interests,
liens, encumbrances, actions, claims, demands, voting trusts,
voting
agreements or rights of first offer or refusal arising from any
agreement
to which the Seller is a party or from any action taken by on
or behalf of
the Seller, all other than agreements, instruments or actions
known to the
Company.
|
| 3.2 |
Adequacy
of Purchase Price.
The Seller is aware that the Purchaser in the future may generate
greater
value with respect to the Shares than the Seller will receive for
such
Shares pursuant to this Agreement, especially since the Purchaser
is a
member of the controlling group of the Company and the Shares may
be added
to the control block. The Seller is also aware that the Purchaser
may
purchase Shares of the Company from other shareholders of the Company,
including large shareholders, either alone or together with other
purchasers, for consideration that may exceed the consideration payable
pursuant to this Agreement and/or pursuant to other terms and conditions
that may be more favorable to the sellers than the terms and conditions
of
this Agreement. The Purchaser represents that the price per Share
at which
the Purchaser may purchase such Shares during the 30-day period commencing
on the date of this Agreement shall not exceed the price per Shares
payable from the Seller, other than purchases of Shares representing
a
controlling interest of the sellers thereof. Subject to the preceding
representation of the Purchase, the Seller waives any right to receive
any
consideration for selling its Shares to the Purchaser (other than
the
consideration specifically payable pursuant to this Agreement) and
waives
any possible claim against the Purchaser with respect to the fairness
of
the purchase price payable
hereunder.
|
| 3.3 |
Disclaimer.
Other than the representations and warranties expressly stated above,
the
Seller does not make and hereby disclaims any and all representations
and
warranties with respect to the Shares and the transactions contemplated
hereby. For the avoidance of doubt, it is hereby acknowledged that
the
Seller makes no representations or warranties with respect to the
Company.
|
| 6 |
REPRESENTATIONS
AND WARRANTIES OF THE
PURCHASER
|
| 6.1 |
The
Purchaser hereby represents and warrants that it is aware that the
Shares
will not be transferred to it until the aggregate amount of
the Consideration
is transferred to the Seller's bank
accounts.
|
| 6.2 |
Since
the Purchaser is a member of the controlling group of the Company
and is
therefore aware of the legal, financial and business status and affairs
of
the Company, the Purchaser has not found it necessary to conduct
any “due
diligence” examination of the Company. Further, the Purchaser has
expressly waived the receipt of any warranties and representations
from
the Seller as to the Company. The Purchaser waives any right to rescind
this Agreement and/or to obtain any refund or reduction in the
consideration to be paid to the Seller hereunder for the Shares and
waives
any possible claim against the Seller with respect to the fairness
of the
purchase price payable hereunder, even in the event that following
the
Closing any additional or new facts shall come to the attention of
Purchaser regarding the Company of which the Purchaser may not have
been
aware at time of execution of this
Agreement.
|
3
| 6.3 |
The
Purchaser hereby represents and warrants that it agrees that
other than
the representations and warranties set forth in Section 5 above
and the
covenants of the Seller set forth in this Agreement, (i) the
Shares will
be transferred to Purchaser AS IS, and (ii) it hereby expressly
waives,
absolutely and irrevocably, any demands, claims, rights, obligations,
damages and liabilities of any nature whatsoever against the
Seller in
connection therewith or with respect to the sale hereunder and
the Company
and hereby releases and forever discharges the Seller from any
such
demands, claims, rights, obligations, damages and liabilities.
|
| 6.4 |
The
Purchaser hereby represents and warrants that there is no
legal or other
restriction, encumbrance, hindrance or cause preventing it
from executing
this Agreement and performing the transactions contemplated
hereunder,
inter
alia
preventing it from purchasing the Shares, and that it has
retained all
approvals and authorizations required by law, regulation
or contract
required or recommended to fulfill all of its commitments
and obligations
hereunder, including, to purchase the Shares, and that the
execution of
this Agreement will not violate any law, including, without
limitation,
any securities laws.
|
7. MISCELLANEOUS
| 7.1 |
Delays
or Omissions; Waiver
No
failure on the part of any Person to exercise any power, right,
privilege
or remedy under this Agreement, and no delay on the part of any
party in
exercising any power, right, privilege or remedy under this Agreement,
shall operate as a waiver of such power, right, privilege or remedy.
No
omission or delay to exercise any right, power, or remedy accruing
to any
party hereto upon any breach or default by the other under this
Agreement
shall impair any such right, or remedy nor shall it be construed
to be a
waiver of any such breach or default, or any acquiescence therein
or in
any similar breach or default thereafter
occurring.
|
| 7.2 |
Governing
Law
It
is agreed that the Agreement and all circumstances related hereto
shall be
governed by and construed in accordance with the laws of the
state of
Israel. Any disputes in connection with the performance of this
agreement
and related to the circumstances hereof, shall be resolved solely
by Tel
Aviv - Jaffa courts.
|
| 7.3 |
Communications
The
parties' addresses for the matters of this agreement are as
set above at
the beginning of this Agreement. Any notice so addressed shall
be deemed
to be given: if delivered by hand or facsimile, on the date
of such
delivery (of if such date is not a business day, on the next
business
day); if mailed by courier, on the second business day following
the date
of such mailing; and if mailed by registered or certified mail,
on the
fifth business day after the date of such
mailing.
|
4
| 7.4 |
Further
Assurances
Each
of the parties shall promptly execute such documents and
other papers and
take such further actions as may be reasonably required
or desirable to
carry out the provisions hereof and the transactions contemplated
hereby.
|
| 7.5 |
Withholding
Tax
The
Purchaser shall be entitled to deduct and withhold from
the Consideration
otherwise payable pursuant to this Agreement to the Seller
the amounts
required to be deducted and withheld under any applicable
law, provided,
however, that if the Seller obtains a tax ruling and/or
exemption from any
applicable governmental authority in a form reasonably
satisfactory to the
Purchaser, deduction and withholding of any amounts under
the tax laws of
such governmental authority’s jurisdiction shall be made only in
accordance with the provisions of such ruling and/or
exemption. To the
extent that amounts are so withheld by the Purchaser,
such withheld
amounts (i) shall be remitted by the Purchaser to the
applicable
governmental authority, and (ii) shall be treated for
all purposes of this
Agreement as having been paid to the Seller in respect
of which such
deduction and withholding was made by the
Purchaser.
|
| 7.6 |
Counterparts
This
Agreement may be executed in one or more counterparts,
each of which shall
be deemed an original and all of which together shall
be considered one
and the same agreement.
|
| 7.7 |
Remedies
In
addition to being entitled to exercise all rights
provided herein or
granted by law, including recovery of damages,
the Purchaser and the
Seller will be entitled to specific performance
under this
Agreement.
|
| 7.8 |
No
Third-Party Beneficiaries
Except
as otherwise set forth expressly herein, this Agreement
shall not confer
any rights or remedies upon any Person other than the
parties hereto and
their respective successors and permitted
assignees.
|
5
IN
WITNESS WHEREOF,
this
Agreement has been duly executed by:
|
Meitav
Investment Management Ltd.
By:
/s/
Xxxxx Xxxxxx
Name:
Xxxxx Xxxxxx
Title:
Authorized Signatory
|
Xxxxx
Joint Investments (2005)
Limited
Partnership
By:
Xxxxx Investments Ltd.
Its
General Partner
By:
/s/
Ran Xxxxxxxx
Name:
Ran Xxxxxxxx
Title:
Director
By:
/s/
Xxxxxxx Xxxxxxx
Name:
Ran Xxxxxxxx
Title:
Director
|
6
