REGISTRATION RIGHTS AGREEMENT
EXHIBIT
11
THIS REGISTRATION RIGHTS
AGREEMENT is made as of the 31st day of May, 2009, by and among Gilat
Satellite Networks Ltd., an Israeli company (the “Company”),
and York Capital Management, on behalf of funds and accounts managed by it
(collectively, “Shareholder”).
RECITALS
WHEREAS,
the Company and the Shareholder (by assignment from Bank Hapoalim B.M.) are
party to a letter agreement, dated April 1, 2004 ("Letter Agreement"), which,
among other things, grants to the Shareholder various rights to have Company
shares held by it registered under the Act (as defined below);
WHEREAS,
the Company and the Shareholder desire to enter into this Agreement to replace
the provisions of Section 5 of the Letter Agreement; and
WHEREAS,
in consideration of the premises and the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company and the Shareholder hereby agree as
follows:
NOW,
THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:
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1.
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Definitions
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For
purposes of this Agreement:
(a) The
term “Act” means
the Securities Act of 1933, as amended.
(b) The
term “Effectiveness
Date” means the 90th day
following the date hereof.
(c) The
term “Filing
Date” means the 30th day
following the date hereof.
(d) The
term “Form
F-3” means such form under the Act as in effect on the date hereof or any
registration form under the Act subsequently adopted by the SEC that permits
inclusion or incorporation of substantial information by reference to other
documents filed by the Company with the SEC.
(e) The
term “Holder”
means the Shareholder and any person owning or having the right to acquire
Registrable Securities or any assignee thereof in accordance with Section 10
hereof.
(f)
The term “1934 Act”
means the Securities Exchange Act of 1934, as amended.
(g) The
term “register,”
“registered”
and “registration”
refers to a registration effected by preparing and filing a registration
statement or similar document in compliance with the Act, and the declaration or
ordering of effectiveness of such registration statement or
document.
(h) The
term “Registrable
Securities” means: (i) any Ordinary Shares of the Company now held by a
Holder and (ii) any Ordinary Shares of the Company issuable upon exercise of any
warrant, option or other right now held by a Holder. As to any
Registrable Securities, once issued such securities shall cease to be
Registrable Securities when (i) they have been registered pursuant to the Act
and disposed of in accordance with the Registration Statement registering such
shares, (ii) they are is sold by Holder thereof in accordance with Rule 144
under the Act, (iii) five years from the Effectiveness Date or (iv) they cease
to be outstanding.
(i) The
number of shares of “Registrable
Securities then outstanding” shall mean the number of shares of Ordinary
Shares that are Registrable Securities and (i) are then issued and outstanding
or (ii) are then issuable pursuant to the exercise or conversion of then
outstanding and then exercisable options, warrants or convertible
securities.
(j) The
term “Rule
144” means Rule 144 promulgated by the SEC pursuant to the Securities
Act, as such Rule may be amended from time to time, or any similar rule or
regulation thereafter adopted by the SEC having substantially the same effect as
such Rule.
(k) The
term “SEC” means
the United States Securities and Exchange Commission.
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2.
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F-3
Registration
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On or
prior to the Filing Date, the Company shall prepare and file with the SEC a
“shelf” registration statement covering all the Registrable Securities for an
offering to be made on a continuous basis by the Holders. The
registration statement shall be on Form F-3. The Company shall use
its best efforts to cause the registration statement to be declared effective
under the Act, as promptly as possible after the filing thereof, but in any
event on or prior to the Effectiveness Date. Thereafter,
the Company undertakes to comply with all necessary filings and other
requirements so as to keep such registration statement continuously effective
under the Act until all the Registrable Securities covered by such Registration
Statement have been sold or may be sold without volume restrictions pursuant to
Rule 144 as determined by counsel to the Company pursuant to a written opinion
to such effect, addressed and acceptable to the Company’s transfer
agent.
2.1 If
the Holders of a majority of the Registrable Securities so elect, an offering of
Registrable Securities pursuant to the registration statement may be effected in
the form of an underwritten offering. In such event, the underwriter
will be selected by the Holders holding a majority of the Registrable Securities
to be registered and shall be reasonably acceptable to the
Company. In such event, the right of any Holder to include such
Holder’s Registrable Securities in such registration shall be conditioned upon
such Holder’s participation in such underwriting and the inclusion of such
Holder’s Registrable Securities in the underwriting (unless otherwise mutually
agreed by Holders holding a majority of the Registrable Securities to be
registered and such Holder) to the extent provided herein. All
Holders proposing to distribute their securities through such underwriting and
the Company shall enter into an underwriting agreement in customary form with
the underwriter or underwriters selected for such underwriting.
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2.2 In
the event of an underwritten offering, if the managing underwriter advises
the Holders in writing that in their opinion the amount of
Registrable Securities proposed to be sold in such underwritten offering exceeds
the amount that can be sold in such underwritten offering, then there shall be
included in such underwritten offering the number of Registrable Securities
which in the opinion of the managing underwriters can be sold, and such
number shall be allocated among all Holders thereof on a pro rata
basis based upon the total number of Registrable Securities then held by each
such Holder.
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2A.
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Demand
Registration
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2A.1 If
the Company shall receive a written request (the “Registration
Request”) at any time that a registration statement under Section 2 above
is not effective, from one or more Holders holding in the aggregate Registrable
Securities having a market value of at least $1 million as of the time of the
request to register under the Act, the Company shall:
(a) within
twenty (20) days of the receipt thereof, give written notice of such request to
all Holders; and
(b) use
its best efforts to cause a registration statement, covering all Registrable
Securities that the Holders request to be registered, to be declared effective
under the Act as promptly as possible after receipt of the Registration Request,
but in any event on or prior to the 90th day
after the Registration Request is deemed given to the Company, so as to permit
the resale thereof and in connection therewith shall prepare and file a
registration statement on such appropriate registration form of the SEC as shall
be available to the Company.
The
written request referred to in this Section 2A.1 shall (i) specify the number of
Registrable Securities intended to be offered and sold, (ii) describe the nature
and method of the proposed offer and sale thereof, and (iii) contain an
undertaking of the Holder(s) to provide all such information and materials and
take all such action as may be reasonably required in order to permit the
Company to comply with all applicable requirements of the SEC.
2A.2 If
the Holders initiating the registration request hereunder (the “Initiating
Holders”) so elect, an offering of Registrable Securities pursuant to the
registration statement may be effected in the form of an underwritten
offering. In such event, the underwriter will be selected by the
Initiating Holders holding a majority of the Registrable Securities to be
registered and shall be reasonably acceptable to the Company. In such
event, the right of any Holder to include such Holder’s Registrable Securities
in such registration shall be conditioned upon such Holder’s participation in
such underwriting and the inclusion of such Holder’s Registrable Securities in
the underwriting (unless otherwise mutually agreed by Initiating Holders holding
a majority of the Registrable Securities to be registered and such Holder) to
the extent provided herein. All Holders proposing to distribute their
securities through such underwriting and the Company shall enter into an
underwriting agreement in customary form with the underwriter or underwriters
selected for such underwriting and shall provide the underwriter or underwriters
with such ancillary underwriting documents and legal opinions as are
customary.
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2A.3
In the event of an underwritten offering, if the managing underwriter advises
the Initiating Holders in writing that in their opinion the amount of
Registrable Securities proposed to be sold in such underwritten offering exceeds
the amount that can be sold in such underwritten offering, then the Initiating
Holders shall so advise all Holders of Registrable Securities that would
otherwise be underwritten pursuant hereto and there shall be included in such
underwritten offering the number of Registrable Securities which in the opinion
of the managing underwriters can be sold, and such number shall be
allocated among all Holders thereof, including the Initiating Holders, on a pro
rata basis based upon the total number of Registrable Securities then held by
each such Holder.
2A.4 The
Company shall not be obligated to effect, or to take any action to effect, any
registration pursuant to this Section 2A:
(a) if
the Holders, together with the holders of any other securities of the Company
entitled to inclusion in such registration, propose to sell Registrable
Securities and such other securities (if any) at an aggregate price to the
public of less than $1,000,000; or
(b) in
any particular jurisdiction in which the Company would be required to qualify to
do business or to execute a general consent to service of process in effecting
such registration, qualification or compliance.
2A.5 At
any time after a registration statement filed pursuant to Section 2
or Section 2A has been declared effective by the SEC, the Company may delay the
disclosure of material non-public information concerning the Company the
disclosure of which at the time is not, in the good faith opinion of the Board
of Directors of the Company and its counsel, in the best interest of the Company
and, in the opinion of counsel to the Company, otherwise required (a “Grace
Period”); provided, that the Company shall promptly (i) notify the
Holders in writing of the existence of a Grace Period in conformity with the
provisions of this Section (provided that in each notice the Company will not
disclose the content of such material non-public information to the Holders,
unless requested) and the date on which the Grace Period will begin, and (ii)
notify the Holder in writing of the date on which the Grace Period ends; and,
provided further, that no Grace Period shall exceed fifteen (15) consecutive
days and during any three hundred sixty five (365) day period such Grace Periods
shall not exceed an aggregate of thirty (30) days and the first day of any Grace
Period must be at least two (2) trading days after the last day of any prior
Grace Period (each, an “Allowable Grace
Period”). For purposes of determining the length of a Grace
Period above, the Grace Period shall begin on and include the date the Holder
receives the notice referred to in clause (i) and shall end on and include the
later of the date the Holder receives the notice referred to in clause (ii) and
the date referred to in such notice.
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3.
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Incidental
Registration
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(a) If
the Company proposes to register for its own account any of its capital stock or
other securities under the Act in connection with the public offering of such
securities solely for cash (other than a registration relating solely to the
sale of securities to participants in a Company share option plan or a
transaction under Rule 145 of the Act), the Company shall, at such time,
promptly give each Holder written notice of such registration. Upon
the written request of each Holder given within twenty (20) days after mailing
of such notice by the Company in accordance with Section 11.5 the Company shall
use its best efforts to cause to be registered under the Act all of the
Registrable Securities that each such Holder has requested to be registered;
provided, however, that if, at
any time after giving written notice of its intention to register any securities
and prior to the effective date of the registration statement filed in
connection with such registration, the Company shall determine for any reason
not to register or to delay registration of such securities, the Company shall
give written notice of such determination and its reasons therefor to the
Holders, and (i) in the case of a determination not to register, shall be
relieved of its obligation to register any Registrable Securities in connection
with such registration and (ii) in the case of a determination to delay
registering, shall be permitted to delay registering any Registrable Securities,
for the same period as the delay in registering such other
securities.
(b) Any
registration by holders of Registrable Securities in a registration by the
Company shall be in accordance with the Company’s plan of
distribution.
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4.
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Obligations of the
Company
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In
connection with the Company’s registration obligations under this Agreement, the
Company shall:
4.1 Prepare
and file with the SEC a registration statement with respect to such Registrable
Securities, which (i) in the case of a filing of a registration statement under
Section 2 shall be on or prior to the Filing Date and (ii) in the case of a
filing of a registration statement under Section 2A shall be within thirty (30)
days after the Registration Request is deemed given to the Company, and cause
such registration statement to be declared effective under the Act (i) on or
prior to the Effectiveness Date, in the case of a registration statement filed
under Section 2 and (ii) on or prior to the 90th day
after the Registration Request is deemed given to the Company, in the case of a
registration statement filed under Section 2A, and keep such registration
statement effective (i) until all such Registrable Securities under such
registration statement are sold, in the case of a registration statement filed
under Section 2 or of registration statements on Form F-3 filed under Section 2A
that are intended to be offered on a continuous or delayed basis or (ii) for a
period of up to one hundred twenty (120) days or such earlier date as all such
Registrable Securities under such registration statement are sold, in the case
of other registration statements filed under Section 2A.
4.2 (i)
Prepare and file with the SEC such amendments, including post-effective
amendments, and supplements to such registration statement and the prospectus
used in connection with such registration statement as may be necessary to
comply with the provisions of the Act with respect to the disposition of all
securities covered by such registration statement and (ii) subject to section to
Section 2A.4, prepare and file with the SEC such amendments to the registration
statement filed under this Agreement as may be necessary to keep the
registration statement effective for the periods set forth in Section
4.1.
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4.3 Furnish
to the Holders such numbers of copies of a prospectus, including a preliminary
prospectus, in conformity with the requirements of the Act, and such other
documents as they may reasonably request to facilitate the disposition of
Registrable Securities owned by them.
4.4 Use
its best efforts to register and qualify the securities covered by such
registration statement under such other securities or Blue Sky laws of such
jurisdictions as shall be reasonably requested by the Holders; provided that the Company
shall not be required in connection therewith or as a condition thereto to
qualify to do business or to file a general consent to service of process in any
such states or jurisdictions, except as may be required by the Act.
4.5 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. Each Holder participating
in such underwriting shall also enter into and perform its obligations under
such an agreement.
4.6 Notify
each Holder of Registrable Securities covered by such registration statement at
any time (i) of any request by the SEC or any other Federal or state
governmental authority for amendments or supplements to the registration
statement filed pursuant to this Agreement or related prospectus or for
additional information; (ii) of the issuance by the SEC of any stop order
suspending the effectiveness of such Registration Statement covering any or all
of the Registrable Securities or the initiation of any proceedings for that
purpose; or (iii) when a prospectus relating thereto is required to be delivered
under the Act or 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.
4.7 Upon
the occurrence of any event contemplated by Section 4.6(iii), as promptly as
reasonably possible, prepare a supplement or amendment, including a
post-effective amendment, to the registration statement or a supplement to the
related prospectus or any document incorporated or deemed incorporated by
reference therein, and file any other required document, so that, as thereafter
delivered, neither the registration statement nor such prospectus will contain
an untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein, in light of
the circumstance under which they were made, not misleading.
4.8 Cause
all such Registrable Securities registered hereunder to be listed on the
securities exchanges on which similar securities issued by the Company are then
listed.
4.9 Comply
with all applicable rules and regulations of the SEC.
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4.10 Furnish,
at the request of any Holder requesting registration of Registrable Securities
pursuant to this Agreement, on the date that such Registrable Securities are
delivered to the underwriters for sale in connection with a registration
pursuant to Section 2, 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, 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 Holders requesting registration of Registrable
Securities.
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5.
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Furnish
Information
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It shall
be a condition precedent to the obligations of the Company to take any action
pursuant to Sections 2, 2A and 3 with respect to the Registrable Securities of
any selling Holder that such Holder shall furnish to the Company such
information regarding itself, the Registrable Securities held by it, and the
intended method of disposition of such securities as shall be required to effect
the registration of such Holder’s Registrable Securities.
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6.
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Expenses of
Registration
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The
Company shall bear and pay all expenses incurred in connection with any
registration, filing or qualification of Registrable Securities with respect to
the registrations under this Agreement for each Holder, including (without
limitation) all registration, filings and qualification fees, printers’ and
accounting fees and fees and disbursements of counsel for the Company and the
Underwriters, but excluding underwriting discounts and commissions and the fees
of counsel for each Holder with respect to Registrable Securities to be sold for
the account of the selling shareholders, as well as stock transfer taxes and
fees.
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7.
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Underwriting
Requirements
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If a
registration statement for which the Company gives notice pursuant to Section 3
is for an underwritten offering, then the Company shall so advise the Holders of
Registrable Securities. In such event, the right of any Holder’s
Registrable Securities to be included in a registration pursuant to Section 3
shall be conditioned upon such Holder’s participation in such underwriting and
the inclusion of such Holder’s Registrable Securities in the underwriting to the
extent provided herein. All Holders proposing to distribute their
Registrable Securities through such underwriting shall enter into an
underwriting agreement in customary form with the managing underwriter or
underwriter(s) selected for such underwriting. Notwithstanding any
other provision of this Agreement, if the managing underwriter(s) in such
registration determine(s) in good faith that marketing factors require a
limitation of the number of shares to be underwritten, then the managing
underwriter(s) may exclude shares (including Registrable Securities) from the
registration and the underwriting, and the number of shares that may be included
in the registration and the underwriting shall be allocated first, to the
Company, and second, to each of
the Holders requesting inclusion of their Registrable Securities in such
registration statement on a pro rata basis based upon the total number of
Registrable Securities then held by each such Holder. If any Holder
disapproves of the terms of any such underwriting, such Holder may elect to
withdraw therefrom by written notice to the Company and the underwriter,
delivered at least 20 business days prior to the effective date of the
registration statement. Any Registrable Securities excluded or
withdrawn from such underwriting shall be excluded and withdrawn from the
registration.
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8.
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Indemnification
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In the
event any Registrable Securities are included in a registration statement under
Agreement:
8.1 To
the extent permitted by law, the Company will indemnify and hold harmless each
Holder, and each of the officers, directors, agents, employees of such Holder or
any underwriter (as defined in the Act) for such Holder and each person, if any,
who controls such Holder or underwriter within the meaning of the Act or the
1934 Act, and the officers, directors, agents and employees of such controlling
person (collectively, the “Holder Indemnified Parties”),
from and against any losses, claims, damages, liabilities or costs (joint or
several) to which they may become subject under the Act, the 1934 Act or other
federal or state law, insofar as such losses, claims, damages, liabilities or
costs (or actions in respect thereof) arise out of, are based upon or relate to
any of the following statements, omissions or violations (collectively a “Violation”):
(i) any untrue statement or alleged untrue statement of a material fact
contained in such registration statement, including any preliminary prospectus
or final prospectus contained therein or any amendments or supplements thereto,
(ii) the omission or alleged omission to state therein a material fact required
to be stated therein, or necessary to make the statements therein not
misleading, or (iii) any violation or alleged violation by the Company of the
Act, the 1934 Act, any state securities law or any rule or regulation
promulgated under the Act, the 1934 Act or any state securities law; and the
Company will reimburse each such Holder Indemnified Party for any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however, that the
indemnity agreement contained in this subsection 8.1 shall not apply to amounts
paid in settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of the Company (which consent shall
not be unreasonably withheld), nor shall the Company be liable in any such case
for any such loss, claim, damage, liability or action to which a Holder
Indemnified Party becomes subject to the extent (and only to the extent) that
(i) such Violation occurs in reliance upon and in conformity with written
information regarding such Holder furnished by any such Holder Indemnified Party
to the Company expressly for use in connection with such registration or (ii)
such loss, claim, damage, liability or action is based on a failure of such
person to deliver or cause to be delivered the final prospectus contained in the
registration statement and furnished by the Company in accordance with Section
4.3, if such delivery is required by applicable law.
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8.2 To
the extent permitted by law, each selling Holder will indemnify and hold
harmless the Company, each of its directors, each of its officers who has signed
the registration statement, each person, if any, who controls the Company within
the meaning of the Act, any underwriter, any other Holder selling securities in
such registration statement and any controlling person of any such underwriter
or other Holder, against any losses, claims, damages, liabilities or costs
(joint or several) to which any of the foregoing persons may become subject,
under the Act, the 1934 Act or other federal or state law, insofar as such
losses, claims, damages, liabilities or costs (or actions in respect thereto)
arise out of or are based upon any Violation, in each case to the extent (and
only to the extent) that such Violation occurs in reliance upon and in
conformity with written information regarding such Holder furnished by such
Holder to the Company expressly for use in connection with such registration;
and each such Holder will reimburse any person intended to be indemnified
pursuant to this subsection 8.2 for any legal or other expenses reasonably
incurred by such person in connection with investigating or defending any such
loss, claim, damage, liability or action; provided, however, that the
indemnity agreement contained in this subsection 8.2 shall not apply to amounts
paid in settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of the Holder, which consent shall
not be unreasonably withheld; provided, further, that in no
event shall any indemnity under this subsection 8.2 exceed the net proceeds from
the offering received by such Holder.
8.3 Promptly
after receipt by an indemnified party under this Section 8 of notice of the
commencement of any action (including any governmental action), such indemnified
party will, if a claim in respect thereof is to be made against any indemnifying
party under this Section 8, deliver to the indemnifying party a written notice
of the commencement thereof, and the indemnifying party shall have the right to
participate in, and, to the extent the indemnifying party so desires, jointly
with any other indemnifying party similarly noticed, to assume the defense
thereof with counsel mutually satisfactory to the parties; provided, however, that all
indemnified parties shall collectively have the right to retain one
separate counsel, with the fees and expenses to be paid by the indemnifying
party, if representation of such indemnified parties by the counsel retained by
the indemnifying party would be inappropriate due to actual or potential
differing interests between such indemnified party and any other party
represented by such counsel in such proceeding. The failure to
deliver written notice to the indemnifying party within a reasonable time of the
commencement of any such action shall not relieve such indemnifying party of any
liability to the indemnified party under this Section 8, except to the extent
that it is finally determined (which determination is not subject to appeal or
further review) that such failure shall have proximately and materially
adversely prejudiced the indemnifying party. No indemnifying party,
in the defense of any such claim or litigation shall, except with the consent of
each indemnified party, 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 of such claim or litigation.
8.4 If
the indemnification provided for in this Section 8 is held by a court of
competent jurisdiction to be unavailable to an indemnified party with respect to
any loss, liability, claim, damage or expense referred to therein, then the
indemnifying party, in lieu of indemnifying such indemnified party hereunder,
shall contribute to the amount paid or payable by such indemnified party as a
result of such loss, liability, claim, damage or expense in such proportion as
is appropriate to reflect the relative fault of the indemnifying party on the
one hand and of the indemnified party on the other in connection with the
statements or omissions that resulted in such loss, liability, claim, damage or
expense as well as any other relevant equitable considerations. The
relative fault of the indemnifying party and of the indemnified party shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the indemnifying party or by
the indemnified party and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The Company and the Shareholder agree that it would not be just and equitable if
contribution pursuant to this Section 8.4 were determined by pro rata allocation
or by any other method of allocation which does not take account of the
equitable considerations referred to above. Notwithstanding the
provisions of this Section 8.4, (i) in no case shall any one selling shareholder
be liable or responsible for any amount in excess of the net proceeds received
by such selling shareholder from the offering of Registrable Securities and (ii)
the Company shall be liable and responsible for at least any amount in excess of
such proceeds unless a court determines that another third party is liable;
provided, however, that 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 or entity who is not guilty of such fraudulent
misrepresentation. No party shall be liable for contribution with
respect to any action, suit, proceeding or claim settled without its prior
written consent, which consent shall not be unreasonably withheld, conditioned
or delayed.
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8.5 Notwithstanding
the foregoing, to the extent that the provisions on indemnification and
contribution contained in the underwriting agreement entered into in connection
with the underwritten public offering are in conflict with the foregoing
provisions, the provisions in the underwriting agreement shall
control.
8.6 The
obligations of the Company and Holders under this Section 8 shall survive the
completion of any offering of Registrable Securities in a registration statement
under this Agreement and otherwise.
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9.
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Reports Under the 1934
Act
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With a
view to making available to the Holders the benefits of Rule 144 promulgated
under the Act and any other rule or regulation of the SEC that may at any time
permit a Holder to sell securities of the Company to the public without
registration or pursuant to a registration on Form F-3 or similar form, the
Company agrees to:
9.1 make
and keep public information available, as those terms are understood and defined
in Rule 144, at all times;
9.2 file
with the SEC in a timely manner all reports and other documents required of the
Company under the Act and the 1934 Act; and
9.3 furnish
to any Holder, so long as the Holder owns any Registrable Securities, forthwith
upon request (i) a written statement by the Company that it has complied with
the reporting requirements of Rule 144 and (ii) such other information as may be
reasonably requested in availing any Holder of any rule or regulation of the SEC
that permits the selling of any such securities without registration or pursuant
to such form.
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10.
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Assignment of
Registration Rights
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The
rights to cause the Company to register Registrable Securities pursuant to this
Agreement may be assigned (but only with all related obligations) by a Holder to
a transferee or assignee of such securities provided: (a) the Company
is, within a reasonable time after such transfer, furnished with written notice
of the name and address of such transferee or assignee and the securities with
respect to which such registration rights are being assigned; (b) such
transferee or assignee agrees in writing to be bound by and subject to the terms
and conditions of this Agreement, and (c) the Holder or its assignee shall
reimburse the Company for all expenses reasonably incurred by it in connection
with such assignment, including any fees and costs incurred in filing an
amendment or supplement to the registration statement.
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11.
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Miscellaneous
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11.1 Successors and
Assigns. Except as otherwise provided herein, the terms and conditions of
this Agreement shall inure to the benefit of and be binding upon the respective
successors and assigns of the parties (including transferees of any shares of
Registrable Securities). Nothing in this Agreement, express or
implied, is intended to confer upon any party other than the parties hereto or
their respective successors and assigns any rights, remedies, obligations or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.
11.2 Governing Law.
This
Agreement shall be governed by and construed under the laws of the State of
Israel as applied to agreements among Israeli residents entered into and to be
performed entirely within Israel. Each of the parties hereto
irrevocably consents to the sole and exclusive jurisdiction and venue of any
court within Tel Aviv – Jaffa, State of Israel, in connection with any matter
based upon or arising out of this Agreement or the matters contemplated herein,
agrees that process may be served upon them in any manner authorized by the laws
of the State of Israel for such persons and waives and covenants not to assert
or plead any objection that they might otherwise have to such jurisdiction,
venue and such process.
11.3 Counterparts.
This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.
11.4 Titles and
Subtitles. The
titles and subtitles used in this Agreement are used for convenience only and
are not to be considered in construing or interpreting this
Agreement.
11.5 Notices.
All
notices and requests required or permitted hereunder shall be in writing and
shall be deemed effectively given: (i) upon personal delivery to the party to be
notified, (ii) when sent by confirmed facsimile if sent during normal business
hours of the recipient, and if not, then on the next business day; (iii) two
days after being sent by registered or certified mail, return receipt requested,
postage prepaid; or (iv) one day after deposit with a nationally recognized
overnight courier, specifying next day delivery, with written verification of
receipt. All communications shall be sent to the address as set forth
on the signature page hereof or at such other address as such party may
designate by ten days advance written notice to the other parties
hereto.
11.6 Expenses. If
any action at law or in equity is necessary to enforce or interpret the terms of
this Agreement, the prevailing party shall be entitled to reasonable attorneys’
fees, costs and necessary disbursements in addition to any other relief to which
such party may be entitled.
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11.7 Amendments and
Waivers. Any term of this Agreement may be amended and the
observance of any term of this Agreement may be waived (either generally or in a
particular instance and either retroactively or prospectively), only with the
written consent of the Company and the holders of all the Holders of the
Registrable Securities then outstanding. Any amendment or waiver effected in
accordance with this paragraph shall be binding upon each holder of any
Registrable Securities then outstanding, each future holder of all such
Registrable Securities and the Company.
11.8 Severability. If
one or more provisions of this Agreement are held to be unenforceable under
applicable law, such provision shall be excluded from this Agreement and the
balance of the Agreement shall be interpreted as if such provision were so
excluded and shall be enforceable in accordance with its terms.
11.9 Aggregation of
Stock. All shares of Registrable Securities held by affiliated
entities or persons shall be aggregated together for the purpose of determining
the availability of any rights under this Agreement.
11.10 Entire
Agreement. This Agreement constitutes the full and entire
understanding and agreement between the parties with regard to the subjects
hereof.
11.11 Remedies. Each
Holder of Registrable Securities, in addition to being entitled to exercise all
rights provided herein and granted by law, including recovery of damages, shall
be entitled to specific performance of its rights under this Agreement. The
Company agrees that monetary damages would not be adequate compensation for any
loss incurred by reason of a breach by it of the provisions of this Agreement
and hereby agrees to waive the defense in any action for specific performance
that a remedy at law would be adequate.
11.12
No Third Party
Beneficiaries. This Agreement is not intended to be for
the benefit of, and shall not be enforceable by, any person or entity other than
the Company, any Holder or person or entity who becomes a Holder and, with
respect to the rights to indemnification under Section 8 of this Agreement, any
Holder Indemnified Parties.
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IN WITNESS WHEREOF, the
parties have executed this Registration Rights Agreement as of the date first
above written.
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Address
for Notices:
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COMPANY:
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00
Xxxxx Xxxxxxx Xx., Xxxxxx Xxxx
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Xxxxxx
Xxxxx, Xxxxxx 49130
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Attention: Xxxxxx
Xxxxxxxxxxx, Adv.
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Fax:
000-0-0000000
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GILAT
SATELLITE NETWORKS LTD.
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with
a copy to:
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Xxxxxx
Xxxxxxx & Xxxxxxx XXX
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||||
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0
Xxxx Xxxxxx
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||||
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By:
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/s/
Xxxxxx Xxxxxxxxx
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Xxx
Xxxx, Xxx Xxxx 00000
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Attention: Xxxxxx
X. Xxxxxxxx
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||||
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Fax: 000-000-0000
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||||
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Name:
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Xxxxxx Xxxxxxxxx
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Title:
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Chairman of the Board and
CEO
|
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Address
for Notices:
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000
Xxxxx Xxxxxx, 00xx floor
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SHAREHOLDERS:
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Xxx
Xxxx, XX 00000
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Attention: Xxxx
Xxxxxx
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Fax: 000-000-0000
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YORK
CAPITAL MANAGEMENT
|
||||
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with
a copy to:
|
||||
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By:
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/s/ Xxxxx X. Xxxxxxx
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Gross,
Kleinhendler, Hodak, Halevy,
|
||||
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Xxxxxxxxx
& Co.
|
||||
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Name:
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Xxxxx X. Xxxxxxx
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One
Azrieli Center (Round Building)
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Title:
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Vice President, Xxxxx
Xxxxxxxxxx
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Xxx
Xxxx, 00000 Xxxxxx
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Counsel
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Attention: Xxxxxxx
Xxxx
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Fax: 000-0-000-0000
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||||
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