SHARE PURCHASE AGREEMENT by and betweenShare Purchase Agreement • December 31st, 2012 • Ben Dov Ilan • Radiotelephone communications
This SHARE PURCHASE AGREEMENT, dated this 30th day of November, 2012 (the “Agreement”, and the “Effective Date”, respectively), is entered into by and between SCAILEX CORPORATION LTD., a corporation incorporated and existing under the laws of the State of Israel, registered with the Israeli registrar of companies under company number 52-003180-8 (the “Seller”), and S.B. ISRAEL TELECOM LTD., incorporated and existing under the laws of the State of Israel, registered with the Israeli registrar of companies under company number 51-484322-6 (the “Purchaser”). Each of the Seller and the Purchaser is a “Party”, and together the “Parties”.
Form of Mutual Waiver and ReleaseMutual Waiver and Release • December 31st, 2012 • Ben Dov Ilan • Radiotelephone communications
Reference is hereby made to the US$300,000,000 Fixed Rate Secured Bullet Notes (the "Notes") of Scailex Corporation Ltd. ("Scailex"), issued to Advent Investments Pte Ltd. ("Advent"), under the Placement Agreement, dated October 28, 2009, between Scailex and Advent and the Trust Deed, dated October 28, 2009, between Scailex and Hermetic Trust (1975) Ltd., which was appointed as a trustee of the Notes (the "Trustee") and any other agreement, contract, understanding or other instrument related to the Notes, including any schedules, annexes and exhibits thereto, as may be amended, supplemented or otherwise modified from time to time until the Effective Date, as defined below (together with the Notes: the "Original Issue Documents").
