Exhibit 4.15
SHARE PURCHASE AGREEMENT
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THIS SHARE PURCHASE AGREEMENT (this "Agreement") made as of the _____ day
of December, 2000, by and among, First Isratech Fund LP (hereinafter referred
to as "LP"), First Isratech Fund LLC (hereinafter referred to as "LLC"), And
First Isratech Company Norway AS (hereinafter referred to as "AS") (jointly
and severally hereinafter referred to as the "Sellers") and Aryt Industries
Ltd. (Reg. No. 52-003335-8), a public company, duly organized and validly
existing under the laws of the State of Israel (hereinafter referred to as the
"Buyer" or "Aryt") (the Company, Sellers, and Buyer shall be hereinafter
collectively referred to as the "Parties")
W I T N E S S E T H:
WHEREAS: Sensotech Ltd. (Reg. No. 51-222941-0), is a private company
duly organized and validly existing under the laws of the State
of Israel, which is engaged, inter-alia, in the development,
manufacture and marketing of intelligent, non-contact sensing
equipment (the "Company"); and
WHEREAS Sellers hold and own in the aggregate 1,393 shares; 749 Common
shares and 644 Common "A" Shares, in the Company, constituting
together approximately 16.36% of all the outstanding shares in
the Company(13.8% on a fully diluted basis), which are free and
clear of all liens, pledges, security interests and
encumbrances of whatever nature or any other claims, except as
is expressly stipulated in the attached Schedule A ("the
SHARES"); and
WHEREAS Buyer owns 2,129 Preferred Shares (as defined in the Company's
Articles of Association) in the Company; constituting
approximately 25% of all the outstanding shares in the Company.
Buyer declares that except for the Buyer, there are no holders
of Preferred Shares in the Company;
WHEREAS Buyer desires to buy from Sellers all their SHARES in the
Company, free and clear of all liens, pledges, security
interests and encumbrances of whatever nature or any other
claims, and Sellers desire to sell and transfer same to Buyer,
upon terms and conditions herein set forth.
NOW, THEREFORE, the parties hereto agree as follows:
1. PURCHASE AND SALE
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1.1. Subject to the conditions set forth herein, on the Closing Date
(as defined hereinafter) Sellers shall sell and transfer to Buyer
all the Shares free and clear of all liens, pledges, security
interests and encumbrances of whatever nature or any other claims
for a consideration of $960,000 (Nine Hundred and Sixty Thousand
United States Dollars) ("the Purchase Price"). The Purchase Price
shall be allocated among the individual Sellers pursuant to the
attached Schedule 1.1.
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1.2. In addition, IsraTech Management LLC (hereinafter referred to as
"LLC")shall assign and transfer to Buyer, all its rights to
receive any payment for management fees or related payments from
the Company for a consideration of $40,000 (Forty Thousand United
States Dollars) as set forth in article 2.3 herein.
2. CONSIDERATION
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2.1. In consideration for the sale, transfer and assignment of the
Shares, and all Sellers' undertakings, representations and
warranties contained herein, Buyer shall deliver and pay to
Sellers the Purchase Price. Such payment shall be affected not
later than September 30, 2003.
2.2. As security for the full payment of the Purchase Price, Buyer
shall deliver to the Sellers on the Closing Date, a duly signed
debenture issued by Buyer to Sellers in principal amount of
$960,000 (Nine Hundred and Fifty Thousand United States Dollars),
in the form attached hereto as Schedule 2.1 ("the Debenture").
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Buyer will register the Debenture with the Companies Registrar in
Israel. The costs of registration, stamp duty and all other
expenses relating to registration, will be borne by the Buyer.
2.3. For the avoidance of doubt, it is hereby clarified that following
consummation of the Closing hereunder, Buyer's obligation to pay
to the Sellers the Purchase Price shall be considered as
independent and irrevocable obligation, which shall not be
affected by any circumstances, including without limitation any
change whatsoever in the share price of the Company or any
development in its business.
2.4. In consideration for ITM's rights to receive management fees or
related payments from the Company, Buyer shall pay to ITM, an
amount of $40,000 (Forty Thousand United States Dollars) on the
Closing date.
3. AUTHORIZATION OF AGREEMENT
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3.1. The execution, delivery and performance of this Agreement by
Sellers have been duly authorized and approved by each of the
Sellers' Board of Directors or any other applicable organ, which
have taken, or will take, prior to the Closing Date all actions
required by law to authorize the execution, delivery and
performance of this Agreement and all other documents,
certificates and actions as may be required of Sellers to
consummate the transactions contemplated hereby.
3.2. The execution, delivery and performance of this Agreement by Buyer
have been duly authorized and approved by Buyer's Board of
Director or any other applicable organ, which have taken, or will
take, prior to the Closing Date all actions required by law or by
the Buyer's Articles of Association to authorize the execution,
delivery and performance of this Agreement and all other
documents, certificates and actions as may be required of Buyer to
consummate the transactions contemplated hereby.
4. CLOSING
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4.1. Closing Time, Date and Location
The Closing shall take effect at the offices of Rebhan, Mann &
Co., 2 Bloch St. Tel-Aviv, Israel, on December ____, 2000, at
10:30 a.m. Israeli Standard Time, or at such other time and place
as the parties shall agree in writing (the "Closing Date").
4.2. The Closing
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All actions at the Closing and all transactions occurring at the
Closing shall be deemed to take place simultaneously and no
transactions shall be deemed to have been completed or any
document delivered until all such transactions have been completed
and all required documents delivered.
4.3. Buyer Actions
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At the Closing, the Buyer shall deliver or cause to be delivered
to Sellers:
4.3.1. A copy of a resolution of the Company's Board of Directors
approving the sale and transfer of the SHARES from Sellers
to the Buyer and all transactions contemplated hereby, in
the form attached hereto as Schedule 4.3.1;
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4.3.2. The Debenture duly signed by Buyer as evidence of and
collateral for the obligations of Buyer pursuant to
Section 2.1; and
4.3.3. The required documents duly signed by Buyer for the
registration of the Pledge within the Companies Registrar,
in the form attached hereto as Schedule 4.3.3;
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4.3.4. A counterpart of this Agreement and any ancillary
documents referred to herein duly executed by the Buyer;
and
4.3.5. A written notice of appointing the Buyer's representatives
to the Company's Board of Directors (the "Board of
Directors") in the form attached hereto as Schedule 4.3.5.
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[to be provided]; and
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4.3.6. A certification of a bank wire transfer made to ITM in the
amount of $40,000 (Forty Thousand United States Dollars),
for the rights of ITM to receive management fees or
related payments from the Company.
4.4. Sellers' Actions
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At or prior to the Closing, the Sellers shall deliver or cause to
be delivered to the Buyer:
4.4.1. A copy of a resolution of the Company's Board of Directors
approving the sale and transfer of the SHARES from Sellers
to the Buyer and all transactions contemplated hereby, in
the form attached hereto as Schedule 4.4.1; and
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4.4.2. Validly executed Share Transfer Deeds covering the sale
and transfer of the SHARES from each of the Sellers to the
Buyer in the form attached hereto as Schedule 4.4.3; All
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Share Transfer Deeds shall be signed by Buyer on the
Closing date.
4.4.3. Validly executed Certificates of Shares, if available, in
respect of the sold SHARES issued on the name of each of
the Sellers. The above Share Transfer Deeds and Share
Certificates shall be held in trust by Fidelio Ltd., a
trust company of Rebhan, Mann and Co. Advocates, of 2
Bloch St., Tel-Aviv, which shall hold and handle them
pursuant to the provisions of the debenture Schedule 2.1.
4.4.4. A Letter of Assignment in respect of Sellers rights to
receive management fees or related payments from the
Company, in the Form attached hereto as Schedule 4.4.4.
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4.4.5. A written notice of resignation of the Sellers'
representative to the Board of Directors in the form
attached hereto as Schedule 4.4.5.
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4.5. Upon consummation of the Closing, as detailed above, and subject
to the Sellers liabilities to the representation set forth in
section 7 below, the Sellers shall be deemed to have fulfilled all
of their undertakings to sell and transfer the SHARES to Buyer
pursuant to the provisions of this Agreement.
5. REPRESENTATIONS AND WARRANTIES OF SELLERS
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Each of the Sellers, hereby jointly and severally, represents and
warrants to the Buyer, and acknowledges that the Buyer is entering into
this Agreement in reliance thereon, as follows:
5.1. Ownership of Shares
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A complete and correct list of the shareholdings of each of the
Sellers, immediately prior to and following the Closing is set
forth in Schedules 5.1(a) to (b) respectively. The Sellers are the
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lawful owners of all of the SHARES and none of the Sellers own any
other shares, options or other rights to subscribe for, purchase
or acquire any security of the Company. All the SHARES were fully
paid and non-assessable. All the SHARES are free and clear of any
liens, pledges, security interests, encumbrances or any other
third party rights whatsoever.
5.2. Agreements
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Except for the agreements attached and listed in Schedule 5.2,
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none of the Sellers is a party to any agreement, obligation or
commitment, with respect to: (i) the election of any individual or
individuals to the Board of Directors of the Company; (ii) any
voting agreement or other arrangement among the Company's
shareholders; or (iii) any agreement with the Company.
5.3. Authorization
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All legal actions on the part of each of the Sellers necessary for
the authorization, execution, delivery, and performance of all its
obligations under this Agreement has been (or will be) taken prior
to the Closing. This Agreement, when executed and delivered by or
on behalf of each of the Sellers at the Closing, shall constitute
the valid and legally binding obligations of such shareholder,
legally enforceable against it in accordance with its terms. No
legal, contractual or other impediment known to the Sellers would
prevent them from entering into and fully complying with their
obligations herein.
5.4. No Breach
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Except as described in Schedule 5.4 hereto, as of the Closing,
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neither the execution and delivery of this Agreement nor
compliance by any of the Sellers with the terms and provisions
hereof, will conflict with, or result in a material breach or
violation of, any of the terms, conditions or provisions of the
Governing Instruments, Agreements or Laws and Regulations.
5.5. Effectiveness; Survival
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Each representation herein on behalf of the Sellers is deemed to
be made on the date of this Agreement and at the Closing, and
shall survive and remain in full force and effect until the second
anniversary of the Closing, and in no event the liability of the
Sellers to such representations shall exceed the amount actually
paid to them by the Buyer pursuant to this Agreement.
6. REPRESENTATIONS AND WARRANTIES OF THE BUYER
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The Buyer hereby represents and warrants to the Sellers and acknowledges
that the Sellers are entering into this Agreement in reliance thereon, as
follows:
6.1. Organization
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It is duly organized, validly existing and in good standing under
the laws of the State of Israel.
6.2. Enforceability
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This Agreement and the agreements to be executed by the Buyer
under this Agreement, when executed and delivered by the Buyer,
will constitute the valid, binding and enforceable obligations of
the Buyer, legally enforceable against the Buyer in accordance
with its terms.
6.3. Authorization
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The execution, delivery and performance of the obligations of the
Buyer hereunder have been duly authorized by all necessary
corporate action prior to the Closing and would not be precluded
under any agreement or restrictive covenant entered into by the
Buyer. No legal, contractual or other impediment known to the
Buyer would prevent him from entering into and fully complying
with his obligations herein.
6.4. Financial Resources
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The Buyer has the financial resources required to fulfill all of
its financial obligations under this Agreement. The Buyer is not
expected to any material change in the condition (financial or
otherwise) or business of the Buyer, which may adversely affect
its ability to complete all his financial obligations as set forth
above.
6.5. No Breach
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Except as described in Schedule 6.5 hereto, as of the Closing,
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neither the execution and delivery of this Agreement nor
compliance by any of the Sellers with the terms and provisions
hereof, will conflict with, or result in a material breach or
violation of, any of the terms, conditions or provisions of the
Governing Instruments, Agreements or Laws and Regulations.
6.6. Buyer, being a shareholder of the Company, is familiar with the
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Company and its business. Accordingly, Buyer has not required in
relation to this Agreement from the Sellers and the Sellers have
not provided to Buyer any representations and/or information
concerning the Company and its state of affairs.
7. Miscellaneous
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7.1. Notices
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Notices and other communications required or permitted hereunder
to be given to a party to this Agreement shall be in writing and
shall be telecopied or mailed by registered or certified mail,
postage prepaid, or otherwise delivered by hand or by messenger,
addressed to such party's address as set forth below or at such
other address as the party shall have furnished to each other
party in writing in accordance with this provision:
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if to a Buyer to: if to Seller:
Aryt Industries Ltd. IsraTech Management LLC_________
7 Haplada St. Attn: Philip Aaronberg_________
Or Yehuda, 60218 11 Cross Keys Close London WIM
5FY, England
Tel.: (03) 538-8604
Tel.:
Fax: (03) 533-9223
Facsimile: _________
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or such other address with respect to a party as such party shall
notify by ten (10) days advance written notice to each other party
in writing as above provided. Any notice sent in accordance with
this Section shall be effective: (i) if mailed, five (5) business
days after mailing; (ii) if sent by messenger, upon delivery; and
(iii) if sent via telecopier, upon transmission and telephone
confirmation of receipt or (if transmitted and received on a
non-business day) on the first business day following transmission
and telephone confirmation of receipt.
7.2. Notice to Current Shareholders
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Buyer declares that prior to signature of this Agreement, the
Company has given notices, as attached in Schedule 7.2 hereto, to
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the current shareholders of the Company, advising them on the
transaction contemplated under this Agreement. Buyer acknowledges,
that should any of the shareholders wish to exercise his first
refusal right ("the Interested Shareholder") pursuant to the
previous Articles of Association dated __________ (the "Previous
Articles"), Buyer shall sell and transfer on his account to the
Interested Shareholder all shares, which the Interested
Shareholder is entitled to purchase, pursuant to the provisions of
the previous Articles.
7.3. Delays or Omissions
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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 other breach or default
theretofore or thereafter occurring. 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, 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.
7.4. Severability
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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 such
court of competent jurisdiction.
7.5. Counterparts
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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.
7.6. Governing law and venue
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This Agreement shall be deemed to have been made and concluded in
Israel, and the construction, validity and performance of this
Agreement shall be governed by the laws of the State of Israel.
All disputes arising hereunder shall be submitted exclusively to
the Jurisdiction of the competent Courts in Tel-Aviv.
IN WITNESS WHEREOF, the parties have signed this Agreement, in one or more
counter pages, as of the date first hereinabove set forth.
First Isratech Fund LP ARYT INDUSTRIES LTD.
By: /s/ Zwi Vromen By: /s/ Schmuel Bachar
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Title: ____________ By: /s/ Ram Eckhaus
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Title: ___________________
First Isratech Fund LLC
By: /s/ Zwi Vromen
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Title: ____________
First Isratech Company Norway AS
By: /s/ Zwi Vromen
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Title: ____________
I agree to the above
/s/ Zwi Vromen
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IsraTech Management LLC