Exhibit 4.3
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TERMINATION AND RELEASE AGREEMENT
This Termination and Release Agreement (the "TERMINATION AGREEMENT") is
entered into as of May 17, 2000, by and among Electric Fuel Corporation, a
company incorporated under the laws of Delaware, with principal offices at
Western Industrial Zone, P.O. Box 641, Bet Shemesh 99000, Israel ("EFC"),
Tadiran Limited, a company incorporated under the laws of the State of Israel,
with principal offices at [_______] ("TADIRAN"), Tadiran Batteries Limited, a
company incorporated under the laws of the State of Israel, with principal
offices at [_______] ("TADIRAN BATTERIES"), Tadiran Electric Industries
Corporation, a company incorporated under the laws of the State of [___], with
principal offices at [_______] ("TEI"), Koor Industries Ltd., a company
incorporated under the laws of the State of Israel, with principal offices at
Beit Platinum, Ha'arbaah 21 Street, Tel Aviv, Israel ("KOOR"), Robert S. Ehrlich
and Yehuda Harats
WITNESSETH
WHEREAS EFC, Tadiran, Tadiran Batteries and TEI are parties to a Share
and Assets Purchase Agreement (the "MERGER AGREEMENT"), dated as of
March 15, 2000, which is attached as SCHEDULE "A" hereto; and
WHEREAS EFC and Koor are parties to a Common Stock Purchase Agreement
(the "PURCHASE AGREEMENT"), dated as of March 15, 2000, which is
attached as SCHEDULE "B" hereto; and
WHEREAS Robert S. Ehrlich, Yehuda Harats, Koor and Tadiran are parties to
a Voting Rights Agreement (the "VOTING AGREEMENT"), dated as of March
15, 2000, which is attached as SCHEDULE "C" hereto; and
WHEREAS EFC, Tadiran and Koor are parties to a Registration Rights
Agreement (the "REGISTRATION AGREEMENT"), dated as of March 15, 2000,
which is attached as SCHEDULE "D" hereto; and
WHEREAS the parties wish to terminate and revoke the Merger Agreement and
the Voting Agreement and make certain changes to the provisions of the
Purchase Agreement and the Registration Agreement, all in accordance
with the terms set forth below
NOW, THEREFORE, for value received herein, the parties hereby agree as
follows:
Termination of the Merger Agreement and the Voting Agreement: Reference is made
to the New Purchase Agreement (as such term is defined in Section 0 below). The
term "Closing" as used herein shall have the same meaning ascribed to such a
term in the New Purchase Agreement. As of and subject to the Closing of the
transactions contemplated under the New Purchase Agreement, the Merger Agreement
and the
Voting Agreement (collectively, the "Agreements") shall be terminated by mutual
consent (which is hereby given) of all of the parties thereto, shall be of no
legal force and effect and shall not bind any of the parties thereto with
respect to any representations, warranties, covenants or actions to be taken by
each such party pursuant to such Agreements. As of the Closing every party to
the Agreements does hereby release, acquit and forever discharge each of the
other parties to the Agreements from any and all claims, demands, liabilities,
responsibilities, disputes, causes of action and obligations relating to such
Agreements.
Amendment of the Purchase Agreement and the Registration Agreement: As of
and subject to the Closing, the provisions of the Purchase Agreement and the
Registration Agreement shall be amended and replaced with the purchase agreement
(the "New Purchase Agreement") and the registration agreement (collectively, the
"New Agreements") attached hereto as Schedules 2A and 2B. The parties agree that
as of the Closing the terms of the New Agreements supercede and revoke the
terms of the Purchase Agreement and the Registration Agreement and, without
derogation from the terms of the New Agreements which shall be in full force and
effect, release, acquit and forever discharge each of the other parties to the
Purchase Agreement and the Registration Agreement from any and all claims,
demands, liabilities, responsibilities, disputes, causes of action and
obligations relating to such agreements.
Amendments, Waivers, Etc. This Termination Agreement may not be amended,
changed, supplemented, waived or otherwise modified or terminated, except upon
the entering into and delivery of a written agreement entered into by the
parties hereto.
Effect: This Termination Agreement shall enter into effect upon the Closing
of the New Purchase Agreement and the consummation of the Offering (as such a
term is defined in the New Purchase Agreement) thereunder.
Notices. For purposes of this Termination Agreement, the addresses of the
parties shall be as set forth in the New Agreements.
No Waiver. The failure of any party hereto to exercise any right, power or
remedy provided under this Termination Agreement or otherwise available in
respect hereof at law or in equity, or to insist upon compliance by any other
party hereto with its obligations hereunder, and any custom or practice of the
parties at variance with the terms hereof, shall not constitute a waiver by such
party of its right to exercise any such or other right, power or remedy or to
demand such compliance.
This Termination Agreement may be entered into 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.
Governing Law. This Termination Agreement shall be governed and construed
in accordance with the laws of the State of Israel, without giving effect to the
principles of conflicts of law thereof.
IN WITNESS WHEREOF, the parties have caused this Termination Agreement to be
duly signed on May 17, 2000.
Electric Fuel Tadiran Electric Tadiran Limited Tadiran Batteries
Corporation Industries Limited
Corporation
By:_________ By:_______ By:_______ By:_______
Koor Industries Robert S. Ehrlich Yehuda Harats
Ltd.
By: ________ __________ __________