ESLT » Topics » of the one part

This excerpt taken from the ESLT 6-K filed Aug 2, 2005.

of the one part

AND:

     KOOR INDUSTRIES LTD.
       Public Company Number 520014143
      

of 14 Hamelacha Street, Afek Industry Park,

Rosh Ha’ayin 48091

       (hereinafter referred to as “Koor”)
       of the other part
       (hereinafter referred to as the “parties”)
WHEREAS      on 27 December 2004 Federmann Enterprises and Koor executed a share transfer deed (hereinafter referred to as the “Federmann-Koor Deed”), pursuant to which it was agreed, inter alia, that Federmann Enterprises would sell and transfer to Koor, in two stages, 4,000,000 (four million) ordinary shares constituting, on the date of signing the Federmann-Koor Deed, approximately 9.8% of the issued and paid-up share capital of Elbit Systems Ltd. (hereinafter referred to as the “Company”), all subject to and in accordance with the provisions of the Federmann-Koor Deed;
WHEREAS      on 30 March 2005 Federmann Enterprises and Koor agreed to extend Stage “A” Completion Deadline (as such expression is defined in the Federmann-Koor Deed);
WHEREAS      on 18 April 2005 a further protocol was executed between Federmann Enterprises and Koor pursuant whereto they agreed to extend certain deadlines prescribed in the Federmann-Koor Deed (hereinafter referred to as the “Protocol”);
WHEREAS      on 18 April 2005 Stage “A” of the Transaction (as such term is defined in the Federmann-Koor Deed) was implemented and Federmann Enterprises sold and transferred the Stage “A” Shares (as such term is defined in the Federmann-Koor Deed) to Koor;

 

D-3-2


WHEREAS      on 27 December 2004 the parties signed a shareholders’ agreement that entered into force on 18 April 2005 (hereinafter referred to as the “Shareholders’ Agreement”);
WHEREAS      before the implementation of Stage “B” of the Transaction (as such term is defined in the Federmann-Koor Deed prior to this Amendment), the parties agree to reduce the quantity of Stage “B” Shares (as such term is defined in the Federmann-Koor Deed, prior to this Amendment) being transferred and sold from Federmann Enterprises to Koor, such that instead of 1,840,000 (one million eight hundred and forty thousand) ordinary shares of the Company, Koor will purchase from Federmann Enterprises, in Stage “B” of the Transaction, 1,000,000 (one million) ordinary shares of the Company only, such that the total number of shares Koor has purchased and shall purchase from Federmann Enterprises pursuant to the provisions of the Federmann-Koor Deed, including the amendments thereto, shall be 3,160,000 (three million one hundred and sixty thousand) ordinary shares of the Company only;
WHEREAS      the parties agree that the implementation of Stage “B” of the Transaction (as such term is defined in the Federmann-Koor Deed) shall not be subject to any condition precedent, and shall be implemented independently and regardless of the Elbit-Koor Deed Stage “B” (as such term is defined in the Federmann-Koor Deed), prior to its amendment pursuant hereto);
WHEREAS      the parties accordingly wish to amend the Federmann-Koor Deed and the Shareholders’ Agreement, as set forth herein;

 

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