NVMI » Topics » INTERPRETATION

This excerpt taken from the NVMI 20-F filed Mar 30, 2009.

INTERPRETATION

1. In these Articles the following terms shall bear the meanings set opposite to them, unless inconsistent with the subject or context:

  T E R M S M E A N I N G S
 
  Articles These Amended and Restated Articles of Association as may be amended
    from time to time.
 
  Auditor As defined under the Law.
 
  Board The Board of Directors of the Company.
 
  CEO Chief Executive Officer, also referred to under the Law as the general
    manager.
 
  Class Meeting A meeting of the holders of a class of shares.
 
  Chairman Chairman of the Board.
 
  Company Nova Measuring Instruments Ltd.
 
  Companies Regulations All regulations promulgated from time to time under the Companies Law.
 
  Distribution As defined under the Law.
 
  External Director As defined under the Law.
 
  The Law or the Companies Law The Israeli Companies Law, 5759 - 1999 and the Companies Regulations.
 
  NIS New Israeli Shekel
 
  The Office The registered office of the Company as may be re-located from time to
    time.
 
  Office Holder As defined under the Law.
 
  Ordinary Shares The Company's Ordinary Shares, NIS 0.01 par value each.
 
  Register Shareholders Register maintained by or on behalf of the Company.
 
  Shareholder As defined under the Law.
 
  Simple Majority A majority of more than fifty percent (50%) of the votes cast by those
    Shareholders present and voting, not taking into consideration
    abstaining votes.
 
  The Statutes The Law, the Israeli Companies Ordinance (New Version) 1983,
    the Securities Law, 5738 – 1968 (the “Securities Law”) and all
    applicable laws and regulations applicable in any relevant jurisdiction
    (including without limitation U.S. Federal laws and regulations),
    and rules of any stock market in which the Company’s shares
    are registered for trading as shall be in force from time to time and
    to the extent applicable to the Company.

  Except as otherwise provided above or elsewhere under these Articles, any word or expression mentioned herein shall have the meaning ascribed to them under the Law, and if not applicable, the meaning ascribed to them under the Companies Regulations, and if not applicable, the meaning ascribed to them under the Securities Law, and if not applicable, the meaning ascribed to them under the Securities Regulations promulgated under the Securities Law (herein the “Securities Regulations”), and if not applicable, the meaning ascribed to them under any other applicable law – in all cases if the meaning set forth therein does not contradict the purpose or the context of the relevant provision.

Page 1 of 13



2. Words importing the singular shall include the plural, and vice-versa. Words importing the masculine gender shall include the feminine gender; and words importing persons shall include corporate bodies.

  Any provision or part thereof of these Articles, prohibited by applicable law, shall be ineffective, without invalidating any other part of these Articles.

  Articles 3,4,5,6 and 7 of these Articles shall be deemed to be the Memorandum of Association of the Company.

This excerpt taken from the NVMI 6-K filed Aug 21, 2008.

INTERPRETATION

1. In these Articles the following terms shall bear the meanings set opposite to them, unless inconsistent with the subject or context:

  T E R M S M E A N I N G S
 
  Articles These Amended and Restated Articles of Association as may be amended
    from time to time.
 
  Auditor As defined under the Law.
 
  Board The Board of Directors of the Company.
 
  CEO Chief Executive Officer, also referred to under the Law as the general
    manager.
 
  Class Meeting A meeting of the holders of a class of shares.
 
  Chairman Chairman of the Board.
 
  Company Nova Measuring Instruments Ltd.
 
  Companies Regulations All regulations promulgated from time to time under the Companies Law.
 
  Distribution As defined under the Law.
 
  External Director As defined under the Law.
 
  The Law or the Companies Law The Israeli Companies Law, 5759 - 1999 and the Companies Regulations.
 
  NIS New Israeli Shekel
 
  The Office The registered office of the Company as may be re-located from time to
    time.
 
  Office Holder As defined under the Law.
 
  Ordinary Shares The Company's Ordinary Shares, NIS 0.01 par value each.
 
  Register Shareholders Register maintained by or on behalf of the Company.
 
  Shareholder As defined under the Law.
 
  Simple Majority A majority of more than fifty percent (50%) of the votes cast by those
    Shareholders present and voting, not taking into consideration
    abstaining votes.
 
  The Statutes The Law, the Israeli Companies Ordinance (New Version) 1983,
    the Securities Law, 5738 – 1968 (the “Securities Law”) and all
    applicable laws and regulations applicable in any relevant jurisdiction
    (including without limitation U.S. Federal laws and regulations),
    and rules of any stock market in which the Company’s shares
    are registered for trading as shall be in force from time to time and
    to the extent applicable to the Company.

  Except as otherwise provided above or elsewhere under these Articles, any word or expression mentioned herein shall have the meaning ascribed to them under the Law, and if not applicable, the meaning ascribed to them under the Companies Regulations, and if not applicable, the meaning ascribed to them under the Securities Law, and if not applicable, the meaning ascribed to them under the Securities Regulations promulgated under the Securities Law (herein the “Securities Regulations”), and if not applicable, the meaning ascribed to them under any other applicable law – in all cases if the meaning set forth therein does not contradict the purpose or the context of the relevant provision.

Page 1 of 13

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2. Words importing the singular shall include the plural, and vice-versa. Words importing the masculine gender shall include the feminine gender; and words importing persons shall include corporate bodies.

  Any provision or part thereof of these Articles, prohibited by applicable law, shall be ineffective, without invalidating any other part of these Articles.

  Articles 3,4,5,6 and 7 of these Articles shall be deemed to be the Memorandum of Association of the Company.

EXCERPTS ON THIS PAGE:

20-F
Mar 30, 2009
6-K
Aug 21, 2008

RELATED TOPICS for NVMI:

"INTERPRETATION" elsewhere:

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