|
|
|
|
Document Preview Agreement |
||||
|
|
||||
|
Click "Add to Cart" button to purchase document. |
||||
|
|
||||
|
Title: |
Agreement |
|||
|
Entities: |
||||
|
Date: |
2004 |
|||
|
Size: |
Preview shows 18KB of 52KB total |
|||
|
Price: |
$46 |
|||
|
ID: |
#365210 |
|||
|
|
||||
|
||||
|
|
||||
|
Start of Preview |
||||
AGREEMENT
Drawn up and signed in Ramat Gan on May 11, 2003
Between: Nur Macroprinters Ltd.
Public Company 52-003986-8
of 12 Abba Hillel Silver St., Lod
(hereinafter: NMP)
| of the one part |
And: Gera Eron
ID No. 050722719
of 50 Haseifan St., Tel-Mond
(hereinafter: Eron)
Ogen Dialogix Ltd.
Private Company 51-283374-0
of 50 Haseifan St., Tel-Mond
(hereinafter: Ogen)
(Eron and Ogen, jointly and severally, hereinafter: Gera)
| of the second part |
And between: Nur Pro Engineering Ltd.
Private Company 51-283551-3
of 8-10 Hamelacha St., Rosh Haayin
(hereinafter: NPE)
| of the third part |
| Whereas | NPE was established by in accordance with a founders agreement dated September 30, 1999, drawn up between NMP and Gera (hereinafter: the Founders Agreement) and its shares are held in equal shares by NMP and Ogen; |
| And whereas | in accordance with provisions of the Founders Agreement, the Articles of Association of NPE (hereinafter: the Articles) and the composition and framework agreement for development work, of October 4, 1999, both drawn up between NPE and NMP (hereinafter jointly: the work agreements), NPE has been engaged since its establishment in joint operations, as defined in the Founders Agreement, which include implementation for NMP of development and assembly work of printer series of NMP known as Blueboard and Fresco (hereinafter: the existing printers); |
| And whereas | NMP and Gera wish to terminate the cooperation between them in the framework of NPE and/or in everything connected with the joint fields of operation, as defined in the Founders Agreement, including that NMP will purchase from Ogen all its NPE shares (hereinafter: the purchased shares); |
| And whereas | the parties wish to arrange and establish in writing the conditions, which will apply to the termination of the cooperation between them in the framework of NPE and the method in which they will divide its assets and liabilities between them, and the acquisition of the shares purchased by NMP from Ogen, and all as set forth in this Agreement. |
Therefore, it is agreed, declared and conditioned between the parties as follows:
| 1. | Preamble and interpretation |
| 1.1 | The appendices and the preamble to this Agreement are an integral part thereof. |
| 1.2 | The headings to the clauses in this Agreement are for convenience and referral only and should not be used to interpret the Agreement. |
| 1.3 | The appendices to this Agreement include: |
| (a) Appendix 2.2(c)1 - the DGP machine; | |
| (b) Appendix 2.2(c)2 - NPEs customers, which will be included in Other Work; | |
| (c) Appendix 3.1 - the equipment purchased; | |
| (d) Appendix 4.2 - interim stages; | |
| (e) Appendix 4.3a - document of intentions; | |
| (f) Appendix 4.3b - diagram; | |
| (g) Appendix 5.4 - key of schedule of Ogens payments to NPE during the interim period, including the division of employee costs; | |
| (h) Appendix 6.1(b) - required documentation; | |
| (i) Appendix 9.4 - Share certificate and the shares transfer deed; | |
| (j) Appendix 9.12 - debenture and form giving details of liens; | |
| (k) Appendix 9.13 cancellation letter | |
| (l) Appendix 10.1(c) - list of employees on the date of termination, including the mixed employees who will be transferred to Ogen. |
| 2. | Termination of joint operations |
| 2.1 | During the period starting from April 1, 2003 (hereinafter: the Relevant Date) and ending on March 31, 2004 (hereinafter: the Termination Date) the parties will terminate their joint operations in the framework of NPE, including NMP purchasing from Ogen the purchased shares, and all this as detailed in this Agreement. |
| 2.2 | Termination of the joint operations of the parties in the framework of NPE will be implemented in the following way: |
| (a) | Ogen will purchase the Purchased Equipment from NPE as detailed in clause 3 below; | |
| (b) | On the Relevant Date until the Termination Date (hereinafter: the Interim Period) NPE will continue to carry out the production and assembly work of NMP printers (hereinafter jointly: Nur Printers), including the existing printers and the Tempo and Salsa printers and/or other printers that NMP will choose to transfer for execution in NPEs plant (hereinafter: the New Printers) as detailed in clause 4 below; |
-2-
| (c) | During the Interim Period NPE will execute on behalf of Gera development, production and assembly work of the machine to print on safety glass known as DGP, as described in Appendix 2.2(c)1 to this Agreement (hereinafter: the DGP Machine), and other development, production and assembly work for Gera and their customers, including for the customers detailed in Appendix 2.2(c)2 who, up to the relevant date, were customers of NPE (hereinafter: the Other Work) as detailed in clause 5 below; | |
| (d) | During the Interim Period Ogen will continue to provided management services to NPE, and NPE will pay Ogen the debt for management services to which Ogen is entitled for the period prior to the Relevant Date (hereinafter: the Management Fees Debt) as detailed in clause 6 below; | |
| (e) | NPE will repay the owners loan provided to it by Ogen (hereinafter: the Owners Loan) as detailed in clause 7 below; | |
| (f) | NPE will distribute to Ogen and to NPE a dividend for its accumulated profits, as detailed in clause 8 below; | |
| (g) | NMP will purchase the purchased shares from Ogen, as detailed in clause 9 below; | |
| (h) | On the termination date the cooperation between the parties in the framework of NPE will terminate, as detailed in clause 10 below. |
|
End of Preview |
Home Intelligence Services Subscriptions News About Us