CUSIP No.: 500 507 108 Schedule 13D Page 10 of 13 Pages
Exhibit 99.1
MEMORANDUM OF AGREEMENT entered into as of the 23rd day of June, 2004.
BY AND BETWEEN: XXXXXXX X. XXXXXXXX Executive, of the City of Palm Beach,
State of Florida, presently residing at 000 Xxxxx Xxxx Xxx
(hereinafter referred to as the "Vendor")
AND: CLARIDGE ISRAEL LLC, a company duly established pursuant to
the laws of the State of Delaware, one of the United States of
America,
(hereinafter referred to as the "CILLC")
AND: THE XXXXXXX X. XXXXXXXX TRUST, a trust established pursuant to
the laws of the State of New York by Trust Indenture dated the
12th day of December, 1996 among Xxxxx Xxxxxxxx Xxxxxxxx as
Grantor and Xxxx X. Xxxxxxx, Xxxxxx X. Xxxxx and Xxxxxxx X.
Xxxxxxx as Trustees,
(hereinafter referred to as the "XX.XX")
(CILLC and XX.XX are hereinafter collectively referred to as
the "Purchasers")
1. The Vendor hereby sells, transfers and conveys to the Purchasers and the
Purchasers hereby purchases from the Vendor to the extent of fifty percent (50%)
each, two hundred and nine thousand, three hundred and thirty-eight (209,338)
ordinary shares in the capital stock of Koor Industries Ltd. (the "Purchased
Shares").
2. The purchase price for the Purchased Shares shall be Eight Million, Nine
Hundred and Sixty-Eight Thousand, Thirty-Nine Dollars and Ninety-Two Cents (U.S.
Funds) (U.S.$8,968,039.92) payable on the date hereof.
3. The Vendor hereby represents and warrants to the Purchasers the following:
a) that the Vendor is the beneficial owner of the Purchased Shares
which are free and clear of all liens, charges, pledges or other
encumbrances of any kind, nature or description whatsoever;
b) that no person, firm or corporation has any agreement, option or
right capable of becoming an agreement or option for the purchase of
the Purchased Shares; and
c) that the Vendor has the full right, authority and capacity to enter
into this agreement.
4. The representations and warranties contained herein shall survive the
execution of this agreement and shall continue to remain in full force and
effect.
5. Each of the parties shall, from time to time, at the request of the other
party and without further consideration, execute such further instruments of
conveyance and take such other actions as the requesting party may reasonably
require to convey and transfer more effectively to the Purchasers the
CUSIP No.: 500 507 108 Schedule 13D Page 11 of 13 Pages
Purchased Shares. The parties will furthermore sign all documents and do all
things necessary to give effect to the present transaction.
6. The effective date of the present agreement shall be June 23, 2004.
7. Any notice, demand, request or other instrument which may be or is required
to be given under this agreement shall be delivered in person or sent by
registered mail, postage prepaid, and shall be addressed:
a) if to the Vendor, at:
000 Xxxxx Xxxx Xxx
Xxxx Xxxxx, Xxxxxxx
X.X.X. 00000
b) If to Purchasers, at:
c/o Mr. Xxxxx Xxxxx
Davies Xxxx Xxxxxxxx & Xxxxxxxx
000 Xxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxx, X.X.
X.X.X. 00000
8. Any such notice, demand, request or consent shall be deemed to have been
given or made on the day upon which such notice, demand, request or consent is
received and any party may at any time give notice in writing in the manner
aforesaid to the others of any change of address of the party giving such notice
and from and after the giving of such notice the address therein specified shall
be deemed to be the address of such party for the giving of notices and other
communications hereunder.
9. This agreement shall be construed and interpreted in accordance with the laws
of the Province of Quebec.
10. This agreement shall enure to the benefit of and be binding upon the parties
hereto, their respective successors, administrators, representatives and
assigns.
11. The parties acknowledge that they have requested and are satisfied that the
foregoing be drawn up in English. Les parties aux presentes reconnaissent
qu'elles ont exige que ce qui precede soit redige en Anglais et s'en declarent
satisfaites.
IN WITNESS WHEREOF, the parties hereto have executed the present
agreement at the place hereinabove mentioned.
/s/ Xxxxxxx X. Xxxxxxxx
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XXXXXXX X. XXXXXXXX
CUSIP No.: 500 507 108 Schedule 13D Page 12 of 13 Pages
CLARIDGE ISRAEL LLC
Per: /s/ Xxxxx Xxxxxxxx
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Per: /s/ Xxx Xxxxxxxxxx
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XXXXXX XXXXX, XXX XXXXXX and XXX
XXXXXXXXXX in their capacity as trustees
of THE XXXXXXX X. XXXXXXXX TRUST
Per: /s/ Xxxxxx Xxxxx
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Per: /s/ Xxx Xxxxxx
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Per: /s/ Xxx Xxxxxxxxxx
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