TRANSLATION FROM HEBREW THE BINDING VERSION IS THE HEBREW VERSION Sample Clauses

TRANSLATION FROM HEBREW THE BINDING VERSION IS THE HEBREW VERSION frequency of redemptions shall not exceed one redemption per year. The first possible date for early redemption shall be determined in the shelf offering report pursuant to which the Debentures shall be initially offered. Any amount discharged by way of early redemption by the Company, shall be discharged in respect of all of the Debenture Holders, pro rata, according to the nominal value of the held Debentures. In is hereby noted that in the event of partial early redemption, to the extent preformed, the Company shall pay the Holders of the Debentures from the Relevant Series on the date of partial early redemption, the interest accumulated only for the part to be redeemed in the partial redemption and not for all the unpaid balance. Upon the adoption of a resolution by the Company’s board of directors in respect of the effectuation of an early redemption as aforesaid, the Company shall issue an immediate report of the early redemption to the Debenture Holders, in which the effective date for the effectuation thereof shall be determined in the immediate report and shall take place no less than seventeen (17) days and no more than forty five (45) days prior to the early redemption date. The early redemption date shall not take place in the period between the effective date for payment of interest for the Debentures and the date of actual payment thereof. In the immediate report as aforesaid, the Company shall publish the amount of the principal to be discharged through early redemption as well as the interest accrued in respect of the said amount of principal until the early redemption date, according to the provisions below. Early redemption for part of the Debenture Series shall not be effected if the amount of the last redemption was less than NIS 3.2 million. On a partial early redemption date, if any, the Company shall announce in an immediate report: (1) the rate of partial redemption in terms of the unpaid balance; (2) the rate of the partial redemption in terms of the original series; (3) the interest rate on the redeemed part in the partial redemption; (4) the interest rate to be paid in the partial redemption, calculated in respect of the unpaid balance; (5) an update of the partial redemption rates remaining, in terms of the original series; (6) the effective date for entitlement to receive the early redemption of the Debenture principal, which will take place twelve (12) days prior to the date scheduled for the early redemption. The amount whic...
TRANSLATION FROM HEBREW THE BINDING VERSION IS THE HEBREW VERSION. 20. Resolutions of Holdersmeeting shall be adopted by a simple majority, unless a different majority is prescribed by the Securities Law or the Indenture or if the Trustee determined, pursuant to its authorities under the Indenture, that a resolution shall be adopted by a majority which is not a simple majority. The majority required for the adoption of a Special Resolution at a Holders’ meeting is a majority of at least seventy-five (75%) of all of the participating votes, excluding abstainers.
TRANSLATION FROM HEBREW THE BINDING VERSION IS THE HEBREW VERSION. [e] The payment to entitled persons shall be performed by way of check or wire transfer to the credit of the bank account of the persons whose names will be registered on the Register and which will be specified in the details which will be delivered to the Company in advance, according to the provisions of sub-section [f] below. If the Company will be unable to pay any amount to those who are entitled thereto, for a reason beyond its control, the provisions of Section 15 of the Indenture shall apply. [f] A registered Debenture Holder shall inform the Company of the details of the bank account to be credited with the payments pursuant to the Debentures as aforesaid, or of a change in the details of such account or his address, as the case may be, in a written notice which he will dispatch via registered mail to the Company. The Company shall be obligated to act according to the notice of a registered Holder pertaining to such change after the lapse of fifteen (15) Business Days from the date on which his notice shall have reached the Company.
TRANSLATION FROM HEBREW THE BINDING VERSION IS THE HEBREW VERSION. [b] The Holders’ resolution to accelerate the Debentures of the Relevant Series shall be adopted at the Holders’ meeting, in which Holders of at least fifty percent (50%) of the balance of the nominal value of the Debentures of the Relevant Series were present, by a majority of the Holders of the balance of the nominal value of the Debentures represented at the vote or by such majority at an adjourned Holders’ meeting in which Holders of at least twenty percent (20%) of such balance were present;
TRANSLATION FROM HEBREW THE BINDING VERSION IS THE HEBREW VERSION. Should the discount rate that shall be determined for the Series L Debentures due to an expansion of the series be different to the discount rate of the Series L Debentures existing in circulation at such time, the Company shall file a request, prior to the expansion of the series, to the Tax Authority in order to receive its approval whereby in respect of the tax withholding from the discount fees for the Debentures, a uniform discount rate shall be determined for the Debentures, according to a weighted formula taking into account the various discount rates of the same series, if any. In case such approval is obtained, the Company shall calculate the weighted discount rate for all of the Debentures prior to the date of expansion of the series, and shall publish the uniform weighted discount rate for the entire Series in an immediate report, prior to the expansion of the series as aforesaid, and shall withhold tax at the maturity dates of the Debentures according to such weighted discount rate and pursuant to the provisions of the law. Should such approval not be obtained, the Company shall announce in an immediate report, prior to the issuance of the Debentures as a result of the expansion of the series of the failure to obtain such approval, and that the uniform discount rate shall be the highest discount rate created for the series. The Company shall withhold tax upon the maturity of the Debentures, according to the discount rate that shall be reported as aforesaid. Therefore, there may be cases where the Company shall withhold tax for discount fees at a rate higher than the discount fees determined for a Debenture Holder prior to the expansion of the Series. In such event, a Holder holding the Debentures prior to the expansion of the series and until the maturity of the Debentures, shall be entitled to file a tax report with the Tax Authority and be refunded for the tax withheld from the discount fees, to the extent he is entitled to such refund under law. Notwithstanding the foregoing, an additional issuance of additional Debentures by way of expansion of a series, shall be effected subject to the following: (1) the additional issuance of such Debentures in itself (and not any other reason or circumstance existing prior to such issuance) shall not derogate from the rating of such Debenture Series prior to the expansion. In any event of such additional issuance, the Company shall inform the Trustee in writing, prior to the additional issuance as afores...
TRANSLATION FROM HEBREW THE BINDING VERSION IS THE HEBREW VERSION if and insofar as it is determined in their first offering report that the provisions hereof shall apply thereto), were not paid-up in full, the Company shall not be authorized to perform a distribution (as this term is defined in the Companies Law), including a distribution of dividend, to its shareholders in a sum exceeding 95% of the total sum of the Company’s profits as defined in Section 302 of the Companies Law of the Company (the “Maximum Distribution Rate”) on the date of the board of directorsresolution on such distribution. Notwithstanding the aforesaid, if the Debt to EBITDA Ratio (as this term is defined in Section 8.1.16 of the Indenture) exceeds 3.5, the Maximum Distribution Rate shall stand at 85% of the total sum of the Company’s profits as defined in Section 302 of the Companies Law and if the Debt to EBITDA Ratio (as this term is defined in Section 8.1.16 of the Indenture) exceeds 4, the Maximum Distribution Rate shall stand at 70% of the total sum of the Company’s profits as defined in Section 302 of the Companies Law. It is clarified that as of the date of execution hereof, except for the aforesaid undertaking, no limitation applies to the Company with respect to the performance of a distribution (as defined in Section 302 of the Companies Law) except as follows: (1) limitations that apply to the Company pursuant to the Companies Law with respect to the performance of a distribution; (2) limitations that arise from the Company’s license to provide cellular communication services as specified in the Company’s annual statement for 2010, which was filed on form F-20 (filed with the Securities Authority on March 15, 2011 (Ref. no. 2011-02-080886)) under Item 8Dividend Policy. It shall be clarified that the aforesaid limitations apply to the Company in connection with the performance of a distribution as of the date of execution hereof. In this context, it shall be noted that the scope of the limitations that apply to the Company as aforesaid, including the aforesaid limitations, may be adjusted and/or modified from time to time and the Company does not undertake to update the Debenture Holders and/or the Trustee specifically of such adjustment and/or modification. It shall be further clarified that the aforesaid description of the limitations does not create in any way an obligation of the Company vis-à-vis the Debenture Holders.
TRANSLATION FROM HEBREW THE BINDING VERSION IS THE HEBREW VERSION. Other than the Negating Pledge Undertaking specified above, Debentures of the Relevant Series are not secured by any collateral, pledge or otherwise. For the avoidance of doubt it is clarified, that the Trustee is not obligated to examine, and de-facto the Trustee did not examine and will not examine, the need to provide collateral for securing the payments to the Holders of Debentures of the Relevant Series. The Trustee was not requested to perform and de-facto did not perform and will not perform, a financial, accounting or legal due diligence review as to the financial position of the Company or its subsidiaries. By engaging in this Indenture, and by the Trustee’s consent to serve as trustee for the Holders of Debentures of the Relevant Series, the Trustee does not opine, whether expressly or implicitly, as to the Company’s ability to fulfill its undertakings towards the Holders of Debentures of the Relevant Series. The foregoing shall not derogate from the Trustee’s duties under any law and/or the Indenture, and in such context shall not derogate from the Trustee’s duty (to the extent that such duty applies to the Trustee under any law) to examine the influence of changes in the Company from the date of issuance of the Series J Debentures and the Series K Debentures onwards, to the extent that they may adversely affect the Company’s ability to fulfill its undertakings towards the Holders of Debentures of the Relevant Series.
TRANSLATION FROM HEBREW THE BINDING VERSION IS THE HEBREW VERSION. The Trustee is authorized to determine the amount of the Financing Cushion and shall be entitled to repeatedly act to create an additional Financing Cushion as aforesaid, from time to time, all subject to the provisions of this Section 25. To the extent that regulations under Section 35E1 of the Securities Law shall enter into effect (and apply to the Company) in respect of depositing a deposit by the Company in favor of the Debenture Holders, such deposit shall serve in lieu of the Financing Cushion, and the provisions of this Section shall apply to such deposit, mutatis mutandis, subject to the provisions of any law.
TRANSLATION FROM HEBREW THE BINDING VERSION IS THE HEBREW VERSION. In any matter not mentioned herein as well as in any case of conflict between the mandatory provisions of the Securities Law regarding Debentures of the Relevant Series and this Indenture, the parties shall act in accordance with the provisions of the Securities Law, with no necessity to amend the provisions of this Indenture.
TRANSLATION FROM HEBREW THE BINDING VERSION IS THE HEBREW VERSION. Is shall be clarified that in any event of a change in the interest rate due to the aforementioned change of rating set forth under this section, no change shall be made in regard of the payment dates (principal or interest) or the effective date.