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

TRANSLATION FROM HEBREW THE BINDING VERSION IS THE HEBREW VERSION. 7.2 The Company will deposit with the Trustee, within 15 business days from the date set for such payment, the amount of the payment that was not made for a reason not dependent on it, and said deposit will be deemed as the absolute discharge of that payment, and in case of the discharge of all the amounts due on the debenture, also as the redemption of the debenture. The Company will notify the holders entitled to such amount of its deposit with the Trustee. The notice will be sent to the address of the entitled holder written in the register at the time, not later than at the end of 7 business days from the deposit with the Trustee.
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TRANSLATION FROM HEBREW THE BINDING VERSION IS THE HEBREW VERSION. 2.4 Subject to the provisions of clause 2.5 below, the Debentures (Series B) will not be listed on any stock exchange. Subject to the provisions of the law and to the Stock Exchange rules, the Company will register the debentures in the name of the Registration Company of Israel Discount Bank Ltd, and within 30 days from the date of their issuance they will be registered at the Stock Exchange clearinghouse, which will provide clearing services for the debentures, and they will also be listed in the computerized trading system for institutional investors operated by the Stock Exchange (“listing in the institutional continuous trading system”). Failure to list the debentures in the institutional continuous trading system as aforesaid owing to an act or omission of the Company shall be deemed a fundamental breach by the Company. It is hereby clarified that subject to the provisions of the law and the Stock Exchange rules, other than an institutional investor as defined in the First Schedule to the Securities Law, 5728-1968, no one may trade in the debentures in the framework of the computerized trading system for institutional investors as stated.
TRANSLATION FROM HEBREW THE BINDING VERSION IS THE HEBREW VERSION securities for ensuring the payments to the Holders of the Debentures of the same series and/or the economic value of the securities, insofar they shall be provided. The Trustee had not been requested to prepare, and in fact, did not prepare, an economic, accounting or legal due diligence inspection, in respect of the state of the business of the Company or the subsidiaries thereof. In the engagement thereof in the Indenture, and in the Trustee’s consent to serve as a trustee for the Holders of Debentures of such series, the Trustee does not provide the opinion thereof, explicitly or implicitly, in respect of the economic value of the securities, insofar as they were provided and/or will be provided (if at all) by the Company and/or in respect of the Company’s ability to comply with its undertakings towards the Holders of the Debentures of the same series. The aforesaid shall not derogate of the Trustee’s duties according to any law and/or the Indenture, and it does not derogate from the Trustee’s duty (insofar as such duty applies to the Trustee according to any law) to examine the influence of changes in the Company from the date of the Prospectus onwards, insofar as they may adversely affect the Company’s ability to comply with its undertakings to the Holders of Debentures of the same series. Insofar as it had not been otherwise determined in any Initial Offering Report of Debentures of any Relevant Series, the Company shall be entitled to pledge all of its assets and/or any part thereof, in any charge and in any manner, in favor of whomever its shall deem fit, with no restriction, and at any rank, including for securing any Debentures (or any series of debentures) or other undertakings, and without requiring the consent of the Trustee and/or the holders of the Debentures of any series. Also, the Company shall be entitled to sell, lease, deliver and/or transfer in any other way, the property thereof, in whole or in part, in any manner, in favor of whomever it shall deem fit, without requiring any consent of the Trustee and/or the Holders of Debentures of any series. The Debentures of any Relevant Series shall equally rank, pari passu, among themselves in respect of the Company’s undertakings pursuant to the Debentures of the same series, and without any preference or priority of one over the other.
TRANSLATION FROM HEBREW THE BINDING VERSION IS THE HEBREW VERSION period between the effective date for payment of interest and the date of actual payment thereof. The early redemption date of Series 1 to 6 Debentures in respect of which such delisting decision had been made, will occur no earlier than thirty (30) days from the date of publication of the notice and no later than forty five (45) days from the said date, but not in the period between the effective date for payment of interest and the date of actual payment thereof. On the early redemption date the Company shall redeem the Debentures of the same series in which the Holders had sought to redeem, according to the balance of the nominal value thereof, plus linkage differentials, if any, and interest, accrued on the Principal, while the interest shall be calculated pro rata to the period commencing on the day after the last day for which interest was paid and until the actual early redemption date (calculation of the interest for a part of a year will be done on the basis of 365 days a year). Determination of an early redemption date as aforesaid, may not prejudice the redemption rights prescribed in the Debentures of the same series, to any of the Holders who shall not redeem such on the early redemption date as aforesaid, and in case of convertible Debentures, it may also not prejudice the conversion rights prescribed therein, but the Debentures shall be delisted from TASE and the tax implications deriving therefrom shall apply thereto, inter alia. Early Redemption of the Debentures as aforesaid, shall not confer upon anyone who held Debentures of the same series which shall be so redeemed, the right to payment of Principal and/or interest for the period following the redemption date.
TRANSLATION FROM HEBREW THE BINDING VERSION IS THE HEBREW VERSION. Consideration withholding tax according to a mechanism to be coordinated in advance with the Stock Exchange and as set forth in clause 4.4 below.
TRANSLATION FROM HEBREW THE BINDING VERSION IS THE HEBREW VERSION. Company or to Cellcom, as the case may be, within 10 business days after the Closing Date, Cellcom shall deduct from the Merger Consideration withholding tax at the maximum rate applying under the Deduction Regulations.
TRANSLATION FROM HEBREW THE BINDING VERSION IS THE HEBREW VERSION. 5.4 There is no undertaking on the part of the Target Company or any of its managers or officers requiring the Target Company to allot shares or convertible securities and/or other rights and/or securities of any nature and kind and/or undertaking to grant rights to shares and/or other securities of any nature and kind to any person, and no such undertaking shall be assumed by the Target Company and any of its managers or officers until the Closing Date.
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TRANSLATION FROM HEBREW THE BINDING VERSION IS THE HEBREW VERSION. 1.00 par value each. As of the date of execution of this Agreement, Netvision, and to the best of Netvision's knowledge the Subsidiaries, do not hold any shares of Netvision.
TRANSLATION FROM HEBREW THE BINDING VERSION IS THE HEBREW VERSION. 6.5 From the date of publication of Netvision's First Quarter 2011 Report (May 15, 2011) to the Execution Date, there was no significant event in the Netvision Group in respect of which Netvision did not issue an immediate report. Without derogating from the generality of the above, except as set forth in Netvision's immediate report, from May 15, 2011 until the Execution Date, Netvision does not know of any event that could significantly affect the assets, the position or the operating or business results of the Netvision Group.
TRANSLATION FROM HEBREW THE BINDING VERSION IS THE HEBREW VERSION. Important Assets are free from any debt, attachment, charge, pledge, mortgage or lien, preemptive right and right of first refusal. Except as set out in Appendix 6.10, to the best of Netvision's knowledge, the Netvision Group's Important Assets are in good and serviceable condition as required for carrying out the Netvision Group's business activity as it is presently carried out, and Netvision does not foresee any necessity for investments in assets on the part of the Netvision Group in the course of 2011 in amounts in excess of NIS 10 million beyond the amounts set out in the business plan for 2011, a true copy of which was provided to Cellcom. In this clause, "important asset" means an asset (including a right) with a value of at least NIS 10 million and/or an asset which, if damaged, would or could significantly impair the results of the Netvision Group.
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