Common use of Transaction at Closing Clause in Contracts

Transaction at Closing. At the Closing, after counterparts of this Agreement have been executed and delivered by all Parties, each of the following transactions shall occur, (or shall previously occurred) which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered: 1.7.1 The Sellers shall deliver, or shall cause the Company to deliver, to the Buyer the following documents: (i) Share Transfer Deeds in respect of all the Shares of the Company owned by the Sellers. (ii) Approval of the Board of Directors of the Company to the transfer of the Shares. (iii) The resignation of the directors of the Company. (iv) Approval of the Income Tax Authorities to the exchange of the options of the Company’s employees; 1.7.2 The Buyer shall deliver to the Sellers the following documents: (i) Resolutions of the Shareholders Meeting of the Buyer to increase the share capital of the Buyer and resolutions of the Buyer’s Board of Directors approving the execution and performance of this Agreement including the issuance of the Buyer Shares, Warrants and Loan Shares and any other required corporate approvals according to US and Israeli law. (ii) Approval of the Office of the Chief Scientist and Investment Center. (iii) Approval of the Anti-Trust Controller, if required. (iv) Approval of Ministry of Communications as required under the Company’s license. (v) Approval of Bank Ha’Poalim B.M. to specify the Guarantees to specific loans and to cancel the Guarantees in accordance with an agreed upon repayment schedule of such loans. 1.7.3 The Buyer shall deliver to each of the Sellers its respective share certificate in connection with the Buyer Shares within fourteen days from the Closing.

Transaction at Closing. At the Closing, after counterparts of this Agreement have been executed and delivered by all Parties, each of the following transactions shall occur, (or shall previously occurred) which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered: 1.7.1 The Sellers shall deliver, or shall cause the Company to deliver, to the Buyer the following documents: (i) Share Transfer Deeds in respect of all the Shares of the Company owned by the Sellers. (ii) Approval of the Board of Directors of the Company to the transfer of the Shares. (iii) The resignation of the directors of the Company. (iv) Approval of the Income Tax Authorities to the exchange of the options of the Company’s employees; 1.7.2 The Buyer shall deliver to the Sellers the following documents: (i) Resolutions of the Shareholders Meeting of the Buyer to increase the share capital of the Buyer and resolutions of the Buyer’s Board of Directors approving the execution and performance of this Agreement including the issuance of the Buyer Shares, Warrants and Loan Shares and any other required corporate approvals according to US and Israeli law. (ii) Approval of the Office of the Chief Scientist and Investment Center. (iii) Approval of the Anti-Trust Controller, if required. (iv) Approval of Ministry of Communications as required under the Company’s license. (v) Approval of Bank Ha’Poalim B.M. to specify the Guarantees to specific loans and to cancel the Guarantees in accordance with an agreed upon repayment schedule of such loans. 1.7.3 The Buyer shall deliver to each of the Sellers its respective share certificate in connection with the Buyer Shares within fourteen days from the Closing.. DBSI Investments Ltd. (“DBSI”), the controlling shareholder of the Buyer, shall grant to each of the Sellers, for a period of 24 months from the Closing, a tag along right in connection with any and all sale/s of its shares of the Buyer, during such period, which reduce, in the aggregate, DBSI’s holdings in the Buyer, on a fully diluted basis, to below 50% of its percentage holdings of the Buyer, on a fully diluted basis, immediately following the Closing. This right shall be pro-rata among such Sellers that utilize such right and DBSI, in proportion to their holdings in the Buyer at the date of exercise of this right. A form of the agreement to be entered into between DBSI and the Sellers is attached hereto as Annex G.