Notwithstanding anything to the contrary in these articles, until the closing of a qualified IPO, and for so long as the founders and/or their permitted transferees collectively hold at least ten (10%) percent of the company's issued and outstanding share capital on an As Converted Basis, the company shall not, either directly or indirectly by amendment, merger consolidation or otherwise, do any of the following without (in addition to any other vote required by law or these articles) the affirmative vote or written consent of Dr. Yosef Segman:
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45.3.7 A decision of the Board to assume the authority of the General Manager, in whole or in part, to instruct the General Manager how to act in a particular matter and to determine whether the General Manager is unable to authorize his authority, all as set forth in Article 63 or otherwise.
עוד מפנים הם לסעיף 58 המורה כי יוסף ישמש כיו"ר דירקטוריון החברה ולסעיף 62 לתקנון הקובע כי יוסף ישמש כמנכ"ל החברה. וכך נאמר בסעיפים אלו:
58 .Dr. Yosef Segman shall be the chairman of the board (the "chairman") for so long as the founders are the largest shareholder of the company, unless the waives his right to be chairman. Subject to the foregoing, the directors may appoint a chairman of the board from amongst the board members. The chairman of the board shall on no account have an additional or casting vote.
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62. The General Manager
As the adoption of these articles, Dr. Yosef Segman is the company General Manager. Subject to articles 45.3 the Board may appoint a General Manager (who may go by the title Chief executive officer, which will be referred to in these articles as a general manager). The general manager may be a director/or the chairman. Such appointment(s) may be either for a fixed term or without any limitation of time, and the board may, from time to time (subject to the provisions of the companies law and of any contract between any such person and the company) fix his salary and emolument, remove or dismiss him from office and appoint another in his place.