"6. restrictions on Transfer
6.1 General - No shareholder may transfer any of the Company's Shares and any other rights such shareholder may have in the company, unless the transfer is in compliance with this section 6. …."
- בסעיף 6.5 להסכם, יש חזרה נוספת על הגדרת ההגבלה על העבירות כדלהלן :
" 6.5 Restrictions on the Transfer of Shares
6.5.1 Other than to a Permitted Transferee, all shareholders are not entitled to transfer any of their holdings in the Company form the date of this Agreement until 12 months following the Taking over Date (the " Lockup Period").
6.5.2 For the purpose of this section 6 and its subsections, a transfer of Shares shall include also:
6.5.2.1 the creation of any lien, pledge, mortgage, charge or encumbrance of any type whatsoever, over the Shares and the grant of any option, warrant of other rights to purchase the Shares except for a charge or lien to the benefit of third parties who are not Shareholders or Affiliates of a Shareholder to secure financing, provided only that the approval of the finance parties, if required, is obtained.
6.5.2.2 The transfer or issuance of Shares in a Shareholder to any third party (which in not a permitted Transferee), granting such third party at least 51% of its issued share-capital and at least 51% of all controlling means, where the Shares of such Shareholder in the Company represent all or substantially all of the assets of such Shareholder. "
- סעיף 6.6 להסכם בעלי המניות עוסק בזכות הסירוב הראשונה ובמסגרתו נקבע, בין היתר, כדלהלן:
" 6.6. Rights of first Refusal
Any transfer of the Shares in the Company, other than a transfer pursuant to sections 6.5.1, 6.5.3, and 6.5.5 , shall be subject to the following:
6.6.1 Following the Lockup Period, any of the Shareholders ( the: "selling Shareholder") may transfer of otherwise dispose of all or part of its shares ( " the Offered Shares") to a third party (" the offering third party") that has made a binding written offer to purchase such shares ("the Purchase offer") if: (1) the selling shareholder first offers the Offered shares to the other shareholders……"