Exhibit 3.2
THE COMPANIES LAW
A COMPANY LIMITED BY SHARES
AMENDED AND RESTATED ARTICLES OF ASSOCIATION
of
CYREN LTD.
|
1.1.
|
Construction. In these Articles, each of the following
terms shall have the respective meaning appearing next to it, if not inconsistent with the subject or context:
|
|
|
1.1.1.
|
“Articles” - These Articles of Association,
as amended from time to time.
|
|
|
1.1.2.
|
“Board” - the board of directors appointed
under these Articles.
|
|
|
1.1.3.
|
“Company” - Cyren Ltd.
|
|
|
1.1.4.
|
“Companies Law” - The Companies Law,
5759-1999 and any regulations promulgated thereunder.
|
|
|
1.1.5.
|
“General Meeting” - an Annual Meeting
or a Special Meeting as defined in Article 9.2.1.
|
|
|
(a)
|
A holder of one or more of the shares of the Company; or
|
|
|
(b)
|
a person registered as such in the Register of Shareholders;
or
|
|
|
(c)
|
a person who holds a share certificate.
|
|
|
1.1.7.
|
“Register of Shareholders” - The Register
of Shareholders pursuant to Article 12.
|
|
|
1.1.8.
|
“Year and Month” - A Gregorian month
or year.
|
|
1.2.
|
Any capitalized term used but not otherwise defined in these
Articles shall have the meaning ascribed to it in the Companies Law.
|
The Company is a Public Company as such
term is defined in the Companies Law.
|
3.1.
|
The authorized share capital of the Company is NIS 240,000,000
(two hundred and forty million New Israeli Shekels) divided into 80,000,000 (eighty million) Ordinary Shares of nominal value NIS 3.00
per share (“Ordinary Shares”).
|
|
3.2.
|
The holders of issued and outstanding Ordinary Shares shall
have all the rights, powers and authorities associated with the shares of the Company, including the power to appoint directors, to receive
notice of, and to vote in, General Meetings of the Company, and to receive dividends and any surplus upon the liquidation of the Company.
|
|
3.3.
|
If at any time the share capital is divided into different
classes of shares, then, unless the conditions of allotment of such class provide otherwise, the rights, additional rights, advantages,
restrictions and conditions attached or not attached to any class, at any given time, may be modified, enhanced, added or abrogated by
the Company by resolution at a meeting of the holders of the shares of such class.
|
|
4.
|
Issuance of Securities
|
|
4.1.
|
The unissued shares of the Company shall be under the control
of the Board.
|
|
4.2.
|
The Board shall have the power to allot, issue or otherwise
dispose of shares to such persons, at such times, on such terms and conditions, and either at par or less than par, at a premium, for
cash or other consideration, in whole or in part, at a discount or with payment of commission, with such preferred or deferred rights,
restrictions or conditions, all in accordance with the provisions of the Companies Law and as the Board shall deem fit from time to time,
provided that such shares do not exceed the registered share capital of the Company. The Board of Directors shall also have the power
to give any person the option to acquire from the Company any shares, either at par or less than par, at a premium, for cash or other
consideration, in whole or in part, at a discount or with payment of commission, all in accordance with the provisions of the Companies
Law and as the Board shall deem fit from time to time.
|
|
4.3.
|
The Board may resolve to issue one or more series of debentures;
however, such borrowing power shall be limited to actions that do not unreasonably jeopardize the Company’s ability to pay its
debt or to conduct its business as an entity that seeks to maximize profits.
|
|
4.4.
|
The Company may, subject to applicable law, issue redeemable
shares and redeem the same.
|
|
5.
|
Reorganization of Capital
|
|
|
5.1.1.
|
The Company may, from time to time, by resolution of the Shareholders,
whether or not all the shares then authorized have been issued, and whether or not all the shares issued have been called for payment,
increase its authorized share capital. Any such increase shall be in such amount and shall be divided into shares of such nominal amounts,
with such rights and preferences and subject to such restrictions, as such resolution shall provide.
|
|
|
5.1.2.
|
Except to the extent otherwise provided in such resolution,
any new shares included in the authorized share capital increased under Article 5.1.1 shall be subject to all the provisions of these
Articles which are applicable to shares included in the existing share capital, without regard to class (and, if such new shares are
of the same class as a class of shares included in the existing share capital, to all of the provisions that are applicable to shares
of such class included in the existing share capital).
|
|
5.2.
|
Consolidation, Subdivision, Cancellation and Reduction
of Capital.
|
The Company may, from time to time, by resolution of the Shareholders (subject to applicable law):
|
|
5.2.1.
|
consolidate all or any part of its issued or unissued share
capital into shares of a per share nominal value that is greater than the per share nominal value of its existing shares;
|
|
|
5.2.2.
|
subdivide its shares (issued or unissued) or any of them into
shares of lesser nominal value than is fixed by these Articles;
|
|
|
5.2.3.
|
cancel any shares that have not been issued or subscribed
for, and decrease the amount of its authorized share capital by the amount of the shares so canceled, subject to any commitment (including
a conditional commitment) given by the Company in respect of such shares.
|
|
|
5.2.4.
|
reduce its share capital in any manner, and with and subject
to any consent required by law.
|
|
5.3.
|
With respect to any action that may result in fractional
shares, the Board may settle any difficulty that may arise with regard thereto as it deems fit, and in connection with
any such consolidation or other action that may result in fractional shares may, without limitation:
|
|
|
5.3.1.
|
determine, as to the holder of the shares so consolidated,
which issued shares shall be consolidated into a share of a larger nominal value per share;
|
|
|
5.3.2.
|
allot, in contemplation of or subsequent to such consolidation
or other action, shares or fractional shares sufficient to preclude or remove fractional share holdings;
|
|
|
5.3.3.
|
redeem, in the case of redeemable shares and subject to the
Companies Law, such shares or fractional shares sufficient to preclude or remove fractional share holdings; or
|
|
|
5.3.4.
|
cause the transfer of fractional shares by certain Shareholders
to other Shareholders so as most expediently to preclude or remove any fractional share holdings, and cause the transferees of such fractional
shares to pay the transferors of such fractional shares the fair value thereof, and the Board is hereby authorized to act in connection
with such transfer as agent for the transferors and transferees of any such fractional shares, with full power of substitution, for the
purpose of implementing the provisions of this Article 5.3.
|
|
6.1.
|
Registration of Transfer
|
|
|
6.1.1.
|
No transfer of shares shall be registered in the Register
of Shareholders unless one of the following conditions has been met:
|
|
|
6.1.1.1.
|
a proper writing or instrument of transfer (in any customary
form or any other form satisfactory to the Board) signed by the transferee and the transferor, together with the share certificate(s)
and such other evidence of title as the Board may reasonably require, were submitted to the Company, and the relevant provisions in these
Articles to effect a transfer of shares have been fully complied with. Until the transferee has been registered in the Register of Shareholders
in respect of the shares so transferred, the Company may continue to regard the transferor as the owner thereof.
|
|
|
6.1.1.2.
|
the Company received a court order requiring the change in
the Register of Shareholders.
|
|
|
6.1.1.3.
|
the Company received proof that the legal requirements for
the assignment of rights to any Shares were fulfilled.
|
|
|
6.1.1.4.
|
the occurrence of a condition that is sufficient, under these
Articles, to effect the change in the Register of Shareholders.
|
|
|
6.2.1.
|
In case of a share registered in the names of two or more
holders, the Company may recognize the survivor(s) as the sole owner(s) thereof unless and until the provisions of Article 6.2.2 have
been effectively invoked.
|
|
|
6.2.2.
|
Any person becoming entitled to a share in consequence of
the death of any person, upon producing evidence of the grant of probate or letters of administration or order of inheritance (or such
other evidence as the Board may reasonably deem sufficient), shall be registered as a Shareholder in respect of such share, or may, subject
to the regulations as to transfer herein contained, transfer such share.
|
|
6.3.
|
Receivers and Liquidators
|
|
|
6.3.1.
|
The Company may recognize any receiver, liquidator or similar
official appointed to wind up, dissolve or otherwise liquidate a corporate Shareholder, and a trustee, manager, receiver, liquidator
or similar official appointed in bankruptcy or in connection with the reorganization of, or similar proceeding with respect to a Shareholder
or its properties, as being entitled to the shares registered in the name of such Shareholder.
|
|
|
6.3.2.
|
Such receiver, liquidator or similar official appointed to
wind up, dissolve or otherwise liquidate a corporate Shareholder, and such trustee, manager, receiver, liquidator or similar official
appointed in bankruptcy or in connection with the reorganization of, or similar proceeding with respect to, a Shareholder or its properties,
upon producing such evidence as the Board may deem sufficient as to his authority to act in such capacity or under this Article, shall
with the consent of the Board (which the Board may grant or refuse in its absolute discretion) be registered as a Shareholder in respect
of such shares, or may, subject to the regulations as to transfer contained in these Articles, transfer such shares.
|
|
7.
|
Limitation of Liability
|
The liability of each Shareholder shall
be limited to the payment of the nominal value of its shares or the subscription price paid for such shares, if greater than the nominal
value. If the Company issues shares for consideration that is less than the nominal value of such shares, in accordance with, the terms
and conditions set forth in Section 304 of the Companies Law, then the liability of each such Shareholder shall be governed by the terms
of Section 304 of the Companies Law.
|
8.
|
Amendments to the Articles
|
The Company may amend these Articles by
resolution adopted by the Shareholders by a regular majority of Shareholders present at the General or Special Meeting entitled to vote.
The Company shall not amend the Articles in a manner that adversely affects the rights of a Shareholder without obtaining the consent
of all Shareholders that are adversely affected by such modification. For the avoidance of doubt, any amendment that affects all the Shareholders
in the same manner shall not be deemed to constitute a modification of rights associated with specific shares.
|
9.1.
|
The Powers of the General Meeting
|
The following matters of the Company shall
be decided in a General Meeting of Shareholders:
|
|
9.1.1.
|
Amendment of these Articles.
|
|
|
9.1.2.
|
Exercise of the powers vested in the Board in the event that
the Board is unable to exercise such powers, as provided in Section 52(a) of the Companies Law.
|
|
|
9.1.3.
|
Appointment and termination of the Company’s auditors.
|
|
|
9.1.4.
|
Approval of actions and transactions that are required pursuant
to Sections 254 and 255, and 270 through 275, of the Companies Law.
|
|
|
9.1.5.
|
Increase and reduction of the authorized share capital of
the Company in accordance with Sections 286 and 287 of the Companies Law.
|
|
|
9.1.6.
|
Approval of a merger in accordance with Section 320(a) of
the Companies Law.
|
|
|
9.1.7.
|
Discussion of the financial statements at an Annual Meeting
(as defined below).
|
|
|
9.1.8.
|
Appointment of Outside Directors in accordance with Section
239(b) of the Companies Law.
|
|
9.2.
|
Annual Meetings and Special Meetings
|
|
|
9.2.1.
|
An Annual General Meeting shall be held at least once in every
calendar year (within a period of not more than 15 months after the last preceding Annual General Meeting), at such time and at
such place as determined by the Board. Such Annual General Meetings shall be referred to as “Annual Meetings”. Any other
Shareholders meetings shall be referred to as “Special Meetings”.
|
|
|
9.2.2.
|
The agenda at an Annual Meeting shall include a discussion
of the annual financial statements of the Company and of the report submitted by the Board that shall include explanations concerning
the various events that had an influence on the financial statements.
|
|
9.3.
|
Convening a General Meeting
|
|
|
9.3.1.
|
The Board may, whenever it thinks fit, convene a Special Meeting,
at such time and place as may be determined by the Board, and shall be obliged to do so upon the receipt of a written request from (i)
either 2 directors or 25% of the directors then in office, (ii) a Shareholder or group of Shareholders that holds at least 5% of the
issued and outstanding shares of the Company and at least 1% of the voting rights in the Company, or a Shareholder or group of Shareholders
that holds at least 5% of the voting rights in the Company, as provided in Section 63 of the Companies Law.
|
|
|
9.3.2.
|
Notice of a General Meeting shall be delivered to Shareholders
entitled to receive such notice in the manner and to the extent required by the Companies Law and any regulations promulgated thereunder.
The Company shall make copies of its annual financial statements available for inspection by the Shareholders at the principal offices
of the Company. The Company shall not be required to send copies of its annual financial statements to Shareholders, except upon request.
|
|
|
9.3.3.
|
The accidental omission to give notice of a meeting to any
Shareholder or Shareholders, or the non-receipt of notice sent to such Shareholder, shall not invalidate the proceedings at such
meeting.
|
|
9.4.
|
Proceedings at a General Meeting
|
|
|
9.4.1.
|
The Agenda: The agenda for a General Meeting shall
be determined by the Board, and shall include (i) in the case of a Special Meeting, the matters for which the Special Meeting was convened
pursuant to Section 63 of the Companies Law, and (ii) matters requested by a Shareholder or Shareholders holding not less than (1%) of
the voting rights in the General Meeting, provided that such proposed matter is appropriate for discussion in a General Meeting. Only
resolutions on matters that are specified in the agenda shall be adopted at such Special Meeting.
|
|
|
9.4.2.1.
|
No business shall be transacted at a General Meeting unless
a legal quorum is present, and no resolution may be passed unless a legal quorum is present at the time such resolution is voted upon.
|
|
|
9.4.2.2.
|
In the absence of a contrary provision in these Articles or
in the Companies Law, two or more Shareholders, present in person or by proxy and holding shares conferring in the aggregate at least
one third of the outstanding voting power of the Company shall constitute a legal quorum at General Meetings.
|
|
|
9.4.2.3.
|
If within half an hour from the time scheduled for a General
Meeting a legal quorum is not present, the meeting shall be adjourned to the same day in the next week, at the same time and place, or
to such other day and at such other time and other place as the Board may determine in a notice to the Shareholders. If within half an
hour from the time scheduled for the adjourned meeting a legal quorum is not present, then any two Shareholders entitled to vote, present
in person or by proxy, shall constitute a legal quorum for such adjourned meeting and shall be entitled to resolve any matters on the
agenda of the meeting.
|
|
|
9.4.3.
|
Chairman: The Chairman of the Board shall preside at
every General Meeting of the Company and shall be appointed as the Chairman of the General Meeting. If a Chairman of the Board was not
appointed, or if the Chairman of the Board is not present within 15 minutes after the time scheduled for the meeting or is unwilling
to take the chair, the Shareholders present shall choose someone of their number to be the chairman of such meeting. The office of Chairman
of a General Meeting shall not, by itself, entitle the holder to vote at any General Meeting nor shall it grant him a second or casting
vote (without derogating, however, from the right of such Chairman to vote as a shareholder or proxy of a shareholder if, in fact, he
is also a shareholder or such proxy).
|
|
|
9.4.4.
|
Power to Adjourn: The Chairman of a General Meeting
at which a quorum is present may, with the consent of the holders of a majority of the voting power represented in person or by proxy
and voting on the question of adjournment, and shall if so directed by the meeting, adjourn the meeting from time to time and from place
to place, but no business shall be transacted at any adjourned meeting except business that might lawfully have been transacted at the
meeting as originally called.
|
|
|
9.4.5.
|
Voting Power: Every matter submitted to the General
Meeting shall be decided by a vote. Any vote in a General Meeting shall be conducted in accordance with the voting rights that each Shareholder
is entitled to in accordance with the number of shares granting voting rights that are held by such Shareholder.
|
|
|
9.4.6.
|
Adoption of Resolutions at General Meetings: Subject
to the provisions of the Companies Law and to Article 8 above, a resolution proposed at any General Meeting shall be deemed adopted if
approved by a majority of the voting shares represented at such meeting in person or by proxy. A declaration by the Chairman of the General
Meeting that a resolution has been carried unanimously, or carried by a particular majority, or defeated, and an entry to that effect
in the minute book of the Company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded
in favor of or against such resolution.
|
|
9.5.
|
Resolutions in Writing.
|
A resolution in writing signed by the Shareholders
holding at such time all the issued shares having the right to vote at General Meetings, or to which all such Shareholders had agreed
to in writing (by letter, telegram, email, telex, facsimile or otherwise), shall have the same force, for any purpose whatsoever, as if
unanimously adopted by a General Meeting duly convened and held.
|
9.6.
|
Voting Rights and Proxies
|
|
|
9.6.1.
|
No Shareholder shall be entitled to vote in any General Meeting
(or be counted as a part of the quorum) unless he fully paid any amounts due, whether with or without any demand for payment for his
shares.
|
|
|
9.6.2.
|
In the absence of contrary provisions in these Articles or
in any condition or term annexed to any shares of any class, each Shareholder participating in a General Meeting shall have one vote
for each share giving a right to vote in a General Meeting that is held by such Shareholder.
|
|
|
9.6.3.
|
If two or more persons are registered as joint holders of
any share, the vote of the person first registered in the Register of Shareholders shall be accepted to the exclusion of the vote(s)
of the other joint holder(s).
|
|
|
9.6.4.
|
A company or other corporate body being a Shareholder of the
Company may duly authorize any person to be its representative at any General Meeting or to authorize or deliver a proxy on its behalf.
Any person so authorized shall be entitled to exercise on behalf of such Shareholder all the power that the latter could have exercised
if it were a natural person. Upon the request of the Chairman of the meeting, written evidence of such authorization (in form acceptable
to the Chairman of the meeting) shall be delivered to him.
|
|
|
9.6.5.
|
Any Shareholder entitled to vote may vote either in person
or by ballot, as provided in Sections 87 to 89 of the Companies Law or by proxy (and the proxy need not be a Shareholder) or, if the
Shareholder is a company or other corporate body, by a representative authorized pursuant to Article 9.6.4. The Board of Directors may
determine, in its discretion, the matters that may be voted upon by ballot, in accordance with Section 87(a)(4) of the Companies Law.
|
|
|
9.6.6.
|
Instrument of Appointment: An instrument appointing
a proxy shall be in writing and shall be substantially in the following form:
|
“I_____________________ of ________________________
(Name of Shareholder) (Address
of Shareholder)
being a Shareholder of Cyren Ltd. hereby
appoint
_______________________of_________________________
(Name of Proxy) (Address
of Proxy)
as my proxy to vote for me and on my behalf
at the General Meeting of the Company to be held on the ____ day of _____________, ______ and at any adjournment(s) thereof.
Signed this ______ day of _______, _______,
or in any usual or common form or in such
other form as may be approved by the Board. Such proxy shall be duly signed by the appointor or such person’s duly authorized attorney
or, if such appointor is a company or other corporate body, under its common seal or stamp or the hand of its duly authorized agent(s)
or attorney(s) in accordance with its constitutional documents.
|
|
9.6.7.
|
The instrument appointing a proxy (and the power of attorney
or other authority, if any, under which such instrument has been signed) shall either be delivered to the Company (at its principal place
of business or at the offices of its registrar or transfer agent, or at such place as the Board may specify) not less than 24 hours before
the time fixed for the meeting at which the person named in the instrument proposes to vote, or presented to the Chairman at such General
Meeting. An instrument appointing a proxy that is not limited in time shall expire 12 months after the date of its execution. If
the appointment shall be for a specified period, whether in excess of 12 months or not, the instrument shall be valid for the period
stated therein.
|
|
|
9.6.8.
|
A vote cast in accordance with an instrument appointing a
proxy shall be valid despite the prior death or bankruptcy of the appointing Shareholder (or of his attorney-in-fact, if any, who signed
such instrument), or the transfer of the share in respect of which the vote is cast, unless written notice of such matters shall have
been received by the Company or by the Chairman of such General Meeting prior to such vote being cast.
|
|
|
9.6.9.
|
An instrument appointing a proxy shall be deemed revoked (i)
upon receipt by the Company of an instrument or written notice signed by the person who signed such instrument or by the Shareholder
appointing such proxy canceling the appointment thereunder (or the authority pursuant to which such instrument was signed) or of an instrument
appointing a different proxy, provided such notice of cancellation or instrument appointing a different proxy were so received at the
place and within the time for delivery of the instrument revoked thereby as referred to in Article 9.6.7, or (ii) if the appointing Shareholder
is present in person at the meeting for which such instrument of proxy was delivered, upon receipt by the Chairman of such meeting of
written notice from such Shareholder of the revocation of such appointment, or if and when such Shareholder votes at such meeting. A
vote cast in accordance with an instrument appointing a proxy shall be valid despite the revocation or purported cancellation of the
appointment, or the presence in person or vote of the appointing Shareholder at a meeting for which it was rendered, unless such instrument
of appointment was deemed revoked in accordance with the foregoing provisions of this Article 9.6.9 at or prior to the time such vote
was cast.
|
|
10.
|
The Board of Directors
|
|
10.1.
|
Number of Directors
|
The Board shall be comprised of up to eleven
(11) directors, including the outside directors (to the extent applicable).
|
10.2.
|
Election and Removal of Directors
|
Directors shall be elected at the Annual
General Meeting by the vote of the holders of a majority of the voting power represented at such meeting in person or by proxy and voting
on the election of directors, and each Director shall serve, subject to Article 10.8 hereof, and with respect to a Director appointed
pursuant to Article 10.4 hereof subject to such Article, until the Annual General Meeting next following the Annual General Meeting or
General Meeting at which such Director was elected pursuant to this Article or Article 10.4 hereof and until his successor is elected,
or until his earlier removal pursuant to this Article 10.2. The holders of a majority of the voting power represented at a General Meeting
in person or by proxy and voting thereon at such meeting shall be entitled to remove any Director(s) from office, to elect Directors instead
of Directors so removed or to fill any vacancy, however created (including any position to which a director was not elected), in the Board.
In the case of an outside director or any other director for whom the Companies Law prescribes a different method of election or removal
from that specified above, the provisions of the Companies Law shall govern.
|
10.3.
|
Qualification of Directors
|
No person or entity shall be disqualified
to serve as a director or an Alternate Director by reason of his not holding shares in the Company or by reason of his having served as
a director in the past.
|
10.4.
|
Continuing Directors in the Event of Vacancies
|
In the event of one or more vacancies in
the Board of Directors, the remaining Directors may continue to act in every matter and, pending the filling of any vacancy pursuant to
the provisions of Article 10.2, may appoint Directors to fill any such vacancy temporarily; provided, however, that if they number less
than a majority of the number determined pursuant to Article 10.1 of these Articles, they may act only in an emergency or to fill the
office of Director that has become vacant up to the minimum number or in order to call a General Meeting of the Company for the purpose
of electing Directors to fill any or all vacancies, so that at least a majority of the number of Directors determined pursuant to Article
10.1 are in office as a result of such meeting.
|
10.5.
|
Remuneration of Directors
|
A Director shall be paid remuneration by
the Company for his services as a Director, to the extent such remuneration shall have been approved by a General Meeting of the Company.
|
10.6.
|
Conflict of Interests
|
Subject to the provisions of the Companies
Law, no Director shall be disqualified by virtue of his office from holding any office or relationship of profit with the Company or with
any company in which the Company shall be a shareholder or have another interest, or from contracting with the Company as vendor, purchaser
or otherwise, nor shall any such contract, or any contract or arrangement entered into by or on behalf of the Company in which any Director
shall in any way be interested, be avoided, nor, other than as required under the Companies Law, shall any Director be liable to account
to the Company for any profit arising from any such office or relationship of profit or realized from such contract or arrangement by
reason only of such Director’s holding that office or of the fiduciary relations thereby established, but the nature of his interest,
as well as any material fact or document, must be disclosed by him at the meeting of the Board of Directors at which the contract or arrangement
is first considered, if his interest then exists, or in any other case no later than the first meeting of the Board of Directors after
the acquisition of his interest.
|
10.7.
|
Alternate Directors
|
|
|
10.7.1.
|
A Director may, by written notice to the Company given in
the manner set forth in Article 10.7.2 below, appoint any individual (whether or not such person is then a member of the Board of Directors)
as an alternate for himself (in these Articles referred to as an “Alternate Director”), remove such Alternate Director
and appoint another Alternate Director in place of any Alternate Director appointed by him whose office has been vacated for any reason.
Unless the appointing Director, by the instrument appointing an Alternate Director or by written notice to the Company, limits such appointment
to a specified period of time or restricts it to a specified meeting or action of the Board of Directors, or otherwise restricts its
scope, the appointment shall be for all purposes, and for a period of time, concurrent with the term of the appointing Director.
|
|
|
10.7.2.
|
Any notice to the Company pursuant to Article 10.7.1 shall
be given in person to, or by sending the same by mail to the attention of, the Chairman of the Board of the Company at the principal
office of the Company or to such other person or place as the Board shall have determined for such purpose, and shall become effective
on the date fixed therein, or upon the receipt thereof by the Company at the place specified above, whichever is later.
|
|
|
10.7.3.
|
An Alternate Director shall have all the rights and obligations
of a director; provided, however, that (i) an Alternate Director shall have no standing at any meeting of the Board or any Committee
of the Board while the director for whom such Alternate Director was appointed is present; (ii) he may not in turn appoint an alternate
for himself (unless the instrument appointing him otherwise expressly provides); and (iii) the Alternate Director is not entitled to
remuneration.
|
|
|
10.7.4.
|
The office of an Alternate Director shall be vacated under
the circumstances, mutatis mutandis, set forth in Article 10.8, and such office shall ipso facto be vacated if the director for whom
the Alternate Director was appointed ceases to be a director.
|
|
10.8.
|
Termination of Office
|
Without derogating from any law, the office
of a director shall automatically be vacated, ipso facto, prior the end of the term of his appointment upon the following:
|
|
10.8.1.
|
Upon resignation, which shall become effective on the date
a written notice of such resignation is delivered to the Company, or a later date specified in the notice.
|
|
|
10.8.2.
|
If convicted of a felony, as provided in Section 232 of the
Companies Law.
|
|
|
10.8.3.
|
Pursuant to a court’s decision, as provided in Section
233 of the Companies Law.
|
|
|
10.8.4.
|
Upon death or when declared bankrupt.
|
|
|
10.8.5.
|
If he be found lunatic or becomes of unsound mind.
|
|
|
10.8.6.
|
At the time of giving notice pursuant to Section 227A or 245A
of the Companies Law.
|
|
|
10.8.7.
|
If he is removed from his office by way of a resolution, adopted
by the General Meeting, even prior to the completion of his term of office.
|
|
|
10.8.8.
|
If his term is terminated by the Board in accordance with
the provisions of Section 231 of the Companies Law.
|
|
10.9.
|
No Corporate Director
|
A corporation will not be qualified to
act as a director.
|
10.10.
|
Chairman of the Board of Directors
|
The Board may from time to time elect one
of its members to be Chairman of the Board, remove such Chairman from office, and appoint another in his place. The Chairman of the Board
shall preside at every meeting of the Board, but if there is no such Chairman, or if at any meeting the Chairman is not present within
15 minutes after the time fixed for holding the meeting or is unwilling to act as Chairman, the Directors present shall choose someone
of their number to be chairman of such meeting. The Chairman will not have any casting or additional vote by reason of his position as
Chairman of the Board.
|
10.11.
|
Powers of the Board and Delegation of Powers
|
|
|
10.11.1.
|
The determination of the policy of the business of the Company
and the supervision on the performance of the General Manager of the Company shall be vested in the Board, which may exercise all such
powers and do all such acts and things as the Company is authorized to exercise and do and which are not required by law or these Articles
to be done by the Company by action of its Shareholders at a General Meeting. The authority conferred on the Board by this Article shall
be subject to the provisions of the Companies Law, these Articles and any resolution consistent with these Articles adopted from time
to time by the Company at a General Meeting; provided, however, that no such resolution shall invalidate any prior act done by or pursuant
to a decision of the Board that would have been valid if such resolution had not been adopted.
|
|
|
10.11.2.
|
Subject to the provisions of the Companies Law, the Board
may from time to time, by power of attorney or otherwise, appoint any person, company, firm or body of persons to be the attorney or
attorneys of the Company at law or in fact for such purpose(s) and with such powers, authorities and discretions, and for such period
and subject to such conditions, as it deems fit, and any such power of attorney or other appointment may contain such provisions for
the protection and convenience of persons dealing with any such attorney as the Board deems fit, and may also authorize any such attorney
to delegate all or any of the powers, authorities and discretions vested in him.
|
|
10.12.
|
Proceedings of the Board
|
|
|
10.12.1.1.
|
The Board may meet and adjourn its meetings and otherwise
regulate such meetings and proceedings in accordance with the Company’s needs; provided, however, that the Board must meet at least
once every 3 months.
|
|
|
10.12.1.2.
|
The Chairman of the Board may convene a meeting of the Board
at any time, and shall be required to convene a meeting to be held not later than 14 days following a request by any Director of the
Company; provided, that in the event that a meeting is convened under the circumstances described in Section 122(d), 169 or 257 of the
Companies Law, the meeting of the Board shall be convened without delay.
|
|
|
Notice of any such meeting shall be given by telephone or by
mail, email, telex, telegram or facsimile or other form of electronic communication, a reasonable time before the meeting.
|
|
|
10.12.2.
|
Failure to Deliver Notices: Despite anything to the
contrary in these Articles, failure to deliver notice to a Director of any such meeting may be waived by such Director, and a meeting
shall be deemed to have been duly convened despite such defective notice if such failure or defect is waived prior to action being taken
at such meeting by all Directors entitled to participate and vote in such meeting to whom notice was not duly given.
|
|
|
10.12.3.
|
Board Meetings by Means of Telecommunication: A meeting
of the Board may be conducted by using any communication device, provided that all directors participating in such meeting can simultaneously
hear each other.
|
|
|
10.12.4.
|
Quorum: No business shall be transacted at a meeting
of the Board unless the requisite legal quorum is present (by means provided under Articles 10.12.3) when the meeting proceeds to business.
Until otherwise decided by the Board, a legal quorum at a meeting of the Board shall be constituted by the presence (by means provided
under Article 10.12.4) of a majority of the number of directors then in office.
|
|
|
10.12.5.
|
Exercise of Powers of the Board: A resolution proposed
at any meeting of the Board shall be deemed adopted if approved by a majority of the Directors present when such resolution is put to
a vote and voting thereon.
|
|
|
10.12.6.
|
The Agenda: The agenda for a meeting of the Board shall
be determined by the Chairman of the Board, and shall include matters determined by the Chairman of the Board, matters for which a meeting
of the Board was convened pursuant to Article 10.12.1.2, and any matter requested by a director or the General Manager at least 3 days
before the meeting.
|
|
10.13.
|
Resolutions in Writing
|
A resolution in writing signed all the
directors then in office and lawfully entitled to vote thereon, or to which all the directors have given their written consent (by letter,
email, telegram, telex, facsimile or otherwise) shall be deemed to have been unanimously adopted by a meeting of the Board duly convened
and held.
|
|
10.14.1.
|
The Board shall appoint an Audit Committee that shall be composed
of at least three members of the Board. All outside directors of the Company shall be members of the Audit Committee and the majority
of the Audit Committee members will be independent directors (as such term is defined in the Companies Law). The Chairman of the Board,
any director that is employed by the Company or who provides the Company with services on a regular basis, and any controlling shareholder
(or a relative of a controlling shareholder) may not be members of the Audit Committee.
|
|
|
10.14.2.
|
The Audit Committee shall have the duties set forth in Section
117 of the Companies Law.
|
|
|
10.14.3.
|
Approval by the majority of the members of the Audit Committee
shall be deemed approval of the Audit Committee.
|
|
10.15.
|
Committees of the Board
|
|
|
10.15.1.
|
Subject to the provisions of the Companies Law, the Board
may delegate any or all of its powers to committees, each consisting of two or more persons who are directors, and it may from time to
time revoke such delegation or alter the composition of any such committee. Any committee so formed (in these Articles referred to as
a “Committee of the Board”) shall, in the exercise of the powers so delegated, conform to any regulations imposed
on it by the Board. The meetings and proceedings of any such Committee of the Board shall, mutatis mutandis, be governed by the provisions
of these Articles that regulate the meetings of the Board. Unless otherwise expressly provided by the Board in delegating powers to a
Committee of the Board, such Committee shall not be empowered to further delegate such powers.
|
|
|
10.15.2.
|
The Board may revoke any resolution of any Committee of the
Board; provided, however, that any such revocation shall not detract from the validity of any transaction entered into with a person
that did not know of such revocation.
|
|
10.16.
|
Validity of Acts Despite Defects
|
Subject to the provisions of the Companies
Law, all acts done bona fide at any meeting of the Board, or of a Committee of the Board, or by any person(s) acting as Director(s), shall,
even if it is subsequently discovered that there was some defect in the appointment of the participants in such meeting or any of them
or any person(s) acting as aforesaid, or that they or any of them were disqualified, be as valid as if there were no such defect or disqualification.
|
|
11.1.
|
The Board shall from time to time appoint one or more persons,
whether or not Directors, as General Manager or General Managers, and may confer upon such person(s), and from time
to time modify, or revoke such title(s) and such duties and authorities as the Board may deem fit, subject to such limitations and restrictions
as the Board may from time to time prescribe. 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, her or their salaries and emoluments, remove or dismiss such persons from office and appoint another or others in their place.
|
|
|
11.2.
|
Unless otherwise determined by the Board, the General Manager
shall have the authority with respect to the day to day management of the Company in the ordinary course of business, in the framework
of, and subject to, the policy, guidelines and instructions of the Board from time to time.
|
|
|
11.3.
|
The General Manager shall have all the management and implementation
authorities that are not expressly delegated in the Articles or by the Companies Law, to another organ of the Company, and will be subject
to the supervision of the Board.
|
|
|
11.4.
|
The General Manager may, with the consent of the Board, delegate
certain of his duties to another person who is subject to his supervision.
|
|
|
11.5.
|
The General Manager shall notify the Chairman of the Board
of any unusual event that is material to the Company; if the office of Chairman of the Board is vacant, or the Chairman of the Board
refuses or is unable to act, such notification shall be made to all the Directors then in office.
|
|
|
11.6.
|
The General Manager shall periodically furnish the Board with
reports in matters, times and format determined by the Board from time to time. When a notification or report of the General Manager
require the performance of an action by the Board, then a Board meeting shall be convened without delay.
|
|
|
11.7.
|
The remuneration payable to the General Manager for his services
shall be fixed from time to time (subject to any contract between the General Manager and the Company) by the Board, and may be fixed
as a regular salary, commission on dividends, profits or revenues of the Company or of any other company in which the Company has an
interest, or by participation in the Company’s profits, combined or separately.
|
|
12.
|
Register of Shareholders
|
The Company shall maintain a Register of
Shareholders in which the following shall be recorded:
|
|
12.1.
|
The name, identification card number (if any) and address
of every Shareholder, as such details were provided to the Company;
|
|
|
12.2.
|
The number of shares and the particular class of Shares owned
by each Shareholder, noting the nominal value of such shares, if applicable, and in case the payment for any shares was not fully satisfied,
the unpaid amount.
|
|
|
12.3.
|
The date on which the shares were issued or transferred to
any Shareholder, as the case may be.
|
|
|
12.4.
|
If the shares were serially numbered, the Company will note
next to the name of each Shareholder the serial numbers of the shares held by such Shareholder.
|
|
|
12.5.
|
As for “Dormant Shares” (as defined in Section
308 of the Companies Law), if any, the Register of Shareholders shall state the exact number of Dormant Shares and the date on which
such shares became “Dormant Shares”.
|
|
|
12.6.
|
A Shareholder holding shares as a trustee shall be recorded
in the Register of Shareholder with a note of the trusteeship, and the Company shall be entitled to treat such person as the Shareholder
in all respects.
|
|
|
12.7.
|
The details of the Company’s nominee company (hevra
lerishumim), to the extent the Company chooses to include it in the Register of Shareholders.
|
|
|
13.1.
|
The Company shall appoint one or more certified public accountants
to audit, and provide a report on, the annual financial statements of the Company (the “Auditors”).
|
|
|
13.2.
|
The appointment, authorities, duties, responsibilities, rights,
remuneration and powers of the Auditors shall be fixed by applicable law and under these Articles. The General Meeting shall have the
power to appoint the Auditors for the maximum time period provided under the Companies Law.
|
|
|
13.3.
|
The Board shall cause accurate books of account to be kept
in accordance with the provisions of any applicable law. Such books of account shall be kept at the principal office of the Company,
or at such other place or places as the Board may deem fit, and they shall always be open to inspection by all Directors.
|
|
|
14.1.
|
Share certificates shall be issued under the corporate seal
of the Company (or facsimile thereof) and shall bear the signature (or facsimile thereof) of two Directors, or the signatures of a Director
and the secretary of the Company, specifically authorized by the Board for this purpose.
|
|
|
14.2.
|
Each Shareholder shall be entitled to one numbered certificate
for all the shares of any class registered in his name, and if the Board so approves, to several certificates, each for one or more of
such shares. Each certificate shall specify the serial numbers of the shares represented thereby and may also specify the amount paid
up thereon.
|
|
|
14.3.
|
A share certificate registered in the names of two or more
persons shall be delivered to the person first named in the Register of Shareholders in respect of such co-ownership.
|
|
|
14.4.
|
A share certificate that has been defaced, lost or destroyed
may be replaced, and the Company shall issue a new certificate to replace such defaced, lost or destroyed certificate upon payment of
such fee, and upon the furnishing of such evidence of ownership and such indemnity, as the Board in its discretion deems fit.
|
Except as otherwise provided in these Articles,
the Company shall be entitled to treat the registered holder of each share as the absolute owner thereof, and accordingly shall not, except
as ordered by a court of competent jurisdiction or as required by statute, be obligated to recognize any equitable or other claim to,
or interest in, such share on the part of any other person.
|
|
16.1.
|
The Board may, from time to time, as it in its discretion
deems fit, make calls for payment upon Shareholders in respect of any sum that has not been paid up in respect of shares held by such
Shareholder and which is not, pursuant to the terms of allotment or issuance of such shares or otherwise, payable at a fixed time. Each
Shareholder shall pay the amount of every call so made upon him (and of each installment thereof if the same is payable in installments),
to the person(s) and at the time(s) designated by the Board, as any such time(s) may subsequently be extended or such person(s) or place(s)
changed. Unless otherwise stipulated in the resolution of the Board (and in the notice referred to below), each payment in response to
a call shall be deemed to constitute a pro rata payment on account of all the shares of the Shareholder making payment in respect of
which such call was made.
|
|
|
16.2.
|
Notice of any call for payment by a Shareholder shall be given
in writing to such Shareholder not less than 14 days prior to the time of payment fixed in such notice, and shall specify the time and
place of payment, and the person to whom such payment is to be made. Prior to the time for any such payment fixed in a notice of a call
given to a member, the Board may in its absolute discretion, by notice in writing to such Shareholder, revoke such call in whole or in
part, extend the time fixed for payment of such call or designate a different place of payment or person to whom payment is to be made.
In the event of a call payable in installments, only one notice thereof need be given.
|
|
|
16.3.
|
If pursuant to the terms of allotment or issuance of a share,
or otherwise, an amount is made payable at a fixed time (whether on account of such share or by way of premium), such amount shall be
payable at such time as if it were payable by virtue of a call made by the Board of Directors and for which notice was given in accordance
with this Article, and the provisions of these Articles with regard to calls (and the non-payment thereof) shall be applicable to
such amount (and the non-payment thereof).
|
|
|
16.4.
|
Joint holders of a share shall be jointly and severally liable
to pay all calls for payment in respect of such share and all interest payable thereon.
|
|
|
16.5.
|
Any amount called for payment that is not paid when due shall
bear interest from the date fixed for payment until actual payment, at such rate (not exceeding the legal rate under any applicable law)
and payable at such time(s) as the Board may prescribe. The Board may waive any payment of such interest under this Article.
|
|
|
16.6.
|
With the consent of the Board, any Shareholder may pay to
the Company any amount not yet payable in respect of his shares, and the Board may approve the payment by the Company of interest on
any such amount until the same would be payable if it had not been paid in advance, at such rate and time(s) as may be approved by the
Board. The Board may at any time cause the Company to repay all or any part of the money so advanced, without premium or penalty. Nothing
in this Article shall derogate from the right of the Board to make any call for payment before or after receipt by the Company of any
such advance.
|
|
17.
|
Forfeiture and Surrender
|
|
|
17.1.
|
If any Shareholder fails to pay an amount payable by virtue
of a call, or interest thereon as provided for in accordance with these Articles, on or before the day fixed for payment of the same,
the Board may at any time after the day fixed for such payment, so long as such amount or any portion thereof remains unpaid, forfeit
all or any of the shares in respect of which such payment was called for. All expenses incurred by the Company in attempting to collect
any such amount or interest thereon, including without limitation attorney’s fees and costs of legal proceedings, shall be added
to, and shall for all purposes (including the accrual of interest thereon) constitute a part of, the amount payable to the Company in
respect of such call.
|
|
|
17.2.
|
Upon the adoption of a resolution as to the forfeiture of
a Shareholder’s shares, the Board shall cause notice thereof to be given to such Shareholder, which notice shall state that, in
the event of the failure to pay the entire amount so payable by a date specified in the notice (which date shall be not less than 14
days after the date such notice is given and which may be extended by the Board), such shares shall ipso facto be forfeited; provided,
however that prior to such date the Board may nullify such resolution of forfeiture, but no such nullification shall estop the Board
from adopting a further resolution of forfeiture in respect of the non-payment of the same amount.
|
|
|
17.3.
|
Without derogating from any of the provisions of this Article 17,
whenever shares are forfeited as herein provided, all dividends, if any, theretofore declared in respect thereof and not actually paid,
shall be deemed to have been forfeited at the same time.
|
|
|
17.4.
|
Any share forfeited or surrendered as provided herein shall
become the property of the Company, and the same, subject to the provisions of these Articles, may be sold, re-allotted or otherwise
disposed of as the Board deems fit. From the date of forfeiture until the date such forfeited shares are sold, re-allotted or otherwise
disposed of, such forfeited shares shall be deemed “Dormant Shares” as defined in Section 308 of the Companies Law.
|
|
|
17.5.
|
Any Shareholder whose shares have been forfeited or surrendered
shall cease to be a Shareholder in respect of the forfeited or surrendered shares, but shall nonetheless be liable to pay, and shall
promptly pay, to the Company all calls, interest and expenses owing upon or in respect of such shares at the time of forfeiture or surrender,
together with interest thereon from the time of forfeiture or surrender until actual payment at the rate prescribed in this Article 17,
and the Board, in its discretion, may enforce the payment of such moneys or any part thereof. In the event of such forfeiture or surrender,
the Company, by resolution of the Board, may accelerate the date(s) of payment of any or all amounts then owing to the Company by the
Shareholder in question (but not yet due) in respect of all shares owned by such Shareholder, solely or jointly with another.
|
|
|
17.6.
|
The Board may at any time, before any share so forfeited or
surrendered shall have been sold, re-allotted or otherwise disposed of, nullify the forfeiture or surrender on such conditions as
it deems fit, but no such nullification shall estop the Board from re-exercising its powers of forfeiture pursuant to this Article
17.
|
|
|
17.7.
|
If pursuant to the terms of allotment or issuance of a share,
or otherwise, an amount is made payable at a fixed time (whether on account of such share or by way of premium), such amount shall be
payable at such time as if it were payable by virtue of a call made by the Board and for which notice was given in accordance with this
Article, and the provisions of these Article shall be applicable to such amount as if a call was given at the date fixed for payment.
|
|
|
17.8.
|
Except to the extent that the same may be waived or subordinated
in writing, the Company shall have a first and paramount lien upon all the shares registered in the name of each Shareholder (without
regard to any equitable or other claim or interest in such shares on the part of any other person), and upon the proceeds of the sale
thereof, for his debts, liabilities and obligations to the Company arising from any amount payable by such Shareholder in respect of
any unpaid or partly paid share, whether or not such debt, liability or obligation has matured. Such lien shall extend to all dividends
from time to time declared or paid in respect of such share. Unless otherwise provided, the registration by the Company of a transfer
of shares shall be deemed to be a waiver on the part of the Company of any lien existing on such shares immediately prior to such transfer.
|
|
|
17.9.
|
The Board may cause the Company to sell a share subject to
such a lien when the debt, liability or obligation giving rise to such lien has matured, in such manner as the Board deems fit, but no
such sale shall be made unless such debt, liability or obligation has not been satisfied within 14 days after written notice of the intention
to sell shall have been served on such Shareholder, his executors or administrators.
|
|
|
17.10.
|
The net proceeds of any such sale, after payment of the costs
thereof, shall be applied in or toward satisfaction of the debts, liabilities or obligations of such Shareholder in respect of such share
(whether or not the same have matured), and any residue shall be paid to the Shareholder, his executors, administrators or assigns.
|
|
|
17.11.
|
Upon any sale of a share after forfeiture or surrender or
for enforcing a lien, the Board may appoint any person to execute an instrument of transfer of the share so sold and cause the purchaser’s
name to be entered in the Register of Shareholders in respect of such share. The purchaser shall be registered as the shareholder and
shall not be bound to see to the regularity of the sale proceedings or to the application of the proceeds of such sale, and after his
name has been entered in the Register of Shareholders in respect of such share, the validity of the sale shall not be impeached by any
person, and the remedy of any person aggrieved by the sale shall be in damages only and against the Company exclusively.
|
|
18.
|
Insurance, Indemnification and Exculpation
|
The Company may insure, indemnify and exculpate
its Office Holders (as such term is defined in the Companies Law) to the fullest extent permitted by law, from time to time. Without limiting
the generality of the foregoing:
|
|
18.1.
|
Subject to the provisions of the Companies Law, the Company
may enter into a contract for the insurance of its Office Holders, for actions or omissions done in their capacity as Office Holders,
in whole or in part, against any of the following:
|
|
|
18.1.1.
|
breach of the duty of care owed to the Company or a third
party;
|
|
|
18.1.2.
|
breach of the fiduciary duty owed to the Company, provided
that the Office Holder acted in good faith and had reasonable grounds to believe that his action would not harm the Company’s interests;
|
|
|
18.1.3.
|
monetary liability imposed on the Office Holder in favor of
a third party; and
|
|
|
18.1.4.
|
reasonable litigation expenses, including attorney fees, incurred
by the Office Holder as a result of an administrative enforcement proceeding instituted against him. Without derogating from the generality
of the foregoing, such expenses will include a payment imposed on the Office Holder in favor of an injured party as set forth in Section
52(54)(a)(1)(a) of the Israel Securities Law, 5728-1968, as amended (the “Securities Law”), and expenses that the Office
Holder incurred in connection with a proceeding under Chapters H’3, H’4 or I’1 of the Securities Law, including reasonable
legal expenses, which term includes attorney fees.
|
|
|
18.2.
|
Subject to the provisions of the Companies Law, the Company
is entitled retroactively to indemnify any Office Holder, or provide a prior undertaking to indemnify an Office Holder to the fullest
extent permitted by law, where such prior undertaking is limited to categories of events that the Board believes are foreseeable in light
of the Company’s activities on the date of grant of the undertaking to indemnify, and to an amount or in accordance with guidelines
determined by the Board to be reasonable in the circumstances (and such undertaking includes the categories of events that the Board
believes are foreseeable in light of the Company’s activities on the date of grant of the undertaking to indemnify and to an amount
or in accordance with guidelines determined by the Board to be reasonable in the circumstances), for any of the following events:
|
|
|
18.2.1.
|
monetary liability imposed on an Office Holder in favor of
a third party in a judgment, including a settlement or an arbitral award confirmed by a court, for an act that such Office Holder performed
by virtue of his being an Office Holder of the Company;
|
|
|
18.2.2.
|
reasonable legal costs, including attorney’s fees, expended
by an Office Holder as a result of i) an investigation or proceeding instituted against the Office Holder by a competent authority, provided
that such investigation or proceeding concludes without the filing of an indictment against the Office Holder and either (A) no financial
liability was imposed on the Office Holder in lieu of criminal proceedings, or (B) financial liability was imposed on the Office Holder
in lieu of criminal proceedings but the alleged criminal offense does not require proof of criminal intent and ii) in connection with
an administrative enforcement proceeding or a financial sanction. Without derogating from the generality of the foregoing, such expenses
will include a payment imposed on the Office Holder in favor of an injured party as set forth in Section 52(54)(a)(1)(a) of the Securities
Law, and expenses that the Office Holder incurred in connection with a proceeding under Chapters H’3, H’4 or I’1 of
the Securities Law, including reasonable legal expenses, which term includes attorney fees; and
|
|
|
18.2.3.
|
reasonable costs of litigation, including attorney’s fees,
expended by an Office Holder or for which an Office Holder has been charged by a court, in an action brought against the Office Holder
by or on behalf of the Company or a third party, or in a criminal action in which an Office Holder was found innocent, or in a criminal
offense in which an Office Holder was convicted and in which a proof of criminal intent is not required.
|
|
|
18.2.4.
|
for any other liability, obligation or expense indemnifiable
or which may from time to time be indemnifiable by law.
|
|
|
18.3.
|
Subject to the provisions of the Companies Law, the Company
may exculpate an Office Holder in advance from liability, or any part of liability, for damages sustained by a breach of duty of care
to the Company.
|
|
|
18.4.
|
The provisions of Article 18 are not intended, and shall not
be interpreted, to restrict the Company in any manner in respect of the procurement of insurance or in respect of indemnification (i)
in connection with any person who is not an Office Holder, including, without limitation, any employee, agent, consultant or contractor
of the Company who is not an Office Holder, or (ii) in connection with any Office Holder to the extent that such insurance and/or indemnification
is not specifically prohibited under law; provided that the procurement of any such insurance or the provision of any such indemnification
shall be approved by the Board and, to the extent required pursuant to the Companies Law, the Shareholders.
|
|
|
18.5.
|
Any amendment to the Companies Law, the Securities Law or any
other applicable law, statute or rule adversely affecting the right of any Office Holder to be indemnified or insured pursuant to Article
18 shall be prospective in effect, and shall not affect the Company’s obligation or ability to indemnify or insure an Office Holder
for any act or omission occurring prior to such amendment, unless otherwise provided by the Companies Law, the Securities Law or such
other applicable law, statute or rule.
|
|
|
19.1.
|
No dividend shall be paid otherwise than in accordance with
Chapter 2 of Part 7 of the Companies Law.
|
|
|
19.2.
|
Subject to the rights of Shareholders as to dividends, any
dividend paid by the Company shall be allocated among the Shareholders entitled thereto, in proportion to the sums paid up or credited
as paid up on account of the nominal value of their respective holdings of the shares in respect of which such dividend is being paid
without taking into account the premium paid up for the shares. The amount paid up on account of a share that has not yet been called
for payment or fallen due for payment and upon which the Company pays interest to the shareholder shall not be deemed, for the purposes
of this Article, to be a sum paid on account of the share.
|
|
|
19.3.
|
Subject to the provisions of Section 303 of the Companies
Law, no dividend shall be paid otherwise than out of the Profits of the Company, as defined in Section 302(b) of the Companies Law.
|
|
|
19.4.
|
No dividend shall carry interest as against the Company.
|
|
|
19.5.
|
Subject to the provisions of these Articles and the Companies
Law, the Company may cause any moneys, investments or other assets forming part of the undivided distributable profits of the Company
to be capitalized and distributed among such of the Shareholders as would be entitled to receive the same if distributed by way of dividend
and in the same proportion.
|
|
|
19.6.
|
For the purpose of giving full effect to any resolution under
this Article 19, the Board may settle any difficulty that may arise in regard to the distribution as it deems expedient, and in
particular may issue fractional certificates, and may fix the value for distribution of any specific assets, and may determine that cash
payments shall be made to any Shareholders upon the basis of the value so fixed, or that fractions of less value than the nominal value
of one share may be disregarded in order to adjust the rights of all parties, and may vest any such cash, shares, debentures, debenture
stock or specific assets in trustees upon such trusts for the persons entitled to the dividend or capitalized fund as may seem expedient
to the Board.
|
|
|
19.7.
|
Without derogating from this Article 19, the Board may
give an instruction that shall prevent the distribution of a dividend to the holders of shares on which the full nominal amount has not
been paid up.
|
|
|
19.8.
|
The Board may retain any dividend or other moneys payable
or property distributable in respect of shares on which the Company has a lien, and may apply the same in or toward satisfaction of the
debts, liabilities or obligations in respect of which the lien exists.
|
|
|
19.9.
|
The Board may retain any dividend or other moneys payable
or property distributable in respect of a share in respect of which any person is, under Article 6.2 or Article 6.3, entitled to become
a Shareholder, or which any person is, under such Articles, entitled to transfer, until such person shall become a Shareholder in respect
of such share or shall transfer the same.
|
|
|
20.1.
|
Minutes of each General Meeting, of each meeting of the Board
and of each meeting of a Committee of the Board shall be recorded and duly entered in books provided for that purpose, and shall be maintained
by the Company at its principal office or such other place as shall be determined by the Board. Such minutes shall, in all events, set
forth the name of the persons at the meeting and all resolutions adopted at the meeting.
|
|
|
20.2.
|
Any such minutes, if purporting to be signed by the chairman
of the meeting or by the chairman of the next succeeding meeting, shall constitute prima facie evidence of the matters recorded therein.
|
|
21.
|
Charitable Contributions
|
To the extent permitted by the Companies
Law, the Company may elect to contribute reasonable amounts to worthy causes.
|
|
22.1.
|
Any written notice or other document may be served by the
Company upon any Shareholder either personally or by sending it by prepaid mail (airmail if sent internationally) addressed to such Shareholder’s
address as it appears in the Register of Shareholders or such other address as he may have designated in writing for the receipt of notices
and other documents, provided however that the Board may resolve that any such address must be located within the State of Israel.
|
|
|
22.2.
|
Notwithstanding anything to the contrary contained herein,
notice by the Company of a General Meeting which is published in at least two daily newspapers in the State of Israel within the time
otherwise required for giving notice of such meeting under Article 9.3.2 hereof and containing the information required to be set forth
in such notice under such Article shall be deemed to be a notice of such meeting duly given, for purposes of these Articles, to any Shareholder
whose address as registered in the Register of Shareholders is located in the State of Israel.
|
|
|
22.3.
|
Any written notice or other document may be served by any
Shareholder upon the Company by tendering the same in person to the Secretary or the General Manager of the Company at the principal
office of the Company or by sending it by prepaid registered mail (airmail if posted internationally) to the Company at its principal
office. Any such notice or other document shall be deemed to have been served when actually tendered if hand delivered, or 48 hours (7
business days if sent internationally) after it has been posted (or when actually received by the addressee if sooner). Notice sent by
telegram, telex, facsimile or e-mail shall be deemed to have been served when actually received by the addressee. A notice that
is defectively addressed or that otherwise fails to comply with the provisions of this Article 22.3 shall nevertheless be deemed to have
been served if and when actually received by the addressee.
|
|
|
22.4.
|
All notices to be given to the Shareholders shall, with respect
to any share to which such persons are jointly entitled, be given to whichever of such persons is named first in the Register of Shareholders,
and any notice so given shall be sufficient notice to all the holders of such share.
|
|
|
22.5.
|
Any Shareholder whose address is not listed in the Register
of Shareholders, and who shall not have designated in writing an address for the delivery of notices, shall not be entitled to receive
any notice from the Company.
|
|
|
22.6.
|
Notwithstanding any other contrary provision of these Articles,
the Board may fix a date, not exceeding forty (40) days prior to the date of any General Meeting, as the date as of which shareholders
entitled to notice of and to vote at such meetings shall be determined, and all persons who were holders of record of voting shares on
such date shall be entitled to notice of and to vote at such meeting.
|
- 15 -
Exhibit 99.1
Press Release
Cyren Announces Reverse Share Split
McLean,
VA – February 8, 2022 – Today, Cyren
Ltd. (NASDAQ:CYRN), (the “Company”) a provider of email security
and threat intelligence solutions announced that it intends to effect a one-for-twenty reverse split
of its ordinary shares (the "Reverse Share Split"). The Reverse Share Split will be effective as of 5:00 p.m. Eastern Time on
February 8, 2022 (the "Effective Date"), and the Company's ordinary shares are expected to begin trading on a split-adjusted
basis when the market opens on February 9, 2022.
At a Special
Meeting of the Company’s shareholders held on February 7, 2022, the Company's shareholders approved a Reverse Share Split (including
the relevant amendments to the Articles of Association of the Company) within a range of 1:4 to 1:20, to be effective at the ratio and
on a date to be determined by the Board of Directors, and amendments to the Company’s Articles of Association authorizing an increase
in the Company’s authorized share capital (and corresponding authorized ordinary shares) by up to NIS 216 million. The Board of
Directors approved the implementation of a one-for-twenty Reverse Share Split and an increase in the Company’s authorized share
capital by NIS 216 million to NIS 240 million.
The Company’s ordinary shares will continue
to trade on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “CYRN.” The new CUSIP number for the Company’s
ordinary shares following the Reverse Share Split will be M26895132.
Following the Reverse Share Split and increase
in authorized share capital, the total number of ordinary shares that the Company is authorized to issue will be 80 million shares, the
par value per share of the ordinary shares will be NIS 3.00 and the authorized share capital of the Company will be NIS 240 million.
No fractional shares will be issued in connection
with the Reverse Share Split. In lieu of issuing fractional shares, the Company will round up fractional shares to the next whole share.
Holders of the Company's ordinary shares held in book-entry form or through a bank, broker or other nominee do not need to take any action
in connection with the Reverse Share Split. Shareholders of record will be receiving information from the Company's transfer agent regarding
their ownership of ordinary shares post Reverse Share Split.
Additional information concerning the Reverse
Share Split can be found in the Company’s definitive proxy statement dated January 5, 2022 filed with the Securities and Exchange
Commission (the “SEC”), available free of charge at the SEC’s website, www.sec.gov, or at Cyren’t website www.cyren.com.
About Cyren
More than 1.3 billion users around the world rely
on Cyren's cloud security solutions to protect them against cyber-attacks every day. Powered by the world's largest security cloud, Cyren
(NASDAQ: CYRN) delivers fast time-to-protection with embedded threat detection, threat intelligence and email security solutions. Learn
more at www.cyren.com.
Important Cautions Regarding
Forward-Looking Statements
This release
contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. These statements
relate to, among other things, the expected timing of the Reverse Share Split and the anticipated benefits to be achieved from the Reverse
Share Split. These forward-looking statements are based on Cyren’s current expectations, estimates and projections about its business
and industry, management's beliefs and certain assumptions made by Cyren, all of which are subject to change. Forward-looking statements
generally can be identified by the use of forward-looking terminology such as, "future", "believe," "expect,"
"may," "will," "intend," "estimate," "continue," or similar expressions or the negative
of those terms or expressions. Such statements involve risks and uncertainties, which could cause actual results to vary materially from
those expressed in or indicated by the forward-looking statements. Factors that may cause actual results to differ materially include,
but are not limited to, the following: Cyren’s ability to secure capital from equity and debt financings in light of limitations
under its effective registration statement on Form S-3, the price range of its ordinary shares and conditions in the financial markets,
and the risk that such financings may dilute its shareholders or restrict its business; Cyren’s ability to regain compliance with
continued listing requirements of the Nasdaq Capital Market, its related ability to raise the market price of its ordinary shares sufficiently
through a reverse share split to cure its Nasdaq listing deficiency, and the risk that its ordinary shares will be delisted if it regains
compliance; the risk of decreased liquidity in the market for Cyren’s ordinary shares and a reduced market capitalization following
the Reverse Share Split, and the risk of dilution following the increase in authorized share capital; Cyren's ability to be profitable
and continue as a going concern; Cyren's exploration of strategic or financial alternatives may not result in any transaction or alternative
that enhances value; and Cyren's ability to continue to develop solutions to address customer needs effectively, including anticipated
sales levels of both new and legacy products. Cyren cautions you not to place undue reliance on forward-looking statements, which speak
only as of the date hereof. Cyren assumes no obligation to update any forward-looking statements in order to reflect events or circumstances
that may arise after the date of this release, except as required by law.
Company Contact
Kenneth Tarpey, CFO
Cyren
kenneth.tarpey@cyren.com
+1.703.760.3435