My opinion is different.
The fact that the parties agreed to conduct an audit also allows the company to present its claims. Thus, Mr. Nehemia explicitly stated at the meeting of the board of directors that "the moment Kneffler demanded it, it means that he has claims, and this leaves us with an opening to argue our claims regarding the violations on the part of Knefler" (ibid., at p. 1). He added, "We have claims regarding Knepfler's failure to comply with the agreement, inter alia, a delay in payments, the damage and pressure he exerted on us to create an improved deal for him, and the failure to comply with the provisions of the agreement" (ibid., at p. 2).
Against this background, the Board of Directors decided to "approve the change in the outline of the transaction with Knefler, so that the payment of the balance in the amount of approximately €0.5 million will be postponed until a settlement between the parties, which is supposed to be completed by September 30, 2016" (ibid.).
- What does this mean?
A simple reading of the summary reveals that it entails achievements for Mr. Knefler as well as for the company. Mr. Knafler's achievement was that there would be an accounting for about half a million euros of the balance of the consideration, and it is possible that this will be reduced. The company's achievement, apart from the relief of its debts, was to stop the transfer to Mr. Knepfler of the French company's additional shares held by ADN (8%). This means that the question of Mr. Knafler's entitlement to these shares, through Guy Initiation, was also put up for renewed discussion.
This thematic reading is consistent with the way things were viewed by those who are familiar with the contacts. Thus, Adv. Pereg explained that in such a situation, if the parties do not reach an agreement, then Mr. Knafler will have the rights in the shares of Guy Development (24% of the French company) but not the additional 8% that according to the agreement ADN was supposed to allocate to Guy Development (p. 237, Q.26). These things are acceptable to me and must be adopted. They were said by a party that has no interest in mentioning them, and they reflect the elements of the conclusion that I discussed.