Civil Case (Tel Aviv) 53928-02-24 Alon Blue Square Israel Ltd. v. Triple-M Power Plants Ltd.

Decision

A pair of requests for temporary relief, calling for a halt to the implementation of the decisions of the board of directors of a company whose shareholders are in conflict, from promoting a large-scale project in the company, which the board of directors decided to adopt at the end of about a year and a quarter of discussions and after investing millions of shekels in examining its implementation.  Requests that have no substance, and it would have been appropriate to refrain from submitting them and insisting on them.

Background: Existing claims , from 2024, and previous requests for interim relief

1. The main points of the matter were already mentioned in my decision in the previous application for interim relief filed by the Applicants (decision of April 2, 2025, hereinafter: the first decision); a decision that did not grant the Applicants temporary relief in all matters relating to a change in the company's articles of association (except for the right to apply to the court if necessary to take action by virtue of the Articles of Association), and the Applicants' request for leave to appeal, which was rejected (Civil Appeal Authority 25097-06-25, decision of the Honorable Justice Grosskopf of June 24, 2026). And I will not repeat everything that was said there.
2. Triple-M Power Plants Ltd., which is the 1st respondent, is a private company, established in 2010 (hereinafter: the Company).  Four shareholders in the company today: EPM Holdings 2016 in a tax appeal (Respondent 2, hereinafter: IPMH) holds 51% of the Company's shares.  The Applicants, Alma Infrastructures (Kad) in a Tax Appeal (the Applicant in Civil Case 53928-02-24; hereinafter: Alma); and Alon Blue Square Israel in a Tax Appeal (the Applicant in Civil Case 55964-02-24, Hereinafter: Square), which purchased their shares separately in the company in 2018, and each of them invested approximately ILS 100 million in the company, currently holds approximately 18.14% of the company's shares.  Since the end of 2021, Keystone Infra has held approximately 12.7% of the company's shares directly, as well as half of IPMH's shares (in addition to indirect holdings in IPMH), and recently transferred its holdings in the company to its subsidiary, Keystone Power, in a tax appeal (hereinafter: Keystone).  The company holds mainly the capital of IPM Be'er Tuvia in a tax appeal (hereinafter: Be'er Tuvia), which is the owner and operator of the Be'er Tuvia power plant, which provides about 5% of Israel's annual electricity consumption.
3. The main shareholders in the network of companies, of which the company is a part, are Mr. Ehud Ben-Shach, Keystone, and Mr. Moti Ben Moshe (the controlling shareholder of the square). Quad marked Mr. Ben-Shach and Keystone as standing together in one camp, and Quad - which was unable to reach control of the power plant - in the other.  Many disputes, many of which have found their way to court, confirm this division.  Alma is now standing by square sides, even though each has filed a separate proceeding and requests for interim relief.
4. The Ottoman Settlement [Old Version] 1916Claims were filed in February 2024. At the basis of the claims, and the Applicants wish that this will also be at the basis of the present applications: an agreement between some of the current shareholders in the company, which was concluded at the end of 2017 (hereinafter: the 2017 agreement).  At the same time, IPMH held about 80% of the shares (with reservations), Alma and Raboa's parent company held an option to purchase about 29% of the company's shares from it for historical reasons; and two other shareholders, Terry and Friedman, held the remaining 20% of the company's shares.  The 2017 agreement bears the title "Shareholder's Agreement", and the two Applicants refer to it in their claims as the "Shareholders' Agreement".  However, it should be said at once that it is ostensibly not so, but rather an agreement between some of those who are currently shareholders in the company: the agreement emphasizes that it does not apply to shareholders who are not a party to it; the Applicants were not shareholders at the time of its conclusion; Terry and Friedman were shareholders but were not parties to the agreement; and Keystone, which acquired the holdings of Metrics and Friedman in 2021, is not a party to the agreement (although the Applicants maintain that its provisions should be applied both to Keystone and to the company).

12-34-56-78 Chekhov v.  State of Israel, P.D.  51 (2)

5. The agreement includes various provisions related to the exercise of options, provisions that IPMH defines as "contractual-commercial" provisions, which have been executed and exhausted. The agreement also includes provisions at the corporate level: among other things, agreements that certain decisions in the board of directors and the general meeting of the company will require a majority of 75%; they deal with the company's dividend distribution policy; establish the right of first refusal for shareholders on the sale of the company's real estate; the right to appoint directors, And more.  The parties disagree as to whether the corporate arrangements are still in place today: the Applicants are, of course, of course of the opinion that this is the case, IPMH maintains that the corporate arrangements in the agreement have been changed in behavior and have become a "dead letter", after years in which Alma and Square did not seek to adopt or act on their own merits, the company and Keystone certainly do not consider themselves bound by the agreement to which they are not a party.  It should be said that the outcome of this decision will not change whether we hold on to the Applicants' position or the opposing position regarding the validity of those provisions.
6. The agreement, which received three additions until 2019, did not lead to an amendment to the company's articles of association: it had been in effect without any change since 2010, and no amendment was made to it except for an increase in the number of directors. Alma prides itself on initiating the amendment of the articles of association in the spirit of the agreement: but this attempt came only when Keystone, in 2024, initiated the change in the articles of association, in a way that, according to Alma, contradicts the 2017 agreement.
7. In February 2024, Alma and Raboa separately filed lawsuits concerning the Company's course of association to amend its articles of association and appoint directors, along with requests for temporary relief.  These deal with securing the applicants' right to a director; increasing capital; and the possibility of changing the articles of association in the future by a regular majority at the general meeting.  In their claims, the applicants called for preventing this move, and even applying the 2017 agreement to IPMH (which is a party to the agreement), Keystone and the company itself, each requesting in its own wording.
8. There was no urgency: the right to appoint a director remained intact, no changes were made by virtue of the articles of association (not then, not now), and the protection of the affairs of Alma and Raboa was regulated by the company that owns the power plant itself. The applicants, however, wanted a temporary injunction, the parties quarreled and elaborated on arguments and supplements, and in my previous decision the application was rejected, to which I will appeal without repeating the aforesaid.  It should be noted that in terms of the chances of the lawsuit, I noted certain difficulties facing the applicants; but also that IPMH's claimswhich is a party to the 2017 agreement, are not simple, although they should not be ruled out for the time being.  I noted that when the focus is on the new bylaws, there is a difficulty in the objections of the applicants to its adoption when there was a laconic bylaw that did not provide them with any practical protections, and nothing was done for about six years after the conclusion of the agreement to change it.  I noted that the position of Keystone and the company is favorable, when they are not parties to the agreement, and that the applicants are facing real difficulties in applying the said agreement to them.  With regard to the balance of convenience, of which the Applicants have priority, the Applicants have not been able to demonstrate any necessity in the Court's intervention already at the stage of the interim application, especially when the old Articles of Association, under which the Applicants seek to prevent the adoption of a new Articles of Association, do not guarantee in practice any of their alleged rights.  There is a considerable difficulty, it was noted, in the fact that the Applicants would prefer to accept for many years a situation in which the Company's articles of association do not reflect at all the rights and obligations of its shareholders (including new shareholders in the company).  and only when such a new shareholder acts to adopt a new bylaw will the Applicants appear and call for the court's assistance.  The application was denied, but with reference to the Applicants' concern that their rights would be violated by the change in the Articles of Association without an order, I insisted that "any move by the Respondents by virtue of the new Articles of Association, which is inconsistent with the provisions of the 2017 Agreement (as the Applicants' approach, which was detailed in their claims, and without constituting any consent of the Respondents), Reasonable notice will be given in advance and no claim of delay and reliance on the part of the respondents will not be raised.  This is done in a manner that allows the applicants to apply to the court if the need arises.  The application for leave to appeal was denied, as stated.  The main proceedings, which are being discussed in consolidation, are still subject to matters of disclosure of documents.

Copied from Nevo of the company's board of directors' decision on the establishment of a server farm, and the background to the new requests for temporary relief

9. A year has passed. And now: a pair of new requests for temporary relief, which the applicants submitted immediately at the beginning of the current emergency (on March 3, 2026 and March 4, 2026).  They are concerned with the decisions made by the company's board of directors on February 17, 2026, regarding the establishment of a data center venture, with an investment of close to ILS 1 billion, on land owned by Tripple.  First, Square called for a delay in the implementation of the resolutions, and for a temporary order to IPMH to act in accordance with the 2017 agreement and to oppose any decision regarding the implementation of the venture or part thereof; it was followed by a similar request, in the relevant (but not identical) parts of Alma.  Square accompanied this request in the petition to amend the statement of claim.  in a manner that will also apply itself to the events that are the subject of the application; Alma did not do so.
10. In the background of the dispute (although, in a very problematic way, not all of the relevant documents found their way into the applications, and were paid only in responses): adjacent to the power plant is a large area of 29 dunams, which is owned by the company. Beginning with the second half (as in the Square request), the company is examining a number of alternatives for the exploitation of the land, with the assistance of the strategic consulting firm TASC Consulting & Capital (hereinafter: TASC).  Three alternatives have been put on the agenda.  All of them, it seems, have a clear connection to the location of the land near the power plant: one, the construction of another power plant; the second, the construction of a storage station (which enables the storage of electricity and its later use); The third is the establishment of a data center.  All three, it was known from the outset, require large-scale investments, and their implementation continues over time.  It should be noted that according to the management's report to the board of directors (Appendix 2 to the company's response), the possibility of renting the land after it was examined but found to be problematic.
11. The question of the chosen alternative has been discussed by the company's board of directors, which includes representatives of all shareholders, since May 2024. As it appears from the answers (since some of the minutes were missing in the applications), nine meetings of the board of directors dealt with this matter, until the most recent one, on February 17, 2026 (Appendices 2-10 to the Company's response).  The server farm alternative is the option that was identified from the outset (as detailed in the board meeting of October 27, 2024) as preferable from the company's point of view.Steps to implement it have long been taken with the consent of all members of the Board of Directors, and the Board of Directors has finally chosen to proceed with it at its meeting on February 17, 2026.
12. A "data center" is a facility that enables the provision of a service of hosting and operating computer, storage and communication systems in a designated external facility, instead of operating the servers in the customer's own facilities. It is aimed at organizations and businesses that are required to operate information systems and digital infrastructures continuously and reliably, but who do not want or can establish a dedicated infrastructure at the level required for the aforementioned purpose (as described by the consultant).  The process of initiating and establishing a data center is a complex process.  This includes detailed engineering planning, the construction of physical and dedicated technological infrastructures, and ensuring the availability of electricity, communications, refrigeration and other infrastructures.  This procedure therefore requires significant capital investments from the very beginning.  According to what is described in the applications, in our case, the establishment of the venture will require a financial investment of approximately ILS 830 million and financing costs of approximately ILS 80 million.
13. The meetings of the board of directors, until the last one, led to decisions agreed upon by all the directors, and until recently, there was no complaint - at the board meetings, or at the shareholder level - about the company's intention to act to choose which of the alternatives, especially the server farm alternative. In parallel with the promotion of a zoning plan for the construction of storage facilities (insofar as this is the alternative chosen), steps were advanced in connection with the server farm alternative.  As described by the company, As indicated by the minutes, the company worked to prepare an application for a permit for the construction of the project, contracted with professionals, ordered high-voltage connections from the IEC, and made progress in planning to enable it to submit final applications for building permits to promote the project.  The Board of Directors approved the execution of the operations, including investments of approximately ILS 6.9 million in connection with the aforesaid.  At the same time, the company contracted with KPMG for the purpose of the corporate, financial, financial and taxation examinations and examinations related to the project.
14. After more than a year of meetings and decisions with the consent of all the directors, at the end of December 2025, the substitute director on behalf of Quad, Mr. Yaniv Rog, began to voice complaints about what was being done. On December 23, 2025, he wrote a letter to the company with a brief request to receive "all the information and documents relevant to the server farm project", claiming that he had not received them (Appendix 11 to Quad's request).  An exchange of letters between the parties (Annexes 12-15) took on the appearance of a request for interim relief in the making.
15. On February 17, 2026, the company's board of directors convened with the question of the establishment of the data center, authorization of the company to act to execute refinancing transactions for the lands owned by the company, to arrange financing for its construction, to begin excavation and lining work on the ground, to engage with execution contractors, and to authorize management to act to establish a subsidiary through which the venture will be managed.  Prior to the meeting, the owners of the applicants' shares, Raboa and Alma (on whose behalf the director had not previously voiced reservations), sent letters to the company (Appendix 17 to Raboa's request, Appendix 5 to Alma's request), in which they complained, inter alia, that "until recently" it was presented that the establishment of the server farm would be carried out in a "sister company", i.e., in a manner that allows the shareholders of the company to decide whether they wish to join the investment in that sister company, and now it is clear that the project will be carried out within the company itself.  This move contradicts the 2017 agreement, it was argued and detailed.
16. On February 17, 2026, a meeting of the Board of Directors was held. At the beginning of the meeting, the Chairman of the Board of Directors, Mr. Ben-Shach, explained that only some of the issues would be discussed at the meeting, while with regard to the question of establishing another company, splitting the land, contracting with main contractors, financial closure, and more, the issues would be brought to a separate decision of the Board of Directors.  A comprehensive discussion was held, at the end of which a number of decisions were made, the main of which were: to move forward with the process of financing the land; to approve the establishment of a service farm venture; to grant management the authority to promote the venture within the budgets defined by the management; and in particular to approve the beginning of the Executing the works, determining a "call for money" mechanism for the equity required for the establishment of the venture from the company's shareholders, promoting building permits, contracting with contractors, locating and contracting with strategic customers, and examining the establishment of a subsidiary for the purpose of executing the project.  Decisions in a variety of contexts will be brought to the board of directors for approval, it was determined: a choice between financing alternatives; financial closing documents; an engagement agreement with the construction contractor; a mechanism for calling money from the owners; and the establishment of a subsidiary.  If necessary.  In light of the mere objection, it was determined that the decisions would not be made until 14 days had passed from the date of the hearing, which allowed the applicants to apply to the court.

Present Applications for Interim Remedies, and Summary of the Parties' Arguments

17. On March 3, 2026, at the end of the 14-day period prior to the commencement of the implementation of the Board of Directors' decisions, and after the beginning of the current emergency, First Quarter filed its request for temporary relief, accompanied by a request to amend the statement of claim, in a manner that will reflect the developments regarding the establishment of the server farm.
18. The sum of Raboa's arguments (and it should be emphasized that all parties have exaggerated their claims, and we will only summarize them here) is as follows: In recent months (i.e., after a long period of unanimous decisions by the board of directors), "creaks in the process" began, which "took on unacceptable shades" (paragraph 14). Information was not properly communicated to the directors, it was claimed, and the financial model that was presented was insufficient and lacks a variety of core data for making informed decisions.  Only towards the last meeting did it become clear that the intention was to promote the venture under the company.  And not in a sister company that will be established by consent, a matter that will impose enormous financial obligations on the company.  The decisions made even grant management unlimited powers, while dissolving the board of directors of its powers, in violation of the law.
19. The decisions, it was argued (chapters 4 to 6 of the application), contradict the 2017 agreement. The agreement talked about setting a 100% dividend policy, so that the funds that the shareholders are entitled to receive from the company cannot be used to pay for the establishment of new businesses.  The project will require the refinancing of the lands and investments, at the expense of the dividends to the shareholders.  In addition, a material change in the company's business is subject to the agreement of all shareholders, and the establishment of the venture constitutes an entry into a new field in which the company has never dealt before.  Square is aware that the company's business in the agreement includes the field of infrastructure, but according to her, data centers are not included in this field.  It is also forbidden to establish subsidiaries, without consent; or disposition (including lien) of the company's assets, and in particular its lands; or to sell the land without granting the right of first refusal to its shareholders.
20. It was further argued that the decisions violate the law and contravene the rules of proper corporate governance (Chapter 7). They grant management unlimited powers; They also propose to promote the venture without examining other alternatives for maximizing the consideration and benefit from the land, such as selling or renting it.  No 'call for money' mechanism can be imposed on the shareholders.
21. Finally, Square argues that promoting the venture despite opposition amounts to depriving it: for example, the attempt to take its right to a dividend, so the attempt to force it to inject money into the venture.
22. Quad maintains that the chances of the lawsuit are high, and that the balance of convenience is tilted in its favor: it has been proven that IPMH is taking advantage of its position that the agreement expired in order to infringe Quad's rights; the decisions will harm Quada's property; the application calls for maintaining the status quo; the request calls for the enforcement of an agreement; and the reality in the absence of an order will be irreversible. The temporary injunction will not harm the company, Quad estimates: it will allow the company to examine appropriate alternatives and make an informed decision regarding the land.  If the project has been in the planning process and has been in the process for almost three years, Then there is no urgency.
23. The day after the submission of the square request, Alma submitted her own request. She did so without a petition to amend her statement of claim.  Despite certain differences between the motions, their foundations are essentially similar, and therefore I will address the main emphases thereof.
24. According to Alma, it agreed to allow the company to engage in the venture, despite its concerns, and to allocate certain resources for the purpose of the examination, all while preserving and protecting its rights as a minority shareholder. It believed that any decision would be made by consensus only, and the decisions of February 17, 2026 contradicted this.  Alma views the company's decisions as a breach of the 2017 agreement, a violation that has now become tangible.  It also finds the decisions to contradict the provisions of the agreement.  in a variety of contexts; It also argues that they constitute discrimination against the minority, since the parties, including the company's officers, viewed the agreement as part of the company's "basic agreements." Alma is aware that Keystone is not a party to the agreement, but as the controlling shareholder of IPMH, and that having known the agreement and reported on it, it should not harm Alma's expectations.  The company itself is also not a party to the agreement, but it too acted as if it were part of its basic documents.
25. Failure to issue an order, according to Alma, will cause significant damages: a sharp change in the company's risk profile; the use of funds designated for dividends for the purpose of financing the venture; risk to the company's lands; and the creation of an act that is made, all - irreversible moves. The balance of convenience is therefore tilted in its favor.
26. The respondents were called upon to submit their response to the two motions together, and they did so on March 16-17, 2026.
27. The company's main arguments: an attempt to delay and God forbid thwart a significant infrastructure project, which the company has been prioritizing (with the consent of all directors) for the past two years. This is a unique business opportunity that allows the company to take advantage of a significant advantage in its possession, the construction of a data center near a power plant, which enables the supply of high-power electricity on a continuous basis, as essential for this venture.  The company, with the assistance of its consultants, insisted that the data center market in Israel is under-supplied in the face of rising demand.  Hence the choice of a project that constitutes a business opportunity for the company.  A delay in the execution of the project has practical significance as a doom for the server farm, since, as explained in Tusk's risk analysis letter (Appendix 1 to the response), this is a unique and attractive window of time for new players wishing to enter the server farm market.  This matter, of course, affects the balance of convenience: the same window of opportunity is expected to be open for another two to three years, Tusk estimates.  Early arrival in the market will enable engagements with customers under favorable commercial terms.  While a delay will make it difficult for the company to integrate into the market under attractive terms and establish a commercial presence.
28. The company argues that the requested interim relief no longer serves the existing claims. The chances of these are low, a consideration for rejecting the application.  The company is not a party to the 2017 agreement, and the decisions made are those of its board of directors, whose members' role is to exercise independent judgment and act only for the benefit of the company, not for the benefit of a specific shareholder.  In any case, its decisions are protected by the rule of business judgment, it is claimed.
29. IPMH believes that the requests should be rejected, first and foremost, on reasons of delay and lack of good faith, as well as estoppel and obstruction. Square and Alma allowed Triple to advance the venture over the years, and to spend millions of shekels, and now they are seeking to stop the project in a move whose purpose is to exert improper pressure on the other shareholders after negotiations between the parties in an attempt to resolve the disputes between them did not bear fruit.
30. The board of directors promoted the venture for two years, with the guidance and advice of Tusk and then KPMG, and all decisions until the last meeting were made unanimously. All the alternatives were examined.  The information provided was complete.  The claim that until recently it was presented that the preferred way to establish the venture was through a sister company is not true, and the issue of the corporate structure began to become clear (without operative decisions) until November 2025.
31. The decisions that are the subject of the application, it was emphasized, are those of the company's board of directors. The current proceeding is not a continuation of the existing claims, which relate to the 2017 agreement, but rather to the decision of the company's board of directors, and the applicants are trying to create a non-existent connection between the two.  The board of directors has full authority to approve the establishment of the server farm, and to authorize the company's management to take actions to promote it.  All decisions made are under its clear authority under the law.  The board of directors is also not bound by the 2017 agreement.  that society is not a party to him.  In any event, the Applicants are unable to point to breaches of that agreement: the company's field of activity has not changed since a server farm is certainly an infrastructure, as one of the areas of activity specified in the agreement; The 'call for money' mechanism (if required at all) is a prerogative of the board of directors, and the shareholder must decide whether to agree; The distribution of the dividend is certainly a matter for the board of directors to deal with, and the shareholders will not decide on it (especially since the agreement recognizes the authority of the board of directors to decide on expenses for the purpose of ongoing operations, before distributing dividends); and matters such as the establishment of a subsidiary or the mortgage of the land are not among the decisions made anyway.  There is certainly no discrimination: there is no preference for IPMH or Keystone over Square or Alma, in a decision that dealt with the choice of the company's business path by way of promoting the server farm venture.
32. As for the balance of convenience, the urgency of advancing the project necessitates the rejection of the applications.
33. And Keystone argues (and again - in a real summary): a continuation of the struggle that Keystone has been waging for about five years in order to prevent Keystone from entering and involvement in the company, with claims that turned out to be baseless, that Keystone would act to destroy the company; and now Keystone is trying to prevent the company's advancement, within the framework of requests for temporary relief. Even according to Keystone's position, this is a request that is tainted by delay, inhibition and lack of good faith.  Even in her opinion, the balance of convenience is clearly tilted against the granting of the orders, in view of the urgency of promoting the project at this time.  As for the claims that the promotion of the venture embodies a breach of the 2017 agreement, to which Keystone and the company are not a party at all, these demonstrate a blatant breach of the duties of the directors serving on behalf of the applicants in the company, it was argued: instead of examining the best interests of the company, they are trying to promote the best interests of their appointees.  In any event, the claims of breach of the agreement are not true on their merits.  Even the claim of flaws in corporate governance is unanchored: This is a decision that was approved at the end of an orderly, thorough and informed process in the company, after nine board meetings over two years, economic work conducted by experts, and the presentation of a budget and cash flow until 2028.  The board of directors also did not relinquish its powers, and it was determined that a decision at any significant juncture would require a return to the board of directors to make a decision.
34. A hearing on the requests for temporary relief took place on March 19, 2026, with the winds of battle surrounding the courtroom, around it, and in it. The parties reviewed their arguments at length, although Square clarified that she had other arguments that she would seek to elaborate on in response to the Respondents' arguments, and it was agreed that if necessary, the parties would complete them in writing.  At the end of the oral hearing , and subject to those supplements that have not yet come, I explained to the Applicants the main acute difficulties underlying Their requests, all with the caution required for that stage.  I therefore suggested that the Applicants examine the possibility of withdrawing their requests, in a manner that reflects on the expenses.  I emphasized , of course, that they have the full right to decide as they see fit, without being denied any objection, and that all their arguments and supplements that have not yet been submitted at that stage will be examined willingly.  To the extent that they insist on their requests, it was agreed, the Applicants will be able to complete their arguments to the extent that they requested, by March 24, 2026, and the Respondents will be able to do so by March 26, 2026.
35. The Applicants submitted the supplementary argument on time. In other words, they stand by their requests, and this is, of course, their full right.  The completeness of the argument, it seems, has innovated less than one might have thought that they would be renewed.  It is mainly an attempt to defend the timing of the filing of the application and the manner in which the applicants have moved (each with its own emphases), and to explain why there is no difficulty in focusing on stopping the implementation of the decisions of the board of directors of a company, when most of their arguments are based on an agreement between shareholders in the company.  They also explained, Among other claims, that there is a contradiction between the decisions of the board of directors and the 2017 agreement; and why the balance of convenience is not tilted in favor of the respondents and does not justify the rejection of the application, certainly when it comes to a "solid claim" for enforcement relief.  They also saw the addition for the first time, problematically, arguments regarding the need to approve resolutions in a general meeting (paragraph 7 for completing Alma, paragraph 15 for completing a square), where it stands to reason that they will petition for the implementation of their alleged right of veto.
36. The respondents , on the other hand, are of the opinion, if we summarize it, that there is nothing in the supplementary argument that would justify the granting of the requested orders, and petition for the rejection of the motions.

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37. On March 29, 2026, Keystone filed a petition to add evidence: Alma's reference in its reports to the server farm, which gives a picture that Alma wishes to boast to its shareholders about the venture that is taking shape, and on the other hand, it is acting here to prevent its advancement. Copies of the report and a presentation published by Alma were attached to the application.  I allowed Alma to comment until March 31, 2026, and she did so.  In her reply, she complained about attaching the evidence to the body of the application, based on the customary precedent regarding the addition of evidence at the appeal stage (Civil Appeal Authority 6658/09 Mul-T-Lock in Tax Appeal v.  Rav Bariach (08) in Tax Appeal (January 12, 2010)).  On the substance of the matter, she explained that her reference to the venture and even to the existence of a legal dispute about it reflected things as they were and did not detract from her right to act within the framework of her request.  An issue that I will clarify is not that she will point to A real difficulty in Alma's conduct did not justify an additional petition, and in any case there is no point in attaching the evidence as requested (this is regardless of the question of the presentation of the evidence already at the time of filing the petition to attach it, in relation to which, when it comes to the attachment of evidence in the trial court and not in the appeal, there are different positions in case law (see: Civil Case (M.A.-Tel Aviv) 36870-01-20 G.  v.  A.H.  at paragraph 9 (November 7, 2021)).
38. Now that the work of submitting the arguments has been completed, it is possible to appeal for a decision.

Discussion

39. The law of the motion to dismiss. The balance of convenience, which has the status of primacy, is clearly inclined to the applicants' obligation, but a variety of other reasons also lead to this clear conclusion.  In view of the multitude of arguments of the parties and in the time frame, I will discuss only the main arguments, but I have certainly addressed all of them, and there is nothing in those that are absent to change the required result.
40. Temporary relief that does not serve the main one - Alma's request
41. Temporary relief is supposed to serve the main one, otherwise there is no point in granting it. In the absence of a sufficient connection between the requested temporary relief and the main relief, no relief will be granted (see: Civil Appeals Authority 8937-12-25 Orlando Real Estate HaMeiri 19 Jerusalem in Tax Appeal v.  Ephraim (March 5, 2026)).  The purpose of the interim relief is "to ensure a prima facie right during the legal proceedings and the proper and efficient conduct of the proceeding or the proper execution of the judgment" (see: Regulation 94 of the Civil Procedure Regulations, 5779-2018; hereinafter: the Regulations).  In our case, we are dealing with temporary orders of the first type, of securing a prima facie right (as opposed to a temporary foreclosure, for example).  When examining a request for interim relief of this kind, and in particular the prospects of the prima facie main proceeding, we are therefore supposed to assume that the main proceeding will include a discussion of the matters being examined in the interim proceeding, and to assess the good prospects of the plaintiff-applicant to persuade in the framework of such a hearing.  However, the existing claims are not: they deal mainly with matters of changing the bylaws in 2024, even if they include an attempt to enforce on the respondents (and in practice - IPMH), which is the only shareholder to which it is a party other than the applicants) the fulfillment of the 2017 agreement.  The present application has a particularly weak connection to the following: it concerns the decision of the company' s board of directors (which is not a party to the agreement), from February 2026, regarding the establishment of a data center.  The claims in their current form will not deal with this issue at all; and it is not possible to push the issue of the data center, which was born about two years after the filing of the claims, through the claim of "fulfillment of the agreement" (which is doubtful whether it is valid) .  In any event, there is no way to determine whether the chances of a prima facie claim are good (or whether there is "prima facie sufficient evidence of the existence of a cause of action", in the words of Regulation 95 of the Regulations), when this is not what the claim is about.  It should be further noted: for the purpose of the hearing, let us assume that the claims will be accepted in full: from this it certainly does not conclude that there is anything wrong with the decision of the company's board of directors regarding the venture.  In other words, there are no relevant claims.
42. Square acted differently than Alma: it petitioned in parallel with its request for a broad amendment of the statement of claim, in a manner that would also apply to the current events. Although there is no amended statement of claim in existence, the application can hardly be seen as the equivalent of a request for temporary relief prior to the filing of a main proceeding (Regulation 95(c) of the Regulations); here - not because of a problematic process of filing a request for temporary relief without a main proceeding at all.  but because the amendment has not yet been approved (and compare: Appeal against the Registrar's Decision (M.H.-Tel Aviv) 35681-12-23 Taub v.  Waldman (January 21, 2024)).  Of course, this situation creates an elevated hurdle in the way of Square in its attempt to obtain temporary orders.  But as for Alma - even though she had witnessed Quadrua's request before she filed her own request - she chose not to file a request for correction at all.  My comments on this matter were not exhaustively answered, either in the discussion or in the completion of the argument.  Hence, the chances of Alma's claim on the relevant level, namely the validity of the board of directors' decision regarding the venture, do not exist at all at this time, a matter that alone decides the law of her request to the tribe.
43. However, when the request was heard, and even assuming that Alma had petitioned to amend the statement of claim (or filed a new lawsuit with a request for temporary relief), the result would not have changed. I will discuss the reasons that also lead to the rejection of the requests, both that of Alma and that of Quarter.
44. The Respondents' Claims of Lack of Good Faith, Delay of Prevention and Estoppel
45. Regarding the delay: First of all, Alma's argument that the first decision, in the original motions, left it with the right to file requests for temporary relief at any time, without the respondents having to claim a delay. In paragraph 43 of my first decision, I noted that in the absence of a temporary injunction, "for any move by the respondents by virtue of the new bylaws, which is inconsistent with the provisions of the 2017 agreement, will be given a reasonable notice in advance and no claim of delay and reliance on the part of the respondents will be raised" (emphasis added).  A decision of the board of directors is certainly not an action by virtue of the new bylaws; And he could have made the same decisions by virtue of the old, laconic bylaws.  Theoretically, a claim of certainty delay can therefore be charged.
46. To the body of the delay argument: squarely and merely correct, that the eight previous discussions in the board of directors did not include a final decision regarding the adoption of the server farm venture, but were formally concerned with planning and preliminary progress, prior to the adoption of the venture. In this respect, it is indeed possible that if they had approached the court at an earlier date, they would have been answered by pre-ordering their application, and if so, it is more difficult to claim a delay.
47. Nevertheless, the Respondents' arguments regarding the difficulty in the Applicants' conduct are preferable, not necessarily with regard to the timing of their application to the Court, but in their conduct in "real time" with regard to activities within the company - conduct that may amount to a lack of good faith (and in fact the Respondents involve this matter in estoppel and obstruction).
48. If the Applicants, as shareholders, had argued that discussions in the company's board of directors regarding the establishment of a data center, or any other alternative than those that were raised, would have been futile in any case, since their consent as shareholders was required, they should have made a clear voice in real time, two and a half years ago, and two and a year ago. This does not mean, of course, that whenever shareholders dispute among themselves, every action in the company will be immediately accompanied by a letter from a lawyer according to which each party is safeguarding its rights - a useless move.  However, in the circumstances of the case here, The silence of the petitioners is thunderous and problematic.  The dispute between the parties, as of the date of the Board of Directors discussions (from May 2024, through the main discussion in October 2024, and thus throughout 2025) - was in full swing.  But it revolved entirely around the 2017 agreement and the change in the bylaws.  The Applicants labored within the framework of their previous motions to try and convince this Court why the fear of infringement of their rights is not theoretical but rather such that it requires temporary orders - and the issue of promoting the server farm was not raised on the agenda.  The progress of the company's board of directors towards choosing any alternative to the use of the land was not presented as an example of a breach of the agreement, even when I filed an application for leave to appeal my first decision to the Supreme Court in June 2025.  All this, when we are not dealing with letters of protection of rights for the sake of good order in times of peace, but with a raging legal dispute between the parties.  Thus, for about two years, the company made progress, accompanied by professional advice.  In promoting the possibility of adopting the venture, all with the full consent of all the members of the board of directors, and with an investment of millions of shekels, without the applicants expressing reservations and announcing that any alternative that is adopted, we have the right of veto.  Any alternative that is adopted is null and void in any case, since it contradicts the 2017 agreement, or detracts from the dividend that must be distributed in full, or unlawfully expands the company's business, and so on.
49. There is also a great deal of problem in the Applicants' repeated argument that they were always of the opinion that the activity would be adopted within the framework of a "sister company", when they had the right to decide on the day of an order whether or not to join as shareholders in that sister company. The board of directors itself did not discuss the question of the corporate structure until the end of 2025, so that it argued that all along the way the Applicants were of the opinion that the establishment of the company would be a minefield.  However, the claim of the "sister company" on its merits is also problematic: If the ownership of the sister company that has not yet been established is not necessarily the same as the ownership of the company, then the same 'family tie' between the companies is weakening.  And if the intention is that Keystone has the right to propose a venture that will be managed outside the company, and the applicants have the right to decide whether they want to join or not, then why should the company itself be involved in choosing which of the alternatives on the agenda, and be required to address the question of the investments that will be required? and nothing will be required of the company except a decision regarding the rental or sale of the land to Keystone.
50. In any event, there is a considerable difficulty in the approach whereby the Applicants (as shareholders) have the right of veto that they can put up their sleeves: If, at the end of years of promoting the project and investing considerable resources, the Board of Directors decides to proceed with the venture that was initially foreseen as the company's most favorable - then the Applicants will decide whether to exercise that veto power, or perhaps not to do so, to the extent that they like the venture. The Applicants' Silence, Even in times of an ongoing and powerful legal dispute, they will therefore have a hard time.

III.       The chances of a lawsuit are low, as far as attacking the board of directors' decision is concerned