2.5.1. Hollander Stern will bear the sum of ILS 4,168,000 for 16.67% from the sale, and which, together with the 400 shares it holds, From the outset in the Fortress Landscape Company, you will hold after the completion of the The sale of 50% of a company's share capital (600 shares) out of 1200).
2.5.2. The Diamond Star will bear the sum of ILS 7,500,000 for 60% from the sale that will be after the completion of the sale in the business supermarket 30% of capital The company's shares (360 Shares out of 1200)
2.5.3. Yinon-Hai will bear the sum of ILS 3,750,000 for 15% of the sale that will be after the completion of the sale in the antitrust 15% of the share capital of The Company (180 shares out of 1200)
2.5.4. Oshri Chelouche will bear the sum of ILS 1,250,000 for 5% of the sale that will constitute 5% of the capital after the completion of the sale in the business The company's shares (60 shares out of 1200)
(Emphasis in the original - R., 60).
In conclusion The purchase was the company's shares to be divided among the purchasers as follows: The Plaintiff 30%; The Defendant 50%; Yinon 15%; Oshri Three 5%. It was further determined that each party will bear its proportional share of the purchase tax to be paid for the purchase of the shares (section 2.6), and a proportionate share of the value-added tax payments that will apply, if it applies (section 2.9). It was also determined that the trust agreement would be for a period of one year, at the end of which the beneficiaries would be able to demand the transfer of the shares on their behalf (clause 4.8).
- A few days after the signing of the trust agreement, the defendant signed an agreement for the purchase of the shares from the partnership (Appendix 2.1 to L/3) (hereinafter: Purchase Agreement). In accordance with the purchase agreement, the defendant undertook to pay each of the partners the sum of ILS 8,333,333 (in accordance with the company's valuation in the sum of ILS 25 million - see the appendix to the trust agreement) (clause 7 of the purchase agreement). The purchase agreement stipulated payment dates (clause 7.2). It was determined that each of the partners would be paid a sum of ILS 2,000,000 at the time of signing, together with checks for the payment of the value-added tax. The defendant undertook to pay the balance of the consideration to the partnership until the date of completion of the transaction (clause 7.6), defined in clause 8, on February 15, 2021.
- As can be seen, the first payment to the partnership, in a total amount of ILS 4,000,000, was expected to pay off a few days after the signing of the trust agreement. According to the defendant, due to the difficulties of the plaintiff and three in raising financing in a short time, it was agreed that the first payment would be paid only by the defendant and Yinon (clause 2.10 of the trust agreement) (N/3, paragraph 27).
In the testimonies, it was clarified that in order to pay Yinon's share (ILS 2 million), Hollander & Sons Company Ltd., a company controlled by Haim Hollander, transferred the sum of ILS 2 million to it on December 23, 2020 (Exhibit A/3). Yinon, for its part, drew two checks for the Partnership Ordinance in the sum of ILS 2,000,000 each (Exhibit A/4), and thus a sum of ILS 4 million was paid, constituting the first payment for the purchase of the shares (testimony of Yinon Bublil, pp. 35, 36). There is no dispute that the plaintiff and Oshri Shlosh did not pay any amount for the first payment.
- In addition to the first payment, the parties were required to pay the purchase tax calculated by them in the sum of ILS 1,000,080 (see Appendix to the Trust Agreement - p. 79 of the list of appendices to the affidavit P/2). According to their calculation, after the advance payment in the sum of ILS 4 million, a total of ILS 13,670,080 remained to be paid (the calculation in the appendix to the trust agreement).
- Clause 2.11 of the trust agreement stipulates how the balance of the consideration (not including the purchase tax will be paid):
2.11 For the purpose of paying the balance of the consideration to the sellers: