One of those companies was Top Team Wise Investment Ltd. (hereinafter: Top Team Company), which held 22.5% of the shares. Most of the shares of Top Team are held by Hodaya (80%), which is owned by Mr. Shimshon.
The Ashdod Agreement also stipulated a confidentiality clause in clause 12, according to which "each of the parties undertakes not to disclose or transmit in any way to any third party any information in its possession about and/or in connection with the company's business, as long as it is a shareholder in the company and at any time thereafter, indefinitely. "
Clause 13(b) of the agreement enshrined a non-competition provision whereby the parties to it "undertake, jointly and severally, not to compete in the business of the company [Max Ashdod] and/or in the business of the first party [Max Stock] and/or its customers and/or its reputation in the field of products sold by the company, directly or indirectly, by itself and/or through others, whether as an independent or as an employee, including by a partnership or company or by himself or through others, shares or management rights in any corporations, for the duration of his being a shareholder in the company and for 18 months thereafter."
The Ashdod Agreement also established a mechanism that allows Max Stock (which was defined for this purpose as a buyer) to purchase, in accordance with its choice, the shares of Max Ashdod allocated to the other parties, which were defined for this purpose as a seller (clause 11(a) of the agreement), in the event of defined cases.
One of them is "in any case in which it becomes clear that the seller (and in relation to that selling individual only) acted in a breach of trust and not for the benefit and promotion of the company's and store's business, whether as a manager of the company or a shareholder, without the buyer having to file a claim and/or take any procedure to prove the above" (section 11(a)(6)).
Another case is when "disagreements arose between the buyer and the seller (collectively [sic] in relation to that selling individual only) and which were not settled[and] between the parties within 14 days from the date on which notice was sent to that selling individual" (section 11(a)(4)).