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Idb Holding Corp Ltd, et al. – ‘SC 13D/A’ on 6/27/03 re: Elron Electronic Industries Ltd/NY – EX-2

On:  Friday, 6/27/03, at 12:13pm ET   ·   Accession #:  1104659-3-13310   ·   File #:  5-35004

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/27/03  Idb Holding Corp Ltd              SC 13D/A              11:691K Elron Elec Industries Ltd/NY      Merrill Corp-MD/FA
          Avraham Livnat
          Dic Loans Ltd.
          Discount Investment Corporation Ltd.
          IDB Development Corporation Ltd.
          Nochi Dankner
          Pec Israel Economic Corporation
          Ruth Manor
          Shelly Dankner-Bergman

Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial        HTML    409K 
                          Ownership                                              
 2: EX-1        Underwriting Agreement                              HTML     14K 
 3: EX-2        Plan of Acquisition, Reorganization, Arrangement,   HTML     10K 
                          Liquidation or Succession                              
 4: EX-3        Articles of Incorporation/Organization or By-Laws   HTML     12K 
 5: EX-4        Instrument Defining the Rights of Security Holders  HTML     12K 
 6: EX-5        Opinion re: Legality                                HTML     12K 
 7: EX-6        Opinion re: Discount on Capital Shares              HTML     12K 
 8: EX-7        Opinion re: Liquidation Preference                  HTML     12K 
 9: EX-8        Opinion re: Tax Matters                             HTML     12K 
10: EX-9        Voting Trust Agreement                              HTML     12K 
11: EX-10       Material Contract                                   HTML     12K 


EX-2   —   Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession


This exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



Exhibit 2

 

The 1990-Option

 

A citation of the provisions that are still in effect of the letter agreement dated February 25, 1990 among Elron, DIC and PEC (the “Agreement”)

 

The following capitalized terms used herein are defined in the Agreement as follows:

 

The “Company” means Elron Electronic Industries Ltd., an Israeli corporation.

 

DIC” means Discount Investment Corporation Ltd., an Israeli corporation.

 

PEC” means PEC Israel Economic Corporation, a Maine corporation.

 

The “Rights” mean transferable rights offered by the Company to the holders of its Ordinary Shares, whose shareholdings are registered in the United States, to subscribe for and purchase from the Company at a purchase price not to exceed $4.20 per share one newly issued Ordinary Share for every two Ordinary Shares of the Company held by such shareholders.

 

The “Securities” mean all the unsubscribed Ordinary Shares underlying the Rights expiring unexercised.

 

7.                                       The obligations of the Company with respect to the registrations of certain securities, as provided for in section 10 of the agreement dated December 11, 1988 between the Company and DIC and PEC, shall extend and apply also to the Securities referred to herein, if acquired by by DIC and PEC respectively pursuant to this Agreement.

 

8.                                       This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Israel.

 


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Filing Submission 0001104659-03-013310   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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