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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/01/23 Ceragon Networks Ltd. 20-F 12/31/22 104:10M Z-K Global Ltd./FA |
Document/Exhibit Description Pages Size 1: 20-F Annual or Annual-Transition Report by a Foreign HTML 2.64M Non-Canadian Issuer 2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, HTML 53K Liquidation or Succession -- exhibit_2-1 3: EX-4.15 Instrument Defining the Rights of Security Holders HTML 70K -- exhibit_4-15 4: EX-4.16 Instrument Defining the Rights of Security Holders HTML 78K -- exhibit_4-16 7: EX-13.1 Annual or Quarterly Report to Security Holders -- HTML 29K exhibit_13-1 5: EX-12.1 Statement re: the Computation of Ratios -- HTML 35K exhibit_12-1 6: EX-12.2 Statement re: the Computation of Ratios -- HTML 33K exhibit_12-2 8: EX-15.1 Letter re: Unaudited Interim Financial Info -- HTML 29K exhibit_15-1 14: R1 Document And Entity Information HTML 97K 15: R2 Consolidated Balance Sheets HTML 145K 16: R3 Consolidated Balance Sheets (Parenthetical) HTML 45K 17: R4 Consolidated Statements of Operations HTML 113K 18: R5 Consolidated Statements of Comprehensive Loss HTML 61K 19: R6 Consolidated Statements of Changes in HTML 77K Shareholders' Equity 20: R7 Consolidated Statements of Cash Flows HTML 108K 21: R8 General HTML 34K 22: R9 Significant Accounting Policies HTML 103K 23: R10 Other Accounts Receivable and Prepaid Expenses HTML 48K 24: R11 Inventories HTML 42K 25: R12 Property and Equipment, Net HTML 55K 26: R13 Intangible Assets, Net HTML 74K 27: R14 Other Accounts Payable and Accrued Expenses HTML 48K 28: R15 Credit Lines HTML 33K 29: R16 Derivative Instruments HTML 90K 30: R17 Credit Losses HTML 50K 31: R18 Pension Liabilities, Net HTML 85K 32: R19 Commitments and Contingent Liabilities HTML 45K 33: R20 Leases HTML 84K 34: R21 Shareholders' Equity HTML 97K 35: R22 Taxes on Income HTML 169K 36: R23 Revenues HTML 48K 37: R24 Segments, Customers and Geographic Information HTML 64K 38: R25 Selected Statements of Operations Data HTML 71K 39: R26 Related Party Balances and Transactions HTML 64K 40: R27 Significant Accounting Policies (Policies) HTML 164K 41: R28 Significant Accounting Policies (Tables) HTML 68K 42: R29 Other Accounts Receivable and Prepaid Expenses HTML 48K (Tables) 43: R30 Inventories (Tables) HTML 42K 44: R31 Property and Equipment, Net (Tables) HTML 54K 45: R32 Intangible Assets, Net (Tables) HTML 74K 46: R33 Other Accounts Payable and Accrued Expenses HTML 47K (Tables) 47: R34 Derivative Instruments (Tables) HTML 90K 48: R35 Credit Losses (Tables) HTML 49K 49: R36 Pension Liabilities, Net (Tables) HTML 83K 50: R37 Leases (Tables) HTML 84K 51: R38 Shareholders' Equity (Tables) HTML 90K 52: R39 Taxes on Income (Tables) HTML 157K 53: R40 Revenues (Tables) HTML 48K 54: R41 Segments, Customers and Geographic Information HTML 57K (Tables) 55: R42 Selected Statements of Operations Data (Tables) HTML 73K 56: R43 Related Party Balances and Transactions (Tables) HTML 59K 57: R44 General (Narrative) (Details) HTML 30K 58: R45 Significant Accounting Policies (Narrative) HTML 54K (Details) 59: R46 Significant Accounting Policies (Schedule Of HTML 36K Annual Depreciation Rates) (Details) 60: R47 Significant Accounting Policies (Schedule Of Stock HTML 44K Option Granted Assumptions) (Details) 61: R48 Significant Accounting Policies (Schedule of HTML 51K Accumulated Other Comprehensive Income, Net) (Details) 62: R49 Other Accounts Receivable and Prepaid Expenses HTML 42K (Details) 63: R50 Inventories (Details) HTML 40K 64: R51 Property and Equipment, Net (Details) HTML 49K 65: R52 Intangible Assets, Net (Schedule Of Intangible HTML 55K Assets) (Details) 66: R53 Intangible Assets, Net (Schedule of expected HTML 44K amortization in future periods) (Details) 67: R54 Other Accounts Payable and Accrued Expenses HTML 45K (Details) 68: R55 Credit Lines (Narrative) (Details) HTML 50K 69: R56 Derivative Instruments (Schedule of Fair Value of HTML 45K Derivative Contracts) (Details) 70: R57 Derivative Instruments (Schedule of Derivative HTML 32K Contracts on Consolidated Statements of Operations) (Details) 71: R58 Credit Losses (Schedule of Allowance for Credit HTML 38K Losses) (Details) 72: R59 Pension Liabilities, Net (Narrative) (Details) HTML 33K 73: R60 Pension Liabilities, Net (Schedule Of Changes In HTML 40K Projected Benefit Obligations) (Details) 74: R61 Pension Liabilities, Net (Schedule Of Assumptions HTML 32K Used) (Details) 75: R62 Pension Liabilities, Net (Summary Of Components Of HTML 38K Net Periodic Benefit Cost) (Details) 76: R63 Pension Liabilities, Net (Schedule Of Expected HTML 40K Benefit Payments) (Details) 77: R64 Commitments and Contingent Liabilities (Narrative) HTML 38K (Details) 78: R65 Leases (Narrative) (Details) HTML 32K 79: R66 Leases (Schedule of Components of Lease Expense HTML 40K and Supplemental Cash Flow Information) (Details) 80: R67 Leases (Schedule of Maturities of Lease HTML 45K Liabilities) (Details) 81: R68 Shareholders' Equity (Narrative) (Details) HTML 52K 82: R69 Shareholders' Equity (Summary Of Stock Options HTML 80K Granted) (Details) 83: R70 Shareholders' Equity (Schedule of RSUs Granted) HTML 49K (Details) 84: R71 Shareholders' Equity (Schedule Of Equity-Based HTML 36K Compensation Expense) (Details) 85: R72 Taxes on Income (Narrative) (Details) HTML 69K 86: R73 Taxes on Income (Schedule Of Income Tax Expense HTML 43K (Benefit)) (Details) 87: R74 Taxes on Income (Schedule Of Deferred Income HTML 65K Taxes) (Details) 88: R75 Taxes on Income (Schedule Of Income (Loss) Before HTML 37K Taxes) (Details) 89: R76 Taxes on Income (Schedule Of Income Tax HTML 50K Reconciliation) (Details) 90: R77 Taxes on Income (Schedule Of Changes In HTML 37K Unrecognized Tax Benefits) (Details) 91: R78 Revenues (Schedule of Significant Changes in HTML 38K Deferred Revenue) (Details) 92: R79 Revenues (Schedule of Remaining Performance HTML 35K Obligations) (Details) 93: R80 Segments, Customers and Geographic Information HTML 59K (Schedule Of Revenues From Sales To Unaffiliated Customers) (Details) 94: R81 Segments, Customers and Geographic 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By and between: |
The entities enumerated in Appendix 1 of the Credit Agreement
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in their function as Lenders (the “Lenders”) |
of the first part
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And: |
Bank Hapoalim Ltd.
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(“Bank Hapoalim”) |
of the second part
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And: |
Ceragon Networks Ltd.
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(the “Borrower”) |
of the third part
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Whereas: |
on March 14, 2013 the Borrower entered into a credit agreement with the Lenders, inclusive of its appendices and attachments, as amended and as shall be amended from time to time (the “Credit Agreement”)
in and under which, inter alia, the Borrower was provided with the “credit”; and
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Whereas: |
at the beginning of 2022 the global financial system is expected to reduce the use of the LIBOR interest rate; and
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Whereas: |
the Parties decided that the interest to replace the LIBOR interest rate in the Credit Agreement would be the SOFR interest rate, as defined below in this Amendment Document; and
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Whereas: |
in reliance on the correctness of the declarations and representations of the Borrower in the Credit Agreement and in this Amendment Document, as set forth below, and performance of all its undertakings as set forth in the Credit Agreement
as amended in this Amendment Document, it was agreed to make amendment in Credit Agreement, all subject and pursuant to the terms and conditions of the Credit Agreement and this Amendment Document.
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1. |
General
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1.1 |
The preamble to this Amendment Document constitutes an integral part hereof. All terms mentioned heretofore and hereinafter in this Amendment Document shall have the meaning given to them in the Credit Agreement, unless explicitly stated
otherwise.
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1.2 |
For the avoidance of doubt, it is agreed that this Amendment Document constitutes part of the Credit Documents, as defined in section 2 of the Credit Agreement.
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1.3 |
In addition to any declaration, representation or undertaking of the Borrower in the “Credit Documents” (as this term is defined in the Credit Agreement) or in any other agreement or document delivered or to be delivered to the Lenders in
connection with the credit or in connection with the security, and without prejudicing or derogating from any of the foregoing (except as required from this Amendment Document), the Borrower declares, confirms and undertakes to the Lenders
and office holders as follows:
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1.3.1 |
the Borrower fully and accurately performed and is continuing to perform all the provisions of the Credit Agreement;
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1.3.2 |
all the Borrower’s representations set forth in the Credit Agreement (with the exception of those set forth in sections 15.1.2, 15.1.3(a), 15.1.5, 15.1.6, 15.1.10, 15.1.11, 15.1.12 and 15.1.16 and also with the exception of the
representation in section 15.1.1 only with respect to the fact that the Borrower’s shares are listed for trading on the Tel Aviv Stock Exchange Ltd.) remain in effect and are correct and complete as of the date of signature of this Amendment
Document;
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1.3.3 |
(a) the Borrower obtained all the decisions, agreements, authorizations, permits and approvals required under its documents of incorporation, under the provisions of any law and at the instruction of any authority whatsoever in connection
with making this Amendment Document or in connection with the Credit Agreement and its appendices; (b) there is no need to adopt decisions or provide any additional consents or approvals; (c) all measures and acts required were taken to
lawfully approve its entering into this Amendment Document; (d) all the Borrower’s undertakings under, within or in connection with this Amendment Document or the Credit Agreement or the other Credit Documents are lawful, in existence, valid,
binding and enforceable against it according to their terms.
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2. |
Amendment of Credit Agreement
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2.1 |
Updating the definition of the LIBOR. Section 2 of the Credit Agreement shall be amended so
that the definition of the term “LIBOR” shall be deleted and in its place shall be added the following definition:
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“SOFR” – Secured Overnight Financing Rate
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Variable interest at the Daily Simple SOFR reference rate and/or at the Term SOFR reference rate, all pursuant to the provisions of section 3.7.5 below.
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2.2 |
Anywhere in the Credit Agreement where the word “LIBOR” appears shall be replaced by the word: “SOFR”.
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2.3 |
The Credit Agreement shall be amended so that after section 3.7.4 of the Credit Agreement, the following section shall be inserted:
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“3.7.5 |
Anywhere in this Agreement where the word “SOFR” appears, the following provisions shall apply:
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3.7.5.1 |
The decision whether to provide credit at the Daily Simple SOFR reference rate and/or at the Term SOFR reference rate shall be at the sole discretion of each individual Lender.
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3.7.5.2 |
The definition of the Daily Simple SOFR rate and/or the Term SOFR rate (including, but without derogating – the method of determination of interest, the identity of the publishing entity, the date of publication of the interest, etc.) is not uniform between the various Lenders, and therefore any provision of credit on the basis of SOFR shall be according to the accepted methodology and definitions at each individual Lender, at the sole
discretion of such Lender.
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3.7.5.3 |
At the time of provision of credit on the basis of SOFR, the Borrower shall sign all the accepted credit documents at each individual Lender referring, inter alia, to the definition of the Daily
Simple SOFR rate and/or the Term SOFR rate.”
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2.4 |
Replacement of Appendix 3.6.1.1 of the Credit Agreement. Appendix 3.6.1.1 of the Credit
Agreement shall be replaced by the Appendix 3.6.1.1 of this Amendment Document.
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2.5 |
Section 16.16 of the Credit Agreement shall be amended in such manner that the last sentence in the section shall be deleted (the sentence commencing with the word “Furthermore” and ending with the word “secured”) and it shall be replaced
by the following sentence:
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3. |
Miscellaneous
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3.1 |
Unless explicitly determined otherwise in this Amendment Document, the conditions and undertakings set forth in this Amendment Document do not derogate or prejudice or alter any other undertaking of the Borrower to the Lenders or the
validity of any security whatsoever provided in favor of the Security Trustee for the Lenders according to and under the Credit Agreement or the other Credit Documents or any other document or agreement delivered or to be delivered to the
Lenders or any office holder in connection with the credit, and they shall continue to remain in full and binding effect, including any provisions relating to the rights of the Lenders to make the credit immediately payable, all pursuant and
subject to the terms and conditions of the Credit Documents.
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3.2 |
This Amendment Document, unless explicitly stated herein otherwise, is in addition to and shall not derogate from, alter or prejudice the provisions of the Credit Agreement and the Amendment Documents, and except as explicitly stated in
this Amendment Document, all rights of the Lenders and the Borrower under the Credit Agreement, the Amendment Documents and under the provisions of any law, are saved absolutely.
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3.3 |
This Amendment Document may be signed by the Parties to it in one copy or several separate copies by any of the Parties, which shall jointly constitute one document.
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__________________________
Ceragon Networks Ltd.
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___________________________
Bank Hapoalim Ltd.
(as Lender, in its position as Credit Manager and in its position as Security Trustee)
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___________________________________
First International Bank of Israel Ltd.
(as Lender)
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________________________
HSBC Bank PLC
(as Lender)
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___________________________
Bank Leumi Le-Israel B.M.
(as Lender)
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__________________________
Date
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________________________
Attorney signature and stamp
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4. |
We hereby request that you provide us, on ___________ / by no later than _________ (hereinafter, the “Withdrawal Date”) with a loan in the amount of ________________ (_________________) US Dollars2
(hereinafter, the “Withdrawal Amount”)3 for a period of 4: month / two months / three months / four months / five months / six months / another period of5: _________
(hereinafter, the “Loan Period”), which shall bear variable interest at the Daily Simple SOFR reference rate at the Daily Simple SOFR rate (for a period of ______) with an additional rate of ____% per
annum and/or at the Term SOFR reference rate (for a period of______) with an additional rate of __% per annum 6 (subject only to your having provided us with the Withdrawal Amount in our account at your bank on the requested
Withdrawal Date constituting your approval of the aforesaid interest rate7) with an Interest Period of:8 month / three months / six months / another period of: ____________ (hereinafter, the “Interest Period”).
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1 |
The Withdrawal Application must be delivered to the Lender by registered mail, fax or in any other manner to be agreed with the Lender. If on the date of submission of the Application an original copy of the Application is not delivered,
the Lender must be furnished with an original copy of the Withdrawal Application by registered mail by no later than 7 (seven) business days after the date of this Withdrawal Application.
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2 |
In the event it is agreed in advance and in writing with the relevant Lender that the loan will be provided in New Israeli Shekels or in foreign currency which is not US dollars, the currency name shall be altered.
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3 |
Please specify an amount of not less than 200,000 (Two Hundred Thousand) US dollars.
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4 |
Please choose the relevant loan period.
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5 |
Another loan period may be chosen, if the prior written consent of the relevant Lender is granted, provided that the period is shorter than six months.
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6 |
In the event it is agreed in advance and in writing with the relevant Lender that the loan will be provided in New Israeli Shekels, the “SOFR” shall be replaced by the quoted basic interest rate - “Prime”.
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7 |
It is hereby clarified, for the avoidance of doubt only, that nothing in this Withdrawal Application shall derogate from the provisions of the Credit Agreement in relation to withdrawal of loans.
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8 |
The Interest Period in relation to a loan shall be one month; however, (a) in relation to loans for a period of three months an Interest Period of three months may be chosen, (b) in relation to loans for a period of six months, an
Interest Period of three months or six months may be chosen, (c) in relation to loans for a period longer than one month but shorter than three months (not including three months) and in relation for a period longer than three months but
shorter than six months (not including six months), different Interest Period may be chosen, if the Lender’s prior written consent was given.
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5. |
The nominal annual interest rate as of ____________ is __%.
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6. |
The adjusted annual interest rate as of ____________ is __%.
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7. |
The nominal annual default interest rate as of _________ is __%.
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8. |
The adjusted annual default interest rate as of _________ is __%.
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9. |
We hereby declare and undertake the following:
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9.1 |
The Withdrawal Date is a business day during the availability period;
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9.2 |
The Withdrawal Amount requested does not exceed the unutilized balance of the line of credit of the loans at the Lender;
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9.3 |
The Loan Period does not terminate after the final date of payment;
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9.4 |
No Event of Default occurred (without taking into account cure and/or waiting periods, if any are granted under the provisions of the Credit Agreement), which was not remedied by the date of this Withdrawal Application and no Event of
Default shall occur (without taking into account cure and/or waiting periods, if any are granted under the provisions of the Credit Agreement) in consequence of extending of the loan under this Withdrawal Application;
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9.5 |
All the representations set forth in section 15 of the Credit Agreement, with the exception of those set forth in sections: 15.1.1 (only with respect to the fact that the Borrower’s shares are listed for trading on the Tel Aviv Stock
Exchange Ltd.), 15.1.2, 15.1.3(a), 15.1.5, 15.1.6, 15.1.10, 15.1.11, 15.1.16, 15.1.25, and 15.1.28 to 15.1.30 of the Credit Agreement are true and accurate, as of the Withdrawal Date.
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10. |
Any term not defined in this Withdrawal Application shall have the meaning ascribed to it in the Credit Agreement.
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11. |
Our application is being submitted pursuant to the provisions of the Credit Agreement and constitutes a Credit Document, as this agreement term is defined in the Credit Agreement.
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This ‘20-F’ Filing | Date | Other Filings | ||
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Filed on: | 5/1/23 | |||
For Period end: | 12/31/22 | |||
3/14/13 | 6-K, SC 13G/A | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/21/24 Ceragon Networks Ltd. 20-F 12/31/23 112:13M Z-K Global Ltd./FA 12/28/23 Ceragon Networks Ltd. S-8 12/28/23 4:175K Z-K Global Ltd./FA 5/04/23 Ceragon Networks Ltd. F-3 5:291K Z-K Global Ltd./FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/02/22 Ceragon Networks Ltd. 20-F 12/31/21 104:10M Z-K Global Ltd./FA 3/08/21 Ceragon Networks Ltd. 20-F 12/31/20 109:11M Z-K Global Ltd./FA 3/31/20 Ceragon Networks Ltd. 20-F 12/31/19 105:9.9M Z-K Global Ltd./FA 3/27/18 Ceragon Networks Ltd. 20-F 12/31/17 98:9.2M Z-K Global Ltd./FA 4/07/17 Ceragon Networks Ltd. 20-F 12/31/16 100:9M Z-K Global Ltd./FA 3/23/16 Ceragon Networks Ltd. 20-F 12/31/15 108:9.4M Z-K Global Ltd./FA 4/02/15 Ceragon Networks Ltd. 20-F 12/31/14 116:18M Z-K Global Ltd./FA 11/19/13 Ceragon Networks Ltd. 6-K 11/19/13 53:3.6M Z-K Global Ltd./FA 4/03/13 Ceragon Networks Ltd. 20-F 12/31/12 115:15M Z-K Global Ltd./FA |