*
                                         Companies Law 5759-1999  
                   
                   
                                               Part I: Interpretation 
                   
                   
                  Definitions    1.      In this Law –  
                                         “absorbed company” – one or more companies intended to merge 
                                         with a surviving company in such a manner as to bring about the 
                                         extinction of the absorbed company; 
                                         “act” – a legal act, be it an action or an omission; 
                                         “address” –  
                                                (1)    in respect of an individual who is a resident of 
                                                       Israel – his address as registered in the Population 
                                                       Registry, and if he gives any other address, that 
                                                       other address; 
                                                (2)    in respect of an individual who is not a resident of 
                                                       Israel –the address of his residence and if he gives 
                                                       any other address, that other address; 
                                                (3)    in respect of a company registered in Israel – the 
                                                       address of its registered office; 
                                                (4)    in respect of a company registered outside Israel – 
                                                       the address of its office outside Israel and if it gives 
                                                       an address in Israel, the address so given; 
                                                (5)    in respect of any other corporate body with an 
                                                       address registered by law – its registered address; 
                                         “annual meeting” – a meeting of shareholders under section 60; 
                                         “articles of association” – the articles of association of a company 
                                         as first filed with the Registrar upon its incorporation or as altered 
                                         under law; 
                                         “auditor” – an accountant appointed to perform acts of audit as 
                                         provided in section 154; 
                                         “bonus shares” – shares allotted by a company for no consideration 
                                         to shareholders entitled thereto; 
                                                                        
                  * Enacted by the Knesset on 3 Iyyar 5759 (19 April 1999); The Bill and Explanatory Memorandum 
                  were published in Hatsaot Chok 2432, on 29 Tishri 5756 (23 October 1995), p. 2. 
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                                          “control block” – shares conferring twenty-five percent or more of 
                                          the voting rights at the general meeting;  
                                           
                                          “certificate of incorporation” – a certificate signed by the Registrar 
                                          evidencing the registration of a company; 
                                          “class meeting” – a meeting of shareholders of a class of shares; 
                                          “Companies Ordinance” – the Companies Ordinance [New Version] 
                                          5743-19831; 
                                          “control” – as defined in the Securities Law; 
                                          “counting of votes” – counting of the votes of voters in accordance 
                                          with the voting rights laid down for the shares by virtue of which 
                                          the shareholders taking part in a meeting exercise their votes; 
                                          “the court” – the District Court; 
                                          “date of incorporation” – the date determined by the Registrar as the 
                                          date of incorporation of a company in the certificate of 
                                          incorporation; 
                                          “debenture” – a document issued by a company evidencing the 
                                          existence of a monetary obligation owed by the company, and 
                                          setting out the terms of such obligation, excluding promissory notes 
                                          or bills of exchange given to a company during the course of its 
                                          business; 
                                          “derivative action” – action filed by a plaintiff on behalf of a 
                                          company based on the company’s cause of action; 
                                          “director” – a member of the board of directors of the company and 
                                          a person actually serving in the position of director, whatever his 
                                          title may be; 
                                           
                                          “distribution” – the grant of a dividend or an undertaking so to 
                                          grant, directly or indirectly, as well as purchase; for this purpose, 
                                          “purchase” – the purchase or grant of funding for the purchase, 
                                          directly or indirectly, by a company or by its subsidiary or by any 
                                          other corporate body controlled by it, of shares in the company or of 
                                          securities convertible to shares in the company or capable of 
                                          realization for shares in the company, including undertakings to do 
                                          any of the above; 
                                                                         
                   1 Dinei Medinat Yisrael, New Version 37, p. 761. 
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                                                   “dividend” – any asset given by the company to a shareholder by 
                                                   virtue of his right as a shareholder, whether in cash or in any other 
                                                   manner, including transfer otherwise than for valuable 
                                                   consideration, but excluding bonus shares; 
                                                   “extraordinary meeting” – a general meeting of shareholders that is 
                                                   not an annual meeting; 
                                                   “extraordinary transaction” – a transaction not in a company’s 
                                                   ordinary course of business, a transaction that is not undertaken in 
                                                   market conditions or a transaction that is likely substantially to 
                                                   influence the profitability of a company, its property or liabilities; 
                                                   “floating charge” – as defined in the Companies Ordinance; 
                                                   “foreign company” – a company registered outside Israel and any 
                                                   body of persons, other than a partnership, registered or incorporated 
                                                   outside Israel; 
                                                   “general meeting” – an annual meeting or an extraordinary meeting 
                                                   of shareholders; 
                                                   “holding” and “purchase” – as defined in the Securities Law; 
                                                   “identity number” –  
                                                   (1)      in respect of a company registered in Israel – its registration 
                                                            number; 
                                                   (2)      in respect of a company registered outside Israel – the State 
                                                            in which it is registered and its registration number, should 
                                                            it have one; 
                                                   (3)      in respect of any other corporate body that has a registration 
                                                            number under any law – its registration number; 
                                                   (4)      in respect of an individual who is a resident of Israel – his 
                                                            identity number as registered in the population registry; 
                                                   (5)      in respect of an individual who is not a resident of Israel – 
                                                            the State in which his passport was issued and the passport 
                                                            number; 
                                            
                                                   “index” – the consumer price index published by the Central Bureau 
                                                   of Statistics; 
                                                   “interested party” – a substantial shareholder, a person with 
                                                   authority to appoint one or more directors or the general manager, 
                                                   and a person acting as director or general manager of a company; 
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                                          “means of control” – any of the following: 
                                          (1)    the right to vote at a general meeting of a company; 
                                          (2)    the right to appoint a director of a company; 
                                          “member of a stock exchange” – a person who is the member of a 
                                          stock exchange in accordance with the stock exchange rules as 
                                          defined in section 46 of the Securities Law; 
                                          “memorandum” – as defined in the Companies Ordinance, in its 
                                          version immediately prior to the coming into force of this Law; 
                                          “merger”, for the purposes of Part VIII – the transfer of all assets   
                                          and liabilities, including conditional, future, known and unknown 
                                          debts of an absorbed company to a surviving company, as a result 
                                          of which the absorbed company is absorbed, in accordance with 
                                          section 323; 
                                          “merging company” – an absorbed company and a surviving 
                                          company; 
                                          “the Minister” – the Minister of Justice. 
                                          “nominee company” – as defined in the Securities Law; 
                                     
                                          “offeree”, in a tender offer – a shareholder whose shares are the   
                                          subject of a tender offer; 
                                          “offeror”, in a tender offer – a person making a tender offer 
                                          “office holder” – a director, general manager, chief business 
                                          manager, deputy general manager, vice-general manager, any person 
                                          filling any of these positions in a company even if he holds a 
                                          different title, and any other manager directly subordinate to the 
                                          general manager; 
                                          “outside director” – as defined in Part VI, Chapter 1, Article E; 
                                          “personal interest” – a personal interest of any person in an act or 
                                          transaction of a company, including a personal interest of his 
                                          relative or of a corporate body in which such person or a relative of 
                                          such person has a personal interest, but excluding a personal interest 
                                          stemming from the fact of a shareholding in the company; 
                                          “pledge” – as defined in the Pledges Law 5727-19672, as well as a 
                                          floating charge; 
                                          “premium” – the amount by which the consideration for allotment 
                                          of shares in the company exceeds the nominal value of the shares; 
                                                                         
                   2 Sefer Hachukim, 5727, p. 48. 
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