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Elbit Imaging Reaches an Understanding Regarding a Proposed Debt Restructuring
Date:2/27/2013

f his business time and effort to the business of the Company and to serve as the Company's Chief Executive Officer, on terms to be agreed upon, including the issuance of warrants by the Company to Mr. Zisser to purchase Ordinary Shares.

The Company has agreed to examine all of its related party transactions and arrangements, including all transactions and arrangements with Mr. Zisser, to ensure that such transactions and arrangements are and will be made in the best interests of the Company. The Company shall have the right to terminate these related party transactions and arrangements with immediate effect.

Board of Directors

Effective at the Closing, the holders of the Notes will be entitled to designate a new board of directors. Thereafter the board of directors will be elected by holders of a majority of the outstanding Ordinary Shares, provided, however, that subject to any provisions of any applicable law, regulation or stock exchange rule, any shareholder that beneficially holds Ordinary Shares representing at least 12% of the outstanding Ordinary Shares will be entitled to appoint one director.  In addition, the parties agreed to consider other corporate governance policies to reflect the Company's shareholding structure following the Restructuring, including, among other things, with respect to the required board vote for the approval of certain material actions.

Conditions Precedent

The Restructuring is subject to the negotiation and execution of definitive agreements. The closing of the Restructuring will be subject to various conditions, including the receipt of: (i) the approval of the Tel Aviv District Court under Sections 350-351 of the Israeli Companies Law; (ii) any required third-party consents; (iii) to the extent required, satisfactory tax rulings for the holders of the Notes and the Company issued by the Israeli Tax Authority; (iv) the approval by the requisite majority of the cr
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SOURCE Elbit Imaging Ltd.
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