Item 1.01. Entry into a Material Definitive Agreement
Investor Rights Agreement
In connection with the Closing under the Omnibus Agreement, the Company and
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The Investor Rights Agreement also contains restrictions on the transfer of the Primary Issuance Company Ordinary Shares and the Primary Issuance Company Non-Voting Ordinary Shares issued to the Yahoo Parties at the Closing during the twelve-month period thereafter. During such period, the Yahoo Parties may not transfer the Primary Issuance Company Ordinary Shares and the Primary Issuance Company Non-Voting Ordinary Shares issued to the Yahoo Parties except for certain customary permitted transfers such as (i) to affiliates, (ii) in respect of a merger, tender offer or other similar transaction that is recommended by the Board and involves all other shareholders of the Company exchanging their securities, (iii) with respect to bankruptcy or insolvency by the Company and (iv) with respect to certain permitted financing arrangements. The Investor Rights Agreement further restricts the Yahoo Parties from certain transfers even after the expiration of the twelve-month period, including transfers to certain competitors and transfers resulting in an owner of more than 10% of the Company's outstanding ordinary shares. The Yahoo Parties are also restricted from acquiring securities of the Company and from taking other actions which seek to control or influence the management or the policies of the Company, for certain time periods specified therein.
The Investor Rights Agreement also contains a waiver by the Company of the right
to be offered an opportunity to participate in any business opportunity which
may be a corporate or business opportunity for any of the Yahoo Parties or any
Yahoo Director. More so, under the Investor Rights Agreement, upon a
The Investor Rights Agreement also includes certain customary demand, "piggy-back" and shelf registration rights with respect to the Company Ordinary Shares issued to the Yahoo Parties or thereafter acquired by the Yahoo Parties.
The description of the Investor Rights Agreement does not purport to be complete and is qualified in its entirety by such agreement, which is filed as Exhibit 10.2 to this report and is incorporated herein by reference.
Item 3.02. Unregistered Sales of
The information set forth under the heading "Background" is incorporated herein
by reference. As noted above, at the Closing, the Company issued to
The Primary Issuance Company Non-Voting Ordinary Shares are not entitled to vote on or receive notices with respect to any matter pursuant to our articles of association and are not entitled to vote or to be counted for purposes of determining whether any vote required under the articles has been approved by the requisite percentage of voting securities or to be counted towards any quorum required pursuant to the articles. Except with respect to the voting rights and to the rights to receive notice of meetings of the shareholders, the Non-Voting Ordinary Shares will have rights identical to the rights of ordinary shares.
Immediately prior to, and as a condition to the subsequent transfer of any
Primary Issuance Company Non-Voting Ordinary Shares by
The issuance of the Primary Issuance Company Ordinary Shares and the Primary
Issuance Company Non-Voting Ordinary Shares to
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Executive Officer Bonuses
In connection with the Transaction, the Compensation Committee and the Board approved cash bonuses payable at Closing and separate performance-based cash bonuses (the "Performance Bonuses") to the Company's executive officers named below. The Performance Bonuses are based on a full-year 2024 target for the Company's adjusted free cash flow per-share (the "Target"). The Performance Bonuses are not payable if the Company achieves less than 75% of the Target. If the Company meets or exceeds 75% of the Target, the Performance Bonus is payable at the same percentage as the Target achievement up to 100% of the target and an accelerated rate of 125% of the achievement above 100%, subject to a cap of 150%.
Mr. Singolda's cash bonus is
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Appointment of Monica Mijaleski to the Board of Directors
On
Ms. Mijaleski will be entitled to receive non-employee director compensation
under terms consistent with those previously disclosed in
Item 5.03. Amendments to Articles of Incorporation or Bylaws.
In connection with the Transaction and following approval by the Company's
shareholders, the articles of association of the Company were amended and
restated in their entirety. A copy of the 12th Amended and Restated Articles of
Item 7.01. Regulation FD Disclosure
A copy of the Company's press release dated
The information in this Item 7.01, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act or the Exchange Act, except as otherwise expressly stated in such filing.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits Exhibit Number Description of Document 3.1 12th Amended and Restated Articles ofAssociation of Taboola.com Ltd. 10.1 Omnibus Agreement, dated as ofNovember 28, 2022 , by and amongTaboola.com Ltd. ,College Top Holdings, Inc. , and Yahoo AdTech JV, LLC* 10.2 Investor Rights Agreement, dated as ofJanuary 17, 2023 by and betweenTaboola.com Ltd. andCollege Top Holdings, Inc. * 99.1 Press release, datedJanuary 17, 2023 104 Cover page of this Current Report on Form 8-K formatted in Inline XBRL
* Exhibits and schedules have been omitted pursuant to Item 601(a)(5) of
Regulation S-K and will be provided on a supplemental basis to the
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