Incredimail 2011 Annual Report Download - page 152

1.3 Closing of the Merger . The closing of the Merger (the “ Closing ”)
shall take place at a time and on a date, as agreed to by the parties, which
shall be no later than one Business Day after satisfaction (or waiver) of the latest to occur of the conditions set forth in Sections 7 and 8 (the “ Closing Date ”),
at the
offices of Goldfarb Seligman & Co., 98 Yigal Alon Street, Tel-
Aviv, Israel, unless another time, date or place is agreed to in writing by the parties hereto. The parties
(other than the Shareholder Representative) shall use their best efforts to cause the conditions set forth in Sections 7 and 8 to be satisfied within twelve Business Days
after the date hereof.
1.4 Effects of the Merger
. The Merger shall have the effects set forth in the WBCA. Without limiting the generality of the foregoing and subject
thereto, at the Effective Time, all the properties, rights, privileges, powers, patents, trademarks, licenses, registrations, franchises, cash and other assets of every kind
and description of the Company and Merger Sub shall be transferred to, vest in and devolve upon the Surviving Corporation without further act or deed, and all debts,
liabilities and duties of the Company and Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation. At any time, or from time to time,
after the Effective Date, the last acting officers of Merger Sub, or the corresponding officers of Surviving Corporation, may, in the name of Merger Sub, execute and
deliver or cause to be executed and delivered all such deeds and instruments and to take or cause to be taken such further or other action as Surviving Corporation may
deem necessary or desirable in order to vest in and conform to Surviving Corporation title to and possession of any property of Merger Sub acquired or to be acquired
by reason of or as a result of the Merger herein provided for and otherwise to carry out the intents and purposes hereof, and the proper officers and directors of
Surviving Corporation are fully authorized in the name of Merger Sub or otherwise to take any and all such action.
1.5 Articles of Incorporation and Bylaws
. The Articles of Incorporation of the Surviving Corporation in effect at the Effective Time will be
amended and restated as set forth on Exhibit A
to the Articles of Merger until further amended in accordance with applicable law. The Bylaws of the Surviving
Corporation shall be the Bylaws of the Company immediately prior to the Effective Time until further amended in accordance with applicable law.
1.6 Directors
. The directors of Merger Sub at the Effective Time shall be the directors of the Surviving Corporation, each to hold office in
accordance with the Articles of Incorporation and Bylaws of the Surviving Corporation until such director’s successor is duly elected or appointed and qualified.
1.7 Officers
. The officers of the Company at the Effective Time shall be the officers of the Surviving Corporation, each to hold office in
accordance with the Articles of Incorporation and Bylaws of the Surviving Corporation until such officer’s successor is duly elected or appointed and qualified.
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