Incredimail 2011 Annual Report Download - page 170

2.5 Absence of Changes . Except as set forth in Part 2.5
of the Disclosure Schedule or as specifically disclosed in the Financial Statements
(including the notes thereto), since December 31, 2010:
(a)
there have been no changes, events, occurrences or developments of the Company which, individually or in the aggregate, have had or
could reasonably be expected to have a Material Adverse Effect (as defined in Exhibit A
) on the Company, other than changes, events, occurrences or developments
affecting the Company’s sector as a whole;
(b)
the Company has not declared, accrued, set aside or paid any dividend or made any other distribution in respect of any capital stock, and
has not repurchased, redeemed or otherwise reacquired any shares or other securities of the Company except the repurchase of Common Stock upon termination of
service of any employee, director or consultant of the Company, pursuant to Stock Subscription Agreements, a form of which was delivered to Purchaser;
(c)
the Company has not sold, issued or authorized the issuance of (i) any capital stock or other security of the Company, other than upon
exercise of a Company Stock Option, (ii) any Company Stock Option or other right to acquire any capital stock or any other security of the Company or (iii) any
instrument convertible into or exchangeable for any capital stock or other security of the Company;
(d)
the Company has not amended or waived any of its rights under, or permitted the acceleration of vesting under (i) any provision of any
agreement or grant letter awarding or evidencing any outstanding Company Stock Option, or (ii) any share purchase agreement;
(e) there has been no amendment to the Company’
s Articles of Incorporation, and the Company has not effected or been a party to any
Acquisition Transaction (as defined in Exhibit A
) (except the issuance of Company Stock Options pursuant to the Stock Option Plans), recapitalization,
reclassification of shares, split, reverse split or similar transaction;
(f) the Company has not formed any subsidiary or acquired any equity interest or other interest in any other Entity;
(g) the aggregate capital expenditures of the Company have not exceeded $10,000;
(h) the Company has not (i) entered into any Contract (as defined in Exhibit A
) that is or would constitute a Material Agreement (as defined
in Section 2.10(a)), or (ii) amended or prematurely terminated, or waived any right or remedy under, any Material Agreement; in excess of $10,000;
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