Incredimail 2011 Annual Report Download - page 189

(b)
There is no order, writ, injunction, judgment or decree of any court or government agency or instrumentality of any Governmental
Body, in each case relating to the Company, to which the Company, or any of the assets owned or used by the Company, is subject. To the Company’
s Knowledge, no
Service Provider is subject to any order, writ, injunction, judgment or decree of any court or government agency or instrumentality of any Governmental Body, in each
case relating to the Company, that prohibits such Service Provider from engaging in or continuing any conduct, activity or practice relating to the Company’
s business.
2.20 Authority; Binding Nature of Agreement
(a)
The Company has the requisite corporate power and authority to enter into and to perform its obligations under this Agreement and
other agreements to which it is party contemplated hereby or which are ancillary hereto and to consummate the transactions contemplated hereby and thereby; and the
execution, delivery and performance by the Company of this Agreement and all such other transactions have been duly authorized by all necessary corporate action on
the part of the Company. Assuming that this Agreement constitutes a legal, valid and binding obligation of the other parties hereto, this Agreement constitutes the
legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to (i) laws of general application relating to
bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.
(b)
Without limiting the generality of the foregoing, the board of directors of the Company has unanimously (i) approved and declared
advisable this Agreement, the Merger and the other transactions contemplated hereby, (ii) recommended approval and adoption of this Agreement, the Merger and the
other transactions contemplated hereby by the Shareholders, and (iii) has not withdrawn or modified such approval or recommendation. The Company has obtained
all necessary consents to approve this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement from any
Warrantholder, Optionholder, Shareholder or creditor of the Company.
(c) The approval of (i) the holders of a majority of the outstanding Shares voting together as a single class on an as-
if converted basis and
(ii) the holders of sixty-six percent (66%) of the outstanding Preferred Shares voting together as a single class on an as-
if converted basis are the only shareholder
votes necessary to approve and adopt this Agreement and the Merger on behalf of the Company. Written consents of Shareholders representing the due approval and
adoption of this Agreement and the Merger by the requisite vote have previously been delivered to Purchaser. The Company shall duly notify each non-
consenting
Shareholder of such approval in accordance with the Charter Documents and the WBCA within two Business Days of the date hereof.
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