Incredimail 2011 Annual Report Download - page 192

3.5 No Violation
. Neither the execution and delivery of this Agreement by Parent, Purchaser and Merger Sub, the performance by each of Parent,
Purchaser and Merger Sub of its obligations hereunder nor the consummation by Parent, Purchaser and Merger Sub of the Merger will (a) violate, conflict with or
result in any breach of any provision of the respective organization documents of Parent, Purchaser and Merger Sub, (b) violate, conflict with or result in a violation or
breach of, or constitute a default (with or without due notice or lapse of time or both) under the terms, conditions or provisions of any mortgage, indenture, license or
material agreement to which Parent, Purchaser or Merger Sub is a party or (c) violate any order, writ, judgment, injunction, decree, statute, rule or regulation of any
court or domestic or foreign Governmental Body applicable to Parent, Purchaser or Merger Sub.
3.6 Brokers . No broker, finder or investment banker, for which the Company or the Shareholders may be liable, is entitled to any brokerage, finder’
s
or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Parent, Purchaser or
Merger Sub or any of their respective directors, officers, employees or agents.
3.7 Capitalization; Valid Issuance
. The authorized share capital of Parent consists of 40,000,000 Parent Shares, of which 9,772,558 Parent Shares
were issued and outstanding as of July 25, 2011. The Parent Shares to be issued pursuant to this Agreement will, when issued in accordance with the provisions of this
Agreement, be validly issued, fully paid and nonassessable.
3.8 Parent SEC Documents; Financial Statements .
(a) Parent has timely filed all forms, reports and documents required under the Exchange Act (as defined in Exhibit A
hereto) to be filed with
the SEC (as defined in Exhibit A hereto) since July 1, 2010 (the “ Parent SEC Documents ”).
Each of the Parent SEC Documents complied in all material respects
with all applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, each as in effect on the dates such forms, reports, and
documents were filed, and no such statement or report contained an untrue statement of a material fact or omitted to state any material fact necessary to make the
statements made therein, in light of the circumstances under which they were made, not misleading.
(b) The consolidated financial statements of Parent and its consolidated subsidiaries for the year ended December 31, 2010 and the unaudited
consolidated financial statements of Parent for the three months ended March 31, 2011 included in the Parent SEC Documents (i) were prepared in accordance with
U.S. GAAP applied on a consistent basis throughout the periods covered, except as may be indicated in the notes to such financial statements, and except that
unaudited financial statements may not contain footnotes and are subject to year-
end audit adjustments, and (ii) fairly present the consolidated financial position of
Parent and its subsidiaries as of the respective dates thereof and the consolidated results of operations of Parent and its subsidiaries for the periods covered thereby.
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