Incredimail 2011 Annual Report Download - page 194

4.5 Tax Matters
. The Founder has had an opportunity to review with his own Tax advisors the Tax consequences to him of the transactions
contemplated by this Agreement, including the receipt of Parent Shares. The Founder understands that he must rely solely on his advisors and not on any statements or
representations by Parent, Purchaser, Merger Sub, the Company or any of their attorneys, investment advisors, accountants or other agents with respect to Tax matters.
5.1 Operation of the Company’s Business
. Other than as contemplated hereunder or with the prior written consent of Purchaser, during the period
commencing on the date of this Agreement and continuing until the earlier of the termination of this Agreement and the Closing (the “ Pre-Closing Period ”):
(
a) the Company shall conduct its business and operations in the ordinary course and in substantially the same manner as such business and
operations have been conducted prior to the date of this Agreement;
(b) the Company shall use reasonable efforts to preserve intact its current business organization, keep available the services of its current
employees and consultants, and maintain its relations and good will with all suppliers, customers, landlords, creditors, employees, consultants and other Persons
having business relationships with the Company;
(c) the Company shall keep in full force all insurance policies referred to in Part 2.17(a) of the Disclosure Schedule;
(d) the Company shall report regularly (but in no event less frequently than weekly) to Purchaser concerning the status of the Company’
s
business;
(e) the Company shall use its commercially reasonable efforts to ensure that all Employees shall continue to be employed by the Company at
Closing. This covenant shall not derogate from the right of Purchaser to terminate the employment of any Employees, in its sole discretion, following the Closing;
(f) the Company shall not declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of the
Company, except for a cash dividend in an amount that would not result in the Company Net Working Capital being lower than the Working Capital Target (as such
terms are defined in Section 1.12 above), and shall not repurchase, redeem or otherwise reacquire any shares or other securities of the Company, except pursuant to
restricted stock purchase agreements that were outstanding prior to the date hereof;
Section 5.
CERTAIN COVENANTS OF THE COMPANY.
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