Incredimail 2011 Annual Report Download - page 200

6.7 Closing Spreadsheet . The Company shall prepare and deliver to Purchaser and the Paying Agent, at or prior to the Closing, a spreadsheet (the “
Closing Spreadsheet ”)
in the form provided by Purchaser prior to the Closing, reasonably acceptable to Purchaser, which Closing Spreadsheet shall be dated as of
the Closing Date and shall set forth all of the following information (in addition to the other required data and information specified therein), as of the Closing Date
and immediately prior to the Closing: (a) the names of all the Shareholders, Warrantholders and Optionholders and their respective street and email addresses,
telephone number, taxpayer identification numbers (if any), bank information (including the respective bank name and number, branch name and address, swift
number and account number); (b) the number and class of Shares held by, or subject to Company Warrants or the Company Stock Options held by, such Persons and,
in the case of outstanding Shares, the respective certificate numbers; (c) the exercise price per share and expiration date of each Company Stock Option, whether such
Company Stock Option is an incentive stock option (as defined in the Code) or a non-
qualified stock option and whether the Optionholder is an employee of the
Company; (d) the exercise price per share and expiration date for each Company Warrant; (e) whether or not each Optionholder is a U.S. person under the Code; (f)
the Series A Amount, the Series B Amount, the Common Amount, the Option Amount for each In-the-Money Option, the Warrant Amount for each In-the-
Money
Warrant, each prior to any adjustments that may be made pursuant to this Agreement; (g) the Consideration Fraction of each Shareholder, Optionholder and
Warrantholder, (h) the Net Value for each Warrantholder and each Optionholder; (i) the Holder Share Amount of each Shareholder, each Warrantholder and each
Optionholder; and (j) the amount of the Closing Payment distributable to each Shareholder, each Warrantholder and each Optionholder pursuant to Section 1.9(a)
hereof. The Company shall prepare and deliver to Purchaser, a draft of the Closing Spreadsheet not later than two (2) Business Days prior to the Closing Date.
6.8 Certain Closing Certificates
. The Company shall prepare and deliver to Purchaser, a draft of each of the Company Net Working Capital
Certificate and the Transaction Costs Certificate not later than two (2) Business Days prior to the Closing Date. The Company shall prepare and deliver the final
Company Net Working Capital Certificate and the final Transaction Costs Certificate to Purchaser at or prior to the Closing. Without limiting the generality or effect
of the foregoing or the provisions of Section 5.3 hereof, the Company shall provide to Purchaser, promptly after Purchaser’
s request, copies of the documents or
instruments evidencing the amounts set forth on any such draft or final certificate, as well as the draft Closing Spreadsheet and the final Closing Spreadsheet delivered
pursuant to Section 6.7 hereof.
6.9 Renewal . The Company shall use its reasonable best efforts to renew the agreement set forth in Schedule 6.9 hereof prior to the Closing.
6.10 Indemnification and Insurance .
(a) From and after the Closing, the Surviving Corporation shall fulfill and honor in all respects its obligations pursuant to any indemnification
agreements between the Company and its current and former directors and officers as of the Closing that are set forth in Part 2.18
of the Disclosure Schedule and any
indemnification provisions under the Charter Documents as in effect on the Closing Date, in each case, subject to applicable Legal Requirements.
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