Incredimail 2011 Annual Report Download - page 203

(f) the Transaction Costs Certificate, which certificate shall be accompanied by such supporting documentation, information and calculations
as are reasonably necessary for Purchaser to verify and determine the Transaction Cost Amount;
(g) written resignations of all directors of the Company, effective as of the Closing Date;
(h) a proxy from the Founder in favor the Paying Agent in accordance with Section 1.9(h) hereof, in a form reasonably acceptable to Parent;
and
(i) the Escrow Agreement.
7.5 No Restraints
. No temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the
transactions contemplated by this Agreement shall have been issued by any court of competent jurisdiction and remain in effect, and there shall not be any Legal
Requirement enacted or deemed applicable to the transactions contemplated by this Agreement that makes consummation of the transactions contemplated by this
Agreement illegal, which Legal Requirement shall not have been removed within thirty (30) days of enactment.
7.6 No Legal Proceedings
. No Person shall have commenced or taken substantial steps towards any Legal Proceeding challenging or seeking the
recovery of a material amount of damages in connection with the transactions contemplated by this Agreement or seeking to prohibit or limit the exercise by Purchaser
of any material right pertaining to its ownership of shares of the Company.
7.7 Employment Agreements; Options .
(a) An Employment Agreement between the Company and each key Employee identified by Purchaser on Schedule 7.7(a
) hereto, in form and
substance reasonably acceptable to the parties thereto, shall have been duly executed and delivered.
(b) At least 80% of the Employees set forth on Schedule 7.7(b)
hereto shall be employees of the Company at Closing, and none of such
Employees shall have given any notice or other indication that he or she is not willing to remain employed by the Company following the Closing. This condition shall
not derogate from the right of Purchaser to terminate the employment of any Employees, in its sole discretion, following the Closing.
(c) Except for the Shares, as of the Closing, there shall be no outstanding options, warrants or other rights to subscribe for, purchase or acquire
any securities of the Company.
7.8 No Liens
. All Encumbrances on any assets of the Company shall have been terminated effective immediately prior to the Effective Time other
than liens for Taxes not yet due and payable. UCC termination statements and the non-
U.S. equivalent termination statements, as applicable, shall have been filed
wherever UCC financing statements or non-
U.S. equivalent liens perfection statements were filed, and any security interests on file with the Patent and Trademark
Office of the Copyright Office or any equivalent non-
U.S. Governmental Body shall have been released and evidence of the foregoing reasonably satisfactory to
Purchaser shall have been provided to it.
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