Incredimail 2014 Annual Report Download - page 70

C. MARKETS
Our ordinary shares are quoted on the NASDAQ Global Select Market under the symbol "PERI," and on the Tel Aviv Stock Exchange
under the symbol "PERION."
D. SELLING SHAREHOLDERS
Not applicable.
E. DILUTION
Not applicable.
F. EXPENSES OF THE ISSUE
Not applicable.
ITEM 10. ADDITION AL INFORMATION
A. SHARE CAPITAL
Not applicable
B. MEMORANDUM AND ARTICLES OF ASSOCIATION
Registration Number and Purposes
Our registration number with the Israeli Companies Registrar is 51-284949-
8. Pursuant to Section 3 of our articles of association, our
objectives are the development, manufacture and marketing of software and any other objective as determined by our board of directors.
Authorized Share Capital
On November 18, 2013, our shareholders approved amendments to our memorandum and articles of association increasing our
authorized share capital to ILS 1,200,000, divided into 120,000,000 ordinary shares, par value ILS 0.01 per share.
The Board of Directors
Under the Companies Law and our articles of association, our board of directors may exercise all powers and take all actions that are
not required under the Companies Law or under our articles of association to be exercised or taken by another corporate body, including the
power to borrow money for the purposes of our Company. Our directors are not subject to any age limit requirement, nor are they disqualified
from serving on our board of directors because of a failure to own a certain amount of our shares. For more information about our Board of
Directors, see Item 6.C "Board Practices."
Dividend and Liquidation Rights
The holders of the ordinary shares are entitled to their proportionate share of any cash dividend, share dividend or dividend in kind
declared with respect to our ordinary shares on or after the date of this annual report. We may declare dividends out of profits legally available
for distribution. Under the Companies Law, a company may distribute a dividend only if the distribution does not create a reasonable risk that
the company will be unable to meet its existing and anticipated obligations as they become due. Furthermore, a company may only distribute a
dividend out of the company’
s profits, as defined under the Companies Law. If the company does not meet the profit requirement, a court may
allow it to distribute a dividend, as long as the court is convinced that there is no reasonable risk that such distribution might prevent the
company from being able to meet its existing and anticipated obligations as they become due.
Under the Companies Law, the declaration of a dividend does not require the approval of the shareholders of a company unless the
company’
s articles of association provide otherwise. Our articles of association provide that the board of directors may declare and distribute
dividends without the approval of the shareholders. In the event of our liquidation, holders of our ordinary shares have the right to share ratably
in any assets remaining after payment of liabilities, in proportion to the paid-up par value of their respective holdings.
These rights may be affected by the grant of preferential liquidation or dividend rights to the holders of a class of shares that may be
authorized in the future.
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