Incredimail 2009 Annual Report Download - page 59

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The closing prices of our Ordinary Shares, as reported on the Nasdaq Global Market on March 23, 2010 and on the Tel Aviv Stock
Exchange on March 23, 2010, which are the last full trading days before filing of this annual report, were $7.85 and NIS 27.15, (equal to $7.26
based on the Bank of Israel representative exchange rate as of such date), respectively.
B. PLAN OF DISTRIBUTION
Not applicable.
C. MARKETS
Our ordinary shares are quoted on the Nasdaq Global Market under the symbol “MAIL”, and on the Tel Aviv Stock Exchange under
the Hebrew letters which read “EMAIL”.
D. SELLING SHAREHOLDERS
Not applicable.
E. DILUTION
Not applicable.
F. EXPENSES OF THE ISSUE
Not applicable.
ITEM 10. ADDITIONAL 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.
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 Israeli 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. A company may only distribute a dividend
out of the company’
s profits, as defined under the Israeli 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 Israeli 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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