Incredimail 2010 Annual Report Download - page 163

Section 6. Certain Obligations of the Parties .
a. Registration
. The Seller covenants and agrees to provide to the Purchasers and the Company any and all documents
which may be reasonably required in order to effectuate the transactions contemplated by this Agreement. The Company will use its reasonable
best efforts to prepare and file with the Securities and Exchange Commission a registration statement, including the prospectus, for an offering to
be made on a continuous basis pursuant to Rule 415 of the Securities Act, on Form F-
3 (or on such other form appropriate for such purpose)
(collectively, the “ Registration Statement ”) by the 45
th
day following the Closing Date covering the resale by the Purchasers of the Shares and
naming the Purchasers as Selling Stockholders therein. The Company will use its reasonable best efforts to cause the Registration Statement be
declared effective under the Securities Act as soon as possible but, in any event, no later than the 150
th
day following the Closing Date, and shall
use its reasonable best efforts to keep the Registration Statement continuously effective during the entire Effectiveness Period. For purposes
hereof, “Effectiveness Period”
shall mean the period commencing on the date on which the Registration Statement is first declared effective by
the Securities and Exchange Commission (the “ Effective Date ”)
and ending on the earliest to occur of (a) the second anniversary of such
Effective Date, (b) such time as all of the Shares covered by the Registration Statement have been publicly sold by the Purchasers pursuant to the
Registration Statement, or (c) such time as all of the Shares covered by the Registration Statement may be sold by the Purchasers without
volume restrictions pursuant to Rule 144 of the Securities Act, in each case as determined by the counsel to the Company pursuant to a written
opinion letter to such effect, addressed and acceptable to the Company's transfer agent and the affected Purchasers. Each Purchaser covenants
and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of
Shares pursuant to the Registration Statement. Each Purchaser covenants and agrees that it will comply with federal and state securities laws
applicable to it in connection with sales of Shares pursuant to the Registration Statement. The Company’s and the Purchasers’
rights and
obligations with respect to the registration of the Shares shall be further governed pursuant to a Registration Rights Agreement in the form of
Exhibit A (the “ Registration Rights Agreement ”)
to be entered into on the date hereof between the Company and each Purchaser. In the event
that no Registration Statement with respect to the Shares is effective by the 170th day following the Closing Date, the Company shall take all
reasonable action, at its expense, necessary to have the legend removed from the Certificates representing such Shares no later than the 180th
day following the Closing Date.
b. Removal of Legends
. The legend set forth in Section 3 h above shall be removed and the Company shall issue a
certificate without such legend or any other legend to the holder of the applicable Shares upon which it is stamped: (i) while a registration
statement (including the Registration Statement) covering the resale of such security is effective under the Securities Act, or (ii) following any
sale of such Shares pursuant to Rule 144, or (iii) if such Shares are eligible for sale under Rule 144 without volume limitations, or (iv) if such
legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the
staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Company’
s transfer agent promptly if required by
the Company’s transfer agent to effect the removal of the legend hereunder.
Section 7. Conditions Precedent to the Obligation of the Seller to Sell the Shares on the Closing Date
. The obligation
hereunder of the Seller to sell the Shares to the Purchasers is subject to the satisfaction or waiver, on or before the Closing, of each of the
conditions set forth below.
a. This Agreement shall have been executed by the Purchasers and the Company and delivered to the Seller;
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