Incredimail 2010 Annual Report Download - page 169

"Effectiveness Period"
means, as to any Registration Statement required to be filed pursuant to this Agreement, the period
commencing on the Effective Date of such Registration Statement and ending on the earliest to occur of (a) the second anniversary of such
Effective Date, (b) such time as all of the Registrable Securities covered by such Registration Statement have been publicly sold by the Holders
of the Registrable Securities included therein, or (c) such time as all of the Registrable Securities covered by such Registration Statement may be
sold by the Holders without volume restrictions pursuant to Rule 144, 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 Holders.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Filing Date"
means (a) with respect to the initial Registration Statement required to be filed pursuant to Section 2(a), the 45
th
day following the Closing Date; (b) with respect to any additional Registration Statements required to be filed pursuant to Section 2(a), the 15
th
day following the Effective Date for the last Registration Statement filed pursuant to this Agreement under Section 2(a); and (c) with respect to
any additional Registration Statements required to be filed due to SEC Restrictions, the 15
th
day following the applicable Restriction
Termination Date.
"Holder" or "Holders" means the holder or holders, as the case may be, from time to time of Registrable Securities.
“Indemnified Party” has the meaning set forth in Section 5(c).
“Indemnifying Party” has the meaning set forth in Section 5(c).
“Losses” has the meaning set forth in Section 5(a).
“New York Courts” means the state and federal courts sitting in the City of New York, Borough of Manhattan.
"Proceeding"
means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or
partial proceeding, such as a deposition), whether commenced or threatened.
“Prospectus”
means the prospectus included in a Registration Statement (including, without limitation, a prospectus that
includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A
promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of
any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus,
including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.
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