Incredimail 2010 Annual Report Download - page 170

“Registrable Securities”
means: (i) the Shares and (ii) any securities issued or issuable upon any stock split, dividend or other
distribution, recapitalization or similar event, or any price adjustment as a result of such stock splits, reverse stock splits or similar events with
respect to any of the securities referenced above.
"Registration Statement"
means the initial registration statement required to be filed in accordance with Section 2(a) and any
additional registration statements required to be filed under this Agreement, including in each case the Prospectus, amendments and supplements
to such registration statements or Prospectus, including pre- and post-
effective amendments, all exhibits thereto, and all material incorporated by
reference or deemed to be incorporated by reference therein.
“ Restriction Termination Date ” has the meaning set forth in Section 2(b).
"Rule 144"
means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.
"Rule 415"
means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.
"Rule 424"
means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.
“ SEC Restrictions ” has the meaning set forth in Section 2(b).
"Securities Act" means the Securities Act of 1933, as amended.
"Shares" means the ordinary shares of the Company issued or issuable to the Investors pursuant to the Purchase Agreement.
2. Registration .
(a) On or prior to the applicable Filing Date, the Company shall prepare and file with the Commission a Registration
Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering
to be made on a continuous basis pursuant to Rule 415. Each Registration Statement required to be filed under this Agreement shall be filed on
Form F-
3 (or on such other form appropriate for such purpose) and contain (except if otherwise required pursuant to written comments received
from the Commission upon a review of such Registration Statement, other than as to the characterization of any Holder as an underwriter, which
shall not occur without such Holder’s written consent) the "Plan of Distribution" attached hereto as Annex A
. The Company shall use its
reasonable best efforts to cause each Registration Statement required to be filed under this Agreement to be declared effective under the
Securities Act as soon as possible but, in any event, no later than its Effectiveness Date, and shall use its reasonable best efforts to keep each
such Registration Statement continuously effective during its entire Effectiveness Period. By 5:00 p.m. (New York City time) on the Business
Day immediately following the Effective Date of each Registration Statement, the Company shall file with the Commission in accordance with
Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement (whether or
not such filing is technically required under such Rule). If for any reason other than due solely to SEC Restrictions, a Registration Statement is
effective but not all outstanding Registrable Securities are registered for resale pursuant thereto, then the Company shall prepare and file by the
applicable Filing Date an additional Registration Statement to register the resale of all such unregistered Registrable Securities for an offering to
be made on a continuous basis pursuant to Rule 415.
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