Incredimail 2010 Annual Report Download - page 172

3. Registration Procedures; Further Covenants .
The Company shall:
(a) Not less than ten Trading Days prior to the filing of a Registration Statement or any related Prospectus or any
amendment or supplement thereto, the Company shall furnish to each Holder copies of the “Selling Stockholders”
section of such document, the
“Plan of Distribution”
and any risk factor contained in such document that addresses specifically this transaction or the Selling Stockholders, as
proposed to be filed, which documents will be subject to the review of such Holder. The Company shall not file a Registration Statement, any
Prospectus or any amendments or supplements thereto in which the “Selling Stockholder”
section thereof differs from the disclosure received
from a Holder in its Selling Holder Questionnaire (as amended or supplemented). The Company shall not file a Registration Statement, any
Prospectus or any amendments or supplements thereto in which it (i) characterizes any Holder as an underwriter, (ii) excludes a particular Holder
due to such Holder refusing to be named as an underwriter, or (iii) reduces the number of Registrable Securities being registered on behalf of a
Holder except pursuant to, in the case of subsection (iii), the Commission Comments, without, in each case, such Holder’
s express written
authorization.
(b) (i) Prepare and file with the Commission such amendments, including post-
effective amendments, to each
Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement continuously
effective as to the applicable Registrable Securities for its Effectiveness Period and prepare and file with the Commission such additional
Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related Prospectus to
be amended or supplemented by any required Prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424; (iii)
respond as promptly as reasonably possible to any comments received from the Commission with respect to each Registration Statement or any
amendment thereto and, as promptly as reasonably possible provide the Holders true and complete copies of all correspondence from and to the
Commission relating to such Registration Statement that would not result in the disclosure to the Holders of material and non-
public information
concerning the Company; and (iv) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to
the Registration Statement(s) and the disposition of all Registrable Securities covered by each Registration Statement.
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