Incredimail 2010 Annual Report Download - page 185

Upon the Company being notified in writing by a Selling Stockholder that any material arrangement has been entered into with a
broker-
dealer for the sale of Common Stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase
by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i)
the name of each such Selling Stockholder and of the participating broker-
dealer(s), (ii) the number of shares involved, (iii) the price at which
such the shares of Common Stock were sold, (iv)the commissions paid or discounts or concessions allowed to such broker-
dealer(s), where
applicable, (v) that such broker-
dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this
prospectus, and (vi) other facts material to the transaction. In addition, upon the Company being notified in writing by a Selling Stockholder that
a donee or pledgee intends to sell more than 500 shares of Common Stock, a supplement to this prospectus will be filed if then required in
accordance with applicable securities law.
The Selling Stockholders also may transfer the shares of Common Stock in other circumstances, in which case the transferees, pledgees
or other successors in interest will be the selling beneficial owners for purposes of this prospectus.
The Selling Stockholders and any broker-
dealers or agents that are involved in selling the shares may be deemed to be "underwriters"
within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-
dealers or
agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the
Securities Act. Discounts, concessions, commissions and similar selling expenses, if any, that can be attributed to the sale of Securities will be
paid by the Selling Stockholder and/or the purchasers. Each Selling Stockholder has represented and warranted to the Company that it acquired
the securities subject to this Registration Statement in the ordinary course of such Selling Stockholder’
s business and, at the time of its purchase
of such securities such Selling Stockholder had no agreements or understandings, directly or indirectly, with any person to distribute any such
securities.
The Company has advised each Selling Stockholder that it may not use shares registered on this Registration Statement to cover short
sales of Common Stock made prior to the date on which this Registration Statement shall have been declared effective by the Commission. If a
Selling Stockholder uses this prospectus for any sale of the Common Stock, it will be subject to the prospectus delivery requirements of the
Securities Act. The Selling Stockholders will be responsible to comply with the applicable provisions of the Securities Act and Exchange Act,
and the rules and regulations thereunder promulgated, including, without limitation, Regulation M, as applicable to such Selling Stockholders in
connection with resales of their respective shares under this Registration Statement.
The Company is required to pay all fees and expenses incident to the registration of the shares, but the Company will not receive any
proceeds from the sale of the Common Stock. The Company has agreed to indemnify the Selling Stockholders against certain losses, claims,
damages and liabilities, including liabilities under the Securities Act.
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