Incredimail 2011 Annual Report Download - page 159

(f) One hundred and eighty (180) days following the Effective Time or the date of payment by Purchaser of the Deferred Payment or the
Contingent Payment, as the case may be, Purchaser shall be entitled to cause the Paying Agent to deliver to it any funds (including any interest received with respect
thereto) made available to the Paying Agent that have not been disbursed to holders of certificates or agreements formerly representing Shares outstanding on the
Effective Time, and thereafter such holders shall be entitled to look to Purchaser only as general creditors thereof with respect to the cash payable upon due surrender
of their certificates or agreements.
(g) Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to any holder of certificates formerly
representing Shares for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law. The Surviving Corporation shall
pay all charges and expenses in connection with the exchange of cash for Shares.
(h) With respect to the Founder Share Consideration that is being held in escrow by the Paying Agent: (A) any dividends that are paid in
respect thereof shall be held in escrow by the Paying Agent and released at the same time and to the same Person as the underlying Founder Share Consideration; and
(B) all voting rights in respect thereof shall be exercised by the Paying Agent pursuant to a proxy granted by the Founder. The Paying Agent shall vote such Founder
Share Consideration in favor of all proposals that the Board of Directors of Parent shall recommend to vote in favor.
1.10 Company Convertible Securities .
(a) For purposes of this Agreement, “ Stock Option Plans ”
means the Smilebox 2005 Stock Option Plan and the Smilebox 2007 Stock
Plan; and “ Company Stock Option ” means each outstanding option to purchase shares of Company Common Stock under the Stock Option Plans. “ In-the-
Money
Options ” means all Company Stock Options that have an exercise price in excess of the Common Amount as calculated pursuant to Section 1.10(b) below. “ In-the-
Money Warrants ” means all Company Warrants that have an exercise price in excess of the Common Amount as calculated pursuant to Section 1.10(b) below.
(b) Immediately prior to the Effective Time, each Company Stock Option and Company Warrant shall become fully vested and exercisable
in full. The Option Amount for each In-the-Money Option and the Warrant Amount for each In-the-
Money Warrant shall be included in the disbursement of the
Closing Payment, Deferred Payment and Contingent Payment, if any, as and when such disbursements are made to the Participating Shareholders plus the applicable
portion of any amounts required to be disbursed from the Escrow Fund and Representative Fund to the Participating Shareholders in accordance with the terms in
Sections 1.9 and 12.5. The Paying Agent shall pay by wire transfer of immediately available funds to the Surviving Corporation within three (3) Business Days after
the Closing, on each of the disbursement dates for the Deferred Payment and Contingent Payment and on the date of release of any amounts from the Escrow Fund for
the benefit of the Optionholders of In-in-Money Options, and Purchaser shall cause the Surviving Corporation to pay to each Optionholder of In-the-
Money Options
within three (3) Business Days of each such date, the consideration that each such holder is entitled to receive with respect to such In-the-
Money Option less any
applicable Tax withholding.
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