Incredimail 2011 Annual Report Download - page 190

2.21 Non-Contravention; Consents
. Neither (1) the execution, delivery or performance of this Agreement or any of the other agreements referred to
in this Agreement, nor (2) the consummation of the Merger, will directly or indirectly (with or without notice or lapse of time):
(a) contravene, conflict with or result in a violation of any of the provisions of the Company’s Articles of Incorporation;
(b)
contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the
transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or
decree applicable to the Company, or any of the assets owned or used by the Company, is subject;
(c)
contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to
revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the Company’
s
business or to any of the assets owned or used by the Company;
(d)
contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Material Agreement, or
give any Person the right to (i) declare a default or exercise any remedy under any such Material Agreement, (ii) accelerate the maturity or performance of any such
Material Agreement, (iii) cancel, terminate or modify any such Material Agreement; or (iv) receive notice of the transaction; or
(e) result in the imposition or creation of any lien or other Encumbrance upon or with respect to any asset owned or used by the Company.
Except as set forth in Part 2.21
of the Disclosure Schedule, the Company is not and will not be required to make any filing with or give any notice to, or to obtain any
Consent (as defined in Exhibit A
) from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements
referred to in this Agreement, or (y) the consummation of the Merger.
2.22 No Conflicting Interest
. The Company is not indebted, directly or indirectly, to any of its officers or directors (other than in connection with
compensation) or to their respective spouses or children, in any amount whatsoever other than in connection with, expenses or advances of expenses incurred in the
ordinary course of business or relocation expenses of employees. None of the Company’
s officers or directors, or any members of their immediate families, are,
directly or indirectly, indebted to the Company or, to the Company’
s Knowledge, have any direct or indirect ownership interest in any firm or corporation with which
the Company is affiliated or with which the Company has a business relationship, or any firm or corporation which competes with the Company. To the Company’
s
Knowledge, none of the Company’
s officers or directors or any members of their immediate families are, directly or indirectly, interested in any Material Contract
with the Company.
2.23 Brokers
. No broker, finder or investment banker, for which the Company, Parent, Purchaser or Merger Sub may be liable, is entitled to any
brokerage, finder’
s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of
the Company or any of its directors, officers, employees or agents.
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