Incredimail 2011 Annual Report Download - page 195

(g) the Company shall not sell, issue or authorize the issuance of (i) any capital stock, except for the issuance of capital stock upon the exercise
or conversion of securities that were outstanding prior to the date hereof, (ii) any option or right to acquire any capital stock of the Company, or (iii) any instrument
convertible into or exchangeable for any capital stock or other security of the Company;
(h) the Company shall not amend or waive any of its rights under, or permit the acceleration of vesting under, (i) any provision of any share or
option plan, (ii) any provision of any agreement evidencing any outstanding Company Stock Option, or (iii) any provision of any share purchase agreement;
(i) the Company shall not amend or permit the adoption of any amendment to the Company’
s Articles of Incorporation or Bylaws, or effect or
permit the Company to become a party to any Acquisition Transaction, recapitalization, reclassification of shares, split, reverse split or similar transaction;
(j) the Company shall not form any subsidiary or acquire any equity interest or other interest in any other Entity;
(k) the Company shall not make any capital expenditure, during the Pre-Closing Period;
(l) the Company shall not, other than in the ordinary course of business consistent with past practice, (i) enter into, or permit any of the assets
owned or used by it to become bound by, any Contract that is or would constitute a Material Agreement, or (ii) amend or prematurely terminate, or waive any material
right or remedy under, any such Contract;
(m) the Company shall not (i) acquire, lease or license any right or other asset from any other Person, except for rights or other assets acquired,
leased or licensed in the ordinary course of business consistent with past practice, (ii) sell or otherwise dispose of, or lease or license, any right or other asset to any
other Person, except for rights or other assets disposed of, leased or licensed in the ordinary course of business consistent with past practice, or (iii) waive or relinquish
any material right;
(n) the Company shall not (i) lend money to any Person or Persons, except for advances of business expenses in the ordinary course of
business consistent with past practice, or (ii) incur or guarantee any indebtedness for borrowed money;
(o) the Company shall not (i) establish, adopt or amend any employee benefit plan or arrangement, (ii) except as may be required by an
applicable Legal Requirement, any Contract outstanding on the date hereof, pay any bonus or make any profit-
sharing payment, cash incentive payment or similar
payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, any of its directors, officers,
employees or consultants, or make any arrangement with regard to any of the foregoing, (iii) hire any new employee or consultant, (iv) amend or prematurely
terminate any of the existing agreements with any employees or consultants or (v) enter into any arrangement with securityholders;
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