Incredimail 2011 Annual Report Download - page 197

(b) Subject to compliance with applicable Legal Requirements, during the Pre-
Closing Period, the Company shall confer from time to time as
requested by Purchaser with one or more representatives of Purchaser to discuss any material changes or developments in the operational matters of the Company and
the general status of the ongoing operations of the Company.
6.1 Filings and Consents
. As promptly as practicable after the execution of this Agreement, each party to this Agreement (a) shall make all filings
(if any) and give all notices (if any) required to be made and given by such party in connection with the transactions contemplated by this Agreement, and (b) shall use
all commercially reasonable efforts to obtain all Consents (if any) required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by
such party in connection with or to give full effect to transactions contemplated by this Agreement; provided, however
, that (i) the Company shall be responsible for
making all filings with and obtaining all such Consents from Governmental Bodies pursuant to Legal Requirements applicable to the Company or its businesses or
properties, and for obtaining all such Consents (if any) required to be obtained from parties to Contracts by which the Company or its properties are bound, (ii) Parent
shall be responsible for making all filings with and obtaining all such Consents from Governmental Bodies pursuant to Legal Requirements applicable to the Parent,
Purchaser or Merger Sub or their respective business or properties; and (iii) each party shall provide the others with such assistance and information as is reasonably
required to make such filings or to obtain such Consents; provided further
, that Parent and Purchaser shall not be obligated to consent to any divestitures or
operational limitations or activities in connection therewith.
Each party to this Agreement shall promptly deliver to the other parties a copy of each such filing made, each such notice given and each such Consent
obtained by such party during the Pre-
Closing Period. Each party shall promptly provide the other parties with copies of all filings made by the other party with any
state, federal or foreign Governmental Body in connection with this Agreement and the transactions contemplated hereby.
6.2 Public Announcements .
(a) During the Pre-
Closing Period, (a) the Company shall not (and the Company shall not permit any of its Representatives to) issue any press
release or make any public statement regarding this Agreement, or regarding any of the transactions contemplated by this Agreement, without Parent’
s prior written
consent, and (b) Parent shall not (and Parent shall not permit any of its Representatives to) issue any press release or make any public statement regarding this
Agreement, or regarding any of the transactions contemplated by this Agreement, without the Company’
s prior written consent. Notwithstanding the provisions of the
preceding sentence, Parent shall be permitted to issue any press release or publicly file any information as is required by any Legal Requirement or stock market rule,
including information required to be disclosed in connection with Parent’
s proposed public debt offering. The parties agree to announce this Agreement and the
consummation of the Merger to the Company’
s employees, customers, vendors and strategic partners at such time and in such form as is mutually agreed upon by all
parties to this Agreement.
Section 6.
ADDITIONAL COVENANTS OF THE PARTIES.
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