Incredimail 2011 Annual Report Download - page 201

(b) Notwithstanding anything in this Section 6.10 to the contrary, no Person shall be entitled to indemnification pursuant to this Section 6.10
for any matter involving fraud in connection with this Agreement or the transactions contemplated thereby.
(c) The Company may, in its discretion, purchase a “tail”
insurance policy to go into effect upon the Effective Time, which policy (i) contains
terms that are substantially similar to those of the Company’s directors’ and officers’
insurance policy in effect on the date of this Agreement, (ii) has an effective term
of six (6) years from the Effective Time and (iii) covers each currently serving officer and director of the Company. The cost of such policy, and any related
professional fees, shall be considered Transaction Costs for purposes of this Agreement.
6.11 Restriction on Disposition of Parent Shares .
(a) Without in any way limiting the representations set forth in Section 4B above, the Founder agrees not to make any disposition of any
Parent Shares acquired hereunder unless and until the Founder shall have furnished Parent with a written opinion of counsel, reasonably satisfactory to Parent, that
such disposition will not require registration of any securities under the Securities Act or the consent of or a permit from appropriate authorities under any applicable
U.S. state securities law.
(b) Notwithstanding the foregoing, Parent will not require opinions of counsel for transactions made pursuant to SEC Rule 144, provided it is
provided with all certificates and other information it may reasonably request to permit it to determine that the subject disposition is, in fact, exempt from the
registration requirements of the Securities Act pursuant to SEC Rule 144. In the case of any disposition of any of the Parent Shares pursuant to SEC Rule 144, in
addition to the matters set forth in this Section 6.11(b), the Founder shall promptly forward to Parent a copy of any Form 144 filed with the SEC with respect to such
disposition. If SEC Rule 144 is amended or if the SEC’
s interpretations thereof in effect at the time of any such disposition by the Founder have changed from its
present interpretations thereof, the Founder shall provide Parent with any such additional documents as it may reasonably require.
6.12 Securities Act Legend
. The certificates evidencing the Parent Shares issuer pursuant to this Agreement will bear the following legend reflecting
the foregoing restrictions on the transfer of such securities, in addition to any legend required by applicable U.S. state securities laws:
“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY
MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A
REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF
COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED
OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.”
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