Incredimail 2011 Annual Report Download - page 205

(b) an Employment Agreement between the Company and each key Employee identified by Purchaser on Schedule 7.7(a) hereto, in form and
substance reasonably acceptable to the parties thereto, shall have been duly executed and delivered;
(c) evidence of the transfer of the cash portion of the Closing Payment to the account of the Paying Agent identified in writing by the Paying
Agent prior to the Closing;
(d) irrevocable instructions from Parent to its transfer agent to promptly issue in the name of the Founder and send to the Paying Agent two
share certificates representing the Founder Share Consideration in accordance with Section 1.9(a) hereof; and
(e) the Escrow Agreement.
8.4 No Restraints
. No temporary restraining order, preliminary or permanent injunction or other order preventing the consummation of the
transactions contemplated by this Agreement shall have been issued by any court of competent jurisdiction and remain in effect, and there shall not be any Legal
Requirement enacted or deemed applicable to the transactions contemplated by this Agreement that makes consummation of the transactions contemplated by this
Agreement illegal, which Legal Requirement shall not have been removed within (30) days of enactment.
9.1 Termination Events . This Agreement may be terminated prior to the Closing:
(a) By either the Company or Purchaser if a court of competent jurisdiction or other Governmental Body shall have issued an order, decree or
ruling or taken any other action (which order, decree or ruling the parties hereto shall use their best efforts to lift) and such was not at the request of the party seeking
termination of the Agreement, in each case permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, and such
order, decree, ruling or other action shall have become final and nonappealable; or
(b) by Purchaser if the Closing has not taken place on or before September 27, 2011 (other than as a result of any failure on the part of Parent,
Purchaser or Merger Sub to comply with or perform any covenant or obligation of Parent, Purchaser or Merger Sub set forth in this Agreement); or
(c) by the Company if the Closing has not taken place on or before September 27, 2011 (other than as a result of the failure on the part of the
Company to comply with or perform any covenant or obligation set forth in this Agreement); or
(d) by the mutual written consent of Purchaser and the Company; or
Section 9.
TERMINATION.
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