Incredimail 2011 Annual Report Download - page 226

Parent Shares . “Parent Shares” shall mean ordinary shares, par value NIS 0.01 per share, of the Parent.
Permitted Encumbrance. “Permitted Encumbrance”
shall mean Encumbrances for Taxes not yet due and payable, that arise in the ordinary course of
business or that do not materially impact the Company’s ownership or use of its property or assets.
Person . “Person” shall mean any individual, Entity or Governmental Body.
Preferred Warrant . “Preferred Warrant”
shall mean the warrant of the Company, held by Best Buy Stores, L.P., convertible into 163,200 Series B
Preferred Shares, to the extent the Series B Preferred Shares are not converted into Common Shares prior to the Effective Time.
Representatives . “Representatives” shall mean officers, directors, employees, agents, attorneys, accountants, advisors and representatives.
SEC . “SEC” shall mean the United States Securities and Exchange Commission.
Securities Act . “Securities Act” shall mean the U.S. Securities Act of 1933, as amended.
“Subsidiary ”
shall mean any Person of which (i) a majority of the outstanding share capital, voting securities, economic interests or other equity interests are
owned, directly or indirectly, by the Company or (ii) the Company is entitled, directly or indirectly, to appoint a majority of the board of directors, board of managers
or comparable body of such Person.
Tax . “Tax” (and, with correlative meaning, “Taxes” and “Taxable”) shall mean (i) any net income, alternative or add-
on minimum tax, gross income,
estimated, gross receipts, sales, use, ad valorem, value added, transfer, franchise, fringe benefit, share capital, profits, license, registration, withholding, payroll, social
security (or equivalent), employment, unemployment, disability, excise, severance, stamp, occupation, premium, property (real, tangible or intangible), environmental
or windfall profit tax, custom duty or other tax, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest or any penalty,
addition to tax or additional amount (whether disputed or not) imposed by any Governmental Body responsible for the imposition of any such tax (domestic or
foreign) (each, a “ Tax Authority ”), (
ii) any Liability for the payment of any amounts of the type described in clause (i) of this sentence as a result of being a member
of an affiliated, consolidated, combined, unitary or aggregate group for any Taxable period, and (iii) any Liability for the payment of any amounts of the type
described in clause (i) or (ii) of this sentence as a result of being a transferee of or successor to any Person or as a result of any express or implied obligation to assume
such Taxes or to indemnify any other Person.
Tax Returns . “Tax Returns”
shall mean returns, reports and information statements with respect to Tax required to be filed by or on behalf of the Company
with the U.S. Internal Revenue Service and any other taxing authority domestic or foreign.
Transaction Cost Amount . “Transaction Cost Amount”
shall mean the aggregate amount of Transaction Costs of the Company whether paid or accrued
prior to or after the Effective Time, including without limitation, the Transaction Costs payable to the Shareholder Representative (excluding the Representative Fund
paid out of the Closing Payment), Wilson Sonsini Goodrich & Rosati and Moss Adams LLP (including 50% of its fee for conducting a review of the Interim Financial
Statements and its entire fee for conducting a FIN 48 analysis), the fee of the independent firm that Purchaser will retain (which selection of the firm is subject to the
consent of the Company, not to be unreasonably withheld) to conduct a valuation of the intangible assets acquired by the Company from Preclick Corporation (which
the parties will endeavor to conclude no later than September 30, 2011), 50% of the fees and expenses of the Paying Agent, and the cost of the “tail”
insurance policy
and any related professional fees in accordance with Section 6.10(c) hereof, as such amounts are set forth on the Transaction Costs Certificate.
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