Incredimail 2012 Annual Report Download - page 226

(e) Treatment of Company Share Capital Owned by the Company
. At the Closing, all shares of
Company Share Capital that are owned by the Company immediately prior to the Closing, if any, shall be canceled and
extinguished without any conversion thereof.
(f) Aggregate Consideration
. The maximum consideration payable as set forth in this Agreement
in connection with the Share Purchase for all of the issued and outstanding capital stock of the Company on a Fully
Diluted Basis as of the Closing Date shall be: (i) ten million U.S. Dollars ($10,000,000) in cash (subject to Section 1.3(a)
(iv)) and one million nine hundred ninety thousand (1,990,000) Purchaser Ordinary Shares (subject to Section 1.2(d))
payable at the Closing (the “ Closing Payment ”); (
ii) up to seven million five hundred thousand U.S. Dollars
($7,500,000) in cash payable pursuant to Section 1.3(b) (the “ Deferred Payment ”);
and (iii) up to seven million five
hundred thousand U.S. Dollars ($7,500,000) in cash payable pursuant to Section 1.6 (the “ Contingent Payment ”
),
subject to adjustment and payable as provided in this Agreement.
(g) Closing . The consummation of the Share Purchase (the “ Closing ”)
shall take place at the
offices of Goldfarb Seligman & Co., Electra Tower, 98 Yigal Alon Street, Tel-
Aviv, Israel, or at such other location as the
parties hereto agree at 10:00 a.m. local time on a date to be mutually agreed upon by Purchaser and the Company, which
date shall be no later than the second Business Day after all of the conditions set forth in ARTICLE 7
of this Agreement
have been satisfied or waived (other than those conditions which, by their terms, are intended to be satisfied at the
Closing), or at such other time and place as Purchaser and the Company shall mutually agree to ensure a month-
end
Closing or otherwise. The date on which the Closing occurs is sometimes referred to in this Agreement as the “
Closing
Date .”
(h) Closing Spreadsheet
. The information set forth in the Signing Spreadsheet is an estimate only,
and the actual amounts to be paid to the Company Shareholders and Company Optionholders shall be as set forth in the
Closing Spreadsheet (as defined in Section 6.9), subject to adjustments in accordance with the terms of this Agreement.
(i) Adjustments
. In the event of any share split, reverse share split, share dividend (including any
dividend or distribution of securities convertible into capital shares), reorganization, reclassification, combination,
recapitalization or other like change with respect to the Company Shares or Purchaser Ordinary Shares occurring after the
Agreement Date and prior to the Closing, all references in this Agreement and the Signing Spreadsheet to specified
numbers of shares of any class or series affected thereby, and all calculations provided for that are based upon numbers of
shares of any class or series (or trading prices therefor) affected thereby, shall be equitably adjusted to the extent necessary
to provide the parties the same economic effect as contemplated by this Agreement prior to such share split, reverse share
split, share dividend, reorganization, reclassification, combination, recapitalization or other like change.
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