Incredimail 2012 Annual Report Download - page 228

(iv) a written opinion from the Company’s legal counsel, covering the matters set forth on Exhibit G
, dated as
of the Closing Date and addressed to Purchaser;
(v) evidence satisfactory to Purchaser of the resignation of each of the directors of the Company and the Israeli
Subsidiary in office immediately prior to the Closing as directors of the Company and the Israeli Subsidiary effective no later than immediately
prior to the Closing;
(vi) a certificate issued under the hand and seal the Secretary of State (or the Registrar of Companies or the
like) of Belize dated within three days prior to the Closing Date certifying that the Company is in good standing and that all applicable Taxes and
fees of the Company, up to and including the Closing Date, have been paid;;
(vii) a duly notarized Certificate of Incumbency issued and signed by the Registered Agent of the Company,
dated within three days prior to the Closing Date, certifying: (i) the date of incorporation of the Company, (ii) the registered address of the
Company, (iii) the name and address of the registered agent of the Company, (iv) that the Company is in good standing, (v) the name and
address of each director of the Company, (vi) the name and address of each Company Shareholder, (vii) the number of Company Shares held by
each Company Shareholder, (viii) whether any of the Company Shares are under any lien or are unpaid, and (ix) whether the Company maintains
a register of mortgages and charges, and whether there are any entries therein and if so, to state such entries;
(viii) the Closing Spreadsheet (as such term is defined in Section 6.9
) completed to include all of the
information specified in Section 6.9
in a form acceptable to Purchaser and a certificate executed by the Authorized Person, dated as of the
Closing Date, certifying that such Closing Spreadsheet is true, correct and complete;
(ix) the Company Net Working Capital Certificate, which certificate shall be accompanied by such supporting
documentation, information and calculations as are reasonably necessary for Purchaser to verify and determine the amount of Company Net
Working Capital;
(x) the Transaction Expenses Certificate, which certificate shall be accompanied by such supporting
documentation, information and calculations as are reasonably necessary for Purchaser to verify and determine the amount of Transaction
Expenses;
(xi) the shareholders registry of the Company certified as true and complete by the Authorized Person,
evidencing the transfer and ownership of all of the Company Shares to Purchaser;
(xii) fully executed Closing Allocation Certificates from each Company Shareholder and each Company
Optionholder;
(xiii) fully executed Optionholder Instruments from each Company Optionholder outstanding at Closing; and
8