Incredimail 2012 Annual Report Download - page 231

(c) On the 18-
month anniversary of the Closing Date, or if such day is not a Business Day, on the
first Business Day after the 18-month anniversary of the Closing Date (the " Contingent Payment Date
"), pursuant to and
subject to Section 1.6 below, Purchaser shall transfer the amount of the Contingent Payment, if any, to the Paying Agent,
less any Set-off Amount not previously deducted under Section
1.3(b). Notwithstanding the foregoing, any Cash
Consideration payable on the Contingent Payment Date to Company Shareholders and Company Optionholders, as
applicable, holding Company Shares and Company Options pursuant to Section 102(b) shall be paid to the 102 Trustee.
Any Set-
off Amount shall be held by Purchaser and applied for the payment of indemnification obligations under
ARTICLE 9
hereof. The Contingent Payment, as adjusted if applicable, shall be distributed by the Paying Agent and the
102 Trustee to the Company Securityholders, subject to Section 1.6 below. Promptly following the payment of the
Contingent Payment, if any, but in no event later than three Business Days thereafter, the Paying Agent shall cause each
Company Securityholder to receive its portion of the Contingent Payment, pursuant to the Closing Spreadsheet, less any
required Tax withholdings, subject to Section 1.6 below.
(d) If the Domiciliation Ruling is obtained by the Shareholders' Agent prior to the payment of the
Special Cash Dividend, and in Purchaser's sole judgment, such ruling allows the Company to be treated as an Israeli
resident for purposes of Purchaser's ability to amortize the Aggregate Consideration pursuant to Section 21 of the "Angels
Law", then within seven (7) Business Days following the receipt of such ruling, Purchaser shall transfer one million U.S.
Dollars ($1,000,000) to the Paying Agent (the " Contingent Ruling Payment
"). Notwithstanding the foregoing, any
amount of the Contingent Ruling Payment payable to Company Shareholders and Company Optionholders, as applicable,
holding Company Shares and Company Options pursuant to Section 102(b) shall be paid to the 102 Trustee. The
Contingent Ruling Payment shall be distributed by the Paying Agent and the 102 Trustee to the Company Securityholders.
Promptly following the payment of the Contingent Ruling Payment, if any, but in no event later than three Business Days
thereafter, the Paying Agent shall cause each Company Securityholder to receive its portion of the Contingent Ruling
Payment, pursuant to the Closing Spreadsheet, less any required Tax withholdings.
(e) Nine (9) months following the Closing Date, the Deferred Payment Date, the Contingent
Payment Date or the date of payment of the Contingent Ruling Payment, as the case may be, Purchaser shall be entitled to
cause the Paying Agent to deliver to it any funds (including any interest received with respect thereto) made available to
the Paying Agent that have not been disbursed to Company Securityholders, and thereafter such holders shall be entitled
to look to Purchaser only as general creditors thereof with respect to the cash payable upon due surrender of their
certificates or agreements.
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