Incredimail 2012 Annual Report Download - page 232

(f) Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to
any holder of certificates formerly representing Company Shares for any amount paid to a public official pursuant to any
applicable abandoned property, escheat or similar law.
(g) With respect to the Purchaser Ordinary Shares that are being held by the Paying Agent pursuant
to this Agreement: (A) any dividends that are paid in respect thereof shall be held in escrow by the Paying Agent and
released at the same time and to the same Person as the underlying Purchaser Ordinary Shares; and (B) the Paying Agent
shall vote such shares as instructed by Purchaser.
(h) Except as set forth in the Paying Agent Agreement, no interest shall accumulate on any cash
payable in connection with the Share Purchase.
1.4 No Further Ownership Rights in the Company Share Capital or Company Options
. The Aggregate Consideration paid or
payable in accordance with the terms hereof shall be paid or payable in full satisfaction of all rights pertaining to the Company Share Capital and
Company Options, and after the Closing there shall be no further issuances or registration of transfers on the records of the Company of shares
of Company Share Capital which were issued and outstanding immediately prior to the Closing. If, after the Closing, any Converting Instrument
is presented to the Company or Purchaser for any reason, such Converting Instrument shall be canceled.
1.5 Company Net Working Capital Adjustment .
(a) Pursuant to Section 6.12 hereof, not less than three (3) Business Days prior to the Closing, the Company shall deliver to
Purchaser a certificate executed by the Authorized Person detailing the Company’
s good faith best estimate, as prepared by Brooks Keret (the "
Company Accountant "), of (i) Company Net Working Capital of the Closing Date, including a draft of the Company’
s and the Israeli
Subsidiary's unaudited balance sheets as of the Closing Date prepared on a consistent basis with the Company Financial Statements, (ii) the Cash
as of the Closing Date, and (iii) the Google Payments as of the Closing Date (the “ Company Net Working Capital Certificate ”).
The Company
Net Working Capital Certificate shall be prepared by the Company in US Dollars, in accordance with GAAP and in accordance with
Schedule
1.5(a) and shall fairly and accurately present the Company’
s good faith best estimate (based on reasonable assumptions) of the balance sheet of
the Company and the Israeli Subsidiary and the estimated Company Net Working Capital as of the close of business on the Closing Date. The
Company Net Working Capital Certificate may be used by the Purchaser to reduce the Aggregate Consideration payable pursuant to this
Agreement to the extent, if any, that the amount of Company Net Working Capital set forth therein shall be less than one million U.S. Dollars
($1,000,000), including Cash of at least one million U.S. Dollars ($1,000,000) (the “ Working Capital Target
", and the amount of such
deficiency, if any, being referred to herein as the “ Working Capital Shortfall ” ),
it being understood, for purposes of computing the Working
Capital Shortfall and the Negative Adjustment Amount, that shortfall in the Cash target that results in a shortfall in the working capital target
shall be counted only once.
“ Company Net Working Capital ” means (A) the Company’
s total current assets as of the close of business on the Closing Date (in US dollars
and as determined in accordance with GAAP) less (B) the Company’
s total current liabilities as of the close of business on the Closing Date (in
US dollars and as determined in accordance with GAAP), excluding any Transaction Expenses and an equal amount of Cash and excluding the
current portions of liabilities that shall be reduced from the Special Cash Dividend pursuant to Section 6.18, to the extent known at such
time. The calculation of Company Net Working Capital shall be based on the books and records of the Company consistent with the Company
Financial Statements and the methodology relating thereto is set forth in Schedule 1.5(a)
, which the parties agree will be the methodology used
in determining the Company Net Working Capital.
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