Incredimail 2012 Annual Report Download - page 239

(b) The Israeli Subsidiary, incorporated in Israel, is a company duly organized and validly existing
under the laws of the State of Israel, and is and at all times has been the only entity that is a Subsidiary. The Israeli
Subsidiary has the requisite corporate power to own its properties and to carry on its business as now being conducted and
as currently proposed to be conducted and is duly qualified to do business and, in jurisdictions where such concept is
recognized, is in good standing in each jurisdiction in which the Israeli Subsidiary is qualified to do business as a foreign
corporation and in each jurisdiction in which the ownership, leasing, licensing or use of its assets and properties, or the
conduct or nature of its business, makes such qualification, licensing or admission necessary. The Company has delivered
a true, correct and complete copy of the governing documents of the Israeli Subsidiary, as amended to date, to
Purchaser. The Israeli Subsidiary is not in violation of any of the provisions of its governing documents. Except as
disclosed in 2.1(b)(i)
of the Company Disclosure Letter, the Company does not directly or indirectly own, and has not
since the Company's inception directly or indirectly owned, any equity or similar interest in, or any interest convertible or
exchangeable or exercisable for, any equity or similar interest in, any corporation, partnership, joint venture or other
business association or entity. All the outstanding share capital of the Israeli Subsidiary and any interest disclosed in
Schedule 2.1(b)(i)
of the Company Disclosure Letter is owned directly or indirectly by the Company free and clear of all
Encumbrances and all claims or charges of any kind, and is validly issued, fully paid up and nonassessable. Schedule 2.1
(b)(ii)
of the Company Disclosure Letter sets forth each jurisdiction where the Israeli Subsidiary is so qualified, licensed
or admitted to do business and separately lists each other state, province or country in which the Israeli Subsidiary owns,
uses, licenses or leases its assets and properties, or conducts business or has employees or engages independent
contractors. The Israeli Subsidiary does not have ownership of any Subsidiary and there are no plans to establish a new
Subsidiary. Since incorporation, all of the Israeli Subsidiary's directors and officers were duly appointed in accordance
with applicable law.
(c) Schedule 2.1 (c)
of the Company Disclosure Letter sets forth a true, correct and complete list
of: (i) the names of the members of the Company Board of Directors (or similar body) and any committee thereof; (ii) the
names of the members of the board of directors of the Israeli Subsidiary (or similar body) and any committee thereof; and
(iii) the names and titles of the officers of the Company and the Israeli Subsidiary.
(d) Neither the Company nor the Israeli Subsidiary has conducted any business under or otherwise
used, for any purpose or in any jurisdiction, any fictitious name, assumed name, business name or other name, other than
its corporate name as set forth in this Agreement.
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