Incredimail 2012 Annual Report Download - page 243

(g) The Signing Spreadsheet accurately sets forth as of the date hereof, and the Closing Spreadsheet
will accurately set forth, as of the Closing, the name of each Person that is the registered owner of any shares of Company
Share Capital and/or Company Options and the number and kind of such shares so owned, or subject to Company Options
so owned, by such Person. The number of such shares set forth as being so owned, or subject to Company Options so
owned, by such Person will constitute the entire interest of such person in the issued and outstanding share capital, voting
securities or other securities of the Company. As of the date hereof, no other Person not disclosed in the Signing
Spreadsheet, and as of the Closing, no other Person not disclosed in the Closing Spreadsheet will have a right to acquire
any shares of Company Share Capital and/or Company Options from the Company. In addition, the shares of Company
Share Capital and/or Company Options disclosed in the Signing Spreadsheet is, as of the date hereof, and in the Closing
Spreadsheet will be, as of the Closing, free and clear of any Encumbrances created by any Contract to which the Company
is a party or by which it is bound.
2.3 Authority; Noncontravention .
(a) The Company has all requisite corporate power and authority to enter into this Agreement and to
consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation
of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the
Company. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding
obligation of the Company enforceable against the Company in accordance with its terms subject only to the effect, if any,
of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally and (ii) rules of law
governing specific performance, injunctive relief and other equitable remedies. The Company Board of Directors, by
resolutions duly adopted (and not thereafter modified or rescinded) by the unanimous vote of the Company Board of
Directors, has approved and adopted this Agreement and approved the Share Purchase and the other transactions
contemplated hereby and determined that this Agreement and the terms and conditions of the Share Purchase and this
Agreement are advisable, fair to and in the best interests of the Company, the Israeli Subsidiary and the Company
Shareholders, and directed that the adoption of this Agreement be submitted to the Company Shareholders for
consideration and unanimously recommended that all of the Company Shareholders adopt this Agreement, which they
adopted unanimously prior to the Agreement Date.
(b) The execution and delivery of this Agreement by the Company does not, and the consummation
of the transactions contemplated hereby will not, (i) result in the creation of any Encumbrance on any of the properties or
assets of the Company or the Israeli Subsidiary or any of the shares of Company Share Capital or the Israeli Share Capital,
(ii) conflict with, or result in any violation of or default under (with or without notice or lapse of time, or both), or give
rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under, or require any
consent, approval or waiver from any Person pursuant to, (A) any provision of the Charter Documents or any resolution
adopted by the Company Shareholders, Israeli Subsidiary Shareholder or Company Board of Directors or any committee
thereof or the Israeli Subsidiary board of directors, (B) any Contract of the Company or the Israeli Subsidiary or any
Contract applicable to any of its properties or assets, or (C) any Legal Requirements applicable to the Company or the
Israeli Subsidiary or any of its properties or assets, or (iii) contravene, conflict with or result in a violation of, or give any
Governmental Entity or other Person the right to challenge any of the transactions contemplated by this Agreement or to
exercise any remedy or obtain any relief under, applicable law or any order, writ, injunction, judgment or decree to which
the Company or any of the assets owned or used by the Company, is subject.
23