Incredimail 2012 Annual Report Download - page 277

(c) Except as required by applicable law or United States federal and state securities laws in
connection with the issuance of the Purchaser Ordinary Shares, no consent, approval, order or authorization of, or
registration, declaration or filing with, any Governmental Entity or any other Person is required by or with respect to
Purchaser in connection with the execution and delivery of this Agreement or the consummation of the transactions
contemplated hereby and thereby that would reasonably be expected to adversely affect the ability of Purchaser to
consummate the Share Purchase or any of the other transactions contemplated hereby.
4.3 Capitalization; Valid Issuanc e.
(a) The authorized share capital of Purchaser consists of 40,000,000 Purchaser Ordinary Shares, of
which 10,042,077 Purchaser Ordinary Shares were issued and outstanding as of November 5, 2012. As of November 5,
2012, there were outstanding options to purchase an aggregate of 2,042,543 Purchaser Ordinary Shares (of which options
to purchase an aggregate of 883,990 Purchaser Ordinary Shares were exercisable).
(b) The Purchaser Ordinary Shares comprising the Aggregate Share Consideration, when issued by
Purchaser in accordance with the terms of this Agreement, will be free and clear of any Encumbrances, pre-
emptive rights
and rights of first refusal, duly issued, fully paid and nonassessable and, assuming the accuracy of the representations and
warranties of the Company Shareholders in Section 3.5 and on the Company Shareholder signature pages of this
Agreement, issued in compliance with applicable law (including Israeli and United States federal and state securities
laws).
4.4 Cash Resources . Purchaser has sufficient cash resources to pay the Closing Payment.
4.5 Purchaser SEC Documents; Purchaser Financial Statements.
(a) Purchaser has timely filed all forms, reports and documents required under the Exchange Act to
be filed with the SEC since January 1, 2010 (the “ Purchaser SEC Documents ”).
Each of the Purchaser SEC Documents
complied in all material respects with all applicable requirements of the Exchange Act and the rules and regulations
promulgated thereunder, each as in effect on the dates such forms, reports, and documents were filed, and no such
statement or report contained an untrue statement of a material fact or omitted to state any material fact necessary to make
the statements made therein, in light of the circumstances under which they were made, not misleading.
(b) The consolidated financial statements of Purchaser and its consolidated subsidiaries for the year
ended December 31, 2011 and the unaudited consolidated financial statements of Purchaser for the six months ended June
30, 2012 included in the Purchaser SEC Documents (the “ Purchaser Financial Statements ” ) (
i) were prepared in
accordance with U.S. GAAP applied on a consistent basis throughout the periods covered, except as may be indicated in
the notes to such financial statements, and except that unaudited financial statements may not contain footnotes and are
subject to year-
end audit adjustments, and (ii) fairly present the consolidated financial position of Purchaser and its
subsidiaries as of the respective dates thereof and the consolidated results of operations of Purchaser and its subsidiaries
for the periods covered thereby, and (iii) are true, complete and correct in all material respects. Except as reflected or
reserved against in the Purchaser Financial Statements, Purchaser has no material liabilities, except liabilities and
obligations (i) incurred in the ordinary course of business or (ii) that would not be required to be reflected or reserved
against the balance sheet of Purchaser prepared in accordance with GAAP. Neither the Purchaser nor any of its
subsidiaries has “off-balance sheet arrangements” (as defined in Item 303(a)(4)(ii) of Regulation S-
K under the Exchange
Act).
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