Incredimail 2012 Annual Report Download - page 281

(i) Dispositions
. Sell, lease, license or otherwise dispose of any of its properties or assets, other
than sales and nonexclusive licenses of Company Products in the ordinary course of business consistent with its past
practice, or enter into any Contract with respect to the foregoing;
(j) Indebtedness
. Incur any Indebtedness for borrowed money or guarantee any such
Indebtedness;
(k) Payment of Obligations.
Pay, discharge or satisfy (i) any Liability to any Person who is an
officer, director or Company Shareholder of the Company (other than compensation due for services as an officer or
director) or (ii) any claim or Liability arising otherwise than in the ordinary course of business, other than the payment,
discharge or satisfaction of Liabilities reflected or reserved against in the Company Financial Statements and Transaction
Expenses, or defer payment of any accounts payable other than in the ordinary course of business consistent with past
practice, or give any discount, accommodation or other concession other than in the ordinary course of business consistent
with past practice, in order to accelerate or induce the collection of any receivable;
(l) Capital Expenditures
. Incur or make any capital expenditures, capital additions or capital
improvements, other than in the ordinary course of business and not exceeding $100,000;
(m) Insurance . Materially change the amount of any insurance coverage;
(n) Termination or Waiver . Cancel, release or waive any claims or rights held by the Company;
(o) Company Employee Plans; Pay Increases
. Except in each case as required pursuant to this
Agreement, under applicable Legal Requirements, or as set forth on Schedule 5.2(o)
: (i) adopt or amend any Company
Employee Plan or amend any compensation, benefit, entitlement, grant or award provided or made under any such plan,
(ii) pay or accrue any special bonus or special remuneration to any employee or non-
employee director or consultant
(provided that Purchaser is provided notice of such bonus or remuneration), or (iii) other than as required pursuant to
Section 7.3(f) hereof, increase the salaries, wage rates or fees of its employees or consultants (other than as disclosed to
Purchaser and as set forth on Schedule 5.2(o)) ;
(p) Severance Arrangements
. Except in each case as required under applicable Legal
Requirements, grant or pay, or enter into any Contract providing for the granting of any severance, retention or
termination pay (whether in cash or equity), or the acceleration of vesting or other benefits, to any Person (other than
payments or acceleration which have been disclosed to Purchaser and are set forth on Schedule 5.2 (p)
of the Company
Disclosure Letter);
(q) Lawsuits; Settlements
. (i) Commence a lawsuit other than (A) for the routine collection of
bills, (B) in such cases where the Company or the Israeli Subsidiary in good faith determines that failure to commence suit
would result in the material impairment of a valuable aspect of its business (provided that it consults with Purchaser prior
to the filing of such a suit), or (C) for a breach of this Agreement or (ii) settle or agree to settle any pending or threatened
lawsuit or other dispute;
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