Incredimail 2012 Annual Report Download - page 284

(b) Legends
. The certificates evidencing the Purchaser Ordinary Shares issued pursuant to this
Agreement will bear the following legend reflecting the foregoing restrictions on the transfer of such securities, in addition
to any legend required by applicable U.S. state securities laws:
(i) “
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN
THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT
OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION. THE ISSUER MAY REQUIRE AN OPINION OF
COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED
OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.”
(ii) Removal of Legend
. The Purchaser Ordinary Shares issued pursuant to this Agreement will no longer be
subject to the legends referred to in clause (i) above upon the termination or lapse of all restrictions and conditions on transfer under applicable
securities laws or pursuant to a disposition that is permitted thereunder. After such time, and upon a Company Securityholder's request, a new
certificate or certificates representing the Purchaser Ordinary Shares held in such Company Securityholder's name not repurchased or paid to the
Company pursuant to ARTICLE 9
shall be issued without the legends referred to above and delivered to such Company Securityholder,
provided that Purchaser is provided with all certificates, opinions and other information it may reasonably request in connection with such
request.
6.2 Filings and Consents .
(a) Filings
. Each party shall use reasonable best efforts to file, as soon as practicable after the date
of this Agreement, all notices, reports and other documents required to be filed by such party with any Governmental
Entity with respect to the Share Purchase and other transactions contemplated hereunder (the “ Transactions ”),
and to
submit promptly any additional information requested by any such Governmental Entity. The Company and Purchaser
shall respond as promptly as practicable to any inquiries or requests received from any Governmental Entity in connection
with antitrust or related matters. Subject to the confidentiality provisions of the Confidentiality Agreement (as defined in
Section 6.4(b)
), Purchaser and the Company each shall promptly supply the other with any information which may be
required in order to effectuate any filings (including applications) pursuant to (and to otherwise comply with its
obligations set forth in) this Section 6.2(a)
. Except where prohibited by applicable Legal Requirements or any
Governmental Entity, and subject to the confidentiality provisions of the Confidentiality Agreement, the Company shall:
(i) cooperate with Purchaser with respect to any filings with any Governmental Entity made by Purchaser in connection
with the Transactions; (ii) permit Purchaser to review (and consider in good faith the views of Purchaser in connection
with) any documents before submitting such documents to any Governmental Entity in connection with the Transactions;
(iii) inform Purchaser of any payments, fees or penalties required by any Governmental Entity in connection with any
such filings and (iv) promptly provide Purchaser with copies of all filings, notices and other documents (and a summary of
any oral presentations) made or submitted by
the Company with or to any Governmental Entity in connection with the
Transactions. Except where prohibited by applicable Legal Requirements or any Governmental Entity, and subject to the
confidentiality provisions of the Confidentiality Agreement, Purchaser shall: (i) cooperate with the Company, the
Shareholders’
Agent and the Company Shareholders with respect to any filings with any Governmental Entity made by
the Company, the Shareholders’
Agent and/or the Company Shareholders in connection with the Transactions; (ii) provide
the Company and the Shareholders’
Agent a reasonable opportunity to review (and consider in good faith any comments
of the Company and the Shareholders’
Agent in connection with) any documents before submitting such documents to any
Governmental Entity in connection with the Transactions; and (iii) promptly provide the Company and the Shareholders’
Agent with copies of all filings, notices and other documents (and a summary of any oral presentations) made or submitted
by the Purchaser with or to any Governmental Entity in connection with the Transactions.
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