Incredimail 2012 Annual Report Download - page 285

(b) Efforts . Subject to Section 6.2(c)
, Purchaser, the Company and the Israeli Subsidiary, as
applicable, shall use reasonable best efforts to take, or cause to be taken, all actions necessary to consummate the
Transactions. Without limiting the generality of the foregoing, but subject to Section 6.2(c)
, each party to this
Agreement: (i) shall make all filings (if any) and give all notices (if any) required to be made and given by such party in
connection with the Transactions; and (ii) shall use commercially reasonable efforts to obtain each consent (if any)
required to be obtained (pursuant to any applicable Legal Requirement or Contract, or otherwise) by such party in
connection with the Transactions.
(c) Limitations . Notwithstanding anything to the contrary contained in Section 6.2 (b)
or
elsewhere in this Agreement, Purchaser shall not have any obligation under this Agreement: (i) to divest or agree to divest
(or cause any of its Subsidiaries to divest or agree to divest) any of its businesses, product lines or assets, or to take or
agree to take (or cause any of its Subsidiaries to take or agree to take) any other action or to agree (or cause any of its
subsidiaries to agree) to any limitation or restriction on any of its businesses, product lines or assets; or (ii) to contest any
Legal Proceeding relating to the Transactions.
6.3 No Solicitation .
(a) From and after the date of this Agreement until the Closing or termination of this Agreement
pursuant to ARTICLE 8
, none of the Company Shareholders nor the Company nor the Israeli Subsidiary will, nor will
any of them authorize or permit any of their respective officers, directors, or employees or any investment banker, attorney
or other advisor or representative retained by any of them (all of the foregoing collectively being the “
Company
Representatives ”)
to, directly or indirectly, (i) solicit, initiate, seek, entertain, encourage, facilitate, support or induce the
making, submission or announcement of any inquiry, expression of interest, proposal or offer that constitutes, or that
would reasonably be expected to lead to, an Acquisition Proposal (as hereinafter defined), (ii) enter into, participate in,
maintain or continue any communications (except solely to provide written notice as to the existence of these provisions)
or negotiations regarding, or deliver or make available to any Person any non-
public information with respect to, or take
any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or that would reasonably
be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend (or publicly propose
or announce any intention or desire to agree to, accept, approve, endorse or recommend) any Acquisition Proposal,
(iv) enter into any letter of intent or any other Contract contemplating or otherwise relating to any Acquisition Proposal,
(v) submit any Acquisition Proposal to the vote of any securityholders of Company or the Israeli Subsidiary or (vi) enter
into any other transaction or series of transactions not in the ordinary course of the Company’
s business, the
consummation of which would reasonably be expected to impede, interfere with, prevent or materially delay the Share
Purchase. Each of the Company Shareholders, the Company and the Israeli Subsidiary will immediately cease and cause
to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the
date of this Agreement with respect to any Acquisition Proposal. If any Company Representative, whether in his or her
capacity as such or in any other capacity, takes any action that the Company is obligated pursuant to this Section 6.3(a)
6.2(c)
not to authorize or permit such Company Representative to take, then the Company or the Company Shareholders
shall be deemed for all purposes of this Agreement to have breached this Section 6.2(c) .
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