Incredimail 2012 Annual Report Download - page 286

“ Acquisition Proposal ”
shall mean, with respect to the Company, any agreement, offer, proposal or bona fide indication of
interest (other than this Agreement or any other offer, proposal or indication of interest by Purchaser), or any public announcement of intention
to enter into any such agreement or of (or intention to make) any offer, proposal or bona fide indication of interest, relating to, or involving: (A)
any acquisition or purchase from the Company or the Israeli Subsidiary, or from the Company Shareholders, by any Person or Group (as
hereinafter defined) of more than a 10% interest in the total outstanding voting securities of Company or the Israeli Subsidiary or any tender
offer or exchange offer that if consummated would result in any Person or Group beneficially owning 10% or more of the total outstanding
voting securities of the Company or the Israeli Subsidiary or any merger, consolidation, business combination or similar transaction involving
the Company or the Israeli Subsidiary; or (B) any sale, lease, mortgage, pledge, exchange, transfer, license (other than in the ordinary course of
business), acquisition, or disposition of more than 10% of the assets of the Company or the Israeli Subsidiary in any single transaction or series
of related transactions.
“ Group ”
shall have the definition ascribed to such term under Section 13(d) of the Exchange Act, the rules and regulations
thereunder and related case law.
(b) The Company and any Company Shareholder shall immediately (but in any event, within 24
hours) notify Purchaser orally and in writing after receipt by the Company or the Israeli Subsidiary or such Company
Shareholder (or, to the knowledge of the Company, by any of the Company Representatives), of (i) any Acquisition
Proposal, (ii) any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to
lead to, an Acquisition Proposal, (iii) any other notice that any Person is considering making an Acquisition Proposal, or
(iv) any request for nonpublic information relating to the Company or the Israeli Subsidiary or for access to any of the
properties, books or records of the Company or the Israeli Subsidiary by any Person or Persons other than
Purchaser. Such notice shall describe (1) the material terms and conditions of such Acquisition Proposal, inquiry,
expression of interest, proposal, offer, notice or request, and (2) the identity of the Person or Group making any such
Acquisition Proposal, inquiry, expression of interest, proposal, offer, notice or request. The Company shall keep
Purchaser fully informed of the status and details of, and any modification to, any such inquiry, expression of interest,
proposal or offer and any correspondence or communications related thereto and shall provide to Purchaser a true, correct
and complete copy of such inquiry, expression of interest, proposal or offer and any amendments, correspondence and
communications related thereto, if it is in writing, or a reasonable written summary thereof, if it is not in writing.
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