Incredimail 2012 Annual Report Download - page 287

6.4 Confidentiality; Public Disclosure .
(a) The parties hereto acknowledge that Purchaser and the Company have previously executed a
non-disclosure Agreement, dated May 9, 2012, as amended on July 17, 2012 (the “ Confidentiality Agreement ”)
which
shall continue in full force and effect in accordance with its terms. The Shareholders’
Agent hereby agrees to be bound by
the terms and conditions of the Confidentiality Agreement to the same extent as though the Shareholders’
Agent were a
party thereto. With respect to the Shareholders’ Agent, as used in the Confidentiality Agreement the term “
Confidential
Information ” shall include information relating to the Share Purchase or this Agreement received by the Shareholders’
Agent after the Closing or relating to the period after the Closing; provided however that such limitation shall not prevent
the Shareholders’ Agent from filing any lawsuits to enforce this Agreement.
(b) The Company shall not issue any press release or other public statement relating to the terms of
this Agreement or the transactions contemplated hereby or use Purchaser’
s name or refer to Purchaser directly or
indirectly in connection with Purchaser’
s relationship with the Company in any media interview, advertisement, news
release, press release or professional or trade publication, or in any print media, whether or not in response to an inquiry,
without the prior written approval of Purchaser, unless required by law and except as reasonably necessary for the
Company to obtain the consents and approvals of Company Shareholders and other third parties contemplated by this
Agreement. Notwithstanding anything herein or in the Confidentiality Agreement, Purchaser and the Company shall
mutually agree on the content of the press release, blog post or other public statement announcing the Share Purchase and
thereafter Purchaser may make such other public statements regarding this Agreement or the transactions contemplated
hereby as Purchaser may determine is reasonably appropriate
(c) Purchaser shall be permitted to issue any press release or publicly file any information as is
required by any Legal Requirement or stock market rule. The parties agree to announce this Agreement and the
consummation of the Transactions to the Company’
s employees, customers, vendors and strategic partners at such time
and in such form as is mutually agreed upon by all parties to this Agreement.
6.5 Reasonable Efforts . Each of the parties hereto agrees to use its commercially reasonable efforts, and to cooperate with
each other party hereto, to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, appropriate or desirable to
consummate and make effective, in the most expeditious manner practicable, the Share Purchase and the other transactions contemplated hereby,
including the satisfaction of the respective conditions set forth in ARTICLE 7 , and including to execute and deliver such other instruments and
do and perform such other acts and things as may be necessary or reasonably required for effecting completely the consummation of the Share
Purchase and the other transactions contemplated hereby.
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