Incredimail 2012 Annual Report Download - page 296

(b) Receipt of Closing Deliveries
. Purchaser shall have received each of the agreements,
instruments and other documents set forth in Section 1.2(b) ; provided , however
, that such receipt shall not be deemed to
be an agreement by Purchaser that the amounts set forth on the Company Net Working Capital Certificate, Transaction
Expenses Certificate or the Closing Spreadsheet or any of the other agreements, instruments or documents set forth in
Section 1.2(b) is accurate and shall not diminish Purchaser’
s remedies hereunder if any of the foregoing documents is not
accurate.
(c) Injunctions, Restraints or Litigation
. No temporary restraining order, preliminary or permanent
injunction or other order issued by any court of competent jurisdiction or other legal or regulatory restraint provision
limiting or restricting Purchaser’
s ownership of Company Shares or the conduct or operation of the business of the
Company or the Israeli Subsidiary following the Closing shall be in effect nor shall there be pending any litigation by any
Person seeking any of the foregoing or seeking the recovery of a material amount of damages in connection with the Share
Purchase.
(d) No Material Adverse Effect
. There shall not have been any Material Adverse Effect on the
Company or the Israeli Subsidiary.
(e) No Outstanding Securities
. Other than the securities to be purchased by Purchaser pursuant to
this Agreement as set forth on the Closing Spreadsheet, there shall be no outstanding securities, warrants, options,
commitments or Contracts of the Company or the Israeli Subsidiary immediately prior to the Closing that purport to
obligate the Company or the Israeli Subsidiary to issue any shares of Company Share Capital or options or rights to
acquire any Company Share Capital, Israeli Subsidiary Share Capital, Company Options, or any other securities under any
circumstances.
(f) Employees .
(i) At least the number of employees as set forth on Schedule 7.3(f)(i)
shall have signed and delivered to
Purchaser the executed retention plan agreement between such employee and the Israeli Subsidiary, in form and substance reasonably acceptable
to Purchaser, each of which, as well as each of the Key Employee Agreements shall continue to be in full force and effect and no action shall
have been taken by any individual party to any of such agreements to rescind any of such agreements;
(ii) at least the number of employees per department as set forth in the last column on Schedule 7.3(f)(ii)
hereto
shall be employees of the Israeli Subsidiary (" Continuing Employees
"), and none of such employees shall have given any notice or other
indication that he or she is not willing to remain employed by the Israeli Subsidiary following the Closing. This condition shall not derogate
from the right of Purchaser to terminate the employment of any employees, in its sole discretion, following the Closing.
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