Incredimail 2012 Annual Report Download - page 317

EXHIBIT B
DEFINITIONS
As used in this Agreement, the following terms shall have the meanings indicated below. Unless indicated otherwise, all mathematical
calculations contemplated hereby shall be rounded to the tenth decimal place.
" 102 Trustee " the trustee approved by the Israeli Tax Authority with respect to the Company Option Plan for the purpose of
Section 102(b).
“ Affiliate ” has the meaning set forth in Rule 144 promulgated under the Securities Act.
“ Aggregate Cash Consideration ” means the aggregate Cash Consideration payable to Company Shareholders.
“ Aggregate Consideration ” means the sum of the Aggregate Cash Consideration and the Aggregate Share Consideration
pursuant to the Closing Spreadsheet.
“ Aggregate Share Consideration ” means the number of Purchaser Ordinary Shares payable to Company Shareholders
pursuant to the Closing Spreadsheet.
“ Business ” means (i) the development and distribution of client applications to enhance user communication by adding icons
and emoticons to any communication service such as social networking sites, (ii) the development and distribution of search related services and
assets such as toolbar, add-ons and home page, and (iii) business intelligence and analytics relating to marketing services of (i) and (ii).
“ Business Day ”
means a day (A) other than Saturday or Sunday and (B) on which commercial banks are open for business in
Israel.
“ Cash ” means cash, cash equivalents and marketable securities of the Israeli Subsidiary, as determined in accordance with
GAAP consistently applied.
“ Cash Consideration ” means the cash amount payable to a Company Shareholder pursuant to the Closing Spreadsheet.
“ Closing Allocation Certificate ” means a form of certificate to be delivered to and certified by each Company Shareholder
and Company Optionholder setting forth each such Person’s and only such Person’s information contained in the Closing Spreadsheet in
substantially the form attached hereto as Exhibit G .
“ Code ” shall mean the Internal Revenue Code of 1986, as amended.
“ Company Employee ” means any current or former employee of the Company or the Israeli Subsidiary.
“ Company Employee Agreement ” means each management, employment, severance, relocation, repatriation or expatriation
agreement or other Contract between the Company or the Israeli Subsidiary, and any Company Employee.