Incredimail 2012 Annual Report Download - page 322

“ Pro Rata Share ” means, with respect to a Company Securityholder, the quotient obtained by dividing (a) the number of
Ordinary Shares held on the Closing Date by the Company Securityholder, on an as converted basis, by (b) the issued and outstanding capital
stock of the Company on a Fully-Diluted Basis as of the Closing Date.
“ Purchaser Ordinary Shares ” or " Shares " means the Ordinary shares, par value NIS 0.01 per share, of Purchaser.
“ Representatives ” of any Person shall mean such Person’s directors, managers, officers, employees, agents, attorneys,
consultants, advisors or other Persons acting on behalf of such Person.
“ Securities Act ” means the Securities Act of 1933, as amended.
" Set-off Amount " means the amount of cash held back by Purchaser from the Deferred Payment and/or the Contingent
Payment, pursuant to Section 9 of this Agreement.
“ Share Transfer ” means the procedures and the actions required to transfer ownership of the Company Shares from the
Company Shareholder to Purchaser under the Articles of Association of the Company.
“ Subsidiary ” means any corporation, association, business entity, partnership, limited liability company or other Person or
entity of which the Company, either alone or together with one or more of such entities (i) directly or indirectly owns or purports to own,
beneficially or of record securities or other interests representing more than 50% of the outstanding equity, voting power, or financial interests of
such Person, or (ii) is entitled, by Contract or otherwise, to elect, appoint or designate directors constituting a majority of the members of such
Person’s board of directors or other governing body.
“ Tax ” (and, with correlative meaning, “ Taxes ” and “ Taxable ”) means (i) any net income, alternative or add-on minimum
tax, gross income, estimated, gross receipts, sales, use, ad valorem, value added, transfer, franchise, fringe benefit, share capital, profits, license,
registration, withholding, payroll, social security (or equivalent), employment, unemployment, disability, excise, severance, stamp, occupation,
premium, property (real, tangible or intangible), environmental or windfall profit tax, custom duty or other tax, governmental fee or other like
assessment or charge of any kind whatsoever, together with any interest or any penalty, addition to tax or additional amount (whether disputed or
not) imposed by any Governmental Entity responsible for the imposition of any such tax (domestic or foreign) (each, a “ Tax Authority ”),
(
ii) any Liability for the payment of any amounts of the type described in clause (i) of this sentence as a result of being a member of an affiliated,
consolidated, combined, unitary or aggregate group for any Taxable period, and (iii) any Liability for the payment of any amounts of the type
described in clause (i) or (ii) of this sentence as a result of being a transferee of or successor to any Person or as a result of any express or
implied obligation to assume such Taxes or to indemnify any other Person.
“ Tax Return ” means any return, statement, report or form (including estimated Tax returns and reports, withholding Tax
returns and reports, any schedule or attachment, and information returns and reports) filed or required to be filed with respect to Taxes.
“ Transaction Expenses ” means all third party fees, costs, expenses, payments, and expenditures incurred by the Company in
connection with the Share Purchase, this Agreement and the transactions contemplated hereby whether or not billed or accrued (including any
fees, costs expenses, payments, and expenditures of legal counsel and accountants, the fees, costs, expenses, payments, and expenditures payable
to financial advisors, investment bankers and brokers of the Company and the Israeli Subsidiary notwithstanding any contingencies for earnouts,
withholdings, etc.), and any such fees, costs, expenses, payments, and expenditures incurred by Company Securityholders paid for or to be paid
for by the Company.
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