Incredimail 2014 Annual Report Download - page 74

Under the Companies Law, a person may not purchase shares of a public company if, following the purchase of shares, the purchaser
would hold more than 90% of the company’s shares, unless the purchaser makes a tender offer to purchase all of the target company’
s shares. If,
as a result of the tender offer, the purchaser would hold more than 95% of the company’
s shares and more than half of the offerees that have no
personal interest have accepted the offer, the ownership of the remaining shares will be transferred to the purchaser. Alternatively, the purchaser
will be able to purchase all shares if the percentage of the offerees that did not accept the offer constitute less than 2% of the company’
s shares.
If the purchaser is unable to purchase 95% or more of the company’
s shares, the purchaser may not own more than 90% of the shares of the
target company.
Tax Law. Israeli tax law treats some acquisitions, such as a stock-for-
stock swap between an Israeli company and a foreign company,
less favorably than U.S. tax law. For example, Israeli tax law may subject a shareholder who exchanges his ordinary shares for shares in a
foreign corporation to immediate taxation. Please see "Item 10.E Taxation — Israeli Taxation."
Exculpation, Indemnification and Insurance of Directors and Officers
Our articles of association allow us to indemnify, exculpate and insure our office holders, which includes our directors, to the fullest
extent permitted by the Companies Law (other than with respect to certain expenses in connection with administrative enforcement proceedings
under the Israeli Securities Law),
provided that procuring this insurance or providing this indemnification or exculpation is duly approved by the
requisite corporate bodies (as described above under "Related Party Transactions—Compensation").
Under the Companies Law, a company may indemnify an office holder in respect of some liabilities, either in advance of an event or
following an event. If a company undertakes to indemnify an office holder in advance against monetary liability incurred in his or her capacity as
an office holder, whether imposed in favor of another person pursuant to a judgment, a settlement or an arbitrator’
s award approved by a court,
the indemnification must be limited to foreseeable events in light of the company’
s actual activities at the time of the indemnification
undertaking and to a specific sum or a reasonable criterion under such circumstances, as determined by the board of directors.
Under the Companies Law, only if and to the extent provided by its articles of association, a company may indemnify an office holder
against the following liabilities or expenses incurred in his or her capacity as an office holder:
Under the Companies Law, a company may obtain insurance for an office holder against liabilities incurred in his or her capacity as an
office holder, if and to the extent provided for in its articles of association. These liabilities include a breach of duty of care to the company or a
third-party, a breach of duty of loyalty, any monetary liability imposed on the office holder in favor of a third-
party, and reasonable litigation
expenses, including attorney fees, incurred by an office holder as a result of an administrative enforcement proceeding instituted against him.
A company may, in advance only, exculpate an office holder for a breach of the duty of care, except in connection with a distribution of
dividends or a repurchase of the company’
s securities. A company may not exculpate an office holder from a breach of the duty of loyalty
towards the company.
•
any monetary liability whether imposed on him or her in favor of another person pursuant to a judgment, a settlement or an
arbitrator
’
s award approved by a court;
• reasonable litigation expenses, including attorneys’
fees, incurred by him or her as a result of an investigation or proceedings
instituted against him or her by an authority empowered to conduct an investigation or proceedings, which are concluded either (i)
without the filing of an indictment against the office holder and without the levying of a monetary obligation in lieu of criminal
proceedings upon the office holder, or (ii) without the filing of an indictment against the office holder but with levying a
monetary obligation in substitute of such criminal proceedings upon the office holder for a crime that does not require proof of
criminal intent; and
• reasonable litigation expenses, including attorneys’
fees, in proceedings instituted against him or her by the company, on the
company’s behalf or by a third-
party, or in connection with criminal proceedings in which the office holder was acquitted, or as a
result of a conviction for a crime that does not require proof of criminal intent, or in connection with an administrative
enforcement proceeding or financial sanction instituted against him.
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