Incredimail 2010 Annual Report Download - page 173

(c) Notify the Holders as promptly as reasonably possible (and, in the case of (i)(A) below, not less than three Trading
Days prior to such filing and, in the case of (v) below, not less than three Trading Days prior to the financial statements in any Registration
Statement becoming ineligible for inclusion therein) and (if requested by any such Person) confirm such notice in writing no later than one
Trading Day following the day (i)(A) when a Prospectus or any Prospectus supplement or post-
effective amendment to a Registration Statement
is proposed to be filed; (B) when the Commission notifies the Company whether there will be a "review" of such Registration Statement and
whenever the Commission comments in writing on such Registration Statement (the Company shall, upon request, provide true and complete
copies thereof and all written responses thereto to each of the Holders that pertain to the Holders as a Selling Stockholder or to the Plan of
Distribution, but not information which the Company believes would constitute material and non-
public information); and (C) with respect to
each Registration Statement or any post-
effective amendment, when the same has become effective; (ii) of any request by the Commission or
any other Federal or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional
information; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of a Registration Statement covering any or
all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iv) of the receipt by the Company of any notification with
respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or
the initiation or threatening of any Proceeding for such purpose; and (v) of the occurrence of any event or passage of time that makes the
financial statements included in a Registration Statement ineligible for inclusion therein or any statement made in such Registration Statement or
Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any
revisions to such Registration Statement, Prospectus or other documents so that, in the case of such Registration Statement or the Prospectus, as
the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (provided that the Holder
agrees to keep such information confidential until it is publicly disclosed).
(d) Use its reasonable best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order
suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of
the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.
(e) Furnish to each Holder, without charge, at least one conformed copy of each Registration Statement and each
amendment thereto and all exhibits to the extent requested by such Person (including those previously furnished) promptly after the filing of
such documents with the Commission.
(f) Promptly deliver to each Holder, without charge, as many copies of each Prospectus or Prospectuses (including each
form of prospectus) and each amendment or supplement thereto as such Persons may reasonably request. The Company hereby consents to the
use of such Prospectus and each amendment or supplement thereto by each of the selling Holders in connection with the offering and sale of the
Registrable Securities covered by such Prospectus and any amendment or supplement thereto, except after the giving of notice pursuant to
Section 3(c)(ii) – (v).
(g) Prior to any resale of Registrable Securities, use reasonable best efforts to register or qualify such Registrable
Securities for offer and sale under the securities or Blue Sky laws of all jurisdictions within the United States as any Holder may request, to keep
each such registration or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or
things reasonably necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration
Statement(s); provided
, that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so
qualified, subject the Company to any material tax in any such jurisdiction where it is not then so subject or file a general consent to service of
process in any such jurisdiction.
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