Incredimail 2012 Annual Report Download - page 227

1.2 Closing Deliveries .
(a) Purchaser Deliveries
. Purchaser shall deliver to the Company (or such other Person as specified
below), at or prior to the Closing, each of the following:
(i) the Closing Payment (including both the Purchaser Ordinary Shares and cash portions thereof) to the Paying
Agent and the 102 Trustee for distribution to the Company Shareholders and the Company Optionholders pursuant to Section 1.4(a)(i) and the
Closing Spreadsheet, and in accordance with the provisions of the Paying Agent Agreement
to be entered between Purchaser, the Paying Agent
and the Shareholders’ Agent (the “ Paying Agent Agreement ” ), in each case subject to Section 1.1(c), and less
any Transaction Expenses that
shall not have been paid prior to the Closing and the Working Capital Shortfall, if any.
(ii) a certificate, dated as of the Closing Date, executed on behalf of Purchaser by a duly authorized officer of
Purchaser to the effect that each of the conditions set forth in clause (a) of Section 7.2 have been satisfied.
(iii) Registration Rights Agreement duly executed by Purchaser and the Company Shareholders listed in
Schedule 1.2(a)(iii) hereof, in the form attached here as Exhibit E .
(iv) a legal opinion of Goldfarb Seligman & Co., legal counsel to Purchaser, in the form attached hereto as
Exhibit F .
(b) Company Deliveries
. The Company or the Company Shareholders, as applicable, shall deliver
to Purchaser, at or prior to the Closing,
(i) all of the certificates or instruments, which immediately prior to the Closing represented issued and
outstanding Company Share Capital (the “ Converting Instruments ”),
together with duly executed share transfer deeds, in a form that is
reasonably acceptable to Purchaser;
(ii) a certificate, dated as of the Closing Date and executed on behalf of the Company and the Israeli Subsidiary
by the Israeli Subsidiary's chief executive officer (in his capacities as the authorized person by the Company Board of Directors and the chief
executive officer of the Israeli Subsidiary) (the " Authorized Person
"), to the effect that each of the conditions set forth in clauses (a), (c), (d),
(e), (f), (i) and (k) of Section 7.3 have been satisfied;
(iii) a certificate, dated as of the Closing Date and executed on behalf of the Company by the Authorized
Person, certifying (A) the Articles of Association, including all amendments thereto, of the Company and the Israeli Subsidiary, as amended to
date (together, the “ Charter Documents ”), (
B) the resolutions of the Company Board of Directors approving the Share Purchase, this
Agreement, the Special Cash Dividend, the ratification of certain matters, and that no further Company Options will be granted pursuant to the
Company Employee Plans, (C) the resolutions of the Israeli Subsidiary Shareholder approving this Agreement, the Special Cash Dividend and
ratifying certain matters, (D) the unanimous written consent of the Company Shareholders evidencing the Company Shareholder Approval and
ratifying certain matters, and (E) the resolutions of the board of directors of the Israeli Subsidiary approving this Agreement,the Special Cash
Dividend, ratifying certain matters, and that no further Company Options will be granted pursuant to the Company Employee Plans;
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