Incredimail 2012 Annual Report Download - page 292

6.18 Special Cash Dividend.
(a) In order to dispose of its surplus cash, prior to the Closing Date the Company and the Israeli
Subsidiary shall declare a special cash dividend to their respective shareholders with a record date that is prior to the
Closing Date (the “ Record Date ”),
in an amount to be equal to the maximum amount of cash reserves of the Company
and the Israeli Subsidiary (provided that the Company and the Israeli Subsidiary shall satisfy the Working Capital Target
and comply with all applicable Legal Requirements that limit the amount of permitted distributions) (the “
Special Cash
Dividend ”).
For all purposes of this Agreement, the Company Net Working Capital shall not include the declared amount
of the Special Cash Dividend. Prior to the Closing, the Israeli Subsidiary shall deposit the cash proposed to be distributed
as the Special Cash Dividend in a dedicated account of the Israeli Subsidiary with an Israeli bank approved by Purchaser
over which (i) one individual approved by Purchaser and (ii) the Shareholders' Agent shall have the joint signing authority
(the " Dividend Account
"). Following the Closing, the Shareholders' Agent shall follow the instructions of Purchaser and
enable the Israeli Subsidiary to withdraw funds from the Dividend Account, in accordance with Section 6.18(c).
(b) Subject to the provisions of Section 6.18 (
a), the Israeli Subsidiary may file an application to
approve the Special Cash Dividend pursuant to Section 303 of the Companies Law (the “
Capital Reduction Application
”),
which shall be in a form reasonably accepted to Purchaser. The parties will cooperate and provide all information
reasonably required and which is in their possession with respect to the Israeli Subsidiary’
s preparation of any written or
oral submissions that may be necessary, proper or advisable to obtain the approval of the Capital Reduction Application
(including providing reasonable assistance for preparation of an economic opinion related to the Israeli Subsidiary). The
Israeli Subsidiary (prior to the Closing) and the Shareholders' Agent (following the Closing), its representatives and
advisors shall manage the proceedings related to the Capital Reduction Application with Purchaser or its representatives
and advisors, and will enable Purchaser's representatives and advisors to participate in all discussions and meetings
relating thereto. To the extent that Purchaser's representative and advisors elect not to participate in any meeting or
discussion, the representatives and advisors of the Company or the Shareholders' Agent, as the case may be, shall update
Purchaser regarding the discussions held. For the avoidance of doubt, any damages, liabilities and expenses (including
reasonable attorneys' fees) incurred by the Israeli Subsidiary (before or after the Closing) in preparation and pursuing the
Capital Reduction Application, or arising out of or in connection therewith, shall be deemed Indemnifiable Transaction
Expenses.
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