Incredimail 2012 Annual Report Download - page 319

“ Contract ” means any written or oral legally binding contract, agreement, instrument, commitment or undertaking of any
nature (including leases, licenses, mortgages, notes, guarantees, sublicenses, subcontracts, letters of intent and purchase orders) as of the
Agreement Date or as may hereafter be in effect.
" Domiciliation Application " means the application, dated August 14, 2012, filed with the ITA on behalf of the Company
requesting (a) that the Company be recognized as an Israeli tax resident as of January 1, 2012, (b) confirmation that the Company (except the
Israeli Subsidiary) does not have any outstanding Israeli income tax liability in respect of the period ended December 31, 2011, and (c) the tax-
free transfer of intellectual property rights from the Company to the Israeli Subsidiary pursuant to Section 104A of the Israeli Income Tax
Ordinance.
“ Domiciliation Ruling ” means a valid tax ruling issued by the ITA in response to the Domiciliation Application.
“ Encumbrance ” means, with respect to any asset, any mortgage, deed of trust, lien, pledge, charge, security interest, title
retention device, conditional sale or other security arrangement, collateral assignment, claim, charge, adverse claim of title, ownership or right to
use, restriction or other encumbrance of any kind in respect of such asset (including any restriction on (i) the voting of any security or the
transfer of any security or other asset, (ii) the receipt of any income derived from any asset, (iii) the use of any asset, and (iv) the possession,
exercise or transfer of any other attribute of ownership of any asset).
“ Environmental Laws ” means all laws (including common laws), directives, guidance, rules, regulations, orders, treaties,
statutes, and Codes promulgated by any Governmental Entity which prohibit, regulate or control any Hazardous Material or any Hazardous
Material Activity, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, the
Resource Recovery and Conservation Act of 1976, the Federal Water Pollution Control Act, the Clean Air Act, the Hazardous Materials
Transportation Act, the Clean Water Act, the European Union Directive 2002/96/EC on waste electrical and electronic equipment, the European
Union Directive 2002/95/EC on the restriction on the use of hazardous substances, and the Administrative Measure on the Control of Pollution
Caused by Electronic Information Products, all as amended at any time.
“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.
“ Fully-Diluted Basis ” means all issued and outstanding shares of ordinary shares, preferred shares and other kinds of capital
stock or voting securities, with all convertible and exercisable securities (or other rights to acquire capital stock) deemed converted or exercised,
as the case may be, into shares of capital stock in accordance with their terms, whether or not then currently vested, exercisable, exchangeable or
convertible.
“ Fully-Diluted Company Ordinary Shares ” means the sum, without duplication, of (i) the aggregate number of shares of
Company Ordinary Shares that are issued and outstanding immediately prior to the Closing, (ii) the aggregate number of Company Options that
are issued and outstanding immediately prior to the Closing and (iii) the aggregate number of shares of Company Preferred Shares that are
issued and outstanding immediately prior to the Closing, each on an as-converted to Company Ordinary Share basis.
“ GAAP ” shall mean generally accepted accounting principles in the United States, consistently applied, as in effect at the
time covered by the applicable financial statements .
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