Incredimail 2012 Annual Report Download - page 330

(f) notify each record holder of such Registrable Securities covered by a registration statement, at any time (i)(A) when a
registration statement or prospectus or any amendments or supplements thereto is proposed to be filed; (B) when the SEC notifies the Company
whether there will be a “review”
of such Registration Statement and whenever the SEC comments in writing on such registration statement (the
Company shall as promptly as possible provide true and complete copies thereof and all written responses thereto to each of such holders of
Registrable Securities that pertain to the holders of Registrable Securities as selling stockholders 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 the registration
statement or any post-
effective amendment, when the same has become effective; (ii) of any request by the SEC or any other federal or state
governmental authority for amendments or supplements to the registration statement or prospectus or for additional information; (iii) of the
issuance by the SEC of any stop order suspending the effectiveness of the 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 the
registration statement ineligible for inclusion therein;
(g) use its commercially reasonable efforts to cause the Ordinary Shares to be listed on the Nasdaq Stock Market (“
Nasdaq Market
”)
or, failing that, to use its commercially reasonable efforts to arrange for at least two market makers to register as such with
respect to the Ordinary Shares with the OTCQB or OTCBB;
(h) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such
registration statement;
(i) enter into such customary agreements (including underwriting agreements in customary form, if applicable) and take
all such other actions as the holders of a majority of the Registrable Securities subject to such registration statement or the underwriters, if any,
reasonably request in order to expedite or facilitate the disposition of such Registrable Securities;
(j) otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the SEC, and
make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months
beginning with the first day of the Company’
s first full calendar quarter after the effective date of the registration statement, which earnings
statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
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