- To approve the Share Purchase Agreement, the Share Purchase and all other transactions contemplated by the Share Purchase Agreement, including the following related matters, each of which is contingent upon the other:
- the amendment of each of the Company's Articles of Association and Memorandum of Association to increase the Company's authorized share capital to NIS 1,200,000 divided into 120,000,000 ordinary shares of the Company; and
- the election of each of Mr. Dror Erez, a co-founder, Chief Technology Officer and member of the Board of Directors of Conduit, and Mr. Roy Gen, the Chief Financial Officer of Conduit, to the Company's Board of Directors.
- To approve a new form of D&O indemnification agreement, which is a condition to closing under the Share Purchase Agreement;
- To approve the purchase of D&O liability insurance, which is a condition to closing under the Share Purchase Agreement;
- To approve compensation for the Company's chief executive officer;
- To approve a compensation policy for the Company's directors and officers, as required by Israeli law; and
- To approve the Company's amended Equity Incentive Plan for U.S. tax purposes.
Perion Calls Shareholder Meeting To Approve Transaction With Conduit And ClientConnect And Other Matters
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