HSNI » Topics » ARTICLE XII SOLE DISCRETION OF IAC; TERMINATION
This excerpt taken from the HSNI 8-K filed Aug 25, 2008.
SOLE DISCRETION OF IAC; TERMINATION
Discretion of IAC. Notwithstanding any other provision of this
Agreement, until the occurrence of the applicable Relevant Time, IAC shall have
the sole and absolute discretion:
determine whether to proceed with all or any part of the Separation, including
any Separation Transaction, or any or all of the Distributions, and to
determine the timing of and any and all conditions to the completion of the
Separation and the Distributions or any part thereof or of any other
transaction contemplated by this Agreement; and
amend or otherwise change, delete or supplement, from time to time, any term or
element of the Separation, including any Separation Transaction, or any or all
of the Distributions or any other transaction contemplated by this Agreement.
12.02. Termination. (a) This Agreement and all Ancillary
Agreements may be terminated and the transactions contemplated hereby may be
amended, supplemented, modified or abandoned in any respect at any time prior
to the Effective Time of the first Distribution to occur, by and in the sole
and absolute discretion of IAC without the approval of any Spinco or of the
stockholders of IAC. In the event of
such termination, no Party shall have any liability of any kind to any other
Party or any other Person.
the Effective Time of the first Distribution to occur, this Agreement may not
be terminated to the extent the rights and obligations provided for hereunder
are between and among IAC and those Spincos the Distribution of which shall
have previously occurred except by an agreement in writing signed by the
relevant Parties; provided, that IAC in its sole discretion may abandon
one or more of the Distributions the Distribution date of which shall not yet
have occurred and, by notice to the other Spincos, shall have the right to
terminate (subject to the last sentence of Section 1.04(b)) this Agreement
and the Ancillary Agreements to the extent of the rights and obligations
provided between the Spinco(s) the Distribution of which shall have been
abandoned and the Spincos the Distribution of which shall have previously
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