IBAS » Topics » Adverse Recommendation Change .

This excerpt taken from the IBAS 8-K filed Nov 23, 2009.
Adverse Recommendation ChangeThe Settlement Agreement provides that the special committee will (i) recommend that the Company’s stockholders tender their Shares in the Offer (the “Special Committee Recommendation”) and (ii) not withhold, withdraw, qualify or modify in a manner adverse to KPN or fail to make the Special Committee Recommendation or publicly recommend or announce its intention to take any action or make any statement inconsistent with the Special Committee Recommendation.  However, the Settlement Agreement provides that if the special committee determines in good faith (after considering the advice of its outside legal and financial advisors) that continuing to make this recommendation could reasonably be determined to be inconsistent with its fiduciary duties under Delaware Law, then

 

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the special committee may make an adverse recommendation change, in which case the obligations of the special committee under the immediately preceding sentence will cease.  The Settlement Agreement further provides, however, that the special committee may not make an adverse recommendation change until after at least 48 hours following KPN’s receipt of written notice from the Company advising KPN that the special committee intends to make such an adverse recommendation change and the reasons therefor and the special committee considers any modifications proposed by KPN during such 48-hour period in order to eliminate the need for such adverse recommendation change.

 

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