IDTI » Topics » Termination

This excerpt taken from the IDTI 8-K filed May 20, 2009.

Termination

The Arrangement Agreement may be terminated and the Arrangement may be abandoned at any time prior to the Effective Time (notwithstanding any approval of the Arrangement Agreement, the Arrangement Resolution or the Arrangement by the Tundra Shareholders and/or the Court) by mutual written agreement of Tundra, IDT and Acquisition Sub or by either Tundra or Acquisition Sub if the Effective Time has not occurred by the Outside Date (provided that failure has not been caused by the terminating party’s failure to fulfill its obligations or by a breach of the terminating party’s representations and warranties under the Arrangement Agreement), or if, after the date of the Arrangement Agreement, an applicable Law is passed (or any such applicable Law is amended) that makes the consummation of the Arrangement illegal or otherwise prohibits or enjoins the consummation of the Arrangement and such applicable Law or enjoinment is final and non-appealable.

Acquisition Sub alone may terminate the Arrangement Agreement in the following circumstances:

 

   

(A) the Board of Directors fails to make a unanimous recommendation (subject to the abstention of Mr. Shlapak, who is an interested Director), or withdraws, amends, modifies or qualifies, in a manner adverse to IDT, Acquisition Sub and/or the consummation of the Arrangement, the approval or recommendation of the Board of Directors of the Arrangement or the Arrangement Resolution, or publicly proposes or publicly states its intention to do so (it being understood that taking no position or a neutral position with respect to an Acquisition Proposal which has been publicly announced, disclosed or known beyond a period that is the lesser of three business days and four calendar days from the date of the Acquisition Proposal shall be considered a modification adverse to the consummation of the Arrangement and a Change in Recommendation), (B) the Board of Directors fails to publicly reconfirm such recommendation upon the request of Acquisition Sub within two business days following such request, (C) the Board of Directors approves or recommends an Acquisition Proposal, (D) Tundra enters into a written agreement in respect of an Acquisition Proposal (other than a confidentiality and standstill agreement permitted pursuant to the Arrangement Agreement), or (E) Tundra publicly announces the intention to do any of the foregoing (each of clauses (A), (B), (C), (D) and (E) being a “Change in Recommendation”), or Tundra breaches its non-solicitation obligations under the Arrangement Agreement;

 

   

a breach of any representation or warranty or failure to perform any covenant or agreement on the part of Tundra set forth in the Arrangement Agreement that would cause any of the mutual conditions precedent of the parties or conditions precedent to the obligations of IDT and Acquisition Sub (other than a Material Adverse Effect in respect of Tundra) pursuant to the Arrangement Agreement not to be satisfied, and such breach or failure is incapable of being cured or is not cured within the earlier of 30 days following Acquisition Sub’s delivery of notice of such breach and the Outside Date;

 

   

a Material Adverse Effect occurs in respect of Tundra between the date of the Arrangement Agreement (or prior to such date to the extent that the relevant change, event, occurrence or development shall have been disclosed generally or to Acquisition Sub only after the date of the Arrangement Agreement) and the Effective Date; or

 

   

the Arrangement Resolution fails to receive the requisite vote of Tundra Shareholders for approval at the Meeting (including any adjournment or postponement thereof) in accordance with the Interim Order and applicable Law.

Tundra alone may terminate the Arrangement Agreement in the following circumstances:

 

   

prior to obtaining the approval of the Arrangement Resolution by Tundra Shareholders at the Meeting, Tundra, in accordance with the Arrangement Agreement, enters into a written agreement concerning a Superior Proposal; provided that prior to or concurrent with such termination, Tundra pays the Termination Fee, described below under “The Arrangement Agreement — Termination Fees and Expenses”;

 

   

a breach of any representation or warranty or failure to perform any covenant or agreement on the part of IDT or Acquisition Sub set forth in the Arrangement Agreement that would cause (i) the mutual

 

48


 

conditions precedent set forth in the first and fourth bullet points described above under “The Arrangement Agreement — Conditions Precedent to the Arrangement — Mutual Conditions Precedent” or (ii) the conditions precedent to the obligations of Tundra, not to be satisfied, and such breach or failure is incapable of being cured or is not cured within the earlier of 30 days following Tundra’s delivery of notice of such breach and the Outside Date; or

 

   

the Arrangement Resolution fails to receive the requisite vote of Tundra Shareholders for approval at the Meeting (including any adjournment or postponement thereof) in accordance with the Interim Order and applicable Law.

Wikinvest © 2006, 2007, 2008, 2009, 2010, 2011, 2012. Use of this site is subject to express Terms of Service, Privacy Policy, and Disclaimer. By continuing past this page, you agree to abide by these terms. Any information provided by Wikinvest, including but not limited to company data, competitors, business analysis, market share, sales revenues and other operating metrics, earnings call analysis, conference call transcripts, industry information, or price targets should not be construed as research, trading tips or recommendations, or investment advice and is provided with no warrants as to its accuracy. Stock market data, including US and International equity symbols, stock quotes, share prices, earnings ratios, and other fundamental data is provided by data partners. Stock market quotes delayed at least 15 minutes for NASDAQ, 20 mins for NYSE and AMEX. Market data by Xignite. See data providers for more details. Company names, products, services and branding cited herein may be trademarks or registered trademarks of their respective owners. The use of trademarks or service marks of another is not a representation that the other is affiliated with, sponsors, is sponsored by, endorses, or is endorsed by Wikinvest.
Powered by MediaWiki