This excerpt taken from the NDAQ 8-K filed May 31, 2007.
Investor AB, Nordea Bank AB and Magnus Böcker (the Investors), which own in the aggregate 19,094,698 shares of OMX, representing approximately 16.6% of the outstanding shares of OMX, have each entered into irrevocable undertakings with Nasdaq, pursuant to which each Investor has agreed to (i) accept the Offer and tender all of its shares in the Offer immediately prior to, but conditioned upon, the Offer being declared unconditional, (ii) elect to receive shares of Nasdaq common stock in the Offer if the Offer includes a mix and match facility which has an equalizing mechanism designed to achieve substantially similar value between the offered alternatives and (iii) support Nasdaq to a reasonable extent and where capable of doing so (including by exercising voting rights) in Nasdaqs implementation of the Offer and oppose the taking of any action which may prejudice or frustrate the Offer.
Additionally, each Investor has agreed not to (i) offer, sell, transfer, charge, pledge or grant any option over or otherwise dispose of any of its OMX shares, whether directly or indirectly, except to Nasdaq under the Offer, (ii) accept any other offer in respect of any of its OMX shares (iii) directly or indirectly solicit proposals or offers from third parties for the acquisition of all shares in OMX, (iv) propose or vote in favor of any resolution for payment of dividends or other value distributions by OMX (whether in cash or otherwise and whether to the shareholders of OMX or to a third party), or propose or vote in favor of any other resolution, or take any action or make any statement, which could prejudice or frustrate the Offer, or (v) withdraw its acceptance of the Offer.
Each Irrevocable Undertaking will automatically terminate under certain circumstances, including if (i) the Offer is not declared unconditional before December 15, 2007, (ii) a material adverse change has occurred with respect to Nasdaq, (iii) the recommendation of the Offer by the OMX board is withdrawn, (iv) prior to the Offer being declared unconditional, a bona fide unsolicited third party public offer is made for all of the shares of OMX which corresponds to an offer value in SEK equal to or exceeding SEK 220 per OMX share or (v) prior to the Offer being declared unconditional, the value of the Offer, as accepted by the Investors, would equate to less than SEK 190 per share during a period of 15 consecutive trading days, based upon the volume weighted average price of Nasdaq shares during such period.
Pursuant to the Irrevocable Undertakings, Nasdaq has agreed to certain restrictions on its ability to transfer shares of OMX acquired from the Investors for a period of nine months following the consummation of the Offer.
The foregoing description of the Irrevocable Undertakings does not purport to be complete and is qualified in its entirety by reference to the Irrevocable Undertakings, copies of which are filed as Exhibits 10.2 through 10.4 hereto and which are hereby incorporated into this report by reference.