Send us Feedback

VeriSign (VRSN)
Analysis
SUMMARY
BULLS
BEARS
TOPICS
Data
DATA CENTRAL
STOCK CHART
Financials
SEC FILINGS
BALANCE
INCOME
CASH FLOW

VRSN » Topics » FINAL PROVISIONS

This excerpt taken from the VRSN 10-K filed Mar 16, 2005.

FINAL PROVISIONS

 

20.1 All expenses, costs, fees and charges in connection with the negotiation, execution or performance of this AGREEMENT, including, without limitations, legal and accounting fees, shall be borne by the PARTY incurring the same. All fees charged by the competent competition authorities in connection with the merger control proceeding shall be equally borne by the PURCHASER and the SELLERS, provided, however that the SELLERS share of the fees shall not exceed EUR 15,000. The PURCHASER or an affiliate within the meaning of Sections 15 et seq. of the German Stock Corporation Act shall bear the costs of Corporate Finance Partner, Bettinastraße 35-37, Frankfurt am Main, and any other legal, accounting and consultancy fees incurred by the COMPANY in connection with the transactions contemplated by this AGREEMENT pursuant to the agreement attached as APPENDIX 20.1 for an amount of up to USD 2,000,000. Expenses, costs, fees and charges of the COMPANY in excess of such amount shall be exclusively born by the SELLERS. SELLERS represent that other than Deutsche Bank AG or one of its affiliates within the meaning of Sections 15 et seq. of the German Stock Corporation Act, including Deutsche Bank Securities, Inc., whose expenses, costs, fees and charges shall be exclusively born by the SELLERS, no agent, broker, investment banker or other person is or will be entitled to a broker’s or finder’s fee or

 

65

Table of Contents
   commission or similar fee in connection with the transactions contemplated by this AGREEMENT. SELLERS agree to indemnify and hold PURCHASER harmless from and against any and all claims, liabilities or obligations with respect to any other fees, commissions or expenses asserted by any person on the basis of any act or statement alleged to have been made by SELLERS.

 

20.2 Any modifications of and amendments to this AGREEMENT including any waiver of this form requirement must be in writing and signed to be binding to the PARTIES, unless any stricter form requirements exist.

 

20.3 The respective rights and obligations of the PARTIES under this AGREEMENT shall not be assignable by a PARTY hereto without the prior written consent of the other PARTY.

 

20.4 This AGREEMENT including its appendices replaces any former stipulations between the PARTIES on the subject matter of this AGREEMENT.

 

20.5 The appendices to this AGREEMENT constitute an integral part of this AGREEMENT.

 

20.6 The failure of a PARTY at any time to require performance by another PARTY of any provision of this AGREEMENT shall in no way affect the right of such PARTY to require performance of that provision and shall not be construed as a waiver to such provision. Any waiver by a PARTY of any breach of any provision of this AGREEMENT shall not be construed as a waiver of any continuing or succeeding breach of such provision.

 

20.7 Terms in capital letters used herein shall have the meaning defined herein, be it by a definition set forth in brackets or by making reference to a schedule attached hereto

 

20.8 Should any provision of this AGREEMENT be or become partly or entirely invalid or unenforceable, this shall not affect the validity of the remaining provisions. The PARTIES are obligated to replace the partly or entirely invalid or unenforceable provision by a valid or enforceable provision which comes as close as possible to the PARTIES’ original economic intent and purpose underlying the invalid or unenforceable provision. The same applies if this AGREEMENT proves to be incomplete; in such event the PARTIES are obligated to agree to the inclusion of a provision which comes as close as possible to the PARTIES’ original economic intent and purpose underlying the missing provision.

 

66

Table of Contents

Frankfurt am Main, May 23, 2004

 

For Summit Holding GmbH:    For easy Tel Telefongesellschaft mbH:

/s/ Dr. Uwe Hartmann

Dr. Uwe Hartmann (pursuant to a power of attorney)

   

/s/ Marc Samwer

Marc Samwer (pursuant to a power of attorney)

For debitel Mobile Services Holding GmbH:    For Dangaard Telecom GmbH:

/s/ Dirk Hoffman

Dirk Hoffmann (pursuant to a power of attorney)

   

/s/ Marc Samwer

Marc Samwer (pursuant to a power of attorney)

For Akazien GmbH:    For Media-Saturn-Holding GmbH:

/s/ Marc Samwer

Marc Samwer

   

/s/ Andreas Schiele

Andreas Schiele (pursuant to a power of attorney)

For Marc Samwer    For Oliver Samwer

/s/ Marc Samwer

Marc Samwer

   

/s/ Marc Samwer

Marc Samwer (pursuant to a power of attorney)

For Alexander Samwer     

/s/ Marc Samwer

Marc Samwer (pursuant to a power of attorney)

     

 

67

Table of Contents
For ZZZ 423 Beteiligungsgesellschaft mbH:    For VeriSign, Inc.:

/s/ Marcus Ross

Marcus Ross

(Geschäftsführer)

   

/s/ Stratton D. Sclavos

Stratton D. Sclavos

(Chief Executive Officer)

 

 

68

Table of Contents
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