This excerpt taken from the VRSN 10-K filed Mar 16, 2005.
FURTHER COVENANTS
11.1
Based on the representations of the SELLERS in the INVESTMENT REPRESENTATION LETTERS, shares of VERISIGN as provided in Section 3.2 lit. b) pursuant to an exemption or exemptions
from registration under Section 4(2) of the (U.S.) Securities Act of 1933 as amended, Regulation D and/or Regulation S promulgated under the (U.S.) Securities Act of 1933 as amended and the exemptions from qualification under applicable state
securities laws. Shares shall be issued in compliance with all applicable provisions of, and rules under, the (U.S.) Securities Act of 1933 as amended in connection with the offering and issuance of shares of VERISIGN COMMON STOCK pursuant to this
AGREEMENT. Holders of shares of VERISIGN COMMON STOCK to be issued pursuant to this AGREEMENT shall be wholly responsible for compliance with all United States federal and state securities laws regarding the sale, transfer or other disposition of
such shares.
11.2
From and after the date of this AGREEMENT until the earlier of the CLOSING DATE or a date a rescission of this AGREEMENT in accordance with Section 15 becomes effective, none of
SELLERS or the SAMWER BROTHERS shall, directly or indirectly, including through any officer, director, employee, representative or agent, nor shall they permit the COMPANY to, (i) solicit,
initiate, or knowingly encourage any inquiries or proposals that constitute, or could reasonably be expected to lead to, a proposal or offer for a merger, consolidation, business
combination, sale of all or substantially all of the assets, sale of shares of capital stock (including without limitation by way of a tender offer or initial public offering) or similar transactions involving the COMPANY and its SUBSIDIARIES (any
of the foregoing inquiries or proposals being referred to in this AGREEMENT as a “TAKEOVER PROPOSAL”) other than the transactions contemplated by this AGREEMENT, (ii) engage in negotiations or discussions concerning, or provide any
non-public information to any person relating to any TAKEOVER PROPOSAL, or (iii) agree to, approve or recommend any TAKEOVER PROPOSAL.
The SELLERS shall notify the PURCHASER immediately (and no later than 24 hours) after receipt by the SELLERS, the COMPANY or its SUBSIDIARIES (or its advisors or agents) of any
bonafide TAKEOVER PROPOSAL or any request for information in connection with a bonafide TAKEOVER PROPOSAL or for access to the properties, books or records of the COMPANY or its SUBSIDIARIES by any person that informs the SELLERS, the COMPANY or its
SUBSIDIARIES that it is considering making, or has made, a bonafide TAKEOVER PROPOSAL. Such notice shall be made orally and in writing and shall indicate in reasonable detail the identity of the offeror and the terms and conditions of such proposal,
inquiry or contact.
11.3
For each violation of Section 11.2 a violating party shall be obligated to pay an amount of EUR 1.000.000 to the PURCHASER. A violation does not require any fault, whether negligent
or intentional, by the individual party. Each week of a violation of Section 11.3 shall be deemed as a separate violation within the meaning of sentence 1. The right of the PURCHASER for damages or injunctive relief shall remain unaffected.
Contractual penalties paid according to Section 11.3 sentence 1 shall be credited towards a claim for damages.
11.4
The SELLERS shall promptly notify the PURCHASER of (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection
with the transactions contemplated by this AGREEMENT, (ii) any notice or other communication from any government entity in connection with the transactions contemplated by this AGREEMENT, (iii) any event or circumstance that would reasonably be
likely to give rise to a MATERIAL ADVERSE CHANGE or (iv) any action, suit, claim, investigation or proceeding commenced relating to the COMPANY or any of its SUBSIDIARIES that, if pending on the date of this AGREEMENT, would have been required to
have been disclosed pursuant to Section 5.1.53.
The SELLERS shall use commercially reasonable best efforts to cause the COMPANY to cooperate with the PURCHASER regarding the implementation of processes and procedures for
compliance with Section 404 of the Sarbanes-Oxley Act of 2002, it being specifically understood and agreed that such implementation shall not be a condition to closing hereunder.
11.6
The SELLERS shall use their best efforts to cause the COMPANY to enter into agreements in the form attached hereto as APPENDIX 11.6 with all holders of STOCK OPTIONS
as set out inAPPENDIX 5.1.2 according to which these holders waive any and all rights arising from their respective STOCK OPTIONS and current and future rights under the STOCK OPTION PLAN and arising from and in connection with the
prior granting of STOCK OPTIONS of the COMPANY. The SELLERS shall bear any and all costs involved with such waiver agreements, including, but not limited to any and all social security contributions and taxes that are required to be withheld in
accordance with applicable laws, and shall indemnify and hold harmless the PURCHASER or the COMPANY, at the PURCHASER’s sole discretion, from any such costs that have not been properly paid or withheld.
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