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VRSN » Topics » TERM, TERMINATION, AMENDMENT AND WAIVER

This excerpt taken from the VRSN 10-K filed Mar 3, 2009.

TERM, TERMINATION, AMENDMENT AND WAIVER

 

8.1 Term

 

This Arrangement Agreement shall be effective from the date hereof until the earlier of the Effective Time and the termination of this Arrangement Agreement in accordance with its terms.

 

8.2 Termination

 

  (1) This Arrangement Agreement may:

 

  (a) be terminated either by the Acquiror or by Certicom if

 

  (i) any Law makes the making or completion of the Arrangement or the transactions contemplated by this Arrangement Agreement illegal or otherwise prohibited;

 

  (ii) the Arrangement shall not have been consummated by the Outside Date for any reason; provided, however, that the right to terminate this Arrangement Agreement under this Section 8.2(1)(a)(ii) shall not be available to any Party whose action or failure to act has been a principal cause of or resulted in the failure of the Arrangement to occur on or before such date and such action or failure to act constitutes a breach of this Arrangement Agreement; or

 

  (iii) the Special Meeting shall have been held and the Shareholder Approval shall not have been obtained thereat or at any adjournment or postponement thereof;

 

  (b) subject to Section 6.4, be terminated by the Acquiror if the Acquiror is not in material breach of its obligations under this Arrangement Agreement and Certicom breaches any of its representations, warranties, covenants or agreements contained in this Arrangement Agreement, which breach would give rise to the failure of a condition set forth in Section 6.2;

 

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  (c) subject to Section 6.4, be terminated by Certicom if Certicom is not in material breach of its obligations under this Arrangement Agreement and the Acquiror breaches any of its representations, warranties, covenants or agreements contained in this Arrangement Agreement, which breach would give rise to the failure of a condition set forth in Section 6.3;

 

  (d) be terminated by Acquiror if, prior to the Effective Time, (i) the Board or Special Committee shall have withdrawn, withheld, qualified or modified in a manner adverse to Acquiror its recommendation of the Arrangement and this Arrangement Agreement (it being understood that publicly taking a neutral position or no position with respect to an Acquisition Proposal beyond a period of ten calendar days after public announcement of an Acquisition Proposal shall be considered an adverse modification), (ii) the Board or Special Committee shall have approved or recommended any Acquisition Proposal; (iii) Certicom shall have breached Section 7.1 in any material respect; or (iv) the Acquiror requests that the Board reaffirm its recommendation of the Arrangement and this Arrangement Agreement and the Certicom Board shall not have done so by the fifth Business Day following receipt of such request; or

 

  (e) be terminated by Certicom in order to enter into a binding written agreement with respect to a Superior Proposal (other than a non-disclosure and standstill agreement permitted by Section 7.1(4)), subject to compliance with Sections 7.1 and 7.2 in all material respects and provided that no termination under this Section 8.2(1)(e) shall be effective unless and until Certicom shall have paid to the Acquiror the amount required to be paid pursuant to Section 7.3;

 

in each case, prior to the Effective Time unless stated otherwise.

 

  (2) If this Arrangement Agreement is terminated in accordance with the foregoing provisions of this Section, this Arrangement Agreement shall forthwith become void and of no further force or effect and no Party shall have any further obligations hereunder except as provided in Sections 7.3, 7.4, 7.5 (including for greater certainty payment of the Termination Fee under any of the circumstances specified in Section 7.3), 9.1, 9.2, 9.3, 9.6 and 9.7 and the Confidentiality Agreement and as otherwise expressly contemplated hereby, and provided that neither the termination of this Arrangement Agreement nor anything contained in this Section 8.2 shall relieve any Party from any liability for any breach by it of this Arrangement Agreement, including from any inaccuracy in its representations and warranties and any non-performance by it of its covenants made herein.

 

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8.3 Waiver

 

Any Party may (i) extend the time for the performance of any of the obligations or acts of the other Party, (ii) waive compliance with any of the other Party’s agreements or the fulfilment of any conditions to its own obligations contained herein, or (iii) waive inaccuracies in any of the other Party’s representations or warranties contained herein or in any document delivered by the other Party; provided, however, that any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such Party and, unless otherwise provided in the written waiver, will be limited to the specific breach or condition waived.

 

"TERM, TERMINATION, AMENDMENT AND WAIVER" elsewhere:

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