Scrapps, upon further review of the 8-K and ARTICLE VII TERMINATION, AMENDMENT AND WAIVER of the filing it appears that the fee of $120 Mil is payable be either party upon breach of the contract.
If a higher bid came in for GNET?
by Company prior to the vote of the stockholders of Company on
the Agreement, if, after receiving a Superior Offer and in the absence of any
prior breach of the provisions of Section 5.4 of this Agreement, the Board of
Directors of Company determines in good faith, after consulting with outside
legal counsel, that such action is necessary to comply with the fiduciary
duties of the Board of Directors of Company under applicable law; PROVIDED,
HOWEVER, that Company may not terminate this Agreement pursuant to this
subsection (h) until two (2) business days have elapsed following delivery to
Parent of written notice of such determination of Company (which written
notice will inform Parent of the material terms and conditions of the
Superior Offer); PROVIDED, FURTHER, that such termination under this Section
7.1(h) shall not be effective until Company has made payment to Parent of the
amounts required to be paid pursuant to Section 7.3(b)(i).
What if the stockholders decline the merger?
It appears that the contract is conditional upon approval of the stockholders. The BOD have already approved and will recommend approval to the stockholders. I am assuming that a decline does not constitute a breach. I am not an attorney, perhaps either an attorney or a judge will give us the legalities.
Drop dead date.
January 31, 2001 |
