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Microcap & Penny Stocks : Restaurant Teams International, Inc.-RTIN -- Ignore unavailable to you. Want to Upgrade?

To: TraderGreg who wrote (3245)	9/12/2000 11:24:26 PM
From: TraderGreg	Read Replies (1) \| Respond to of 3351

This is from the Merger Agreement between RTIN and RSI included as an appendix in an 8K filed on 3/7/2000. Paragraphs e in Section 7.1 is the operative paragraph. Since it provides a unilateral ability for either party to terminate, its inclusion almost guarantees that the terminated party would probably sue. But, it is up to that terminated party to prove that the termination was groundless. ARTICLE VII. TERMINATION, AMENDMENTS; WAIVER SECTION 7.1 Termination. This Agreement may be terminated and the Merger contemplated hereby may be abandoned at any time notwithstanding approval thereof by the Purchaser and Company, but prior to the Effective Time: (a) by mutual written consent duly authorized by the Boards of Directors of Company and Purchaser; (b) by Purchaser or the Company if the Effective Time shall not have occurred on or before February 29, 2000, unless such failure is caused by the party seeking termination; (c) by Purchaser or the Company if any court of competent jurisdiction or other Governmental Authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the Merger or if litigation or proceedings shall be pending that are reasonably likely to result in any of the foregoing; (d) by the Company, if Purchaser shall not have performed all obligations required to be performed by them under this Agreement, except where any failures to perform would, in the aggregate, not materially impair or delay the ability of Purchaser and the Company to effect the Merger; or (e) by the Company or Purchaser, if there shall have been a breach of any of the covenants contained herein or if any representation or warranty made by any other party is untrue in any material respect. I believe the breach that triggered RSI's decision to terminate was a failure by RTIN to perform as promised. The courts will decide...that's the American way. TG