MAPQUEST COM INC 3
3 · MAPQUEST COM INC · Filed Jan 3, 2000
Insider Transaction Report
Form 3
No transactions or holdings reported in this filing.
Footnotes (2)
- [1]As an inducement for the Reporting Person to enter into an Agreement and Plan of Merger dated as of December 21, 1999 (the "Merger Agreement") and in consideration thereof, the Issuer and the Reporting Person entered into a Stock Option Agreement (the "Option Agreement"), dated as of December 21, 1999, whereby the Issuer granted to the Reporting Person an option (the "Option") to purchase described in Table II above. Upon the terms and subject to the conditions set forth in the Option Agreement, the Reporting Person may exercise the Option, in whole or in part, at any time or from time to time following the occurrence of certain events (each, a "Triggering Event"). In general, Triggering Events include: the termination of the Merger Agreement by reason of (i) the failure of the Issuer's stockholders to approve and adopt the Merger Agreement; (ii) the Board of Directors of the Issuer having (1) approved or recommended, or proposed to approve or recommend, any Acquisition Proposal (as defined in the Merger Agreement) other than the Merger, (2) failed to present and recommend the approval and adoption of the Merger Agreement and the Merger to the stockholders of the Issuer, or withdrawn or modified, or proposed to withdraw or modify, in a manner adverse to the Reporting Person or Merger Sub, its approval or recommendation of the Merger, the Merger Agreement or the transactions contemplated thereby, (3) failed to mail the proxy statement relating to the approval of the Merger Agreement to the Issuer's stockholders when such proxy statement is available for mailing or failed to include therein such approval and recommendation; (4) upon a request by the Reporting Person, failed to publicly reaffirm, within two business days from such request, the approval and recommendation of the Merger, the Merger Agreement or the transactions contemplated thereby, (5) entered, or caused the Issuer or any of its material subsidiaries to enter, into any letter of intent, agreement in principle, acquisition agreement or other similar agreement related to any Acquisition Proposal, (6) taken any action prohibited by Section 4.2 the Merger Agreement (relating to restrictions on soliciting, approving and taking other actions with respect to Acquisition Proposals), (7) materially breached the Option Agreement or (8) resolved or announced its intention to do any of the foregoing; (iii) a third party acquiring beneficial ownership or the right to acquire 20% or more of outstanding shares of capital stock or other equity interests of the Issuer or any material subsidiary; (iv) the Issuer willfully breaching any of its covenants contained in the Merger Agreement, and (v) any of the Stockholders breaching or failing to perform, in any material respect, any representation, warranty, covenant or agreement contained in the Stockholders Agreement such that the breach or failure to perform has a material adverse effect on or materially impedes the ability of the parties to consummate the Merger.
- [2]The Option expires on the date which is one year from the date of termination of the Merger Agreement. In addition, the Option will terminate at the earliest of (i) the completion of the Merger or (ii) the termination of the Merger Agreement other than under circumstances which constitute a Triggering Event. Notwithstanding the termination of the Option, the Reporting Person shall be entitled to purchase those shares of Common Stock with respect to which it may have exercised the Option in accordance with its terms prior to the expiration date. /s/J. Michael Kelly January 3, 2000 --------------------------------------------- -----------------------