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IBASIS INC
|
8-K
Nov 23, 4:51 PM ET
IBASIS INC 8-K
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Contents
16
(a) the Settlement Agreement shall have been terminated in accordance with its terms; or
(b) at the expiration of the Offer;
(i) the Majority-of-the-Minority Condition shall not have been satisfied;
(ii) any of the other conditions to the Offer set forth in the Schedule TO (as amended by Amendment Nos. 1 through 7 thereto) shall not have been satisfied;
(iii) the special committee shall have withheld, withdrawn, qualified or modified in a manner adverse to KPN or failed to make the Special Committee Recommendation or publicly recommended or announced its intention to take any action or make any statement inconsistent with the Special Committee Recommendation; and
(iv) the Company shall not have (A) taken the actions necessary to cause the Specified Bylaw Amendments to become effective, (B) delivered to Purchaser the director resignations contemplated by the Settlement Agreement, which resignations shall be valid, binding and effective or (C) otherwise performed in all material respects the obligations, and complied in all material respects with the agreements and covenants, required to be performed by, or complied with by, it as described under “—Directors and Officers”, “— Bylaw Amendments” and “—Rule 14d-10 Matters” above.
· at any time prior to the effective time of the Merger by mutual written agreement of the Company (provided that such termination has been approved by the special committee) and KPN; or
· by either the Company (provided that such termination has been approved by the special committee) or KPN, if prior to the Acceptance Date:
· by KPN prior to the Acceptance Date if, prior to the Acceptance Date, the special committee has made an adverse recommendation change as described under “— Adverse Recommendation Change” above that remains in effect; or
· by the Company if Purchaser shall have terminated the Offer (other than in connection with a valid termination of the Settlement Agreement) or Purchaser shall fail to accept for payment and pay for Shares validly tendered and not withdrawn in the Offer at the expiration thereof.
Item 1.01
Item 1.02
Item 3.03
Item 5.02
Item 8.01
Item 9.01