EX-10.24a102investorform.htmAPPENDIX 10.2 Appendix
Vonage Holdings Corp.
Main Street 23
New Jersey 07733
20. September 2018
Ladies and Gentlemen
Recommended Offer for NewVoiceMedia Limited (the “Company”)
We understand that:
on this date:
the Bidder intends to make all shareholders, holders of options and holders of subscription rights of the company an offer to acquire all issued and (due to the exercise of options or subscription rights) shares in the capital of the company ( he "Offer Split") (Is "acquisition“); j
Neither the Offeror nor any of its subsidiaries own shares that are the subject of the Offer;
the takeover is to be effected by means of a contractual takeover bid (within the meaning of Section 974 of the Companies Act 2006) (referred to in this undertaking as "Offer“);
The acquisition will be completed substantially on the terms set out in the formal offering detailing document (the “offer document“); j
The Procurement extends to Offer Shares allotted, issued or transferred while the Offer remains open for acceptance, including Offer Shares allotted, issued or transferred in respect of outstanding options granted by the Company to employees of the NewVoiceMedia Group on the NewVoiceMedia -Shares (each such term is defined in the Offer Document) in accordance with the NewVoiceMedia Limited EMI General Stock Option Plan Rules, the NewVoiceMedia Limited Unapproved Stock Option Plan Rules and various independent option agreements (Is "corporate options’) operated by the company.
In consideration of the fact that the Bidder agrees to complete the Acquisition, we warrant the following:
we have full legal capacity to enter into this obligation and perform any obligations arising therefrom in accordance with the Terms;
we or one or more of our Affiliates (as defined below) are the registered owner and/or beneficial owner (or we can control the exercise of all rights therein, including the ability to obtain the transfer), the number and class of Offer Shares, specified in Column 3 of Schedule 1 to this Commitment (the “Split”), a term which includes all other shares of the Company (i) issued in respect of the Shares or into which the Shares may be converted, divided or consolidated as a result of any reorganization of the share capital of the Company; and (ii) in which we acquire an interest, in each case after such date, and such shares are clear of all mortgages, liens, encumbrances, shares, liens and other rights of third parties;
the information on the company's interest in securities set out in Annex 1 to this obligation is complete and correct; It is
Except as set forth in Schedule 1 of this Commitment, neither we nor our affiliates have any interest in, or right to subscribe for, purchase or otherwise acquire any offering of, shares or securities in the Company. Company.
Agreements and Commitments
In consideration of Bidder's agreeing to proceed with the Acquisition, we irrevocably and unconditionally represent and warrant that:
We will not, and we will ensure that our Affiliates do not, prior to Completion of the Acquisition (or Effective Date, as applicable) or Expiration (pursuant to Section 7 below), whichever occurs first:
sell, transfer, encumber, encumber, grant or dispose of any option, or the sale, transfer, encumbrance or other disposition or creation or grant of any other lien or option on or over all or any of the Shares (or any right, warrant or option to subscribe for Shares other than in connection with their exercise and/or cancellation pursuant to paragraph 4(a) below), except by reason of the acquisition or execution of a related transaction or a substantially similar economic effect or agreement to do any of the foregoing , including but not limited to entering into or agreeing to enter into derivative transactions in relation to the Shares; any
(except by virtue of acquisition) entering into, or permitting the entering into of, an agreement or other arrangement, or entering into, or permitting into existence of, an obligation:
perform any or all of the acts or things referred to in paragraph 3(a)(i); any
which would or could prevent us, in relation to the Shares, from fulfilling our obligations under paragraph 4 below,
and for the avoidance of doubt, references in this Paragraph 3(a)(ii) to any agreement, understanding or undertaking shall include any such agreement, understanding or undertaking, whether or not subject to any terms or conditions or effective on or after the closing of the Acquisition (or, if applicable, becomes effective) or expiration or after such obligation ceases to be binding or any other event, but excludes any contract we enter into pursuant to paragraph 3(c) below;
prior to the completion of the Acquisition (or the Effective Date, as the case may be) or expiration (subject to paragraph 7 below), whichever occurs first, we will not solicit as shareholders in the Company without the consent of the bidder, or at the request of any general meeting or group meeting of the company, which may restrict or prevent the offer from becoming unconditional;
prior to the completion of the Acquisition (or, if applicable, the Effective Date) or expiration (subject to paragraph 7 below), whichever occurs first, we will not acquire (and ensure that our Affiliates do not acquire) any interest in any material warranty have on it). of the Company or the Bidder, unless such interest arises from the grant or exercise of options or awards on the Offered Shares under the Company Options or any other stock option program to or by us and, if any, such interest in relevant securities (including for these purposes shares resulting from the exercise of options set out in Schedule 1 to this Commitment) are acquired by us or our affiliated companies, such interest in relevant securities shall be deemed to be in the for the purposes of that company contain the term "shares" ; It is
To the extent not publicly available, we will keep the terms (but not the existence) of this obligation confidential if we are able to disclose them: (i) to the extent required by applicable law; (ii) the measure announced in the Offer Document or otherwise already publicly known; (iii) the Company and its advisors; and (iv) our professional advisers and their representatives for the purpose of negotiating and advising on the substance of this commitment, in the case of (iii) and (iv) when appropriate and in which case we will direct such information under the to be treated confidentially under the same conditions. Nothing in this paragraph 3(d) will survive the termination of this obligation.
Considering that the Bidder agrees to make the Offer, we irrevocably and unconditionally undertake to the Bidder that:
we will accept or seek to accept the Offer in relation to the Shares in accordance with the acceptance procedure described in the Offer Document as soon as possible, in any event immediately after publication of the Offer Document (or, in relation to Shares offered to us or our Affiliates after publication of the Offer Document allotted, within 48 hours of such allotment or acquisition) and in relation to share certificates, we will send the relevant share certificates to the offeror or his nominated representative (or such form of compensation acceptable to the Directors of the Company in respect of on lost share certificates) upon acceptance;
we will not withdraw any acceptance of the Offer in relation to the Shares and ensure that no right to withdraw any acceptance in relation to the Shares is exercised; It is
us, subject to the provisions of the Company's articles of incorporation as at the date of this publication (the "Article’) upon Bidder’s written request (including by email to the email address given on page 1) automatic, unconditional and immediate release to Bidder (thereafter: (i) it shall be deemed to have been executed; and (ii) immediately delivered by Bidder to Company on our behalf) the Towing Notice (as defined in the Articles) signed by us on that date and subject to Bidder's appointment; It is
we will not (i) interfere with the delivery of the Purchase Notice (as defined in the Articles) in the form agreed upon to all shareholders of the Company who have not accepted the Offer by the Return Date; and (ii) the completion of the sale of the Restricted Shares (as defined in the Articles) and the registration of the Offeror as holder of the Restricted Shares in the register of the Company.
In the event that the Offer is modified or supplemented in non-material respects with the consent of the Company, we acknowledge and agree that this commitment shall remain binding mutatis mutandis with respect to the Shares. Notwithstanding the foregoing, this obligation will not continue if any modification of the offer is materially disadvantageous to us or represents a reduction in the value of the revised offer compared to the consideration or terms previously offered.
We will promptly provide you with any information which is available to us in our capacity as a shareholder in the company and in relation to the interests of any associated company which we require in connection with the acquisition to enable you to comply with the Companies Act 2006 and all provisions cool. or legal requirement and will promptly notify you in writing of any material change in the accuracy or meaning of any information we have previously provided to you.
The Offeror acquires the Shares free of any encumbrances, encumbrances, options, equity or encumbrances and of any rights and interests of third parties of any kind and together with all present and future rights inherent or accruing, including voting rights and rights, all dividends of any kind and other distributions (if present) declared, made or paid hereunder to be received and retained in full.
We consent to the issuance of the Offering Document, which contains references to us and the terms of this Commitment. We anticipate that this commitment will be available during the offer period if the acquisition is consummated and that details thereof will be contained in the offer document, and we agree that such document will contain references to us and that company's policies .
Subject to paragraph 7, in order to ensure compliance with our obligations hereunder, we irrevocably appoint a director of the Bidder as our legal counsel on our behalf and (if we fail to comply with any of the obligations under this obligation) on our behalf any Declarations of Acceptance to be issued with the Offer Document in respect of execute and deliver the Shares and sign, execute and deliver all documents and do all acts and things necessary for the performance of the obligations under this obligation provided that:
the Agent will not check box 5 of the Offer Document Acceptance Form and will not have the authority to bind us to the terms of the Administrative Guarantee Deed (as defined in the Offer Document); It is
Attorney will arrange for any consideration due to us to be paid in US dollars.
We will cause the registered holder of Shares to perform the obligations in paragraphs 3 to 6 (inclusive) of this obligation in respect of the relevant Shares as if they were a party to and obliged to do so;
Where the Shares are registered in the name of a nominee, we direct the nominee to act as if it were bound by the terms of this irrevocable commitment and will take all steps and actions necessary to comply with the terms of this instrument. Act as if we were the registered holder of the shares registered in the name of that nominee.
right to choose
From the publication of the Offer Document until the expiry of this obligation (according to paragraph 7 below) or the First Settlement Date (as defined in the Offer Document):
as a shareholder, we will only exercise and receive the voting rights attached to the Shares in a material resolution (as defined below) to approve the Acquisition and all matters directly related to or inconsistent with the approval and consummation of the Acquisition;
As a Shareholder, we will exercise and exercise the rights attached to the Shares to requisition or attend a general meeting or general meeting of the Company under Section 303 of the Companies Act 2006 to consider: a Material Resolution and summons the Company to make such Resolution only to approve the Acquisition and all matters directly related to or not inconsistent with the approval and consummation of the Acquisition;
for the purposes of voting on any material resolution approving the Acquisition and all matters directly related thereto, other than a material resolution relating to any changes or amendments to the Offer that are materially disadvantageous to us (including, but not limited to, any changes or amendments, a reduction in the value of the Offer so amended as compared to the consideration or terms previously offered), we will make any representation in respect of the Shares made in writing by the Bidder's nomination of a person nominated by the Bidder; It is
for the purposes of this paragraph “Relevant resolution" Half:
a resolution of stockholders (whether or not amended) proposed at any general or class meeting of the Company or at any postponed meeting, the approval of which is required to consummate the acquisition or which, if passed, becomes a condition of the Company's acquisition that fails, or that prevents or frustrates the Acquisition (including, for the avoidance of doubt, any resolution approving any Scheme of Settlement with respect to the Company that is proposed in competition with the Acquisition);
a resolution by Shareholders to adjourn any general meeting or class meeting of the Company the business of which involves consideration of any resolution contained in paragraph (i); It is
a shareholder resolution amending any resolution contained in paragraph 6(d)(i) or 6(d)(ii).
This obligation (including the nomination in paragraph 5(d)) shall no longer be in force, in which event this obligation shall automatically terminate and lose its force and effect and neither party shall have any claim against the other (other than in respect of early default). the date on which the offer is withdrawn or expires according to the terms of the offer document.
in this undertaking"affiliates" means, in relation to an individual, a corporation, partnership, limited liability company, joint venture, association, corporation, trust, unincorporated organization or governmental agency (a "Persona’), but in any event, any other person who controls, is controlled by, or is under common control with one or more intermediaries, directly or indirectly through one or more intermediaries, excludes any portfolios or investee companies in which we or our affiliates have a part. Investment. Where "Check"means, in relation to any person, possession, direct or indirect, of power to direct or cause to be directed the administration and policies of that person, whether by ownership of voting securities, by contract or otherwise. The terms "controlled by“, „under joint control with"EU"Rules' will have correlative meanings.
In this commitment reference is made to a document in the "agreed form' are signed for this document in the agreed format and with your initials for identification purposes by us and the bidder or on our behalf.
The benefit of this commitment cannot be assigned by the Bidder or its legal successors.
Without prejudice to any other right or remedy that Bidder may have, we acknowledge and agree that damages may not be an adequate remedy for our breach of any of my obligations under this obligation. Bidder shall be entitled to seek injunctive relief, performance and other equitable remedies for any actual or threatened breach of this obligation, and evidence of specific damages shall be required in order for Bidder to enforce its rights under this obligation.
Any time, date or period referred to in this Commitment may be extended by mutual agreement between us and the Bidder, but in relation to any originally stated or extended time, date or period, time is of the essence.
This obligation may be formalized in more than one copy, each of which constitutes an original and all together constitute a single contract.
This engagement will be governed by and construed in accordance with English law and any claim and dispute (including non-contractual claims and disputes) arising out of or in connection with this engagement, its subject matter, its dealing or its formation will be governed by and construed by English law Right. . Each party irrevocably submits to the exclusive jurisdiction of the English courts provided that any judgment of a court may be enforced in any court of competent jurisdiction.
SIGNED AND DELIVERED
as written by:
in the presence of:
name of witness
address of the witness
witness the occupation
We agree and accept the terms of this engagement.
In the name of and in the name of
Vonage Holdings Corp.
The following represents my ownership interests in the Company:
Number and Class of Shares
Options, warrants or other rights to purchase or subscribe for Shares