EX-10.2
from 8-K
6 pages
1. Definitive and Collateral Agreements. the Parties Shall Incorporate the Terms and Conditions Expressed in This Letter in a Definitive Agreement (The “Definitive Agreement), Which Will Provide for a Simultaneous Signing and Closing, Meaning That the Parties Will Sign the Definitive Agreement and Complete the Transaction on the Closing Date (As Defined Herein), Which Will Be the Same Day. Other Closing Agreements to Give Effect to Arrangements Collateral to the Transaction Shall Be Negotiated by the Parties Concurrently With the Negotiation of the Definitive Agreement. 2. Confidentiality. the Existence and Contents of This Letter and the Term Sheet, and Terms and Negotiations Regarding the Transaction, Are Intended to Be Confidential. Neither Party Shall Discuss With or Disclose to Any Third Party the Existence or Contents of This Letter or Term Sheet or the Discussions of the Parties Regarding a Potential Transaction, Except (I) With the Express Prior Written Consent of the Other Party, (II) as Required by Law, (III) With Such Party’s Directors, Officers, Employees, Attorneys, Lenders (And in the Case of Buyer, Its Prospective Lenders and Other Sources of Capital), Accountants, or Advisors (Collectively, “Representatives”) Directly and Solely for the Purpose of Evaluating and Consummating the Transaction, Including Taking the Actions Contemplated by This Letter, and (IV) Disclosures by Each of the Seller and the Seller to Their Shareholders; Provided, However, That Each Party Shall Be Responsible for Any Breach of the Confidentiality Provisions of This Paragraph 2 by Its Representatives and/or Equity Holders. 3. Announcements. Following the Closing of the Transaction (The “Closing”), Buyer May in Its Discretion Make a Public Announcement Regarding the Transaction; Provided, However, That Buyer Shall Provide Seller a Reasonable Opportunity to Review the Content in Advance of Such Public Announcement
12/34/56
