AMD 2007 Annual Report Download - page 298

Spansion Inc.
Notes to Condensed Consolidated Financial Statements - Continued
(Unaudited)
Law), (ii) receipt of certain regulatory and tax approvals, (iii) the absence of any law or order prohibiting the closing, (iv) the accuracy of the representations and
warranties of the other party at the time of execution of the Merger Agreement (most of which are subject to an overall material adverse effect qualification), and
(iv) compliance in all material respects by the other party with its covenants. The Merger is expected to be consummated no later than the first quarter of 2008.
Concurrently with execution of the Merger Agreement, certain affiliates of Saifun entered into Affiliate Agreements pursuant to which such affiliates
agreed not to make any sale, transfer or other disposition of Spansion securities that they receive as a result of the Merger in violation of the Securities Act of
1933, as amended, and the rules and regulations promulgated thereunder.
Concurrently with entering into the Merger Agreement, certain shareholders of Saifun entered into a Voting Undertaking with Spansion (the “Voting
Undertakings”) pursuant to which they agreed to vote their shares of Saifun (i) for the adoption and approval of the Merger Agreement and the transactions
contemplated thereby, including the Merger (the “Transactions”), (ii) against any action or agreement that would compete with, or materially impede, or interfere
with or that would reasonably be expected to discourage the Transactions or inhibit the timely consummation of the Transactions, and (iii) except for the Merger,
against any alternative business combination transaction, or merger, consolidation, business combination, reorganization, recapitalization, liquidation or sale or
transfer of any material assets of the Company or its subsidiaries not permitted pursuant to the Merger Agreement.
Pursuant to the Voting Undertakings, the signing shareholders also agreed that if Saifun terminates the Merger Agreement under certain circumstances,
and such shareholders subsequently receive consideration for their Saifun shares in an alternative business combination transaction, then the signing shareholders
will pay to Spansion 50 percent of the difference between (i) the sum of the price they would have received in the Merger plus the portion of the cash distribution
they would have received from Saifun and (ii) the price they actually receive in the alternative transaction (which payment will take the same form and
proportion as the consideration they receive in the alternative transaction).
The Merger Agreement contains certain termination rights for both Spansion and Saifun and further provides that, upon termination of the Merger
Agreement under specified circumstances, Saifun may be required to pay Spansion a termination fee of $8.0 million.
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Source: ADVANCED MICRO DEVIC, 10-K, February 26, 2008