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17 VONAGE ANNUAL REPORT 2013
Under our 2013 Credit Facility, a “change of control” would
result from the occurrence of, among other things, the acquisition by
any person or group (other than Mr. Citron and his majority-controlled
affiliates) of 35% or more of the voting and/or economic interest of our
outstanding common stock on a fully-diluted basis. The definition of
“change of control” in the 2013 Credit Facility remains the same as under
the credit facility that we entered into in July 2011, a copy of which has
been previously filed with the Securities and Exchange Commission as
Exhibit 10.1 to a Form 8-K filed by us on July 29, 2011.
Further, we were named as a defendant in several suits that
related to patent infringement and entered into agreements to settle
certain of the suits in 2007. Certain terms of those agreements, including
licenses and covenants not to sue, will be restricted upon a change of
control, which may discourage certain potential purchasers from
acquiring us.
Such provisions could have the effect of depriving
stockholders of an opportunity to sell their shares at a premium over
prevailing market prices. Any delay or prevention of, or significant
payments required to be made upon, a change of control transaction or
changes in our board of directors or management could deter potential
acquirors or prevent the completion of a transaction in which our
stockholders could receive a substantial premium over the then-current
market price for their shares.
ITEM 1B. Unresolved Staff Comments
Not applicable.
ITEM 2. Properties
The following is a summary of our offices and locations:
Location Business Use
Square
Footage
Lease
Expiration
Date
Holmdel, New Jersey Corporate Headquarters, Network Operations, Customer Service, Sales and
Marketing, Administration 350,000 2017
London, United Kingdom Sales and Marketing, Administration 3,472 2015
Atlanta, Georgia Sales and Marketing, Administration, and Product Development 65,824 2014
Tel Aviv, Israel Application Development 7,158 2015
426,454
We believe that the facilities that we occupy are adequate for our current needs and do not anticipate leasing any additional space.
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