REG-VerizonCommunication: Acquisition(s) <Origin Href="QuoteRef">FLTX.N</Origin> <Origin Href="QuoteRef">VZ.N</Origin> - Part 8

Verizon CommunicationsAnnouncement

01/08/2016 13:05

- Part 8: For the preceding part double click  ID:nPRr16C64g 

Securities Act, the Exchange Act, the SEC, the rules of the
NYSE or any Relevant Authority (including, without limitation, the Panel), the
Parties shall consult together as to the terms of, the timing of and the
manner of publication of any formal public announcement which either Party may
make primarily regarding the Acquisition, the Scheme or this Agreement. 
Verizon and Fleetmatics shall give each other a reasonable opportunity to
review and comment upon any such public announcement and shall not issue any
such public announcement prior to such consultation, except as may be required
by applicable Law, the Act, the Takeover Rules, a court order, the Securities
Act, the Exchange Act, the SEC, the rules of the NYSE or any Relevant
Authority (including, without limitation, the Panel).  The Parties agree that
the initial press release to be issued with respect to the transactions
contemplated by this Agreement shall be in the form of the Rule 2.5
Announcement. For the avoidance of doubt, the provisions of this Clause 10.1
do not apply to (a) any announcement, document or publication in connection
with a Fleetmatics Alternative Proposal or Fleetmatics Superior Proposal or a
change in the Scheme Recommendation or any amendment to the terms of the
Scheme proposed by Verizon that would effect an increase in the Cash
Consideration whether before or after a withdrawal or adverse modification of
the Scheme Recommendation.

10.2          Notices

(a)               Any notice or other document to be served
under this Agreement may be delivered by overnight delivery service (with
proof of service) or hand delivery, or sent by electronic mail, to the Party
to be served as follows:

(i)                 if to Verizon, to:

Verizon Communications Inc.
One Verizon Way
Basking Ridge, New Jersey 07920
E-mail:       william.horton@verizon.com

                   michael.rosenblat@verizon.com
Attention: William L. Horton, Jr., Senior Vice President, Deputy General  
Counsel and Corporate Secretary

                   Michael Rosenblat, Vice President,
Associate General Counsel

with copies to:

Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, NY 10006
E-mail:       eklingsberg@cgsh.com

                   nmarkel@cgsh.com
Attention:  Ethan A. Klingsberg

                   Neil R. Markel

and

Macfarlanes LLP

20 Cursitor Street

London EC4A 1LT

E-mail:       Nicholas.Barclay@macfarlanes.com

                   graham.gibb@macfarlanes.com

Attention:  Graham Gibb
                   Nicholas Barclay

and

A & L Goodbody
1 North Wall Quay
International Financial Services Centre
Dublin 1, Ireland
E-mail:       dwidger@algoodbody.com
                   mward@algoodbody.com

Attention: David Widger 
                   Mark Ward

(ii)               if to Fleetmatics, to:

Fleetmatics Group PLC
Block C, Cookstown Court
Belgard Road

Tallaght

Dublin 24, Ireland

E-mail:       Sharon.Levine@Fleetmatics.com
Attention: Sharon Levine

with copies to:

Goodwin Procter LLP
100 Northern Avenue
Boston, MA 02210

E-mail:       kgordon@goodwinprocter.com

                   jmatarese@goodwinprocter.com

                   jtheis@goodwinprocter.com

Attention:  Kenneth J. Gordon

                   James A. Matarese

                   Joseph C. Theis

and

Maples and Calder

75 St. Stephen’s Green

Dublin 2, Ireland

E-mail:       edward.miller@maplesandcalder.com

                   patrick.quinlan@maplesandcalder.com

Attention:  Edward Miller
                   Patrick Quinlan

or such other postal address or e-mail address as it may have notified to the
other Party in writing in accordance with the provisions of this Clause 10.2.

(b)               Any notice or document shall be deemed to have
been served:

(i)                 if delivered by overnight delivery or by
hand, at the time of delivery; or

(ii)               when received when sent by e-mail by the
party to be notified; provided, however, that notice given by e-mail shall not
be effective unless either (i) a duplicate copy of such e-mail is promptly
given by one of the other methods described in this Clause 10.2 or (ii) the
receiving party delivers a written confirmation of receipt for such notice
either by e-mail or any other method described in this Clause 10.2.

10.3          Assignment

No Party shall assign all or any part of the benefit of, or rights or benefits
under, this Agreement without the prior written consent of the other Parties;
provided that Verizon may assign any or all of its rights and interests
hereunder to one or more of its Subsidiaries, provided the prior consent in
writing has been obtained from the Panel in respect of such assignment, but no
such assignment shall relieve Verizon of its obligations hereunder.

10.4          Counterparts

This Agreement may be executed in any number of counterparts, all of which,
taken together, shall constitute one and the same agreement, and each Party
may enter into this Agreement by executing a counterpart and delivering it to
the other Party (by hand delivery, facsimile process, e-mail or otherwise).

10.5          Amendment

No amendment of this Agreement shall be binding unless the same shall be
evidenced in writing duly executed by each of the Parties, except that,
following approval by the Fleetmatics Shareholders, there shall be no
amendment to the provisions hereof which by applicable Law would require
further approval by the Fleetmatics Shareholders without such further approval
nor shall there be any amendment or change not permitted under applicable Law.

10.6          Entire Agreement

This Agreement, together with the Confidentiality Agreement, the Expenses
Reimbursement Agreement and any documents delivered by Verizon and Fleetmatics
in connection herewith (including the Verizon Disclosure Schedule and the
Fleetmatics Disclosure Schedule), constitutes the entire agreement and
supersedes all prior agreements and understandings, both written and oral,
between Verizon and Fleetmatics with respect to the subject matter hereof, it
being understood that the Confidentiality Agreement shall survive the
execution and delivery of this Agreement.

10.7          Inadequacy of Damages

Each Party agrees that damages would not be an adequate remedy for any breach
by it of this Agreement and accordingly each Party shall be entitled, without
proof of special damages, to the remedies of injunction, specific performance
or other equitable relief for any threatened or actual breach of this
Agreement.

10.8          Remedies and Waivers

No delay or omission by either Party to this Agreement in exercising any
right, power or remedy provided by Law or under this Agreement shall:

(a)               affect that right, power or remedy; or

(b)               operate as a waiver of it.

The exercise or partial exercise of any right, power or remedy provided by Law
or under this Agreement shall not preclude any other or further exercise of it
or the exercise of any other right, power or remedy.

10.9          Severability

(a)               If any term, provision, covenant or condition
of this Agreement or the Acquisition  is held by a court of competent
jurisdiction or other Relevant Authority to be invalid, void or unenforceable,
the parties shall negotiate in good faith to modify this Agreement or, as
appropriate, the terms and conditions of the Acquisition, so as to effect the
original intent of the Parties as closely as possible in an equitable manner
in order that the transactions contemplated hereby be consummated as
originally contemplated to the fullest extent possible in accordance with
applicable law.  Notwithstanding the foregoing, the Parties intend that the
remedies and limitations thereon contained in this Agreement (including,
without limitation, Clauses 9.1(b), 9.1(c) and 9.1(d)) and the Expenses
Reimbursement Agreement shall be construed as integral parts of the
transactions contemplated hereby and thereby and therefore shall not be
severable in any manner that increases or decreases a Party’s liability or
obligations hereunder or thereunder.

(b)               If at any time any provision of this Agreement
is or becomes illegal, invalid or unenforceable in any respect under the Law
of any jurisdiction, that shall not affect or impair:

(i)                 the legality, validity or enforceability
in that jurisdiction of any other provision of this Agreement; or

(ii)               the legality, validity or enforceability
under the Law of any other jurisdiction of that or any other provision of this
Agreement.

10.10      No Partnership and No Agency

(a)               Nothing in this Agreement and no action taken
by the Parties pursuant to this Agreement shall constitute, or be deemed to
constitute, a partnership, association, joint venture or other co-operative
entity between any of the Parties.

(b)               Nothing in this Agreement and no action taken
by the Parties pursuant to this Agreement shall constitute, or be deemed to
constitute, any Party the agent of any other Party for any purpose.  No Party
has, pursuant to this Agreement, any authority or power to bind or to contract
in the name of any other Party.

10.11      Further Assurance

Without limitation to the provisions of this Agreement, the Parties will, and
will procure that each member of their respective Groups will, issue, execute
or despatch such documentation in a timely fashion or take other actions as is
necessary or desirable to facilitate the implementation of the Acquisition or
carry out the purposes of this Agreement.

10.12      Costs and Expenses

Save for:

(a)               the Panel’s document review fees (which
shall be borne and discharged by Verizon), and

(b)               the filing fees incurred in connection with
notifications with any Relevant Authorities under any Antitrust Laws (which
shall be borne and discharged by Verizon);

each Party shall pay its own costs and expenses of and incidental to this
Agreement, the Acquisition and all other transactions contemplated hereby,
except as otherwise provided in this Agreement.

10.13      Governing Law and Jurisdiction

(a)               This Agreement shall be governed by, and
construed in accordance with, the Laws of the State of Delaware, without
regard to the conflicts of law rules that would result in the application of
the Laws of any other jurisdiction; provided, however, that the Acquisition
and the Scheme and matters related thereto (including matters related to the
Takeover Rules) and matters relating to the fiduciary duties of the
Fleetmatics Board shall be governed by, and construed in accordance with, the
Laws of Ireland.

(b)               Each of Fleetmatics, Verizon and Bidco
irrevocably agrees that the Chancery Court of the State of Delaware and any
state appellate court therefrom, or, if the Chancery Court of the State of
Delaware does not have proper jurisdiction, the Federal District Court for the
District of Delaware located in Wilmington, Delaware, and any federal
appellate courts therefrom, shall have exclusive jurisdiction to settle any
dispute arising out of or in connection with this Agreement, and, for such
purposes, irrevocably submits to the exclusive jurisdiction of such courts.
Any proceeding, suit or action arising out of or in connection with this
Agreement shall therefore be brought in the Chancery Court of the State of
Delaware and any state appellate court therefrom, or, if the Chancery Court of
the State of Delaware does not have proper jurisdiction, the Federal District
Court for the District of Delaware located in Wilmington, Delaware, and any
federal appellate court therefrom. Notwithstanding the foregoing, the Scheme
and matters related to the sanction thereof shall be subject to the
jurisdiction of the High Court and any appellate courts therefrom.

(c)               Each of the Parties hereto acknowledges and
irrevocably agrees (i) not to bring or permit any of their Affiliates to bring
or support anyone else in bringing any such Action in any court other than as
expressly set forth in Clause 10.13(b) (including for the avoidance of doubt,
by not seeking to remove any such Action from the Chancery Court of the State
of Delaware to the Federal District Court for the District of Delaware located
in Wilmington, Delaware or any federal appellate courts therefrom unless the
Chancery Court of the State of Delaware does not have proper jurisdiction),
(ii) to waive and hereby waive, to the fullest extent permitted by Law, any
objection which any of them may now or hereafter have to the laying of venue
of, and the defence of an inconvenient forum to the maintenance of, any such
Action in any such courts, as applicable, (iii) that a final judgment in any
such Action shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by Law and (iv) that any
such Action shall be governed by, and construed in accordance with, the Laws
of Ireland or the Laws of the State of Delaware, as expressly set forth in
Clause 10.13(a).

(d)              Each Party hereto hereby waives, to the fullest
extent permitted by APPLICABLE LAW, any right it may have to a trial by jury
in respect of any Action arising out of THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT (including any action, proceeding or
counterclaim).

10.14      Third Party Beneficiaries

Except as provided in Clause 7.3, this Agreement is not intended to confer
upon any person other than Fleetmatics and Verizon any rights or remedies
under or by reason of this Agreement.

10.15      Non Survival of Representations and Warranties

None of the representations and warranties in this Agreement shall survive the
Completion or the termination of this Agreement.

 

IN WITNESS whereof the Parties have entered into this Agreement on the date
specified above.

GIVEN under the common seal
of Fleetmatics Group PLC

/s/ James M.
Travers                                       

Director

 

IN WITNESS whereof the Parties have entered into this Agreement on the date
specified above.

SIGNED for and on behalf of

Verizon Communications Inc. by its authorised signatory:

/s/ John N.
Doherty                                        

Name:  John N. Doherty

Title: Senior Vice President of Corporate Development

 

IN WITNESS whereof the Parties have entered into this Agreement on the date
specified above.

SIGNED for and on behalf of

Verizon Business International Holdings B.V., by its authorised signatory:

/s/ William Van
Saders                                   

Name: William Van Saders

Title: Managing Director A



Copyright (c) 2016 PR Newswire Association,LLC. All Rights Reserved