The Merger Agreement contains customary representations, warranties and covenants,
including, among others, covenants by the Company to conduct its business in the ordinary course between the date of the Merger Agreement and the closing of the Merger, not to engage in certain kinds of material transactions during such period, to
convene and hold a special meeting of its stockholders for the purpose of obtaining the Company Stockholder Approval, to cooperate with Parent in connection with the financing for the Merger, to obtain regulatory approvals and, subject to certain
customary exceptions, for the Board to recommend that the stockholders adopt the Merger Agreement. The Merger Agreement also contains customary representations, warranties and covenants of Parent and Merger Sub, including a covenant that Parent use
its reasonable best efforts to cause the financing for the Merger to be funded.
The Merger Agreement provides that, during the period
beginning on the date of the Merger Agreement and continuing until 11:59 p.m. (New York time) on the day that is 45 calendar days following the date of the Merger Agreement (the Solicitation Period End Date), the Company may
(i) solicit, initiate, facilitate and encourage the making of Acquisition Proposals (as defined in the Merger Agreement) from third parties and provide nonpublic information to such third parties (subject to entry into acceptable
confidentiality agreements), and (ii) enter into, continue or otherwise participate in any discussions or negotiations with such third parties regarding such Acquisition Proposals or otherwise cooperate with or assist or participate in or
facilitate any such discussions or negotiations or any effort or attempt to make any Acquisition Proposal. From and after the Solicitation Period End Date, the Company will become subject to customary no shop restrictions prohibiting the
Company and its representatives from soliciting Acquisition Proposals from third parties or providing information to or participating in any discussions or negotiations with third parties regarding Acquisition Proposals, subject to certain
exceptions set forth in the Merger Agreement as described below. However, the Company may continue to engage in the foregoing activities with any third party that made a bona fide Acquisition Proposal prior to the Solicitation Period End
Date that, on or before the Solicitation Period End Date, the Board determines in good faith, after consultation with its financial advisors and outside legal counsel, constitutes or would reasonably be expected to lead to a Superior Proposal (as
defined below) (each, an Exempted Person).
Notwithstanding the limitations applicable after the Solicitation Period
End Date, prior to obtaining the Company Stockholder Approval, the Board may effect a Change of Board Recommendation (as defined in the Merger Agreement) if the Company has received a bona fide written Acquisition Proposal (other than as a result of
a breach of Section 5.3 of the Merger Agreement) that the Board determines in good faith, after consultation with its financial advisors and outside legal counsel, taking into account such factors as the Board considers in good faith to be
appropriate (including the conditionality, timing and likelihood of consummation of such proposals) would be more favorable from a financial point of view to the stockholders of the Company than the Merger (taking into account any adjustments to the
Merger Agreement proposed by Parent as described below) (a Superior Proposal) and the Board determines in good faith, after consultation with its outside legal counsel, that the failure to make such a Change of Board
Recommendation in response to the receipt of such Superior Proposal would be inconsistent with its fiduciary duties under applicable law. In addition, prior to obtaining the Company Stockholder Approval, the Board may also, subject to requirements
specified in the Merger Agreement, terminate the Merger Agreement in response to a Superior Proposal. Prior to taking the actions described above, the Company must provide Parent with at least four business days advance written notice (the
Notice Period) of the Companys intention to take such action, which notice shall include a copy of such Superior Proposal and all related documentation. To the extent Parent requests, the Company is required to direct its
representatives to negotiate with Parent in good faith during the Notice Period regarding any amendments or modifications to the Merger Agreement proposed in writing by Parent and intended to cause the relevant Acquisition Proposal to no longer
constitute a Superior Proposal. Following the Notice Period, and taking into account any amendments or modifications proposed by Parent to the terms of the Merger Agreement, the Board may terminate the Merger Agreement if it determines in good
faith, after consultation with its financial advisors and outside legal counsel, that such Acquisition Proposal would continue to constitute a Superior Proposal if such proposed amendments or modifications were to be given effect and that failure to
make a Change of Board Recommendation with respect to such Superior Proposal would be inconsistent with the Boards fiduciary duties under applicable law. Subject to similar provisions and requirements in the Merger Agreement, including a four
business day notice period, the Board may also effect a Change of Board Recommendation with respect to an Intervening Event (as defined in the Merger Agreement).
Parent and Merger Sub have secured committed financing, consisting of a combination of equity to be provided by Francisco Partners and Elliott
Management Corporation and debt to be provided by Barclays, RBC Captial Markets, Deutsche Bank Securities, Mizuho Bank, Ltd., and Jefferies Finance LLC, the aggregate proceeds of which will be sufficient for Parent to pay the aggregate Merger
Consideration and all other closing payments and related fees and expenses. The availability of the debt financing is subject to the satisfaction of customary conditions.
The Merger Agreement contains certain termination rights for both the Company and Parent. If the Merger Agreement is terminated in connection
with the Company entering into a Company Acquisition Agreement (as defined in the Merger Agreement) in respect of a Superior Proposal prior to the Solicitation Period End Date or within one business day following the expiration of any Notice Period
that began on or prior to the business day following the Solicitation Period End Date, the Company will be required to pay to Parent a termination fee of $65 million. Upon termination of the Merger Agreement under specified circumstances,
including with respect to the Companys entry into an agreement with respect to a Superior Proposal other than as described in the preceding sentence or the Board effecting a Change of Board Recommendation, the Company will be required to pay
to Parent a termination fee of $130 million. The termination fee of $130 million may also be payable by the Company if the Merger Agreement is terminated for any of the following reasons, the Company enters into a definitive agreement with
respect to any Acquisition Proposal within twelve months after such termination, and the transaction contemplated by such Acquisition Proposal is consummated: (i) if the Merger Agreement is terminated by the Company or Parent as a result of the
failure to obtain the Company Stockholder Approval and prior to the date of the Company Meeting (as defined in the Merger Agreement) an Acquisition Proposal has been publicly announced and not publicly withdrawn at least ten days before the date of
the Company Meeting, (ii) if the Merger Agreement is terminated by the Company or Parent because the Effective Time has not occurred on or before the Outside Date (as defined in the Merger Agreement) and prior to the date of termination an
Acquisition Proposal has been publicly announced and not publicly irrevocably withdraw at least ten days before the date of such termination, or (iii) if the Merger Agreement is terminated by Parent because the Company would not be reasonably
capable of satisfying its closing conditions due to a breach of its representations, warranties or covenants and prior to the date of termination an Acquisition Proposal has been publicly announced and not publicly irrevocably withdraw at least ten
days before the date of such termination.