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EXHIBIT 10.1
TARGET OPTION AGREEMENT
This TARGET OPTION AGREEMENT (the "Agreement"), dated as of May 20,
1999, by and between Tandy Corporation, a Delaware corporation ("Acquiror"),
and AmeriLink Corporation, an Ohio corporation ("Target").
WHEREAS, concurrently with the execution and delivery of this
Agreement, Target, Acquiror and LWT, Inc., a Delaware corporation ("Merger
Sub"), are entering into an Agreement and Plan of Reorganization, dated as of
the date hereof (the "Reorganization Agreement"), which provides that, among
other things, upon the terms and subject to the conditions thereof, Merger Sub
will be merged with and into Target (the "Merger"), with Target continuing as
the surviving corporation;
WHEREAS, as a condition and inducement to Acquiror's willingness to
enter into the Reorganization Agreement, Acquiror has required that Target
agree, and Target has so agreed, to grant to Acquiror an option with respect to
certain shares of Target's common stock on the terms and subject to the
conditions set forth herein; and
WHEREAS, capitalized terms (or other terms defined in the
Reorganization Agreement) used but not defined herein shall have the meanings
set forth in the Reorganization Agreement.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements set forth herein and in the Reorganization Agreement,
the receipt, sufficiency and adequacy of which is hereby acknowledged, the
parties hereto agree as follows:
1. Grant of Option. Target hereby grants Acquiror an irrevocable
option (the "Target Option") to purchase up to 902,335 common shares, without
par (subject to adjustment in accordance with Section 8 hereof) (the "Target
Shares"), of Target (the "Target Common Shares") (being 19.9% of the number of
Target Common Shares outstanding on the date hereof) in the manner set forth
below at a price (the "Exercise Price") of $15.60 per Target Share, payable in
cash.
2. Exercise of Option. The Target Option may be exercised by Acquiror,
in whole or in part at any time or from time to time after the earliest to
occur of:
(i) the first date on which Aquiror has the ability to terminate the
Reorganization Agreement pursuant to Section 7.1(e) and/or Section 7.1(c)(ii)
of the Reorganization Agreement;
(ii) the failure of the shareholders of Target to approve the
Reorganization Agreement and the Merger at the Target Shareholders Meeting and,
prior to the time of the Target Shareholders Meeting, there was (A) a Trigger
Event with respect to Target or (B) a Takeover Proposal with respect to Target
which at the time of the Target Shareholders Meeting had not been rejected by
Target;
(iii) the date on which Acquiror has the ability to terminate the
Reorganization Agreement pursuant to Section 7.1(c)(i) or (c)(iii) thereof, due
in part to any failure by Target to use its reasonable best efforts to perform
and comply with all agreements and conditions required by the Reorganization
Agreement to be performed or complied with by Target prior to or on the Closing
Date or any failure by Target's Affiliates to take any actions required to be
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taken thereby, and prior thereto there is (A) a Trigger Event with respect to
Target or (B) a Takeover Proposal with respect to Target which is not rejected
by Target;
(iv) Target terminates this Agreement pursuant to Section 7.1(f) of
the Reorganization Agreement; or
(v) a "consummation" of a Takeover Proposal or Trigger Event as set
forth in Section 7.3(c) and (g) of the Reorganization Agreement.
Target shall give Acquiror prompt written notice of the occurrence of
any of the events set forth in clauses (i) through (v) above, it being
understood that the giving of such notice by Acquiror shall not be a condition
to the right of Acquiror to exercise the Target Option.
In the event Acquiror wishes to exercise the Target Option, Acquiror
shall deliver to Target a written notice (an "Exercise Notice") specifying the
total number of Target Shares it wishes to purchase. Each closing of a purchase
of Target Shares (a "Closing") shall occur at a place, on a date and at a time
designated by Acquiror in an Exercise Notice delivered at least two business
days prior to the date of the Closing. Except as provided in the last sentence
of this Section 2, the Target Option shall terminate upon the earlier of: (i)
the Effective Time; (ii) the termination of the Reorganization Agreement
pursuant to Section 7.1 thereof (other than a termination in connection with
which Acquiror is or will be entitled to any payments as specified in Section
7.3(b) or (c) thereof); (iii) 181 days following any termination of the
Reorganization Agreement in connection with which Acquiror is or will be
entitled to a payment as specified in Section 7.3(b) thereof (or if, at the
expiration of such 181 day period, the Target Option cannot be exercised by
reason of any applicable judgment, decree, order, law or regulation, ten (10)
business days after such impediment to exercise shall have been removed or
shall have become final and not subject to appeal); or (iv) 12 months and one
day following any termination of the Reorganization Agreement in connection
with which Acquiror is or could be entitled to a payment as specified in
Section 7.3(c) thereof (or if, at the expiration of such 12 months and one day
period, the Target Option cannot be exercised by reason of any applicable
judgment, decree, order, law or regulation, ten (10) business days after such
impediment to exercise shall have been removed or shall have become final and
not subject to appeal). Notwithstanding the termination of the Target Option,
Acquiror shall be entitled to exercise the Target Option if it has given the
Exercise Notice in accordance with the terms hereof prior to the termination of
the Option Agreement. The termination of the Target Option shall not affect any
rights hereunder which by their terms do not terminate or expire prior to or as
of such termination.
3. Conditions to Closing. The obligation of Target to issue the Target
Shares to Acquiror hereunder is subject to the conditions that (i) all waiting
periods, if any, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of
1976, as amended, and the rules and regulations promulgated thereunder ("HSR
Act"), applicable to the issuance of the Target Shares hereunder shall have
expired or have been terminated; (ii) all consents, approvals, orders or
authorizations of, or declarations or filings with, any Federal, state or local
administrative agency or commission or other Federal, state or local
governmental authority or instrumentality, if any, required in connection with
the issuance of the Target Shares hereunder shall have been obtained or made,
as the case may be; and (iii) no preliminary or permanent injunction or other
order by any court of competent jurisdiction prohibiting or otherwise
restraining such issuance shall be in effect.
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4. Closing. At any Closing, (a) Target will deliver to Acquiror a
single certificate in definitive form representing the number of Target Shares
designated by Acquiror in its Exercise Notice, such certificate to be
registered in the name of Acquiror and to bear the legend set forth in Section
9, and (b) Acquiror will deliver to Target the aggregate price for the Target
Shares so designated and being purchased by wire transfer of immediately
available funds or certified check or bank check. At any Closing at which
Acquiror is exercising the Target Option in part, Acquiror shall present and
surrender this Agreement to Target, and Target shall deliver to Acquiror an
executed new agreement with the same terms as this Agreement evidencing the
right to purchase the balance of the shares of Target Common Shares purchasable
hereunder.
5. Representations and Warranties of Target. Target represents and
warrants to Acquiror as follows:
(a) Target is a corporation duly organized, validly existing and in
good standing under the laws of the State of Ohio and has the corporate power
and authority to enter into this Agreement and to carry out its obligations
hereunder;
(b) the execution and delivery of this Agreement by Target and the
consummation by Target of the transactions contemplated hereby have been duly
authorized by all necessary corporate action on the part of Target and no other
corporate proceedings on the part of Target are necessary to authorize this
Agreement or any of the transactions contemplated hereby;
(c) this Agreement has been duly executed and delivered by Target and
constitutes a valid and binding obligation of Target, and, assuming this
Agreement constitutes a valid and binding obligation of Acquiror, is
enforceable against Target in accordance with its terms, except as
enforceability may be limited by bankruptcy and other laws affecting the rights
and remedies of creditors generally and general principles of equity;
(d) Target has taken all necessary corporate action to authorize and
reserve for issuance and to permit it to issue, upon exercise of the Target
Option, and at all times from the date hereof through the expiration of the
Target Option will have reserved, that number of unissued Target Shares that
are subject to the Target Option, all of which, upon their issuance and
delivery in accordance with the terms of this Agreement, will be validly
issued, fully paid and nonassessable;
(e) upon delivery of the Target Shares to Acquiror upon the exercise
of the Target Option, Acquiror will acquire the Target Shares free and clear of
all Liens;
(f) except as may be required under the Securities Act of 1933, as
amended (the "Securities Act"), the execution and delivery of this Agreement by
Target does not, and the performance of this Agreement by Target will not,
conflict with, or result in any violation of, or default (with or without
notice or lapse of time, or both) under, or give rise to a right of
termination, cancellation or acceleration of any obligation or the loss of a
benefit under, or the creation of a Lien on assets pursuant to (any such
conflict, violation, default, right of termination, cancellation or
acceleration, loss or creation, a "Violation"), (A) any provision of the
Articles of Incorporation or Code of Regulations of Target or (B) any
provisions of any Contract, permit, concession, franchise, or license or (C)
any judgment, order, decree, statute, law, ordinance, rule or regulation
applicable to Target or its Subsidiaries or their respective properties or
assets (including without limitation any provision of Ohio Law applicable to a
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business combination, control share acquisition or similar transaction), which
Violation, in the case of each of clauses (B) and (C), would have a Material
Adverse Effect on Target;
(g) except as described in Section 2.3 of the Reorganization Agreement
and Section 3(i) of this Agreement, and except as may be required under the
Securities Act, the execution and delivery of this Agreement by Target does
not, and the performance of this Agreement by Target will not, require any
consent, approval, authorization or permit of, or filing with or notification
to, any governmental or regulatory authority; and
(h) the number of Target Shares constitutes 19.9% of the number of
Target Common Shares outstanding on the date of this Agreement.
6. Representations and Warranties of Acquiror. Acquiror represents and
warrants to Target as follows:
(a) Acquiror is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware and has the corporate
power and authority to enter into this Agreement and to carry out its
obligations hereunder;
(b) the execution and delivery of this Agreement by Acquiror and the
consummation by Acquiror of the transactions contemplated hereby have been duly
authorized by all necessary corporate action on the part of Acquiror and no
other corporate proceedings on the part of Acquiror are necessary to authorize
this Agreement or any of the transactions contemplated hereby;
(c) this Agreement has been duly executed and delivered by Acquiror
and constitutes a valid and binding obligation of Acquiror, and, assuming this
Agreement constitutes a valid and binding obligation of Target, is enforceable
against Acquiror in accordance with its terms, except as enforceability may be
limited by bankruptcy and other laws affecting the rights and remedies of
creditors generally and general principles of equity;
(d) the execution and delivery of this Agreement by Acquiror does not,
and the performance of this Agreement by Acquiror will not, result in any
Violation pursuant to, (A) any provision of the Certificate of Incorporation or
Bylaws of Acquiror, (B) any provisions of any Contract, permit, concession,
franchise, or license or (C) any judgment, order, decree, statute, law,
ordinance, rule or regulation applicable to Acquiror or its properties or
assets, which Violation, in the case of each of clauses (B) and (C), would have
a Material Adverse Effect on Acquiror;
(e) except as described in Section 3.3 of the Reorganization Agreement
and Section 3(i) of this Agreement, and except as may be required under the
Securities Act, the execution and delivery of this Agreement by Acquiror does
not, and the performance of this Agreement by Acquiror will not, require any
consent, approval, authorization or permit of, or filing with or notification
to, any governmental or regulatory authority; and
(f) any Target Shares acquired upon exercise of the Target Option will
not be, and the Target Option is not being, acquired by Acquiror with a view to
the public distribution thereof.
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7. Registration Rights.
(a) Following the termination of the Reorganization Agreement,
Acquiror may by written notice (the "Registration Notice") to Target request
Target to register under the Securities Act all or any part of the Target
Common Shares acquired pursuant to this Agreement (the "Restricted Shares")
beneficially owned by Acquiror (the "Registrable Securities"). Target (and/or
any person designated by Target) shall thereupon have the option exercisable by
written notice delivered to Acquiror within ten (10) business days after the
receipt of the Registration Notice, irrevocably to agree to purchase all or any
part of the Registrable Securities for cash at a price (the "Option Price")
equal to the product of (i) the number of Registrable Securities multiplied by
(ii) the average of the closing prices of such Target Common Shares on the
Nasdaq National Market (or such other exchange or inter-dealer quotation system
on which the Target Common Shares is then listed or quoted) for the ten trading
days immediately preceding the Notice Date. Any such purchase of Registrable
Securities by Target hereunder shall take place at a closing to be held at the
principal executive offices of Target or its counsel at any reasonable date and
time designated by Target and/or such designee in such notice within ten (10)
business days after delivery of such notice. Any payment for the shares to be
purchased shall be made by delivery of the Option Price at the time of such
closing in immediately available funds.
(b) If Target does not elect to exercise its option to purchase
pursuant to Section 7(a) with respect to all Registrable Securities, it shall
use its best efforts to effect, as promptly as practicable, the registration
under the Securities Act of the unpurchased Registrable Securities (including
without limitation a shelf registration statement under Rule 415 promulgated
under the Securities Act); provided, however, that (i) Acquiror shall not be
entitled to more than an aggregate of two effective registration statements
hereunder and (ii) Target will not be required to file any such registration
statement during any period of time (not to exceed 40 days after such request
in the case of clause (A) below, 90 days in the case of clause (B) below and
120 days in the case of clause (C) below) when (A) Target is in possession of
material nonpublic information which it reasonably believes (i) would be
detrimental to be disclosed at such time and, (ii) after consultation with
counsel to Target, such information would have to be disclosed if a
registration statement were filed at that time; (B) Target is required under
the Securities Act to include audited financial statements for any period in
such registration statement and such financial statements are not yet available
for inclusion in such registration statement; or (C) Target determines, in its
reasonable judgment, that such registration would materially interfere with any
financing, acquisition or other material transaction involving Target or any of
its affiliates. Without Acquiror's prior written consent, no securities other
than the Registrable Securities shall be included in any such registration. If
the effectiveness of a registration statement pursuant to a registration
hereunder does not occur within 120 days after the date of the related
Registration Notice, the provisions of this Section 7 shall again be applicable
to any proposed registration and the filing of such registration statement
shall not reduce the number of registrations Acquiror may request pursuant to
this Section 7. Target shall use its reasonable best efforts to cause any
Registrable Securities registered pursuant to this Section 7 to be qualified
for sale under the securities or Blue Sky laws of such jurisdictions as
Acquiror may reasonably request and shall continue such registration or
qualification in effect in such jurisdiction; provided, however, that Target
shall not be required to qualify to do business in, or consent to general
service of process in, any jurisdiction by reason of this provision.
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(c) The registration rights set forth in this Section 7 are subject to
the condition that Acquiror shall provide Target with such information with
respect to Acquiror's Registrable Securities, the plans for the distribution
thereof, and such other information with respect to Acquiror as, in the
reasonable judgment of counsel for Target, is necessary to enable Target to
include in such registration statement all material facts required to be
disclosed with respect to a registration thereunder.
(d) If Target's securities of the same type as the Registrable
Securities are then authorized for quotation or trading or listing on the New
York Stock Exchange, Nasdaq National Market System, or any other securities
exchange or automated quotations system, Target, upon the request of Acquiror,
shall promptly file an application, if required, to authorize for quotation,
trading or listing the shares of Registrable Securities on such exchange or
system and will use its reasonable efforts to obtain approval, if required, of
such quotation, trading or listing as soon as practicable.
(e) If Target shall propose to register under the Securities Act the
offering, sale and delivery of Target Common Shares for cash for its own
account or for any other stockholder of Target pursuant to a firm commitment
underwriting, it will, in addition to Target's other obligations under this
Section 7, allow Acquiror the right to participate in such registration so long
as Acquiror participates in the underwriting; provided, however, that, if the
managing underwriter of such offering advises Target in writing that in its
opinion the number of Target Common Shares requested to be included in such
registration exceeds the number which can be sold in such offering, Target
will, after fully including therein all Target Common Shares to be sold by
Target, include the Target Common Shares requested to be included therein by
Acquiror pro rata (based on the number of Target Common Shares intended to be
included therein) with the Target Common Shares intended to be included therein
by persons other than Target.
(f) A registration effected under this Section 7 shall be effected at
Target's expense, except for underwriting discounts and commissions and the
fees and the expenses of counsel to Acquiror, and, if such sale of Registrable
Securities is being conducted by means of an underwritten public offering,
Target shall provide to the underwriters such documentation (including
certificates, opinions of counsel and "comfort" letters from auditors) as are
customary in connection with underwritten public offerings as such underwriters
may reasonably require. In connection with any such registration, the parties
agree (i) to indemnify each other and the underwriters in the customary manner
and (ii) if such sale of Registrable Securities is being conducted by means of
an underwritten public offering, to enter into an underwriting agreement in
form and substance customary to transactions of this type with the underwriters
participating in such offering.
(g) Any Restricted Shares sold by Acquiror in a registered public
offering in compliance with the provisions of this Section 7 or in compliance
with Rule 144 promulgated under the Securities Act shall, upon consummation of
such sale, be free of the restrictions imposed with respect to such shares by
this Agreement, unless and until Acquiror shall repurchase or otherwise become
the beneficial owner of such shares, and any transferee of such shares shall
not be entitled to the rights of Acquiror.
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8. Adjustment Upon Changes in Capitalization.
(a) In the event of any change in Target Common Shares by reason of
stock dividends, split-ups, mergers (other than the Merger), recapitalizations,
combinations, exchanges of shares or the like, the type and number of shares or
securities subject to the Target Option, and the purchase price per share
provided in Section 1, shall be adjusted appropriately, and proper provision
shall be made in the agreements governing such transaction so that Acquiror
shall receive, upon exercise of the Target Option, the number and class of
shares or other securities or property that Acquiror would have received in
respect of the Target Common Shares if the Target Option had been exercised
immediately prior to such event or the record date therefor, as applicable.
(b) In the event that Target shall enter in an agreement: (i) to
consolidate with or merge into any person, other than Acquiror or one of its
Subsidiaries, and shall not be the continuing or surviving corporation of such
consolidation or merger; (ii) to permit any person, other than Acquiror or one
of its Subsidiaries, to merge into Target whereby Target shall be the
continuing or surviving corporation and the Target Common Shares outstanding
immediately prior to such merger shall be changed into or exchanged for stock
or other securities of Target or any other person or cash or any other
property, or the outstanding Target Common Shares immediately prior to such
merger shall after such merger represent less than 50% of the outstanding
shares and share equivalents of the merged company; or (iii) to sell or
otherwise transfer all or substantially all of its assets to any person, other
than Acquiror or one of its Subsidiaries, then, and in each such case, the
agreement governing such transaction shall make proper provisions so that upon
the consummation of any such transaction and upon the terms and conditions set
forth herein, Acquiror shall receive for each Target Share with respect to
which the Target Option has not been exercised an amount of consideration in
the form of and equal to the per share amount of consideration that would be
received by the holder of one Target Common Share less the Exercise Price (and,
in the event of an election or similar arrangement with respect to the type of
consideration to be received by the holders of Target Common Shares, subject to
the foregoing, proper provision shall be made so that the holder of the Target
Option would have the same election or similar rights as would the holder of
the number of Target Common Shares for which the Target Option is then
exercisable).
9. Restrictive Legend. Each certificate representing Target Common
Shares issued to Acquiror hereunder shall include a legend in substantially the
following form:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE REOFFERED
OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS
AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON
TRANSFER AS SET FORTH IN THE TARGET OPTION AGREEMENT, DATED AS OF MAY 20, 1999,
A COPY OF WHICH MAY BE OBTAINED FROM THE ISSUER.
Certificates representing shares sold in a registered public offering pursuant
to Section 7 shall not be required to bear the legend set forth above.
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10. Binding Effect; No Assignment. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns. Except as expressly provided for in this
Agreement, neither this agreement nor the rights or the obligations of either
party hereto are assignable, except by operation of law, or with the written
consent of the other party. Nothing contained in this Agreement, express or
implied, is intended to confer upon any person other than the parties hereto
and their respective permitted assigns any rights or remedies of any nature
whatsoever by reason of this Agreement.
11. Specific Performance. The parties recognize and agree that if for
any reason any of the provisions of this Agreement are not performed in
accordance with their specific terms or are otherwise breached, immediate and
irreparable harm or injury would be caused for which money damages would not be
an adequate remedy. Accordingly, each party agrees that, in addition to other
remedies, the other party shall be entitled to an injunction restraining any
violation or threatened violation of the provisions of this Agreement. In the
event that any action should be brought in equity to enforce the provisions of
this Agreement, neither party will allege, and each party hereby waives the
defense, that there is adequate remedy at law.
12. Entire Agreement. This Agreement and the Reorganization Agreement
constitute the entire agreement among the parties with respect to the subject
matter hereof and supersede all other prior agreements and understandings, both
written and oral, among the parties or any of them with respect to the subject
matter hereof.
13. Further Assurance. Each party will execute and deliver all such
further documents and instruments and take all such further action as may be
necessary in order to consummate the transactions contemplated hereby.
14. Validity. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of the other
provisions of this Agreement, which shall remain in full force and effect. In
the event any court or other competent authority holds any provision of this
Agreement to be null, void or unenforceable, the parties hereto shall negotiate
in good faith the execution and delivery of an amendment to this Agreement in
order, as nearly as possible, to effectuate, to the extent permitted by law,
the intent of the parties hereto with respect to such provision. Each party
agrees that, should any court or other competent authority hold any provision
of this Agreement or part hereof to be null, void or unenforceable, or order
any party to take any action inconsistent herewith, or not take any action
required herein, the other party shall not be entitled to specific performance
of such provision or part hereof or to any other remedy, including but not
limited to money damages, for breach hereof or of any other provision of this
Agreement or part hereof as the result of such holding or order.
15. Notices. All notices and other communications hereunder shall be
in writing and shall be deemed given if delivered personally or by commercial
delivery service, or mailed by registered or certified mail (return receipt
requested) or sent via facsimile (with confirmation of receipt) to the parties
at the following address (or at such other address for a party as shall be
specified by like notice).
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if to Acquiror or Merger Sub, to: Tandy Corporation
000 Xxxxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxx Xxxxx, Xxxxx 00000
Attention: Xxxx X. Xxxx
Facsimile No.: (000) 000-0000
Telephone No.: (000) 000-0000
with a copy to: Xxxxxx and Xxxxx, LLP
000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Xxxxxxx X. Xxxxx
Facsimile No.: (000) 000-0000
Telephone No.: (000) 000-0000
if to Target, to: AmeriLink Corporation
0000 X. Xxxxxx - Xxxxxxxxx, Xxxx
Xxxxxxxx, Xxxx 00000
Attention: Xxxxx X. Xxxxxxx
Facsimile No.: (000) 000-0000
Telephone No.: (000) 000-0000
with a copy to: Squire, Xxxxxxx & Xxxxxxx L.L.P.
0000 Xxxxxxxxxx Xxxxxx
00 Xxxxx Xxxx Xxxxxx
Xxxxxxxx, Xxxx 00000
Attention: Xxxxxxx X. Xxxxxxxxxx
Facsimile No.: (000) 000-0000
Telephone No.: (000) 000-0000
16. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Ohio applicable to agreements made
and to be performed entirely within such State without regard to any applicable
conflicts of law rules.
17. Descriptive Headings. The descriptive headings herein are inserted
for convenience of reference only and are not intended to be part of or to
affect the meaning or interpretation of this Agreement.
18. Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when one or more counterparts have been signed by each
of the parties and delivered to the other parties, it being understood that all
parties need not sign the same counterpart.
19. Expenses. Except as otherwise expressly provided herein or in the
Reorganization Agreement, all costs and expenses incurred in connection with
the transactions contemplated by this Agreement shall be paid by the party
incurring such expenses.
20. Amendments; Waiver. This Agreement may be amended by the parties
hereto and the terms and conditions hereof may be waived only by an instrument
in writing signed on
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behalf of each of the parties hereto, or, in the case of a waiver, by an
instrument signed on behalf of the party waiving compliance.
21. Termination. This Agreement shall terminate upon termination of
the Target Option. Notwithstanding the foregoing, if all or a portion of the
Target Option shall have been exercised prior to the termination of the Target
Option, all representations and warranties in this Agreement of a party shall
survive any such termination, and all covenants of a party and other provisions
in Sections 7 and 9 through 22 shall survive any such termination. No such
termination shall extinguish any liability of a party for breach of its
obligations under this Agreement.
22. Expenses. Each of the parties hereto shall bear and pay all costs
and expenses incurred by it or its behalf in connection with the negotiation of
this Agreement, including fees and expenses of its own financial consultants,
investment bankers, accountants and counsel.
* * * * *
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective duly authorized officers as of the date first
above written.
TANDY CORPORATION
By: /s/ XXXXXXX X. XXXXXXX
----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
-----------------------------------
Title: Chairman, President & CEO
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AMERILINK CORPORATION
By: /s/ XXXXX X. XXXXXXX
----------------------------------------
Name: Xxxxx X. Xxxxxxx
-----------------------------------
Title: President
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