Getty Investments L.L.C.
Exhibit
6
Getty
Investments
L.L.C.
0000
Xxxxxxx Xxxx, Xxxxx
000
Xxxx,
Xxxxxx 00000
February
24, 2008
Getty
Images, Inc.
000
Xxxxx 00xx
Xxxxxx
Xxxxxxx,
Xxxxxxxxxx 00000
Ladies
and
Gentlemen:
Reference
is made to (i) the Agreement
and Plan of Merger (the “Merger Agreement”),
dated as of the date hereof, by and
among Abe Investment, L.P. (“Parent”),
Abe Acquisition Corp. (“Merger Sub”)
and Getty Images, Inc. (the
“Company”)
and (ii) the Interim Investor
Agreement (the “Interim
Investor Agreement”),
dated the date hereof, by and among Getty
Investments,
Parent and the other parties named therein. Capitalized terms used
but not defined herein shall have the meanings assigned to them in the Merger
Agreement.
In
furtherance of the respective
obligations of the parties to Parent under the Merger
Agreement and
the Interim Investor Agreement, the Company and Getty Investments agree to
cooperate with each other in accordance with the terms and
conditions of this letter
agreement.
The
Company and the Stockholders
shall use
their reasonable best
efforts to promptly
take, or cause to be taken, all actions, and do, or cause to be done, all
things, necessary, proper or advisable to obtain any approvals required
under
the German Act
Against Restraints of Competition
(GWB) as promptly
as practicable, including preparing
and filing promptly and fully all documentation to effect all necessary filings,
notices, petitions, statements, registrations, submissions of information,
applications and other documents (including any required or recommended
filings) under the German Act
Against Restraints of Competition
(GWB) . In
furtherance and not in
limitation of the foregoing, the Company and the Stockholders agree to make
an
appropriate filing with the German Federal Cartel
Office with respect to the transactions
contemplated by
the Merger Agreement and the Ancillary Agreements as promptly as practicable
(and in any event within ten (10) Business Days from the date hereof) or such
other time as mutually agreed to by the parties, and to supply
as promptly as practicable any
additional information and documentary material that may be requested by the
German Federal Cartel
Office and use its reasonable best
efforts to take, or cause to be taken, all other actions consistent with this
letter agreement necessary
to cause the expiration or termination of any applicable waiting periods
(including any extensions thereof) as soon as practicable.
The
Company and the Stockholders shall
keep each other informed in all material respects on a reasonably
timely basis of (i) any
investigation or other inquiry by or before the German Federal Cartel
Office relating to the transactions
contemplated by the Merger
Agreement and the Ancillary Agreements, including any proceeding
initiated by
a private party, and (ii)
any material communication received by such party from, or given by such party
to, the German Federal Cartel
Office and of any material
communication received or given in connection with any such proceeding by a
private party, in each case regarding any of the transactions contemplated
by the Merger Agreement
and
the Ancillary Agreements.
In
furtherance and not in limitation of
the covenants of the Company and the Stockholders contained herein, each of
the
Company and the Stockholders shall use its or his reasonable best efforts
to
resolve
such objections, if any, as may
be asserted by the German Federal Cartel
Office with respect to the
application of
Antitrust Laws to the transactions contemplated by the Merger Agreement
and the
Ancillary Agreements. Without
limiting any other provision
hereof, each of the Rollover Stockholders shall use its or his reasonable best
efforts to (i) avoid the entry of, or to have vacated or terminated, any decree,
decision, order or judgment that would restrain, prevent or delay
the consummation of the
transactions contemplated by the Merger Agreement
and the
Ancillary Agreements,
on
or before the Walk-Away
Date, including by defending
through
litigation on the merits any claim asserted in any court by any Person, and
(ii)
avoid or eliminate each
and
every impediment under any Antitrust Laws that may be asserted by the German
Federal Cartel
Office with respect to the
transactions
contemplated the Merger Agreement and the Ancillary Agreements so as to enable
the consummation of the
transactions contemplated thereby
to occur as soon as reasonably
possible (and in any event no later than the Walk-Away
Date).
Please
indicate your agreement to the foregoing by executing this letter in the space
provided below.
This
letter agreement may be executed in one or more counterparts, all of which
shall
constitute one and the same instrument. Delivery of an executed
counterpart of a signature page by facsimile shall be as effective as delivery
of a manually executed counterpart.
Very
truly
yours,
GETTY
INVESTMENTS L.L.C.
|
|||
By:
|
/s/
Xxx X. Xxxxx
|
||
Xxx X. Xxxxx | |||
Officer |
Accepted
and agreed
as
of the
date first above written:
GETTY
IMAGES, INC.
|
|
By:
|
/s/
Xxxxxxxx X. Xxxxx
|
Name:
|
Xxxxxxxx
X. Xxxxx
|
Title:
|
Chief
Executive Officer
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