Exhibit 4
Execution Copy
THIS SHAREHOLDER AGREEMENT, dated as of May 18, 2001 (this
"Agreement"), is entered into by and among America Online, Inc., a Delaware
corporation ("Parent"), IAN Acquisition ULC, a Nova Scotia unlimited liability
company and an indirect wholly owned subsidiary of Parent ("Acquiror"),
InfoInterActive Inc., a corporation incorporated under the Business
Corporations Act (Alberta) (the "Company"), and Intel Corporation, a Delaware
corporation (the "Shareholder"), and a shareholder of the Company.
WHEREAS, Parent, Acquiror and the Company are, concurrently with the
execution and delivery of this Agreement, entering into an Acquisition
Agreement, dated as of the date hereof and delivered to the Shareholder on the
date hereof (the "Acquisition Agreement"; terms used without definition herein
having the meanings assigned to them in the Acquisition Agreement), pursuant
to which Acquiror agrees, among other things, to acquire all of the common
shares of the Company ("Common Shares") pursuant to an arrangement (the
"Arrangement") under the Business Corporations Act (Alberta);
WHEREAS, as of the date hereof, Shareholder beneficially owns the
number of Common Shares and options, convertible securities and warrants to
acquire Common Shares or other voting securities of the Company ("Exercisable
Securities") set forth opposite the Shareholder's name on the signature pages
hereto (such Common Shares and Exercisable Securities, the Shareholder's
"Existing Securities" and together with any Common Shares or other voting
securities of the Company, the beneficial ownership of which is acquired after
the date hereof, whether upon the exercise of options, conversion of
convertible securities, exercise of warrants or any other Exercisable
Securities or pursuant to any dividend, distribution, stock split,
combination, reclassification, recapitalization, exchange or otherwise,
collectively referred to herein as the "Securities"); and
WHEREAS, as a condition to their willingness to enter into the
Acquisition Agreement, Parent and Acquiror have required that the Shareholder
agree, and the Shareholder has agreed, among other things as set forth herein,
to vote in favor of the Arrangement and grant Parent an option to purchase all
of the Securities owned by the Shareholder, on the terms and conditions
provided for herein.
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE I
Agreement to Vote; Proxy; Agreement to Tender.
SECTION 1.01. Voting. Subject to Section 4.01, the Shareholder
hereby agrees that, during the time this Agreement is in effect, at any
meeting of the shareholders of the Company, however called and at any
adjournment thereof, or pursuant to any action by written consent, the
Shareholder shall appear at such meeting or otherwise cause its Securities to
be counted as present thereat for purposes of establishing a quorum and (a)
vote (or cause to be voted) all of its Securities in favor of the approval,
adoption, consent and ratification of the
Arrangement, the Acquisition Agreement, the Plan of Arrangement thereunder,
the terms thereof and all the other transactions contemplated thereby
(including but not limited to the Tender Offer (as defined below)), including
any amendments or changes thereto as may have been approved by Parent,
Acquiror and the Company (collectively, the "Transactions"); (b) vote (or
cause to be voted) all of its Securities against any action or agreement that
would delay, impede, interfere with or discourage the consummation of the
Transactions or would result in a breach of any covenant, representation or
warranty or any other obligation or agreement of the Company under the
Acquisition Agreement or of the Shareholder under this Agreement; and (c) vote
(or cause to be voted) all of its Securities against any of the following
(other than in connection with the Transactions): (i) any extraordinary
corporate transaction or agreement therefor, including without limitation any
amalgamation, plan of arrangement, merger, consolidation, recapitalization,
reorganization, takeover bid, share exchange, liquidation, dissolution,
business combination or similar transaction involving the Company or its
Subsidiaries (including a Competing Proposal), (ii) a Transfer of all or
substantially all of the assets of the Company or its Subsidiaries, (iii) any
change in the majority of the Board of Directors of the Company, (iv) any
change in the present capitalization of the Company, (v) any amendment of the
Company's Articles of Incorporation or By-laws, or (vi) any other material
change in the Company's corporate structure or business or change in any
manner of the voting rights of the Common Stock (any matter under clauses (a),
(b) or (c), a "Subject Proposal"). The Shareholder shall not enter into any
agreement or understanding with any person prior to the termination of this
Agreement to vote in any manner inconsistent herewith.
SECTION 1.02. Proxy. (a) During the time this Agreement is in
effect, Shareholder hereby irrevocably grants to, and appoints, and agrees
from time to time to grant to, and appoint, Parent and Acquiror, or either of
them, and any individual designated in writing by either of them, and each of
them individually, as the Shareholder's proxy, agent and attorney-in-fact
(with full power of substitution), for and in the name, place and stead of the
Shareholder, to vote (or cause to be voted) its Securities, or grant a consent
or approval in respect of its Securities, in each case, with respect to any
Subject Proposal, in a manner as provided in Section 1.01 above. The proxy
granted hereby shall not extend to matters not directly related to the
Transactions or a Subject Proposal.
(b) The Shareholder hereby affirms that the proxy set forth in this
Section 1.02 is given in connection with the execution of this Agreement, and
that such proxy is given to secure the performance of the duties of the
Shareholder under this Agreement. The Shareholder hereby ratifies and confirms
all that such proxy may lawfully do or cause to be done by virtue hereof.
Shareholder will take such further action or execute such other instruments as
may be necessary to effectuate the intent of this proxy and hereby revokes any
proxy previously granted by it with respect to its Securities that would be
inconsistent with the proxy granted pursuant to Section 1.02(a). Shareholder
shall not hereafter, unless and until this Agreement terminates pursuant to
Section 4.01 hereof or otherwise, purport to vote (or execute a consent with
respect to) its Securities with respect to any Subject Proposal (other than
through this irrevocable proxy) or grant any other proxy or power of attorney
with respect to any of its Securities to vote with respect to any Subject
Proposal, deposit any of its Securities into a voting trust or enter into any
agreement (other than this Agreement), arrangement or understanding with any
person, directly or indirectly, to vote with respect to any such Subject
Proposal, grant any proxy or give instructions with respect to the voting of
such Securities with respect to any Subject Proposal.
-2-
SECTION 1.03. Tender. Upon the election of Parent to make a tender
offer for any Securities of the Company pursuant to Section 2.3 of the
Acquisition Agreement at a price per Common Share not less than the
Consideration (as defined in the Acquisition Agreement and the Plan of
Arrangement) (the "Tender Offer"), the Shareholder hereby agrees to validly
tender (or cause the record owners to validly tender) to Parent or any
Subsidiary of Parent making the Tender Offer, pursuant to and in accordance
with the terms of the Tender Offer, as soon as practicable after commencement
of the Tender Offer, but in no event later than ten (10) Business Days
following the commencement of the Tender Offer, all of such Securities by
physical delivery of the certificates therefor (or by book entry or
appropriate instructions to brokers or custodians thereof, as the case may be)
and to not withdraw such Securities, except following termination of the
Tender Offer without the purchase by Parent or any of its Subsidiaries of
Securities thereunder; provided that notwithstanding anything contained herein
or in the Acquisition Agreement to the contrary, the Shareholder shall be
entitled to receive in a Tender Offer pursuant to which the Shareholder is
bound by this Section 1.03 a price per Common Share equal to the highest price
(in cash or other consideration) per Common Share received by any other
shareholder of the Company participating in such Tender Offer, but otherwise
subject to the terms and conditions of such Tender Offer. The Shareholder
hereby acknowledges and agrees that Parent's (or any of its Subsidiary's)
obligation to accept for payment and pay for such Securities shall be subject
to the terms and conditions of the Tender Offer. Subject to the limitations
set forth in Section 3.03, the Shareholder hereby permits Parent and Acquiror
to publish and disclose in the documents required to be prepared, filed or
delivered by applicable law in the Tender Offer and, if approval of the
Company's shareholders is required under applicable law, the proxy statement
and in any other public statement, its identity and ownership of Securities
and the nature of its commitments, arrangements and understandings under this
Agreement.
ARTICLE II
Representation And Warranties.
SECTION 2.01. Representation and Warranties of Parent. Parent
hereby represents and warrants to the Shareholder that Parent has the
corporate power and authority to enter into this Agreement and perform all of
its obligations under this Agreement. This Agreement has been duly and validly
executed and delivered by Parent and constitutes a valid and binding agreement
of Parent, enforceable against Parent in accordance with its terms.
SECTION 2.02. Representations and Warranties of the Shareholder.
The Shareholder hereby represents and warrants to Parent and Acquiror as
follows:
(a) Ownership of Securities and Options. As of the date hereof, the
Shareholder is the record and beneficial owner of the Existing Securities set
forth opposite its name on the signature page hereto. To the Shareholder's
knowledge, the Existing Securities are, and the Common Shares upon issuance or
receipt will be, validly issued, fully paid and nonassessable. The Shareholder
has, with respect to the Existing Securities, or (subject to the proviso of
Section 3.01(b)) will have, with respect to any other Securities, sole voting
power, sole power of disposition and sole power to agree to all of the matters
set forth in this Agreement with respect to all of the Securities, with no
restrictions, subject to applicable securities laws, on the
-3-
Shareholder's voting power or rights of disposition pertaining thereto. On the
date hereof, the Shareholder has good, valid and marketable title to the
Securities, free and clear of all claims, liens, encumbrances, security
interests and charges of any nature whatsoever (other than the encumbrance
created by this Agreement), and shall not be subject to any preemptive right
of any shareholder of the Company.
(b) Power; Binding Agreement. The Shareholder has the legal
capacity, power and authority to enter into and perform all of its obligations
under this Agreement, including, without limitation, power and authority to
sell, assign, transfer and deliver the Securities to Parent pursuant to the
terms and conditions of this Agreement. The execution, delivery and
performance of this Agreement by the Shareholder have been duly and validly
authorized and no other actions or proceedings on the part of the Shareholder
are necessary to authorize this Agreement or to consummate the transactions
contemplated herein. The execution, delivery and performance of this Agreement
by the Shareholder will not violate any voting agreement, shareholder
agreements or voting trust to which the Shareholder is a party or any order,
writ, injunction, or decree known to Shareholder. This Agreement has been duly
and validly executed and delivered by the Shareholder and constitutes a valid
and binding agreement of the Shareholder, enforceable against the Shareholder
in accordance with its terms, subject to (i) judicial principles limiting the
availability of specific performance, injunctive relief and other equitable
remedies, (ii) bankruptcy, insolvency, reorganization, moratorium or other
similar laws now or hereafter in effect generally relating to or affecting
creditors' rights, and (iii) limitations on the enforceability of any
indemnification provisions.
ARTICLE III
Certain Covenants of the Parties.
SECTION 3.01. Certain Covenants of the Shareholder. The
Shareholder hereby covenants and agrees as follows:
(a) No Solicitation. The Shareholder shall not solicit, initiate,
support or take any action to solicit, initiate or support, or recommend or
endorse to another shareholder of the Company, any Competing Proposal or any
inquiries or communications or the making of any proposal or offer that
constitutes a Competing Proposal or a sale of the Securities. The Shareholder
shall immediately cease any existing discussions or negotiations with any
parties conducted heretofore with respect to a Competing Proposal or a sale of
the Securities (other than with Parent or Acquiror).
(b) Restriction on Transfer, Proxies and Non-Interference. The
Shareholder hereby agrees, while this Agreement is in effect, and except as
contemplated hereby, not to (i) sell, transfer, pledge, encumber, assign or
otherwise dispose of, or execute any contract, option or other arrangement or
understanding with respect to the sale, transfer, pledge, encumbrance,
assignment or other disposition of (collectively, a "Transfer"), any of the
Securities or any interest therein, (ii) grant any proxies with respect to any
Securities or deposit any Securities into a voting trust or enter into a
voting agreement with respect to any Securities, or (iii) take any action that
would make any representation or warranty of the Shareholder contained herein
untrue or incorrect; provided that notwithstanding anything in this Agreement
or the Acquisition
-4-
Agreement to the contrary, Parent and the Company hereby agree that the
Shareholder may transfer its Securities to a wholly-owned subsidiary of the
Shareholder as long as (x) such subsidiary consents to the transfer, (y) such
subsidiary before or concurrently with such transfer becomes a party to this
Agreement (or a substantially similar agreement) and becomes bound by the
terms hereof (or thereof) to the same extent as the Shareholder hereunder, and
(z) the Shareholder remains a party hereto. By entering into this Agreement,
Parent hereby gives written consent under the Acquisition Agreement (including
Section 6.1(b) thereof) to any transfer of Securities made by Shareholder in
accordance with this Agreement. Any action described in the foregoing clauses
(i) through (iii) in violation of this Agreement shall be void ab initio. In
connection with the transfer contemplated by this Section 3.01(b), the Company
hereby agrees to use its reasonable best efforts to: (A) issue one or more
replacement stock certificates in the name of the Shareholder's permitted
transferees, in accordance with the reasonable instructions of the
Shareholder, prior to the Effective Date (provided that such transfer occurs,
and the Company is so instructed, in a reasonable amount of time before the
Effective Date), (B) reflect such transfer in the stock records of the Company
in accordance with ordinary practice, (C) provide any consent required under
existing agreements between the Company and the Shareholder, (D) make any
governmental filings required by such transfer, and (E) any other similar
action to facilitate or reflect such transfer.
(c) Additional Securities. The Shareholder hereby agrees, while this
Agreement is in effect, to promptly notify Parent of the number of any new
Securities acquired by the Shareholder, if any, after the date hereof.
(d) Dissenter's Rights. The Shareholder agrees that it will not
exercise any right to dissent or any similar rights of appraisal, which it may
have under any applicable Law with respect to any transaction contemplated by
the Acquisition Agreement.
SECTION 3.02. Stop Transfer Order. In furtherance of this
Agreement, the Shareholder hereby authorizes and directs the Company's counsel
to notify the Company's transfer agent that there is a stop transfer order
with respect to all of the Existing Securities (and that this Agreement places
limits on the voting and transfer of such Securities), until such limits are
terminated pursuant to the terms hereunder.
SECTION 3.03. Public Announcements. The Shareholder shall consult
with Parent before issuing, and shall first provide Parent the reasonable
opportunity to review and comment upon, any press release with respect to the
existence or terms of this Agreement, the Acquisition, the Arrangement and the
other Transactions, and shall not issue any such press release without the
prior written consent of Parent, except to the extent necessary in response to
a judicial or similar investigative inquiry (including a discovery request in
a lawsuit), in which case the Shareholder shall make such disclosure pursuant
thereto only after first providing reasonable notice to Parent and affording
Parent the opportunity to seek to limit, prevent or protect such disclosure.
Neither the Shareholder, on the one hand, nor Parent nor its parent
corporation, on the other hand, may refer to the other non-disclosing party
hereto (either Parent or the Shareholder, respectively), by name or by
description specific enough to reasonably identify such non-disclosing party,
in any press release or public filing, in either case, in connection with the
Transactions, except (x) as required, based solely on the advice of reputable
outside legal counsel, by any law, rule, regulation or order of any country,
state, province or
-5-
other political subdivision or any governmental authority, court or stock
exchange thereof or (y) with the prior consent of such non-disclosing party,
which consent shall not be unreasonably denied or withheld. Subject to the
preceding sentence, Parent shall use reasonable efforts to minimize references
to the Shareholder made pursuant to Section 1.03 hereof.
SECTION 3.04. Cooperation as to Regulatory Matters. If reasonably
requested by Parent, promptly after the date hereof, the Shareholder will use
its reasonable efforts to make all filings, which are required under the
Competition Act (Canada), as amended (the "Competition Act"), the
Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR
Act"), the Legislation or other applicable Laws, and to seek all regulatory
approvals required in connection with the Transactions. The Shareholder shall
furnish to Parent all such necessary information and reasonable assistance as
may be requested in writing by Parent in connection with the preparation of
filings and submissions to any Governmental Authority, including, without
limitation, filings under the provisions of the Competition Act, the HSR Act,
the Legislation or other applicable Laws, as required in connection with the
Transactions. The Shareholder shall supply to Parent, upon its written
request, copies of all non-confidential correspondence, filings or
communications (or memoranda setting forth the substance thereof) with
Governmental Authorities with respect to this Agreement and the transactions
contemplated hereby.
SECTION 3.05. Notice of Amendments. Parent shall provide the
Shareholder with prompt written notice of any amendment to the Acquisition
Agreement or Plan of Arrangement made subsequent to the date hereof, and such
notice shall include a copy of the amendment or the amended and restated
Acquisition Agreement or Plan of Arrangement, as applicable. The Shareholder
agrees to keep such documents delivered pursuant to this Section 3.05
confidential and shall not disclose or reveal the same to any person, except
(i) with Parent's prior written consent, (ii) to the extent required in clause
(x) of Section 3.03, (iii) to a person with whom the Shareholder has a
confidentiality agreement that would keep such documents delivered pursuant to
this Section 3.05 confidential to the same extent as herein provided, or (iv)
to the extent publicly disclosed by Parent, Acquiror or the Company to the
public or the Company's shareholders.
SECTION 3.06. Software Development and Services Agreement.
Effective on the Effective Date, the Software Development and Services
Agreement, by and between the Company and the Shareholder, dated February 23,
2000 (the "Services Agreement"), shall be terminated by mutual agreement of
the parties. Upon termination of the Services Agreement, each party thereto
agrees that any existing obligations of the other party under the Services
Agreement shall be extinguished with no liability on the part of either party,
and that the other party shall have no further obligation or liability under
the Services Agreement; provided, however, that the sections of the Services
Agreement specified in Section 8.4 ("Survival") of the Services Agreement
shall survive the termination of the Services Agreement. Any dispute relating
to this Section 3.06 shall be resolved according to the provisions of the
Services Agreement rather than the provisions of Article IV hereof.
-6-
ARTICLE IV
Miscellaneous
SECTION 4.01. Termination; Survival of Representations and
Warranties. This Agreement shall terminate on the first to occur of: (i) the
Effective Time, (ii) receipt by the Shareholder of written notice of
termination of this Agreement by Parent, (iii) the termination of the
Acquisition Agreement, (iv) at the election of the Shareholder, if either
Parent or Acquiror commits a material breach of any provision of this
Agreement upon written notice by the Shareholder to Parent and Acquiror, (v)
150 days after the date hereof, and (vi) upon any material change to the Plan
of Arrangement or the Acquisition Agreement, in either case in a manner that
is adverse to the Shareholder and except for changes contemplated by Section
2.3 of the Acquisition Agreement. Upon such termination, except as otherwise
expressly provided herein, this Agreement shall terminate and be of no further
force or effect, except that the respective representations and warranties of
the Shareholder and Parent contained in Article II shall survive the
termination of this Agreement for one year. Section 3.06 hereto shall survive
the termination of this Agreement. For purposes of this Agreement, a
"material" change to the Plan of Arrangement or the Acquisition Agreement
shall include, but will not be limited to, any of the following: (v) any
decrease in the cash Consideration to be received by the Shareholder; (w) any
change to the form of consideration to be received by the Shareholder; (x) any
adverse change to the obligations imposed upon the Shareholder hereunder or
thereunder; (y) any breach of Section 3.03 of this Agreement; or (z) any
requirement that the Shareholder assume any obligations under the Tender Offer
other than the Transfer of Securities; provided, however, that a "material"
change to the Plan of Arrangement or the Acquisition Agreement shall not
include any of the following: (a) the requirement that the Shareholder and
other shareholders of the Company participate in a class-based vote; or (b)
any change to the treatment of Options under the Acquisition Agreement or the
Plan of Arrangement, but in each case only if such change does not otherwise
constitute a material change under subparts (v), (w), (x), (y) or (z) of this
section.
SECTION 4.02. Amendments. This Agreement may not be amended except
by an instrument in writing signed on behalf of each of the parties.
SECTION 4.03. Notices. All notices or other communications which
are required or permitted hereunder shall be in writing and sufficient if
delivered personally or sent by nationally recognized overnight courier or by
registered or certified mail, postage prepaid, return receipt requested, or by
facsimile or telecopier, as follows:
if to Parent or Acquiror, to
America Online, Inc.
00000 XXX Xxx
Xxxxxx, XX 00000
Tel: (000) 000-0000
Fax: (000) 000-0000
Attn: Senior Vice President for Business Affairs
-7-
with copies to:
Xxxxxxx Xxxxxxx & Xxxxxxxx
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
Tel: (000) 000-0000
Fax: (000) 000-0000
Attn: Xxxxx Xxxxxx, Esq.
if to the Company:
InfoInterActive Inc.
0000 Xxxxxxx Xxxxxxx, Xxxxx 000
Xxx Xxxxx, Xxxxxxx,
Xxxx Xxxxxx X0X 0X0
Tel: (000) 000-0000
Fax: (000) 000-0000
if to the Shareholder:
Intel Corporation
0000 Xxxxxxx Xxxxxxx Xxxx.
Xxxxx Xxxxx, XX 00000-0000
Tel: (000) 000-0000
Fax: (000) 000-0000
Attn: M&A Portfolio Manager--M/S RN6-46
with copies to:
Intel Corporation
0000 Xxxxxxx Xxxxxxx Xxxx.
Xxxxx Xxxxx, XX 00000-0000
Tel: (000) 000-0000
Fax: (000) 000-0000
Attn: General Counsel
or to such other address as the party to whom notice is to be given may have
furnished to the other party in writing in accordance herewith. All such
notices or communications shall be deemed to be received (i) in the case of
personal delivery, nationally recognized overnight courier or registered or
certified mail, on the date of such delivery and (ii) in the case of facsimile
or telecopier, upon confirmed receipt.
SECTION 4.04. Descriptive Headings; Interpretation. The headings
contained in this Agreement are for reference purposes only and shall not
affect in any way the meaning or interpretation of this Agreement. The terms
"hereof," "herein," "hereby," and derivative or similar words refer to this
entire Agreement. Unless the context otherwise requires words of any gender
include each other gender, and words using the singular or plural number also
include the plural or singular number, respectively. Whenever the words
"include", "includes" or
-8-
"including" are used in this Agreement, they shall be deemed to be followed by
the words "without limitation". All references to currency herein are to
United States dollars unless otherwise specified.
SECTION 4.05. Severability. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule of
law, or public policy, all other conditions and provisions of this Agreement
shall nevertheless remain in full force and effect so long as the economic or
legal substance of the transactions contemplated hereby is not affected in any
manner adverse to any party. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties
hereto shall negotiate in good faith to modify this Agreement so as to effect
the original intent of the parties as closely as possible in an acceptable
manner to the end that transactions contemplated hereby are fulfilled to the
extent possible.
SECTION 4.06. Entire Agreement. This Agreement and the other
documents and instruments delivered in connection herewith constitute the
entire agreement and supersede all prior agreements and undertakings, both
written and oral, among the parties, or any of them, with respect to the
subject matter hereof and thereof.
SECTION 4.07. Assignment. This Agreement may not and shall not be
assigned by operation of Law or otherwise, except that Parent and Acquiror may
assign all or any of their rights hereunder to any Affiliate, provided that no
such assignment shall relieve the assigning party of its obligations
hereunder. Any assignment in violation of this Agreement shall be void.
SECTION 4.08. Parties in Interest. This Agreement shall be binding
upon and inure solely to the benefit of each party hereto, and nothing in this
Agreement, express or implied, is intended to or shall confer upon any other
person any right, benefit or remedy of any nature whatsoever under or by
reason of this Agreement.
SECTION 4.09. Failure or Indulgence Not Waiver; Remedies
Cumulative. No failure or delay on the part of any party hereto in the
exercise of any right hereunder will impair such right or be construed to be a
waiver of, or acquiescence in, any breach of any representation, warranty or
agreement herein, nor will any single or partial exercise of any such right
preclude other or further exercise thereof or of any other right. All rights
and remedies existing under this Agreement are cumulative to, and not
exclusive to, and not exclusive of, any rights or remedies otherwise
available, except that nothing herein shall entitle any party hereto for any
consequential damages for any breach of this Agreement.
SECTION 4.10. Governing Law; Enforcement. This Agreement and the
rights and duties of the parties hereunder shall be governed by, and construed
in accordance with, the Law of the State of New York. The parties agree that
irreparable damage would occur in the event that any of the provisions of this
Agreement were not performed in accordance with their specific terms or were
otherwise breached. It is accordingly agreed that the parties shall be
entitled to an injunction or injunctions to prevent breaches of this Agreement
and to enforce specifically the terms and provisions of this Agreement in any
Federal court sitting in the Southern District of New York, this being in
addition to any other remedy to which they are
-9-
entitled at law or in equity. In addition, each of the parties hereto, (a)
consents to submit itself to the exclusive personal jurisdiction of any
Federal court sitting in the Southern District of New York in the event any
dispute arises out of this Agreement or any transaction contemplated hereby,
(b) agrees that it will not attempt to deny or defeat such personal
jurisdiction by motion or other request for leave from any such court, (c)
agrees that it will not bring any action relating to this Agreement or any
transaction contemplated hereby in any court other than any Federal court
sitting in the Southern District of New York and (d) waives any right to trial
by jury with respect to any action related to or arising out of this Agreement
or any transaction contemplated hereby.
SECTION 4.11. No Third-Party Beneficiaries. Nothing in this
Agreement, express or implied, is intended to confer on any person other than
the parties hereto or their respective successors and assigns, any rights,
remedies, obligations or liabilities under or by reason of this Agreement.
SECTION 4.12. Counterparts. This Agreement may be executed in one
or more counterparts, and by the different parties hereto in separate
counterparts, each of which when executed shall be deemed to be an original
but all of which taken together shall constitute one and the same agreement.
[Remainder of this page intentionally left blank]
-10-
IN WITNESS WHEREOF, Parent, Acquiror and the Shareholder have caused
this Agreement to be duly executed as of the day and year first above written.
AMERICA ONLINE, INC.
By: /s/ Xxxxx Xxxxxxxx
_________________________________
Name: Xxxxx Xxxxxxxx
Title: Senior Vice President
IAN ACQUISITION ULC
By: /s/ Xxxxx X. Xxxxxxx
_________________________________
Name: Xxxxx X. Xxxxxxx
Title: President
INFOINTERACTIVE INC.
By: /s/ Xxxx XxXxxxxx
_________________________________
Name: Xxxx XxXxxxxx
Title: Chairman & CEO
Existing Securities
-------------------
INTEL CORPORATION
1,803,922 Common Shares
By: /s/ Xxxx Xxxxx
_________________________________
Name: Xxxx Xxxxx
Title: Assistant Treasurer
