EXHIBIT 2.7
Suez Acquisition Company (Cayman) Limited
x/x Xxxxxx Xxxx Xxxxxxxx, X.X.
Xxxxx 00, 0000
XXXXXXX Software Corporation
0000 Xxxxxxxx Xxxxxx
Xxxxxxxx Xxxx, Xxxxxxxxxx 00000
Ladies and Gentlemen:
This letter sets forth our agreement with respect to certain matters
related to (i) the Stock Purchase Agreement between Suez Acquisition Company
(Cayman) Limited ("SAC") and Seagate Technology, Inc. (the "Company") dated as
of the date hereof (the "Stock Purchase Agreement") and (ii) the Agreement and
Plan of Merger among VERITAS Software Corporation ("VERITAS"), Victory
Acquisition Sub, Inc. and the Company dated as of the date hereof (the "Merger
Agreement").
1. No-Shop. Prior to termination of the Stock Purchase Agreement in accordance
with its terms, VERITAS shall not (directly or indirectly through
subsidiaries or otherwise), and shall direct its officers, directors,
affiliates or employees or any investment banker, attorney or other advisor
or representative retained by any of them not to, directly or indirectly,
(i) solicit, initiate, encourage or induce the making, submission or
announcement of any Seller Acquisition Proposal (as defined in the Stock
Purchase Agreement), (ii) participate in any discussions, negotiations or
other communications with any person regarding, or furnish to any person
any information with respect to, or take any other action to facilitate any
inquiries or the making of any proposal that constitutes or may reasonably
be expected to lead to, any Seller Acquisition Proposal, (iii) approve,
endorse or recommend any Seller Acquisition Proposal, or (iv) enter into
any letter of intent, contract, agreement, understanding or commitment
contemplating or otherwise relating to any Seller Acquisition Transaction.
VERITAS shall notify SAC promptly after receiving any inquiry or other
communication regarding any Seller Acquisition Proposal.
2. Alternative Transaction Fee. In the event that: (i) the Stock Purchase
Agreement is terminated pursuant to Sections 10.1(g) or (h), (ii) in the
case of a termination by SAC of the Stock Purchase Agreement, SAC shall not
be in breach of any of its representations and warranties, covenants or
agreements under the Stock Purchase Agreement such that the Company would
not then be required to consummate the transactions contemplated by the
Stock Purchase Agreement and (iii) within 90 days of the date of such
termination, VERITAS enters into any agreement or agreements with respect
to a Seller Acquisition Transaction, VERITAS shall,
prior to or simultaneously with entering into any such agreement or
agreements, pay to SAC (or its designees), $50 million in immediately
available funds.
3. Governing Law. This letter agreement will be governed by and construed and
interpreted in accordance with the laws of the State of New York.
4. Counterparts. This letter agreement may be executed in separate
counterparts, each of which shall constitute an original and all of which,
taken together, shall constitute one and the same instrument.
5. Assignment. The rights and obligations of each party hereto may not be
assigned to any other party (by operation of law or otherwise) without the
written consent of the other party hereto.
6. Specific Performance. In view of the uniqueness of the agreements contained
in this letter agreement and the transactions contemplated hereby and the
fact that the parties hereto would not have an adequate remedy at law for
money damages in the event that any obligation under this letter agreement
is not performed in accordance with its terms, each of the parties hereto
therefore agrees that each party hereto shall be entitled to specific
enforcement of the terms of this letter agreement in addition to any other
remedy to which such party may be entitled, at law or in equity.
Very truly yours,
SUEZ ACQUISITION COMPANY (CAYMAN) LIMITED
By: /s/ XXXXX X. XXXXXXXX
--------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Managing Member
Accepted and Agreed as of
the date first written above:
VERITAS SOFTWARE CORPORATION
By: /s/ XXXX XXXXXX
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