STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT, dated as of March 16, 1998 (the "Agreement"),
between 360 Communications Company, a Delaware corporation ("Issuer"), and
ALLTEL Corporation, a Delaware corporation ("Grantee").
RECITALS
A. Issuer and Grantee have entered into an Agreement and Plan of
Merger, dated as of the date hereof (the "Merger Agreement"; defined terms
used but not defined herein have the meanings set forth in the Merger
Agreement), providing for, among other things, the merger of Merger Sub with
and into Issuer pursuant to the terms of the Merger; and
B. As a condition and inducement to Grantee's willingness to enter
into the Merger Agreement, Grantee has requested that Issuer agree, and Issuer
has agreed, to grant Grantee the Option (as defined below).
NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements set forth herein, Issuer
and Grantee agree as follows:
1. Grant of Option. Subject to the terms and conditions set forth
herein, Issuer hereby grants to Grantee an irrevocable option (the "Option")
to purchase up to 19.9% of the number of shares (the "Option Shares") of
common stock, par value $0.01 per share ("Issuer Common Stock"), of Issuer
issued and outstanding immediately prior to the grant of the Option at a
purchase price of $33.90 (as adjusted as set forth herein) per Option Share
(the "Purchase Price").
2. Exercise of Option. (a) Grantee may exercise the Option, with
respect to any or all of the Option Shares at any one time, subject to the
provisions of Section 2(c), upon the occurrence of a Purchase Event (as
defined in Section 7(c)), except that (i) subject to the last sentence of this
Section 2(a), the Option will terminate and be of no further force and effect
upon the earliest to occur of (A) the Effective Time, (B) six months after the
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date on which a Purchase Event (as defined herein) occurs, and (C) termination
of the Merger Agreement in accordance with its terms prior to the occurrence
of a Purchase Event, unless, in the case of clause (C), the Grantee has the
right to receive a Termination Fee following such termination upon the
occurrence of certain events, in which case the Option will not terminate
until the later of (x) six months following the time such Termination Fee
becomes payable and (y) the expiration of the period in which the Grantee has
such right to receive a Termination Fee, and (ii) any purchase of Option
Shares upon exercise of the Option will be subject to compliance with the HSR
Act and the obtaining or making of any consents, approvals, orders,
notifications or authorizations, the failure of which to have obtained or made
would have the effect of making the issuance of Option Shares illegal (the
"Regulatory Approvals") and no preliminary or permanent injunction or other
order by any court of competent jurisdiction prohibiting or otherwise
restraining such issuance shall be in effect. Notwithstanding the termination
of the Option, Grantee will be entitled to purchase the Option Shares if it
has exercised the Option in accordance with the terms hereof prior to the
termination of the Option, and the termination of the Option will not affect
any rights hereunder which by their terms do not terminate or expire prior to
or as of such termination.
(b) In the event that Grantee wishes to exercise the Option, it
will send to Issuer a written notice (an "Exercise Notice"; the date of which
being herein referred to as the "Notice Date") to that effect which Exercise
Notice also specifies the number of Option Shares, if any, Grantee wishes to
purchase pursuant to this Section 2(b), the number of Option Shares, if any,
with respect to which Grantee wishes to exercise its Cash-Out Right (as
defined herein) pursuant to Section 7(c), the denominations of the certificate
or certificates evidencing the Option Shares which Grantee wishes to purchase
pursuant to this Section 2(b) and a date not earlier than 20 business days nor
later than 30 business days from the Notice Date for the closing of such
purchase (an "Option Closing Date"). Any Option Closing will be at an agreed
location and time in New York, New York on the applicable Option Closing Date
or at such later date as may be necessary so as to comply with clause (ii) of
Section 2(a).
(c) Notwithstanding anything to the contrary contained herein, any
exercise of the Option and purchase of Option Shares shall be subject to
compliance with applicable laws and regulations, which may prohibit the
purchase of all the Option Shares specified in the Exercise Notice without
first obtaining or making certain Regulatory Approvals. In such event, if the
Option is otherwise exercisable and Grantee wishes to exercise the Option, the
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Option may be exercised in accordance with Section 2(b) and Grantee shall
acquire the maximum number of Option Shares specified in the Exercise Notice
that Grantee is then permitted to acquire under the applicable laws and
regulations, and if Grantee thereafter obtains the Regulatory Approvals to
acquire the remaining balance of the Option Shares specified in the Exercise
Notice, then Grantee shall be entitled to acquire such remaining balance.
Issuer agrees to use its reasonable best efforts to assist Grantee in seeking
the Regulatory Approvals.
In the event (i) Grantee receives official notice that a Regulatory
Approval required for the purchase of any Option Shares will not be issued or
granted or (ii) such Regulatory Approval has not been issued or granted within
six months of the date of the Exercise Notice, Grantee shall have the right to
exercise its Cash-Out Right pursuant to Section 7(c) with respect to the
Option Shares for which such Regulatory Approval will not be issued or granted
or has not been issued or granted.
3. Payment and Delivery of Certificates. (a) At any Option
Closing, Grantee will pay to Issuer in immediately available funds by wire
transfer to a bank account designated in writing by Issuer an amount equal to
the Purchase Price multiplied by the number of Option Shares to be purchased
at such Option Closing.
(b) At any Option Closing, simultaneously with the delivery of
immediately available funds as provided in Section 3(a), Issuer will deliver
to Grantee a certificate or certificates representing the Option Shares to be
purchased at such Option Closing, which Option Shares will be free and clear
of all liens, claims, charges and encumbrances of any kind whatsoever. If at
the time of issuance of Option Shares pursuant to an exercise of the Option
hereunder, Issuer shall not have issued any securities similar to rights under
a shareholder rights plan, then each Option Share issued pursuant to such
exercise will also represent such a corresponding right with terms
substantially the same as and at least as favorable to Grantee as are provided
under any Issuer shareholder rights agreement or any similar agreement then in
effect.
(c) Certificates for the Option Shares delivered at an Option
Closing will have typed or printed thereon a restrictive legend which will
read substantially as follows:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
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REGISTERED UNDER THE SECURITIES ACT OF 1993, AND MAY BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IF SO REGISTERED OR IF
ANY EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES
ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AS SET FORTH
IN THE STOCK OPTION AGREEMENT, DATED AS OF MARCH 16, 1998, A COPY OF
WHICH MAY BE OBTAINED FROM THE SECRETARY OF 360 COMMUNICATIONS
COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES."
It is understood and agreed that (i) the reference to restrictions arising
under the Securities Act in the above legend will be removed by delivery of
substitute certificate(s) without such reference if such Option Shares have
been sold in compliance with the registration and prospectus delivery
requirements of the Securities Act, such Option Shares have been sold in
reliance on and in accordance with Rule 144 under the Securities Act or
Grantee has delivered to Issuer a copy of a letter from the staff of the SEC,
or an opinion of counsel in form and substance reasonably satisfactory to
Issuer and its counsel, to the effect that such legend is not required for
purposes of the Securities Act and (ii) the reference to restrictions pursuant
to this Agreement in the above legend will be removed by delivery of
substitute certificate(s) without such reference if the Option Shares
evidenced by certificate(s) containing such reference have been sold or
transferred in compliance with the provisions of this Agreement under
circumstances that do not require the retention of such reference.
4. Incorporation of Representations and Warranties of Issuer. The
representations and warranties of Issuer contained in Article III of the
Merger Agreement are hereby incorporated by reference herein with the same
force and effect as though made pursuant to this Agreement.
5. Representations and Warranties of Issuer. Issuer hereby
represents and warrants to Grantee as follows:
(a) Corporate Authorization. Issuer has the corporate power
and authority to enter into this Agreement and to carry out its
obligations hereunder. The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby have
been duly and validly authorized by the Board of Directors of Issuer,
and no other corporate proceedings on the part of Issuer are
necessary to authorize this Agreement and the transactions
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contemplated hereby. This Agreement has been duly and validly
executed and delivered by Issuer, and assuming this Agreement
constitutes a valid and binding agreement of Grantee, this Agreement
constitutes a valid and binding agreement of Issuer, enforceable
against Issuer in accordance with its terms (except insofar as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors'
rights generally, or by principles governing the availability of
equitable remedies).
(b) Authorized Stock. Issuer has taken all necessary
corporate and other action to authorize and reserve and, subject to
the expiration or termination of any required waiting period under
the HSR Act, to permit it to issue, and, at all times from the date
hereof until the obligation to deliver Option Shares upon the
exercise of the Option terminates, shall have reserved for issuance,
upon exercise of the Option, shares of Issuer Common Stock necessary
for Grantee to exercise the Option, and Issuer will take all
necessary corporate action to authorize and reserve for issuance all
additional shares of Issuer Common Stock or other securities which
may be issued pursuant to Section 7 upon exercise of the Option. The
shares of Issuer Common Stock to be issued upon due exercise of the
Option, including all additional shares of Issuer Common Stock or
other securities which may be issuable upon exercise of the Option or
any other securities which may be issued pursuant to Section 7, upon
issuance pursuant hereto, will be duly and validly issued, fully paid
and nonassessable, and will be delivered free and clear of all liens,
claims, charges and encumbrances of any kind or nature whatsoever,
including without limitation any preemptive rights of any stockholder
of Issuer.
6. Representations and Warranties of Grantee. Grantee hereby
represents and warrants to Issuer that:
(a) Corporate Authorization. Grantee has the corporate power
and authority to enter into this Agreement and to carry out its
obligations hereunder. The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby have
been duly and validly authorized by the Board of Directors of
Grantee, and no other corporate proceedings on the part of Grantee
are necessary to authorize this Agreement and the transactions
contemplated hereby. This Agreement has been duly and validly
executed and delivered by Grantee, and assuming this Agreement
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constitutes a valid and binding agreement of Issuer, this Agreement
constitutes a valid and binding agreement of Grantee, enforceable
against Grantee in accordance with its terms (except insofar as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors'
rights generally, or by principles governing the availability of
equitable remedies).
(b) Purchase Not For Distribution. Any Option Shares or
other securities acquired by Grantee upon exercise of the Option will
not be, and the Option is not being, acquired by Grantee with a view
to the public distribution thereof. Neither the Option nor any of
the Option Shares will be offered, sold, pledged or otherwise
transferred except in compliance with, or pursuant to an exemption
from, the registration requirements of the Securities Act.
7. Adjustment upon Changes in Capitalization, Etc. (a) In the
event of any changes in Issuer Common Stock by reason of a stock dividend,
reverse stock split, merger, recapitalization, combination, exchange of
shares, or similar transaction, the type and number of shares or securities
subject to the Option, and the Purchase Price therefor, will be adjusted
appropriately, and proper provision will be made in the agreements governing
such transaction, so that Grantee will receive upon exercise of the Option the
number and class of shares or other securities or property that Grantee would
have received with respect to Issuer Common Stock if the Option had been
exercised immediately prior to such event or the record date therefor, as
applicable.
(b) Without limiting the parties' relative rights and obligations
under the Merger Agreement, in the event that the Issuer enters into an
agreement (i) to consolidate with or merge into any person, other than Grantee
or one of its subsidiaries, and Issuer will not be the continuing or surviving
corporation in such consolidation or merger, (ii) to permit any person, other
than Grantee or one of its subsidiaries, to merge into Issuer and Issuer will
be the continuing or surviving corporation, but in connection with such
merger, the shares of Issuer Common Stock outstanding immediately prior to the
consummation of such merger will be changed into or exchanged for stock or
other securities of Issuer or any other person or cash or any other property,
or the shares of Issuer Common Stock outstanding immediately prior to the
consummation of such merger will, after such merger represent less than 50% of
the outstanding voting securities of the merged company, or (iii) to sell or
otherwise transfer all or substantially all of its assets to any person, other
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than Grantee or one of its subsidiaries, then, and in each such case, the
agreement governing such transaction will make proper provision so that the
Option will, upon the consummation of any such transaction and upon the terms
and condition set forth herein, be converted into, or exchanged for, an option
with identical terms appropriately adjusted to acquire the number and class of
shares or other securities or property that Grantee would have received in
respect of Issuer Common Stock if the Option had been exercised immediately
prior to such consolidation, merger, sale, or transfer, or the record date
therefor, as applicable and make any other necessary adjustments.
(c) If, at any time during the period commencing on the occurrence
of an event as a result of which Grantee is entitled to receive the
Termination Fee pursuant to Section 7.2 of the Merger Agreement (the "Purchase
Event") and ending on the termination of the Option in accordance with Section
2, Grantee sends to Issuer an Exercise Notice indicating Grantee's election to
exercise its right (the "Cash-Out-Right") pursuant to this Section 7(c), then
Issuer shall pay to Grantee, on the Option Closing Date, in exchange for the
cancellation of the Option with respect to such number of Option Shares as
Grantee specifies in the Exercise Notice, an amount in cash equal to such
number of Option Shares multiplied by the difference between (i) the average
closing price for the 10 NYSE trading days commencing on the 12th NYSE trading
day immediately preceding the Notice Date, per share of Issuer Common Stock as
reported on the NYSE Composite Transactions Tape (or, if not listed on the
NYSE, as reported on any other national securities exchange or national
securities quotation system on which the Issuer Common Stock is listed or
quoted, as reported in The Wall Street Journal (Northeast edition), or, if not
reported thereby, any other authoritative source) (the "Closing Price") and
(ii) the Purchase Price, except that in no event shall the Issuer be required
to pay to the Grantee pursuant to this Section 7(c) an amount exceeding the
product of (x) $2.00 and (y) such number of Option Shares. Notwithstanding
the termination of the Option, Grantee will be entitled to exercise its rights
under this Section 7(c) if it has exercised such rights in accordance with the
terms hereof prior to the termination of the Option.
8. Repurchase Option. In the event that Grantee notifies Issuer
of its intention to exercise the Option pursuant to Section 2(a), Issuer may
require Grantee upon the delivery to Grantee of written notice during the
period beginning on the Notice Date and ending two days prior to the Option
Closing Date, to sell to Issuer the Option Shares acquired by Grantee pursuant
to such exercise of the Option at a purchase price per share for such sale
equal to the Purchase Price plus $2.00. The Closing of any repurchase of
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Option Shares pursuant to this Section 8 shall take place immediately
following consummation of the sale of the Option Shares to Grantee on the
Option Closing Date at the location and time agreed upon with respect to such
Option Closing Date.
9. Registration Rights.
(a) Grantee may by written notice (a "Registration Notice") to
Issuer request Issuer to register under the Securities Act all or any part of
the Option Shares or other securities acquired by Grantee pursuant to this
Agreement (collectively, the "Registrable Securities") in order to permit the
sale or other disposition of such securities pursuant to a bona fide, firm
commitment underwritten public offering in which Grantee and the underwriters
shall effect as wide a distribution of such Registrable Securities as is
reasonably practicable and shall use reasonable efforts to prevent any person
or group from purchasing through such offering shares representing more than
3% of the shares of Issuer Common Stock then outstanding on a fully-diluted
basis; provided, however, that any such Registration Notice must relate to a
number of shares equal to at least 2% of the shares of Issuer Common Stock
then outstanding on a fully-diluted basis and that any rights to require
registration hereunder shall terminate with respect to any shares that may be
sold pursuant to Rule 144(k) under the Securities Act.
(b) Issuer shall use reasonable best efforts to effect, as
promptly as practicable, the registration under the Securities Act of the
Registrable Securities requested to be registered in the Registration Notice;
provided, however, that (i) Grantee shall not be entitled to more than an
aggregate of two effective registration statements hereunder and (ii) Issuer
will not be required to file any such registration statement during any period
of time (not to exceed 40 days after a Registration Notice in the case of
clause (A) below or 90 days after a Registration Notice in the case of clauses
(B) and (C) below) when (A) Issuer is in possession of material non-public
information which it reasonably believes would be detrimental to be disclosed
at such time and, based upon the advice of outside securities counsel to
Issuer, such information would have to be disclosed if a registration
statement were filed at that time; (B) Issuer would be 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) Issuer determines, in its
reasonable judgment, that such registration would interfere with any
financing, acquisition or other material transaction involving Issuer. If the
consummation of the sale of any Registrable Securities pursuant to a
registration hereunder does not occur within 180 days after the filing with
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the Securities and Exchange Commission of the initial registration statement
therefor, the provisions of this Section shall again be applicable to any
proposed registration, it being understood that Grantee shall not be entitled
to more than an aggregate of two effective registration statements hereunder.
Issuer will use reasonable efforts to cause each such registration statement
to become effective, to obtain all consents or waivers of other parties which
are required therefor, and to keep such registration statement effective for
such period not in excess of 180 calendar days from the day such registration
statement first becomes effective as may be reasonably necessary to effect
such sale or other disposition. Issuer shall use reasonable best efforts to
cause any Registrable Securities registered pursuant to this Section to be
qualified for sale under the securities or blue sky laws of such jurisdictions
as Grantee may reasonably request and shall continue such registration or
qualification in effect in such jurisdictions; provided, however, that Issuer
shall not be required to qualify to do business in, or consent to general
service of process in, any jurisdiction.
(c) If Issuer effects a registration under the Securities
Act of Issuer Common Stock for its own account or for any other stockholders
of Issuer (other than on Form S-4 or Form S-8, or any successor form), it will
allow Grantee the right to participate in such registration, and such
participation will not affect the obligation of Issuer to effect demand
registration statements for Grantee under this Section 9, except that, if the
managing underwriters of such offering advise Issuer in writing that in their
opinion the number of shares of Issuer Common Stock requested to be included
in such registration exceeds the number which can be sold in such offering,
Issuer will include the shares requested to be included therein by Grantee pro
rata with the shares intended to be included therein by Issuer.
(d) The registration rights set forth in this Section are
subject to the condition that Grantee shall provide Issuer with such
information with respect to Grantee Registrable Securities, the plan for
distribution thereof, and such other information with respect to Grantee as,
in the reasonable judgment of counsel for Issuer, is necessary to enable
Issuer to include in a registration statement all material facts required to
be disclosed with respect to a registration hereunder.
(e) A registration effected under this Section shall be
effected at Issuer's expense, except for underwriting discounts and
commissions and the fees and expenses of Grantee's counsel, and Issuer 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 and as such underwriters may
reasonably require. In connection with any registration, Grantee and Issuer
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agree to enter into an underwriting agreement reasonably acceptable to each
such party, in form and substance customary for transactions of this type.
10. Transfers. The Option Shares may not be sold, assigned,
transferred, or otherwise disposed of except (i) pursuant to Section 8 hereof,
(ii) in an underwritten public offering as provided in Section 9 or (iii) to
any purchaser or transferee who would not, to the knowledge of the Grantee
after reasonable inquiry, immediately following such sale, assignment,
transfer or disposal beneficially own more than 4.9% of the then-outstanding
voting power of the Issuer, except that Grantee shall be permitted to sell any
Option Shares if such sale is made pursuant to a tender or exchange offer that
has been approved or recommended by a majority of the members of the Board of
Directors of Issuer (which majority shall include a majority of directors who
were directors as of the date hereof).
11. Listing. If Issuer Common Stock or any other securities to be
acquired upon exercise of the Option are then listed on the NYSE (or any other
national securities exchange or national securities quotation system), Issuer,
upon the request of Grantee, will promptly file an application to list the
shares of Issuer Common Stock or other securities to be acquired upon exercise
of the Option on the NYSE (and any such other national securities exchange or
national securities quotation system) and will use reasonable efforts to
obtain approval of such listing as promptly as practicable.
12. Miscellaneous. (a) Expenses. Except as otherwise provided in
the Merger Agreement, each of the parties hereto will pay all costs and
expenses incurred by it or on its behalf in connection with the transactions
contemplated hereunder, including fees and expenses of its own financial
consultants, investment bankers, accountants and counsel.
(b) Amendment. This Agreement may not be amended, except by an
instrument in writing signed on behalf of each of the parties.
(c) Extension; Waiver. Any agreement on the part of a party to
waive any provision of this Agreement, or to extend the time for performance,
will be valid only if set forth in an instrument in writing signed on behalf
of such party. The failure of any party to this Agreement to assert any of
its rights under this Agreement or otherwise will not constitute a waiver of
such rights.
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(d) Entire Agreement; No Third-Party Beneficiaries. This Agreement,
the Merger Agreement (including the documents and instruments attached thereto
as exhibits or schedules or delivered in connection therewith) and the
Confidentiality Agreement (i) constitute the entire agreement, and supersede
all prior agreements and understandings, both written and oral, between the
parties with respect to the subject matter of this Agreement, and (ii) except
as provided in Section 8.10 of the Merger Agreement, are not intended to
confer upon any person other than the parties any rights or remedies.
(e) Governing Law. This Agreement will be governed by, and
construed in accordance with, the laws of the State of Delaware, regardless of
the laws that might otherwise govern under applicable principles of conflict
of laws thereof.
(f) Notices. All notices, requests, claims, demands, and other
communications under this Agreement must be in writing and will be deemed
given if delivered personally, telecopied (which is confirmed), or sent by
overnight courier (providing proof of delivery) to the parties at the following
addresses (or at such other address for a party as shall be specified by like
notice):
If to Issuer to:
360 Communications Company
0000 Xxxx Xxxxxxx Xxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxxxx, Esq.
Telecopy: (000) 000-0000
with a copy to:
Xxxxxxxxxxxx Xxxx & Xxxxxxxxx
0000 Xxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxx, Esq.
Telecopy: (000) 000-0000
If to Grantee to:
ALLTEL Corporation
Xxx Xxxxxx Xxxxx
00
Xxxxxx Xxxx, Xxxxxxxx 00000
Attention: Chief Executive Officer
(with a copy to the General Counsel)
Telecopy: (000) 000-0000
with a copy to:
Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: J. Xxxxxxx Xxxxxx
Telecopy: (000) 000-0000
(g) Assignment. Neither this Agreement, the Option nor any of the
rights, interests, or obligations under this Agreement may be assigned,
transferred or delegated, in whole or in part, by operation of law or
otherwise, by Issuer or Grantee without the prior written consent of the
other. Any assignment, transfer or delegation in violation of the preceding
sentence will be void. Subject to the first and second sentences of this
Section 12(g), this Agreement will be binding upon, inure to the benefit of,
and be enforceable by, the parties and their respective successors and assigns.
(h) Further Assurances. In the event of any exercise of the Option
by Grantee, Issuer and Grantee will execute and deliver all other documents
and instruments and take all other action that may be reasonably necessary in
order to consummate the transactions provided for by such exercise.
(i) Enforcement. The parties agree that irreparable damage would
occur and that the parties would not have any adequate remedy at law 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 will 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 located in the
State of Delaware or in Delaware state court, the foregoing being in addition
to any other remedy to which they are entitled at law or in equity. In
addition, each of the parties hereto (i) consents to submit itself to the
personal jurisdiction of any Federal court located in the State of Delaware or
any Delaware state court in the event any dispute arises out of this Agreement
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or any of the transactions contemplated by this Agreement, (ii) agrees that it
will not attempt to deny or defeat such personal jurisdiction by motion or
other request for leave from any such court, and (iii) agrees that it will not
bring any action relating to this Agreement or any of the transactions
contemplated by this Agreement in any court other than a Federal court sitting
in the State of Delaware or a Delaware state court.
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IN WITNESS WHEREOF, Issuer and Grantee have caused this Agreement to
be signed by their respective officers thereunto duly authorized as of the day
and year first written above.
360 COMMUNICATIONS COMPANY
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: President and Chief Executive
Officer
ALLTEL CORPORATION
By: /s/ Xxx Xxxx
Name: Xxx Xxxx
Title: Chairman and Chief Executive
Officer
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