TENDER AND SUPPORT AGREEMENTTender and Support Agreement • February 10th, 2011 • Verizon Communications Inc • Telephone communications (no radiotelephone) • Delaware
TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of January 27, 2011, by and among Verizon Communications Inc., a Delaware corporation (“Parent”), Verizon Holdings Inc., a Delaware corporation (“Purchaser”), and VMware Bermuda Limited, an Irish limited company (“Stockholder”).
CONFIDENTIALITY AGREEMENT December 15, 2010Confidentiality Agreement • February 10th, 2011 • Verizon Communications Inc • Telephone communications (no radiotelephone) • New York
You have indicated an interest in evaluating a potential acquisition (the “Transaction”) of Terremark Worldwide, Inc. (the “Company”). In evaluating the Transaction, you have requested certain information regarding the Company and the Transaction from the Company. As a condition to your receipt of such information, you agree to treat any information concerning the Transaction or the Company which is furnished to you in connection with evaluating the Transaction (all such information, collectively, the “Confidential Information”) in accordance with the provisions of this Confidentiality Agreement (this “Agreement”) and to take or refrain from taking certain other actions herein set forth.
AGREEMENT AND PLAN OF MERGER Dated as of January 27, 2011 Among Verizon Communications Inc., Verizon Holdings Inc. and Terremark Worldwide, Inc.Merger Agreement • February 10th, 2011 • Verizon Communications Inc • Telephone communications (no radiotelephone) • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of January 27, 2011 (this “Agreement”), is by and among Verizon Communications Inc., a Delaware corporation (“Parent”), Verizon Holdings Inc., a Delaware corporation and wholly owned Subsidiary of Parent (“Purchaser”), and Terremark Worldwide, Inc., a Delaware corporation (the “Company”). Certain terms used in this Agreement are defined in Section 8.11.
Offer To Purchase For Cash All Outstanding Shares of Common Stock of TERREMARK WORLDWIDE, INC. at $19.00 NET PER SHARE by VERIZON HOLDINGS INC. a wholly-owned subsidiary of VERIZON COMMUNICATIONS INC. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT...Offer to Purchase • February 10th, 2011 • Verizon Communications Inc • Telephone communications (no radiotelephone)
The information contained in this summary term sheet is a summary only and is not meant to be a substitute for the more detailed description and information contained in the Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery. You are urged to read carefully the Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery in their entirety. Parent and Purchaser have included cross-references in this summary term sheet to other sections of the Offer to Purchase where you will find more complete descriptions of the topics mentioned below. The information concerning Terremark contained herein and elsewhere in the Offer to Purchase has been provided to Parent and Purchaser by Terremark or has been taken from or is based upon publicly available documents or records of Terremark on file with the United States Securities and Exchange Commission (the “SEC”) or other public sources at the time of the Offer. Parent and Purchaser have not indep
