June 4, 2013 Dear [RSU holder]: As you know, Telular Corporation (“Telular”) has agreed to be acquired by ACP Tower Holdings, LLC by means of a merger of ACP Tower Merger Sub, Inc. with and into (the “Merger”) in accordance with a merger agreement...Merger Agreement • June 5th, 2013 • Telular Corp • Radio & tv broadcasting & communications equipment
Treatment of Your RSUs. In connection with the Merger, each of your outstanding RSUs, whether or not vested or earned, will be cancelled, and the underlying RSU agreement(s) will be terminated effective as of (and contingent upon the occurrence of) the Merger. In consideration for the cancellation of your RSUs and termination of the underlying RSU agreement(s), you will have the right to receive a cash payment of the Company RSU Merger Consideration (as defined in Section 3.05 of the Merger Agreement) applicable to you, which amount is equal to the product of (a) the number of shares of Telular common stock subject to your outstanding RSUs, whether or not vested, including any applicable dividend equivalent units, and (b) the Offer Price (as defined in the Merger Agreement) of $12.61, reduced by any applicable tax withholding, as set forth on the schedule attached to this letter. To acknowledge and confirm your right to receive payment for your RSUs in the Merger, in consideration for
June 4, 2013 Dear [Option holder]: As you know, Telular Corporation (“Telular”) has agreed to be acquired by ACP Tower Holdings, LLC by means of a merger of ACP Tower Holdings Merger Sub, Inc. with an into Telular (the “Merger”) in accordance with a...Merger Agreement • June 5th, 2013 • Telular Corp • Radio & tv broadcasting & communications equipment
Treatment of Your Options. In connection with the Merger, each of your outstanding Options, whether or not vested, will be cancelled, and the underlying Option agreement(s) will be terminated effective as of (and contingent upon the occurrence of) the Merger. In consideration for the cancellation of your Options, and termination of the underlying Options agreements(s), you will have the right to receive a cash payment of the In-the-Money Company Stock Option Merger Consideration (as defined in Section 3.05 of the Merger Agreement) applicable to you, which amount is equal to the product of (a) the number of shares of Telular common stock subject to your outstanding Options, whether or not vested and (b) the excess of $12.61 over the applicable exercise price of each Option, reduced by any applicable tax withholding, as set forth on the schedule attached to this letter. To acknowledge and confirm your right to receive payment for your Options in the Merger, in consideration for the cance
June 4, 2013 Dear [Option and RSU holder]: As you know, Telular Corporation (“Telular”) has agreed to be acquired by ACP Tower Holdings, LLC by means of a merger of ACP Tower Merger Sub, Inc. with and into Telular (the “Merger”) in accordance with a...Merger Agreement • June 5th, 2013 • Telular Corp • Radio & tv broadcasting & communications equipment
Treatment of Your Options. In connection with the Merger, each of your outstanding Options, whether or not vested, will be cancelled, and the underlying Option agreement(s) will be terminated effective as of (and contingent upon the occurrence of) the Merger. In consideration for the cancellation of your Options and termination of the underlying Option agreement(s), you will have the right to receive a cash payment of the In-the-Money Company Stock Option Merger Consideration (as defined in Section 3.05 of the Merger Agreement) applicable to you, which amount is equal to the product of (a) the number of shares of Telular common stock subject to your outstanding Options, whether or not vested and (b) the excess of $12.61 over the applicable exercise price of each Option, reduced by any applicable tax withholding, as set forth on the schedule attached to this letter.
As you know, Telular Corporation (“Telular”) has agreed to be acquired by ACP Tower Holdings, LLC by means of merger of ACP Tower Merger Sub, Inc. with and into Telular (the “Merger”) in accordance with a merger agreement signed on April 29, 2013 and...Merger Agreement • June 5th, 2013 • Telular Corp • Radio & tv broadcasting & communications equipment
Treatment of Your Options. In connection with the Merger, each of your outstanding Options, whether or not vested, will be cancelled, and the underlying Option agreement(s) will be terminated effective as of (and contingent upon the occurrence of) the Merger. In consideration for the cancellation of your Options and termination of the underlying Option agreement(s), you will have the right to receive a cash payment of the In-the-Money Company Stock Option Merger Consideration (as defined in Section 3.05 of the Merger Agreement) applicable to you, which amount is equal to the product of (a) the number of shares of Telular common stock subject to your outstanding Options, whether or not vested, and (b) the excess of $12.61 over the applicable exercise price of each Option, reduced by any applicable tax withholding, as set forth on the schedule attached to this letter.
