Credit Suisse Investment Banking Pitch Book
CONFIDENTIAL
Preliminary Summary of Transaction Terms (Cont'd)
TERM
Termination
SUMMARY DESCRIPTION
▸ By the mutual written consent of Solar and Merger Co
▸ By either Solar or Merger Co if:
■
The Merger is not consummated on or before September 15, 2005 or, if the financing
marketing period has not ended before August 19, 2005, then such date will be extended to
October 10, 2005 (so long as the failure to consummate the Merger is not due to a breach by
the terminating party)
The required approval of Solar's stockholders is not obtained
A final and non-appealable governmental order prohibits the consummation of the Merger
There is a breach of the representations, warranties or covenants of the other party, which
breach would cause the failure of a condition, and such breach is not, or cannot be, cured
within 30 days of notice
CREDIT FIRST
SUISSE BOSTON
.
•
▸ By Merger Co if Solar's board of directors (a) modifies, withdraws, or changes in a manner
adverse to Merger Co, its recommendation of the Merger, (b) recommends or approves a
competing acquisition proposal, (c) within 5 business days of first announcement of a tender offer
for Solar's shares, takes any position on such affer other than recommending rejection of such
offer, or (d) fails to include its recommendation of the Merger in the proxy statement distributed to
Solar's stockholders (each a "Board Termination Act")
▸ By Solar if:
Solar receives a superior acquisition proposal, so long as (a) Solar gives Merger Co an
opportunity to match such proposal and (b) Merger Co fails to match such proposal within 5
business days (subject to a 2 business day extension upon certain amendments to the
superior acquisition proposal)
.
Conditions to the obligations of Merger Co to close the Merger have been satisfied, and the
Merger is not consummated on the last day of the financing marketing period
Merger Co fails to waive its right not to close due to a Market MAC within a certain period
after Solar requests that Merger Co do so
Source: Based on Shearman and Sterling draft as of March 26, 2005
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