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of a transition services agreement between the Company and Impala, (iv) the receipt by the Company (and delivery to Impala) of solvency and fairness opinions, (v) the absence of any
Material Adverse Effect (as defined in the Share Purchase Agreement) with respect to Intralinks and (vi) Impala being satisfied in its reasonable discretion that no regulatory or other governmental development (other than under antitrust laws)
affecting Intralinks or its subsidiaries, or any of its officers, employees or directors would reasonably be likely to cause an adverse effect on Intralinks, Impala or their respective affiliates (or adversely affect the benefits of the Sale to
Impala or its affiliates) following consummation of the Intralinks Transaction. The closing of the Intralinks Transaction is not subject to any financing contingency. Immediately following the consummation of the Intralinks Transaction, the Company
will pay to Impala $5 million as partial reimbursement of the out-of-pocket fees and expenses incurred by Impala, Siris and their respective affiliates in
connection with the execution of the Share Purchase Agreement and the Intralinks Transaction.
The Share Purchase Agreement contains
customary representations and warranties and covenants made by each of Impala, Intralinks and the Company, which include covenants regarding: (i) the conduct of the operations of Intralinks prior to the consummation of the Intralinks
Transaction, (ii) customary no-shop restrictions on the Companys ability to solicit alternative acquisition proposals for Intralinks and (iii) the use of reasonable best efforts to
cause the Intralinks Transaction to be consummated.
Siris Capital Group has obtained debt financing commitments from Royal Bank of
Canada, Golub Capital LLC, and Macquarie Capital Funding LLC for the purpose of financing the transactions contemplated by the Share Purchase Agreement and paying related fees and expenses. The obligations of the lenders to provide debt financing
under the debt commitment letter are subject to certain conditions.
The Share Purchase Agreement contains specified termination rights
for each of the Company and Impala, including (i) if the consummation of the Intralinks Transaction is legally prohibited or enjoined by a final, non-appealable government order, (ii) if the
consummation of the Intralinks Transaction has not occurred by January 15, 2018, (iii) if there are any material inaccuracies in the representations and warranties of the parties, or material breaches of the parties respective covenants
that have not been cured within a specified time, (iv) if Impala is not satisfied in its reasonable discretion that no regulatory or other governmental development (other than under antitrust laws) affecting Intralinks or its subsidiaries or
any of its officers, employees or directors would reasonably be likely to cause an adverse effect on Intralinks, Impala or their respective affiliates (or adversely affect the benefits of the Sale to Impala or its affiliates) following consummation
of the Intralinks Transaction, or (v) by mutual written consent of the parties.
Impala may be required to pay the Company a
termination fee of approximately $48.9 million upon termination of the Share Purchase Agreement under the following circumstances: (i) if (A) the marketing period has ended, (B) all other conditions to closing of the Intralinks
Transaction have been satisfied or waived, (C) the Company has irrevocably confirmed by written notice that, if the necessary debt and equity financing are funded, then it would take such actions as are within its control to consummate the
Intralinks Transaction and (D) Impala fails to consummate the Intralinks Transaction within three business days of when the closing should have occurred and the Company stood ready, willing and able to consummate the Intralinks Transaction at
all times during such three-business-day period; or (ii) if Impala terminates the Share Purchase Agreement following January 15, 2018 and the Company could have terminated the Share Purchase
Agreement pursuant to prong (i), without giving effect to the three business day grace period. The
