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Share Purchase Agreement further provides that the Company may be required to reimburse Impala for certain of its expenses, up to a cap of $5 million, if Impala terminates the Share Purchase
Agreement because 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 following consummation of the Intralinks Transaction (the Intralinks Reimbursement).
Additionally, should the consummation of the Intralinks Transaction occur after November 15, 2017 due to a material breach by Impala of
its covenants under the Share Purchase Agreement, or a delay by Impalas financing sources that constitutes a breach by such financing sources or that is related to a breach by Impala of its covenants under the Share Purchase Agreement, Impala
will be required to reimburse the Company for any amendment, consent or waiver fee that the Company is required to pay its lenders pursuant to the Seller Credit Agreement (as defined in the Share Purchase Agreement), up to a cap of $5 million.
Subject to the terms of the Share Purchase Agreement, the Company and Impala have agreed to indemnify each other for certain damages,
costs and expenses that result from breaches of their respective representations and warranties, breaches of covenants and certain other matters. Each partys right to be indemnified under the Share Purchase Agreement is subject to certain
limitations, including a $25 million cap on damages with respect to representations and warranties (other than with respect to (i) breaches of the Companys representation with respect to the sufficiency of the assets transferred in
the Intralinks Transaction, which are subject to a cap of $50 million, (ii) breaches of the Companys representation regarding the absence of misstatements or omissions of material facts, which is subject to a cap of $50 million
and (iii) breaches of the Companys Fundamental Representations (as defined in the Purchase Agreement), which are subject to a cap equal to the purchase price). Additionally, the Company has agreed to indemnify Impala, without limitation,
for certain excluded liabilities, including, among others, liabilities arising out of any litigation, actions or investigations to which the Company is a party, target or subject and expenses of Intralinks related to the Intralinks Transaction and
not otherwise paid at or prior to the closing of the Intralinks Transaction.
This summary of the Share Purchase Agreement and the
transactions contemplated thereby is qualified in its entirety by reference to the full text of the Share Purchase Agreement, a copy of which is attached as Exhibit 99.6 to this Amendment No. 7 and incorporated into this Item 4 by reference.
The Share Purchase Agreement has been included in this report to provide investors with information regarding its terms and conditions.
It is not intended to provide any other factual information about the Company, Intralinks and Impala or any of their respective subsidiaries. The representations, warranties and covenants contained in the Share Purchase Agreement were made only for
purposes of that agreement and as of specific dates, were solely for the benefit of the parties to the Share Purchase Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential
disclosures made for the purposes of allocating contractual risk between the parties to the Share Purchase Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties
that differ from those applicable to investors. Investors are not third-party
