Page 19 of 21 – SEC Filing
Pursuant to the terms of the Investor Rights Agreement, neither Silver Holdings nor its
affiliates may transfer any shares of Series A Preferred Stock subject to certain exceptions (including transfers to affiliates that agree to be bound by the terms of the Investor Rights Agreement).
For so long as Silver Holdings has the right to appoint a director to the Board, without the prior approval by a majority of directors voting
who are not appointed by the holders of shares of Series A Preferred Stock, neither Silver Holdings nor its affiliates will directly or indirectly purchase or acquire any debt or equity securities of the Company (including equity-linked derivative
securities) if such purchase or acquisition would result in Silver Holdings Standstill Percentage (as defined in the Investors Rights Agreement) being in excess of 30%. However, the foregoing standstill restrictions would not prohibit the
purchase of shares pursuant to the PIPE Purchase Agreement or the receipt of shares of Series A Preferred issued as Preferred Dividends pursuant to the Series A Certificate, shares of Common Stock received upon conversion of shares of Series A
Preferred Stock or receipt of any shares of Series A Preferred Stock, Common Stock or other securities of the Company otherwise paid as dividends or as an increase of the Liquidation Preference (as defined in the Series A Certificate) or
distributions thereon. Silver Holdings will also have preemptive rights with respect to issuances of securities of the Company in order to maintain its ownership percentage.
Under the terms of the Investor Rights Agreement, Silver Holdings will be entitled to (i) three demand registrations, with no more than
two demand registrations in any single calendar year and provided that each demand registration must include at least 10% of the shares of Common Stock held by Silver Holdings, including shares of Common Stock issuable upon conversion of shares of
Series A Preferred Stock and (ii) unlimited piggyback registration rights with respect to primary issuances and all other issuances.
The form of the Investor Rights Agreement is filed as Exhibit 99.9 to this Amendment No. 7 and incorporated into this Item 4 by
reference, and the foregoing summary of the Investor Rights Agreement is qualified in its entirety by reference to Exhibit 99.9.
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
Item 6 is hereby amended by the
addition of the following:
The response to Item 4 of this Amendment No. 7 is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits
Item 7 of the Schedule 13D is hereby amended by the addition of the following:
| 99.6 | Share Purchase Agreement by and among Synchronoss Technologies, Inc., Intralinks Holdings, Inc. and Impala Private Holdings II, LLC dated as of October 17, 2017 (filed as Exhibit 2.1 to the Companys Current Report on Form 8-K filed October 19, 2017 and incorporated by reference herein). | |
| 99.7 | Securities Purchase Agreement by and between Synchronoss Technologies, Inc. and Silver Private Holdings I, LLC dated as of October 17, 2017 (filed as Exhibit 2.2 to the Companys Current Report on Form 8-K filed October 19, 2017 and incorporated by reference herein). | |
| 99.8 | Form of Certificate of Designations of the Series A Redeemable Convertible Preferred Stock (filed as Exhibit 3.1 to the Companys Current Report on Form 8-K filed October 19, 2017 and incorporated by reference herein). | |
| 99.9 | Form of Investor Rights Agreement by and between Synchronoss Technologies, Inc. and Silver Private Holdings I, LLC (filed as Exhibit 4.1 to the Companys Current Report on Form 8-K filed October 19, 2017 and incorporated by reference herein). | |
