Goldman Sachs
summary of key legal and merger agreement items viper approval a commitment letters panther stockholder treatment of employee equity awards payable by viper for failure to close ability to force closure payable by panther limited guarantee requires panther stockholder approval key terms negotiated equity and debt commitment letters will be in place at the time the merger agreement is executed viper will provide a standard limited guarantee from a viper entity that obligates it to pay the reverse termination fee amount if required under the terms of the merger agreement panther has right to cause the equity financing to fund if and only if viper debt financing has been funded or will be funded at closing if viper debt financing is not available when all of closing conditions have been satisfied or viper otherwise fails to close panther will have the right to terminate the merger agreement and collect the reverse termination fee of equity value of equity value all employee equity awards whether vested or unvested will be cashed out at closing gross ups tax consequences panther is permitted to provide gross up payments to the members of panther executive leadership team consideration received by panther stockholders will be taxable for federal income tax purposes board seats none quarterly dividend panther is permitted to continuing making its regular quarterly dividend through the closing date stone key partners | Goldman Sachs
Company
Deck Type
Sector
Industry
Deck date
January 2021
Slide
4 of 27
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