Telescan. Inc. 5959 Corporate Drive Suite 2000 Houston, TX 70000 Xxxxxxxxx: Xxxx Xxxxxxxx Xxxxxxxxx: (000) 088-9843 with x xxxx (xxxxh shall not constitute xxxxxx) xx: Simpson Thacher & Bartlett 425 Lexington Avenue Xxx Xxxx, Xxx Yoxx 00007 Xxx: (000) 000-0000 Xxxxxxxxx: Xxxx X. Xxxxers, Esq.
Telescan. Inc. 5959 Corporate Drive Suite 2000 Xxxxxxx, XX 00000 Xxxxxxxxx: Xxxx Xxxxxxxx Facsimile: (281) 588-9843 with a copy (which shall not xxxxxxxxxx xxtice) to: Simpson Thacher & Bartlett 425 Lexington Avexxx Xxx York, New York 10000 Xxx: (000) 000-0000 Xxxxntion: Gary I. Sellers, Xxx.
Telescan. Inc. 0000 Xxxxxxxxx Xxxxx Xxxxx 0000 Xxxxxxx, Xxxxx Attention: In House Counsel FRT: XxxxXxxxXxxx.xxx, Inc. 0000 Xxxxxxxxx Xx. Suite 430 Irvine, CA 92612 Attention: In House Counsel
Telescan and each of the Subsidiaries is duly qualified and in good standing to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary other than in such jurisdictions where the failure so to qualify or to be in good standing, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect
Telescan has all requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby, subject in the case of the consummation of the Telescan Merger to the adoption of this Agreement by the Required Telescan Vote (as defined in Section 4.1(g)). The execution and delivery of this Agreement, the performance of the obligations hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Telescan and no other corporate proceedings on the part of Telescan are necessary to authorize the execution and delivery of this Agreement or to consummate the Telescan Merger and the other transactions contemplated hereby, subject in the case of the consummation of the Telescan Merger to the adoption of this Agreement by the
Telescan. Neither Telescan nor any of its Subsidiaries is in violation of, and Telescan and its Subsidiaries have not received any notices of violations with respect to, any laws, statutes, ordinances, rules or regulations of any Governmental Entity, except for violations which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Telescan.
Telescan. Disclosure Schedule, is not subject to any default thereunder, of which Telescan has knowledge, by any party obligated to Telescan or any of the Subsidiaries pursuant thereto. Section 4.1(m) of the Telescan Disclosure Schedule identifies each Telescan Contract that requires a consent, waiver or approval to preserve all rights of, and benefits to, Telescan or any of the Subsidiaries under such Telescan Contract as a result of entering into this Agreement or effecting the Merger or the other transactions contemplated by this Agreement.
Telescan shall promptly notify ZiaSun of any event or occurrence or emergency not in the ordinary course of business of Telescan and any event which would reasonably be expected to have a Material Adverse Effect on Telescan.
Telescan shall duly take all lawful action to call, give notice of, convene and hold a meeting of its stockholders on a date determined in accordance with the mutual agreement of Telescan and ZiaSun (the "Telescan Stockholders Meeting") for the purpose of obtaining the Required Telescan Vote with respect to the transactions contemplated by this Agreement and shall take all lawful action to solicit the adoption of this Agreement by the Required Telescan Vote, and the Board of Directors of Telescan shall recommend adoption of this Agreement by the stockholders of Telescan to the effect as set forth in Section 4.1(f) (the "Telescan Recommendation"), and shall not, unless ZiaSun makes a Change in the ZiaSun Recommendation, (x) withdraw, modify or qualify (or propose to withdraw, modify or qualify) in any manner adverse to ZiaSun such recommendation or (y) take any action or make any statement (other than any action described in the foregoing clause (x)) in connection with the Telescan Stockholders Meeting inconsistent with such recommendation (collectively, a "Change in the Telescan Recommendation"); provided, however, any action or statement under clause (y) will not be deemed a Change in the Telescan Recommendation provided (I) such action or statement is taken or made pursuant to advice from Simpson Thacher & Bartlett, counsel to Telescan, to the effect that xxxx xxxxxx xx stxxxxxxx is required by applicable law, (II) if an Telescan Public Proposal (as defined in Section 8.2(c)) has been made and not rescinded, such action or statement shall not relate to such Telescan Public Proposal other than any factual statement required by any regulatory authority (including the SEC) and shall in any event include a rejection of such Telescan Public Proposal and (III) such action or statement also includes a reaffirmation of the Telescan Board of Directors' approval of the Mergers and the other transactions contemplated hereby and recommendation to the Telescan stockholders to adopt this Agreement; provided further, however, that the Board of Directors of Telescan may make a Change in the Telescan Recommendation pursuant to Section 6.5. Notwithstanding any Change in the Telescan Recommendation, this Agreement shall be submitted to the stockholders of Telescan at the Telescan Stockholders Meeting for the purpose of adopting this Agreement and nothing contained herein shall be deemed to relieve Telescan of such obligation.
Telescan. Inc. Attention: Corporate Secretary 5959 Xxxxxxxxx Xxxxx Xxxxx 0000 Xxxxxxx, Xxxxx 00000 with required copy to: Mr. Xxxxx X. Xxxlxx Xxxxx Xxxdxxx & Xapp XXX 3500 Xxxxx Xxxxx 000 Xxxxxx Xxxxxxx, Xxxxx 00000 Fax: (713) 000-0000
