EXECUTION COPY
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ANNEX A
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OPTION AGREEMENT
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OPTION AGREEMENT, dated as of October 2, 1998 (the "Agreement"), by
and between Vanguard Cellular Systems, Inc., a North Carolina corporation
("Issuer"), and AT&T Corp., a New York corporation ("Grantee").
WHEREAS, Issuer and Grantee have entered into an Agreement and Plan
of Merger, dated as of the date hereof (the "Merger Agreement"), providing for,
among other things, the merger of Issuer with and into a subsidiary of Grantee
with such subsidiary as the surviving corporation in the Merger; and
WHEREAS, as a condition and inducement to Grantee's willingness to
enter into the Merger Agreement, Grantee has requested that Issuer agree, and
Issuer has agreed, to grant Grantee the Option, on the terms set forth herein;
and
WHEREAS, terms not defined herein shall have the meanings set
forth in the Merger Agreement;
NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements set forth herein Issuer
and Grantee agree as follows:
1. Grant of Option. Subject to the terms and conditions set forth
herein, Issuer hereby grants to Grantee an irrevocable option (the "Option") to
purchase up to 7,319,000 (as adjusted as set forth herein) shares of Class A
Common Stock, par value $0.01 per share ("Issuer Common Stock"), of Issuer at a
purchase price of $23 (as adjusted as set forth herein) per Option Share (the
"Purchase Price").
2. Exercise of Option. (a) Grantee may exercise the Option, in
whole or in part, at any time and from time to time, after the occurrence of any
event as a result of which the Grantee shall be entitled to receive a
termination fee pursuant to Section 7.2(e) of the Merger Agreement in the amount
of $52.5 million pursuant to part (1) or part (2) of such Section or in the
amount of $22.5 million pursuant to part (3) of such Section (a "Purchase
Event"); provided, however, that except as provided in the last sentence of this
Section 2(a), the Option shall terminate and be of no further force and effect
upon the earliest to occur of (A) the Effective Time, (B) 12 months and one day
after the occurrence of a termination of the Merger Agreement in accordance with
Section 7.1 (d), (e), (f) or (g) and (C) a termination of the Merger Agreement
in accordance with Section 7.1(a), (b), (c) or (h) of the Merger Agreement.
Notwithstanding the termination of the Option, Grantee shall be entitled to
exercise the Option or have the Option repurchased if it has duly given notice
of its intent to exercise the Option or have the Option repurchased in
accordance with the terms hereof prior to the termination of the Option and the
termination of the Option shall not affect any rights hereunder which by their
terms do not terminate or expire prior to or as of such termination.
(b) In the event that Grantee wishes to exercise the Option, it
shall send to Issuer a written notice (the date of which being herein referred
to as the "Notice Date") to that effect which notice also specifies the total
number of shares the Grantee will purchase pursuant to such exercise and a date
not earlier than three business days nor later than 15 business days from the
Notice Date for the closing of such purchase (the "Option Closing Date");
provided, however, that (i) if the closing of the purchase and sale pursuant to
the Option (the "Option Closing") cannot be consummated by reason of any
applicable judgment, decree, order, law or regulation (including, without
limitation, the rules and regulations of the FCC), the period of time that
otherwise would run pursuant to this sentence shall run instead from the date on
which such restriction on consummation has expired or been terminated and (ii)
without limiting the foregoing, if prior notification to or approval of any
Governmental Entity is required in connection with such purchase or any other
transaction contemplated hereby, Grantee and Issuer shall promptly file the
required notice or application for approval and shall cooperate in the
expeditious filing of such notice or application, and, in the case of any prior
notification or approval required in connection with such purchase, the period
of time that otherwise would run pursuant to this sentence shall run instead
from the date on which, as the case may be, (A) any required notification period
has expired or been terminated or (B) any required approval has been obtained,
and in either event, any requisite waiting period has expired or been
terminated. The place of the Option Closing shall be at the offices of Wachtell,
Lipton, Xxxxx & Xxxx, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx, and the time of
the Option Closing shall be 10:00 a.m. (Eastern Time) on the Option Closing
Date.
3. Payment and Delivery of Certificates. (a) At the Option Closing,
Grantee shall pay to Issuer in immediately available funds by wire transfer to a
bank account designated in writing by Issuer an amount equal to the product of
(x) the Purchase Price and (y) the number of shares being purchased pursuant to
the exercise of the Option.
(b) At the Option Closing, simultaneously with the delivery of
immediately available funds as provided in Section 3(a), Issuer shall deliver to
Grantee a certificate or certificates representing the shares to be purchased at
the Option Closing, which shares shall be free and clear of all liens, claims,
charges and encumbrances of any kind whatsoever and a new Option evidencing the
rights of the Grantee to purchase the balance of the shares purchasable
hereunder.
(c) Certificates for the shares delivered at the Option Closing
shall have typed or printed thereon a restrictive legend which shall read
substantially as follows (if and to the extent true and necessary in light of
legal and factual circumstances existing at such time):
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE
REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION
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FROM SUCH REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO
SUBJECT TO CERTAIN PROVISIONS AS SET FORTH IN THE STOCK OPTION
AGREEMENT, DATED AS OF OCTOBER 2, 1998, A COPY OF WHICH MAY BE
OBTAINED FROM THE SECRETARY OF VANGUARD CELLULAR SYSTEMS, INC. AT
ITS PRINCIPAL EXECUTIVE OFFICES."
It is understood and agreed that: (i) the reference to the resale restrictions
of the Securities Act of 1933, as amended (the "1933 Act"), in the above legend
shall be removed by delivery of substitute certificate(s) without such reference
if Grantee shall have delivered to Issuer a copy of a letter from the staff of
the SEC, or an opinion of counsel, in form and substance reasonably satisfactory
to Issuer, to the effect that such legend is not required for purposes of the
1933 Act; (ii) the reference to the provisions to this Agreement in the above
legend shall be removed by delivery of substitute certificate(s) without such
reference if the shares have been sold or transferred in compliance with the
provisions of this Agreement and under circumstances that do not require the
retention of such reference; and (iii) the legend shall be removed in its
entirety if the conditions in the preceding clauses (i) and (ii) are both
satisfied. In addition, such certificates shall bear any other legend as may be
required by law.
4. Option Repurchase. (a) Upon the occurrence of a Purchase Event
prior to the termination of the Option, in lieu of exercising the option,
Grantee may require Issuer to repurchase the Option. If Grantee so elects,
Issuer (or any successor thereto) shall repurchase the Option from Grantee at a
price (the "Option Repurchase Price") equal to the amount by which (A) the
Market/Offer Price (as defined below) exceeds (B) the Option Price, multiplied
by the number of shares for which this Option may then be exercised. The term
"Market/Offer Price" shall mean the highest of (i) the price per share of Issuer
Common Stock at which a tender offer or exchange offer therefor has been made,
(ii) the highest price per share of Issuer Common Stock to be paid by any third
party pursuant to an agreement with Issuer, (iii) the highest closing price for
shares of Issuer Common Stock within the six-month period immediately preceding
the date Grantee gives notice of the required repurchase of this Option, or (iv)
in the event of a sale of all or a substantial portion of Issuer's assets, the
sum of the price paid in such sale for such assets and the current market value
of the remaining assets of Issuer as determined by a nationally recognized
investment banking firm selected by Grantee, as the case may be, and reasonably
acceptable to the Issuer, divided by the number of shares of Issuer Common Stock
of Issuer outstanding at the time of such sale. In determining the Market/Offer
Price, the value of consideration other than cash shall be determined by a
nationally recognized investment banking firm selected by Grantee, as the case
may be, and reasonably acceptable to the Issuer.
(b) The Grantee may exercise its right to require Issuer to
repurchase the Option pursuant to this Section by surrendering for such purpose
to Issuer, at its principal office, a copy of this Agreement, accompanied by a
written notice or notices stating that Grantee elects to require Issuer to
repurchase this Option in accordance with the provisions of this Section. Within
five business days after the surrender of the Option and the receipt of such
notice or notices relating thereto, Issuer shall deliver or cause to be
delivered to Grantee the Option Repurchase
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Price therefor or the portion thereof, if any, that Issuer is not then
prohibited under applicable law and regulation from so delivering.
To the extent that Issuer is prohibited under applicable law or
regulation from repurchasing, or requires any approval of its stockholders to
repurchase, the Option in full, Issuer shall immediately so notify Grantee and
thereafter deliver or cause to be delivered, from time to time, to Grantee the
portion of the Option Repurchase Price that it is no longer prohibited from
delivering, within five business days after the date on which Issuer is no
longer so prohibited; provided, however, that if Issuer at any time after
delivery of a notice of repurchase pursuant to this Section is prohibited under
applicable law or regulation from delivering, or requires any approval of its
stockholders to deliver, to Grantee, the Option Repurchase Price in full (and
Issuer hereby undertakes to use its best efforts to obtain such approval of its
stockholders and all required regulatory and legal approvals and to file any
required notices, in each case as promptly as practicable in order to accomplish
such repurchase), Grantee may revoke its notice of repurchase of the Option
either in whole or to the extent of the prohibition, whereupon, in the latter
case, Issuer shall promptly (i) deliver to Grantee, that portion of the Option
Repurchase Price that Issuer is not prohibited from delivering; and (ii) deliver
to Grantee, a new Stock Option Agreement evidencing the right of Grantee to
purchase that number of shares of Issuer Common Stock obtained by multiplying
the number of shares of Issuer Common Stock for which the surrendered Stock
Option Agreement was exercisable at the time of delivery of the notice of
repurchase by a fraction, the numerator of which is the Option Repurchase Price
less the portion thereof theretofore delivered to the Holder and the denominator
of which is the Option Repurchase Price. In such event, notwithstanding anything
to the contrary contained herein, the Option shall not terminate until at least
five business day have passed from receipt by Grantee of the notice and portion
of the Option Repurchase Price contemplated by the first sentence of this
paragraph.
Notwithstanding anything to the contrary contained herein, in no
event shall the sum of the Option Repurchase Price and the termination fee
pursuant to Section 7.2(e) of the Merger Agreement received by the Grantee from
the Issuer exceed $53 million and, if such sum otherwise would exceed such
amount, the Option Repurchase Price shall be reduced such that the sum of the
Option Repurchase Price and the Termination Fee equals $53 million.
5. Representations and Warranties of Issuer. Issuer hereby
represents and warrants to Grantee as follows:
(a) Due Authorization. Issuer has all requisite corporate
power and authority to enter into this Agreement and to consummate the
transactions contemplated hereby. The execution and delivery of this
Agreement by Issuer and the consummation by Issuer of the transactions
contemplated hereby have been duly authorized by all necessary corporate
action on the part of Issuer. This Agreement has been duly executed and
delivered by Issuer and constitutes a legal, valid and binding obligation
of Issuer, enforceable against Issuer in accordance with its terms.
(b) Authorized Stock. Issuer's representations and warranties
in the Merger Agreement are incorporated herein by reference. Without
limiting the generality
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or effect of the foregoing, Issuer has taken all necessary corporate and
other action to authorize and reserve and, to permit it to issue, and, at
all times from the date hereof until the obligation to deliver shares upon
the exercise of the Option terminates, shall have reserved for issuance,
upon exercise of the Option, shares of Issuer Common Stock necessary for
Grantee to exercise the Option, and Issuer shall take all necessary
corporate action to authorize and reserve for issuance all additional
shares of Issuer Common Stock or other securities which may be issued
pursuant to Section 7 upon exercise of the Option. The shares of Issuer
Common Stock to be issued upon due exercise of the Option, including all
additional shares of Issuer Common Stock or other securities which may be
issuable upon exercise of the Option or any substitute option pursuant to
Section 7, upon issuance pursuant hereto, shall be duly and validly
issued, fully paid and nonassessable, and shall be delivered free and
clear of all liens, claims, charges and encumbrances of any kind or nature
whatsoever, including without limitation any preemptive rights of any
stockholder of Issuer, and the holder thereof shall be entitled to all
rights and privileges (without limitation) relating to shares of Issuer
Common Stock generally, including with respect to voting and disposition
(c) No Conflicts. The execution and delivery of this
Agreement does not, and the consummation of the transactions contemplated
by this Agreement and compliance with the provisions of this Agreement
shall not, conflict with, or result in any violation of, or default (with
or without notice or lapse of time or both) under, or give rise to a right
of termination, cancellation, or acceleration of any obligation or loss of
a material benefit under, or result in the creation of any Lien upon any
of the properties or assets of Issuer or any of its Significant
Subsidiaries under, (i) the certificate of incorporation or by-laws of
Issuer or the comparable organizational documents of any Significant
Subsidiary of Issuer, (ii) any loan or credit agreement, note, bond,
mortgage, indenture, lease or other agreement, instrument, permit,
concession, franchise, or license applicable to Issuer or any Significant
Subsidiary of Issuer or their respective properties or assets (without
prejudice to the Company's obligations hereunder, other than covenant
restrictions contained in the Indenture with respect to the Company's
9-3/8% Debentures due 2006 and the Company's bank credit facility with the
banks named therein, each of which the Company hereby covenants to use its
best efforts to have waived), or (iii) any judgment, order, decree,
statute, law, ordinance, rule, or regulation applicable to Issuer or any
of its Significant Subsidiaries or their respective properties or assets,
other than, in the case of clauses (ii) and (iii), any such conflicts,
violations, defaults, rights, losses, or Liens that individually or in the
aggregate would not (x) have a material adverse effect on Issuer, (y)
impair the ability of Issuer to perform its obligations under this
Agreement or the Merger Agreement or (z) prevent or materially delay the
consummation of any of the transactions contemplated by this Agreement.
(d) State Takeover Statutes. The Board of Directors of Issuer
has taken all action necessary or advisable so as to render inoperative
with respect to the transactions contemplated hereby all applicable state
anti-takeover statutes.
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6. Representations and Warranties of Grantee. Grantee hereby
represents and warrants to Issuer that:
(a) Due Authorization. Grantee has all requisite corporate
power and authority to enter into this Agreement and to consummate the
transactions contemplated hereby. The execution and delivery of this
Agreement by Grantee and the consummation by Grantee of the transactions
contemplated hereby have been duly authorized by all necessary corporate
action on the part of Grantee. This Agreement has been duly executed and
delivered by Grantee and constitutes a legal, valid and binding obligation
of Grantee, enforceable against Grantee in accordance with its terms.
(b) No Conflicts. The execution and delivery of this
Agreement does not, and the consummation of the transactions contemplated
by this Agreement and compliance with the provisions of this Agreement
hereby shall not, conflict with or result in any violation of, or default
(with or without notice or lapse of time or both) under, or give rise to a
right of termination, cancellation, or acceleration of any obligation or
loss of a material benefit under, or result in the creation of any Lien
upon any of the properties or assets of Grantee or any of its Significant
Subsidiaries under, (i) the certificate of incorporation or by-laws of
Grantee or the comparable organizational documents of any Significant
Subsidiary of Grantee, (ii) any loan or credit agreement, note, bond,
mortgage, indenture, lease or other agreement, instrument, permit,
concession, franchise, or license applicable to Grantee or any Significant
Subsidiary of Grantee or their respective properties or assets, or (iii)
any judgment, order, decree, statute, law, ordinance, rule, or regulation
applicable to Grantee or any of its Significant Subsidiaries or their
respective properties or assets, other than, in the case of clauses (ii)
and (iii), any such conflicts, violations, defaults, rights, losses, or
Liens that individually or in the aggregate would not (x) have a material
adverse effect on Grantee, (y) impair the ability of Grantee to perform
its obligations under this Agreement or the Merger Agreement or (z)
prevent or materially delay the consummation of any of the transactions
contemplated by this Agreement.
(c) Purchase Not for Distribution. Any shares or other
securities acquired by Grantee upon exercise of the Option are acquired
for its own account, and shall not be transferred or otherwise disposed of
except in a transaction registered, or exempt from registration, under the
Securities Act.
7. Adjustment upon Changes in Capitalization, Etc. (a) In the event
of any change in Issuer Common Stock by reason of a stock dividend, split-up,
merger, recapitalization, combination, exchange of shares, or similar or other
transaction, the type and number of shares or securities subject to the Option,
and the Purchase Price therefor, shall be adjusted appropriately, and proper
provision shall be made in the agreements governing such transaction, so that
Grantee shall receive upon exercise of the Option the number and class of shares
or other securities or property that Grantee would have received in respect of
Issuer Common Stock if the Option had been exercised immediately prior to such
event or the record date therefor, as applicable. Subject to Section 1, and
without limiting the parties' relative rights and obligations under the Merger
Agreement, if any additional shares of Issuer Common Stock are issued or cease
to be
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issued and outstanding after the date of this Agreement (other than pursuant to
an event described in the first sentence of this Section 7(a)), the number of
shares of Issuer Common Stock subject to the Option shall be adjusted so that,
after such issuance or ceasing to be issued and outstanding, it equals 19.9% of
the number of shares of Issuer Common Stock then issued and outstanding, without
giving effect to any shares subject to or issued pursuant to the Option.
(b) Without limiting the parties' relative rights and obligations
under the Merger Agreement, in the event that Issuer enters into an agreement
(i) to consolidate with or merge into any person, other than Grantee or one of
its subsidiaries, and Issuer shall not be the continuing or surviving
corporation in such consolidation or merger, (ii) to permit any person, other
than Grantee or one of its subsidiaries, to merge into Issuer and Issuer shall
be the continuing or surviving corporation, but in connection with such merger,
the shares of Issuer Common Stock outstanding immediately prior to the
consummation of such merger shall be changed into or exchanged for stock or
other securities of Issuer or any other person or cash or any other property, or
the shares of Issuer Common Stock outstanding immediately prior to the
consummation of such merger shall, after such merger, represent less than 50% of
the outstanding voting securities of the merged company, or (iii) to sell or
otherwise transfer all or substantially all of its assets to any person, other
than Grantee or one of its subsidiaries, then, and in each such case, the
agreement governing such transaction shall make proper provision so that the
Option shall, upon the consummation of any such transaction and upon the terms
and conditions set forth herein, be converted into, or exchanged for, an option
with identical terms appropriately adjusted to acquire the number and class of
shares or other securities or property that Grantee would have received in
respect of Issuer Common Stock if the Option had been exercised immediately
prior to such consolidation, merger, sale, or transfer, or the record date
therefor, as applicable.
8. Registration Rights. Upon the occurrence of a Purchase Event
that occurs prior to the termination of the Option, Issuer shall, at the request
of Grantee, promptly prepare, file and keep current a shelf registration
statement under the 1933 Act covering any shares issued and issuable pursuant to
this Option and shall use its reasonable best efforts to cause such registration
statement to become effective and remain current in order to permit the sale or
other disposition of any shares of Issuer Common Stock issued upon total or
partial exercise of this Option ("Option Shares"), or shares acquired under the
Voting Agreement, in accordance with any plan of disposition requested by
Grantee. Issuer will use its reasonable best efforts to cause such registration
statement first to become effective and then to remain effective for such period
not in excess of 180 days from the day such registration statement first becomes
effective or such shorter time as may be reasonably necessary to effect such
sales or other dispositions. Grantee shall have the right to demand two such
registrations. Grantee shall provide all information reasonably requested by
Issuer for inclusion in any registration statement to be filed hereunder. If
requested by Grantee in connection with such registration, Issuer shall become a
party to any underwriting agreement relating to the sale of such shares, but
only to the extent of obligating itself in respect of representations,
warranties, indemnities and other agreements customarily included in secondary
offering underwriting agreements for the Issuer.
9. Listing. If Issuer Common Stock or any other securities to be
acquired upon exercise of the Option are then listed on Nasdaq (or any other
national securities exchange
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or national securities quotation system), Issuer, upon the request of Grantee,
shall promptly file an application to list the shares of Issuer Common Stock or
other securities to be acquired upon exercise of the Option on Nasdaq (and any
such other national securities exchange or national securities quotation system)
and shall use reasonable efforts to obtain approval of such listing as promptly
as practicable.
10. Loss or Mutilation. Upon receipt by Issuer of evidence
reasonably satisfactory to it of the loss, theft, destruction or mutilation of
this Agreement, and (in the case of loss, theft or destruction) of reasonably
satisfactory indemnification, and upon surrender and cancellation of this
Agreement, if mutilated, Issuer shall execute and deliver a new Agreement of
like tenor and date. Any such new Agreement executed and delivered shall
constitute an additional contractual obligation on the part of Issuer, whether
or not the Agreement so lost, stolen, destroyed, or mutilated shall at any time
be enforceable by anyone.
11. Miscellaneous.
(a) Expenses. Except as otherwise provided in the Merger Agreement,
each of the parties hereto shall bear and pay all costs and expenses incurred by
it or on its behalf in connection with this Agreement and the transactions
contemplated hereunder, including fees and expenses of its own financial
consultants, investment bankers, accountants and counsel.
(b) Amendment. This Agreement may not be amended, except by an
instrument in writing signed on behalf of each of the parties.
(c) GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED A CONTRACT MADE
UNDER, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS THEREOF;
PROVIDED, HOWEVER, THAT THE LAWS OF THE RESPECTIVE STATES OF INCORPORATION OF
EACH OF THE PARTIES HERETO SHALL GOVERN THE RELATIVE RIGHTS, OBLIGATIONS,
POWERS, DUTIES AND OTHER INTERNAL AFFAIRS OF SUCH PARTY AND ITS BOARD OF
DIRECTORS.
(d) Severability. If any provision of this Agreement or the
application of such provision to any person or circumstances shall be held
invalid by a court of competent jurisdiction, the remainder of the provision
held invalid and the application of such provision to persons or circumstances,
other than the party as to which it is held invalid, shall not be affected.
(e) Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together shall constitute one and the same instrument.
(f) Headings. All Section headings are for convenience of reference
only and are not part of this Agreement and no construction or reference shall
be derived therefrom.
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(g) Extension; Waiver. Any agreement on the part of a party to
waive any provision of this Agreement, or to extend the time for performance,
shall be valid only if set forth in an instrument in writing signed on behalf of
such party. The failure of any party to this Agreement to assert any of its
rights under this Agreement or otherwise shall not constitute a waiver of such
rights.
(h) Entire Agreement; No Third-Party Beneficiaries. This Agreement,
the Voting Agreement and the Merger Agreement (including the documents and
instruments referred to therein) and the confidentiality agreement entered into
by Issuer and Grantee in connection with the transactions contemplated by the
Merger Agreement (i) constitute the entire agreement, and supersede all prior
agreements and understandings, both written and oral, between the parties with
respect to the subject matter of such agreements and (ii) except as expressly
otherwise provided herein or in the Voting Agreement or the Merger Agreement,
are not intended to confer upon any person other than the parties any rights or
remedies.
(i) Notices. All notices, requests, claims, demands, and other
communications under this Agreement must be in writing and shall be deemed given
if delivered personally, telecopied (which is confirmed), or sent by overnight
courier (providing proof of delivery) to the parties at the following addresses
(or at such other address for a party as shall be specified by like notice):
(i) if to Grantee, to
AT&T Corp.
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxx Xxxxx, Xxx Xxxxxx 00000
Telecopy No.: (000) 000-0000
Attention: Xxxxxxx Xxxxxx
with copies to:
Wachtell, Lipton, Xxxxx & Xxxx
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopy No.: (000) 000-0000
Attention: Xxxxx X. Silk; and
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(ii) if to Issuer, to
Vanguard Cellular Systems, Inc.
0000 Xxxxxx Xxxxxx Xxxx
Xxxxxxxxxx, XX 00000
Telecopy No.: (000) 000-0000
Attention: Xxxxxxx Xxxxxxxxx
with a copy to:
Xxxxxx & Xxxxxxx
53rd at Third Avenue, Suite 1000
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
Telecopy No.: (000) 000-0000
Attention: Xxxxxxx X. Xxx.
(j) Assignment. Neither this Agreement nor any of the rights,
interests, or obligations under this Agreement may be assigned or delegated, in
whole or in part, by operation of law or otherwise, by Issuer without the prior
written consent of Grantee, and Grantee may assign or delegate, in whole or in
part, any of its rights hereunder. Any assignment or delegation in violation of
the preceding sentence shall be void.
(k) Further Assurances. In the event of any exercise of the Option
by Grantee, Issuer and Grantee shall execute and deliver all other documents and
instruments and take all other action that may be reasonably necessary in order
to consummate the transactions provided for by such exercise.
(l) ENFORCEMENT. THE PARTIES AGREE THAT IRREPARABLE DAMAGE WOULD
OCCUR AND THAT THE PARTIES WOULD NOT HAVE ANY ADEQUATE REMEDY AT LAW IN THE
EVENT THAT ANY OF THE PROVISIONS OF THIS AGREEMENT WERE NOT PERFORMED IN
ACCORDANCE WITH THEIR SPECIFIC TERMS OR WERE OTHERWISE BREACHED. IT IS
ACCORDINGLY AGREED THAT THE PARTIES SHALL BE ENTITLED TO AN INJUNCTION OR
INJUNCTIONS TO PREVENT BREACHES OF THIS AGREEMENT AND TO ENFORCE SPECIFICALLY
THE TERMS AND PROVISIONS OF THIS AGREEMENT IN ANY FEDERAL COURT LOCATED IN THE
STATE OF NEW YORK OR IN NEW YORK STATE COURT, THE FOREGOING BEING IN ADDITION TO
ANY OTHER REMEDY TO WHICH THEY ARE ENTITLED AT LAW OR IN EQUITY.
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IN WITNESS WHEREOF, Issuer and Grantee have caused this Agreement to
be signed by their respective officers thereunto duly authorized as of the day
and year first written above.
VANGUARD CELLULAR SYSTEMS,
INC.
By:
Name:
Title:
AT&T CORP.
By: /s/ Xxxxxxx Xxxx
Name: Xxxxxxx Xxxx
Title: Assistant Secretary
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Confirmed and accepted as of the date first written above:
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: President and Chief
Executive Officer
