Agreement have not been consummated by December 7, 2022 (subject to certain extension rights by the parties), and the delay in closing is not due to the material breach of the Purchase Agreement by the party seeking termination.
Upon termination of the Purchase Agreement in accordance with its terms, under specified circumstances, Limelight will be required to pay Seller a reverse termination fee of $9,000,000.
Treatment of Equity
Pursuant to the Purchase Agreement, Seller shall retain all liabilities in respect of each long-term cash or equity-based incentive or retention award granted to any Transferred Business Employee (as defined in the Purchase Agreement) that is outstanding and vested as of closing.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is attached hereto as Exhibit 2.1 and is incorporated by reference herein.
Important Statement Regarding the Purchase Agreement
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is attached hereto as Exhibit 2.1 and incorporated herein by reference. A copy of the Purchase Agreement has been included to provide Limelight stockholders with information regarding its terms and is not intended to provide any factual information about the Limelight, Seller or Edgecast. The representations, warranties and covenants contained in the Purchase Agreement have been made solely for the purposes of the Purchase Agreement and as of specific dates; were made solely for the benefit of the parties to the Purchase Agreement; are not intended as statements of fact to be relied upon by Limelight stockholders or other security holders, but rather as a way of allocating the risk between the parties in the event the statements therein prove to be inaccurate; have been modified or qualified by certain confidential disclosures that were made between the parties in connection with the negotiation of the Purchase Agreement, which disclosures are not reflected in the Purchase Agreement itself; may no longer be true as of a given date; and may apply standards of materiality in a way that is different from what may be viewed as material by Purchase stockholders or other security holders. Limelight stockholders and other security holders are not third-party beneficiaries under the Purchase Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Limelight, Seller or Edgecast. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Limelight’s public disclosures. Limelight acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Current Report on Form 8-K not misleading. The Purchase Agreement should not be read alone but should instead be read in conjunction with the other information regarding the Purchase Agreement, the Purchase, Limelight, Seller, Edgecast, their respective affiliates and their respective businesses, that will be contained in, or incorporated by reference into, the proxy statement on Schedule 14A of Limelight, as well as in the Forms 10-K, Forms 10-Q, Forms 8-K and other filings that Limelight make with the SEC.
Stockholders Agreement
At closing, pursuant to the Purchase Agreement, Limelight and Seller will enter into a stockholders agreement (the “Stockholders Agreement”), pursuant to which, among other things, immediately following closing, Limelight will be obligated to ensure the Limelight Board and certain committees thereof consist of the individuals set forth therein, including the applicable designees of Seller, in each case, as more particularly set forth in the Stockholders Agreement. At the closing, the Limelight Board will consist of nine total directors: three designees of Seller, and six individuals who are currently directors of Limelight.