Acacia Cisco Merger Agreement

The approval by the Chinese authorities of the SAMR is the only condition of conclusion that remains to be determined in the previously announced merger agreement. The closing of the merger is subject to the usual terms of the transaction, including (i) the acceptance of the merger agreement by the company`s shareholders, (ii) the expiry or end of the existing waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and obtaining certain cartel authorizations and abuse of dominant position abroad , including in China, (iii) the absence of state injunctions or other legal restrictions prohibiting the concentration or certain restrictions on cartels and abuse of dominant position, and (iv) the absence of significant adverse effects, as defined in the merger agreement. In addition, the obligation for each party to complete the merger depends, among other things, on the veracity of the other party`s assurances and guarantees (subject to certain substantial derogations) and on the other party`s material compliance with its obligations under the merger agreement. The obligations of the parents under the merger agreement are not subject to financing conditions. The merger agreement may be denounced subject to the terms of the merger agreement: (i) by mutual written consent of the parent company and the company, (ii) by the parent company or company, if an injunction or other legal restrictions prevent the merger from taking place; (iii) either by the company or by the parent company, if the required voice of the company`s shareholders has not been collected or (iv) by the parent company or (iv) by the parent company or parent company of other parties which does not violate any material infringement to be represented by any guarantee, guarantee, contract or agreement under the merger agreement. The merger agreement may also be terminated by the company to reach an agreement on a general proposal, subject to certain conditions, and by the parent company, if the board of directors amends its recommendation regarding the merger, if the company does not significantly comply with its obligations to hold the shareholders` meeting and not solicit further acquisition proposals, the Commission confirms its recommendation at the request of the parent companies in response to another proposed acquisition or proposes no alternative acquisition proposal. , a competing offer or an exchange offer after the announcement.