AGREEMENTOther Agreements |
|
|
|
You are currently viewing: This Other Agreements involves
Fund I, Ltd | Harbinger Capital Partners Master Fund I, Ltd.. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
|
|
|
Search Other Agreements by:
<PAGE>
EXHIBIT 99.2
AGREEMENT
This Agreement, dated as of November
15, 2006, by and among Salton, Inc., a
Delaware corporation (the "Company"), and Harbinger Capital Partners
Master Fund
I, Ltd. ("Harbinger").
The parties hereto agree to use
their reasonable commercial efforts to
negotiate and execute definitive agreements providing for the combination of
the
Company and Applica Incorporated ("Applica") on terms substantially
consistent
with those discussed by the parties on or about the date hereof (the
"Possible
Transaction"). Such agreements shall be prepared by counsel to Harbinger.
From the date hereof until December
15, 2006, the Company shall (and shall
cause each of its subsidiaries to) afford to directors, officers, employees,
counsel, accountants, agents, financing sources, consultants, advisors and
other
authorized representatives of Harbinger ("Representatives"), in order
to
evaluate the Possible Transaction, reasonable access, during normal business
hours and upon reasonable notice, to its properties, books and records and,
during such period, shall (and shall cause each of its subsidiaries to) furnish
promptly to such Representatives all information concerning its business,
properties and personnel as may reasonably be requested; provided, however,
that
the Company may restrict the foregoing access and information to the extent
that
(i) applicable laws require the Company or any of its subsidiaries to restrict
or prohibit access to any such properties, books, records or information or
(ii)
the information is subject to confidentiality obligations to a third party. The
Confidentiality Agreement (the "Confidentiality Agreement"), dated
October 26,
2006, by and between the Company and Harbinger shall apply with respect to
information furnished to Harbinger and its Representatives by the Company, its
subsidiaries and the Company's officers, employees, counsel, accountants and
other authorized representatives hereunder.
Harbinger agrees to use its
commercial reasonable efforts to (a) complete
its due diligence with respect to the Company and its subsidiaries and (b)
negotiate customary commitment letters in respect of financing for the combined
companies, in each case on or prior to December 15, 2006.
(a) From the date of this Agreement
until December 15, 2006, the Company
and its subsidiaries will not, and will cause their respective officers,
directors, employees and investment bankers, attorneys or other agents retained
by, or acting on behalf of, the Company or any of its subsidiaries not to, (i)
initiate, solicit or encourage, directly or indirectly, any Acquisition
Proposal
(as defined below) or (ii) except as permitted below, negotiate, explore or
otherwise engage in negotiations or discussions with, or furnish any
information
or data to, any corporation, company, group, partnership or other entity or
individual (each, a "Person") relating to an Acquisition Proposal. The
Company
will, and will cause its subsidiaries and the persons referred to in the
preceding sentence to, immediately cease and cause to be terminated all
existing
discussions or negotiations with any Person other than Harbinger conducted
heretofore with respect to any Acquisition Proposal and cease providing
information or data relating to an Acquisition Proposal to any Person other
than
Harbinger.
<PAGE>
(b) Notwithstanding the
foregoing, the Company and the board of
directors of the Company (the
"Board):
(i) may, in response to a
bona fide written Acquisition Proposal
which was not solicited after
the date hereof, was made after the date
hereof and did not otherwise
arise from a breach of this paragraph 4,
participate in discussions or
negotiations with or furnish information
to any person making such a
bona fide written Acquisition Proposal if
the Board determines in good
faith, after consultation with its
financial advisor, that such
Acquisition Proposal is reasonably likely
to constitute a Superior
Proposal (as defined below), and
(ii) shall be permitted to
(A) take and disclose to the Company's
stockholders a position with respect
to any tender or exchange offer
by a person or amend or
withdraw such position, in accordance with
Rules 14d-9 and 14e-2 of the
Securities Exchange Act of 1934, as
amended (the "Exchange
Act")






