{"id":43623,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/standstill-agreement-h-amp-r-block-inc-and-worldcom-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"standstill-agreement-h-amp-r-block-inc-and-worldcom-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/standstill-agreement-h-amp-r-block-inc-and-worldcom-inc.html","title":{"rendered":"Standstill Agreement &#8211; H&#038;R Block Inc. and WorldCom Inc."},"content":{"rendered":"<pre>                              STANDSTILL AGREEMENT\n\n     THIS STANDSTILL AGREEMENT (this 'Agreement') dated as of  September 7,\n1997, by and among H&amp;R BLOCK, INC.,  a Missouri corporation ('H&amp;R Block'), H&amp;R\nBLOCK GROUP, INC., a Delaware corporation ('Block Group'), and WORLDCOM, INC., a\nGeorgia corporation ('WorldCom').\n\n                                  WITNESSETH:\n\n     WHEREAS, WorldCom, Walnut Acquisition Company, L.L.C., a Delaware limited\nliability company which is wholly owned by WorldCom ('WAC'), CompuServe\nCorporation, a Delaware corporation ('CompuServe'), H&amp;R Block and Block Group, a\nwholly-owned subsidiary of H&amp;R Block, have entered into an Agreement and Plan of\nMerger dated as of September 7, 1997 (the 'Merger Agreement') (capitalized terms\nused but not otherwise defined in this Agreement have the meanings assigned to\nsuch terms in the Merger Agreement), which provides for the merger of WAC with\nand into CompuServe (the 'Merger') in accordance with the laws of the State of\nDelaware and the provisions of the Merger Agreement; and\n\n     WHEREAS, as a condition to the willingness of WorldCom and WAC to enter\ninto the Merger Agreement and incur the obligations set forth therein, WorldCom\nhas required that H&amp;R Block  and Block Group agree, and in order to induce\nWorldCom to enter into the Merger Agreement, H&amp;R Block and Block Group have\nagreed, to enter into this Agreement.\n\n     NOW, THEREFORE, in consideration of the foregoing premises and agreements\ncontained herein, the parties hereto agree as follows:\n\n\n                                 ARTICLE I\n \n                             STANDSTILL PROVISIONS\n\n   1.1  The Standstill Obligation.  During the Standstill Period (as defined\nbelow), without the prior written consent of WorldCom, each of H&amp;R Block and\nBlock Group agrees that it shall not, nor shall H&amp;R Block or Block Group permit\nany of its affiliates (as such term is defined in the Securities Exchange Act of\n1934, as amended (the 'Exchange Act')) to, nor shall H&amp;R Block agree, or advise,\nassist, encourage, provide information or provide financing to others, or permit\nits affiliates to agree, or to advise, assist, encourage, provide information or\nprovide financing to others, to, individually or collectively, directly or\nindirectly:\n\n        (a) acquire or offer to acquire or agree to acquire from any individual,\npartnership, limited partnership, limited liability company, firm, joint\nventure, association, joint-stock company, corporation, trust, business trust,\nunincorporated organization or other entity or government or any department or\nagency thereof (each, a 'Person'), directly or indirectly, by purchase or\nmerger, through the acquisition of control of another Person, by joining a\npartnership, \n\n\n \nlimited partnership or other 'group' (within the meaning of Section 13(d)(3) of\nthe Exchange Act) or otherwise, beneficial ownership of any equity securities of\nWorldCom, or direct or indirect rights (including convertible securities) or\noptions to acquire such beneficial ownership (or otherwise act in concert with\nrespect to any such securities, rights or options with any Person that so\nacquires, offers to acquire or agrees to acquire); provided, however, that no\nsuch acquisition, offer to acquire or agreement to acquire shall be deemed to\noccur solely due to (a) a stock split, reverse stock split, reclassification,\nreorganization or other transaction by WorldCom affecting any class of the\noutstanding capital stock of WorldCom generally or (b) a stock dividend or other\npro rata distribution by WorldCom to holders of its outstanding capital stock;\nor\n\n        (b)  make, or in any way participate in, directly or indirectly, any\n'solicitation' of 'proxies' to vote (as such terms are used in the Regulation\n14A promulgated under the Exchange Act), become a 'participant' in any 'election\ncontest' (as such terms are defined in Rule 14a-11 promulgated under the\nExchange Act) or initiate, propose or otherwise solicit stockholders of WorldCom\nfor the approval of any stockholder proposals, in each case with respect to\nWorldCom; provided, however, that the foregoing shall not apply to any person\nwho is a director of WorldCom acting in his capacity as a director of WorldCom\nwith respect to matters approved by a majority of the Board of Directors of\nWorldCom; or\n\n        (c)  form, join, in any way participate in, or encourage the formation\nof, a group (within the meaning of Section 13(d)(3) of the Exchange Act) with\nrespect to any voting securities of WorldCom; or\n\n        (d)  deposit any securities of WorldCom into a voting trust, or subject\nany securities of WorldCom to any agreement or arrangement with respect to the\nvoting of such securities, or other agreement or arrangement having similar\neffect; or\n\n        (e)  alone or in concert with others, seek, or encourage or support any\neffort, to influence or control the management, Board of Directors, business,\npolicies, affairs or actions of WorldCom; or\n\n        (f)  request WorldCom (or any directors, officers, employees or agents\nof WorldCom), directly or indirectly, to amend, waive or modify any provision of\nthis Section 1.1.\n\n     1.2  The Standstill Period. As used in this Agreement, the term 'Standstill\nPeriod' shall mean that period commencing immediately following the consummation\nof the Merger and expiring on the first anniversary of the date of such\nconsummation.\n\n                                       2\n\n \n                                 ARTICLE II\n\n                                 Miscellaneous\n\n          2.1  Notices.  Any notices or other communications required or\ndesired to be given hereunder shall be deemed to have been properly given if\nsent by hand delivery, facsimile and overnight courier, registered or certified\nmail, return receipt requested, postage prepaid, to the parties hereto at the\nfollowing addresses, or at such other address as such party may advise the\nothers in writing from time to time by like notice:\n\n          If to WorldCom:\n\n                    WorldCom, Inc.\n                    515 East Amite Street\n                    Jackson, Mississippi 39201\n                    Attention:  Charles T. Cannada\n                    Facsimile:  (601) 360-8615\n\n          with copies to:\n \n                    WorldCom, Inc.\n                    10777 Sunset Office Drive\n                    Suite 330\n                    St. Louis, Missouri 63127\n                    Attention:  P. Bruce Borghardt\n                    Facsimile:  (314) 909-4101\n\n          If to H&amp;R Block or Block Group:\n\n                    H&amp;R Block, Inc.\n                    World Headquarters\n                    4400 Main Street\n                    Kansas City, MO  64111\n                    Attention:  James Ingraham\n                    Facsimile:  (816) 753-8628\n\n          with a copy to:\n\n                    Sullivan &amp; Cromwell\n                    125 Broad Street\n                    New York, New York  10004\n                    Attention:  Benjamin F. Stapleton\n                    Facsimile:  (212) 558-3588\n\nAll such notices or other communications shall be deemed to have been duly given\non the date of hand delivery or telecopy or facsimile, if receipt is confirmed,\nor on the next Business Day \n\n                                       3\n\n \nfollowing timely deposit of such communications with overnight courier or on the\nthird Business Day following the date of mailing, if delivered by registered or\ncertified mail.\n\n          2.2  Governing Law and Dispute Resolution''''.  This Agreement shall\nbe interpreted, construed and enforced in accordance with the law of the State\nof Delaware, applied without giving effect to any conflicts-of-law principles,\nexcept to the extent that Missouri law is applicable to the internal affairs of\nH&amp;R Block or Georgia law is applicable to the internal affairs of WorldCom.  Any\ndispute relating to this Agreement or the transactions contemplated hereby shall\nbe resolved in the state courts of general jurisdiction, or the Chancery Court\nif it has subject matter jurisdiction, of the State of Delaware or in the United\nStates District Court for the District of Delaware.  Each party irrevocably\nsubmits to such courts' jurisdiction and acknowledges that such courts are a\nconvenient forum and consents to service of process at the address for such\nparty set forth in Section 2.1.\n\n          2.3  Specific Performance.  Each party acknowledges and agrees\nthat, in the event of an actual or threatened breach of any of the provisions of\nthis Agreement by such party, the harm to the others will be immediate,\nsubstantial and irreparable and that monetary damages will be inadequate.\nAccordingly, each party agrees that, in such an event, the others will be\nentitled to equitable relief, including an injunction and an order of specific\nperformance, in addition to any and all other remedies at law or in equity.\n\n          2.4  Severability.  The provisions of this Agreement shall be\ndeemed severable and the invalidity or unenforceability of any provision shall\nnot affect the validity or enforceability of the other provisions hereof.  If\nany provision of this Agreement or the application thereof to any Person or any\ncircumstance is invalid or unenforceable, (a) a suitable and equitable provision\nshall be substituted therefor in order to carry out, so far as may be valid and\nenforceable, the intent and purpose of such invalid or unenforceable provision\nand (b) the remainder of this Agreement and the application of such provision to\nother persons, entities or circumstances shall not be affected by such\ninvalidity or unenforceability, nor shall such invalidity or unenforceability\naffect the validity or enforceability of such provision, or the application\nthereof, in any other jurisdiction.\n\n          2.5  Captions.  The captions or headings in this Agreement are\nmade for convenience and general reference only and shall not be construed to\ndescribe, define or limit the scope or intent of the provisions of this\nAgreement.\n\n          2.6.  Entire Agreement. This Agreement and any documents delivered by\nthe parties in connection herewith constitute the entire agreement among the\nparties with respect to the subject matter hereof and supersede all prior\nagreements and understandings among the parties with respect thereto. No\naddition to or modification of any provision of this Agreement shall be binding\nupon any party hereto unless made in writing and signed by all parties hereto.\n\n          2.7  Counterparts.  This Agreement may be executed in several\ncounterparts, each of which, when so executed, shall be deemed to be an\noriginal, and such counterparts shall, together, constitute and be one and the\nsame instrument.\n\n          2.8  Binding Effect; Assignability.  This Agreement shall be binding\non, and \n\n                                       4\n\n \nshall inure to the benefit of, only the parties hereto, and their respective\nsuccessors and assigns, and nothing in this Agreement, express or implied is\nintended to or shall confer upon any Person any right, benefit or remedy of\nnature whatsoever under or by virtue of this Agreement. No party may assign or\ndelegate any right or obligation hereunder without the prior written consent of\nthe other party. Any assignment of rights or delegation of obligations not in\ncompliance herewith shall be null and void .\n\n          2.9  No Rule of Construction. The parties acknowledge that all parties\nhave read and negotiated the language used in this Agreement. The parties agree\nthat, because all parties participated in negotiating and drafting this\nAgreement, no rule of construction shall apply to this Agreement which construes\nambiguous language in favor of or against any party by reason of that party's\nrole in drafting this Agreement.\n\n\n\n             [The remainder of this page intentionally left blank]\n\n                                       5\n\n \n  IN WITNESS WHEREOF, each of the parties hereto have caused this Agreement to\nbe executed by its respective officer thereunto duly authorized as of the date\nfirst written above.\n\n                                      H&amp;R BLOCK, INC.\n                                  \n                                      By  \/s\/Frank L. Salizzoni\n                                        ---------------------------\n                                          Name: Frank L. Salizzoni\n                                          Title: President and Chief \n                                                 Execuitve Officer\n                                  \n                                  \n                                      H&amp;R BLOCK GROUP, INC.\n                                  \n                                      By  \/s\/Frank L. Salizzoni\n                                        ---------------------------\n                                          Name: Frank L. Salizzoni\n                                          Title: President\n                                  \n                                  \n                                  \n                                      WORLDCOM, INC.\n                                  \n                                      By \/s\/Charles T. Cannada\n                                        ---------------------------\n                                          Name: Charles T. Cannada\n                                          Title: Senior Vice President\n\n                                       6\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7707,9361],"corporate_contracts_industries":[9519],"corporate_contracts_types":[9622,9626],"class_list":["post-43623","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-h-r-block-inc","corporate_contracts_companies-worldcom-inc","corporate_contracts_industries-telecommunications__telephone","corporate_contracts_types-planning","corporate_contracts_types-planning__merger"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43623","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43623"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43623"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43623"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43623"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}