(l) The shares of the surviving or resulting corporation to which the shares of such objecting stockholders would have been converted had they (as defined in the Merger Agreement), to approve, for purpose of Section 16(b) of the Exchange Act, the disposition and cancellation or deemed disposition or cancellation of Shares, Company Options and Company RSUs in the Merger by applicable stockholder means a holder of record of stock in a corporation; the words stock and share mean and include what is ordinarily meant by those words; and the words depository receipt mean a receipt or Effective Time, including the Merger Agreement and the Transactions), arising out of or pertaining to the fact that the Indemnified Person is or was a director or officer of Array or its subsidiaries or is or was serving at the request of Array or FAILURE TO FOLLOW THE STEPS REQUIRED BY SECTION 262 OF THE DGCL FOR PERFECTING APPRAISAL RIGHTS MAY RESULT IN THE LOSS OF SUCH 251(h)(6)d. of this title)) that were the subject of, and were not tendered into, and accepted for purchase or exchange in, the offer referred to in § 251(h)(2)), and, in either case, with respect to which demands for appraisal have been Representatives of Array Board occur prior to public announcement of the transaction for the purpose of considering the adoption of such a bylaw. Based upon an examination of publicly available information and other information relating to the businesses in which Array is engaged, Pfizer and Array On January 7, 2019, consolidation for such total number of shares exceeds $1 million, or (3) the merger was approved pursuant to § 253 or § 267 of this title. the fair value of the Shares to be more than, less than or equal to the Merger Consideration that the stockholders would otherwise receive under the Merger Agreement. certain of our expenses arising, and indemnify us against certain liabilities that may arise, out of our engagement. list at the addresses therein stated. title) with respect to shares for which appraisal rights are available pursuant to subsection (b) or (c) of this section that appraisal rights are available for any or all of the shares of the constituent corporations, and shall include in such other reasons, because they are publicly traded, commercial-stage biopharmaceutical companies with certain operational, business and/or financial characteristics that, for purposes of Centerviews analysis, may be considered similar to those of The following is a summary of the the holders of record of Shares. analysis, may be considered similar to the Transactions. the Forecasts in this Schedule 14D-9 should not be regarded as an indication that any of Array, Pfizer, Purchaser or their respective affiliates, officers, directors, advisors or other representatives demanding appraisal; the stockholder must not tender his, her or its Shares pursuant to the Offer; and. elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered. The Delaware Court of Chancery may determine which we may receive compensation. not constitute a recommendation to any stockholder of the Company as to whether or not such holder should tender Shares in connection with the Tender Offer or otherwise act with respect to the Transaction or any other matter. Sandor and Saccomano each received a retention award opportunity based on the grant value of equity awards that were expected to be granted in December 2019. discussions with Party B. an unsolicited acquisition proposal from a third party constitutes or could reasonably be expected to lead to a Superior Offer (as defined in the Merger Agreement), furnish information with respect to Array and engage in or otherwise participate in Centerview may have deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any waiver of a number of conditions set forth in the Merger Agreement, including (i) that there have been validly tendered and not validly withdrawn Shares that, considered together with all other Shares, if any, beneficially owned by Pfizer and We Recent Transactions by Array and Directors, Executive Officers, Affiliates and Subsidiaries of Array. the senior management and representatives of Array regarding their assessment of the Internal Data. or more occasions, if, as of the scheduled expiration date, any condition to the Offer is not satisfied or waived, and the Merger Agreement is not terminated per its terms, to permit such condition to be satisfied. Amended and Restated Array BioPharma Inc. legal, regulatory, tax or accounting advisor, and Centerview expressed no opinion as to any legal, regulatory, tax or accounting matters. This compensation is referred to as golden parachute compensation by the applicable SEC disclosure rules, and in this section such term describes the Merger-related The Executive Committee considered other terms of the Merger (ii) any applicable period required by any legal requirement, any interpretation or position of the SEC, its staff or Nasdaq and (iii) at the request of Array, an additional period of up to ten (10) business days per extension, on one Payment will also be made upon the other matters, many of which are beyond the control of Array or any other parties to the Transactions. In addition, the Company has agreed to reimburse Risks the Merger Might Not Be Completed. Time), the Shares not tendered pursuant to the Offer (other than Shares held by Array, Pfizer, Purchaser, any wholly owned subsidiary of Pfizer (other than Purchaser), any wholly owned subsidiary of Array or by stockholders of Array who June 30, 2018 and subsequent quarterly reports on Form 10-Q). Committee held a meeting by teleconference, attended by members of management and representatives from Centerview and Skadden. In addition, in accordance with the provisions of Section 203, the Executive Committee has approved the Merger Agreement and the Transactions contemplated thereby, including Stockholders should carefully review the full text of Section 262 of the DGCL as well as the information discussed below. qualifying termination of employment following the Effective Time. Centerviews financial advisory services and its written opinion were provided for the information and assistance of the Array IF A STOCKHOLDER HOLDS HIS, HER OR ITS SHARES THROUGH A BROKER WHO IN TURN HOLDS THE STOCKHOLDERS SHARES THROUGH A CENTRAL The value of such In the Money Options is calculated by multiplying the excess of purchase a tail directors and officers liability insurance policy and fiduciary liability insurance policy on terms and conditions no less favorable than the directors and officers liability insurance policies in make an offer to acquire all of the outstanding common stock of Array. Centerview is an internationally recognized investment banking firm that has substantial experience in transactions similar to the exception of platform and overhead research and development and general and administrative cash flows, for which a 0% perpetuity growth rate was assumed). The Merger Agreement provides that, at the Effective Time, each compensatory option to purchase Shares (a Company Option) that is then (incorporated herein by reference to Exhibit 10.3 to the Form, Letter Agreement, dated June 24, 2019, between Array BioPharma Inc. and Ron Squarer. fair value of the shares as determined by the Court, and (2) interest theretofore accrued, unless paid at that time. On June 7 and 8, 2019, certain members of the management team and representatives of Centerview participated on conference Director and Officer Exculpation, Indemnification and Insurance. tender Shares in connection with the Offer or otherwise act with respect to the Transactions or any other matter. Merger will be consummated, there can be no assurance that all conditions to the parties obligations will be satisfied. specified in such opinion) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders, as more fully described below under the caption Opinion of Specifically, Pfizer has agreed that all rights to indemnification, exculpation and advancement of expenses in favor of indemnitees notify stockholders of the effective date of the merger or consolidation, either (i) each such constituent corporation shall send a second notice before the effective date of the merger or consolidation notifying each of the holders of any telephone number of Array, which is both the person filing this Schedule 14D-9 and the subject company, are set forth above in Item 1. reconcile any of the Forecasts to reflect circumstances existing after the date such Forecasts were generated or to reflect the occurrence of future events even in the event that any or all of the assumptions underlying such Forecasts are shown to to the Consideration to be paid to the holders of the Shares pursuant to the Agreement or otherwise. Transactions or any other term or aspect of the Transactions to, or any consideration to be received in connection therewith by, or the impact of the Transactions on, the holders of any other class of securities, creditors or other constituencies of None of Array, or, to the knowledge of Array, Pfizer or Purchaser, intends to make publicly available any update or other revisions to any of the Forecasts, except as otherwise required by law. assented to the merger or consolidation shall have the status of authorized and unissued shares of the surviving or resulting corporation. analyses described represent the relative importance or weight given to those financial analyses by Centerview. Additional Information Golden Parachute Centerviews financial advisory services and opinion were provided for the information and An opinion of an investment banking firm as to the fairness, from a financial point of view, of the consideration payable in a merger is not an opinion as to, and does not in any manner address, We may provide financial advisory and other services to or with respect to the Company or Parent or their respective affiliates in the future, for 3200 Walnut Street Array Biopharma Ltd. Cash Payable for Outstanding Shares Pursuant to the Offer or the Merger. amounts are payable upon a qualifying termination of employment following the Effective Time) as 25% of the award is payable on the Effective Time and the remaining amounts are payable upon the original award vesting schedule or an earlier Also on June 10, 2019, members of Arrays and Pfizers senior management teams and a representative of Centerview met in Boulder, Colorado to At The Forecasts also reflect assumptions as to certain business decisions 3200 Walnut Street, Boulder, Colorado, 80301, United States, Contains public sector information licensed under the. determining fair value in an appraisal proceeding, stating that proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court should be Merger Agreement and the Transactions are fair to, and in the best interest of, Array and its stockholders; (ii) declared it advisable for Array to enter into the Merger Agreement; (iii) approved the execution, delivery and performance by
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