RE:$200000"Can someone confirm, when we win the NO vote, does IDC need to pay Pico $200000 for backing out of the deal???"
No, that would amount to nothing less than blackmail or extorion. It is a share holders unencumbered free right to vote their conscience. The $200,000 is a penalty paid to Pico if IDC receives a superior offer and decides to go with it. Simple math would dictate that this would not come into play unless the offer was greater than Pico's offer by $200,000, or Pico did not counter within $200,000 of their offer. In that case it would be in IDC's best interest to pay the penalty and table the superior offer to the share holders for a vote. Again, this has nothing to do with the shareholders accepting or rejecting any offer presented to them.
"If IDC receives a bona fide superior offer to acquire all or substantially all of its assets, or at least 90% of IDC's outstanding common shares (a "Superior Proposal"), Pico Digital will have the right, for a period of seven business days, to match the Superior Proposal. If Pico Digital does not match the Superior Proposal, IDC may pay Pico Digital a termination fee of US$200,000 to terminate the Agreement and accept the Superior Proposal."