EXHIBIT (d)(1) AGREEMENT AND PLAN OF MERGERMerger Agreement • March 18th, 2004 • Cgi Group Inc • Services-management consulting services • Delaware
Joint Filing AgreementJoint Filing Agreement • March 2nd, 2001 • Cgi Group Inc • Services-management consulting services
The undersigned hereby agree that the Statement on Schedule 13D filed herewith (and any amendments thereto), relating to the common stock of IMRglobal Corp., is being filed with the Securities and Exchange Commission jointly pursuant to Rule 13d-1(k)(l) under the Securities Exchange Act of 1934, as amended, on behalf of each such person.
Exhibit 2 VOTING AGREEMENT This Voting Agreement (this "Agreement"), dated as of February 21, 2001, is entered into by and among Satish K. Sanan (the "Shareholder") and A&S Family Limited Partnership ("LP") (Shareholder and LP collectively, the...Voting Agreement • March 2nd, 2001 • Cgi Group Inc • Services-management consulting services • Florida
Exhibit (b)(2) FIRST AMENDING AGREEMENT to the Credit Agreement dated as of November 12, 2002, entered into in the City of Montreal, Province of Quebec, as of June 13, 2003. BETWEEN: CGI GROUP INC., a company constituted in accordance with the laws of...Credit Agreement • March 18th, 2004 • Cgi Group Inc • Services-management consulting services • Quebec
REGISTRATION RIGHTS AGREEMENT by and among CGI Inc. and Scotia Capital (USA) Inc. TD Securities (USA) LLC HSBC Securities (USA) Inc. PNC Capital Markets LLC CIBC World Markets Corp. National Bank of Canada Financial Inc. RBC Capital Markets, LLC BMO...Registration Rights Agreement • April 27th, 2022 • Cgi Inc • Services-management consulting services • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 14, 2021, by and among CGI Inc., a Quebec corporation (the “Company”), and J.P. Morgan Securities LLC, Scotia Capital (USA) Inc., TD Securities (USA) LLC, HSBC Securities (USA) Inc., PNC Capital Markets LLC, CIBC World Markets Corp., National Bank of Canada Financial Inc., RBC Capital Markets, LLC, BMO Capital Markets Corp., Citigroup Global Markets Inc., SG Americas Securities, LLC, BNP Paribas Securities Corp. and Credit Agricole Securities (USA) Inc. (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 1.450% Notes due 2026 and the Company’s 2.300% Notes due 2031 (together, the “Initial Securities”) pursuant to the Purchase Agreement (as defined below).
ARTICLE I TENDER AGREEMENT AND IRREVOCABLE PROXYStockholder Tender and Voting Agreement • March 18th, 2004 • Cgi Group Inc • Services-management consulting services • Delaware
CGI GROUP INC. - AND - NATIONAL BANK FINANCIAL INC. - AND - CREDIT SUISSE FIRST BOSTON CANADA INC. - AND - COMPUTERSHARE TRUST COMPANY OF CANADASubscription Receipt Agreement • March 18th, 2004 • Cgi Group Inc • Services-management consulting services • Quebec
CACI INTERNATIONAL INC. CACI, INC. — FEDERAL DAGGER ACQUISITION CORPORATION AMERICAN MANAGEMENT SYSTEMS, INCORPORATED CGI GROUP INC. CGI VIRGINIA CORPORATION ASSET PURCHASE AGREEMENTAsset Purchase Agreement • March 18th, 2004 • Cgi Group Inc • Services-management consulting services • Delaware
This ASSET PURCHASE AGREEMENT, dated as of March 10, 2004 (the “Agreement”), is made by and among CACI International Inc, a Delaware corporation (“Parent”), CACI, INC. — FEDERAL, a Delaware corporation and wholly-owned subsidiary of Parent (“Federal”), Dagger Acquisition Corporation (“Acquisition Sub”), a Delaware corporation and wholly-owned subsidiary of Federal, American Management Systems, Incorporated, a Delaware corporation (“Arrow”), CGI Group Inc., a Québec corporation (“Crossbow”) and CGI Virginia Corporation, a Delaware corporation and wholly-owned subsidiary of Crossbow (“Merger Sub”).
BCE INC. - and – CGI GROUP INC. SHARE PURCHASE AGREEMENT December 16 , 2005Share Purchase Agreement • December 22nd, 2005 • Cgi Group Inc • Services-management consulting services
ContractStockholders Agreement • May 7th, 2010 • Cgi Group Inc • Services-management consulting services • Delaware
STOCKHOLDERS AGREEMENT, dated May 6, 2010 (this “Agreement”), by and among CGI GROUP INC., a corporation organized under the laws of the Province of Québec, Canada (“Parent”), and CGI FEDERAL INC., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“U.S. Parent”), on the one hand, and Philip O. Nolan, William E. Karlson, George H. Wilson, Gregory M. Denkler, Brian J. Clark, Scott D. Chaplin and James H. Brabston (collectively, the “Stockholders”), on the other hand. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Merger Agreement referred to below.
by and amongMerger Agreement • March 2nd, 2001 • Cgi Group Inc • Services-management consulting services • Florida
CONFIDENTIALITY AGREEMENT made in the City of Montréal, Province of Québec on November 28, 2002,Confidentiality Agreement • December 9th, 2002 • Cgi Group Inc • Services-management consulting services
AND WHEREAS CGI is considering a transaction (the "Transaction") relating to the capital stock of the Target. The Transaction may involve the disclosure of certain verbal and written information which is either non-public, confidential or proprietary by, or at the request of or on behalf of, one party (the "Disclosing Party") to the other party or its representatives (the "Receiving Party"). All such information furnished to the Receiving Party and its directors, officers, employees, auditors, legal counsel and other representatives (collectively, the "Representatives") together with analyses, compilation, forecasts, studies or other documents prepared by the Disclosing Party, its agents and Representatives which contain or otherwise reflect such information, is herein collectively referred to as the "Confidential Information";
THIS TERMINATION AGREEMENT is made on December 16, 2005;Termination Agreement • December 22nd, 2005 • Cgi Group Inc • Services-management consulting services
WHEREAS BCE, Canada Inc. and CGI have entered into an agreement dated as of July 24, 2003 with respect to BCE's ownership in CGI (the "Shareholder Agreement");
NON-DISCLOSURE AGREEMENTNon-Disclosure Agreement • May 20th, 2010 • Cgi Group Inc • Services-management consulting services • Delaware
THIS AGREEMENT is made as of February 23, 2010 between CGI Group Inc. (“CGI”), a company incorporated under the laws of the Province of Québec, Canada, and STANLEY, Inc. (“STANLEY”), a company incorporated under the laws of the State of Delaware, U.S.A.
CDN$1,500,000,000 AMENDED AND RESTATED CREDIT AGREEMENT among CGI GROUP INC. as Cdn Borrower and CGI TECHNOLOGIES AND SOLUTIONS INC. as US Borrower - and - THE LENDERS FROM TIME TO TIME PARTY HERETO as Lenders - and - NATIONAL BANK OF CANADA as...Credit Agreement • May 20th, 2010 • Cgi Group Inc • Services-management consulting services
THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 20, 2004, as amended and restated as of January 12, 2006, as further amended as of April 21, 2006 and September 15, 2006 and as further amended and restated as of August 10, 2007.
LOCK-UP AGREEMENTLock-Up Agreement • December 9th, 2002 • Cgi Group Inc • Services-management consulting services
WHEREAS the Vendor, itself and through its wholly-owned subsidiaries, National Bank Group Inc. ("NBG") and National Bank Financial Inc. (together, the "Bank Subsidiaries") is the registered or beneficial owner of 9,450,187 common shares (the "Vendor Shares") in the share capital of Cognicase Inc. (the "Corporation");
CGI GROUP INC., as Borrower -and- CANADIAN IMPERIAL BANK OF COMMERCE, as Co- Lead Arranger, Bookrunner and Lender -and- THE TORONTO-DOMINION BANK, as Co- Lead Arranger, Syndication Agent and Lender -and- CAISSE CENTRALE DESJARDINS, as Co-Lead...Credit Agreement • December 24th, 2002 • Cgi Group Inc • Services-management consulting services • Quebec
£1,245,000,000 TERM CREDIT FACILITIES – and – CDN$1,500,000,000 BACKSTOP REVOLVING CREDIT FACILITY CREDIT AGREEMENT among CGI GROUP INC. as Cdn Borrower – and – THE LENDERS FROM TIME TO TIME PARTY HERETO as Lenders – and – NATIONAL BANK OF CANADA as...Credit Agreement • June 8th, 2012 • Cgi Group Inc • Services-management consulting services
NOW THEREFORE in consideration of the premises, the mutual covenants contained herein and for other consideration, the receipt and sufficiency of which are acknowledged, the parties hereto agree as follows:
AGREEMENT AND PLAN OF MERGER Among CGI GROUP INC., CGI FEDERAL INC., CGI FAIRFAX CORPORATION and STANLEY, INC. Dated as of May 6, 2010Merger Agreement • May 7th, 2010 • Cgi Group Inc • Services-management consulting services • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of May 6, 2010, among CGI GROUP INC., a corporation organized under the laws of the Province of Québec, Canada (“Parent”), CGI FEDERAL INC., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“U.S. Parent”), CGI FAIRFAX CORPORATION, a Delaware corporation and a direct wholly owned subsidiary of U.S. Parent (“Merger Sub”), and STANLEY, INC., a Delaware corporation (the “Company”).
DEPOSITARY AGREEMENTDepositary Agreement • December 9th, 2002 • Cgi Group Inc • Services-management consulting services
CGI Group Inc. (the "Company") proposes to make an offer to purchase (i) all of the outstanding common shares (the "Cognicase Shares") of Cognicase Inc. ("Cognicase") for a purchase price of, at the option of the holder, Cdn. $4.25 cash per Cognicase Share or 0.5484 Class A Subordinate Shares of the Company for each Cognicase Share (or any combination thereof) (the "Offer"), on the terms and conditions set out in the accompanying Offering Circular. The Cognicase Shares are referred to as the "Cognicase Shares." The Company wishes to confirm the terms of your appointment as depositary under the Offer.
EXCLUSIVITY AGREEMENT made in the City of Montréal, Province of Québec on November 29, 2002,Exclusivity Agreement • December 9th, 2002 • Cgi Group Inc • Services-management consulting services
WHEREAS the Bank is the beneficial owner of common shares (the "Vendor Shares") of the capital stock of Cognicase Inc. (the "Target");
JOINT FILING AGREEMENTJoint Filing Agreement • May 17th, 2010 • Cgi Group Inc • Services-management consulting services
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned acknowledge and agree that the statement on Schedule 13D to which this joint filing agreement is attached is filed on behalf of each of the undersigned and that all subsequent amendments to such statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. Each of the undersigned further acknowledges and agrees that it is eligible to use Schedule 13D and that it is and shall be responsible for the timely filing of the statement on Schedule 13D to which this joint filing agreement is attached and all amendments thereto, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning any other person making the filing, except to the extent that it knows or has reason to believe that suc
May 31, 2012 CGI GROUP INC. and CGI GROUP HOLDINGS EUROPE LIMITED and LOGICA PLC CO-OPERATION AGREEMENTCo-Operation Agreement • June 8th, 2012 • Cgi Group Inc • Services-management consulting services
March 18, 2004 Dear Fellow Stockholders:Merger Agreement • March 18th, 2004 • Cgi Group Inc • Services-management consulting services
We are pleased to inform you that on March 10, 2004, American Management Systems, Incorporated (“AMS”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with CGI Group Inc., a corporation organized under the laws of the Province of Québec (the “Parent”), and CGI Virginia Corporation, a wholly-owned subsidiary of Parent (the “Merger Sub”), providing for the acquisition of AMS.
