EXHIBIT (d)(2)
EXECUTION COPY
SHAREHOLDERS AGREEMENT
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SHAREHOLDERS AGREEMENT (this "Agreement"), dated March 27, 2001, by
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and among The Sage Group plc, a public limited liability company organized under
the laws of England ("Parent"), Isaiah Acquisition Corp., a Delaware corporation
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and an indirect wholly-owned subsidiary of Parent (the "Purchaser"), and certain
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shareholders of the Company (as defined below) set forth on Schedule 1 hereto
(each a "Shareholder" and, collectively the "Shareholders").
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WHEREAS, each Shareholder is, as of the date hereof, the record and
beneficial owner of the number of shares of common stock, par value $0.001 (the
"Common Stock"), of Interact Commerce Corporation, a Delaware corporation (the
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"Company"), set forth opposite the name of such Shareholder on Schedule 1
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hereto;
WHEREAS, Parent, the Purchaser and the Company have entered into an
Agreement and Plan of Merger, dated as of the date hereof (the "Merger
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Agreement"), which provides, among other things, for the Purchaser to conduct a
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tender offer for all of the issued and outstanding shares of the Common Stock
(the "Offer") and the merger of the Purchaser with and into the Company with the
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Company continuing as the surviving corporation (the "Merger") upon the terms
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and subject to the conditions set forth in the Merger Agreement (capitalized
terms used herein without definition shall have the respective meanings
specified in the Merger Agreement); and
WHEREAS, as a condition to the willingness of Parent and the Purchaser
to enter into the Merger Agreement and as an inducement and in consideration
therefor, the Shareholders have agreed to enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements set forth herein and in the Merger Agreement, and
intending to be legally bound hereby, the parties hereto agree as follows:
SECTION 1. Representations and Warranties of the Shareholders. Each
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Shareholder hereby represents and warrants to Parent and the Purchaser,
severally and not jointly, as follows:
(a) Such Shareholder is the record and beneficial owner of the
shares of Common Stock (as may be adjusted from time to time pursuant to Section
7, the "Shares") set forth opposite his name on Schedule 1 to this Agreement.
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For purposes of this Agreement, and subject to Section 7, the term "Shares" does
not include any option exercisable into Common Stock. Schedule 1 lists
separately all options issued to such Shareholder.
(b) Such Shareholder has the legal capacity to execute and
deliver this Agreement and to consummate the transactions contemplated hereby.
(c) This Agreement has been validly executed and delivered by
such Shareholder and constitutes the legal, valid and binding obligation of such
Shareholder, enforceable against such Shareholder in accordance with its terms,
except (i) as limited by applicable bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting enforcement of
creditors' rights generally, and (ii) the availability of the remedy of specific
performance or injunctive or other forms of equitable relief may be subject to
equitable defenses and would be subject to the discretion of the court before
which any proceeding therefor may be brought.
(d) Neither the execution and delivery of this Agreement nor the
consummation by such Shareholder of the transactions contemplated hereby will
result in a violation of, or a default under, or conflict with, any contract,
trust, commitment, agreement, understanding, arrangement or restriction of any
kind to which such Shareholder is a party or by which such Shareholder or his
assets are bound. The consummation by such Shareholder of the transactions
contemplated hereby will not violate, or require any consent, approval, or
notice under, any provision of any judgment, order, decree, statute, law, rule
or regulation applicable to such Shareholder.
(e) In the case of any Shareholder that is a corporation,
limited partnership or limited liability company, such shareholder is an entity
duly organized and validly existing under the laws of the state in which it is
incorporated or constituted, and each such Shareholder has all requisite power
and authority to
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execute and deliver this Agreement and to consummate the transactions
contemplated hereby, and has taken all necessary corporate action to authorize
the execution, delivery and performance of this Agreement.
(f) The Shares and the certificates representing the Shares
owned by such Shareholder are now, and at all times during the term hereof will
be, held by such Shareholder, or by a nominee or custodian for the benefit of
such Shareholder, free and clear of all liens, claims, security interests,
proxies, voting trusts or agreements, options, rights, understandings or
arrangements or any other encumbrances whatsoever on title, transfer, or
exercise of any rights of a shareholder in respect of such Shares (collectively,
"Encumbrances"), except for any such Encumbrances arising hereunder.
SECTION 2. Representations and Warranties of Parent and the
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Purchaser. Each of Parent and the Purchaser hereby, jointly and severally,
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represents and warrants to the Shareholders as follows:
(a) Parent is a public limited liability company duly organized
and validly existing under the laws of England, the Purchaser is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Delaware, and each of Parent and the Purchaser has all requisite
corporate power and authority to execute and deliver this Agreement and to
consummate the transactions contemplated hereby, and has taken all necessary
corporate action to authorize the execution, delivery and performance of this
Agreement.
(b) This Agreement has been duly authorized, executed and
delivered by each of Parent and the Purchaser, and constitutes the legal, valid
and binding obligation of each of Parent and the Purchaser, enforceable against
each of them in accordance with its terms, except (i) as limited by applicable
bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting enforcement of creditors' rights generally and (ii) the
availability of the remedy of specific performance or injunctive or other forms
of equitable relief may be subject to equitable defenses and would be subject to
the discretion of the court before which any proceeding therefor may be brought.
SECTION 3. Tender of the Shares. Each Shareholder hereby agrees that
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(a) he or it shall tender his or its Shares into the Offer as promptly as
practicable, and in any event no later than the fifth business day, following
the commencement of
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the Offer pursuant to Section 1.1 of the Merger Agreement, and (b) he or it
shall not withdraw any Shares so tendered unless the Offer is terminated or has
expired without Purchaser purchasing all shares of Common Stock validly tendered
in the Offer.
SECTION 4. Transfer of the Shares.
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(a) Prior to the termination of this Agreement, except as
otherwise provided herein, none of the Shareholders shall: (a) transfer, assign,
sell, gift-over, pledge or otherwise dispose of, or consent to any of the
foregoing ("Transfer"), any or all of the Shares or any right or interest
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therein; (b) enter into any contract, option or other agreement, arrangement or
understanding with respect to any Transfer; (c) grant any proxy, power-of-
attorney or other authorization or consent with respect to any of the Shares;
(d) deposit any of the Shares into a voting trust, or enter into a voting
agreement or arrangement with respect to any of the Shares or (e) take any other
action that would in any way restrict, limit or interfere with the performance
of such Shareholder's obligations hereunder or the transactions contemplated
hereby.
(b) Each Shareholder agrees to surrender to the Company, or to
the transfer agent for the Company, certificates evidencing the Shares, and
shall cause the Company or the transfer agent for the Company to place the
following legend on any and all certificates evidencing the Shares:
THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO THAT
CERTAIN SHAREHOLDERS AGREEMENT, DATED AS OF MARCH 27, 2001, BY
AND BETWEEN THE SAGE GROUP PLC, ISAIAH ACQUISITION CORP. AND
CERTAIN SHAREHOLDERS OF INTERACT COMMERCE CORPORATION. ANY
TRANSFER OF SUCH SHARES OF COMMON STOCK IN VIOLATION OF THE TERMS
AND PROVISIONS OF SUCH AGREEMENT SHALL BE NULL AND VOICE AND OF
NO EFFECT WHATSOEVER.
(c) Notwithstanding the foregoing, Xxxxxxx Xxxxxxxx, or any
trust with respect to which Xx. Xxxxxxxx is the grantor and trustee, may
contribute not more than 275,000 shares to a bona fide charitable organization,
provided, that prior
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to such transfer, such organization agrees, in a written instrument reasonably
acceptable in form and substance to Parent and its counsel, to be bound by the
terms of this Agreement.
SECTION 5. Grant of Irrevocable Proxy; Appointment of Proxy.
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(a) Each Shareholder hereby irrevocably grants to, and appoints,
Parent and any designee thereof, such Shareholder's proxy and attorney-in-fact
(with full power of substitution), for and in the name, place and stead of such
Shareholder, to vote the Shares, or to grant a consent or approval in respect of
the Shares, in connection with any meeting of the shareholders of the Company or
any action by written consent in lieu of a meeting of shareholders of the
Company (i) in favor of the Merger or any other transaction pursuant to which
Parent proposes to acquire the Company, whether by tender offer, merger, or
otherwise, in which shareholders of the Company would receive consideration per
share of Common Stock equal to or greater than the consideration to be received
by such shareholders in the Offer and the Merger, and/or (ii) against any action
or agreement which would impede, interfere with or prevent the Merger,
including, but not limited to, any other extraordinary corporate transaction,
including, a merger, acquisition, sale, consolidation, reorganization or
liquidation involving the Company and a third party, or any other proposal of a
third party to acquire the Company.
(b) Such Shareholder represents that any proxies heretofore
given in respect of the Shares, if any, are revocable, and hereby revokes such
proxies.
(c) Such Shareholder hereby affirms that the irrevocable proxy
set forth in this Section 5 is given in connection with the execution of the
Merger Agreement, and that such irrevocable proxy is given to secure the
performance of the duties of such Shareholder under this Agreement. Such
Shareholder hereby further affirms that the irrevocable proxy is coupled with an
interest and, except as set forth in this Section or in Section 10, is intended
to be irrevocable in accordance with the provisions of Section 212 of the
Delaware General Corporations Law ("DGCL"). If for any reason the proxy granted
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herein is not irrevocable, then such Shareholder agrees to vote his or its
Shares in accordance with Section 5(a) above as instructed by Parent in writing.
The parties agree that the foregoing is a voting agreement created under Section
218 of the DGCL.
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SECTION 6. Option.
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(a) Grant of Option. Subject to the terms and conditions set
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forth herein, each Shareholder hereby grants to Parent an irrevocable and
continuing option (the "Option") to purchase for cash all, but not less than
all, of the Common Stock (including, without limitation, the Shares)
beneficially owned or controlled by such Shareholder as of the date hereof, or
beneficially owned or controlled by such Shareholder at any time hereafter
(including, without limitation, shares acquired by way of exercise of options,
warrants or other rights to purchase Common Stock or by way of dividend,
distribution, exchange, merger, consolidation, recapitalization, reorganization,
stock split, grant of proxy or otherwise) by such Shareholder (as adjusted as
set forth herein) (the "Option Shares") at a purchase price equal to the higher
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of (i) $12.00 per Option Share, or (ii) any higher price that may be paid for
Shares in the Offer or the Merger (the "Purchase Price").
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(b) Parent's Exercise of Option.
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(i) Subject to the provisions of Section 6(d) hereof,
Parent may exercise the Option with respect to all Option Shares held by
any Shareholder by notice given to such Shareholder at any time prior to
the termination of this Agreement.
(ii) In the event Parent wishes to exercise the
Option, Parent shall send to any such Shareholder a written notice (a
"Notice," the date of which is hereinafter referred to as the "Notice
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Date") specifying (A) the total number of Option Shares it intends to
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purchase from such Shareholder pursuant to such exercise and (B) a place
and date at least three business days but not more than thirty days
following the Notice Date for the closing (the "Closing") of such purchase
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(the "Closing Date"); provided, however, that Parent may at any time before
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the Closing withdraw the Notice and decline to exercise the Option without
prejudice to its right to exercise the Option at any time thereafter during
the term of the Agreement; and provided further, that in the event that any
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filings, permits, authorizations, consents or approvals may be required
under the HSR Act and any comparable provisions under any antitrust or
competition laws or regulations of any foreign jurisdictions, Parent may
extend the Closing Date for such additional time as may be reasonably
necessary to prepare and file such filings, permits, authorizations,
consents or approvals as may be required by such laws and regulations, and
for such additional time as may be required for the expiration
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of any waiting periods (as such period may be from time to time extended by
any Governmental Entity) or to obtain any such authorizations, consents or
approvals. Parent shall not be under any obligation to exercise the Option,
and may allow the Option to terminate without purchasing any Common Stock
hereunder from any Shareholder.
(c) Payment and Delivery of Certificates.
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(i) On each Closing Date, Parent shall pay to any
Shareholder to whom a Notice has been delivered and not withdrawn pursuant
to clause (ii) of subsection (a) of this Section 6, in immediately
available funds by wire transfer to a bank account designated by such
Shareholder, an amount equal to the Purchase Price multiplied by the number
of Option Shares to be purchased from such Shareholder on such Closing
Date.
(ii) At each Closing, simultaneously with the delivery
of the Purchase Price for the Option Shares to be purchased at such
Closing, such Shareholder shall deliver to Parent a certificate or
certificates representing the Option Shares to be purchased at such
Closing, which Option Shares shall be free and clear of all Encumbrances,
other than Encumbrances pursuant to this Agreement. If at any time during
the term of this Agreement the Company has issued rights pursuant to a
rights agreement, then each Option Share shall also be deemed to include
and represent such rights as are provided under such rights agreement then
in effect.
(d) Termination of Option; Repurchase;
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(i) In the event that, prior to the exercise of the Option, the
Company terminates the Merger Agreement pursuant to Section 5.3(d)
thereof (a "Fiduciary Termination"), then upon such termination of the
Merger Agreement, the Option shall terminate and no longer be
exercisable by Parent.
(ii) In the event that, following the exercise of the Option by
Parent, but prior to the purchase by Parent of any Shares pursuant to
the Offer, the Company effects a Fiduciary Termination, each
Shareholder from whom Parent has purchased Option Shares
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may require that Parent repurchase such shares (the "Parent Owned
Option Shares") pursuant to this Section 6(d)(ii). Each such
Shareholder may exercise its rights hereunder with respect to such
Parent Owned Option Shares by providing written notice (the
"Repurchase Notice") to Parent within ten (10) days of a Fiduciary
Termination (the "Repurchase Notice Date") that specifies a place and
date (the "Repurchase Closing Date") at least three business days but
not more than ten business days following the Repurchase Notice Date
for the closing (the "Repurchase Closing") of such repurchase. At such
Repurchase Closing, such Shareholder shall deliver to Parent in
immediately available funds by wire transfer to a bank account
designated by Parent an amount equal to the Purchase Price multiplied
by the number of Parent Owned Option Shares originally purchased from
such Shareholder (the "Repurchase Price"). At such Repurchase Closing,
simultaneously with the delivery of the Repurchase Price, Parent shall
deliver to such Shareholder a certificate or certificates representing
the Parent Owned Option Shares to be repurchased at such Repurchase
Closing, which Parent Owned Option Shares shall be free and clear of
all Encumbrances, other than Encumbrances pursuant to this Agreement.
Parent agrees that it shall not, and shall cause its affiliated
Persons to not sell or dispose of any Parent Owned Shares for a period
of ten (10) days following a Fiduciary Termination, or, if later, the
Repurchase Closing Date.
SECTION 7. Certain Events.
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(a) In the event of any change in the Common Stock or Option by
reason of a stock dividend, stock split, split-up, recapitalization,
reorganization, business combination, consolidation, exchange of shares, or any
similar transaction or other change in the capital structure of the Company
affecting the Common Stock or the acquisition of additional shares of Common
Stock or other securities or rights of the Company by any Shareholder (whether
through the exercise of any options, warrants or other rights to purchase shares
of Common Stock or otherwise): (a) the number of Shares owned by such
Shareholder shall be adjusted appropriately, (b) the type and number of shares
or securities subject to the Option, and the Purchase Price therefor, shall be
adjusted appropriately, and (c) this Agreement and the obligations hereunder
shall attach to any additional shares of Common Stock or other securities or
rights of the Company issued to or acquired by each of the Shareholders.
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(b) In the event that the Company shall (A) enter into an
agreement to consolidate with or merge into any Person, other than Parent or one
of Parent's subsidiaries, and shall not be the continuing or surviving
corporation of such consolidation or merger, or (B) enter into an agreement to
permit any Person, other than Parent or one of Parent's subsidiaries, to merge
into the Company and the Company shall be the continuing or surviving
corporation, but, in connection with such merger, the Common Stock then
outstanding shall be changed into or exchanged for stock or other securities of
the Company or any other Person or cash or any other property or (C) liquidate,
then, in the case of any of (A), (B) and (C), Parent shall thereafter be
entitled to receive upon exercise of the Option the securities or properties to
which a holder of the number of Option Shares then deliverable upon the exercise
thereof will have been entitled to receive upon such consolidation, merger or
liquidation, and such Shareholder shall use its best efforts to assure that the
provisions hereof shall thereafter be applicable, as nearly as reasonably may be
practicable, in relation to any securities or property thereafter deliverable
upon exercise of the Option.
SECTION 8. Acquisition Proposals; Non-Solicitation.
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(a) Acquisition Proposals. Each Shareholder will notify Parent
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and the Purchaser immediately if any proposals are received by, any information
is requested from, or any negotiations or discussions are sought to be initiated
or continued with such Shareholder, the Company, the Company's officers,
directors, employees, investment bankers, attorneys, accountants or other
agents, if any, in each case in connection with any Acquisition Proposal
indicating, in connection with such notice, the name of the person making such
proposal, requesting such information, or seeking to initiate negotiations or
discussions with the Shareholder or any officers, directors or agents of the
Company that relate to an Acquisition Proposal and the material terms and
conditions of any proposals or offers. Such Shareholder will keep Parent and the
Purchaser fully informed, on a current basis, of the status and terms of any
Acquisition Proposal.
(b) Non-Solicitation. Each Shareholder agrees that it shall
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immediately cease and cause to be terminated all existing discussions,
negotiations and communications with any Persons with respect to any Acquisition
Proposal. Such Shareholder shall not and shall not authorize or permit its
Representatives to directly or indirectly (i) initiate, solicit or knowingly
encourage, or knowingly take any action to facilitate the making of, any offer
or proposal which constitutes or is reasonably likely to lead to any Acquisition
Proposal, (ii) enter into any agreement
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with respect to any Acquisition Proposal, or (iii) in the event of an
unsolicited Acquisition Proposal for the Company, engage in negotiations or
discussions with, or provide any information or data to, any Person (other than
Parent or any of its affiliates or representatives) relating to any Acquisition
Proposal. Any violation of the foregoing restrictions by any of the Shareholders
or their respective Representatives, whether or not such Shareholder or
Representative is so authorized by the Company or by any other Shareholder and
whether or not such Shareholder or Representative is purporting to act on behalf
of the Company, any Shareholder or Shareholders or otherwise, shall be deemed to
be a breach of this Agreement by each Shareholder. It is understood that this
Section 8 limits the rights of each Shareholder only to the extent that such
Shareholder is acting in such Shareholder's capacity as a Shareholder. Nothing
herein shall be construed as preventing a Shareholder who is an officer or
director of the Company from fulfilling the obligations of such office
(including, subject to the limitations contained in Sections 5.3(a) and (b) of
the Merger Agreement, the performance of obligations required by the fiduciary
obligations of such Shareholder acting solely in his or her capacity as an
officer or director).
SECTION 9. Further Assurances. Each Shareholder shall, upon request
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of Parent or the Purchaser, execute and deliver any additional documents and
take such further actions as may reasonably be deemed by Parent or the Purchaser
to be necessary or desirable to carry out the provisions hereof and to vest in
Parent the power to vote the Shares as contemplated by Section 5.
SECTION 10. Termination. This Agreement, and all rights and
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obligations of the parties hereunder, shall terminate immediately upon the
earlier of (a) six months following the termination of the Merger Agreement in
accordance with its terms or (b) the Effective Time; provided, however, that in
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the event that, prior to the termination of this Agreement pursuant to the terms
hereof, Parent has delivered a Notice to any Shareholder pursuant to Section
6(b)(ii), this Agreement shall not terminate until ten business days following
the Closing Date specified in such Notice, as such Closing Date may be extended
pursuant to Section 6(b)(ii); provided further, however, that Sections 9 and 11
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shall survive any termination of this Agreement.
SECTION 11. Expenses. All fees, costs and expenses incurred in
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connection with this Agreement and the transactions contemplated hereby shall be
paid by the party incurring such fees, costs and expenses.
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SECTION 12. Public Announcements. Each of the Shareholders, the
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Parent and the Purchaser agrees that it will not issue any press release or
otherwise make any public statement with respect to this Agreement or the
transactions contemplated hereby without the prior consent of the other party,
which consent shall not be unreasonably withheld or delayed; provided, however,
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that such disclosure may be made without obtaining such prior consent (a) if (i)
the disclosure is required by law or is required by any regulatory authority,
including but not limited to the London Stock Exchange and any other national
securities exchange, trading market or inter-dealer quotation system on which
the Shares trade and (ii) the party making such disclosure has first used its
best efforts to consult with the other parties about the form and substance of
such disclosure, or (b) by Parent and the Purchaser in accordance with Section
6.7 of the Merger Agreement.
SECTION 13. Miscellaneous.
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(a) Notices. All notices and other communications hereunder
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shall be in writing and shall be deemed given if delivered personally,
telecopied (which is confirmed) or sent by a nationally recognized overnight
courier service, such as Federal Express (providing proof of delivery), to the
parties at the following addresses (or at such other address for a party as
shall be specified by like notice):
If to any of the Shareholders, at the address set forth opposite the
name of such Shareholder on Schedule 1 hereto:
with a copy to:
Isaiah Corp.
Suite 200
0000 X. Xxxxxx Xxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000
Attention: Xxxxxxx Xxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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and a copy to:
Xxxxxx Xxxxxxx, P.A.
21/st/ Floor
0000 X. Xxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
Attention: Xxx Xxxxxx, Esq.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
and a copy to:
Xxxxxxx & Xxxxx Xxxxxxx Xxxx LLP
Renaissance Xxx
Xxx X. Xxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000-0000
Attention: P. Xxxxxx Xxxx, Esq.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
and
If to Parent or the Purchaser, to:
The Sage Group plc
Xxxx Xxxxx
Xxxxxx Xxxx Xxxx
Xxxxxxxxx xxxx Xxxx, XX0 0XX
Attention: Xxxx Xxxxxx
Telephone: (000) 000-0000
Facsimile: (191) 255-0306
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with a copy to:
Skadden, Arps, Slate, Xxxxxxx
& Xxxx LLP
000 Xxxxxxxxxx Xxxxxx
Xxxx Xxxx, Xxxxxxxxxx
Attention: Xxxxxx X. Xxxx, Esq.
Xxxx X. Xxxxxx, Esq.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
(b) Headings. The headings contained in this Agreement are for
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reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
(c) Counterparts. This Agreement may be executed manually or by
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facsimile by the parties hereto, or xerographically or electronically by their
respective attorneys, in any number of counterparts, each of which shall be
considered one and the same agreement and shall become effective when a
counterpart hereof shall have been signed by each of the parties and delivered
to the other parties.
(d) Entire Agreement. This Agreement (together with the Merger
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Agreement and any other documents and instruments referred to herein and
therein) constitutes the entire agreement among the parties with respect to the
subject matter hereof and thereof and supersedes all other prior agreements and
understandings, both written and oral, among the parties or any of them with
respect to the subject matter hereof and thereof.
(e) Governing Law. This Agreement shall be governed by and
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construed in accordance with the laws of the State of Delaware, without giving
effect to the principles of conflicts of law thereof.
(f) Assignment. Neither this Agreement nor any of the rights,
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interests or obligations hereunder shall be assigned by any of the parties
hereto (whether by operation of law or otherwise) without the prior written
consent of the other parties except that Parent and the Purchaser may assign, in
their sole discretion and without the consent of any other party, any or all of
their rights, interests and
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obligations hereunder to each other or to one or more direct or indirect wholly-
owned subsidiaries of Parent (each, an "Assignee"). Any such Assignee may
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thereafter assign, in its sole discretion and without the consent of any other
party, any or all of its rights, interests and obligations hereunder to one or
more additional Assignees. Subject to the preceding sentence, this Agreement
will be binding upon, inure to the benefit of and be enforceable by, the parties
and their respective successors and assigns, and the provisions of this
Agreement are not intended to confer upon any person other than the parties
hereto any rights or remedies hereunder.
(g) Severability of Provisions. If any term or provision of this
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Agreement is invalid, illegal or incapable of being enforced by rule of law or
public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated by this Agreement is not affected in
any manner adverse to any party. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto
shall negotiate in good faith to modify this Agreement so as to effect the
original intent of the parties as closely as possible in an acceptable manner to
the end that the transactions are fulfilled to the extent possible.
(h) Specific Performance. The parties hereto acknowledge that money
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damages would be an inadequate remedy for any breach of this Agreement by any
party hereto, and that the obligations of the parties hereto shall be
enforceable by any party hereto through injunctive or other equitable relief.
(i) Amendment. No amendment, modification or waiver in respect of
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this Agreement shall be effective against any party unless it shall be in
writing and signed by such party.
(j) Binding Nature. This Agreement is binding upon and is solely for
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the benefit of the parties hereto and their respective successors, legal
representatives and assigns.
(k) Counterparts. This Agreement may be executed manually or by
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facsimile by the parties hereto, or xerographically or electronically by their
respective attorneys, in any number of counterparts, each of which shall be
considered one and the same agreement and shall become effective when a
counterpart hereof shall have been signed by each of the parties hereto and
delivered to the other parties hereto.
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IN WITNESS WHEREOF, Parent, the Purchaser and the Shareholders have
caused this Agreement to be duly executed and delivered as of the date first
written above.
THE SAGE GROUP PLC
By: ______________
Name:
Title:
ISAIAH ACQUISITION CORP.
By: ______________
Name:
Title:
SHAREHOLDER
By: ______________
Name:
Title:
Signature Page to Shareholders Agreement for Shareholders that are not natural
persons
SHAREHOLDER
________________________
Please Print Name:
________________________
Signature Page to Shareholders Agreement for Shareholders who are individuals
Schedule 1
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Name and Total Shares +
Address Shares Vested Options Vested Options
--------- ------ -------------- --------------
Xxxxxxx X. Xxxxxxxx
The Sullifam Limited Partnership
The Xxxxxx X. Xxxxxxxx Fifteen Year
Grantor Retained Annuity Trust u/a/d
12/18/98
The Xxxxxx X. Xxxxxxxx Ten Year
GrantorRetained Annuity Trust u/a/d
12/18/98
The Xxxxxxx X. Xxxxxxxx Fifteen Year
Grantor Retained Annuity Trust u/a/d
12/18/98
The Xxxxxxx X. Xxxxxxxx Ten Year
Grantor Retained Annuity Trust u/a/d
12/18/98
The PCS Trust u/a/d 9/10/98
Xxxx Head
Xxxxxxx Xxxxxx
Xxxxx Xxxxxx
Xxxx Xxxxxxxxx
Xxxxxxx Xxxxxxx
________________________________________________________________________________
1-1
Xxxxxxx Xxxxxx
Xxxx Xxxxxxxxxx
TOTAL
1-2
