EXHIBIT 10.19
AMENDMENT NO. 1
TO
STOCK PURCHASE AGREEMENT
DATED OCTOBER 29, 1991
BETWEEN
INFORMATION MANAGEMENT ASSOCIATES, INC.
AND WAND/IMA INVESTMENTS, L.P.
This Agreement is made as of June 1, 1994 by and between Information
Management Associates, Inc., a Connecticut corporation (the "Company") and
Wand/IMA Investments, L.P., a Delaware limited partnership (the "Purchaser").
Capitalized terms that are used but not defined herein shall have the meanings
assigned to such terms in the Stock Purchase Agreement dated as of October 29,
1991 between the Purchaser and the Company (the "Stock Purchase Agreement").
WHEREAS, Mercury Asset Management plc, acting as agent on behalf of
certain of its managed accounts (the "Managed Accounts") is purchasing pursuant
to a Stock Purchase Agreement (the "MAM Stock Purchase Agreement"), of even date
herewith, 117,778 shares of common stock from certain significant shareholders
of the Company; and
WHEREAS, in order to facilitate the transactions contemplated by the
MAM Stock Purchase Agreement, the Company and Purchaser desire to amend the
terms of the Stock Purchase Agreement;
NOW THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
parties hereto agree as follows and the Stock Purchase Agreement is hereby
amended as hereinafter set forth:
SECTION 1
Representations and Warranties of the Company
The Company hereby represents and warrants to WPI as follows:
1.1 Authority and Validity. The execution, delivery and performance of
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this Amendment No. 1 to the Stock Purchase Agreement and the consummation of the
transactions contemplated hereby have been duly and validly authorized by all
necessary corporate action on the part of the Company. This Amendment No. 1 to
the Stock Purchase Agreement has been duly and validly executed and delivered by
the Company and is the valid and binding obligation of the Company, enforceable
in accordance with its terms, except as such enforcement may be affected or
limited by bankruptcy, insolvency, moratorium or other similar laws affecting
the enforcement of creditors' rights generally and by applicable principles of
equitable remedies. Neither the execution, delivery and performance of this
Amendment No. 1 to the Stock Purchase Agreement, nor the consummation of the
transactions contemplated hereby or compliance by the Company with any of the
provisions hereof will (i) conflict with or result in a breach of any material
provisions of its Charter or By-Laws; (ii) violate or conflict with the terms of
any material agreement to which the Company is a party or by which it is bound;
or (iii) violate any law, statute, rule or regulation or judgment, order, writ,
injunction or decree of any court, administrative agency or governmental body
applicable to Company.
SECTION 2
Amendments to Stock Purchase Agreement
The terms and conditions of the Stock Purchase Agreement are hereby
amended as follows:
2.1 Definitions. The definition of "Initiating Holders" set forth in
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Section 10 of the Stock Purchase Agreement is hereby deleted in its entirety and
the following revised definitions is substituted therefor:
"Initiating Holders: Any holder or holders of Registrable Securities
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holding at least
2
40% of the Registrable Securities (by number of shares or, in the case of
any debt securities which may be Other Securities, 40% of the outstanding
principal amount of such securities) and initiating a request pursuant to
section 9.1 for the registration of all or part of such holder's or holders'
Registrable Securities."
2.2 Effect of Amendment. Except as amended hereby, all provisions of
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the Stock Purchase Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment as of the date and year first above written.
INFORMATION MANAGEMENT
ASSOCIATES, INC.
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Vice President
WAND/IMA INVESTMENTS, L.P.
By: WAND PARTNERS INC.,
as General Partner
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title:
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