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STANDSTILL AGREEMENT
between
GOVERNMENT TECHNOLOGY SERVICES, INC.
and
BTG, INC.
Dated as of February 12, 1998
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STANDSTILL AGREEMENT
THIS STANDSTILL AGREEMENT (this "Agreement"), dated as of
February 12, 1998, is entered into between Government Technology Services,
Inc., a Delaware corporation ("GTSI"), and BTG, Inc., a Virginia corporation
("BTG").
W I T N E S S E T H:
WHEREAS, GTSI and BTG are parties to an Asset Purchase
Agreement dated as of February 12, 1998 (the "Purchase Agreement"), pursuant to
which GTSI has acquired from BTG substantially all of the assets of BTG,
subject to specified exceptions, used or held for use in the Division;
WHEREAS, pursuant to the Purchase Agreement, BTG will receive
at Closing shares ("Shares") of GTSI's Series C 8% Cumulative Redeemable
Convertible Preferred Stock, par value $.25 per share ("Preferred Stock"),
which are automatically convertible to into GTSI common stock, par value $.005
per share ("Common Stock") upon Stockholder Approval as provided in the Series
C Certificate of Designations; and
WHEREAS, GTSI and BTG desire to make certain representations,
warranties and agreements in connection with such acquisition of Shares;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements set forth herein, the parties hereto agree as
follows:
ARTICLE I
DEFINITIONS
SECTION 1.01 For purposes of this Agreement, the following
terms shall have the following meanings. Terms used but not defined herein
shall have the same meanings as in the Purchase Agreement.
"13D Group" shall mean any group of Persons formed for the purpose of
acquiring, holding, voting or disposing of Voting Securities which would be
required under Section 13(d) of the Exchange Act and the rules and regulations
thereunder to file a statement with the SEC on Schedule 13D as a "person"
within the meaning of Section 13(d)(3) of the Exchange Act if such group shall
have Beneficial Ownership representing more than 5% of the total combined
voting power of all Voting Securities then outstanding.
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"Beneficial Ownership" shall mean ownership of Voting Securities by a
Person, whether the interest in Voting Securities is held directly or
indirectly (including by nominee), and shall include interests that would be
treated as owned through the application of Section 544 of the Code, as
modified by Section 856(h)(1)(B) of the Code. Notwithstanding anything herein
to the contrary, Beneficial Ownership shall not include any Voting Securities
acquired by Xxxxxx X. Xxxxxxx from GTSI in his capacity as a director of GTSI.
The terms "Beneficial Owner," "Beneficially Owns" and "Beneficially Owned"
shall have the correlative meanings.
"BTG Board" shall mean the board of directors of BTG.
"BTG Designee" shall have the meaning set forth in Section 4.01(a).
"BTG Group" shall have the meaning set forth in Section 2.01.
"Business Day" shall mean a day that is not a Saturday, a Sunday or a
day on which banking institutions in the State of New York are not required to
be open. Unless specifically stated as a Business Day, all days referred to
herein shall mean calendar days.
"Call Option" shall have the meaning set forth in Section 3.01(a).
"Code" shall mean the Internal Revenue Code of 1986, as amended.
"Common Stock" shall have the meaning set forth in the Recitals to
this Agreement.
"Continuing Directors" shall refer to all persons serving as members
of the BTG Board as of the date hereof, together with all other persons whose
election to such Board shall subsequently be either effected by, or recommended
to, the stockholders of BTG by at least two-thirds of the Continuing Directors
then in office.
"Conversion Proposal" shall have the meaning set forth in Section
2.01(c).
"Dividend Shares" shall have the meaning set forth in Section 3.02(a).
"GTSI Board" shall mean the board of directors of GTSI.
"Independent" means any person who is not (a) a director, officer or
employee of, or otherwise paid any compensation or remuneration by, any member
of the BTG Group or (b) an officer or employee of, or otherwise paid any
compensation or remuneration (other than directors' fees) by, GTSI.
"Joint Designee" shall have the meaning set forth in Section 4.01(a).
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"Market Price" for any Voting Securities as of any date shall refer to
the average of the closing per share prices of Common Stock on the Nasdaq
National Market (or any national market on which the Common Stock may then be
traded) for the 10 consecutive trading days prior to such date.
"Person" shall mean an individual, corporation, partnership, estate,
trust (including a trust qualified under Sections 401(a) or 501(c)(17) of the
Code), a portion of a trust permanently set aside for or to be used exclusively
for the purposes described in Section 642(c) of the Code, association, private
foundation within the meaning of Section 509(a) of the Code, joint stock
company or other entity and also includes a group as that term is used for
purposes of Section 13(d)(3) of the Exchange Act.
"Preferred Stock" shall have the meaning set forth in the Recitals to
this Agreement.
"Purchase Agreement" shall have the meaning set forth in the Recitals
to this Agreement.
"Securities Act" shall mean the Securities Act of 1933, as amended.
"Shares" shall have the meaning set forth in the Recitals to this
Agreement.
"Stockholder Approval" shall mean the approval of the Conversion
Proposal by the holders of a majority of the outstanding Common Stock entitled
to vote thereon at an annual or special meeting of the holders of Common Stock
called for the purpose of, among other things, considering and taking action
upon a resolution to approve the Conversion Proposal.
"Transfer" shall mean any issuance, sale, transfer, gift, assignment,
devise or other disposition, as well as any other event that causes any Person
to acquire Beneficial Ownership or constructive ownership, or any agreement to
take any such actions or cause any such events, of Voting Securities or the
right to vote or receive dividends on Voting Securities, including (a) a change
in the capital structure of GTSI, (b) a change in the relationship between two
or more Persons which causes a change in ownership of Voting Securities by
application of Section 544 of the Code, as modified by Section 856(h), (c) the
granting or exercise of any option or warrant (or any disposition of any option
or warrant), pledge, security interest, or similar right to acquire Voting
Securities, (d) any disposition of any securities or rights convertible into or
exchangeable for Voting Securities or any interest in Voting Securities or any
exercise of any such conversion or exchange right and (e) Transfers of
interests in other entities that result in changes in Beneficial Ownership or
constructive ownership of Voting Securities; in each case, whether voluntary or
involuntary, whether owned of record, constructively owned or Beneficially
Owned and whether by operation of law or otherwise. The terms "Transferring"
and "Transferred" shall have the correlative meanings.
"Voting Securities" shall mean the outstanding securities of GTSI
entitled to vote generally for the election of directors, including the Common
Stock, or securities convertible into, or entitling
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the holder thereof to acquire, such voting securities. "Voting Securities"
shall not include the Preferred Stock.
ARTICLE II
CERTAIN RIGHTS, COVENANTS AND
AGREEMENTS OF BTG
SECTION 2.01. Restrictions on Certain Actions by BTG. BTG
agrees that for so long as this Agreement shall remain in effect it shall not,
nor shall it permit any of its affiliates (as such term is defined in Rule
12b-2 of the General Rules and Regulations promulgated under the Exchange Act)
(BTG, together with such affiliates, the "BTG Group"), directly or indirectly,
without the prior written consent of GTSI duly authorized by a majority of the
members of the GTSI Board, to:
a. acquire, directly or indirectly, by purchase or otherwise,
i. if the BTG Group Benefically Owns any Preferred Stock
and subject to Section 3.02 hereof, and other than
pursuant to conversion to Common Stock as a result of
Stockholder Approval, any Beneficial Ownership,
except by way of stock dividends or other
distributions or offerings made available by GTSI to
holders of Voting Securities generally, if after such
acquisition the members of the BTG Group would
Beneficially Own in the aggregate 5% or more of the
total combined voting power of the Voting Securities
outstanding immediately following any such
acquisition; provided that no Voting Securities may
be acquired by any member of the BTG Group prior to
the earlier of (x) the date of the first
stockholders' meeting at which a vote is taken with
respect to the Conversion Proposal and (y) January 1,
1999; or
ii. if the Preferred Stock has been converted to Common
Stock as a result of Stockholder Approval, any
Beneficial Ownership, except by way of stock
dividends or other distributions or offerings made
available by GTSI to holders of Voting Securities
generally, if after such acquisition the members of
the BTG Group would Beneficially Own in the aggregate
more than 30.8% of the total combined voting power of
the Voting Securities outstanding immediately
following any such acquisition;
b. deposit any Voting Securities in a voting trust or subject them
to any arrangement or agreement with respect to the voting
thereof;
c. "solicit" proxies with respect to Voting Securities under any
circumstance or become a "participant" in a "solicitation" (as
such terms are defined in Regulation 14A of the
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General Rules and Regulations promulgated under the Exchange
Act) in opposition to the recommendation of a majority of the
directors of GTSI with respect to any matter; provided that
if Stockholder Approval has not been obtained by the earlier
of the second stockholders' meeting after the issuance of the
Preferred Stock or January 1, 2000, nothing in this Agreement
shall prohibit the BTG Group from soliciting proxies or
becoming a participant in a solicitation for the sole purpose
of proposing and voting in favor of a proposal (the
"Conversion Proposal") to require the conversion of Preferred
Stock into Common Stock in accordance with the terms of the
Preferred Stock and to amend GTSI's certificate of
incorporation to increase the number of authorized shares of
Common Stock to facilitate such conversion; provided further
that nothing in this Agreement shall prohibit the BTG Group
from soliciting proxies or becoming a participant in a
solicitation in opposition to any proposal by the GTSI Board
which, if adopted, would adversely affect (i) the rights of
the holders of Preferred Stock, if then Beneficially Owned by
any member of the BTG Group, or (ii) the rights of the BTG
Group under Article IV hereof;
d. except with respect to the Conversion Proposal, initiate,
propose or otherwise solicit stockholders of GTSI for the
approval of one or more stockholder proposals relating to GTSI
at any time, or induce or attempt to induce any other Person
to initiate any stockholder proposal with respect to GTSI;
e. join a partnership, limited partnership, syndicate or other
group, or otherwise act in concert with any other Person,
for the purpose of acquiring, holding, voting or disposing
of Voting Securities, or otherwise become a "person" within
the meaning of Section 13(d)(3) of the Exchange Act (in each
case, other than solely with members of the BTG Group); or
f. make any proposal to the GTSI Board or otherwise with respect
to the acquisition of any Beneficial Ownership by any member
of the BTG Group or with respect to a merger or consolidation
with, or a sale of a substantial portion of GTSI's assets to,
any member of the BTG Group, if such proposal would be of a
kind such that public disclosure thereof might reasonably be
required under applicable law (each such proposal, an
"Acquisition Proposal").
SECTION 2.02. Restrictions on Transfers of Common Stock. BTG
agrees that, for so long as this Agreement shall remain in effect, it shall
not, nor shall it permit any member of the BTG Group to, directly or
indirectly, without the prior written consent of GTSI duly authorized by a
majority of the members of the GTSI Board, transfer any Voting Securities,
other than:
a. to a wholly owned subsidiary of BTG, or by any such Person to
BTG;
b. pursuant to Rule 144 ("Rule 144") of the General Rules and
Regulations promulgated under the Securities Act (without giving effect to
subsection (k) of Rule 144);
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c. pursuant to any tender or exchange offer that shall have been
recommended to the stockholders of GTSI by the GTSI Board;
d. pursuant to any bona fide public offering of Voting Securities
(including any sale made pursuant to Rule 144), provided that, in cases other
than public offerings of Voting Securities underwritten by one or more
underwriters selected by GTSI, no sales of Voting Securities shall be made to
any Person or related group of Persons (other than the aforementioned
underwriter or underwriters) who is known by any member of the BTG Group to be
acquiring in such public offering more than 2% of the total combined voting
power of all Voting Securities then outstanding; or
e. as a result of any pledge or hypothecation to a bona fide
financial institution to secure a bona fide loan, or the foreclosure of any
lien or encumbrance which may be placed upon any Voting Securities (whether
voluntarily or involuntarily).
With respect to permitted Transfers of Voting Securities by
BTG pursuant to paragraphs (a) or (e) above, any buyer or transferee of such
Voting Securities shall as a precondition to the consummation of the proposed
Transfer be required to execute in writing an agreement to be bound by the
terms hereof, which agreement to be bound shall be in form and substance
reasonably satisfactory to GTSI. The pledge of Voting Securities to
NationsBank, N.A., as agent, pursuant to the terms of the Amended and Restated
Stock Security Agreement dated as of October 31, 1997, as modified by the First
Modification to Amended and Restated Stock Security Agreement dated as of the
date hereof (the "First Modification"), by and between NationsBank, N.A., as
agent, and BTG, attached hereto as Exhibit A, is hereby acknowledged and
agreed.
SECTION 2.03 Procedures Regarding Beneficial Ownership
Limitations.
a. GTSI shall not knowingly give effect on GTSI's books to any
purported acquisition, directly or indirectly, by purchase or otherwise, of any
Beneficial Ownership, except by way of stock dividends or other distributions
or offerings made available by GTSI to holders of Voting Securities generally,
if such acquisition is prohibited by Section 2.01(a) and if GTSI has actual
knowledge thereof.
b. GTSI shall give its transfer agent stop-transfer instructions
with respect to any proposed acquisition, directly or indirectly, by purchase
or otherwise, of any Beneficial Ownership, except by way of stock dividends or
other distributions or offerings made available by GTSI to holders of Voting
Securities generally, if such acquisition is prohibited by Section 2.01(a) and
if GTSI has actual knowledge thereof.
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ARTICLE III
CERTAIN RIGHTS, COVENANTS
AND AGREEMENTS
SECTION 3.01. GTSI Call Option.
a. After the date the Preferred Stock is converted to Common
Stock as a result of Stockholder Approval, GTSI shall have the option (the
"Call Option") to repurchase all, but not less than all, of the Voting
Securities Beneficially Owned by the BTG Group if any of the following shall
occur:
i. the Continuing Directors shall fail to constitute a
majority of the BTG Board;
ii. no member of any slate of directors recommended by
the BTG Board standing at any election of a class of
directors shall be elected to the BTG Board by the
stockholders of BTG in such election; or
iii. the BTG Board shall approve, or BTG shall execute, a
definitive agreement providing for a merger or
consolidation of BTG, a sale of all or substantially
all of BTG's assets or any similar transaction, other
than (A) a transaction pursuant to which more than
50% of the voting securities of the surviving
corporation shall be owned by former stockholders of
BTG, or (B) a transaction where, immediately
following such transaction, the Continuing Directors
immediately prior to the transaction shall constitute
at least a majority of the board of directors of the
surviving corporation.
b. If GTSI shall elect to exercise the Call Option to purchase
Voting Securities, such Call Option shall be exercised within 30 days following
the occurrence of any of the triggering events described in paragraphs
(i)-(iii) of subsection (a) above and shall be settled (except as provided
below) within 10 days following exercise thereof by payment of an amount equal
to the product of the number of shares of Common Stock or units of Voting
Securities so to be repurchased multiplied by a price per share equal to the
Market Price of such securities on such settlement date; provided, however,
that GTSI shall have the right, in lieu of promptly settling the exercise of
the Call Option, to direct BTG, which shall direct the other members of the BTG
Group if any Voting Securities shall be held by such other members at such
time, to sell the Voting Securities covered thereby in transactions in the open
market. BTG shall thereupon sell, and shall cause all other members of the BTG
Group to sell, such securities in such transactions as soon thereafter as
reasonably practicable. If the members of the BTG Group shall be unable to sell
all of such Voting Securities within 12 months following the date on which GTSI
shall notify BTG of GTSI's election to require the BTG Group to satisfy the
Call Option by means of
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open market sales, GTSI shall be obligated to either (A) purchase the remaining
Voting Securities at the Market Price for such securities at the time such
purchase shall be effected, or (B) rescind its exercise of the Call Option. If
GTSI shall elect to purchase Voting Securities pursuant to clause (A) in the
preceding sentence, settlement thereof shall be made by GTSI within 10 days
following notification to the BTG Group of such election. Notwithstanding
anything to the contrary herein, neither BTG nor any member of the BTG Group
shall have any obligation hereunder to Transfer any Voting Securities to the
extent that such Transfer would be in violation of any applicable law, rule or
regulation.
SECTION 3.02 Obligation of BTG to Dispose of Securities
in Certain Circumstances.
a. If, upon or after the conversion of the Preferred Stock into
Common Stock as a result of Stockholder Approval, the aggregate percentage
ownership of the BTG Group of the total combined voting power of the
outstanding Voting Securities (excluding from such calculation any Common Stock
issued to BTG upon conversion of the Preferred Stock which is attributable to
any accrued dividend on such Preferred Stock (the "Dividend Shares")) shall at
any time increase for any reason to more than 30.8% of such total combined
voting power, BTG shall upon the written request of GTSI dispose of, or cause
the disposal of, such excess by promptly selling in open market transactions a
sufficient number of Voting Securities such that after such sales the BTG Group
shall beneficially own in the aggregate (excluding from such calculation the
Dividend Shares) not more than 30.8% of the total combined voting power of the
then- outstanding Voting Securities.
b. If BTG shall be required to dispose of, or cause the disposal
of, Voting Securities pursuant to subsection (a) above, but shall for any
reason fail to complete such disposal process within one year from the date on
which such disposal requirement shall have been triggered, GTSI shall have the
right to repurchase a sufficient number of shares of Common Stock from the BTG
Group to reduce the BTG Group's aggregate ownership interest to such required
level; provided that the price paid by GTSI for such Common Stock shall be the
Market Price of such Common Stock on the date such repurchase is consummated.
c. The parties hereto acknowledge that, unless waived by GTSI,
the resale restrictions provided for in Section 2.02 shall apply to any sales
of Voting Securities which the BTG Group may be obligated to make pursuant to
this Section 3.02.
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ARTICLE IV
BOARD OF DIRECTORS
SECTION 4.01 BTG Designee; Joint Designee.
a. After the date the Preferred Stock has been converted to
Common Stock as a result of Stockholder Approval and until such time as the BTG
Group Beneficially Owns in the aggregate less than 15% of GTSI's issued and
outstanding Voting Securities, (i) the BTG Group shall be entitled to designate
one person in its sole discretion for nomination to the holders of Common Stock
for election to the GTSI Board (the "BTG Designee"), (ii) the BTG Group shall
be entitled to designate one additional person for nomination to the holders of
Common Stock for election to the GTSI Board (the "Joint Designee"), who shall
be an Independent person approved by the GTSI Board in its sole discretion as
set forth in Section 4.01(b), and (iii) GTSI agrees to nominate and recommend
for approval such BTG Designee and such Joint Designee at each annual meeting
of holders of Common Stock for the purpose of electing directors to the GTSI
Board. The BTG Designee and the Joint Designee shall be nominated for election
to the GTSI Board annually at the time of each annual meeting of stockholders
for a term of office to expire at the first succeeding annual meeting of
stockholders after such election and until such director's successor is duly
elected and has qualified or until his earlier resignation or removal.
b. With respect to designating the Joint Designee, the BTG Group
shall give written notice to the Secretary of GTSI of the identity of the
person nominated by the BTG Group. Such written notice shall be executed,
manually, or by photocopy or facsimile, by an authorized officer of BTG on
behalf of the BTG Group and, with respect to the nomination and election of
succeeding Joint Designees, shall be timely if received at the Corporation's
principal executive office not fewer than 90 days nor more than 120 days before
the meeting of stockholders at which such director is to be elected. The
person so nominated shall be Independent. Upon receipt of such written notice,
the GTSI Board shall have 17 Business Days in which to approve or disapprove
such nominee. If the GTSI Board approves such nominee, such nominee shall be
the Joint Designee and GTSI shall nominate such Joint Designee at the next
annual meeting of holders of Common Stock for the purpose of electing directors
to the GTSI Board. If the GTSI Board disapproves such nominee, the Secretary
of GTSI shall immediately give written notice thereof to BTG on behalf of the
BTG Group. If such a written notice from the Secretary has not been received by
BTG 17 Business Days after the receipt by GTSI of such written notice of
nomination, the GTSI Board shall be conclusively deemed to have approved such
nominee to be the Joint Designee and GTSI shall nominate such Joint Designee at
the next annual meeting of holders of Common Stock for the purpose of electing
directors to the GTSI Board. If such written notice from the Secretary has been
so received within such 17 Business Days, the BTG Group may nominate another
Independent person by written notice to the Secretary, subject to the same
approval process as herein above provided. Such process of nomination and
approval or disapproval shall continue until an Independent person is nominated
who is approved or deemed to be approved by the GTSI Board. No nominations for
such Joint Designee shall be made or received other than as described in this
Section 4.01(b). Any election of such Joint Designee to the GTSI Board shall be
by the holders of Common Stock.
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c. A vacancy of the BTG Designee position on the GTSI Board shall
be filled by the GTSI Board, after written designation by the BTG Group. A
vacancy of the Joint Designee position on the GTSI Board shall be filled by the
GTSI Board, following nomination by the BTG Group, pursuant to the procedure
described in Section 4.01(b). Directors chosen pursuant to any of the
foregoing provisions shall hold office for a term expiring at the next annual
meeting of stockholders and until their successors are duly elected and have
qualified or until their earlier resignation or removal. At such time as the
BTG Group Beneficially Owns in the aggregate less than 15% of GTSI's issued and
outstanding Voting Securities, the BTG Designee shall be deemed to have
resigned immediately as of such date.
SECTION 4.02 Limitation on BTG Nominees. Without the
prior written consent of GTSI, duly authorized by a majority of its directors
other than any directors who are BTG nominees pursuant to the terms of the
Series C Certificate of Designation and Section 4.01 hereof, neither BTG nor
any member of the BTG Group shall have in the aggregate more than two nominees
on the GTSI Board. In connection with the election of directors to the GTSI
Board, the BTG Group agrees to vote its Voting Securities in favor of any GTSI
nominee to the GTSI Board who (i) is a member of the GTSI Board as of the date
of this Agreement or (ii) becomes a member of the GTSI Board after the date of
this Agreement in an election in which the BTG Group voted its Voting
Securities in his or her favor, in either case in at least the same proportion
as the percentage of other Voting Securities cast for the election of such
nominee.
ARTICLE V
MISCELLANEOUS
SECTION 5.01 Term and Termination. This Agreement shall
continue in effect until at least the sixth anniversary of the date of the
Closing and thereafter for so long as the BTG Group Beneficially Owns (a) in
the aggregate five percent or more of the total combined voting power of Voting
Securities or (b) Preferred Stock, but in no event longer than the tenth
anniversary of the date of the Closing.
SECTION 5.02 Further Assurances; Required Filings. Each
of the parties shall, without further consideration, use reasonable efforts to
execute and deliver to the other such additional documents and take such other
action as the other may reasonably request to carry out the intent of this
Agreement and the transactions contemplated hereby, including the preparation
of any disclosure document that BTG may employ in connection with any permitted
disposition of Voting Securities hereunder if the plan of distribution relating
to such disposition shall reasonably require the preparation of such a
document.
SECTION 5.03 Amendment and Waiver. This Agreement may not
be modified, amended, altered or supplemented except by a written agreement
signed by GTSI and BTG which shall be authorized by all necessary corporate
action of each party. Each party may waive any condition to the obligations of
such party hereunder.
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SECTION 5.04 Successors and Assigns. This Agreement
shall be binding upon and shall inure to the benefit of and be enforceable by
the successors of the parties hereto. Except as otherwise provided herein, this
Agreement shall not be assignable.
SECTION 5.05 Notice. Any notice required or permitted
hereunder shall be given in writing and shall be deemed duly given if (and then
two business days after) it is sent by registered or certified mail, return
receipt requested, postage prepaid, and addressed to the intended recipient as
set forth below:
To GTSI:
X. Xxxxx Young
President and Chief Executive Officer
Government Technology Services, Inc.
0000 Xxxxxxxxx Xxxxxx Xxxxx
Xxxxxxxxx, XX 00000-0000
telecopier: (000) 000-0000
With a copy to:
Xxxxxx X. XxXxxxxx
Arent Fox Xxxxxx Xxxxxxx & Xxxx
0000 Xxxxxxxxxxx Xxxxxx, X.X.
Xxxxxxxxxx, XX 00000-0000
telecopier: (000) 000-0000
To BTG:
Xxxxxx X. Xxxxxxx
President and Chief Executive Officer
BTG, Inc.
0000 Xxxxxxx Xxxxx Xxxx
Xxxxxxx, Xxxxxxxx 00000-0000
telecopier: (000) 000-0000
With a copy to:
Xxxxx X. X. Xxxxxx
Xxxxx & Xxxxxxx L.L.P.
000 Xxxxxxxxxx Xxxxxx, X.X.
Xxxxxxxxxx, XX 00000
telecopier: (000) 000-0000
Any party may send any notice, request, demand, claim, or other communication
hereunder to the intended recipient at the address set forth above using any
other means (including personal delivery, expedited courier, messenger service,
telecopy, telex or ordinary mail), but no such notice, request, demand, claim,
or other communication shall be deemed to have been duly given unless and until
it actually is received by the intended recipient. Any party may change the
address to which notices,
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requests, demands, claims, and other communications hereunder are to be
delivered by giving the other party notice in the manner herein set forth.
SECTION 5.07 Interpretation of Agreement. Any
reference in this Agreement to an Article or a Section is a reference to an
article hereof or a section hereof, respectively, and to a subsection, a
paragraph, or a clause is, unless otherwise stated, a reference to a
subsection, a paragraph or a clause of the Section or subsection in which the
reference appears. The words "hereof," "herein," "hereto," "hereunder" and the
like mean and refer to this Agreement as a whole and not merely to the specific
Article, Section, subsection, paragraph or clause in which the respective word
appears. References to statutes or regulations are to be construed as
including all statutory and regulatory provisions consolidating, amending or
replacing the statute or regulation referred to. The captions and headings
used in this Agreement are for convenience of reference only and shall not
affect the construction of this Agreement.
SECTION 5.08 Severability. If any term or provision of
this Agreement is held by a court of competent jurisdiction or other authority
to be invalid, void, unenforceable or against its regulatory policy, the
remainder of the terms, provisions, covenants and restrictions of this
Agreement shall remain in full force and effect and shall in no way be
affected, impaired or invali dated.
SECTION 5.09 Entire Agreement. This Agreement and
the Purchase Agreement contain the entire understanding of the parties with
respect to the subject matter herein. There are no restrictions, agreements,
promises, warranties, covenants or undertakings other than those expressly set
forth herein and in the Purchase Agreement with respect to any matter. This
Agreement, together with the Purchase Agreement, supersedes all prior
agreements and understandings between the parties with respect to its subject
matter.
SECTION 5.10 Exercise of Rights. No failure or delay on
the part of either party in the exercise of any power, right or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any such power, right or privilege preclude other or further
exercise thereof or of any other right, power or privilege. All rights or
remedies existing under this Agreement are cumulative to, and not exclusive of,
any rights or remedies otherwise available.
SECTION 5.11 Governing Law. This Agreement shall be
governed by and interpreted in accordance with the internal laws of the
Commonwealth of Virginia.
SECTION 5.12 Counterparts. This Agreement may be
executed in one or more counterparts, each of which shall be deemed to be an
original, but all of which together shall constitute one and the same
instrument.
[SIGNATURES APPEAR ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the date first above written.
GOVERNMENT TECHNOLOGY SERVICES, INC.
By: /s/ XXXXXXX X. XXXXXXXX
----------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Chief Financial Officer
BTG, INC.
By: /s/ XXXXXX X. XXXXXXX
----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: President and Chief
Executive Officer
