EXHIBIT 2.2
[Option from Target to Acquiror]
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT dated as of May 13, 1997 (the "AGREEMENT") is
entered into by and between Aurum Software, Inc., a Delaware corporation
("TARGET"), and Baan Company N.V., a corporation incorporated in the Netherlands
("ACQUIROR"). Capitalized terms used in this Agreement but not defined herein
shall have the meanings ascribed thereto in the Merger Agreement (as defined
below).
RECITALS
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WHEREAS, concurrently with the execution and delivery of this Agreement,
Target, Acquiror and Green Software Acquisition Corp., a Delaware corporation
and a wholly owned subsidiary of Acquiror ("SUB"), are entering into an
Agreement and Plan of Reorganization (the "MERGER AGREEMENT"), which provides
that, among other things, upon the terms and subject to the conditions thereof,
Target, Acquiror and Sub will enter into a business combination transaction (the
"MERGER"); and
WHEREAS, as a condition to Acquiror's willingness to enter into the Merger
Agreement, Acquiror has requested that Target agree, and Target has so agreed,
to grant to Acquiror an option to acquire shares of Target's Common Stock,
$0.001 par value, upon the terms and subject to the conditions set forth herein;
AGREEMENT
---------
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements set forth herein and in the Merger Agreement and for
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto agree as follows:
1. GRANT OF OPTION
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Target hereby grants to Acquiror an irrevocable option (the "OPTION")
to acquire up to a number of shares of the Common Stock, $0.001 par value, of
Target ("TARGET SHARES") equal to 19.9% of the issued and outstanding shares as
of the first date, if any, upon which an Exercise Event (as defined in Section
2(a) below) shall occur (the "OPTION SHARES"), in the manner set forth below
(i) by paying cash at a price of $21.00 per share (the "EXERCISE PRICE") and/or,
at Acquiror's election, (ii) by exchanging therefor shares of the Common Stock,
0.01 par value, of Acquiror ("ACQUIROR SHARES") at a rate (the "EXERCISE
RATIO"), for each Option Share, of a number of Acquiror Shares equal to the
Exercise Price divided by the average closing sale prices during the previous 30
trading days of Acquiror Shares on the Nasdaq National Market immediately
preceding the date of the Closing (as defined below) of the particular Option
exercise.
2. EXERCISE OF OPTION; MAXIMUM PROCEEDS
------------------------------------
(a) For all purposes of this Agreement, an "EXERCISE EVENT" shall have
occurred upon the occurrence of both: (i) the individuals or entities entering
into Voting Agreements and providing the related proxies on the date hereof
having ceased to own, in the aggregate, at least a majority of the capital stock
of the Target or (ii) any of such Voting Agreements or the related proxies
having been declared invalid or unenforceable and (x) the earlier of the
consummation of, or the record date, if any, for a meeting of Target's
stockholders with regard to an Acquisition Proposal with respect to Target with
any party other than Acquiror (or an affiliate of Acquiror) if the Board of
Directors of Target shall have withheld, withdrawn, or modified in a manner
adverse to Acquiror its recommendation in favor of adoption and approval of the
Merger Agreement and approval of the Merger (and at that time there shall not
have occurred a Material Adverse Effect on Acquiror) after receipt of and in
connection with an Acquisition Proposal with respect to Target, (y) the
commencement of a tender or exchange offer for 20% or more of any class of
Target's capital stock (and/or during any time which such a tender or exchange
offer remains open or has been consummated), or (z) pursuant to a Termination
under Section 7.1(e) or (g) of the Merger Agreement.
(b) Acquiror may deliver to Target a written notice (an "EXERCISE
NOTICE") specifying that it wishes to exercise and close a purchase of Option
Shares at any time within 30 days following the occurrence of an Exercise Event,
specifying the total number of Option Shares it wishes to acquire. Each closing
of a purchase of Option Shares (a "CLOSING") shall occur on the date and at a
time designated by the Acquiror in an Exercise Notice delivered at least five
(5) business days prior to the date of such Closing, which Closing shall be held
at the offices of counsel to Acquiror upon the occurrence of an Exercise Event
prior to the termination of the Option as may be designated by Acquiror in
writing. In the event that no Exercise Event shall occur prior to termination
of the Option, such Exercise Notice shall be void and of no further force and
effect.
(c) The Option shall terminate upon the earlier of (i) the Effective
Time and (ii) 12 months following the termination of the Merger Agreement
pursuant to Article VII thereof if an Exercise Event shall have occurred on or
prior to the date of such termination, and (iii) the date on which the Merger
Agreement is terminated pursuant to Article VII thereof if no Exercise Event
shall have occurred on or prior to such date; provided, however, that if the
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Option is exercisable but cannot be exercised by reason of any applicable
government order or because the waiting period related to the issuance of the
Option Shares under the HSR Act shall not have expired or been terminated, then
the Option shall not terminate until the tenth business day after such
impediment to exercise shall have been removed or shall have become final and
not subject to appeal. Notwithstanding the foregoing, the Option may not be
exercised if (i) Acquiror shall have breached in any material respect any of its
covenants or agreements contained in the Merger Agreement or (ii) the
representations and warranties of Acquiror contained in the Merger Agreement
shall not have been true and correct in all material respects on and as of the
date when made.
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3. CONDITIONS TO CLOSING
---------------------
The obligation of Target to issue Option Shares to Acquiror hereunder
is subject to the conditions that (a) any waiting period under the HSR Act
applicable to the issuance of the Option Shares hereunder shall have expired or
been terminated; (b) all material consents, approvals, orders or authorizations
of, or registrations, declarations or filings with, any Federal, state or local
administrative agency or commission or other Federal state or local governmental
authority or instrumentality, if any, required in connection with the issuance
of the Option Shares hereunder shall have been obtained or made, as the case may
be; and (c) no preliminary or permanent injunction or other order by any court
of competent jurisdiction prohibiting or otherwise restraining such issuance
shall be in effect. It is understood and agreed that at any time during which
Acquiror shall be entitled to deliver to Target an Exercise Notice, the parties
will use their respective best efforts to satisfy all conditions to Closing, so
that a Closing may take place as promptly as practicable, and in any event, upon
the occurrence of an Exercise Event.
4. CLOSING
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At any Closing, (a) Target shall deliver to Acquiror a single
certificate in definitive form representing the number of Target Shares
designated by Acquiror in its Exercise Notice, such certificate to be registered
in the name of Acquiror and to bear the legend set forth in Section 10 hereof,
against delivery of (b) payment by Acquiror to Target of the aggregate purchase
price for the Target Shares so designated and being purchased by delivery of (i)
a certified check or bank check and/or, at Acquiror's election, (ii) a single
certificate in definitive form representing the number of Acquiror Shares being
issued by Acquiror in consideration therefor (based on the Exercise Ratio), such
certificate to be registered in the name of Target and to bear the legend set
forth in Section 10 hereof.
5. REPRESENTATIONS AND WARRANTIES OF TARGET
----------------------------------------
Target represents and warrants to Acquiror that (a) Target is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware and has the corporate power and authority to enter into
this Agreement and to carry out its obligations hereunder; (b) the execution and
delivery of this Agreement by Target and consummation by Target of the
transactions contemplated hereby have been duly authorized by all necessary
corporate action on the part of Target and no other corporate proceedings on the
part of Target are necessary to authorize this Agreement or any of the
transactions contemplated hereby; (c) this Agreement has been duly executed and
delivered by Target and constitutes a legal, valid and binding obligation of
Target and, assuming this Agreement constitutes a legal, valid and binding
obligation of Acquiror, is enforceable against Target in accordance with its
terms, except as enforceability may be limited by bankruptcy and other laws
affecting the rights and remedies of creditors generally and general principles
of equity; (d) except for any filings required under the HSR Act, Target has
taken all necessary corporate and other action to authorize and reserve for
issuance and to permit it to issue upon exercise of the Option, and at all times
from the date hereof until the termination of the Option will have reserved for
issuance, a sufficient number of unissued Target Shares for Acquiror to exercise
the Option in full and
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will take all necessary corporate or other action to authorize and reserve for
issuance all additional Target Shares or other securities which may be issuable
pursuant to Section 9(a) upon exercise of the Option, all of which, upon their
issuance and delivery in accordance with the terms of this Agreement, will be
validly issued, fully paid and nonassessable; (e) upon delivery of the Target
Shares and any other securities to Acquiror upon exercise of the Option,
Acquiror will acquire such Target Shares or other securities free and clear of
all material claims, liens, charges, encumbrances and security interests of any
kind or nature whatsoever, excluding those imposed by Acquiror; (f) the
execution and delivery of this Agreement by Target do not, and the performance
of this Agreement by Target will not, (i) violate the Certificate of
Incorporation or Bylaws of Target, (ii) conflict with or violate any order
applicable to Target or any of its subsidiaries or by which they or any of their
property is bound or affected or (iii) result in any breach of or constitute a
default (or an event which with notice or lapse of time or both would become a
default) under, or give rise to any right of termination, amendment,
acceleration or cancellation of, or result in the creation of a lien or
encumbrance on any property or assets of Target or any of its subsidiaries
pursuant to, any contract or agreement to which Target or any of its
subsidiaries is a party or by which Target or any of its subsidiaries or any of
their property is bound or affected, except, in the case of clauses (ii) and
(iii) above, for violations, conflicts, breaches, defaults, rights of
termination, amendment, acceleration or cancellation, liens or encumbrances
which would not, individually or in the aggregate, have a Material Adverse
Effect on Target; and (g) the execution and delivery of this Agreement by Target
does not, and the performance of this Agreement by Target will not, require any
consent, approval, authorization or permit of, or filing with, or notification
to, any Governmental Entity except pursuant to the HSR Act.
6. REPRESENTATIONS AND WARRANTIES OF ACQUIROR
------------------------------------------
Acquiror represents and warrants to Target that (a) Acquiror is a
corporation duly incorporated, validly existing and in good standing under the
laws of The Netherlands and has the corporate power and authority to enter into
this Agreement and to carry out its obligations hereunder; (b) the execution and
delivery of this Agreement by Acquiror and the consummation by Acquiror of the
transactions contemplated hereby have been duly authorized by all necessary
corporate action on the part of Acquiror and no other corporate proceedings on
the part of Acquiror are necessary to authorize this Agreement or any of the
transactions contemplated hereby; (c) this Agreement has been duly executed and
delivered by Acquiror and constitutes a legal, valid and binding obligation of
Acquiror and, assuming this Agreement constitutes a legal, valid and binding
obligation of Target, is enforceable against Acquiror in accordance with its
terms, except as enforceability may be limited by bankruptcy and other laws
affecting the rights and remedies of creditors generally and general principles
of equity; and (d) except for any filings required under the HSR Act, Acquiror
has taken (or will in a timely manner take) all necessary corporate and other
action in connection with any exercise of the Option; (e) upon delivery of
Acquiror Shares to Target in consideration of any acquisition of Target Shares
pursuant hereto, Target will acquire such Acquiror Shares free and clear of all
material claims, liens, charges, encumbrances and security interests of any kind
or nature whatsoever, excluding those imposed by Target; (f) the execution and
delivery of this Agreement by Acquiror do not, and the performance of this
Agreement by Acquiror will not, (i) violate the Articles of Association of
Acquiror, (ii) conflict with or violate any order applicable to Acquiror or any
of its subsidiaries or by which they or any of their property is bound or
affected or (iii) result in any breach
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of or constitute a default (or an event which with notice or lapse of time or
both would become a default) under, or give rise to any right of termination,
amendment, acceleration or cancellation of, or result in the creation of a lien
or encumbrance on any of the property or assets of Acquiror or any of its
subsidiaries pursuant to, any contract or agreement to which Acquiror or any of
its subsidiaries is a party or by which Acquiror or any of its subsidiaries or
any of their property is bound or affected, except, in the case of clauses (ii)
and (iii) above, for violations, conflicts, breaches, defaults, rights of
termination, amendment, acceleration or cancellation, liens or encumbrances
which would not, individually or in the aggregate, have a Material Adverse
Effect on Acquiror; (g) the execution and delivery of this Agreement by Acquiror
does not, and the performance of this Agreement by Acquiror will not, require
any consent, approval, authorization or permit of, or filing with or
notification to, any Governmental Entity except pursuant to the HSR Act; and (h)
any Target Shares acquired upon exercise of the Option will not be acquired by
Acquiror with a view to the public distribution thereof and Acquiror will not
sell or otherwise dispose of such shares in violation of applicable law or this
Agreement.
7. CERTAIN RIGHTS
--------------
(a) ACQUIROR PUT. If Acquiror shall have exercised the Option,
------------
Acquiror may thereafter deliver to Target a written notice (a "PUT NOTICE"), at
any time during which Acquiror may exercise the Option, specifying that it
wishes to sell (as specified in such Put Notice) all or a portion of the Option
Shares acquired as a result of such exercise at the price, and in the form, set
forth in paragraph (b) below. At any time after delivery of a Put Notice,
unless such Put Notice is withdrawn by Acquiror, the closing of the Put (the
"PUT CLOSING") shall take place at the principal offices of Target on the date
specified in the Put Notice (which shall be at least 5 days after the date of
such Put Notice).
(b) PAYMENT AND REDELIVERY OF CASH OR ACQUIROR SHARES. At the Put
--------------------------------------------------
Closing, (i) Acquiror shall surrender to Target the certificates evidencing the
Option Shares to be purchased by Target at such Put Closing and (ii) Target
shall deliver to Acquiror a proportionate amount of the aggregate consideration
paid by Acquiror in connection with any exercise of the Option. In addition,
the consideration to be paid by Target to Acquiror at any Put Closing shall be
in the form that is proportionate to the form previously paid by Acquiror to
Target. By way of example only, if (x) one third of the aggregate Option Shares
shall have been acquired for cash and two-thirds shall have been acquired for
Acquiror Shares, then (y) the consideration to be paid by Target to Acquiror at
such Put Closing shall consist of one-third cash and two-thirds Acquiror Shares.
Any cash payment required to be made by Target to Acquiror shall be paid a
certified check or bank check. In connection with any Acquiror Shares returned
to Acquiror at a Put Closing, Target shall represent and warrant that such
shares are then free and clear of all claims, liens, charges, encumbrances and
security interests of any kind or nature whatsoever, other than those imposed by
Acquiror.
(c) EFFECT OF CERTAIN ACTIONS. The amount of Option Shares and
--------------------------
Acquiror Shares delivered or required to be delivered hereunder shall reflect
appropriately the effect of any stock split, reverse stock split, stock dividend
(including any dividend or distribution of securities convertible into Acquiror
Common Shares or Target Common Stock), reorganization,
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recapitalization or other like change with respect to Acquiror Common Shares or
Target Common Stock occurring after the date of Closing and prior to the date of
the Put Closing.
(d) RESTRICTIONS ON TRANSFER. Until the termination of the Option,
------------------------
Target shall not sell, transfer or otherwise dispose of any Acquiror Shares
acquired by it pursuant to this Agreement.
8. REGISTRATION RIGHTS
-------------------
(a) Following the termination of the Merger Agreement, Acquiror may by
written notice (a "REGISTRATION NOTICE") to Target request Target to register
under the Securities Act, in accordance with Target's existing Amended and
Restated Registration Rights Agreement, dated August 22, 1995 (the "REGISTRATION
---------------
RIGHTS AGREEMENT"), all or any part of the shares acquired by Acquiror pursuant
to this Agreement (the "REGISTRABLE SECURITIES") in order to permit the sale or
other disposition of such shares pursuant to a bona fide firm commitment
underwritten public offering in which the Acquiror and the underwriters shall
effect as wide a distribution of such Registrable Securities as is reasonably
practicable; provided, however, that any such Registration Notice must relate to
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a number of shares equal to at least 2% of the outstanding shares of Common
Stock of the Target on a fully diluted basis and that any rights to require
registration hereunder shall terminate with respect to any shares that may be
sold pursuant to Rule 144(k) under the Securities Act.
(b) The registration rights set forth in this Section 8 are subject to
the condition that Acquiror shall provide Target with such information with
respect to Acquiror's Registrable Securities, the plan for distribution thereof,
and such other information with respect to such Acquiror, in the reasonable
judgment of counsel for Target, is necessary to enable Acquiror to include in a
registration statement all material facts required to be disclosed with respect
to a registration thereunder.
(c) A registration effected under this Section 8 shall be effected at
Target's expense, except for underwriting discounts and commissions and the fees
and expenses of counsel to Acquiror, and Target shall provide to the
underwriters such documentation (including certificates, opinions of counsel and
"comfort" letters from auditors) as are customary in connection with
underwritten public offerings and as such underwriters may reasonably require.
In connection with any registration, Target shall agree to enter into an
underwriting agreement reasonably acceptable to each such party, in form and
substance customary for transactions of this type with the underwriters
participating in such offering.
(d) Indemnification
---------------
(i) Target will indemnify Acquiror, each of its directors and
officers and each person who controls Acquiror within the meaning of Section 15
of the Securities Act, and each underwriter of Target's securities, with respect
to any registration, qualification or compliance which has been effected
pursuant to this Agreement, in accordance with the terms and conditions of
Target's existing Registration Rights Agreement and Acquiror will indemnify
Target in accordance with the
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terms and conditions of Target's existing Registration Rights Agreement;
provided, however that such terms and conditions may not be modified, altered,
or amended without Acquiror's consent.
9. ADJUSTMENT UPON CHANGES IN CAPITALIZATION; RIGHTS PLANS
-------------------------------------------------------
(a) In the event of any change in the Target Shares by reason of stock
dividends, stock splits, reverse stock splits, mergers (other than the Merger),
recapitalizations, combinations, exchanges of shares and the like, the type and
number of shares or securities subject to the Option, the Exercise Ratio and the
Exercise Price shall be adjusted appropriately, and proper provision shall be
made in the agreements governing such transaction so that Acquiror shall
receive, upon exercise of the Option, the number and class of shares or other
securities or property that Acquiror would have received in respect of the
Target Shares if the Option had been exercised immediately prior to such event
or the record date therefor, as applicable.
(b) At any time during which the Option is exercisable, and at any
time after the Option is exercised (in whole or in part, if at all), Target
shall not adopt a stockholders rights plan (a so-called "poison pill") that
contains provisions for the distribution of rights thereunder as a result of
Acquiror being the beneficial owner of shares of the first party by virtue of
the Option being exercisable or having been exercised (or as a result of such
other party beneficially owning shares issuable in respect of any Option
Shares). It is understood, however, that following termination (if any) of the
Merger Agreement, a party may adopt a stockholders rights plan, that contains
provisions for the distribution of rights thereunder as a result of the other
party being the beneficial owner of shares of the first party in addition to
those that may be beneficially owned by virtue of the Option being exercisable
or having been exercised (or as a result of such other party beneficially owning
shares issuable in respect of any Option Shares).
10. RESTRICTIVE LEGENDS
-------------------
Each certificate representing Option Shares issued to Acquiror
hereunder, and each certificate representing Acquiror Shares delivered to Target
at a Closing, shall include a legend in substantially the following form:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE REOFFERED OR SOLD
ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS
AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON
TRANSFER AS SET FORTH IN THE STOCK OPTION AGREEMENT DATED AS OF MAY 13,
1997, A COPY OF WHICH MAY BE OBTAINED FROM ACQUIROR.
11. LISTING AND HSR FILING
----------------------
Target, upon the request of Acquiror, shall promptly file an
application to list the Target Shares to be acquired upon exercise of the Option
for quotation on the Nasdaq National
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Market and shall use its best efforts to obtain approval of such listing as soon
as practicable. Promptly after the date hereof, each of the parties hereto shall
promptly file with the Federal Trade Commission and the Antitrust Division of
the United States Department of Justice all required premerger notification and
report forms and other documents and exhibits required to be filed under the HSR
Act to permit the acquisition of the Target Shares subject to the Option at the
earliest possible date.
12. BINDING EFFECT
--------------
This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns. Nothing
contained in this Agreement, express or implied, is intended to confer upon any
person other than the parties hereto and their respective successors and
permitted assigns any rights or remedies of any nature whatsoever by reason of
this Agreement. Any shares sold by a party in compliance with the provisions of
Section 8 shall, upon consummation of such sale, be free of the restrictions
imposed with respect to such shares by this Agreement and any transferee of such
shares shall not be entitled to the rights of such party. Certificates
representing shares sold in a registered public offering pursuant to Section 8
shall not be required to bear the legend set forth in Section 10.
13. SPECIFIC PERFORMANCE
--------------------
The parties recognize and agree that if for any reason any of the
provisions of this Agreement are not performed in accordance with their specific
terms or are otherwise breached, immediate and irreparable harm or injury would
be caused for which money damages would not be an adequate remedy. Accordingly,
each party agrees that in addition to other remedies the other party shall be
entitled to an injunction restraining any violation or threatened violation of
the provisions of this Agreement. In the event that any action shall be brought
in equity to enforce the provisions of the Agreement, neither party will allege,
and each party hereby waives the defense, that there is an adequate remedy at
law.
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14. ENTIRE AGREEMENT
----------------
This Agreement and the Merger Agreement (including the appendices
thereto) constitute the entire agreement between the parties with respect to the
subject matter hereof and supersede all other prior agreements and
understandings, both written and oral, between the parties with respect to the
subject matter hereof.
15. FURTHER ASSURANCES
------------------
Each party will execute and deliver all such further documents and
instruments and take all such further action as may be necessary in order to
consummate the transactions contemplated hereby.
16. VALIDITY
--------
The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of the other provisions of this
Agreement, which shall remain in full force and effect. In the event any
Governmental Entity of competent jurisdiction holds any provision of this
Agreement to be null, void or unenforceable, the parties hereto shall negotiate
in good faith and shall execute and deliver an amendment to this Agreement in
order, as nearly as possible, to effectuate, to the extent permitted by law, the
intent of the parties hereto with respect to such provision.
17. NOTICES
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All notices and other communications hereunder shall be in writing and
shall be deemed given if delivered personally or by commercial delivery service,
or sent via telecopy (receipt confirmed) to the parties at the following
addresses or telecopy numbers (or at such other address or telecopy numbers for
a party as shall be specified by like notice):
(a) if to Target, to:
Aurum Software, Inc.
0000 Xxxxx Xxxxxxxxx
Xxxxx Xxxxx, Xxxxxxxxxx 00000
Attn: President and Chief Executive Officer
with a copy to:
Fenwick & West LLP
Xxx Xxxx Xxxx Xxxxxx, Xxxxx 000
Xxxx Xxxx, Xxxxxxxxxx 00000
Attn: Xxxxxxxxxx Xxxxx, Esq.
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(b) if to Acquiror, to:
Baan Company N.V.
Baron van Xxxxxxxxxxxx 00
0000 XX Xxxxxxxxx
P. O. Xxx 000
0000 XX Xxxxxxxxx
Xxx Xxxxxxxxxxx
Attn: President and Chief Executive Officer
with a copy to each of:
Xxxx Xxxxxxx
Managing Director
Baan USA Inc.
0000 Xxxxxxxx Xxxxx #000
Xxxxx Xxxx, XX 00000
Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C.
000 Xxxx Xxxx Xxxx
Xxxx Xxxx, Xxxxxxxxxx 00000-0000
Attn: Xxxx X. Xxxxxxxxx, Esq.
Xxxxxx X. Xxxxxx, Esq.
18. GOVERNING LAW
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This Agreement shall be governed by and construed in accordance with
the laws of the State of Delaware applicable to agreements made and to be
performed entirely within such State.
19. COUNTERPARTS
------------
This Agreement may be executed in two counterparts, each of which
shall be deemed to be an original, but both of which, taken together, shall
constitute one and the same instrument.
20. EXPENSES
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Except as otherwise expressly provided herein or in the Merger
Agreement, all costs and expenses incurred in connection with the transactions
contemplated by this Agreement shall be paid by the party incurring such
expenses.
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21. AMENDMENTS; WAIVER
------------------
This Agreement may be amended by the parties hereto and the terms and
conditions hereof may be waived only by an instrument in writing signed on
behalf of each of the parties hereto, or, in the case of a waiver, by an
instrument signed on behalf of the party waiving compliance.
22. ASSIGNMENT
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Neither of the parties hereto may sell, transfer, assign or otherwise
dispose of any of its rights or obligations under this Agreement or the Option
created hereunder to any other person, without the express written consent of
the other party, except that the rights and obligations hereunder shall inure to
the benefit of and be binding upon any successor of a party hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective duly authorized officers as of the date first
above written.
ACQUIROR:
BAAN COMPANY N.V.
By: /s/ Xxxx X. Xxxxxxx
----------------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Executive Vice President,
Baan Affiliates and Marketing
TARGET:
AURUM SOFTWARE, INC.
By: /s/ Xxxx Xxxxxxx
-----------------------------------------------
Name: Xxxx Xxxxxxx
Title: President and Chief Executive Officer
***STOCK OPTION AGREEMENT***
(Target option to Acquiror)
