Exhibit (c)(19)
AMENDMENT NO. 1 TO THE SHAREHOLDER AGREEMENT
THIS FIRST AMENDMENT ("Amendment No. 1"), dated as of January 20,
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1999, amends that certain Shareholder Agreement (the "Shareholder Agreement"),
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dated January 11, 1999, by and among Compaq Computer Corporation, a Delaware
corporation (the "Parent"), and Xx Xxxxxxx (in his individual capacity, a
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"Shareholder").
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RECITALS
WHEREAS, Parent and Shareholder have agreed to amend the Shareholder
Agreement as set forth below.
NOW THEREFORE, in consideration of the foregoing and the mutual
agreements set forth herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged.
1. Definitions. Capitalized terms used and not otherwise defined in
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this Amendment No. 1 shall have the respective meanings assigned to such terms
in the Shareholder Agreement.
2. Purchase and Sale of Shares. Section 3 of the Shareholder
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Agreement shall be deleted and replaced in its entirety as follows:
"The Shareholder hereby agrees that it shall tender the Shares into
the Offer promptly, and in any event no later than the tenth business day
following the commencement of the Offer pursuant to Section 1.1 of the Merger
Agreement, and that such Shareholder shall not withdraw any Shares so tendered
unless the Offer is terminated or has expired. Parent shall cause Purchaser to
agree to purchase all the Shares so tendered at a price per Share equal to
$18.25 per Share or any higher price that may be paid in the Offer; provided,
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however, that Purchaser's obligation to accept for payment and pay for the
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Shares in the Offer is subject to all the terms and conditions of the Offer set
forth in the Merger Agreement and Annex A thereto."
3. Annex I. Annex I to the Shareholder Agreement which sets forth
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the Shareholder's beneficial ownership of the shares of Common Stock and/or
Options shall be deleted and replaced in its entirety by Annex I to this
Amendment No. 1.
4. Miscellaneous.
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(a) The headings contained in this Amendment No. 1 are for reference
purposes only and shall not effect in any way the meaning or interpretation of
this Amendment No. 1.
(b) This Amendment No. 1 may be executed in two or more counterparts,
each of which shall be deemed an original but all of which shall be considered
one and the same agreement.
(c) This Amendment No. 1 shall be governed by, and construed in
accordance with, the laws of the State of California without giving effect to
the principles of conflicts of laws thereof.
(d) Except as specifically provided herein, the Shareholder Agreement
shall remain in full force and effect. In the event of any inconsistency between
the provisions of this Amendment No. 1 and any provision of the Shareholder
Agreement, the terms and provisions of this Amendment No. 1 shall govern and
control.
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IN WITNESS WHEREOF, Parent and Shareholder have caused this Amendment
No. 1 to the Shareholder Agreement be duly executed and delivered as of the date
first written above.
COMPAQ COMPUTER CORPORATION
By: /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
Senior Vice President and
Chief Financial Officer
/s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx
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ANNEX I
Ownership of Common Stock,
Warrants or Options to Purchase
Common Stock of
Xx Xxxxxxx
(in his individual capacity)
Common Stock 0
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Options 125,000
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Warrants 0
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