Exhibit 2
VOTING AGREEMENT
This Voting Agreement (this "Agreement"), dated as of February 21,
2001, is entered into by and among Xxxxxx X. Xxxxx (the "Shareholder") and
A&S Family Limited Partnership ("LP") (Shareholder and LP collectively, the
"Principal Shareholders"), CGI Group Inc., a company incorporated under the
laws of Quebec ("Parent") and CGI Florida Corporation ("Merger Sub"), a
Florida corporation and a wholly-owned subsidiary of Parent. Capitalized
terms used but not defined herein shall have the meanings ascribed to such
terms in the Merger Agreement (as defined below).
WHEREAS, simultaneously with the execution of this Agreement,
IMRglobal Corp., a Florida corporation ("IMRglobal"), Parent, and Merger
Sub are entering into an Agreement and Plan of Merger, dated as of the date
hereof (as the same may be amended or supplemented, the "Merger
Agreement"), providing, among other things, for the merger of Merger Sub
with and into IMRglobal (the "Merger"); and
WHEREAS, the Principal Shareholders own a significant number of shares
of common stock, $0.10 par value per share, of IMRglobal (the "Common
Stock"); and
WHEREAS, as an inducement and a condition to their entering into the
Merger Agreement and incurring the obligations set forth therein, and for
other good and valuable consideration, Parent and Merger Sub have required
that the Principal Shareholders enter into this Agreement;
NOW THEREFORE, in consideration of the foregoing and the mutual
promises, representations, warranties, covenants and agreements contained
herein and in the Merger Agreement, the parties hereto, intending to be
legally bound hereby, agree as follows:
1. Representations and Warranties of each Principal Shareholder. Each
of the Principal Shareholders, jointly and severally, hereby represents and
warrants as follows:
(a) Title. As of the date hereof, the Shareholder is the sole, true
and lawful record owner and beneficial owner of 5,645,237 shares of Common
Stock, and LP is the sole, true and lawful record owner and beneficial
owner of 6,441,361 shares of Common Stock (all shares of Common Stock so
held by the Shareholder and LP collectively, the "Subject Securities"). The
Shareholder is the sole, true and lawful record owner and beneficial owner
of options to purchase 625,000 shares of Common Stock (the "Subject
Options"). Each Principal Shareholder has good and valid title to his or
its Subject Securities. The Subject Securities and the Subject Options
constitute all of the capital stock of IMRglobal beneficially owned by the
Principal Shareholders, and except as set forth in this paragraph 1(a), (i)
no Principal Shareholder holds any options or warrants to purchase any
shares of Common Stock, and (ii) no Principal Shareholder has any rights to
acquire any shares of any class or series of capital stock of IMRglobal or
any securities convertible into or exercisable for shares of any class of
IMRglobal's capital stock.
(b) Right to Vote and Transfer. Each Principal Shareholder has the
sole and full legal power, authority and right to vote and, subject to the
terms of a pledge agreement previously disclosed to Parent (the "Pledge
Agreement") dispose of all of his or its Subject Securities, and shall have
the sole and full legal power, authority and right to vote and, subject to
the terms of the Pledge Agreement, dispose of all of his or its Additional
Shares (as defined in Section 13), including the power, authority and right
to vote such shares in favor of approval and adoption of the Merger
Agreement and the transactions contemplated by the Merger Agreement without
the consent or approval of, or any other action on the part of, any other
Person or entity. Without limiting the generality of the foregoing, except
for this Agreement, neither Principal Shareholder has entered into any
voting agreement with any Person or entity with respect to any of the
Subject Securities or Additional Shares, granted any Person or entity any
proxy (revocable or irrevocable) or, subject to the Pledge Agreement, power
of attorney with respect to any of the Subject Securities or Additional
Shares, deposited any of the Subject Securities or Additional Shares in a
voting trust, or entered into any arrangement or agreement with any Person
or entity limiting or affecting such Principal Shareholder's legal power,
authority or right to vote his or its Subject Securities or Additional
Shares in favor of the approval and adoption of the Merger Agreement and
any of the transactions contemplated by the Merger Agreement. As of the
date of the shareholders meeting to be called by IMRglobal at which holders
of shares of Common Stock shall vote on approval and adoption of the Merger
Agreement and, to the extent submitted to shareholders for approval, the
transactions contemplated by the Merger Agreement, including any
adjournment or postponement thereof (the "IMRglobal Shareholders Meeting"),
each Principal Shareholder will have full legal power, authority and right
to vote all of his or its Subject Securities and Additional Shares
(acquired on or prior to the record date for the IMRglobal Shareholders
Meeting) in favor of the approval and adoption of the Merger Agreement and
the transactions contemplated by the Merger Agreement without the consent
or approval of, or any other action on the part of, any other Person or
entity, except as otherwise provided in this Agreement.
(c) Authority. Each Principal Shareholder has full legal, partnership
or corporate power (as applicable), authority and right, to execute and
deliver, and to perform his or its obligations under, this Agreement. This
Agreement has been duly executed and delivered by each Principal
Shareholder and constitutes a valid and binding agreement of each Principal
Shareholder enforceable against such Principal Shareholder in accordance
with its terms, subject to (i) bankruptcy, insolvency, moratorium and other
similar laws now or hereafter in effect relating to or affecting creditors'
rights generally and (ii) general principles of equity (regardless of
whether considered in a proceeding at law or in equity).
(d) Conflicting Instrument; No Transfer. Neither the execution and
delivery of this Agreement nor the performance by each Principal
Shareholder of his or its agreements and obligations hereunder will result
in any breach or violation of or be in conflict with or constitute a
default under any term of any agreement, judgment, injunction, order,
decree, law, regulation or arrangement to which such Principal Shareholder
is a party or by which such Principal Shareholder (or any of his or its
assets) is bound, except for any such breach, violation, conflict or
default which, individually or in the aggregate, would not impair or affect
such Principal Shareholder's ability to cast all votes necessary to approve
and adopt the Merger Agreement and the transactions contemplated by the
Merger Agreement. Except as provided herein and other than the Pledge
Agreement, each Principal Shareholder has no agreement, arrangement or
understanding regarding the Transfer of any Subject Securities or
Additional Shares (as the term "Transfer" is defined in Section 3 hereof).
(e) Irrevocable Proxy. Each Principal Shareholder represents and
warrants that any proxies heretofore given to any Person other than Parent
in respect of the Subject Securities or Additional Shares are not
irrevocable, and hereby revokes any such proxies. Each Principal
Shareholder hereby affirms that each irrevocable proxy as set forth in
Section 5 is given in connection with, and in consideration of, the
execution of the Merger Agreement by Parent and Merger Sub, and that each
such irrevocable proxy is given to secure the performance of the duties of
the Principal Shareholders under this Agreement. Each Principal Shareholder
hereby further affirms that each irrevocable proxy is coupled with an
interest and may under no circumstances be revoked, except upon termination
of this Agreement. Each Principal Shareholder hereby ratifies and confirms
all that each such irrevocable proxy may lawfully do or cause to be done by
virtue hereof.
2. Representations and Warranties of Parent and Merger Sub. Each of
Parent and Merger Sub represents and warrants that each has full corporate
power and authority to execute and deliver this Agreement and to perform
its obligations hereunder. This Agreement has been duly executed and
delivered by each of Parent and Merger Sub and constitutes a valid and
binding agreement of Parent and Merger Sub, enforceable against each of
Parent and Merger Sub, in accordance with its terms, subject to (i)
bankruptcy, insolvency, moratorium and other similar laws now or hereafter
in effect relating to or affecting creditors' rights generally and (ii)
general principles of equity (regardless of whether considered in a
proceeding at law or in equity). Neither the execution and delivery of this
Agreement nor the performance by Parent or Merger Sub of its agreements and
obligations hereunder will result in any breach or violation of or be in
conflict with or constitute a default under any term of (i) any agreement,
judgment, injunction, order, decree, law, regulation or arrangement to
which Parent or Merger Sub is a party or by which Parent or Merger Sub (or
any of its assets) is bound, except for any such breach, violation,
conflict or default which, individually or in the aggregate, would not
materially adversely affect Parent and Merger Sub.
3. Restriction on Transfer. Each Principal Shareholder agrees that
(other than pursuant to the Merger Agreement or with the prior written
consent of Parent) he or it will not, and will not agree to, (i) Transfer,
except as required by the Pledge Agreement, any of his or its Subject
Securities, any of the Additional Shares or any options, warrants or other
rights to acquire any capital stock of IMRglobal to any Person or entity or
(ii) grant any proxies or powers of attorney, deposit any of the Subject
Securities or any of the Additional Shares into a voting trust or enter
into a voting agreement with respect to any of the Subject Securities or
any of the Additional Shares, or any interest in any of the foregoing (as
such terms are defined in Rule 12b-2 under the Securities Exchange Act of
1934); provided, that, notwithstanding the foregoing, the Principal
Shareholders shall be permitted to Transfer (x) any of their Subject
Securities or any of the Additional Shares to any associate or affiliate
(as such terms are defined in Rule 12b-2 under the Securities Exchange Act
of 1934) of a Principal Shareholder or (y) up to an aggregate of 1,000,000
shares of Common Stock to any person or persons (it being understood that
this maximum amount reflects the permissible combined Transfers for both
Principal Shareholders to all persons), provided that, in the case of both
(x) and (y), prior to and as a condition to such Transfer, that Parent be
given three business days prior written notice of any Proposed Transfer and
the proposed transferee agrees in writing to be bound by all of the terms
of this Agreement as if it were a Principal Shareholder, including the
obligation to vote such Subject Securities and Additional Shares in
accordance with Section 4 hereof, in an agreement to which Parent is an
express third party beneficiary and which is in form and substance
reasonably satisfactory to Parent. For purposes of this Agreement,
"Transfer" means, with respect to a security, (i) the sale, transfer,
pledge, hypothecation, encumbrance, assignment or disposition of such
security or the beneficial ownership thereof, (ii) the offer to make such a
sale, transfer, pledge, hypothecation, encumbrance, assignment or other
disposition of such security or the beneficial ownership thereof, (iii)
consent to such an offer for sale, transfer, pledge, hypothecation,
encumbrance, assignment or other disposition of such security or the
beneficial ownership thereof, or (iv) each option, agreement, arrangement
or understanding, whether or not in writing, to effect any of the
foregoing. As a verb, "Transfer" shall have correlative meaning.
4. Agreement to Vote of Principal Shareholders. Each Principal
Shareholder hereby irrevocably and unconditionally agrees, from and after
the date hereof, to vote or to cause to be voted all of his or its Subject
Securities and Additional Shares at the IMRglobal Shareholders Meeting and
at any other annual or special meeting of shareholders of IMRglobal (or
adjournment or postponement thereof), however called, where such matters
arise (a) in favor of the approval and adoption of the Merger Agreement and
the transactions contemplated by the Merger Agreement and the Merger and
each of the other actions contemplated by the Merger Agreement and this
Agreement and (b) against (i) approval of any proposal made in opposition
to or in competition with the Merger or any of the other transactions
contemplated by the Merger Agreement, (ii) any merger, consolidation, sale
of assets, business combination, share exchange, reorganization or
recapitalization of IMRglobal or any of its subsidiaries, with or involving
any party other than Parent or one of its subsidiaries, (iii) any
liquidation or winding up of IMRglobal, (iv) any extraordinary dividend by
IMRglobal, (v) any change in the capital structure of IMRglobal (other than
pursuant to the Merger Agreement) and (vi) any other action that may
reasonably be expected to impede, interfere with, delay, postpone or
attempt to discourage the Merger or the other transactions contemplated by
the Merger Agreement or result in a breach of any of the covenants,
representations, warranties or other obligations or agreements of IMRglobal
under the Merger Agreement which would adversely affect IMRglobal or its
ability to consummate the transactions contemplated by the Merger
Agreement. Neither Principal Shareholder shall enter into any agreement or
understanding with any Person or entity to vote in any manner inconsistent
herewith. From and after the date hereof, any Principal Shareholder will
not commit any act that could restrict or otherwise affect his or its legal
power, authority and right to vote all his or its Subject Securities or
Additional Shares in favor of the approval and adoption of the Merger
Agreement and the transactions contemplated by the Merger Agreement.
Without limiting the generality of the foregoing, from and after the date
hereof, neither Principal Shareholder will enter into any voting agreement
with any Person or entity with respect to any of the Subject Securities or
Additional Shares, grant any Person or entity any proxy (revocable or
irrevocable) or power of attorney with respect to any of the Subject
Securities or Additional Shares, deposit any of the Subject Securities or
Additional Shares in a voting trust or otherwise enter into any agreement
or arrangement limiting or affecting such Principal Shareholder's legal
power, authority or right to vote his or its Subject Securities or
Additional Shares in favor of the approval and adoption of the Merger
Agreement and the transactions contemplated by the Merger Agreement, in
each case, except as otherwise provided in this Agreement.
5. Irrevocable Proxy. On the date hereof, each Principal Shareholder,
in furtherance of the transactions contemplated hereby and by the Merger
Agreement, will execute and deliver to Merger Sub an irrevocable proxy
substantially in the form of Exhibit A hereto and irrevocably appoint
Merger Sub or its designees, his or its attorney and proxy to vote all of
the Subject Securities and Additional Shares of such Principal Shareholder,
in connection with the matters set forth in subsections (a) and (b) of this
Section 5, with full power of substitution. Each Principal Shareholder
acknowledges that each such proxy (a) shall be coupled with an interest,
(b) constitutes, among other things, an inducement for Parent and Merger
Sub to enter into the Merger Agreement, and (c) shall be irrevocable and
shall not be terminated by operation of law upon the occurrence of any
event, except that such proxy shall be automatically revoked upon
termination of this Agreement.
6. No Solicitation. (a) From and after the date hereof, neither
Principal Shareholder shall, nor shall it authorize or permit any
investment banker, attorney or other advisor or representative (each, a
"Representative") of, such Principal Shareholder to, directly or
indirectly, (i) solicit, initiate or encourage any inquiries or proposals
relating to, or the submission of, any Acquisition Proposal (as defined
below) or (ii) participate in any discussions, conversations, negotiations
or other communications regarding, or furnish to any Person any information
with respect to, or otherwise cooperate in any way, assist or participate
in, facilitate or encourage any effort or attempt by any other Person or
entity, to seek to do any of the foregoing or take any other action to
facilitate any inquiries or the making of any proposal that constitutes, or
is likely to lead to, any Acquisition Proposal, except, in the case of
clause (ii), for actions by the Shareholder solely in his capacity as a
director or officer of IMRglobal which are permitted by Section 3.3 of the
Merger Agreement. From and after the date hereof, each Principal
Shareholder and all representatives of such Principal Shareholder shall
cease doing any of the foregoing. For purposes of this Agreement,
"Acquisition Proposal" means any proposal with respect to a merger,
consolidation, share exchange, tender or exchange offer, sale of all or
substantially all assets or similar transaction involving IMRglobal or any
significant portion of the assets of IMRglobal, other than the transactions
contemplated by the Merger Agreement and this Agreement.
(b) Each Principal Shareholder agrees to promptly advise Parent
orally and in writing of any Acquisition Proposal he or it or any of his or
its Representatives receives, any request for information that such
Principal Shareholder reasonably believes could lead to or contemplates an
Acquisition Proposal or of any Acquisition Proposal, or any inquiry such
Principal Shareholder reasonably believes could lead to any Acquisition
Proposal, the terms and conditions of such request, Acquisition Proposal or
inquiry (including any subsequent amendment or other modification to such
terms and conditions) and the identity of the person making any such
request, Acquisition Proposal or inquiry. Each Principal Shareholder shall
keep Parent informed in all material respects of the status and details
(including material amendments or proposed amendments) of any such request,
Acquisition Proposal or inquiry.
7. Action in Principal Shareholder Capacity Only. Neither Principal
Shareholder makes an agreement or understanding herein as director or
officer of IMRglobal. Each Principal Shareholder signs solely in his
capacity as a record and beneficial owner of the Subject Securities, the
Subject Options and Additional Shares, and nothing herein shall limit or
affect any actions taken in his capacity as an officer or director of
IMRglobal to the extent specifically permitted by the Merger Agreement.
8. Invalid Provisions. If any provision of this Agreement shall be
invalid or unenforceable under applicable law, such provision shall be
ineffective to the extent of such invalidity or unenforceability only,
without it affecting the remaining provisions of this Agreement.
9. Executed in Counterparts. This Agreement may be executed in
counterparts each of which shall be an original with the same effect as if
the signatures hereto and thereto were upon the same instrument.
10. Specific Performance. The parties hereto agree that if for any
reason either Principal Shareholder fails to perform any of his or its
agreements or obligations under this Agreement irreparable harm or injury
to Parent would be caused for which money damages would not be an adequate
remedy. Accordingly, each Principal Shareholder agrees that, in seeking to
enforce this Agreement against such Principal Shareholder, Parent shall be
entitled to specific performance and injunctive and other equitable relief.
The provisions of this Section 10 are without prejudice to any other rights
or remedies, whether at law or in equity, that Parent may have against the
Principal Shareholders for any failure to perform any of their respective
agreements or obligations under this Agreement.
11. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Florida without giving effect
to the principles of conflicts of laws thereof.
12. Amendments. This Agreement may not be modified, amended, altered
or supplemented, except upon the execution and delivery of a written
agreement executed by the parties hereto.
13. Additional Shares. If, after the date hereof, either Principal
Shareholder acquires beneficial ownership of voting securities of capital
stock of IMRglobal (any such shares, "Additional Shares"), including,
without limitation, upon exercise of any option, warrant or right to
acquire any shares of capital stock of IMRglobal or through any stock
dividend or stock split, the provisions of this Agreement applicable to the
Subject Securities shall be applicable to such Additional Shares as if such
Additional Shares had been the Subject Securities as of the date hereof.
The provisions of the immediately preceding sentence shall be effective
with respect to Additional Shares without action by any Person or entity
immediately upon the acquisition by any Principal Shareholder of beneficial
ownership of such Additional Shares.
14. Successors and Assigns. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective legal successors (including, in the case of the Shareholder or
any other individual, any executors, administrators, estates, legal
representatives and heirs of the Shareholder or such individual) and
permitted assigns; provided that no party may assign, delegate or otherwise
transfer any of its rights or obligations under this Agreement without the
prior written consent of Parent (in the case of each Principal Shareholder)
and each Principal Shareholder (in the case of Parent). Without limiting
the scope or effect of the restrictions on transfer set forth in Section 3
hereof, each Principal Shareholder agrees that this Agreement and his or
its obligations hereunder shall attach to the Subject Securities and
Additional Shares and shall be binding upon any Person or entity to which
legal or beneficial ownership of such Subject Securities and Additional
Shares shall pass, whether by operation of law or otherwise.
15. Notices. Any demand, notice or other communication to be given in
connection with this Agreement shall be in writing and shall be deemed
given (a) upon delivery if personally delivered, (b) three business days
after being mailed by registered or certified mail (return receipt
requested) or (c) one business day after being delivered by overnight
courier or by facsimile (with confirmation) to such party at its address or
facsimile set forth below or such other address or facsimile as such party
may specify by notice to the parties hereto:
If to the Shareholder or
A&S Family Limited Partnership:
Xx. Xxxxxx X. Xxxxx
IMRglobal Corp.
000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Facsimile: (000) 000-0000
with a copy to:
Xxxxxx, Xxxxxxx & Xxxxxx LLP
Suite 1600
Atlanta Financial Center
0000 Xxxxxxxxx Xxxx, X.X.
Xxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxx, Esq.
Facsimile: (000) 000-0000
and
Holland & Knight LLP
000 Xxxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxx, Xxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxx, Esq.
Facsimile: (000) 000-0000
If to Parent or Merger Sub:
CGI Group Inc.
0000 Xxxxxxxxxx Xxxxxx Xxxx
Xxxxxxxx, Xxxxxx
Xxxxxx X0X 0X0
Attention: Executive Vice President
Merger and Acquisitions
Facsimile: (000) 000-0000
with a copy to:
XxXxxxxx Xxxxxxxx
Xxxxxxx Xxxxx, 0xx Xxxxx
0000 Xxxx Xxxxxx
Xxxxxxxx, Xxxxxx
X0X 0X0
Xxxxxx
Attention: Xxxxxxxxxx Xxxxxx
Facsimile: (000) 000-0000
and
Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx
Xxx Xxx Xxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxx Xxxxxx
Attention: Xxxxx Xxxxxx, Esq.
Facsimile: (000) 000-0000
For purposes of this Section, "business day" means any day, other than a
Saturday, Sunday or a bank holiday in the United States or Canada.
16. Waiver. The failure of any party hereto to exercise any right,
power or remedy provided under this Agreement or otherwise available in
respect hereof at law or in equity, or to insist upon compliance by any
other party hereto with its obligations hereunder, and any custom or
practice of the parties at variance with the terms hereof, shall not
constitute a waiver by such party of its right to exercise any such or
other right, power or remedy or to demand such compliance.
17. Captions. The section and paragraph captions herein are for
convenience of reference only, do not constitute part of this Agreement and
shall not be deemed to limit or otherwise affect any of the provisions
hereof.
18. Further Assurances. From time to time, at Parent's reasonable
request and without further consideration, the Principal Shareholder shall
execute and deliver such additional documents and take all such further
lawful action as may be necessary or desirable to consummate and make
effective, in the most expeditious manner practicable, the transactions
contemplated by this Agreement.
19. Termination. This Agreement, other than as expressly provided
otherwise in this Agreement, shall terminate on the earlier of (i) the
consummation of the Merger and (ii) the termination of the Merger Agreement
in accordance with its terms.
20. Transfer in Orderly Manner. Each Principal Shareholder agrees that
he or it shall use commercially reasonable efforts to Transfer any shares
of Parent capital stock that he or it receives as consideration in
connection with the Merger and the transactions contemplated in the Merger
Agreement (or upon exercise of options to acquire shares of Parent capital
stock) in an orderly manner and without unduly affecting the trading prices
of shares of Parent capital stock. In addition, each Principal Shareholder
agrees to consult with the Chief Executive Officer of Parent prior to any
proposed Transfer of shares of Parent capital stock which is at least
100,000 more than the number of shares whose sale was previously planned
and as to which the Chief Executive Officer of Parent has been given prior
notice by a Principal Shareholder. This Section 20 of this Agreement shall
terminate on the earlier of (i) 12 months after the consummation of the
Merger and (ii) termination of the Merger Agreement in accordance with its
terms.
21. Registration Rights. If, at any time after the consummation of the
Merger, the Principal Shareholders propose to sell shares of Parent's Class
A Subordinate Shares ("Parent Shares") received in the Merger or upon the
exercise of stock options, and such Parent Shares cannot be sold in
compliance with the volume limitations of Rule 145 under the Securities Act
of 1933 (the "Securities Act"), or the Principal Shareholders are not
eligible to rely upon Rule 904 under the Securities Act, or there is no
other available exemption from the registration requirements of the
Securities Act, then the Principal Shareholders shall have the following
rights:
(a) Demand Registration Rights: The Principal Shareholders may
request in writing that Parent register their Parent Shares under the
Securities Act. Upon receipt of such request, Parent shall, as promptly as
reasonably practicable (and, in any event, within 60 days) prepare and file
with the Securities and Exchange Commission (the "SEC") a registration
statement covering the Parent Shares specified by the Principal
Shareholders; provided, however, Parent may postpone for up to 120 days the
filing or the effectiveness of a registration statement if Parent
reasonably determines in good faith that such registration would reasonably
be expected to have an adverse effect on any proposal or plan by Parent or
any of its subsidiaries to engage in any financing, securities offering or
acquisition of assets (other than in the ordinary course of business) or
any merger, consolidation, tender offer, reorganization or any other
material transaction. Subject to the conditions contained in this
provision, the Principal Shareholders will be entitled to two
registrations. Any request from the Principal Shareholders must cover at
least 5,000,000 Parent Shares. The Principal Shareholders will pay all
registration expenses in connection with any registration whether or not it
has become effective, including without limitation (i) underwriting
discounts and commissions, (ii) printing and copying expenses, (iii) fees
and disbursements of counsel to Parent, (iv) fees and disbursements of all
independent public accountants (including the expenses of any audit and/or
"comfort" letter), and (v) SEC, stock exchange or NASD and blue sky
registration and filing fees. In connection with any registration, Parent
shall use its reasonable best efforts to have a registration statement
declared effective and to take such action as may be reasonably necessary
for a period necessary to effect the distribution of the shares covered by
the registration statement; but, in no event shall Parent be required to do
so for a period of more than 90 days following the effective date of the
registration statement.
(b) Piggyback Registration Rights. If Parent files a registration
statement with the SEC with respect to the sale of any Parent Shares, then
each Principal Shareholder shall have the right to include their Parent
Shares in such registration statement, subject to customary scaleback
provisions, if such shares cannot otherwise be sold in compliance with the
Securities Act; provided, however, that Parent shall not be required to
include any of the Principal Shareholders' shares in any registration if it
relates solely to Parent Shares to be issued pursuant to stock options or
other employee benefit arrangements (including stock options granted by
IMRglobal prior to the Merger), an exchange offer, merger, consolidation,
share exchange, or similar transaction or an acquisition of assets or
another corporation and the number of shares of the Principal Shareholders
may be reduced if it is reasonably necessary in order to permit the orderly
distribution and sale of shares being offered by Parent or by a selling
shareholder exercising a demand registration right. In connection with a
piggyback registration, the Principal Shareholders shall be required to pay
all of the expenses referred to in clauses (i) and (v) of the penultimate
sentence of paragraph (a) of this Section, insofar as they are attributable
to the shares of the Principal Shares included in such registration
statement.
(c) Customary Agreements. In connection with any registration of
Parent Shares owned by the Principal Shareholders pursuant to this Section,
Parent and the Principal Shareholders shall enter into customary agreements
relating to such registration, which shall include representations
regarding the accuracy of information provided and indemnification
provisions.
22. Restrictions on Transfer of Parent Shares. So long as the
Shareholder remains in the employ of Parent or the Company, the Principal
Shareholders each agree to retain at least 20% of the Parent Shares they
receive in connection with the Merger until after the second anniversary of
the consummation of the Merger. Separate certificates representing the
Parent Shares subject to this restriction shall be issued to the Principal
Shareholders and such certificates shall bear an appropriate legend
reflecting this restriction and Parent's transfer agent shall not be
authorized to effect changes in the record owners of such shares.
Notwithstanding the foregoing, Parent shall consent to a Transfer of such
Shares to an affiliate or associate of the Principal Shareholders who
agrees in writing to be bound by this transfer restriction. In addition,
any Transfer required pursuant to the Pledge Agreement or required to meet
obligations under the related loan agreements shall be permitted.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of this 20th day of February, 2001.
XXXXXX X. XXXXX
/s/ Xxxxxx X. Xxxxx
----------------------------------
A&S FAMILY LIMITED PARTNERSHIP
By: SKS Management Inc., its General Partner
By: /s/ Xxxxxx X. Xxxxx
----------------------------------
Name: Xxxxxx X. Xxxxx
Title: President
CGI GROUP INC.
By: /s/ Xxxxx Xxxxx
---------------------------------
Name: Xxxxx Xxxxx
Title: Chairman, president and
chief executive officer
CGI FLORIDA CORPORATION
By: /s/ Xxxxx Xxxxxx
--------------------------------
Name: Xxxxx Xxxxxx
Title: Executive vice-president
and chief financial officer
EXHIBIT A
PROXY
-----
The undersigned hereby irrevocably appoints designees
of CGI Florida Corporation, a Florida corporation (the "Merger Sub"), the
attorneys, agents and proxies, with full power of substitution, for the
undersigned and in the name, place and stead of the undersigned to vote in
such manner as such attorneys, agents and proxies or their substitutes
shall in their sole discretion deem proper and otherwise act, including the
execution of written consents, with respect to all Subject Securities and
Additional Securities (as defined in the Voting Agreement dated as of
February 21, 2001 (the "Voting Agreement"), among Xx. Xxxxxx X. Xxxxx, A&S
Family Limited Partnership, CGI Group Inc., a company incorporated under
the laws of Quebec and the Merger Sub) which the undersigned is or may be
entitled to vote at any meeting of the Company held after the date hereof,
whether annual or special and whether or not an adjourned meeting, or in
respect of which the undersigned is or may be entitled to act by written
consent. This Proxy is coupled with an interest and shall be irrevocable
and binding on any successor in interest of the undersigned. This Proxy
shall operate to revoke any prior proxy as to the Subject Securities or
Additional Securities heretofore granted by the undersigned. This Proxy
shall terminate upon the termination of the Voting Agreement in accordance
with the terms of Section 19 thereof.
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Dated: February 21, 2001
