STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT (this "Agreement") dated as of November 5, 2002,
between Enghouse Systems Limited, an Ontario corporation ("Grantee"), and
Syntellect Inc., a Delaware corporation ("Issuer").
WHEREAS, Grantee, Arizona Acquisition Corp, a Delaware corporation and a
wholly owned subsidiary of Grantee ("Sub"), and Issuer have entered into an
Agreement and Plan of Merger, dated as of the date hereof (the "Merger
Agreement"; capitalized terms used but not otherwise defined herein have the
meanings set forth in the Merger Agreement), providing for, among other things,
the merger of Sub with and into Issuer; and
WHEREAS, as a condition and inducement to Grantee's willingness to enter
into the Merger Agreement, Grantee has requested that Issuer agree, and Issuer
has agreed, to grant Grantee the Option (as defined below).
NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements set forth herein, Issuer
and Grantee agree as follows:
Section 1. Grant of Option. Subject to the terms and conditions set
forth herein, Issuer hereby grants to Grantee an irrevocable option (the
"Option") to purchase up to that number of shares of Issuer's common stock, par
value $.01 per share (the "Common Stock") which equals 19.9% of the issued and
outstanding shares of Common Stock of Issuer (the "Option Shares") immediately
prior to the exercise of this Option at a price per share (the "Option Price")
equal to $0.72, payable in cash. The number of Option Shares and the Option
Price are subject to adjustment as set forth herein.
Section 2. Exercise and Termination of Option.
(a) Subject to the terms and conditions hereof, Grantee may
exercise the Option at any time after the occurrence of a Trigger Event and
prior to the close of business on the Termination Date (the "Exercisability
Period"). "Trigger Event" shall mean the termination of the Merger Agreement by
its terms, other than in accordance with Section 8.1(a) or 8.1(f) of the Merger
Agreement, or any Payment Event. "Termination Date" shall mean the earliest of
(i) the Effective Time of the Merger, (ii) 180 days after the date full payment
of the Termination Fee contemplated by Section 8.5(b) of the Merger Agreement is
made by Issuer to Grantee thereunder, or (iii) 180 days after the termination of
the Merger Agreement so long as no Payment Event has occurred or could still
occur pursuant to Section 8.5(b) or 8.5(c) of the Merger Agreement, as the case
may be. For purposes of this Section 2(a), "Payment Event" shall mean any event
which obligates Issuer to pay Grantee the $500,000 fee (the "Termination Fee")
contemplated under Section 8.5(b) or 8.5(c) of the Merger Agreement.
Notwithstanding the occurrence of the Termination Date, Grantee shall be
entitled to purchase Option Shares pursuant to any exercise of the Option, on
the terms and subject to the conditions hereof, to the extent Grantee exercised
the Option prior to the occurrence of the Termination Date.
(b) If Grantee is entitled to and wishes to exercise the Option,
it shall deliver to Issuer a written notice (an "Exercise Notice"), the date of
receipt of which is referred to as the "Notice Date") specifying (i) the number
of Option Shares it intends to purchase pursuant to such exercise and (ii) a
place and date not earlier than three business days nor later than 15 business
days from the Notice Date for the closing of such purchase; provided, that if
the closing of a purchase and sale pursuant to the
Option (a "Closing") cannot be consummated by reason of any applicable judgment,
decree, order, law or regulation, the period of time that otherwise would run
pursuant to this sentence shall run instead from the date on which such
restriction on consummation has expired or been terminated; and, provided,
further that, without limiting the foregoing, if prior notification to or
approval of any regulatory authority is required in connection with such
purchase, Grantee and, if applicable, Issuer shall promptly file the required
notice or application for approval and shall expeditiously process the same (and
Issuer shall cooperate with Grantee in the filing of any such notice or
application and the obtaining of any such approval), and the period of time that
otherwise would run pursuant to this sentence shall run instead from the date on
which, as the case may be, (i) any required notification period has expired or
been terminated or otherwise satisfied or (ii) such approval has been obtained,
and in either event, any requisite waiting period has passed. Issuer shall take
any action reasonably requested by Grantee to cause the Closing to occur as
promptly as practicable. Any exercise of the Option shall be deemed to occur on
the Notice Date relating thereto. Any extensions of the periods specified in
this Section 2(b) shall extend the Exercisability Period on a day-for-day basis.
(c) Notwithstanding anything herein to the contrary, it shall be
a condition to the exercise of this Option and the purchase of the Option Shares
that (i) no preliminary or permanent injunction or other order, decree or ruling
against the sale or delivery of the Option Shares issued by any federal or state
court of competent jurisdiction in the United States is in effect at such time,
(ii) any approval required to be obtained prior to the delivery of the Option
Shares under the laws of any jurisdiction shall have been obtained and shall be
in full force and effect.
Section 3. Payment and Delivery of Certificates.
(a) At any Closing, Grantee will pay to Issuer in immediately
available funds by wire transfer to a bank account designated in writing by
Issuer an amount equal to the Option Price multiplied by the number of Option
Shares to be purchased at such Closing; provided, that failure or refusal of
Issuer to designate such a bank account shall not preclude Grantee from
exercising the Option.
(b) At any Closing, simultaneously with the delivery of
immediately available funds as provided in Section 3(a), Issuer will deliver, or
cause to be delivered, to Grantee or its nominee a certificate or certificates
representing the Option Shares to be purchased at such Closing, which Option
Shares will be fully paid and non-assessable and free and clear of all Liens
(except for any such Lien due to the issuance of the Option Shares not being
registered under the Securities Act and Liens arising from acts of Grantee). If
at the time of issuance of Option Shares pursuant to an exercise of the Option
hereunder, Issuer shall have issued any securities similar to rights under a
shareholder rights plan, then each Option Share issued pursuant to such exercise
will also represent such a corresponding right with terms substantially the same
as and at least as favorable to Grantee as are provided under any such
shareholder rights plan then in effect.
(c) Certificates for the Option Shares delivered at a Closing
will have typed or printed thereon a restrictive legend which will read
substantially as follows:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933 AND MAY BE REOFFERED OR SOLD
ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS
AVAILABLE."
It is understood and agreed that such legend will be removed by delivery of
substitute certificate(s) without such reference if such Option Shares have been
registered pursuant to the Securities Act, such Option Shares have been sold in
reliance on and in accordance with Rule 144 under the
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Securities Act or Grantee has delivered to Issuer a copy of a letter from the
staff of the SEC, or an opinion of counsel in customary form to the effect that
such legend is not required for purposes of the Securities Act.
(d) When Grantee provides an Exercise Notice and tenders the
applicable purchase price in immediately available funds (or offers such tender
if the proviso to the Section 3(a) is applicable), Grantee shall be deemed to be
the holder of record of the Option Shares issuable upon such exercise,
notwithstanding that the stock transfer books of Issuer shall then be closed or
that certificates representing such Option Shares shall not then be actually
delivered to Grantee.
Section 4. Representations and Warranties of Issuer. Issuer hereby
represents and warrants to Grantee as follows:
(a) Issuer is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware. The execution,
delivery and performance by Issuer of this Agreement and the consummation of the
transactions contemplated hereby (i) are within Issuer's corporate powers, (ii)
have been duly authorized by all necessary corporate action, (iii) require no
action by or in respect of, or filing with, any Governmental Entity, (iv) do not
contravene, or conflict with the certificate of incorporation or by-laws of
Issuer, (v) do not contravene or conflict with or constitute a violation of any
provision of any law, regulation or judgment, injunction, order or decree
binding upon Issuer or any of its subsidiaries and (vi) will not require any
consent, approval or notice under and will not conflict with, or result in the
breach or termination of any provision of or constitute a default (with or
without the giving of notice or the lapse of time or both) under, or allow the
acceleration of the performance of, any material obligation of Issuer or any of
its subsidiaries under, or result in the creation of a Lien upon, any of the
properties, assets or business of Issuer or any of its subsidiaries under any
indenture, mortgage, deed of trust, lease, licensing agreement, contract,
instrument or other agreement to which Issuer or any of its subsidiaries is a
party or by which Issuer or any of its subsidiaries or any of their respective
assets or properties is subject or bound other than, in the case of each of
(iii), (iv), (v) or (vi), any such items that would not, individually or in the
aggregate, be reasonably likely to have a Material Adverse Effect on Issuer or
prevent or materially impair the ability of Issuer to consummate the
transactions contemplated by this Agreement. This Agreement has been duly
executed and delivered by Issuer and constitutes a valid and binding agreement
of Issuer, enforceable in accordance with its terms (except insofar as
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditors' rights
generally or by principles governing availability of equitable remedies).
(b) Issuer has taken all necessary corporate and other action to
authorize and reserve and to permit it to issue, and at all times from the date
hereof until such time as the obligation to deliver Option Shares upon the
exercise of the Option terminates, will have reserved for issuance, upon any
exercise of the Option, the number of Option Shares subject to the Option. All
of the Option Shares to be issued pursuant to the Option are duly authorized
and, upon issuance and delivery thereof pursuant to this Agreement, will be duly
authorized, validly issued, fully paid and nonassessable, and free and clear of
all Liens (except for any such Lien due to the issuance of the Option Shares not
being registered under the Securities Act and Liens arising from acts of
Grantee), and not subject to any preemptive, first refusal, first offer or
similar rights.
(c) The Board of Directors of Issuer has duly and validly
authorized and approved by all necessary corporate action, this Agreement, the
Merger Agreement and the transactions contemplated hereby and thereby, so that
by the execution and delivery hereof no restrictive provision of any "fair
price," "moratorium," "control-share acquisition," "interested shareholders" or
other similar anti-takeover statute or regulation (including Section 203 of the
DGCL) or restrictive provision of any
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applicable anti-takeover provision in the Articles of Incorporation (including
Article Fourteenth thereof) or by-laws of the Issuer is, or at the closing of
the transactions contemplated hereby will be, applicable to the Issuer, Grantee,
the Option Shares, the Merger or any other transaction contemplated by this
Agreement.
Section 5. Representations and Warranties of Grantee. Grantee hereby
represents and warrants to Issuer that:
(a) Grantee is a corporation duly organized, validly existing
and in good standing under the laws of Ontario, Canada. The execution, delivery
and performance by Grantee of this Agreement and the consummation of the
transactions contemplated hereby (i) are within Grantee's corporate powers, and
(ii) have been duly authorized by all necessary corporate action.
(b) Grantee is not acquiring this Option nor the Option Shares
with a view to sale or distribution in violation of any securities laws.
Section 6. Adjustment upon Changes in Capitalization, etc.
(a) In the event of any change in the capital stock of Issuer by
reason of any stock dividends, stock splits, split-ups, spin-offs,
recapitalizations, recombinations, extraordinary dividends or the like, the type
and number of Option Shares, and the Option Price, as the case may be, shall be
adjusted appropriately to reflect such event and proper provision shall be made
in any agreement governing any such transaction to provide for such adjustment
and the full satisfaction of Issuer's obligations hereunder, provided, that in
no event shall the number of shares of Common Stock of Issuer subject to the
Option exceed 19.9% of the number of shares of Common Stock of Issuer issued and
outstanding on the date of exercise. For purposes of clarity, if any event or
transaction described in the first sentence of this Section 6(a) shall occur,
the Option Shares issuable upon exercise of the Option shall thereafter be the
securities and other property which would have been receivable in respect of the
Option Shares which would have been issuable upon exercise of the Option
immediately prior to such event or transaction. The Option Price shall be
adjusted such that the aggregate Option Price payable on full exercise of the
Option shall be identical before and after any such event or transaction.
(b) Without limiting the parties' relative rights and
obligations under the Merger Agreement, if Issuer enters into an agreement with
respect to any Takeover Proposal or other transaction involving the exchange or
conversion of Common Stock of Issuer (or other Option Shares then issuable under
the Option) for shares or other securities of Issuer or another Person, then the
agreement governing such transaction shall make proper provision so that the
Option shall, upon the consummation of any such transaction and upon the terms
and conditions set forth herein, be converted into, or exchanged for, an option
with identical terms appropriately adjusted to acquire the number and class of
shares or other securities or property that Grantee would have received in
respect of the Common Stock of Issuer (or other Option Shares then issuable
under the Option) if the Option had been exercised immediately prior to the
consummation of such Takeover Proposal, or the record date therefor, as
applicable.
(c) If, at any time during the Exercisability Period a Takeover
Proposal is made, Grantee sends to Issuer a notice (a "Cash-Out Notice")
indicating Grantee's election to exercise its right pursuant to this Section
6(c), then Issuer shall pay to Grantee, on the date on which such Takeover
Proposal is consummated (or the date of the Cash-Out Notice, if later), in
exchange for the cancellation of the Option (if and to the extent that the
Option has not been fully exercised) and/or the repurchase of any Option Shares
issued to Grantee pursuant hereto which Grantee then beneficially owns and has
requested that Issuer repurchase (if and to the extent that the Option has been
exercised), at a price per share equal to the higher of (x) if applicable, the
highest price per share of Common Stock of Issuer or other Option
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Shares, as applicable, paid or proposed to be paid by any Person pursuant to
such Takeover Proposal (non-cash consideration to be valued as set forth in
Section 6(d) hereof) or (y) the average of the closing prices of the shares of
Option Shares or Common Stock of Issuer, as applicable, on the principal
securities exchange or quotation system on which shares of the Common Stock of
Issuer or the Option Shares, as applicable, are then listed or traded as
reported in The Wall Street Journal (or another authoritative source) for the
five consecutive trading days immediately preceding the date of the Cash-Out
Notice, less, if and to the extent that the Option has not been exercised, the
Option Price in respect of each Option Share issuable under the Option rights
being cancelled. Notwithstanding the termination of the Option, Grantee will be
entitled to exercise its rights under this Section 6(c) if it has sent to Issuer
a Cash-Out Notice in accordance with the terms hereof prior to the termination
of the Option. The payment contemplated by this Section 6(c) shall be made in
immediately available funds to an account specified by Grantee.
(d) As used herein, the "fair market value" of any non-cash
consideration consisting of:
(i) securities listed on a national securities exchange
or traded on Nasdaq shall be equal to the average closing price per share of
such security as reported on such exchange or Nasdaq for the five trading days
before the date of determination; and
(ii) consideration which is other than cash or securities
of the form specified in clause (i) above shall be determined by a nationally
recognized independent investment banking firm mutually agreed upon by the
parties five business days prior to the event requiring selection of such
banking firm, provided that if the parties are unable to agree as to the
investment banking firm within three business days of a request to do so by
either Grantee or Issuer, then the parties shall each select one such firm
within 48 hours after the end of such three-day period, and those firms shall
select a third nationally recognized independent investment banking firm within
48 hours after the end of such previous 48-hour period, which third firm shall
make such determination as promptly as reasonably practicable. The third firm's
determination shall be final and binding on each of the parties.
Section 7. Registration Rights. Issuer will, if requested by Grantee at
any time and from time to time within three years of the exercise of the Option,
as promptly as practicable (but in no event later than 90 days after receipt of
such request) prepare and file up to three registration statements under the
Securities Act if such registration is necessary in order to permit the sale or
other disposition of any or all shares of securities that have been acquired by
or are issuable to Grantee upon exercise of the Option in accordance with the
intended method of sale or other disposition stated by Grantee, including a
"shelf" registration statement under Rule 415 under the Securities Act or any
successor provision, and Issuer will use its best efforts to qualify such shares
or other securities under any applicable state securities laws. A registration
statement shall not be deemed filed if it is withdrawn by Issuer, subject to a
stop or similar order or not kept effective in accordance with the following
sentence. Issuer will use reasonable efforts to cause each such registration
statement to become effective, to obtain all consents or waivers of other
parties which are required therefor, and to keep such registration statement
effective for such period not in excess of 180 calendar days from the day such
registration statement first becomes effective as may be reasonably necessary to
effect such sale or other disposition. The obligations of Issuer hereunder to
file a registration statement and to maintain its effectiveness may be suspended
for up to 60 calendar days in the aggregate if the Board of Directors of Issuer
shall have determined that the filing of such registration statement or the
maintenance of its effectiveness would require premature disclosure of material
nonpublic information that would materially and adversely affect Issuer or
otherwise interfere with or adversely affect any pending or proposed offering of
securities of Issuer or any other material transaction involving Issuer. Any
registration statement prepared and filed under this Section 7, and any sale
covered thereby, will be at Issuer's expense except for underwriting discounts
or commissions, brokers' fees and
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the fees and disbursements of Grantee's counsel related thereto. Grantee will
provide all information reasonably requested by Issuer for inclusion in any
registration statement to be filed hereunder. If, during the time periods
referred to in the first sentence of this Section 7, Issuer effects a
registration under the Securities Act of its Common Stock (or other Option
Shares) for its own account or for any other stockholders of Issuer (other than
on Form S-4 or Form S-8, or any successor form), it will allow Grantee the right
to participate in such registration, and such participation will not affect the
obligation of Issuer to effect demand registration statements for Grantee under
this Section 7; provided, that if the managing underwriters of such offering
advise Issuer in writing that in their opinion the number of shares of Common
Stock of Issuer requested to be included in such registration exceeds the number
which can be sold in such offering, then Issuer will include only the shares
requested to be included therein by Grantee that may be included therein without
adversely affecting the success of the offering. In connection with any
registration pursuant to this Section 7, Issuer and Grantee will provide each
other and any underwriter of the offering with customary representations,
warranties, covenants, indemnification, and contribution in connection with such
registration.
Section 8. Listing. If the Common Stock of Issuer or any other
securities to be acquired upon exercise of the Option are then listed on Nasdaq
(or any other national securities exchange or national securities quotation
system), Issuer, upon the request of Grantee, will promptly file an application
to list its Common Stock or other securities to be acquired upon exercise of the
Option on Nasdaq (or any such other national securities exchange or national
securities quotation system) and will use reasonable efforts to obtain approval
of such listing as promptly as practicable.
Section 9. Loss or Mutilation. Upon receipt by Issuer of evidence
reasonably satisfactory to it of the loss, theft, destruction or mutilation of
this Agreement, and (in the case of loss, theft or destruction) of reasonably
satisfactory indemnification, and upon surrender and cancellation of this
Agreement, if mutilated, Issuer will execute and deliver a new Agreement of like
tenor and date.
Section 10. Miscellaneous.
(a) Expenses. Except as otherwise provided in this Agreement or
in the Merger Agreement, each party shall bear its own expenses in connection
with the transactions contemplated by this Agreement. Issuer acknowledges that
this Agreement is an integral part of the transactions contemplated in the
Merger Agreement, and that, without this Agreement, Grantee would not enter into
the Merger Agreement. Accordingly, if Issuer fails to timely perform any
obligation under this Agreement (including payment of any amount due), and, in
order to obtain such performance, Grantee commences a suit which results in a
judgment against Issuer for payment or performance of an obligation pursuant to
this Agreement, then Issuer shall pay to Grantee (i) interest on any amount due
at a rate equal to that rate which is determined under the provisions of
Issuer's then-current line of credit facility beginning from the date such
amount was required to be paid and (ii) its costs, expenses and disbursements
(including attorneys' fees) in connection with such suit, including any costs of
collection.
(b) Amendment. This Agreement may be amended by the parties
hereto, by duly authorized action taken, at any time before or after obtaining
the Company Stockholder Approval, but, after the Company Stockholder Approval,
no amendment shall be made which by law requires further approval by such
stockholders without obtaining such further approval. This Agreement may not be
amended except by an instrument in writing signed on behalf of each of the
parties hereto.
(c) Extension; Waiver. At any time prior to the Effective Time,
the parties hereto may, to the extent legally allowed, subject to Section 10(b),
(i) extend the time for the performance of any of the obligations or other acts
of the other parties hereto, (ii) waive any inaccuracies in the representations
and warranties contained herein or in any document delivered pursuant hereto or
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(iii) waive compliance with any of the agreements or conditions contained
herein. Any agreement on the part of a party hereto to any such extension or
waiver shall be valid only if set forth in a written instrument signed on behalf
of such party. The failure of any party to this Agreement to assert any of its
rights under this Agreement or otherwise shall not constitute a waiver of those
rights.
(d) Entire Agreement, No Third-Party Beneficiaries. This
Agreement (including the documents and the instruments referred to herein) (a)
constitutes the entire agreement and supersede all prior agreements and
understandings, both written and oral, among the parties with respect to the
subject matter hereof, and (b) is not intended to confer upon any person other
than the parties hereto any rights or remedies hereunder.
(e) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD
TO ANY APPLICABLE CONFLICTS OF LAW.
(f) Notices. All notices and other communications hereunder
shall be in writing and shall be sent in the manner and to the addresses set
forth in the Merger Agreement.
(g) Assignment. Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any of the parties
hereto (whether by operation of law or otherwise) without the prior written
consent of the other parties, except that Grantee may assign, in its sole
discretion, any or all of its rights, interests and obligations under this
Agreement to any direct or indirect wholly owned subsidiary of Grantee, but no
such assignment shall relieve Grantee of any of its obligations hereunder.
Subject to the preceding sentence, this Agreement will be binding upon, inure to
the benefit of and be enforceable by the parties and their respective successors
and assigns.
(h) Further Assurances. In the event of any exercise of the
Option by Grantee, Issuer and Grantee will execute and deliver all other
documents and instruments and take all other actions that may be reasonably
necessary in order to consummate the transactions contemplated hereunder in
connection with such exercise.
(i) Section 16(b). Any time period hereunder shall be extended
to the extent necessary for any Grantee to avoid liability under Section 16(b)
of the Exchange Act.
(j) Enforcement. The parties agree that irreparable damage would
occur in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached. It
is accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement, in addition to any other remedy to
which they are entitled at law or in equity. THE PARTIES HEREBY (i) SUBMIT TO
THE EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT SITTING IN THE STATE OF
DELAWARE AND AGREE NOT TO BRING ANY ACTIONS RELATED TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY IN ANY OTHER COURT, OTHER THAN TO ENFORCE THE
JUDGMENTS OF SUCH COURTS, (ii) AGREE NOT TO OBJECT TO VENUE IN SUCH COURTS OR TO
CLAIM THAT SUCH FORUM IS INCONVENIENT AND (iii) AGREE THAT NOTICE OR THE SERVICE
OF PROCESS IN ANY PROCEEDING SHALL BE PROPERLY SERVED OR DELIVERED IF DELIVERED
IN THE MANNER CONTEMPLATED BY SECTION 10(f) HEREOF. IN ADDITION, EACH OF THE
PARTIES HERETO WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM OR
PROCEEDING RELATED TO OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE
TRANSACTIONS CONTEMPLATED HEREBY.
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(k) Severability. This Agreement shall be deemed severable; the
invalidity or unenforceability of any term or provision of this Agreement shall
not affect the validity or enforceability of the balance of this Agreement or of
any other term hereof, which shall remain in full force and effect. If of any of
the provisions hereof are determined to be invalid or unenforceable, the parties
shall negotiate in good faith to modify this Agreement so as to effect the
original intent of the parties as closely as possible.
(l) Interpretation. When a reference is made in this Agreement
to a Section, such reference shall be to a Section of this Agreement unless
otherwise indicated. The headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement. This Agreement is the result of the joint efforts of Grantee and
Issuer and each provision hereof has been subject to the mutual consultation,
negotiation and agreement of the parties and there shall be no construction
against any party based on any presumption of that party's involvement in the
drafting thereof. The symbol "$" refers to United States Dollars. The words
"include", "includes" or "including" shall be deemed to be followed by the words
"without limitation." A "subsidiary" of any person means another person, an
amount of the voting securities, other voting ownership or voting partnership
interests of which is sufficient to elect at least a majority of its Board of
Directors or other governing body (or, if there are no such voting interests,
50% or more of the equity interests of which) is owned directly or indirectly by
such first person.
(m) Publicity. Except as otherwise required by law, court
process or the rules of any applicable securities exchange or the Nasdaq or as
contemplated or provided elsewhere herein, no party hereto shall issue any press
release or otherwise make any public statement with respect to the transactions
contemplated by this Agreement without prior consultation with the other parties
hereto.
(n) Counterparts. This Agreement may be executed in two or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when two or more counterparts have been signed by each of
the parties and delivered to the other parties, it being understood that all
parties need not sign the same counterpart.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, Issuer and Grantee have caused this Agreement to be
signed by their respective officers thereunto duly authorized as of the day and
year first written above.
SYNTELLECT INC.
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Chairman, CEO and President
ENGHOUSE SYSTEMS LIMITED
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Chairman and CEO
