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EXHIBIT 8
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (the "Agreement") is made by and among
Xxxxxx Xxxxxx ("Seller"), Warburg, Xxxxxx Investors, L.P. ("Buyer") and Indus
International, Inc. (the "Company") as of January 13, 1999.
RECITALS
A. Seller desires to sell Five Million (5,000,000) shares of Common Stock
of the Company owned by him (the "Shares") to Buyer;
B. Buyer desires to buy the Shares from Seller; and
C. Company is willing to waive any rights it may have under its corporate
policies to prohibit the sale of the Shares from Buyer to Seller provided that
Buyer agrees to vote shares of Common Stock of the Company held by it in the
manner described herein;
Therefore, in consideration of the above recitals and the mutual
covenants herein contained, the Parties agree as follows:
1. The Shares Transaction.
1.1 Purchase and Sale of Shares. Subject to the terms and conditions
hereof and in reliance upon the representations, warranties and agreements
contained herein, Buyer agrees to purchase from Seller and Seller agrees to sell
to Buyer the Shares at a price per Share of $5.00 for aggregate consideration of
$25,000,000 (the "Purchase Price").
1.2 Closing Date. The closing of the purchase and sale of the Shares
hereunder (the "Closing") shall be held at the offices of Xxxxxx Xxxxxxx
Xxxxxxxx & Xxxxxx, 000 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx 00000 on January
15, 1999 or such other time and place as the parties shall agree to (the
"Closing Date").
1.3 Delivery. At Closing, Seller shall deliver to Buyer a certificate
representing the Shares duly endorsed to Buyer against delivery to Seller of
check or wire transfer payable to the order of Seller in the amount of the
Purchase Price.
1.4 Waiver by Company. The Company waives any rights it may have under
any of its corporate policies to restrict the transactions described above in
this Section 1.
2. Representation and Warranties of Buyer and Seller.
2.1 Title of Seller. Seller hereby represents that Seller has full
right, title and ownership in the Shares free of any liens or encumbrances.
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2.2 Buyer's Knowledge. Buyer hereby represents that it has such
knowledge and experience in financial and business matters that it is capable of
evaluating the merits and risks of the transactions contemplated by this
Agreement and that it has had full access to all material information relating
to the Company necessary to evaluate such transactions.
2.3 Seller's Knowledge. Seller hereby represents that he has such
knowledge and experience in financial and business matters that he is capable of
evaluating the merits and risks of the transactions contemplated by this
Agreement and that he has had full access to all material information relating
to the Company necessary to evaluate such transactions.
2.4 Legend. Buyer understands that the Shares will be considered
"restricted securities" under the Securities Act of 1933, as amended and will
bear an appropriate legend reflecting that status.
3. Voting Agreement.
3.1 Voting. With respect to any proposal (including proposals relating
to the election of directors) presented to the holders of the capital stock of
the Company whether at an annual or special meeting of stockholders or pursuant
to a written consent, Buyer shall exercise its voting rights with respect to any
shares of capital stock of the Company owned by it such that shares of capital
stock of the Company owned by Buyer or its affiliates (collectively "Warburg
Shares") are voted as follows:
(a) Buyer may vote in its sole and absolute discretion its Warburg
Shares such that the Warburg Shares voted by it pursuant to this Clause 3.1(a)
plus all other Warburg Shares voted on such proposal represent 50% or less of
the votes eligible to be cast on such proposal.
(b) Buyer shall vote its Warburg Shares not voted pursuant to
clause (a) above, if any, in the same proportions as the other stockholders of
the Company vote their shares of capital stock entitled to vote on such
proposal.
3.2 Enforcement. Buyer and Company hereby agree that it is impossible
to measure in money the damages which will accrue to Company as a result of a
failure by Buyer to perform its obligations under this Section 3 and agree that
the terms of this Section 3 shall be specifically enforceable. If the Company
institutes any action or proceeding to specifically enforce the provisions
hereof, Buyer hereby waives the claim or defense therein that Company has an
adequate remedy at law, and Buyer shall not offer in any such action or
proceeding the claim or defense that such remedy at law exists.
3.3 Waiver. Buyer's obligations under this Section 3 may be waived,
terminated or modified only by the written agreement of Buyer and Company.
4. Miscellaneous.
4.1 Governing Law. This Agreement shall be governed in all respects by
the laws of the State of Delaware, without regard to any provisions thereof
relating to conflicts of laws among different jurisdictions.
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The parties hereby agree to submit to the jurisdiction of the
federal and state courts of the State of California with respect to the breach
or interpretation of this Agreement or the enforcement of any and all rights,
duties, liabilities, obligations, powers, and other relations between the
parties arising under this Agreement.
4.2 Survival. The representations, warranties, covenants and agreements
made herein shall survive any investigation made by Buyer, Seller or the Company
and the closing of the transactions contemplated hereby.
4.3 Successors and Assigns. Except as otherwise provided herein, the
provisions hereof shall inure to the benefit of, and be binding upon, the
successors, assigns, heirs, executors and administrators of the parties hereto.
4.4 Entire Agreement; Amendment. This Agreement and the other documents
delivered pursuant hereto constitute the full and entire understanding and
agreement among the parties with regard to the subjects hereof and thereof.
Except as provided in Section 3, neither this Agreement nor any term hereof may
be amended, waived, discharged or terminated other than by a written instrument
signed by Buyer, Seller and Company.
4.5 Notices, Etc. All notices and other communications required or
permitted hereunder, shall be in writing and shall be personally delivered, sent
by facsimile, mailed by registered or certified mail, postage prepaid, return
receipt requested, or delivered by a nationally recognized overnight courier,
addressed:
If to Buyer: Warburg, Xxxxxx Investors, L.P.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx X. Xxxxx
If to Seller: Xxxxxx Xxxxxx
00 Xxxxx Xxxx Xxxxx
Xxxxxx, XX 00000
If to Company: Indus International, Inc.
00 Xxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Any such notice or communication shall be deemed to have been received (A) in
the case of personal delivery or delivery by telecopier, on the date of such
delivery, (B) in the case of a commercial overnight courier, on the next
business day after the date when sent and (C) in the case of mailing, on the
third business day following that on which the piece of mail containing such
communication is posted.
4.6 Waiver of Conflict. Each party to this Agreement that has been or
continues to be represented by Wilson, Sonsini, Xxxxxxxx & Xxxxxx, counsel to
the Company, hereby
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acknowledges that Rule 3-310 of the Rules of Professional Conduct promulgated
by the State Bar of California requires an attorney to avoid representations in
which the attorney has or had a relationship with another party interested in
the representation without the informed written consent of all parties affected.
By executing this Agreement, each such party gives his or its informed written
consent to the representation of the Company by Wilson, Sonsini, Xxxxxxxx &
Xxxxxx in connection with this Agreement and the transactions contemplated
hereby.
4.7 Severability. In the event that any provision of this Agreement
becomes or is declared by a court of competent jurisdiction to be illegal,
unenforceable or void, this Agreement shall continue in full force and effect
without said provision; provided that no such severability shall be effective if
it materially changes the economic benefit of this Agreement to any party.
4.8 Counterparts. This Agreement may be executed in any number of
counterparts, all of which together shall constitute one instrument.
In witness whereof, the parties have executed this Agreement as of the
first date set above.
SELLER BUYER
Warburg, Xxxxxx Investors, L.P.
By: Warburg, Xxxxxx & Co.,
its General Partner
/s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxxx
COMPANY
/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
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