EXHIBIT 10.4
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[FORM OF PURCHASE AND SALE JOINDER AGREEMENT
(EUROPE/USA)]
PURCHASE AND SALE JOINDER AGREEMENT
(EUROPE/USA)
by and among
LASALLE PARTNERS INCORPORATED,
The Person named as "Shareholder" on the Signature Page hereto
and, if applicable,
The person named as "Related JLW Owner" on the Signature Page hereto
dated as of October 21, 1998
TABLE OF CONTENTS
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Page
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ARTICLE I
PURCHASE AND SALE OF SHARES. . . . . . . . . . . . 2
Section 1.1 Europe/USA Region Agreement . . . 2
Section 1.2 Purchase and Sale of Shares . . . 2
Section 1.3 Purchase Price. . . . . . . . . . 3
Section 1.4 Representatives . . . . . . . . . 3
Section 1.5 Integration . . . . . . . . . . . 5
Section 1.6 Certain Covenants . . . . . . . . 5
ARTICLE II
CERTAIN REPRESENTATIONS AND WARRANTIES
OF THE SHAREHOLDER AND THE RELATED
JLW OWNER . . . . . . . . . . . . . . . . . 5
Section 2.1 Ownership and Sale of Shares. . . 5
Section 2.2 Authorization . . . . . . . . . . 6
Section 2.3 No Violation. . . . . . . . . . . 7
Section 2.4 Consents and Approvals. . . . . . 8
Section 2.5 Shareholder Information . . . . . 8
ARTICLE III
CERTAIN REPRESENTATIONS, WARRANTIES AND
COVENANTS OF THE SHAREHOLDER AND THE
RELATED JLW OWNER. . . . . . . . . . . . . . . . . 9
Section 3.1 Investment Matters. . . . . . . . 9
Section 3.2 Regulation S. . . . . . . . . . . 10
ARTICLE IV
TERMINATION . . . . . . . . . . . . . . . . . 12
Section 4.1 Termination of Agreement. . . . . 12
Page
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ARTICLE V
SURVIVAL, INDEMNIFICATION AND
GENERAL RELEASE . . . . . . . . . . . . . . . . . 12
Section 5.1 Survival of Representations,
Warranties and Covenants. . . . . 12
Section 5.2 Indemnification . . . . . . . . . 12
Section 5.3 Release by the Shareholder. . . . 12
ARTICLE VI
DEFINITIONS . . . . . . . . . . . . . . . . . 13
Section 6.1 Certain Terms . . . . . . . . . . 13
ARTICLE VII
MISCELLANEOUS . . . . . . . . . . . . . . . . . 14
Section 7.1 Specific Enforcement;
Other Remedies. . . . . . . . . . 14
Section 7.2 Severability. . . . . . . . . . . 14
Section 7.3 Expenses. . . . . . . . . . . . . 15
Section 7.4 Press Releases and
Announcements . . . . . . . . . . 15
Section 7.5 Entire Agreement; No Third
Party Beneficiaries . . . . . . . 15
Section 7.6 Amendment and Modification. . . . 15
Section 7.7 Notices . . . . . . . . . . . . . 15
Section 7.8 Assignment. . . . . . . . . . . . 15
Section 7.9 Headings. . . . . . . . . . . . . 15
Section 7.10 Applicable Law. . . . . . . . . . 15
Section 7.11 Jurisdiction. . . . . . . . . . . 16
Section 7.12 Words in Singular and
Plural Form . . . . . . . . . . . 16
Section 7.13 Service of Process. . . . . . . . 16
Section 7.14 Counterparts. . . . . . . . . . . 16
Section 7.15 Waiver of Jury Trial. . . . . . . 16
Annex A Purchase and Sale Agreement (Europe/USA)
Annex B Shareholder and Share Information
PURCHASE AND SALE JOINDER AGREEMENT (EUROPE/USA)
PURCHASE AND SALE JOINDER AGREEMENT, dated as of October 21,
1998 (this "Agreement"), by and among (i) LASALLE PARTNERS INCORPORATED, a
Maryland corporation ("Parent"), (ii) the Person named as "Shareholder" on
the signature page hereto (the "Shareholder"), and, if applicable, (iii)
the person named as "Related JLW Owner" on the signature page hereto (the
"Related JLW Owner").
Capitalized terms used but not defined herein have the
respective meanings ascribed to them in the Purchase and Sale Agreement
(Europe/USA), dated as of October 21, 1998, a copy of which is attached
hereto as Annex A (the "Europe/USA Region Agreement"), by and among Parent,
the Xxxxx Xxxx Xxxxxxx-related entities named therein as parties, the
persons named as "Management Shareholders" on the signature pages thereto,
the Shareholder and, if applicable, the Related JLW Owner (in each case, by
execution and delivery of this Agreement), and each other Person who
executes and delivers a Purchase and Sale Joinder Agreement (Europe/USA)
identical to this Agreement (collectively, the "Other Europe/USA Joinder
Agreements").
WHEREAS, pursuant to the Integration Plan and the Integration
Agreements, various actions are to be taken and, upon completion of the
Integration, the Shareholders will collectively own all of the issued share
capital or capital stock, as applicable, of the Companies (the "Shares");
WHEREAS, the Shareholders collectively desire to grant to
Parent an irrevocable right to purchase all, but not less than all, of the
Shares, all upon the terms and subject to the conditions set forth in this
Agreement, the Europe/USA Region Agreement and the other Operative
Agreements;
WHEREAS, Parent desires to grant to the Shareholders an
irrevocable right to cause Parent to purchase all, but not less than all,
of the Shares, all upon the terms and subject to the conditions set forth
in this Agreement, the Europe/USA Region Agreement and the other Operative
Agreements;
WHEREAS, as a condition of and inducement to Parent's
willingness to consummate the transactions contemplated hereby and by the
Other Europe/USA Joinder Agreements and the Europe/USA Region Agreement,
all of the Shareholders (together with any Related JLW Owners) will be
required to have entered into, and Parent and the Shareholder (and, if
applicable, the Related JLW Owner) are entering into, (i) this Agreement or
an Other Europe/USA Joinder Agreement (and thereby the Europe/USA Region
Agreement), (ii) a Stockholder Agreement and (iii) the Escrow Agreement;
WHEREAS, as of the date hereof, Parent, JLLINT, Inc., an
Illinois corporation and an indirect wholly-owned subsidiary of Parent ("US
Acquisition Sub"), JLLIP, Inc., an Illinois corporation and an indirect
wholly-owned subsidiary of Parent ("US Acquisition Sub II"), and the other
parties named therein are entering into a Purchase and Sale Agreement (the
"Asia Region Agreement") , pursuant to which, upon the terms and subject to
the conditions set forth therein, US Acquisition Sub and US Acquisition Sub
II collectively will acquire (except as otherwise set forth therein) all of
the issued share capital of each of the Asia Region Companies;
WHEREAS, as of the date hereof, Parent, US Acquisition Sub, LPI
(Australia) Holdings Pty Limited, a corporation organized under the laws of
the Australian Capital Territory and an indirect wholly-owned subsidiary of
Parent ("Australia Acquisition Sub"), and the other parties named therein
are entering into a Purchase and Sale Agreement (the "Australasia Region
Agreement" and, together with the Asia Region Agreement, the "Other
Purchase Agreements"), pursuant to which, upon the terms and subject to the
conditions set forth therein, Australia Acquisition Sub and US Acquisition
Sub collectively will acquire all of the issued and outstanding capital
stock of the Australasia Region Companies; and
WHEREAS, pursuant to this Agreement, the Other Europe/USA
Joinder Agreements, the Other Joinder Agreements, the Europe/USA Region
Agreement and the Other Purchase Agreements, Parent has the right (and may
be required) to acquire, directly or indirectly, all of the asset and
property management, advisory and other real estate-related businesses of
the Companies, the Asia Region Companies and the Australasia Region
Companies and their respective Subsidiaries (such businesses being
collectively referred to herein as the "JLW Businesses"), including all
such businesses currently being carried on by the JLW Partnerships and
their respective direct and indirect Subsidiaries.
NOW THEREFORE, in consideration of the premises and the mutual
covenants, agreements, representations and warranties contained herein, in
the Europe/USA Region Agreement and in the other Operative Agreements to
which the Shareholder (and, if applicable, the Related JLW Owner) is a
party, intending to be legally bound hereby, the parties hereto hereby
agree as follows:
ARTICLE I
PURCHASE AND SALE OF SHARES
Section 1.1 Europe/USA Region Agreement. By executing this
Agreement, the Shareholder (and, if applicable, the Related JLW Owner)
authorizes the additional signature page hereto to be attached as a
counterpart to the Europe/USA Region Agreement, and agrees to be bound by
and subject to the terms of the Europe/USA Region Agreement as if the
Shareholder (and, if applicable, the Related JLW Owner) had executed such
Europe/USA Region Agreement on the date of its original execution.
Section 1.2 Purchase and Sale of Shares. (a) Parent shall have the
right (the "Call Right"), exercisable by written notice (a "Call Notice")
from Parent to the Sellers' Representatives, at any time following the
Integration Completion and prior to midnight on the Business Day next
following the Integration Completion Date (the "Exercise Period"), to
purchase all, but not less than all, of the Shares owned by the
Shareholder, upon the terms and subject to the conditions set forth herein
and in the Europe/USA Region Agreement.
(b) The Shareholder, together with the other Shareholders,
shall have the right (the "Put Right"), exercisable by written notice (a
"Put Notice") from the Sellers' Representatives to Parent, at any time
during the Exercise Period, to cause Parent to purchase all, but not less
than all, of the Shares owned by the Shareholder, upon the terms and
subject to the conditions set forth herein and in the Europe/USA Region
Agreement.
(c) If either (i) Parent exercises its Call Right by
delivering a Call Notice during the Exercise Period to the Sellers'
Representatives or (ii) the Shareholders exercise their Put Right by the
Sellers' Representatives delivering a Put Notice during the Exercise Period
to Parent, then upon the terms and subject to the conditions set forth
herein and in the Europe/USA Region Agreement, at the Closing, the
Shareholder shall sell, assign, transfer, convey and deliver to Parent, and
Parent shall purchase, acquire and accept from the Shareholder, all of the
Shares owned by the Shareholder, as set forth in column 5 of Annex B hereto
(except as otherwise specified herein, all references in this Agreement to
"Annex B" refer to the definitive Annex B, as modified pursuant to Section
2.2 of the Europe/USA Region Agreement), free and clear of all Encumbrances
(other than Encumbrances created by or through Parent) and together with
all benefits and rights attaching or accruing thereto, for (A) the number
of newly issued shares of common stock, $.01 par value per share ("Parent
Common Stock"), of Parent (the "Consideration Shares") set forth in column
3 of Annex B hereto, subject to adjustment in accordance with Sections 1.3
and 1.4 of the Europe/USA Region Agreement and (B) cash, in United States
dollars (the "Cash Consideration"), in the amount calculated in accordance
with the formula set forth in column 4 of Annex B hereto.
Section 1.3 Purchase Price. Upon the terms and subject to the
conditions set forth herein and in the Europe/USA Region Agreement, in
consideration for the sale, assignment, transfer, conveyance and delivery
of the Shares owned by the Shareholder to Parent at the Closing, Parent
shall deliver, or cause to be delivered, at the Closing, to (a) the
Shareholders' Representatives, on behalf of the Shareholder, (i) the number
of shares of Parent Common Stock specified in column 3(a) of Annex B hereto
(the "Initial Distribution Shares"), which Initial Distribution Shares
shall be issued in the name of Shareholder, (ii) the number of shares of
Parent Common Stock specified in column 3(b) of Annex B hereto (the
"Forfeiture Shares" and, together with the Initial Distribution Shares, the
"Initial Consideration Shares"), which Forfeiture Shares shall be deposited
in escrow with the escrow agent appointed pursuant to the SCCA (the
"Forfeiture Shares Escrow Agent") pursuant to the applicable provisions of
the SCCA and held and distributed in accordance with the terms thereof, and
(iii) the Cash Consideration, in United States dollars, calculated in
accordance with the formula set forth in column 4 of Annex B hereto, all of
which Cash Consideration shall be paid to and retained by the Shareholders'
Representatives (on behalf of the Shareholder) as a reserve for certain
expenses as provided in Section 1.4 (c) hereof; and (b) Xxxxxx Trust and
Savings Bank (the "Escrow Agent") (i) the number of shares of Parent
Common Stock specified in column 3(c) of Annex B hereto to be deposited in
escrow as Escrow Shares pursuant to clause (b) of Section 1.3 of the
Europe/USA Region Agreement, and (ii) the number of shares of Parent Common
Stock specified in column 3(d) of Annex B hereto to be deposited in escrow
as Adjustment Shares pursuant to clause (a) of Section 1.3 of the
Europe/USA Region Agreement which Escrow Shares and Adjustment Shares shall
be held and disposed of in accordance with the applicable provisions of the
Escrow Agreement and the applicable provisions of the Europe/USA Region
Agreement. The aggregate number of shares of Parent Common Stock to be
deposited with the Escrow Agent pursuant to clause (b)(i) of this Section
1.3, clause (b)(i) of Section 1.2 of the Europe/USA Region Agreement and
each of the Other Purchase Agreements and clause (i) of the last sentence
of Section 6.7 of the Europe/USA Region Agreement and each of the Other
Purchase Agreements shall be 750,000 shares (the "Escrow Shares") and the
aggregate number of shares of Parent Common Stock to be deposited with the
Escrow Agent pursuant to clause (b)(ii) of this Section 1.3, clause (b)(ii)
of Section 1.2 of the Europe/USA Region Agreement and each of the Other
Purchase Agreements and clause (ii) of the last sentence of Section 6.7 of
the Europe/USA Region Agreement and each of the Other Purchase Agreements
shall be 1,241,683 shares (the "Adjustment Shares"); provided that the
Forfeiture Shares issuable pursuant to the Asia Region Agreement shall also
be deposited with the Escrow Agent as additional Escrow Shares to be held
and disposed of in accordance with the applicable provisions of the Escrow
Agreement.
Section 1.4 Representatives. (a) The parties acknowledge and agree
that prior to the Shareholder Determination Date, the Shareholders, the
Other Shareholders, the Related JLW Owners and the ESOT Trustee (on behalf
of the ESOT) will execute a Sellers' Contribution and Coordination
Agreement (the "SCCA") relating to, among other things, the selection,
replacement, rights and obligations of the Sellers' Representatives and the
Shareholders' Representatives, which SCCA shall be in a form reasonably
acceptable to Parent. The SCCA, as executed, shall not be amended without
the consent of Parent, which consent will not be unreasonably withheld or
delayed.
(b) By execution of this Agreement, the Shareholder and, if
applicable, the Related JLW Owner and the JLW Party agree that:
(i) Parent shall be able to rely conclusively on the
instructions or actions of (A) the Sellers' Representatives, or any of
them, as to any instructions or actions required or permitted to be taken
by the Sellers' Representatives hereunder or under any other Operative
Agreement or the SCCA when executed, which instructions or actions shall be
binding on such Shareholder, Related JLW Owner and JLW Parties (the
"Closing Authorized Actions"), and (B) the Shareholders' Representatives as
to the settlement of any claims of indemnification against the Escrow Fund
(as defined in the Escrow Agreement) by any Indemnified Persons pursuant to
the Escrow Agreement, the resolution of any dispute regarding Adjustment
Shares under Section 1.4 of the Europe/USA Region Agreement or any other
actions required or permitted to be taken by the Shareholders'
Representatives hereunder or under the SCCA or any of the Operative
Agreements (the "Other Authorized Actions" and, together with the Closing
Authorized Actions, the "Authorized Actions"). No party hereunder or the
Escrow Agent shall have any cause of action against Parent or any other
Indemnified Person to the extent Parent or any other such Indemnified
Person has relied upon such instructions or actions of the Sellers'
Representatives or the Shareholders' Representatives.
(ii) [Intentionally Left Blank].
(iii) The provisions of this Section 1.4 are independent
and severable, are irrevocable and coupled with an interest and shall be
enforceable notwithstanding any rights or remedies that the Shareholder or,
if applicable, the Related JLW Owner or ESOT Trustee may have against the
Sellers' Representatives or the Shareholders' Representatives for any
breach of the SCCA.
(iv) Remedies available at law for any breach of the
provisions of this Section 1.4 are inadequate. Therefore, Parent and the
Companies shall be entitled to temporary and permanent injunctive relief
without the necessity of proving damages if any of Parent and/or any
Company brings an action to enforce the provisions of this Section 1.4.
(v) The provisions of this Section 1.4 shall be binding
upon the executors, heirs, legal representatives, personal representatives,
successor trustees, and successors of the Shareholder and, if applicable,
the Related JLW Owner and ESOT Trustee, and any references in this
Agreement or in the Europe/USA Region Agreement to a Shareholder or the
Shareholders or the Related JLW Owner or the Related JLW Owners shall mean
and include the successors to the Shareholder's or Shareholders' or the
Related JLW Owner's or Related JLW Owners' rights hereunder and thereunder,
whether pursuant to testamentary disposition, the laws of descent and
distribution or otherwise.
(c) The Shareholder hereby agrees that all of the Cash
Consideration that would have otherwise been payable to the Shareholder
pursuant to Section 1.3 of this Agreement and all or a portion of the Cash
Consideration that would have otherwise been payable to the Other
Shareholders pursuant to Section 1.3 of the Other Joinder Agreements and to
the Sellers under Section 1.1(a) of the Australasia Region Agreement (the
"SCCA Expenses Reserve") shall instead be retained by the Shareholders'
Representatives to be held and disbursed as provided in the SCCA. Such
SCCA Expenses Reserve shall be apportioned among the Shareholders, such
Other Shareholders and such Sellers pro rata based on the aggregate amount
of Consideration Shares and Cash Consideration originally allocated to each
of them. The Shareholder hereby authorizes Parent to deliver to the
Shareholders' Representatives the SCCA Expenses Reserve in lieu of paying
the Cash Consideration otherwise deliverable to the Shareholder.
Section 1.5 Integration. (a) In order to accomplish and effect the
Integration, the Shareholder and, if applicable, the Related JLW Owner will
take (or cause to be taken) the actions contemplated to be taken by the
Shareholder and such Related JLW Owner under the terms of the Integration
Plan and the Integration Agreements, subject to satisfaction or waiver of
the conditions set forth therein, in the order provided therein and on a
basis such that (except as otherwise set forth below) the Integration
Completion will occur no later than the third Business Day or as soon
thereafter as is practicable following the Integration Commencement Date,
but in no event later than five Business Days thereafter; provided that any
Post-Closing Integration Actions may be postponed until after the Closing
Date; provided, further, that the Shareholder and such Related JLW Owner
shall have no responsibility after the Closing Date with respect to the
performance of any Post-Closing Integration Actions contemplated to be
taken by any Company or Company Subsidiary under the Integration Plan and
the Integration Agreements.
(b) If required under the Integration Plan or any Integration
Agreement, the Shareholder and, if applicable, the Related JLW Owner shall
have entered into an Escrow Agreement in the form attached to Annex B to
the Europe/USA Region Agreement (the "Integration Escrow Agreement"),
pursuant to which certain agreements, instruments and other documents
described in the Integration Plan have been or will be deposited with the
Escrow Agents described therein for the purpose of facilitating the
implementation of the Integration Plan.
Section 1.6 Certain Covenants. The Shareholder hereby covenants and
agrees that, from the date hereof to the Closing, such Shareholder shall
not Transfer any Shares or right to receive Shares (or any ownership or
other interest in any JLW Partnership that may be exchangeable for Shares
pursuant to the Integration Plan) to any Person. The Related JLW Owner, if
any, hereby covenants and agrees that, from the date hereof to the Closing,
such Related JLW Owner shall not Transfer any interest (beneficial or
otherwise), direct or indirect, in the Shareholder to any Person. The
Related JLW Owner, if any, shall cause the Shareholder to perform each of
the obligations of such Shareholder set forth in this Agreement and in each
of the other Operative Agreements and the Integration Agreements to which
such Shareholder is a party.
ARTICLE II
CERTAIN REPRESENTATIONS AND WARRANTIES
OF THE SHAREHOLDER AND THE RELATED JLW OWNER
The Shareholder and, if applicable, the Related JLW Owner,
jointly and severally, hereby make the following representations and
warranties to Parent:
Section 2.1 Ownership and Sale of Shares. To the extent that the
Shareholder is identified on Annex B hereto as owning Shares of one or more
of the Companies, (i) the Shareholder (A) if a natural person or a
corporation (a "Corporate Shareholder"), will, as of the Closing Date, own,
legally and beneficially, and (B) if a trustee (a "Trustee Shareholder")
under a trust (the "Trust"), will, as of the Closing Date, own, legally,
and the Related JLW Owner (and, to the extent applicable, any of his or her
descendants and/or spouse who are also beneficiaries of the Trust) will, as
of the Closing Date, own, beneficially, the Shares identified on Annex B as
being owned by the Shareholder, and (ii) the Shareholder (if a natural
person, in the case of Shares of NewCo l, with full title guarantee
(pursuant to the Law of Property (Miscellaneous Provisions) Xxx 0000 of
England and Wales)) shall sell to Parent at the Closing such Shares
together with all rights of any nature whatsoever now or after the date of
this Agreement attached or accruing to them, free and clear of all
Encumbrances. Parent shall, from and after the Closing, be entitled to
exercise all rights attached or accruing to the Shares transferred to
Parent by the Shareholder, including, without limitation, the right to
receive all dividends paid or made on or after the Closing Date. Except as
set forth on Annex B hereto, neither the Shareholder nor, if applicable,
the Related JLW Owner owns or has an interest in any other Shares. Except
as set forth on Annex B hereto, neither such Shareholder nor, if
applicable, the Related JLW Owner has (except solely in such person's
capacity as a partner in any JLW Partnership) and/or after the Integration
will have any rights in or to any of the specific assets, properties or
rights of or used by any JLW Partnership, Company or Company Subsidiary.
Other than as specifically provided in the Europe/USA Region Agreement, the
other Operative Agreements or the Integration Agreements, neither such
Shareholder nor, if applicable, the Related JLW Owner has any right or
claim to any payment or consideration (with respect to an ownership,
partnership, trust or similar interest, right of participation or
otherwise) from any of the Companies or Company Subsidiaries as a result of
or in connection with the consummation of the transactions contemplated by
this Agreement, the Europe/USA Region Agreement, the other Operative
Agreements and the Integration Agreements.
Section 2.2 Authorization. (a) The Related JLW Owner, if any, has
full power, capacity and authority to execute, deliver and perform this
Agreement, the other Operative Agreements and the Integration Agreements to
which such Related JLW Owner is a party and to carry out the transactions
contemplated hereby and thereby. No other action on the part of the
Related JLW Owner is necessary to execute and deliver each of this
Agreement, the other Operative Agreements and the Integration Agreements to
which such Related JLW Owner is a party and the consummation of the
transactions contemplated hereby and thereby, including, without
limitation, the Integration. Each of this Agreement, the other Operative
Agreements and the Integration Agreements to which the Related JLW Owner is
a party has been duly and validly executed and delivered by such Related
JLW Owner and constitutes a valid and binding agreement of such Related JLW
Owner, enforceable against such Related JLW Owner in accordance with its
terms, except as enforcement may be limited by bankruptcy, insolvency,
reorganization and other similar Laws affecting creditors generally and by
general principles of equity, regardless of whether in a proceeding in
equity or at law.
(b) The Shareholder (i) if a Corporate Shareholder, has all
requisite corporate power and authority, (ii) if a natural person, has
full power, capacity and authority and (iii) if a Trustee Shareholder, is
the lawful and duly appointed trustee of the Trust, and has full power,
authority and legal right under the trust agreement, will or other
instrument pursuant to which such Trustee Shareholder acts as trustee (the
"Trust Agreement"), to execute, deliver and perform each of this Agreement,
the other Operative Agreements and the Integration Agreements to which the
Shareholder (or, in the case of a Trustee Shareholder, the Trust) is a
party and to carry out the transactions contemplated hereby and thereby.
If the Shareholder is a Corporate Shareholder, such Shareholder is duly
organized or incorporated and validly existing (and, if applicable) in good
standing under the laws of its jurisdiction of incorporation or formation
and has all requisite corporate or similar power and authority to carry on
its business as it is now being conducted and to own the properties and
assets it now owns. If the Shareholder is a Trustee Shareholder, there are
no trustees of such Trust other than the Trustee Shareholder who has
entered into this Agreement on behalf of such Trust, and such Trustee
Shareholder has caused to be delivered to Parent a true, correct and
complete copy of the Trust Agreement or other evidence satisfactory to
Parent of such Trustee Shareholder's power, authority and legal right
referred to above. No other action on the part of the Shareholder (or, in
the case of a Corporate Shareholder or Trustee Shareholder, the
shareholders of such Shareholder or beneficiaries of such Trust, as the
case may be) is necessary to authorize and approve the execution and
delivery by the Shareholder (in the case of a Trustee Shareholder, the
Trust) of each of this Agreement, the other Operative Agreements and the
Integration Agreements to which the Shareholder (in the case of a Trustee
Shareholder, the Trust) is a party and the consummation of the transactions
contemplated hereby and thereby, including, without limitation, the
Integration. Each of this Agreement, the other Operative Agreements and
the Integration Agreements to which the Shareholder (in the case of a
Trustee Shareholder, the Trust) is a party has been duly and validly
executed and delivered by the Shareholder and constitutes a valid and
binding agreement of the Shareholder (in the case of a Trustee Shareholder,
the Trust), enforceable against the Shareholder (in the case of a Trustee
Shareholder, the Trust) in accordance with its terms, except as enforcement
may be limited by bankruptcy, insolvency, reorganization and other similar
Laws affecting creditors generally and by general principles of equity
(with respect to a Trustee Shareholder, other than principles of fiduciary
duty), regardless of whether in a proceeding in equity or at law.
Section 2.3 No Violation. (a) Neither the execution and delivery by
the Related JLW Owner, if any, of this Agreement or any other Operative
Agreement or Integration Agreement to which the Related JLW Owner is a
party nor the consummation by the Related JLW Owner of the transactions
contemplated hereby or thereby shall: (i) violate, conflict with,
constitute a default (or an event which, with notice or lapse of time or
both, would constitute a default) under, cause or permit the acceleration
of, or give rise to any right of termination, imposition of fees or
penalties under, any indebtedness, contract, instrument or other obligation
to which the Related JLW Owner is a party or by which the Related JLW Owner
or the Related JLW Owner's assets are bound or affected, or result in the
creation or imposition of any Lien upon any properties or assets (including
any Encumbrance upon any Shares) of the Related JLW Owner; or (ii) violate
any statute, law, judgment, decree, order, regulation, rule or other
similar authoritative matters of any foreign, federal, state or local
governmental or quasi-governmental, administrative, regulatory or judicial
court, department, commission, agency, board, bureau, instrumentality or
other authority to which the Related JLW Owner is subject; except, in the
case of clause (i) or (ii) above, for any of the same that, individually or
in the aggregate, would not reasonably be expected to materially impair the
ability of such Related JLW Owner to perform his or her obligations
hereunder or thereunder or prevent or materially delay the consummation of
the transactions contemplated hereby and thereby.
(b) Neither the execution and delivery by the Shareholder of
this Agreement or, any other Operative Agreement or Integration Agreement
to which the Shareholder (in the case of a Trustee Shareholder, the Trust)
is a party nor the consummation by the Shareholder of the transactions
contemplated hereby or thereby shall: (i) in the case of a Corporate
Shareholder, violate or be in conflict with any provision of the
certificate of incorporation and bylaws or memorandum or articles of
association (or similar organizational documents), as applicable, of the
Shareholder; (ii) in the case of a Trustee Shareholder, violate or be in
conflict with the Trust Agreement or any provision of the certificate of
incorporation and bylaws or memorandum of articles of association (or
similar organizational documents), as applicable, of the Trustee
Shareholder; (iii) violate, conflict with, constitute a default (or an
event which, with notice or lapse of time or both, would constitute a
default) under, cause or permit the acceleration of, or give rise to any
right of termination, imposition of fees or penalties under, any
indebtedness, contract, instrument or other obligation to which the
Shareholder (in the case of a Trustee Shareholder, the Trust) is a party or
by which the Shareholder (in the case of a Trustee Shareholder, the Trust)
or the Shareholder's (or, in the case of a Trustee Shareholder, the
Trust's) assets are bound or affected, or result in the creation or
imposition of any Lien upon any properties or assets (including any
Encumbrance upon any Shares) of the Shareholder (or, in the case of a
Trustee Shareholder, the Trust); or (iv) violate any statute, law,
judgment, decree, order, regulation, rule or other similar authoritative
matters of any foreign, federal, state or local governmental or quasi-
governmental, administrative, regulatory or judicial court, department,
commission, agency, board, bureau, instrumentality or other authority to
which the Shareholder (or, in the case of a Trustee Shareholder, the Trust)
is subject; except, in the case of clause (iii) or (iv) above, for any of
the same that, individually or in the aggregate, would not reasonably be
expected to materially impair the ability of such Shareholder to perform
his, her or its obligations hereunder or thereunder or prevent or
materially delay the consummation of the transactions contemplated hereby
and thereby.
Section 2.4 Consents and Approvals. No Consents from or of any third
party or any Authority are necessary for the execution and delivery by the
Shareholder and, if applicable, the Related JLW Owner of this Agreement or
any other Operative Agreement or Integration Agreement to which the
Shareholder or such Related JLW Owner (or, in the case of a Trustee
Shareholder, the Trust) is a party or the consummation by the Shareholder
and such Related JLW Owner of the transactions contemplated hereby and
thereby, except for the making of such filings or the receipt of such
approvals as to which the failure to make or obtain would not, individually
or in the aggregate, reasonably be expected to materially impair the
ability of the Shareholder and such Related JLW Owner to perform his, her
or its obligations hereunder or thereunder or prevent or materially delay
the consummation of the transactions contemplated hereby or thereby.
Section 2.5 Shareholder Information. The Shareholder is either (i)
a natural person and a partner of a JLW Partnership or an employee of the
JLW Businesses who has acquired or will acquire in the Integration the
Shares identified on Annex B as being owned by the Shareholder, or (ii) a
Corporate Shareholder or a Trustee Shareholder who (A) has acquired or will
acquire in the Integration the Shares identified on Annex B as being owned
by the Shareholder and whose name is set forth on Annex B hereto opposite
the name of the Related JLW Owner and (B) qualifies as a Permitted
Transferee of the Related JLW Owner. In the event that clause (ii) of the
immediately preceding sentence is applicable, the Related JLW Owner is a
partner of a JLW Partnership or employee of the JLW Businesses, whose name
is set forth on Annex B hereto opposite the name of the Shareholder to whom
such Related JLW Owner has transferred or will transfer in the Integration
the Shares (or such Related JLW Owner's right to acquire the Shares)
identified on Annex B as being owned by the Shareholder.
ARTICLE III
CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS
OF THE SHAREHOLDER AND THE RELATED JLW OWNER
The Shareholder and, if applicable, the Related JLW Owner, jointly
and severally, hereby make the following representations, warranties and
covenants to Parent:
Section 3.1 Investment Matters. (a) The Shareholder and, if
applicable, the Related JLW Owner are resident in the country identified
under the Shareholder's and Related JLW Owner's names in columns 1 and 2,
respectively, of Annex B hereto, and neither the Shareholder nor, if
applicable, the Related JLW Owner is resident in a territory outside such
country.
(b) The Shareholder and, if applicable, the Related JLW Owner
agree not to engage in any hedging transactions with regard to the
Consideration Shares unless in compliance with the Securities Act.
(c) The Shareholder and, if applicable, the Related JLW Owner
acknowledge and agree that the Consideration Shares will be subject to the
provisions of the Stockholder Agreement, including, without limitation, the
restrictions on transfer and voting restrictions contained therein.
(d) The Shareholder and, if applicable, the Related JLW Owner
acknowledge and agree that the Consideration Shares are being offered and
sold to the Shareholder in reliance on specific exemptions from the
registration requirements of the United States federal and state securities
laws and that Parent is relying upon the truth and accuracy of the
representations, warranties, agreements, acknowledgments and understandings
of the Shareholder and, if applicable, the Related JLW Owner set forth
herein in order to determine the applicability of such exemptions and the
suitability of the Shareholder to acquire Consideration Shares.
(e) The Shareholder and, if applicable, the Related JLW Owner
have received and have had an opportunity to carefully review the Offering
Memorandum, dated as of [!], 1998, delivered to the Shareholder and, if
applicable, the Related JLW Owner prior to the execution of this Agreement,
Parent's Annual Report on Form 10-K for the fiscal year ended December 31,
1997, Parent's Quarterly Reports on Form 10-Q for the quarters ended March
31, 1998 and June 30, 1998, Parent's 1997 Annual Report to Stockholders and
proxy statement dated March 31, 1998 and Parent's Current Report on Form 8-
K dated September 3, 1998, and the Shareholder and, if applicable, the
Related JLW Owner have had a reasonable opportunity to ask questions of and
receive answers from Parent concerning Parent, and to obtain any additional
information reasonably necessary to verify the accuracy of the information
furnished to the Shareholder or such Related JLW Owner concerning Parent
and all such questions, if any, have been answered to the full satisfaction
of the Shareholder and, if applicable, the Related JLW Owner.
(f) The Shareholder and, if applicable, the Related JLW
Owner acknowledge that no representations or warranties have been made to
the Shareholder or such Related JLW Owner by Parent or any agent, employee
or Affiliate of Parent other than those contained in the Europe/USA Region
Agreement, and in entering into this transaction the Shareholder and, if
applicable, the Related JLW Owner are not relying upon any information,
other than that referred to in the foregoing paragraph, contained in the
Europe/USA Region Agreement and the other Operative Agreements, and the
results of independent investigations by the Shareholder and, if
applicable, the Related JLW Owner and his, her or its representatives;
provided that the Shareholder and, if applicable, the Related JLW Owner
acknowledge and agree that the only representations or warranties that
Parent has made with respect to such information are as set forth in
Sections 4.7 and 4.19 of the Europe/USA Region Agreement.
Section 3.2 Regulation S.
(a) The Shareholder and, if applicable, the Related JLW Owner
acknowledge that each certificate representing Consideration Shares
delivered to or on behalf of the Shareholder shall include the following
legend:
THE SHARES REPRESENTED BY THIS CERTIFICATE (THE 'SHARES') HAVE
NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE 'ACT'), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN
THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS,
EXCEPT AS SET FORTH BELOW. BY THE ACQUISITION HEREOF, THE HOLDER (1)
REPRESENTS THAT SUCH HOLDER IS NOT A U.S. PERSON AND IS ACQUIRING THE
SHARES IN AN OFFSHORE TRANSACTION, (2) AGREES THAT SUCH HOLDER WILL NOT
RESELL OR OTHERWISE TRANSFER THE SHARES EXCEPT (A) TO JONESLANG LASALLE
INCORPORATED (THE 'COMPANY') OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (C) INSIDE THE UNITED
STATES, TO A TRANSFEREE THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE
COMPANY A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS
RELATING TO THE RESTRICTIONS ON TRANSFER OF THE SHARES (THE FORM OF WHICH
LETTER CAN BE OBTAINED FROM THE COMPANY), (D) OUTSIDE THE UNITED STATES, IN
AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULES 904 AND 905 UNDER THE ACT,
(E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER
THE ACT (IF AVAILABLE) OR (F) PURSUANT TO ANY OTHER EXEMPTION FROM
REGISTRATION UNDER THE ACT (IF AVAILABLE) AND (3) AGREES THAT SUCH HOLDER
WILL GIVE EACH PERSON TO WHOM THE SHARES ARE TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY
TRANSFER OF THE SHARES PURSUANT TO CLAUSES (C), (E) OR (F) ABOVE, THE
HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY SUCH
CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS IT MAY REASONABLY
REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE ACT. AS USED HEREIN, THE TERMS 'OFFSHORE TRANSACTION,'
'UNITED STATES' AND 'U.S. PERSON' HAVE THE MEANINGS GIVEN TO THEM BY
REGULATION S UNDER THE ACT.
IN ADDITION, THE SHARES ARE SUBJECT TO THE PROVISIONS OF A
STOCKHOLDER AGREEMENT, DATED AS OF OCTOBER 21, 1998, BY AND BETWEEN THE
COMPANY AND THE PERSON WHOSE NAME APPEARS ON THE REVERSE HEREOF, AND AN
INDEMNITY AND ESCROW AGREEMENT, DATED AS OF OCTOBER 21, 1998, BY AND AMONG
THE COMPANY, THE PERSON WHOSE NAME APPEARS ON THE REVERSE HEREOF AND THE
OTHER PARTIES NAMED THEREIN, WHICH INCLUDE, WITHOUT LIMITATION, VARIOUS
ADDITIONAL RESTRICTIONS ON TRANSFER OF THE SHARES AND THE GRANTING OF
CERTAIN VOTING RIGHTS, A COPY OF WHICH WILL BE FURNISHED BY THE COMPANY TO
THE HOLDER HEREOF UPON WRITTEN REQUEST WITHOUT CHARGE.
(b) The Shareholder and, if applicable, the Related JLW Owner
understand that the Consideration Shares are being issued to the
Shareholder in reliance on Regulation S and have not been registered under
the Securities Act or with any securities regulatory authority of any state
of the United States or other jurisdiction and, therefore, that such
Consideration Shares (and all securities issued in exchange therefor or in
substitution thereof) cannot be resold in the absence of such registration,
except pursuant to an exemption from, or in a transaction not subject to,
such registration requirements. Except as set forth in the Stockholder
Agreement, the Shareholder, and if applicable, the Related JLW Owner are
aware that Parent is under no obligation to effect any such registration
under the Securities Act or otherwise with respect to such Consideration
Shares (or any securities issued in exchange therefor or in substitution
thereof), or to file for or comply with any exemption from such
registration.
(c) The Shareholder is, and any person for whose account it
is acquiring the Consideration Shares is, outside the "United States" (as
defined under Regulation S), and this Agreement and each of the Other
Operative Agreements was executed, and the investment decision to enter
into this Agreement was made, outside the United States.
(d) Neither the Shareholder nor, if applicable, the Related
JLW Owner is in the business of buying and selling securities.
(e) Neither the Shareholder nor, if applicable, the Related
JLW Owner will offer, sell or deliver any of the Consideration Shares, or
any interest or participation therein, until one year after the Closing
Date (the "Restricted Period"), except in an "offshore transaction" (as
defined under Regulation S) in accordance with Rule 904 of Regulation S,
pursuant to an effective registration statement under the Securities Act,
pursuant to Rule 144 under the Securities Act or pursuant to another
exemption from the registration requirements of the Securities Act and
otherwise in accordance with this Agreement, the Europe/USA Region
Agreement and the Stockholder Agreement.
(f) The Shareholder and, if applicable, the Related JLW Owner
acknowledge and agree that any resale or other transfer, or attempted
resale or other transfer, which Parent determines in good faith was made
other than in compliance with the restrictions stated herein and in the
Stockholder Agreement shall not be recognized by Parent in respect of
Consideration Shares, and that Parent may deliver a corresponding stop-
transfer order to the Transfer Agent to that effect. For so long as
Consideration Shares are subject to the provisions of the Stockholder
Agreement, no resale or other transfer of such Consideration Shares shall
be made unless in compliance with Article IV of the Stockholder Agreement,
including the requirement that prior to any such resale or other transfer,
Parent is furnished evidence reasonably satisfactory to Parent that such
resale or transfer is being made in compliance with the applicable
provisions of the Stockholder Agreement. At any time after such
Consideration Shares are no longer subject to the provisions of the
Stockholder Agreement, upon the written request of the holder thereof,
Parent shall remove the second legend set forth in Section 3.2(a) hereof
from the certificate(s) representing such Consideration Shares or replace
such certificate(s) with certificate(s) not bearing such legend.
(g) If the Shareholder or, if applicable, the Related JLW
Owner intend to transfer any of the Consideration Shares, or any interest
or participation therein, prior to the expiration of the Restricted Period,
the Shareholder or the Related JLW Owner, as the case may be, shall deliver
to Parent a written opinion of counsel to the transferee, which counsel and
opinion shall be reasonably satisfactory to Parent, to the effect that the
offer, sale and transfer of the Consideration Shares are not subject to
registration under the Securities Act or are permitted under Regulation S.
At any time after the Restricted Period, upon the written request of the
holder thereof, together with a written opinion of counsel, which counsel
and opinion shall be reasonably satisfactory to Parent, to the effect that
the first legend set forth in Section 3.2(a) hereof is no longer required
on the certificate(s) representing such Consideration Shares under the
applicable requirements of the Securities Act, Parent shall remove such
legend from the certificate(s) representing such Consideration Shares or
replace such certificate(s) with certificate(s) not bearing such legend.
(h) The Shareholder has not engaged in, and during the
Restricted Period will not engage in, any "directed selling efforts" (as
defined under Regulation S) with respect to any Consideration Shares.
ARTICLE IV
TERMINATION
Section 4.1 Termination of Agreement. This Agreement shall terminate
automatically upon the termination of the Europe/USA Region Agreement
pursuant to and in accordance with the terms of Article XI thereof. If
this Agreement is so terminated and abandoned as provided herein, no party
hereto shall have any liability or further obligation to any other party to
this Agreement, except as set forth in the Europe/USA Region Agreement.
Sections 7.3 and 7.4 hereof shall survive the termination of this
Agreement.
ARTICLE V
SURVIVAL, INDEMNIFICATION AND GENERAL RELEASE
Section 5.1 Survival of Representations, Warranties and Covenants.
None of the representations and warranties of Parent contained in this
Agreement, the Europe/USA Region Agreement or any other Operative
Agreement, or any instrument delivered pursuant hereto or thereto, shall
survive the Closing. All representations and warranties of the Shareholder
and, if applicable, the Related JLW Owner contained in this Agreement or
any other Operative Agreement, or any instrument delivered pursuant hereto
or thereto, shall survive the Closing for the period specified in the
Escrow Agreement. The covenants and agreements of Parent contained in this
Agreement, the Europe/USA Region Agreement or any other Operative
Agreement, or any instrument delivered pursuant hereto or thereto, shall
not survive the Closing, unless such covenants or agreements specify terms
or are contemplated to be performed in whole or in part on or after the
Closing, in which case any such covenants or agreements shall survive for
such specified terms or until performed in full. The covenants and
agreements of the Shareholder and, if applicable, the Related JLW Owner
contained in this Agreement, the Europe/USA Region Agreement or any other
Operative Agreement shall survive the Closing without limitation as to time
unless the covenant or agreement specifies a term, in which case such
covenant or agreement shall survive for such specified term.
Section 5.2 Indemnification. Parent and the other Indemnified
Persons (as defined in the Escrow Agreement), shall be indemnified,
defended and held harmless from and against any and all Liabilities and
against all claims in respect thereof to the extent, and subject to the
terms, conditions and limitations set forth in the Escrow Agreement.
Section 5.3 Release by the Shareholder. The Shareholder and, if
applicable, the Related JLW Owner, for themselves and for each of their
respective Associated Parties, to the fullest extent permitted by
applicable law, hereby, irrevocably, unconditionally and completely
releases, waives, relinquishes and forever discharges each of (i) the
Buyers from any claims or causes of action arising out of or relating to
the Integration (other than Post-Closing Actions) or the allocation of the
Consideration among the Shareholders and Other Shareholders under the
Purchase Agreements, and (ii) the Companies, the Asia Region Companies and
the Australasia Region Companies together with their respective
Subsidiaries, successors and past, present and future assigns, directors,
officers, employees, agents and representatives in their capacities as such
(other than the Shareholder and, if applicable, the Related JLW Owner) of
any of the foregoing (collectively, the "Released Persons"), from all past,
present and future disputes, claims, controversies, demands, rights,
obligations, liabilities, actions and causes of action of every kind and
nature (whether accrued or unaccrued) whatsoever against any one or more of
the Released Persons, which are related directly or indirectly to events
occurring prior to the Closing Date (other than, in each case, any
Surviving Claims), including: (A) any unknown, unsuspected or undisclosed
claim; (B) any claim or right that may be asserted or exercised by the
Shareholder and, if applicable, the Related JLW Owner in such Shareholder's
or Related JLW Owner's capacity as a shareholder, director, officer or
employee of any Company, Asia Region Company or Australasia Region Company,
or any of their respective Subsidiaries, as a partner or former partner in
any predecessor of any Company, Asia Region Company or Australasia Region
Company, or any of their respective Subsidiaries, or as a direct or
indirect beneficiary of any trust or trust arrangement, whether implied or
actual, relating directly or indirectly to any portion of the businesses or
assets of the JLW Businesses (including, without limitation, the right to
receive profits therefrom or an ownership or other participatory interest
or right therein) or in any other capacity; and (C) any claim, right or
cause of action based upon any breach of any express, implied, oral or
written contract or agreement; provided that the releases set forth in the
foregoing clauses (i) and (ii) shall not apply to any Surviving Claims.
ARTICLE VI
DEFINITIONS
Section 6.1 Certain Terms. When used in this Agreement, the
following terms shall have the meanings specified:
"Associated Parties" when used herein with respect to the
Shareholder or the JLW Related Owner, means and includes: (i) the
Shareholder's or Related JLW Owner's, successors, executors,
administrators, beneficiaries, heirs and estate; and (ii) the Shareholder's
or Related JLW Owner's future assigns.
"Buyers" means, collectively, Parent, US Acquisition Sub and
Australia Acquisition Sub.
"Operative Agreements" means, collectively, this Agreement, the
Europe/USA Region Agreement, the Stockholder Agreement, the Escrow
Agreement and the Indemnification Agreement Guarantees.
"Other Joinder Agreements" means the Purchase and Sale Joinder
Agreement (Asia) and the Purchase and Sale Joinder Agreement (Australasia),
in the form attached to the Asia Region Agreement and the Australasia
Region Agreement, respectively.
"Other Shareholders" means, collectively, the Persons whose
names appear on one of the Preliminary Master Shareholder Lists attached to
the Purchase Agreements, and who execute and deliver the applicable Other
Joinder Agreements and the other applicable Shareholder Transaction
Documents.
"Permitted Transfer" means: (a) a Transfer of Consideration
Shares between the Related JLW Owner and any descendant of such Related JLW
Owner; (b) a Transfer of Consideration Shares between the Related JLW Owner
and the spouse or surviving spouse of such Related JLW Owner or of any
descendant of such Related JLW Owner; (c) a Transfer of Consideration
Shares between the Related JLW Owner and any trust of which there are no
beneficiaries and continue to be, during the term of the Stockholder
Agreement, no beneficiaries other than such Related JLW Owner and/or one or
more of the Persons described in clauses (a) and (b); (d) a Transfer of
Consideration Shares between the Related JLW Owner and any corporation or
limited liability company of which there are and continue to be, during the
term of the Stockholder Agreement, no stockholders (or other Persons
holding any direct or indirect ownership interest therein) other than such
Related JLW Owner and/or one or more of the Persons described in clauses
(a) and (b).
"Permitted Transferee" means any Person who shall have acquired
and who shall hold Consideration Shares pursuant to a Permitted Transfer.
"Person" means any corporation, individual, joint stock
company, joint venture, partnership, unincorporated association,
governmental regulatory entity, country, state or political subdivision
thereof, trust or other entity.
"Regulation S" means Regulation S under the Securities Act.
"SEC" means the United States Securities and Exchange
Commission.
"Securities Act" means the Securities Act of 1933, as amended
and any successor statute, and the rules and regulations of the SEC
promulgated thereunder.
"Surviving Claim" means any of the following: (i) any claim
arising out of rights expressly granted to a Shareholder or, if applicable,
Related JLW Owner, under the Integration Agreements; (ii) any right to
compensation or employee benefits accrued in the ordinary course of
employment; (iii) any right to reimbursement of employee expenses that are
reimbursable pursuant to applicable existing policies (as such policies may
be modified from time to time) prior to the Closing Date consistent with
the limitations set forth in Article V of the Europe/USA Region Agreement;
(iv) any other claim arising under any employment or service agreement
between such Shareholder or, if applicable, Related JLW Owner, and any
Released Person; (v) any claim for indemnification that the Shareholder or,
if applicable, Related JLW Owner may have against any Released Person under
the applicable corporate charter, by-laws or similar organizational
documents or under applicable insurance, if any, or in respect of actions
taken by such Shareholder or, if applicable, Related JLW Owner within the
scope of his or her employment or as a director or officer of any Released
Person.; or (vi) any right expressly set forth in the Europe/USA Region
Agreement or any other Operative Agreement.
ARTICLE VII
MISCELLANEOUS
Section 7.1 Specific Enforcement; Other Remedies. The Shareholder
and, if applicable, the Related JLW Owner acknowledges and agrees that
Parent would be irreparably damaged in the event any of the provisions of
this Agreement were not performed by the Shareholder and such Related JLW
Owner in accordance with their specific terms or were otherwise breached.
It is accordingly agreed that Parent shall be entitled to an injunction or
injunctions to prevent breaches of the provisions of this Agreement and to
enforce specifically the terms and provisions hereof in any court of the
United States (or any state thereof) or country having jurisdiction, in
addition to any other remedy to which Parent may be entitled at law or
equity.
Section 7.2 Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction
to be invalid, void, or unenforceable, the remainder of the terms,
provisions, covenants and restrictions shall remain in full force and
effect and shall in no way be affected, impaired or invalidated thereby
(unless such a construction is unreasonable).
Section 7.3 Expenses. Except as provided in the Europe/USA Region
Agreement, each of the parties hereto shall pay his, her or its own legal,
accounting and other miscellaneous expenses incident to this Agreement, the
other Operative Agreements and the Integration Agreements.
Section 7.4 Press Releases and Announcements. After the date of this
Agreement and prior to the Closing, neither the Shareholder nor, if
applicable, the Related JLW Owner shall directly or indirectly make or
cause to be made any public announcement or disclosure, or issue any notice
with respect to this Agreement or any other Operative Agreement or the
transactions contemplated by this Agreement and the other Operative
Agreements, without the prior written consent of Parent.
Section 7.5 Entire Agreement; No Third Party Beneficiaries. This
Agreement, together with the Europe/USA Region Agreement and the other
Operative Agreements, and the schedules and the other writings referenced
herein and therein, (a) constitute the entire understanding and agreement
of the parties with respect to the subject matter hereof and supersede all
prior and contemporaneous agreements or understandings, inducements or
conditions, express or implied, written or oral, between the parties with
respect hereto and (b) are not intended to confer upon any person other
than the parties any rights or remedies hereunder.
Section 7.6 Amendment and Modification. This Agreement may not be
amended, modified or supplemented except by an agreement in writing signed
by each of the parties hereto.
Section 7.7 Notices. All notices, requests, demands and other
communications made under or by reason of the provisions of this Agreement
shall be in writing and shall be given by hand-delivery, air courier, or
telecopier (with a copy also sent by hand-delivery or air courier, which
shall not alter the time at which the telecopier notice is deemed
received), in each case addressed to the party to be notified, in the case
of Parent, at the address set forth in the Europe/USA Region Agreement and,
in the case of the Shareholder or, if applicable, the Related JLW Owner, at
the address set forth on the signature page hereto, or such other address
of a party as such party shall have specified by prior written notice to
the other party in accordance with this Section 7.7. Such notices shall be
deemed given: at the time personally delivered, if delivered by hand with
receipt acknowledged; upon transmission thereof by the sender and issuance
by the transmitting machine of a confirmation slip that the number of pages
constituting the notice have been transmitted without error, if telecopied;
when answered back if telexed; and the second business day after timely
delivery to the courier, if sent by air courier.
Section 7.8 Assignment. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors,
legal representatives and assigns, but this Agreement may not be assigned
by any party without the written consent of the other parties.
Section 7.9 Headings. The Article and Section headings contained
herein are for reference purposes only and shall not effect in any way the
meaning or interpretation of this Agreement.
Section 7.10 Applicable Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of
Illinois, without giving effect to the conflict of laws provisions thereof.
Section 7.11 Jurisdiction. Subject to the arbitration provisions set
forth in Section 7.1 of the Escrow Agreement, each of the parties hereto
hereby expressly and irrevocably submits to the non-exclusive personal
jurisdiction of the United States District Court for the Northern District
of Illinois, and to the jurisdiction of any other competent court of the
State of Illinois located in the County of Xxxx (collectively, the
"Illinois Courts"), preserving, however, all rights of removal to such
federal court under 28 U.S.C. Section 1441, and to the non-exclusive
jurisdiction of the High Court of England and Wales in London (the "English
Courts"), in connection with all disputes arising out of or in connection
with this Agreement or the transactions contemplated hereby and agrees not
to commence any litigation relating thereto except in such courts; provided
that if the aforementioned Illinois Courts do not have subject matter
jurisdiction, then the proceeding shall be brought in any other state or
federal court located in the State of Illinois, preserving, however, all
rights of removal to such federal court under 28 U.S.C. Section 1441.
Notwithstanding the foregoing, the parties hereto agree that no suit,
action or proceeding may be brought in any state court in the State of
Illinois unless jurisdiction is unavailable in any federal court in the
State of Illinois. Each of party hereby waives the right to any other
jurisdiction or venue for any litigation arising out of or in connection
with this Agreement or the transactions contemplated hereby to which any of
them may be entitled by reason of its present or future domicile.
Notwithstanding the foregoing, each of the parties hereto agrees that each
of the other parties shall have the right to bring any action or proceeding
for enforcement of a judgment entered by the Illinois Courts or the English
Courts in any other court or jurisdiction.
Section 7.12 Words in Singular and Plural Form. Words used in the
singular form in this Agreement shall be deemed to import the plural, and
vice versa, as the sense may require.
Section 7.13 Service of Process. Each party irrevocably consents to
the service of process outside the territorial jurisdiction of the courts
referred to in Section 7.11 hereof in any such action or proceeding by
giving copies thereof by hand-delivery or air courier to his, her or its
address as specified herein. However, the foregoing shall not limit the
right of a party to effect service of process on the other party by any
other legally available method.
Section 7.14 Counterparts. This Agreement may be executed
simultaneously in counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument.
Section 7.15 WAIVER OF JURY TRIAL. EACH PARTY HEREBY WAIVES (TO THE
FULLEST EXTENT PERMITTED BY LAW) ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF
ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT.
THE PARTIES ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER
INTO THIS AGREEMENT. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT
BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY
SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS
AGREEMENT OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE
TRANSACTIONS CONTEMPLATED HEREBY. IN THE EVENT OF LITIGATION, THIS
AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.
IN WITNESS WHEREOF, the Shareholder and, if applicable, the
Related JLW Owner and Parent have caused this Purchase and Sale Joinder
Agreement (Europe/USA) to be duly executed and delivered as of the day and
year first above written.
LASALLE PARTNERS
INCORPORATED
By:
Name:
Title:
SIGNATURE CONFIRMATION SHAREHOLDER:
Name:
Address:
By:
Name:
Title: Telephone:
Fax:
Dated:
SIGNATURE CONFIRMATION* RELATED JLW OWNER:
Name:
Title:
Address:
By:
Name:
Title: Telephone:
Fax:
Dated:
IN WITNESS WHEREOF, the Shareholder and, if applicable, the
Related JLW Owner and Parent have caused this Purchase and Sale Joinder
Agreement (Europe/USA) to be duly executed and delivered as of the day and
year first above written.
LASALLE PARTNERS
INCORPORATED
By:
Name:
Title:
SIGNATURE CONFIRMATION SHAREHOLDER:
Name:
Address:
By:
Name:
Title: Telephone:
Fax:
Dated:
SIGNATURE CONFIRMATION* RELATED JLW OWNER:
Name:
Title:
Address:
By:
Name:
Title: Telephone:
Fax:
Dated:
