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VOTING AGREEMENT
This VOTING AGREEMENT, dated as of September 3, 1999, is made
and entered into among AMDOCS LIMITED, a company organized under the laws of
Guernsey, Channel Islands ("Parent"), Xxxxxx Xxxxx (the "Stockholder"):
WHEREAS, Parent, Xxxx Acquisition Corp., a Delaware
corporation and a wholly-owned subsidiary of Parent ("Acquisition"), and
International Telecommunication Data Systems, Inc., a Delaware corporation (the
"Company"), propose to enter into an Agreement and Plan of Merger, dated as of
the date hereof (the "Merger Agreement"), pursuant to which Acquisition will
merge with and into the Company (the "Merger"), on the terms and subject to the
conditions set forth in the Merger Agreement; and
WHEREAS, as of the date hereof, the Stockholder beneficially
owns and is entitled to dispose of (or to direct the disposition of) and to vote
(or to direct the voting of) the number of shares of Common Stock, $0.01 par
value, of the Company ("Common Stock") set forth opposite such Stockholder's
name on Schedule A hereto (such shares of Common Stock, together with any other
shares of capital stock of the Company acquired by such Stockholder during the
period from and including the date hereof through and including the earlier of
(i) the Effective Time (as such term is defined in the Merger Agreement) and
(ii) the first anniversary of the date hereof, are collectively referred to
herein as such Stockholder's "Subject Shares"); and
WHEREAS, the Stockholder may be deemed an "affiliate" of the
Company within the meaning of Rule 145 ("Rule 145") promulgated under the
Securities Act of 1933, as amended (the "Securities Act"), by the Securities and
Exchange Commission (the "SEC"); and
WHEREAS, as a condition and inducement to Parent's willingness
to enter into the Merger Agreement, Parent has requested that the Stockholder
agree, and the Stockholder has agreed, to enter into this Agreement;
NOW, THEREFORE, in consideration of the foregoing and the
representations, warranties and covenants contained in this Agreement, the
parties hereto hereby agree as follows:
ARTICLE I
Section 1.1 Agreement to Vote Shares. At any meeting of the
stockholders of the Company called to consider and vote upon the adoption of the
Merger Agreement (and at any and all postponements and adjournments thereto, and
in connection with any action to be taken in respect of the adoption of the
Merger Agreement by written consent of the stockholders of the Company, the
Stockholder shall vote or cause to be voted (including by written consent, if
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applicable) all of such Stockholder's Subject Shares in favor of the adoption of
the Merger Agreement and in favor of any other matter necessary for the
consummation of the transactions contemplated by the Merger Agreement and
considered and voted upon at such meeting or made the subject of such written
consent, as applicable. At any meeting of the stockholders of the Company called
to consider and vote upon any Alternative Transaction (as such term is defined
in the Merger Agreement), and at any and all postponements and adjournments
thereof, and in connection with any action to be taken in respect of any
Alternative Transaction by written consent of the stockholders of the Company,
each Stockholder shall vote or cause to be voted (including by written consent,
if applicable) all of such Stockholder's Subject Shares against such Alternative
Transaction.
Section 1.2 Irrevocable Proxy.
(a) Grant of Proxy. THE STOCKHOLDER HEREBY APPOINTS PARENT AND
ANY DESIGNEE OF PARENT, EACH OF THEM INDIVIDUALLY, SUCH STOCKHOLDER'S PROXY AND
ATTORNEY-IN-FACT PURSUANT TO THE PROVISIONS OF SECTION 212 OF THE DELAWARE
GENERAL CORPORATION LAW, WITH FULL POWER OF SUBSTITUTION AND RESUBSTITUTION, TO
VOTE OR ACT BY WRITTEN CONSENT WITH RESPECT TO SUCH STOCKHOLDER'S SUBJECT SHARES
IN ACCORDANCE WITH SECTION 1.1 HEREOF. THIS PROXY IS GIVEN TO SECURE THE
PERFORMANCE OF THE DUTIES OF SUCH STOCKHOLDER UNDER THIS AGREEMENT. THE
STOCKHOLDER AFFIRMS THAT THIS PROXY IS COUPLED WITH AN INTEREST AND SHALL BE
IRREVOCABLE. THIS PROXY SHALL REMAIN IN EFFECT THROUGH AND INCLUDING THE EARLIER
OF (A) THE EFFECTIVE TIME AND (B) SIXTY DAYS AFTER THE TERMINATION OF THE MERGER
AGREEMENT. THE STOCKHOLDER SHALL TAKE SUCH OTHER ACTION OR EXECUTE SUCH OTHER
INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY.
(b) Other Proxies Revoked. The Stockholder represents that any
proxies heretofore given in respect of such Stockholder's Subject Shares are not
irrevocable, and that all such proxies are hereby revoked.
ARTICLE II
Section 2.1 Grant of Option. The Stockholder hereby grants to
Parent an irrevocable option (the "Option") to purchase such Stockholder's
Subject Shares on the terms and subject to the conditions set forth herein, in
exchange for the number of Ordinary Shares, pound sterling0.01 par value, of
Parent ("Parent Ordinary Shares") equal to the product of (a) the Exchange Ratio
(as such term is defined in the Merger Agreement), and (b) the number of Subject
Shares to be purchased upon any particular exercise of such Option (such product
being the "Option Consideration"), with the type and number of shares,
securities or other property subject to the Option, and the Option Consideration
payable therefor, being subject to adjustment as provided
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herein. For purposes of this Agreement, the "Pre-Closing Average Price" used to
determine the Exchange Ratio shall be determined on the basis of the average of
the closing prices per Parent Ordinary Share during the ten consecutive trading
days ending on the second trading day prior to the Option Closing (as
hereinafter defined). In the event that the grant or exercise of the Option
shall result in liability to the Stockholder under Section 16(b) of the
Securities Exchange Act of 1934, as amended, Parent shall hold such stockholder
harmless for such liability (on an after-tax basis), subject to accuracy of the
information previously provided to Parent concerning recent stock transactions
by the Stockholder.
Section 2.2 Exercise of Option. Parent may exercise all or any
of the Option, in whole or in part, at any time or from time to time during the
period (the "Option Period") from and including the date hereof through and
including the earlier of (i) the Effective Time and (ii) sixty days after the
termination of the Merger Agreement. The purchase of any Subject Shares upon
exercise of an Option shall be subject to compliance with the HSR Act (as such
term is defined in the Merger Agreement), to the extent that the HSR Act is
applicable to such purchase. Notwithstanding the expiration of the Option
Period, Parent shall be entitled to purchase all Subject Shares in respect of
which an Option shall have been exercised prior to the expiration of the Option
Period, and the expiration of the Option Period shall not affect any rights
hereunder which by their terms do not terminate or expire prior to or as of such
expiration.
If Parent wishes to exercise an Option, it shall deliver to
the Stockholder (the "Selling Stockholder") a written notice to that effect
which specifies (i) the number of Subject Shares to be purchased from such
Selling Stockholder and (ii) a date not earlier than three business days nor
later than 20 business days from the date such notice is delivered for the
consummation of the purchase and sale of such Subject Shares (the "Option
Closing Date"); provided, however, that (x) if the consummation of the purchase
and sale of such Subject Shares (the "Option Closing") cannot be effected 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 (y) without limiting the foregoing, if prior notification to or
approval of any regulatory authority is required in connection with such
purchase, Parent and the applicable Selling Stockholder shall promptly file the
required notice or application for approval and shall cooperate in the
expeditious filing of such notice or application, and the period of time that
otherwise would run pursuant to this sentence shall run instead from the date on
which any required notification period has expired or been terminated, any
required approval has been obtained and any requisite waiting period has expired
or been terminated. The place of the Option Closing shall be at the offices of
Reboul, MacMurray, Xxxxxx, Xxxxxxx & Kristol, 00 Xxxxxxxxxxx Xxxxx, Xxx Xxxx,
Xxx Xxxx 00000, and the time of the Option Closing shall be 10:00 a.m. (New York
Time) on the Option Closing Date.
Section 2.3 Parent and Delivery of Certificates, At any Option
Closing, Parent shall deliver to the Selling Stockholder a certificate or
certificates evidencing the Option Consideration payable in respect of the
Subject Shares to be purchased from such Selling
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Stockholder at the Option Closing, and the Selling Stockholder shall deliver to
Parent such Subject Shares, free and clear of all liens and encumbrances, with
the certificate or certificates evidencing such Subject Shares being duly
endorsed for transfer by such Selling Stockholder and accompanied by all powers
of attorney and/or other instruments necessary to convey valid and unencumbered
title thereto to Parent, and shall assign to Parent (pursuant to a written
instrument in form and substance satisfactory to Parent) all rights that such
Selling Stockholder may have to require Company to register such Subject Shares
under the Securities Act of 1933, as amended (the "Securities Act"). Transfer
taxes, if any, imposed as a result of the exercise of an Option shall be borne
by the Selling Stockholder.
Section 2.4 Adjustment upon Changes in Capitalization, Etc. In
the event of any change in the capital stock of either the Company or Parent by
reason of a stock dividend, split-up, merger, recapitalization, combination,
exchange of shares, extraordinary distribution or similar transaction, the type
and number of shares, securities or other property subject to the Option, and
the Option Consideration payable therefor, shall be adjusted appropriately, and
proper provision shall be made in the agreements governing such transaction, so
that (a) Parent shall receive upon exercise of any Option the number and class
of shares, securities or property that Parent would have received in respect of
the applicable Selling Stockholder's Subject Shares if the Option had been
exercised immediately prior to such event relating to the Company or the record
date therefor, as applicable, and (b) the applicable Selling Stockholder shall
receive upon exercise of any Option granted by such Selling Stockholder the
number and class of shares, securities or other property that such Selling
Stockholder would have received in respect of such Selling Stockholder's Subject
Shares if the Option had been exercised immediately prior to such event relating
to Parent or the record date therefor, as applicable.
ARTICLE III
Section 3.1 Certain Representations and Warranties of the
Stockholder. The Stockholder represents and warrants to Parent as follows:
(a) Ownership. Except as specified on Schedule
3.1(a), such Stockholder is the sole record and beneficial owner of the number
of shares of Common Stock set forth opposite such Stockholder's name on Schedule
A hereto and has full and unrestricted power to dispose of and to vote such
shares of Common Stock. Such Stockholder does not own any securities of Company
on the date hereof other than the shares of Common Stock set forth on Schedule A
and the options to purchase shares of Common Stock specified in Schedule 3.1(a).
(b) Due Authorization. Such Stockholder has all
requisite power and authority to enter into this Agreement and to consummate the
transactions contemplated hereby. The execution and delivery of this Agreement
by such Stockholder and the consummation by such Stockholder of the transactions
contemplated hereby have been duly authorized by all necessary action, if any,
on the part of such Stockholder. This Agreement has been duly executed and
delivered by such Stockholder and constitutes a valid and binding obligation of
such Stockholder,
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enforceable against such Stockholder in accordance with its terms, subject to
applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and similar laws affecting creditors' rights generally and to general
principles of equity.
(c) No Conflicts. The execution and delivery of
this Agreement do not, and, subject to compliance with the HSR Act, to the
extent applicable, the consummation of the transactions contemplated hereby and
compliance with the provisions of this Agreement will not, conflict with, result
in a breach or violation of or default (with or without notice or lapse of time
or both) under, or give rise to a material obligation, a right of termination,
cancellation, or acceleration of any obligation or a loss of a material benefit
under, or require notice to or the consent of any person under any agreement,
instrument, undertaking, law, rule, regulation, judgment, order, injunction,
decree, determination or award binding on such Stockholder, other than any such
conflicts, breaches, violations, defaults, obligations, rights or losses that
individually or in the aggregate would not (i) impair the ability of such
Stockholder to perform such Stockholder's obligations under this Agreement or
(ii) prevent or delay the consummation of any of the transactions contemplated
hereby.
(d) Purchase Not for Distribution. The Parent
Ordinary Shares to be acquired by such Stockholder upon Parent's exercise of an
Option shall be so acquired without a view to the public distribution thereof
and such shares shall not be transferred or otherwise disposed of except in a
transaction registered or exempt from registration under the Securities Act and
in compliance with applicable state securities laws.
Section 3.2 Representations and Warranties of Parent. Parent
hereby represents and warrants to the Stockholder that:
(a) Due Authorization. Parent has all requisite
corporate power and authority to enter into this Agreement and to consummate the
transactions contemplated hereby. The execution and delivery of this Agreement
by Parent and the consummation by Parent of the transactions contemplated hereby
have been duly authorized by all necessary corporate action on the part of
Parent. This Agreement has been duly executed and delivered by Parent and
constitutes a valid and binding obligation of Parent, enforceable against Parent
in accordance with its terms, subject to applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and similar laws affecting
creditors' rights generally and to general principles of equity.
(b) No Conflicts. The execution and delivery of
this Agreement do not, and, subject to compliance with the HSR Act, to the
extent applicable, the consummation of the transactions contemplated hereby and
compliance with the provisions of this Agreement will not, conflict with, result
in a breach or violation of or default (with or without notice or lapse of time
or both) under, or give rise to a material obligation, right of termination,
cancellation, or acceleration of any obligation or a loss of a material benefit
under, or require notice to or the consent of any person under any agreement,
instrument, undertaking, law, rule, regulation,
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judgment, order, injunction, decree, determination or award binding on Parent,
other than any such conflicts, breaches, violations, defaults, obligations,
rights or losses that individually or in the aggregate would not (i) impair the
ability of Parent to perform its obligations under this Agreement or (ii)
prevent or delay the consummation of any of the transactions contemplated
hereby.
(c) Purchase Not for Distribution. The Option
and the Subject Shares to be acquired upon exercise of the Option are being and
shall be acquired by Parent without a view to the public distribution thereof
and neither the Option nor any Subject Shares to be acquired upon exercise
thereof shall be transferred or otherwise disposed of except in a transaction
registered or exempt from registration under the Securities Act and in
compliance with applicable state securities laws.
ARTICLE IV
Section 4.1 Certain Covenants of the Stockholder.
(a) Restriction on Transfer of Subject Shares,
Proxies and Noninterference. No Stockholder shall directly or indirectly: (i)
except pursuant to the terms of this Agreement or the Merger Agreement, offer
for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose
of, or enter into any contract, option or other arrangement or understanding
with respect to or consent to the offer for sale, sale, transfer, tender,
pledge, encumbrance, assignment or other disposition of, any or all of such
Stockholder's Subject Shares; (ii) except pursuant to the terms of this
Agreement, grant any proxies or powers of attorney, deposit any of such
Stockholder's Subject Shares into a voting trust or enter into a voting
agreement with respect to any of such Stockholder's Subject Shares; or (iii)
take any action that would make any representation or warranty contained herein
untrue or incorrect or have the effect of impairing the ability of such
Stockholder to perform such Stockholder's obligations under this Agreement or
preventing or delaying the consummation of any of the transactions contemplated
hereby.
(b) Restrictions on Transfer of Parent Ordinary
Shares. Prior to the first anniversary of the Effective Time or the second
anniversary of any Option Closing, no Stockholder shall sell, assign or
otherwise dispose of any of the Parent Ordinary Shares received by such
Stockholder pursuant to the Merger or such Option Closing, as the case may be,
except (i) pursuant to an effective registration statement under the Securities
Act, (ii) in conformity with the volume limitations and other provisions of SEC
Rule 145, or (iii) in a transaction which, in the opinion of counsel reasonably
satisfactory to Parent, is not required to be registered under the Securities
Act. The Stockholder understands and acknowledges that, except as provided in
Section 4.2, Parent shall not be required to maintain the effectiveness of any
registration statement under the Securities Act for the purpose of facilitating
the resale of any Parent Ordinary Shares by such Stockholder. In the event of a
sale, assignment or other disposition by any Stockholder of Parent Ordinary
Shares pursuant to SEC Rule 145, such Stockholder shall supply Parent with
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evidence of compliance with such Rule, in the form of a letter in the form of
Annex I hereto and the opinion of counsel referred to above. The Stockholder
understands and acknowledges that Parent may instruct its transfer agent to
withhold the transfer of any Parent Ordinary Shares disposed of by any
Stockholder, but that (provided such transfer is not prohibited by any other
provision of this Agreement) upon receipt of such evidence of compliance, Parent
shall cause the transfer agent to effectuate the transfer of the Parent Ordinary
Shares sold as indicated in such letter.
(c) Tax Treatment. No Stockholder shall or
shall permit any affiliate of such Stockholder to take any position on any
federal, state or local income tax return, or take any other action or reporting
position, that is inconsistent with the treatment of the Merger as a
reorganization within the meaning of Section 368(a) of the Internal Revenue Code
of 1986, as amended (the "Code"), or with the representations made in this
Agreement, unless otherwise required pursuant to a "determination" (as defined
in Section 1313(a)(1) of the Code).
Section 4.2 Registration Rights. (a) On the terms and subject
to the conditions set forth in this Section 4.2, within 30 days after the
earlier of the Effective Time (as defined in the Merger Agreement) and the first
Option Closing, Parent shall file, and shall thereafter use its reasonable best
efforts to cause to become and remain effective, for so long as the Parent
Ordinary Shares held by the Stockholder continue to be Registrable Securities
(as hereinafter defined), a registration statement registering for purposes of
the Securities Act the resale of all Registrable Securities held by the
Stockholder (the "Registration Statement"). For so long as Parent is required to
cause the Registration Statement to remain in effect, Parent shall use its
reasonable best efforts to cause the Parent Ordinary Shares to be (x) registered
or qualified (to the extent not exempt from such registration or qualification)
for sale under the blue sky laws of such states as any Stockholder may
reasonably request (provided that Parent shall not be required to qualify to do
business in, or consent to general service of process in, any jurisdiction by
reason thereof) and (y) listed on a national securities exchange or accepted for
quotation on the National Association of Securities Dealers Automated Quotation
System.
(b) The obligations of Parent hereunder to file
the Registration Statement and to maintain its effectiveness may be suspended
for one or more periods of time not exceeding 90 calendar days in the aggregate
if the Board of Directors of Parent shall have determined that the filing of the
Registration Statement or the maintenance of its effectiveness would require
disclosure of nonpublic information that would materially and adversely affect
Parent or would materially interfere with any financing, acquisition or other
transaction involving Parent. The preparation and filing of the Registration
Statement, and any sale covered thereby, will be at Parent's expense, except for
underwriting discounts or commissions, brokers' fees and the fees and
disbursements of counsel for any Stockholder related thereto.
(c) The Stockholder shall provide all
information reasonably requested by Parent for inclusion in the Registration
Statement and any related prospectus (a "Prospectus"). In connection with the
sale or other disposition of Registrable Securities to be effected pursuant
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to the Registration Statement, Parent and the Stockholder will provide each
other and any underwriter with customary representations, warranties, covenants,
indemnification and contribution.
(d) The Stockholder shall use its reasonable
best efforts to cause, and to cause any underwriters of any sale or other
disposition to cause, any sale or other disposition of Parent Ordinary Shares
pursuant to the Registration Statement to be effected on as widely a distributed
basis as practicable.
(e) For purposes of this Agreement, the term
"Registrable Securities" means Parent Ordinary Shares acquired by any
Stockholder as a result of the conversion of shares of Common Stock pursuant to
the Merger or as Option Consideration at any Option Closing; provided, however,
that Registrable Securities will cease to be Registrable Securities when and to
the extent that (i) a registration statement covering such Registrable
Securities has been declared effective under the Securities Act and such
Registrable Securities have been disposed of pursuant to such effective
registration statement, (ii) one year has elapsed since the acquisition of such
Registrable Securities by the applicable Stockholder, or (iii) such Registrable
Securities are sold or transferred by a Stockholder otherwise than to another
Stockholder. The Stockholder shall promptly notify Parent when any of such
Stockholder's Parent Ordinary Shares shall have ceased to be Registrable
Securities.
(f) Parent will notify the Stockholder as
promptly as practicable of (i) any request by the SEC or any other federal or
state governmental authority for amendments or supplements to the Registration
Statement or any Prospectus or for additional information, (ii) the issuance by
the SEC or any other federal or state governmental authority of any stop order
suspending the effectiveness of the Registration Statement or the initiation of
any proceedings for that purpose, (iii) any notification with respect to the
suspension of the qualification or exemption from qualification of any of the
Registrable Securities for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose, and (iv) the occurrence of any
event which makes any statement made in the Registration Statement or a
Prospectus untrue in any material respect or which requires the making of any
changes in the Registration Statement or a Prospectus or other documents so that
(A) in the case of the Registration Statement, it will not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading and
(B) in the case of a Prospectus, it will not contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading. The Stockholder will be deemed to have
agreed that, upon receipt of any notice from Parent of the occurrence of any
event of the kind described in the immediately preceding sentence, such
Stockholder will discontinue offers, sales and other dispositions of Registrable
Securities covered by the Registration Statement or a Prospectus until such
Stockholder's receipt of the copies of a supplemented or amended Prospectus or
until such Stockholder is advised in writing by Parent that the use of the
applicable
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Prospectus may be resumed and has received copies of any additional or
supplemental filings that are incorporated or deemed to be incorporated by
reference in such Prospectus.
ARTICLE V
Section 5.1 Fees and Expenses. Except to the extent otherwise
provided in Section 4.2(b), each party hereto shall pay its own expenses
incident to preparing for, entering into and carrying out this Agreement and the
consummation of the transactions contemplated hereby.
Section 5.2 Amendment. This Agreement may not be amended
except by an instrument in writing signed on behalf of each of the parties
hereto.
Section 5.3 Extension Waiver. Any agreement on the part of a
party to waive any provision of this Agreement, or to extend the time for any
performance hereunder, shall be valid only if set forth in an instrument in
writing 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 such rights.
Section 5.4 Legend. The Stockholder acknowledges and agrees
that the legend set forth below shall be placed on certificates representing
Parent Ordinary Shares received by such Stockholder in connection with the
Merger or any Option Closing, or held by a transferee thereof of such
Stockholder, which legend shall be removed by delivery of substitute
certificates upon receipt the first anniversary of the Effective Time or the
second anniversary of such Option Closing, as the case may be, or upon (a) the
earlier sale of such Parent Ordinary Shares (i) pursuant to an effective
registration statement under the Securities Act or (iii) in conformity with the
provisions of SEC Rule 145, or (b) the receipt by Parent of an opinion in form
and substance reasonably satisfactory to Parent from independent counsel
reasonably satisfactory to Parent to the effect that such legend is no longer
required for purposes of the Securities Act.
There shall be placed on the certificates for Parent Ordinary
Shares issued to the Stockholder, or any substitutions therefor, a legend
stating in substance:
"THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A
TRANSACTION TO WHICH RULE 145 PROMULGATED UNDER THE SECURITIES ACT OF 1933
APPLIES. THE SHARES HAVE NOT BEEN ACQUIRED BY THE HOLDER WITH A VIEW TO, OR FOR
RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF WITHIN THE MEANING OF THE
SECURITIES ACT OF 1933. THE SHARES MAY NOT BE SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT OF 1933 OR AN EXEMPTION THEREFROM."
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Section 5.5 Entire Agreement; No Third-Party Beneficiaries.
This Agreement constitutes the entire agreement, and supersedes all prior
agreements and understandings, both written and oral, among the parties with
respect to the subject matter of this Agreement, and is not intended to confer
upon any person other than the parties any rights or remedies.
Section 5.6 Governing Law. This Agreement shall be governed
by, and construed in accordance with, the laws of the State of Delaware,
regardless of the laws that might otherwise govern under applicable principles
of conflict of laws thereof.
Section 5.7 Notices. All notices, requests, claims, demands
and other communications under this Agreement shall be in writing and shall be
deemed given if delivered personally, or sent by overnight courier (providing
proof of delivery), in the case of the Stockholder, to the address set forth on
Schedule A hereto or, in the case of Parent, to the address set forth below (or,
in each case, at such other address as shall be specified by like notice).
Amdocs Limited
c/o Amdocs, Inc.
0000 Xxxxxxxxxx Xxxxx Xxxxxxx
Xxxxxxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X'Xxxxx
Telecopy: (000) 000-0000
with a copy (which shall not constitute notice) to:
Reboul, MacMurray, Xxxxxx, Xxxxxxx & Kristol
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxx, Esq.
Telecopy: (000) 000-0000
Section 5.8 Assignment. Neither this Agreement nor any of the
rights, interests, or obligations under this Agreement may be assigned or
delegated, in whole or in part, by operation of law or otherwise, by any
Stockholder without the prior written consent of Parent, and any such assignment
or delegation that is not consented to shall be null and void. This Agreement,
together with any rights, interests, or obligations of Parent hereunder, may be
assigned or delegated, in whole or in part, by Parent without the consent of or
any action by the Stockholder upon notice by Parent to the Stockholder as herein
provided. Subject to the preceding sentence, this Agreement shall be binding
upon, inure to the benefit of, and be enforceable by, the parties and their
respective successors and assigns.
Section 5.9 Further Assurances. In the event of any exercise
of any Option by Parent, the applicable Selling Stockholder and Parent shall
execute and deliver all other
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documents and instruments and take all other action that may be reasonably
necessary in order to consummate the transactions provided for herein in
relation to such exercise.
Section 5.10 Enforcement. 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. Accordingly,
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 the Court of Chancery in and for New Castle County in the
State of Delaware (or, if such court lacks subject matter jurisdiction, any
appropriate state or federal court in New Castle County in the State of
Delaware), this being in addition to any other remedy to which they are entitled
at law or in equity. Each of the parties hereto (i) shall submit itself to the
personal jurisdiction of the Court of Chancery in and for New Castle County in
the State of Delaware (or, if such court lacks subject matter jurisdiction, any
appropriate state or federal court in New Castle County in the State of
Delaware) in the event any dispute arises out of this Agreement or any of the
transactions contemplated by this Agreement, (ii) shall not attempt to deny or
defeat such personal jurisdiction by motion or other request for leave from any
such court, and (iii) shall not bring any action relating to this Agreement or
any of the transactions contemplated hereby in any court other than the Court of
Chancery in and for New Castle County in the State of Delaware (or, if such
court lacks subject matter jurisdiction, any appropriate state or federal court
in New Castle County in the State of Delaware).
Section 5.11 Severability. Whenever possible, each provision
or portion of any provision of this Agreement shall be interpreted in such
manner as to be effective and valid under applicable law but if any provision or
portion of any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other provision or portion of any provision in such jurisdiction, and this
Agreement shall be reformed, construed and enforced in such jurisdiction as if
such invalid, illegal or unenforceable provision or portion of any provision had
never been contained herein.
Section 5.12 Counterparts. This Agreement may be executed in
one or more counterparts, all of which shall be considered one and the same
instrument and shall become effective when one or more counterparts have been
signed by each party and delivered to the other parties.
[signature page follows]
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IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be signed as of the day and year first written above.
AMDOCS LIMITED
By: /s/ XXXXXX X'XXXXX
Name: Xxxxxx X'Xxxxx
Title: Treasurer and Secretary
STOCKHOLDER:
/s/Xxxxxx Xxxxx
Xxxxxx Xxxxx
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SCHEDULE A
Name and Address Number of shares
of Stockholder of Common Stock
Xxxxxx Xxxxx 787,668
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ANNEX I
[Name] [Date]
On ___________________________, Stockholder sold the
securities of Amdocs Limited, a company organized under the laws of Guernsey,
Channel Islands ("Parent"), described below in the space provided for that
purpose (the "Securities"). The Securities were received by Stockholder in
connection with the merger of Xxxx Acquisition Corp. with and into International
Telecommunication Data Systems, Inc.
Based upon the most recent report or statement filed by Parent
with the Securities and Exchange Commission, the Securities sold by Stockholder
were within the prescribed limitations set forth in paragraph (e) of Rule 144
promulgated under the Securities Act of 1933, as amended (the "Securities Act").
Stockholder hereby represents that the Securities were sold in
"brokers' transactions" within the meaning of Section 4(4) of the Securities Act
or in transactions directly with a "market maker" as that term is defined in
Section 3(a)(38) of the Securities Exchange Act of 1934, as amended. Stockholder
further represents that Stockholder has not solicited or arranged for the
solicitation of orders to buy the Securities, and that Stockholder has not made
any payment in connection with the offer or sale of the Securities to any person
other than to the broker who executed the order in respect of such sale.
Very truly yours,
[Space to be provided for description of the Securities.]
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