EXHIBIT 10.7
INVESTOR PURCHASE AGREEMENT
THIS AGREEMENT is made as of September 30, 1996, by and between GLOBAL
IMAGING SYSTEMS INC., a Delaware corporation (the "Company") and GREEN XXXXXXX &
BUNCH HOLDINGS, INC., a Colorado corporation (the "Purchaser"). Except as
otherwise indicated, capitalized terms used herein are defined in Section 7
hereof.
The parties hereto agree as follows:
1. Authorization of Common Stock. The Company has authorized the
issuance and sale to the Purchaser of (i) 1,354.166 shares of its Class A Common
Stock, $.01 par value purchase (the "Class A Common Stock") and (ii) 240.126
shares of its Class B Common Stock, $.01 par value per share the "Class B Common
Stock"), having the rights and preferences set forth in the Company's Charter
(as defined in Section 3B below) attached hereto. The Class A Common Stock and
the Class B Common Stock purchased hereunder by Purchaser are collectively
referred to as the "GMB Stock".
2. Purchase and Sale of the Stock. The parties will execute and
deliver counterparts of this Agreement, the Joinder to the Registration
Agreement and Joinder to the Stockholders Agreement (as defined in Sections 3D
and 3E below) on or about before the Closing (as hereinafter defined). The
purchase of the GMB Stock by the Purchaser will occur at a closing ("Closing")
to be held on a date mutually satisfactory to the Purchaser and the Company not
later than September 30, 1996. At the Closing, the Company will sell to the
Purchaser and, subject to the terms and conditions set forth herein, the
Purchaser will purchase from the Company 1,354.166 shares of Class A Common
Stock at a price of $90.00 per share and 240.126 shares of Class B Common Stock
at a price of $13.014 per share (in the aggregate, a total purchase price of
$125,000.00). The Closing of the purchase and sale of the GMB Stock will be
effected by exchange of documents, certificates and agreements, by air courier,
facsimile transmission or other means satisfactory to the parties. At the
Closing, the Company will issue and deliver to the Purchaser certificates
evidencing the Class A Common Stock and the Class B Common Stock to be purchased
by the Purchaser, registered in Purchaser's name, against payment of the
purchase price therefor by check or wire transfer of funds in the amount set
forth in this Section 2.
3. Conditions of the Purchaser's Obligations at the Closing. The
obligation of the Purchaser to purchase and pay for the GMB Stock at the Closing
is subject to the satisfaction as of the Closing of the following conditions:
3A. Representations and Warranties. The representations and
warranties contained in Section 6 hereof will be true and correct at and as of
the Closing as though then made, except to the extent of changes caused by the
transactions expressly contemplated herein.
3B. Certificate of Incorporation. The Company's Amended and
Restated Certificate of Incorporation in the form of Exhibit A (the "Charter"),
as so filed will be in full force and effect at the Closing and will not have
been further amended or modified.
3C. Equity Purchase Agreement. The Equity Purchase Agreement
dated June 9, 1994 (the "Equity Purchase Agreement") among the Company, Golder,
Thoma, Xxxxxxx, Xxxxxx Fund IV Limited Partnership ("GTCR IV") and Xxxxxx X.
Xxxxxxx, as amended by Amendment No. 1, will be in full force and effect as of
the Closing.
3D. Registration Agreement. The Company, the Purchaser and
certain other parties to the Registration Agreement will have entered into an a
Joinder to the Registration Agreement, in form and substance substantially
similar to Exhibit B attached hereto ("Registration Agreement"), and the
Registration Agreement will be in full force and effect as of the Closing.
3E. Stockholders Agreement. The Company, the Purchaser and
certain other parties to the Stockholders Agreement will have entered into a
Joinder to the Stockholders Agreement in form and substance substantially
similar to Exhibit C attached hereto ("Stockholders Agreement"), and the
Stockholders Agreement will be in full force and effect as of the Closing.
3F. Closing Documents. The Company will have delivered to the
Purchaser all of the following documents:
(i) an Officer's Certificate, dated the date of the
Closing, stating that the conditions specified in Sections 3A through
3E, inclusive, have been fully satisfied;
(ii) certified copies of the resolutions duly adopted by
the Company's Board of Directors authorizing the execution, delivery
and performance of this Agreement, the Joinder to the Registration
Agreement, the Joinder to the Stockholders Agreement, and each of the
other agreements contemplated hereby, the issuance and sale of the GMB
Stock, and the consummation of all other transactions contemplated by
this Agreement;
(iii) certified copies of the Charter and the Company's
bylaws, each as in effect at the Closing; and
(iv) such other documents relating to the transactions
contemplated by this Agreement as the Purchaser may reasonably
request.
3G. Proceedings. All corporate and other proceedings taken or
required to be taken in connection with the transactions contemplated hereby to
be consummated at or prior to the Closing and all documents incident thereto
will be satisfactory in form and substance to the Purchaser.
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4. Covenants. Except as otherwise provided herein, prior to a
Qualified Public Offering:
4A. Financial Statements and Other Information. The Company
will deliver to the Purchaser (so long as the Purchaser holds any of the Common
Stock):
(i) as soon as available and in any event within thirty
(30) days after the end of each quarter, unaudited quarterly
consolidated and consolidating statements of income and changes in
consolidated financial position of the Company and its Subsidiaries
for such fiscal quarter and for the period from the beginning of the
fiscal year to the end of such quarter, and balance sheets of the
Company and its Subsidiaries as of the end of such quarterly period;
(ii) as soon as available and in any event within ninety
(90) days after the end of each fiscal year, consolidating and
consolidated statements of income and consolidated statements of
changes in financial position of the Company and its Subsidiaries for
each fiscal year and consolidating and consolidated balance sheets of
the Company and its Subsidiaries as of the end of such fiscal year,
accompanied by an opinion of a "Big Six" or other independent
accounting firm of recognized national standing acceptable to the
Purchaser and a copy of such firm's annual management letter to the
Board of Directors;
(iii) together with each delivery of financial statements
set forth in subsection 4A(i) and (ii) above, a management report
describing the operations and financial condition of the Company and
its Subsidiaries for the quarter then ended and the portion of the
current year then elapsed (or for the fiscal year then ended in the
case of year-end financials);
(iv) promptly, a notice of any change or expected change in
the corporate management of the Company;
(v) promptly, of its intention to enter into any material
contracts pursuant to which the Company shall incur material debt;
(vi) any additional reports or other information concerning
the Company as the Board of Directors may from time to time prescribe;
and
(vii) with reasonable promptness, such other information
and financial data concerning the Company and its Subsidiaries as
Purchaser reasonably requests.
4B. Meeting of Directors. There will be at least four meetings
of the Company's Board of Directors during each fiscal year, at least one of
which will be held in each 90-day period during the Company's fiscal year.
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4C. Common Stock Restrictions. So long as there is a Qualified
Holder, the Company will not, without the prior consent of each Qualified
Holder:
(i) directly or indirectly declare or pay any dividends or
make any distributions upon any of its equity securities unless such
dividend or distribution is also distributed, pro rata, to the holders
of Common Stock based on their respective interests as provided in the
Charter;
(ii) become subject to, or permit any of its Subsidiaries
to become subject to, any agreement or instrument, which by its terms
would (under any circumstances) restrict the Company's right to
perform any of its obligations pursuant to the terms of this
Agreement, the Registration Agreement, the Stockholders Agreement, the
Charter or the Company's bylaws; or
(iii) except as contemplated by this Agreement or the
Stockholders Agreement, make any amendment to the Charter or the
Company's bylaws, or file any resolution of the Board of Directors
with the Delaware Secretary of State containing any provisions, which
would adversely affect or otherwise impair the rights of the holders
of the Class A or Class B Common Stock under this Agreement, the
Registration Agreement, the Stockholders Agreement, the Charter or the
Company's bylaws.
4D. Affirmative Covenants. So long as there is a Qualified
Holder, unless otherwise consented to by each Qualified Holder, the Company
will, and will cause each Subsidiary to:
(i) at all times cause to be done all things necessary to
maintain, preserve and renew its corporate existence and all material
licenses, authorizations and permits necessary to the conduct of its
businesses;
(ii) maintain and keep its properties in good repair,
working order and condition (ordinary wear and tear excepted), and
from time to time make all necessary or desirable repairs, renewals
and replacements, so that its businesses may be properly and
advantageously conducted at all times in all material respects;
(iii) pay and discharge when payable all taxes, assessments
and governmental charges imposed upon its properties or upon the
income or profits therefrom (in each case before the same becomes
delinquent and before penalties accrue thereon) and all claims for
labor, materials or supplies which if unpaid might by law become a
lien upon any of its properties, unless and to the extent that the
same are being contested in good faith;
(iv) comply with all other material provisions of any
material contract or agreement to which it is a party or by which it
is bound, whether oral or written, express or implied, and pay all
material obligations which it has
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incurred or may incur pursuant to any such contract or agreement as
such obligations become due, unless and to the extent that the same
are being contested in good faith;
(v) comply with all applicable laws, rules and
regulations of all governmental authorities, the violation of which
might reasonably be expected to have a material adverse effect upon
the financial condition, operations or business prospects of the
Company or any Subsidiary;
(vi) apply for and continue in force with good and
reputable insurance companies adequate insurance covering risks of
such types and in such amounts as are customary for well-insured
corporations of similar size engaged in similar lines of business;
(vii) make all required filings under the Xxxx-Xxxxx-Xxxxxx
Act for all acquisitions by the Company or any Subsidiary; and
(viii) maintain proper books of record and account which
fairly present its financial condition and results of operations and
make provisions on its financial statements for all such proper
reserves as in each case are required in accordance with generally
accepted accounting principles, consistently applied.
4E. Registration of Transfer. The Company will keep at its
principal office (or such other place as the Company reasonably designates) a
register for the registration of stock. Upon the surrender of any certificate
representing shares of Common Stock at such place, the Company will, at the
request of the registered holder of such certificate and subject to the
restrictions on transfer set forth in this Agreement, execute and deliver a new
certificate or certificates in exchange therefor representing the number of
shares of Common Stock represented by the surrendered certificate, and the
Company forthwith will cancel such surrendered certificate. Each such new
certificate will be registered in such name and will represent such number of
shares of Common Stock as is requested by the holder of the surrendered
certificate and will be substantially identical in form to the surrendered
certificate. The issuance of new certificates will be made without charge to
the holders of the surrendered certificates for any issuance tax in respect
thereof or other costs incurred by the Company in connection with such issuance.
4F. Financial Statements. Notwithstanding anything herein to
the contrary, the obligation of the Company to deliver the financial statements
and reports set forth in subsection 4A(i), (ii) and (iii) above shall continue
until such time as all of the Common Stock of the Purchaser is registered under
the Securities Act and the Company has an obligation to provide such financial
information to the Purchaser pursuant to the Securities Exchange Act.
5. Transfer of Restricted Securities.
(i) Restricted Securities are transferable pursuant to (a)
public offerings registered under the Securities Act, (b) Rule 144 or
Rule 144A of the
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Securities and Exchange Commission (or any similar rule then in force)
if such rule is available and (c) subject to the conditions specified
in subparagraph (ii) below, any other legally available means of
transfer.
(ii) In connection with the transfer of any Restricted
Securities (other than a transfer described in subparagraph 5(i)(a) or
b above), the holder thereof will deliver written notice to the
Company describing the transfer or proposed transfer, together with an
opinion of counsel which (to the Company's reasonable satisfaction) is
knowledgeable in securities law matters to the effect that such
transfer of Restricted Securities may be effected without registration
of such Restricted Securities under the Securities Act. In addition,
if the holder of the Restricted Securities delivers to the Company an
opinion of counsel that no subsequent transfer of such Restricted
Securities will require registration under the Securities Act, the
Company will promptly upon such contemplated transfer deliver new
certificates for such Restricted Securities which do not bear the
Securities Act legend set forth in Section 8C. If the Company is not
required to deliver such new certificates for such Restricted
Securities not bearing such legend, the holder thereof will not
transfer the same until the prospective transferee has confirmed to
the Company in writing its agreement to be bound by the conditions
contained in this paragraph.
(iii) Upon the request of the Purchaser, the Company shall
promptly supply to the Purchaser or its prospective transferees all
information regarding the Company required to be delivered in
connection with a transfer pursuant to Rule 144A of the Securities and
Exchange Commission.
6. Representations and Warranties of the Company. As a material
inducement to the Purchaser to enter into this Agreement and purchase the GMB
Stock, the Company hereby represents and warrants that:
6A. Organization and Corporate Power. The Company is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware and is qualified to do business in every jurisdiction
in which the failure so to qualify might reasonably be expected to have a
material adverse effect on the financial condition, operating results or
business prospects of the Company. The Company has all requisite corporate
power and authority and all material licenses, permits and authorizations
necessary to own and operate its properties, to carry on its businesses as now
conducted and presently proposed to be conducted and to carry out the
transactions contemplated by this Agreement. The copies of the Company's
Charter and bylaws that have been furnished to the Purchaser reflect all
amendments made thereto at any time prior to the date of this Agreement and are
correct and complete.
6B. Capital Stock and Related Matters.
(i) As of the Closing and immediately thereafter, the
authorized capital stock of the Company consists of (a) 300,000 shares
of Class A
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Common Stock, of which 203,963.007 shares are issued and outstanding,
(b) 350,000 shares of Class B Common Stock, of which 62,288.471 shares
are issued and outstanding, and 1,961 shares will be reserved for
issuance to employees, officers and directors of the Company not
affiliated with GTCR, and (c) 350,000 shares of Class C Common Stock
of which 4,802.5 shares are issued and outstanding. As of the Closing,
the Company will not have outstanding any stock or securities
convertible or exchangeable for any shares of its capital stock, nor
will it have outstanding any rights or options to subscribe for or to
purchase its capital stock or any stock or securities convertible into
or exchangeable for its capital stock. As of the Closing, the Company
will not be subject to any obligation (contingent or otherwise) to
repurchase or otherwise acquire or retire any shares of its capital
stock, except pursuant to its Charter, this Agreement, the
Stockholders Agreement and the Executive Agreements. As of the
Closing, all of the outstanding shares of the Company's capital stock
will be validly issued, fully paid and nonassessable.
(ii) There are no statutory or contractual stockholders
preemptive rights with respect to the issuance of the GMB Stock
hereunder. Based in part on the investment representations of the
Purchaser in Section 8C, the Company has not violated any applicable
federal or state securities laws in connection with the offer, sale or
issuance of the GMB Stock hereunder and the offer, sale and issuance
of the GMB Stock hereunder do not require registration under the
Securities Act or any applicable state securities laws. To the best
of the Company's knowledge, there are no agreements among the
Company's stockholders with respect to the voting or transfer of the
Company's capital stock or with respect to any other aspect of the
Company's affairs other than the Xxxxxxx Credit Agreement, Equity
Purchase Agreement, the JNL Purchase Agreement, the Registration
Agreement, the Executive Agreements and the Stockholders Agreement.
6C. Authorization: No Breach. The execution, delivery and
performance of this Agreement, the Joinder to the Registration Agreement, the
Joinder to the Stockholders Agreement and all other agreements and transactions
contemplated hereby to which the Company is a party have been duly authorized by
the Company. This Agreement, the Joinder to the Registration Agreement, the
Joinder to the Stockholders Agreement and all other agreements contemplated
hereby each constitutes a valid and binding obligation of the Company,
enforceable in accordance with its terms. The execution and delivery by the
Company of this Agreement, the Joinder to the Registration Agreement, the
Joinder to the Stockholders Agreement and all other agreements and transactions
contemplated hereby to which the Company is a party, the offering, sale and
issuance of the GMB Stock hereunder, and fulfillment of and compliance with the
respective terms hereof and thereof by the Company, do not and will not (i)
conflict with or result in a breach of the terms, conditions or provisions of,
(ii) constitute a default under, (iii) result in the creation of any lien,
security interest, charge or encumbrance upon the Company's capital stock or
assets pursuant to, (iv) give any third party the right to accelerate any
obligation under, (v) result in a violation of, or (vi) require any
authorization, consent, approval, exemption or other action by or notice to any
court or administrative or
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governmental body pursuant to, the Charter or bylaws of the Company, or any law,
statute, rule or regulation to which the Company is subject, or any agreement,
instrument, order, judgment or decree to which the Company is a party or by
which it is bound.
6D. Tax Matters. The Company has filed all tax returns which it
is required to file; all such returns are true and correct in all material
respects; the Company has in all material respects paid all taxes owed by it or
which it is obligated to withhold from amounts owing to any employee, creditor
or third party; the Company has not waived any statute of limitations with
respect to taxes or agreed to any extension of time with respect to a tax
assessment or deficiency; the assessment of any additional taxes for periods for
which returns have been filed is not expected; and there are no material
unresolved questions or claims concerning the Company's tax liability. The
Company has not made an election under Section 341(f) of the Internal Revenue
Code of 1986, as amended (the "Code").
6E. Litigation, etc. There are no actions, suits, proceedings,
orders, investigations or claims pending or, to the best of the Company's
knowledge, threatened against or affecting the Company at law or in equity, or
before or by any governmental department, commission, board, bureau, agency or
instrumentality; the Company is not subject to any arbitration proceedings under
collective bargaining agreements or otherwise or, to the best of the Company's
knowledge, any material governmental investigations or inquiries (including
inquiries as to the qualification to hold or receive any license or permit);
and, to the best of the Company's knowledge, there is no basis for any of the
foregoing. The Company has not received any opinion or memorandum or legal
advice from legal counsel to the effect that it is exposed, from a legal
standpoint, to any liability or disadvantage which may be material to its
business.
6F. Brokerage. Except for the fees of Green Xxxxxxx & Bunch
Holdings, Inc., there are no claims against the Company for brokerage
commissions, finders' fees or similar compensation in connection with the
transactions contemplated by this Agreement based on any arrangement or
agreement binding upon the Company. The Company will pay, and hold the
Purchaser harmless against, any liability, loss or expense (including, without
limitation, reasonable attorneys' fees and out-of-pocket expenses) arising in
connection with any such claim.
6G. Governmental Consent, etc. No permit, consent, approval or
authorization of, or declaration to or filing with, any governmental authority
is required in connection with the execution, delivery and performance by the
Company of this Agreement or the other agreements contemplated hereby, or the
consummation by the Company of any other transaction contemplated hereby or
thereby.
6H. ERISA. The Company does not presently maintain or
contribute to, nor has ever maintained or contributed to, any "employee benefit
plan," as such term is defined in Section 3 of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), with respect to which the Company is
required to file Internal Revenue Service ("IRS") Form 5500, and the Company
does not presently contribute to nor ever has contributed to any "multi-employer
plan," as such term is defined in Section 3 of ERISA.
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6I. Compliance with Laws. The Company is not in violation of
any law or any regulation or requirement which violation might reasonably be
expected to have a material adverse effect upon the financial condition,
operating results or business prospects of the Company and the Company has not
received notice of any such violation.
6J. Disclosure. Neither this Agreement nor any of the
schedules, attachments, written statements, documents, certificates or other
items prepared or supplied to the Purchaser by or on behalf of the Company with
respect to the transactions contemplated hereby contains any untrue statement of
a material fact or omits a material fact necessary to make each statement
contained herein or therein not misleading. There is no fact which the Company
has not disclosed to the Purchaser in writing and of which any of its officers,
directors or executive employees is aware and which could reasonably be
anticipated to have a material adverse effect upon the existing or expected
financial condition, operating results, assets, customer relations, employee
relations or business prospects of the Company.
6K. Closing Date. The representations and warranties of the
Company contained in this Section 6 and elsewhere in this Agreement and all
information contained in any exhibit, schedule or attachment hereto or in any
writing delivered by, or on behalf of, the Company to any Purchaser will be true
and correct in all material respects on the date of the Closing as though then
made, except as affected by the transactions expressly contemplated by this
Agreement.
7. Definitions. For the purposes of this Agreement, the following
terms have the meanings set forth below:
"Affiliates" shall have the meaning set forth in Rule 405 of the
Securities Act.
"Class A Common Stock" shall mean the authorized and issued Class
A common stock of the Company.
"Class B Common Stock" shall mean the authorized and issued Class
B common stock of the Company.
"Class C Common Stock" shall mean the authorized and issued Class
C Common Stock of the Company.
"Common Stock" shall mean the capital stock of the Company
consisting of the Class A, B and C Common Stock.
"Executive Agreements" shall mean those certain executive
agreements with Xxxxxxx, Xxxxxxx Xxxxxxxxx and other principal executives of the
Company pursuant to which such executives will purchase up to an aggregate of
8,823.5 shares of Class B Common (as adjusted from time to time for any stock
splits, stock dividends, recombinations, mergers, recapitalizations,
reclassifications or any similar event).
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"GTCR" means Golder, Thoma, Cressey, Rauner, Inc.
"Xxxxxxx Credit Agreement" means the Credit Agreement dated as of
August 14, 1996 among the Company, its Subsidiaries, Xxxxxxx National Life
Insurance Company and PPM America, Inc., as Agent.
"Officer's Certificate" means a certificate signed by the
Company's president or its chief financial officer, stating that (i) the officer
signing such certificate has made or has caused to be made such investigations
as are necessary in order to permit him to verify the accuracy of the
information set forth in such certificate and (ii) to the best of such officer's
knowledge, such certificate does not misstate any material fact and does not
omit to state any fact necessary to make the certificate not misleading.
"Person" means an individual, a partnership, a corporation, an
association, a joint stock company, a trust, a joint venture, an unincorporated
organization or a governmental entity or any department, agency or political
subdivision thereof.
"Qualified Holder" means the Purchaser (together with its
successors and its Affiliates) provided the Purchaser owns at least 50% of the
outstanding shares of Class B Common Stock issued to Purchaser pursuant to this
Agreement.
"Qualified Public Offering" has the meaning assigned to such term
in the Stockholders Agreement.
"Registration Agreement" means the Registration Agreement dated
as of June 9, 1994 by and among the Company and each of its stockholders, as
amended by Amendment Nos. 1, 2 and 3.
"Restricted Securities" means the GMB Stock issued hereunder, and
any securities issued with respect thereto by way of a stock dividend or stock
split or in connection with a combination of shares, recapitalization, merger,
consolidation or other reorganization. As to any particular Restricted
Securities, such securities will cease to be Restricted Securities when they
have (a) been effectively registered under the Securities Act and disposed of in
accordance with the registration statement covering them, (b) become eligible
for sale and have actually been sold to the public pursuant to Rule 144 or rule
144A (or any similar provision then in force) under the Securities Act or (c)
been otherwise transferred and new certificates for them not bearing the
Securities Act legend set forth in Section 8C have been delivered by the Company
in accordance with paragraph 5(ii). Whenever any particular securities cease to
be Restricted Securities, the holder thereof will be entitled to receive from
the Company, without expense, new securities of like tenor not bearing a
Securities Act legend of the character set forth in Section 8C.
"Securities Act" means the Securities Act of 1933, as amended, or
any similar federal law then in force.
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"Securities Exchange Act" means the Securities Exchange Act of
1934, as amended, or any similar federal law then in force.
"Stockholders Agreement" means the Stockholders Agreement dated
as of June 9, 1994 by and among the Company and each of its stockholders, as
amended by Amendment Nos. 1 and 2.
"Subsidiary" means any corporation of which the securities having
a majority of the ordinary voting power in electing the board of directors are,
at the time as of which any determination is being made, owned by the Company
either directly or through one or more Subsidiaries.
8. Miscellaneous.
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8A. Expenses. The Company agrees to pay, and hold the Purchaser
harmless against liability for the payment of, (i) the reasonable fees and
expenses of their counsel arising in connection with the negotiation, execution
and consummation of the transactions contemplated by this Agreement, (ii)
reasonable fees and expenses incurred with respect to any amendments or waivers
(whether or not the same become effective) under or in respect of this
Agreement, the agreements contemplated hereby or the Charter, (iii) stamp and
other taxes which may be payable in respect of the execution and delivery of
this Agreement or the issuance, delivery or acquisition of any shares of Class B
Common Stock issued hereunder, and (iv) reasonable fees and expenses incurred in
respect of the enforcement of the rights granted under this Agreement, the
agreements contemplated hereby and the Charter.
8B. Remedies. The Purchaser will have all rights and remedies
set forth in this Agreement and the Charter and all rights and remedies which
the Purchaser has been granted at any time under any other agreement or contract
and all of the rights the Purchaser has under any law. Any Person having any
rights under any provision of this Agreement will be entitled to enforce such
rights specifically, to recover damages by reason of any breach of any provision
of this Agreement and to exercise all other rights granted by law.
8C. Purchaser's Investment Representations. Purchaser hereby
represents that it is acquiring the Restricted Securities purchased hereunder or
acquired pursuant hereto for its own account with the present intention of
holding such securities for purposes of investment, that it is an Accredited
Investor as that term is defined in Rule 501 under the Securities Act and that
it has no intention of selling such securities in a public distribution in
violation of the federal securities laws or any applicable state securities
laws; provided that nothing contained herein will prevent Purchaser and
subsequent holders of Restricted Securities from transferring such securities in
compliance with the provisions of Section 5 hereof. Each certificate for
Restricted Securities will be imprinted with a legend in substantially the
following form:
The securities represented by this certificate have not been registered
under the Securities Act of 1933, as amended. The transfer of the securities
represented by this certificate is subject to the conditions specified in the
Investor Purchase Agreement, dated as of September 30, 1996,
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by and between the issuer (the "Company") and Green Xxxxxxx & Bunch Holdings,
Inc., and the Company reserves the right to refuse the transfer of such
securities until such conditions have been fulfilled with respect to such.
transfer. A copy of such conditions will be furnished by the Company to the
holder hereof upon written request and without charge.
8D. Amendment and Waiver. Except as otherwise expressly
provided herein, the provisions of this Agreement may be amended or modified
only by written agreement of the Company and the Purchaser. No other course of
dealing between the parties or third-party beneficiaries hereof or any delay in
exercising any rights hereunder shall operate as a waiver of any rights of any
such parties.
8E. Survival of Representations and Warranties. All
representations and warranties contained herein or made in writing by any party
in connection herewith will survive the execution and delivery of this
Agreement, regardless of any investigation made by the Purchaser or on its
behalf.
8F. Successors and Assigns. Except as otherwise expressly
provided herein or in any instruments of transfer or assignment, all covenants
and agreements contained in this Agreement by or on behalf of any of the parties
hereto will bind and inure to the benefit of the respective successors and
assigns of the parties hereto whether so expressed or not. In addition, and
whether or not any express assignment has been made, the provisions of this
Agreement which are for the Purchaser's benefit as a purchaser or holder of
Common Stock are also for the benefit of, and enforceable by, any subsequent
holder of such Common Stock.
8G. Severability. Whenever possible, each provision of this
Agreement will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited
by or invalid under applicable law, such provision will be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder
of this Agreement.
8H. Counterparts. This Agreement may be executed simultaneously
in counterparts, both of which need not contain the signatures of more than one
party, but both such counterparts taken together will constitute one and the
same Agreement.
8I. Descriptive Headings. The descriptive headings of this
Agreement are inserted for convenience only and do not constitute a part of this
Agreement.
8J. Governing Law. The corporate law of Delaware will govern
all issues concerning the relative rights of the Company and its stockholders.
All other questions concerning the construction, validity and interpretation of
this Agreement and the exhibits and schedules hereto will be governed by the
internal law, and not the law of conflicts, of New York.
8K. Notices. All notices, demands or other communications to be
given or delivered under or by reason of the provisions of this Agreement will
be in writing and will be deemed to have been given when delivered personally,
or sent by telex or facsimile transmission, or sent by receipted air courier, or
mailed by certified or registered mail, return
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receipt requested and postage prepaid, to the recipient. Such notices, demands
and other communications will be sent to the Company and the Purchaser at the
address indicated below:
Notice to the Company:
Global Imaging Systems Inc.
X.X. Xxx 000000
Xxxxx, XX 00000-0000
Attention: President
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
Notice to the Purchaser:
Green Xxxxxxx & Bunch Holdings, Inc.
0000 Xxxxxxxx Xxxxx
000 Xxxxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000-0000
Attention: Xxxxx X. Xxxxx
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
With a copy to:
Xxxxxxxxxxx X. Xxxxx, Esq.
Xxxxx, Xxxxxx & Xxxxxx LLP
0000 Xxxxxxxxxx Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
or to such other address or to the attention of such other person as the
recipient party has specified by prior written notice to the sending party.
8L. Xxxx-Xxxxx-Xxxxxx Compliance. In connection with any
transaction in which the Company is involved which is required to be reported
under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended from
time to time (the "HSR Act"), the Company shall prepare and file all documents
with the Federal Trade Commission and the United States Department of Justice
which may be required to comply with the HSR Act, and shall promptly furnish all
materials thereafter requested by any of the regulatory agencies having
jurisdiction over such filings, in connection with the transactions contemplated
thereby. The Company shall take all reasonable actions and shall file and use
reasonable best efforts to have declared effective or approved all documents and
notifications with any governmental or regulatory bodies, as may be necessary or
may reasonably be requested under federal antitrust laws for the consummation of
the subject transaction.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.
GLOBAL IMAGING SYSTEMS INC.
By: /s/ Xxxxxxx Xxxxxxxxx
---------------------
Xxxxxxx Xxxxxxxxx, Vice President
and Chief Financial Officer
GREEN XXXXXXX & BUNCH HOLDINGS, INC.
By: /s/ Xxxxx X. Xxxxx
------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
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