EXHIBIT 99.2
STOCKHOLDER AGREEMENT
This STOCKHOLDER AGREEMENT, dated as of March 23, 1999 (this
"Agreement"), is made and entered into among Sterling Software, Inc., a Delaware
corporation ("Parent"), Sterling Software (Southwest), Inc., a Delaware
corporation and indirect wholly owned subsidiary of Parent ("Purchaser"), and
Cisco Systems, Inc. ("Stockholder").
RECITALS:
A. Parent, Purchaser and Interlink Computer Sciences, Inc., a
Delaware corporation ("Company"), propose to enter into an Agreement and Plan of
Merger, dated as of the date hereof (the "Merger Agreement"), pursuant to which
the Purchaser will merge with and into Company (the "Merger") on the terms and
subject to the conditions set forth in the Merger Agreement. Except as otherwise
defined herein, terms used herein with initial capital letters have the
respective meanings ascribed thereto in the Merger Agreement.
B. As of the date hereof, Stockholder beneficially owns and is
entitled to dispose of (or to direct the disposition of) and to vote (or to
direct the voting of) 622,000 shares of common stock ("Common Stock"), par value
$.001 per share ("Shares"), of Company (such Shares, together with any other
shares of capital stock of Company the beneficial ownership of which is
acquired, or can be acquired upon exercise of options or warrants at a price
equal to or less than the Option Consideration (as defined in Section 2.1), by
Stockholder during the period from and including the date hereof through and
including the earlier of (i) the Effective Time and (ii) the date that is 120
days after the date on which the Merger Agreement is terminated pursuant to
Section 8.1 thereof, are collectively referred to herein as "Subject Shares").
C. Pursuant to the Merger Agreement, Purchaser shall commence a cash
tender offer (the "Offer") to purchase at a price of $7.00 per Share all
outstanding Shares, including all of the Subject Shares. Stockholder has advised
Parent and Purchaser that it intends to tender the Subject Shares in the Offer.
D. As a condition and inducement to Parent's and Purchaser's
willingness to enter into the Merger Agreement, Parent and Purchaser have
requested that Stockholder agree, and Stockholder has agreed, to enter into this
Agreement.
NOW, THEREFORE, in consideration of the foregoing and the
representations, warranties, covenants and agreements contained in this
Agreement and the Merger Agreement and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound hereby, agree as follows:
ARTICLE I
VOTING AGREEMENT
Section 1.1 Agreement to Vote Shares. During the Option Period (as
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defined in Section 2.2), at any meeting of the stockholders of Company called to
consider and vote upon the adoption of the Merger Agreement (and at any and all
postponements and adjournments thereof), and in connection with any action to be
taken in respect of the adoption of the Merger Agreement by written consent of
stockholders of Company, Stockholder shall vote or cause to be voted (including
by written consent, if applicable) all of the Subject Shares, now owned or
hereafter acquired, 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 any such
meeting or made the subject of any such written consent, as applicable. During
the Option Period, at any meeting of the stockholders of Company called to
consider and vote upon any Other Proposal (as hereinafter defined) (and at any
and all postponements and adjournments thereof), and in connection with any
action to be taken in respect of any Other Proposal by written consent of
stockholders of Company, Stockholder shall vote or cause to be voted (including
by written consent, if applicable) all of the Subject Shares against such Other
Proposal. For purposes of this Agreement, the term "Other Proposal" means any
(a) Acquisition Proposal (as defined in the Merger Agreement) or (b) other
action which is intended or could reasonably be expected to materially impede,
interfere with, delay or materially and adversely affect the consummation of the
Merger or any of the other transactions contemplated by the Merger Agreement or
this Agreement; provided, however, that neither the Merger nor any other
transaction contemplated by the Merger Agreement to be consummated by Company,
Parent or Purchaser in connection with the Merger shall constitute an Other
Proposal. Stockholder shall not enter into any agreement or understanding with
any person or entity the effect of which would be violative of the provisions
and agreements contained in this Section 1.1.
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Section 1.2 Irrevocable Proxy.
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(a) Grant of Proxy. STOCKHOLDER HEREBY APPOINTS PARENT AND ANY
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DESIGNEE OF PARENT, EACH OF THEM INDIVIDUALLY, 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 DURING THE OPTION PERIOD WITH RESPECT TO THE SUBJECT
SHARES IN ACCORDANCE WITH SECTION 1.1 HEREOF. THIS PROXY IS GIVEN TO SECURE THE
PERFORMANCE OF THE DUTIES OF STOCKHOLDER UNDER THIS AGREEMENT. STOCKHOLDER
AFFIRMS THAT THIS PROXY IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE.
STOCKHOLDER SHALL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS
MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY.
(b) Other Proxies Revoked. Stockholder represents that any proxies
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heretofore given in respect of the Subject Shares are not irrevocable, and that
all such proxies are hereby revoked.
ARTICLE II
OPTION
Section 2.1 Grant of Option. Stockholder hereby grants to Parent an
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irrevocable option (the "Option") to purchase the Subject Shares on the terms
and subject to the conditions set forth herein, at a price per Subject Share
equal to $7.00 in cash or any higher price that Parent or any controlled
affiliate of Parent offers to pay for the shares of Common Stock of the Company
made generally to the stockholders of the Company (such price being referred to
as the "Option Consideration").
Section 2.2 Exercise of Option. (a) Parent may exercise the Option,
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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 date that is 120 days after the purchase of shares of common
stock of the Company pursuant to the Offer, (ii) the date that is 120 days after
the date on which the Merger Agreement is terminated pursuant to Sections
8.1(d)(i) or (e)(i) thereof, (iii) the date that
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is 30 days after the date on which the Merger Agreement is terminated pursuant
to Section 8.1(e)(v), and (iv) the date on which the Merger Agreement is
terminated if such termination is other than pursuant to Sections 8.1(d)(i),
(e)(i) or (e)(v) thereof; provided, however, that the Option shall terminate
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with respect to any Subject Shares that are tendered pursuant to the Offer and
purchased by Purchaser thereunder. Notwithstanding anything in this Agreement to
the contrary, Parent shall be entitled to purchase all Subject Shares in respect
of which it shall have exercised the Option in accordance with the terms hereof
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.
(b) Parent shall not demand appraisal rights under Section 262 of the
DGCL in respect of any Subject Shares.
(c) If Parent wishes to exercise the Option, it shall deliver to
Stockholder a written notice (an "Exercise Notice") to that effect which
specifies (i) the number of Subject Shares to be purchased from Stockholder and
(ii) a date (an "Option Closing Date") not earlier than three business days
after the date such Exercise Notice is delivered for the consummation of the
purchase and sale of such Subject Shares (an "Option Closing"). If and to the
extent necessary to deliver the number of Shares to be purchased pursuant
hereto, Stockholder shall exercise vested stock options promptly upon receipt of
an Exercise Notice. If the Option Closing cannot be effected on the Option
Closing Date specified in the Exercise Notice by reason of a preliminary or
final injunction or any other applicable judgment, decree, order, law or
regulation, or because any applicable waiting period under the HSR Act shall not
have expired or been terminated, (i) Stockholder shall promptly take all such
actions as may be reasonably requested by Parent, and shall otherwise fully
cooperate with Parent, to cause the elimination of all such impediments to the
Option Closing and, (ii) the Option Closing Date specified in the Exercise
Notice shall be extended to the fifth business day following the elimination of
all such impediments. The place of the Option Closing shall be at the offices of
Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, Four Embarcadero Center, Xxx
Xxxxxxxxx, Xxxxxxxxxx 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 Payment and Delivery of Certificates. At any Option
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Closing, Parent shall pay to Stockholder the Option Consideration payable in
respect of the Subject Shares to be purchased from Stockholder at the Option
Closing, and Stockholder shall deliver to Parent such Subject Shares, free and
clear of all Liens, with
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the certificate or certificates evidencing such Subject Shares being duly
endorsed for transfer by Stockholder and accompanied by all powers of attorney
and/or other instruments necessary to convey valid and unencumbered title
thereto to Parent, and shall, to the extent permissible, assign to Parent
(pursuant to a written instrument in form and substance satisfactory to Parent)
all rights that Stockholder may have to require Company to register such Subject
Shares under the Securities Act. Transfer taxes, if any, imposed as a result of
the exercise of the Option shall be borne by Stockholder.
Section 2.4 Adjustment upon Changes in Capitalization, Etc. In the
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event of any change in the capital stock of Company by reason of a stock
dividend, split-up, merger, recapitalization, combination, exchange of shares,
extraordinary distribution or similar transaction, the type and number or amount
of shares, securities or other property subject to the Option, and the Option
Consideration payable therefor, shall be adjusted appropriately so that Parent
shall receive upon exercise of Option the type and number or amount of shares,
securities or property that Parent would have retained and/or been entitled to
receive in respect of the Subject Shares if the Option had been exercised
immediately prior to such event relating to Company or the record date therefor,
as applicable. The provisions of this Section 2.4 shall apply in a like manner
to successive stock dividends, split-ups, mergers, recapitalizations,
combinations, exchanges of shares or extraordinary distributions or similar
transactions.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
Section 3.1 Certain Representations and Warranties of Stockholder.
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Stockholder represents and warrants to Parent and Purchaser as follows:
(a) Ownership. Stockholder is the sole record and beneficial owner of
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622,000 Shares and has full and unrestricted power to dispose of and to vote
such Shares. Stockholder does not beneficially own any securities of Company on
the date hereof other than such Shares. Stockholder has sole voting power and
sole power to issue instructions with respect to the matters set forth in
Articles I and II hereof, sole power of disposition, sole power of conversion,
sole power to demand appraisal rights and sole power to agree to all of the
matters set forth in this Agreement, in each case
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with respect to all of the Subject Shares with no limitations, qualifications or
restrictions on such rights, subject to applicable securities laws and the terms
of this Agreement.
(b) Power and Authority; Execution and Delivery. Stockholder has all
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requisite legal capacity, power and authority to enter into this Agreement and
to consummate the transactions contemplated hereby. The execution and delivery
of this Agreement by Stockholder and the consummation by Stockholder of the
transactions contemplated hereby have been duly authorized by all necessary
action on the part of Stockholder. This Agreement has been duly executed and
delivered by Stockholder and, assuming that this Agreement constitutes the valid
and binding obligation of the other parties hereto, constitutes a valid and
binding obligation of Stockholder, enforceable against Stockholder in
accordance with its terms, subject to applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and similar laws affecting
creditors' rights and remedies generally and to general principles of equity.
(c) No Conflicts. The execution and delivery of this Agreement do
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not, and, subject to compliance with the HSR Act and securities laws, to the
extent applicable, the consummation of the transactions contemplated hereby and
compliance with the provisions hereof will not (i) conflict with or result in
any breach of any organizational documents applicable to Stockholder or (ii)
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 Stockholder, other
than any such conflicts, breaches, violations, defaults, obligations, rights or
losses that individually or in the aggregate would not (i) materially impair the
ability of Stockholder to perform Stockholder's obligations under this Agreement
or (ii) prevent or delay the consummation of any of the transactions
contemplated hereby.
(d) No Encumbrances. Except as applicable in connection with the
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transactions contemplated by Articles I and II hereof, the Subject Shares and
the certificates representing the Subject Shares are now, and at all times
during the term hereof will be, held by Stockholder, or by a nominee or
custodian for the benefit of Stockholder, free and clear of all liens, claims,
security interests, proxies, voting trusts or agreements, understandings or
arrangements or any other encumbrances whatsoever, except for any such
encumbrances or proxies arising hereunder or any such encumbrances not caused
or created by Stockholder.
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(e) No Finder's Fees. No broker, investment banker, financial advisor
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or other person is entitled to any broker's, finder's, financial adviser's or
other similar fee or commission in connection with the transactions contemplated
hereby based upon arrangements made by or on behalf of Stockholder.
Section 3.2 Representations and Warranties of Parent and Purchaser.
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Parent and Purchaser hereby represent and warrant to Stockholder that:
(a) Power and Authority; Execution and Delivery. Parent and Purchaser
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each has all requisite legal capacity, 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 Purchaser and the
consummation by Parent and Purchaser of the transactions contemplated hereby
have been duly authorized by all necessary corporate action on the part of
Parent and Purchaser. This Agreement has been duly executed and delivered by
Parent and Purchaser and, assuming that this Agreement constitutes the valid
and binding obligation of Stockholder, constitutes a valid and binding
obligation of Parent and Purchaser, enforceable against Parent and Purchaser in
accordance with its terms, subject to applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and similar laws affecting
creditors' rights and remedies generally and to general principles of equity.
(b) No Conflicts. The execution and delivery of this Agreement do
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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 hereof will not (i) conflict with or result in any breach of any
organizational documents applicable to Parent or Purchaser or (ii) 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, judgment, order,
injunction, decree, determination or award binding on Parent or Purchaser, 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 and Purchaser to perform their obligations under this Agreement or (ii)
prevent or delay the consummation of any of the transactions contemplated
hereby.
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(c) Purchase Not for Distribution. The Option and the Subject Shares
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to be acquired upon exercise of the Option are being and shall be acquired by
Parent without a view to public distribution thereof otherwise than in
compliance with the Securities Act and applicable state securities laws and
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.
ARTICLE IV
CERTAIN COVENANTS
Section 4.1 Certain Covenants of Stockholder.
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(a) Restriction on Transfer of Subject Shares, Proxies and
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Noninterference. During the period (the "Restricted Period") from and including
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the date hereof through and including the earlier of (i) the Effective Time and
(ii) the end of the Option Period, Stockholder shall not, directly or
indirectly: (A) except pursuant to the terms of this Agreement and except for
the tender of Subject Shares in the Offer, 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 the Subject Shares; (B) except
pursuant to the terms of this Agreement, grant any proxies (other than proxies
relating to the election of management's slate of directors at an annual
meeting of Company's stockholders, and other routine matters which would not
require the filing of a preliminary proxy statement under Rule 14a-6(a) of the
Exchange Act), or powers of attorney, deposit any of the Subject Shares into a
voting trust or enter into a voting agreement with respect to any of the Subject
Shares; or (C) take any action that would make any representation or warranty
contained herein untrue or incorrect or have the effect of impairing the ability
of Stockholder to perform Stockholder's obligations under this Agreement or
preventing or delaying the consummation of any of the transactions contemplated
hereby or by the Merger Agreement.
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(b) Cooperation. Stockholder, in the capacity as a stockholder, shall
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cooperate fully with Parent, Purchaser and Company in connection with their
respective efforts to fulfill the conditions to the Merger set forth in Article
VII of the Merger Agreement.
(c) Releases. Stockholder hereby fully, unconditionally and
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irrevocably releases, effective as of the Effective Time, any and all claims and
causes of action that Stockholder has or may have against Company or any of its
Subsidiaries or any present or former director, officer, employee or agent of
Company or any of its Subsidiaries (collectively, the "Released Parties")
arising or resulting from or relating to any alleged breach of fiduciary duty by
any officer or director of the Company occurring prior to the Effective Time;
provided, however, that such release shall not apply to any currently effective
contract or agreement between Stockholder and Company (the "Existing Contracts")
or any claim or cause of action arising therefrom.
(d) No Solicitation. Stockholder shall not, in the capacity as a
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stockholder, respond to any inquiries or the making of any proposal by any
person or entity (other than Parent or any affiliate of Parent) concerning any
business combination merger, tender offer, exchange offer, sale of assets, sale
of shares of capital stock or debt securities or similar transactions involving
Company or any Subsidiary, division or operating or principal business unit of
Company. If Stockholder, in the capacity as a Stockholder, receives any such
inquiry or proposal, then Stockholder shall promptly inform Parent of the
existence thereof. Stockholder, in the capacity as a Stockholder, will
immediately cease and cause to be terminated any existing activities,
discussions or negotiations with any parties conducted heretofore with respect
to any of the foregoing.
(e) Reliance by Parent. Stockholder understands and acknowledges that
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Parent and Purchaser are entering into, the Merger Agreement in reliance upon
Stockholder's execution and delivery of this Agreement.
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ARTICLE V
MISCELLANEOUS
Section 5.1 Fees and Expenses. Each party hereto shall pay its own
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expenses incident to preparing for, entering into and carrying out this
Agreement and the consummation of the transactions contemplated hereby.
Section 5.2 Amendment; Termination. This Agreement may not be
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amended except by an instrument in writing signed on behalf of each of the
parties hereto. This Agreement and the proxies granted pursuant to Section 1.2
shall terminate at the end of the Option Period.
Section 5.3 Extension; Waiver. Any agreement on the part of a party
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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 Entire Agreement; No Third-Party Beneficiaries. This
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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; provided, however, that the
provisions of Section 4.1(c) are intended to inure to the benefit of, and to be
enforceable by, the Released Parties. This Agreement shall not affect or in any
way amend any of the Existing Contracts.
Section 5.5 Governing Law. This Agreement shall be governed by, and
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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 5.6 Notices. All notices, requests, claims, demands and
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other communications under this Agreement shall be in writing and shall be
deemed given if delivered personally, or sent by overnight courier or telecopy
(providing proof of delivery) to the address set forth below (or, in each case,
at such other address as shall be specified by like notice).
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If to Parent or Purchaser:
Sterling Software, Inc.
000 Xxxxxxxx Xxxxx
Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Xxx X. XxXxxxxxx, Xx., Esq.
Telecopy: (000) 000-0000
with a copy (which shall not constitute notice) to:
Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxx, Esq.
Telecopy: (000) 000-0000
If to Stockholder:
Cisco Systems, Inc.
000 Xxxx Xxxxxx Xxxxx
Xxx Xxxx, XX 00000-0000
Attention: Vice President, Legal and Government
Affairs
Telecopy: (000) 000-0000
with a copy (which shall not constitute notice) to:
Xxxxxxx, Xxxxxxx & Xxxxxxxx LLP
0000 Xxxx Xxxx
Xxx Xxxxxxxxxxx Xxxxx
Xxxx Xxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxx, Esq.
Telecopy: (000) 000-0000
Section 5.7 Assignment. Neither this Agreement nor any of the
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rights, interests, or obligations under this Agreement may be assigned or
delegated, in whole or in part, by 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 and Purchaser hereunder, may be assigned or delegated,
in whole or in part, by Parent and Purchaser
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without the consent of or any action by Stockholder upon notice by
Parent or Purchaser to 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
(including without limitation any person to whom any Subject Shares are sold,
transferred, assigned or passed, whether by operation of law or otherwise).
Section 5.8 Confidentiality. Stockholder recognizes that successful
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consummation of the transactions contemplated by this Agreement may be dependent
upon confidentiality with respect to the matters referred to herein. In this
connection, pending public disclosure thereof, Stockholder hereby agrees not to
disclose or discuss such matters with anyone not a party to this Agreement
(other than its counsel and advisors, if any) without the prior written consent
of Parent, except for filings required pursuant to the Exchange Act and the
rules and regulations thereunder or disclosures its counsel advises are
necessary in order to fulfill its obligations imposed by law, in which event
Stockholder shall give notice of such disclosure to Parent as promptly as
practicable so as to enable Parent to seek a protective order from a court of
competent jurisdiction with respect thereto.
Section 5.9 Further Assurances. Stockholder shall execute and
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deliver such other documents and instruments and take such further actions as
may be necessary or appropriate or as may be reasonably requested by Parent or
Purchaser in order to ensure that Parent and Purchaser receive the full benefit
of this Agreement.
Section 5.10 Enforcement. Irreparable damage would occur in the event
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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
hereby, (ii) shall not attempt to deny or defeat such personal jurisdiction by
motion or other request for
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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
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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 Descriptive Headings. The descriptive headings used
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herein are inserted for convenience of reference only and are not intended to be
part of or to affect the meaning or interpretation of this Agreement.
Section 5.13 Counterparts. This Agreement may be executed in one or
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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.
STERLING SOFTWARE, INC.
By: /s/ Xxx X. XxXxxxxxx, Xx.
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Name: Xxx X. XxXxxxxxx, Xx.
Title: Senior Vice President
STERLING SOFTWARE (SOUTHWEST), INC.
By: /s/ Xxx X. XxXxxxxxx, Xx.
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Name: Xxx X. XxXxxxxxx, Xx.
Title: Vice President
CISCO SYSTEMS, INC.
By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
Title: Vice President and
Corporate Controller
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