EXHIBIT 10.1
AMENDED AND RESTATED
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SHAREHOLDERS' VOTING AGREEMENT
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THIS AMENDED AND RESTATED SHAREHOLDERS' VOTING AGREEMENT (the "Agreement")
is made and entered into as of the 1st day of September, 1995, by and between
Xxxxxx X. XxXxxx, a Georgia resident (hereinafter referred to as "XxXxxx" or the
"Trustee"); and those holders of the common stock of SQL Financials
International, Inc. (the "Corporation") as shown on the signature page hereto
(the "Shareholder" or "Shareholders"), and amends and restates the Shareholders'
Voting Agreement among the Shareholders dated December 4, 1991, as amended.
W I T N E S S E T H :
WHEREAS, the Corporation is a Delaware corporation; and
WHEREAS, as of the date hereof the Shareholders own all of the outstanding
common stock of the Corporation (the "Common Stock" which term shall be deemed
to include all shares of Common Stock hereafter issued to the Shareholders by
the Corporation during the term hereof); and
WHEREAS, the Shareholders have entered into a Shareholders' Voting
Agreement as of December 4, 1991, in order to provide for restrictions on the
voting of the Shareholders' Common Stock and desire to amend such agreement and
deem it to be in the best interest of the Shareholders and the Corporation to
have the Common Stock voted during the term of this Agreement by the Trustee.
NOW, THEREFORE, for and in consideration of the mutual covenants contained
herein and other valuable consideration, the receipt and sufficiency of which is
hereby acknowledged by the parties hereto, the parties do hereby agree as
follows:
1. TERM OF AGREEMENT. This Agreement shall terminate on the earlier of
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(i) ten (10) years from the date first above written and (ii) the closing of the
Corporation's initial public offering pursuant to a registration statement filed
with the Securities and Exchange Commission.
2. VOTING OF SHARES. For the term of this Agreement, the Shareholders
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hereby irrevocably appoint XxXxxx as their attorney-in-fact and the Trustee to
vote all of the shares of Common Stock owned by each of them at all meetings of
the Shareholders of the Corporation, and at any other time or occasion
(including Shareholder votes by consent) in which a vote of the Common Stock of
the Corporation is necessary, convenient, or appropriate (hereinafter
"Shareholder Meetings").
3. AUTHORITY OF TRUSTEE. The Shareholders hereby agree that during the
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term of this Agreement the Trustee shall have their irrevocable proxy and the
full power and authority to act for the Shareholders at any Shareholder
Meetings, or other occasion or occasions, in voting upon any business of the
Corporation, and in the transaction of any business necessary or incidental to
the carrying on of any corporate activities, including matters affecting
shareholder rights, privileges and powers.
4. ENDORSEMENT OF STOCK CERTIFICATES. All certificates representing
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shares of Common Stock subject to this Agreement shall bear the conspicuous
legend in substantially the following form:
The shares represented by this Certificate are subject to
restrictions on voting contained in that certain Shareholders' Voting
Agreement dated December 4, 1991, as amended (the "Agree ment"),
among the Shareholders (as defined therein) and may not be voted
except in accordance therewith. Copies of the Agreement are on file
at the offices of the Corporation and may be obtained without charge
upon written request to the President of the Corporation.
5. NOTICE PROVISION. All notices, waivers and other acts and
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communications under this Agreement shall be in writing and shall be deemed to
have been duly given when delivered in person, delivered by overnight courier
service, or mailed by first class mail, postage prepaid, and addressed as
follows:
If to a Shareholder:
To the address shown on the books and records of the
Corporation
If to Xxxxxx X. XxXxxx:
Xxxxxx X. XxXxxx
c/o SQL Financials International, Inc.
Xxx Xxxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
Except as otherwise provided in this Agreement, notice shall be deemed given on
the date of hand delivery, delivery to an overnight courier service, or mailing.
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6. MISCELLANEOUS PROVISIONS.
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(a) This instrument contains the entire agreement among the parties
and supersedes all prior oral or written agreements, commitments or
understandings with respect to the matters provided for herein, and no
modification shall be binding upon a party affected unless set forth in writing
and duly executed by the party affected.
(b) Each of the Shareholders represents and warrants that he is the
sole owner of the number of shares of Common Stock set forth opposite his name
on Exhibit "A" hereto, evidenced by the certificate number or numbers shown
immediately after such number of shares (which Exhibit "A" shall be replaced by
the Trustee upon receipt of written notification of any change in ownership of
the Common Stock), that all of such shares are free and clear of all liens,
claims, charges, security interests or encumbrances of any kind, except for the
restrictions set forth in the Corporation's Shareholders' Agreement, and that he
has the right and lawful authority to enter into this Agreement. In addition,
each of the Shareholders covenants and agrees that he shall not sell, transfer,
pledge, assign, hypothecate or in any way encumber any shares of Common Stock
owned by him, except as permitted by the Shareholders' Agreement, and that any
additional shares issued to such Shareholders shall be subject to this
Agreement.
(c) All of the covenants and agreements in this Agreement by or on
behalf of any of the parties hereto shall bind and inure to the benefit of their
respective heirs, guardians, personal and legal representatives, successors and
assigns.
(d) This Agreement shall be construed and enforced in accordance with,
and the rights of the parties shall be governed by, the laws of the State of
Delaware.
(e) In the event that one or more of the provisions of this Agreement
shall be invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein shall
not in any way be affected or impaired thereby.
(f) The descriptive headings of the several sections and paragraphs of
this Agreement are inserted for convenience only and do not constitute a part of
this Agreement.
(g) Unless the context otherwise requires, whenever used in this
Agreement, the singular shall include the plural, the plural shall include the
singular, and the masculine gender shall include the neuter and feminine gender,
and vice versa.
(h) This Agreement may be executed in counterparts, each of which
shall be an original, but all of which shall together constitute one document.
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IN WITNESS WHEREOF, the parties have hereunto set their hands and
seals and acknowledged this Agreement as of the date first above written.
SHAREHOLDERS:
/s/ Xxxxx X. Xxxxx /s/ Xxxxxxxx Xxxxxx Xxxxxxxxxx
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XXXXX X. XXXXX XXXXXXXX XXXXXX XXXXXXXXXX
/s/ Xxxxx X. Xxxxxxxxxxx /s/ Xxxxxx X. XxXxxx
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XXXXX X. XXXXXXXXXXX XXXXXX X. XxXXXX
/s/ Xxx X. Xxxxx /s/ Xxxx X. XxXxxxxx
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XXX X. XXXXX XXXX X. XxXXXXXX
/s/ Xxxxxx X. Xxxxxx /s/ Xxxxxx X. XxXxxxxx
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XXXXXX X. XXXXXX XXXXXX X. XxXXXXXX
/s/ Xxxxxx X. House /s/ Xxxx Xxxxxxxxxxx Xxxxxx, Xx.
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XXXXXX X. HOUSE XXXX XXXXXXXXXXX XXXXXX, XX.
/s/ Xxxxxxx X. Xxxxxxx /s/ Xxxxxx X. Xxxxx, Xx.
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XXXXXXX X. XXXXXXX XXXXXX X. XXXXX, XX.
TECHNOLOGY VENTURES, L.L.C.
BY: /s/ Xxxxxx X. XxXxxx
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XXXXXX X. XxXXXX, Manager
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As of September 1, 1995
EXHIBIT "A"
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Name Number of Shares
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Xxxxx X. Xxxxx 10,167
Xxxxx X. Xxxxxxxxxxx 24,400
Xxx X. Xxxxx 1,200
Xxxxxx X. Xxxxxx 1,200
Xxxxxx X. House 50,833
Xxxxxxx X. Xxxxxxx 1,200
Xxxxxxxx Xxxxxx Xxxxxxxxxx 24,400
Xxxxxx X. XxXxxx 216,000
Xxxx X. XxXxxxxx 107,767
Xxxxxx X. XxXxxxxx 107,767
Xxxx Xxxxxxxxxxx Xxxxxx, Xx. 24,400
Xxxxxx X. Xxxxx, Xx. 40,666
Technology Ventures, L.L.C. 300,000
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