Exhibit 10.25
SHAREHOLDER AGREEMENT
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THIS IS A SHAREHOLDER AGREEMENT (the "Agreement") made and dated as of
April 12, 2000 by and:
between: GREENWICH TECHNOLOGY PARTNERS, INC., a Delaware corporation (the
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"Corporation");
and: Xxxxxxx Xxxxxx as a holder of shares of common stock of the
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Corporation (the "Shareholder").
The Corporation and the Shareholder agree as follows:
1. DEFINITIONS. As used in this Agreement, each of the following terms
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is used as follows:
"Affiliate": With respect to any particular Person, any other Person
directly or indirectly controlling, controlled by or under common control with
such Person or as otherwise defined in Rule 501 promulgated under the Securities
Act of 1933, as amended.
"Dispose": To make a Disposition.
"Disposition": A gift, sale, assignment, transfer, pledge,
encumbrance, or any other transfer, voluntary or involuntary, of an interest in
the Shares, including transfers effected by operation of laws.
"Liens": All liens, security interests, pledges, mortgages,
encumbrances, claims, charges, agreements and rights of others of any nature
whatsoever.
"Offeror": A Shareholder desiring to Dispose of all or any part of
his Shares (other than to a Permitted Transferee).
"Permitted Transferees": With respect to any Disposition of Shares by
the Shareholder: (a) the spouse, children or descendants of such Shareholder;
(b) any trust for the exclusive benefit of such Shareholder or one or more of
the individuals listed in clause (a); (c) any Person in which all of the
beneficial equity interests are owned by any one or more of such Shareholder or
the individuals and/or trusts listed in clauses (a), and (b); and (d) any
Affiliate.
"Person": Any natural person, corporation, partnership (general,
limited or otherwise), limited liability company, trust, association, joint
venture, governmental body or agency or other entity having legal status of any
kind.
"Shares": Issued and outstanding shares of capital stock of the
Corporation.
2. PURPOSE AND BACKGROUND. The Shareholder is a party to a certain
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Agreement and Plan of Merger and Reorganization dated of even date (the "Merger
Agreement") pursuant to which he has received, or is receiving, certain Shares
from the Corporation in a merger (the "Merger"). The Shareholder believes that
his best interest and those of the Corporation will be served by preserving
harmony and continuity with respect to the management and capital stock of the
Corporation, and that these goals can best be obtained by imposing restrictions
on the Disposition of the Shares as provided in this Agreement.
3. RESTRICTION ON DISPOSITION.
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3.1. General Restriction. Except for Dispositions to Permitted
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Transferees or as otherwise provided in this Agreement, Shareholder shall not at
any time Dispose of all or any part of the Shareholder's Shares except in
compliance with Section 4 of this Agreement.
3.2. Exception for Permitted Transferees. Notwithstanding anything
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to the contrary contained in this Agreement, Shareholder may Dispose of all or
any portion of his Shares to a Permitted Transferee without complying with the
provisions of Section 4. If Shareholder Disposes of all or any portion of his
Shares to a Permitted Transferee, the Permitted Transferee shall succeed to all
of the rights and benefits, and be subject to all of the restrictions under this
Agreement, applicable to the Shareholder from whom the Permitted Transferee
receives his Shares. If Shareholder makes a Disposition to a Permitted
Transferee of his Shares, such Shareholder's Permitted Transferee(s) shall also
be required to Dispose of his or its Shares on the same terms and conditions. In
the event of a Disposition to a Permitted Transferee, each reference in this
Agreement to the Shareholder making such Disposition shall also include each
Permitted Transferee of the Shareholder.
4. GENERAL PROCEDURES ON DISPOSITIONS.
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4.1. Restrictions. Notwithstanding anything to the contrary
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contained herein, the Shareholder may not dispose of any of the Shares received
by him in the Merger for the period April 11, 2000 to April 10, 2001. During the
period from April 11, 2001 to April 10, 2002, the Shareholder may not Dispose of
more than 30% of the Shares received by him in the Merger. After April 10, 2002,
and subject to applicable state and federal securities laws and, if this
Agreement has not been terminated pursuant to Section 7 hereof, other
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restrictions contained in this Section 4, this Agreement will not prohibit the
Shareholder from disposing of any of the Shares received by him in the Merger.
4.2. Sale Right. Subject to Section 4.1, if the Shareholder desires
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to sell all or any part of his Shares then held or owned beneficially by him
(other than to a Permitted Transferee), then the Offeror shall offer all, but
not less than all, of the Offeror's Shares for sale in accordance with the
remaining provisions of this Section 4 and the Offeror shall not have the right
to make any Disposition of the Offeror's Shares, except in accordance with the
remaining provisions of this Section 4.
4.3. Bona Fide Offer. If the Offeror receives from any Person (a
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"Bona Fide Offeror") a bona fide offer in writing (the "Bona Fide Offer") to
purchase all or any of the Offeror's Shares, then the Offeror shall give to the
Corporation a notice (the "Bona Fide Offer Notice") to which shall be annexed a
copy of the Bona Fide Offer containing the material terms and conditions of the
Bona Fide Offer.
4.3.1. The Bona Fide Offer Notice shall constitute an offer
(the "Offer") on the part of the Offeror to sell to the Corporation all of the
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Shares owned by the Offeror and shall fix a date and time by which the
Corporation must notify the Offeror of its intent to purchase the Shares owned
by such Offeror, which date shall not be less than 10 days nor more than 30 days
after the Bona Fide Offer Notice is given.
4.3.2. If the Corporation desires to accept the Offer, an
officer of the Corporation shall sign and deliver an acknowledgment setting
forth its desire to accept the Offer as to all of the Shares. Any such
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acknowledgment shall constitute an acceptance of the Offer as to all of the
Shares.
4.3.3. If the Offer is accepted as to any of the Offeror's
Shares, the Corporation shall set a date, time and place when the purchase and
sale of the Shares shall be consummated (the "Offer Closing"), which date shall
not be less than 10 days nor more than 30 days after the date set forth in
Section 4.3.1 above. The Corporation shall be bound to purchase and the Offeror
shall be obligated to sell the Offeror's Shares at the Offer Closing.
4.3.4. At the Offer Closing, the Offeror shall deliver all
documents which counsel for the Corporation reasonably deems necessary or
advisable in order to accomplish a complete transfer of the Shares to the
Corporation free and clear of all Liens, and the Corporation shall deliver to
the Offeror the purchase price for the Shares set forth in the Bona Fide Offer
Notice for the number of Share to be purchased by the Corporation in accordance
with the terms set forth in the Bona Fide Offer Notice.
4.4. Failure to Exercise Right. If the Bona Fide Offer Notice shall
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not be timely accepted as provided in Section 4.3.1 and therefore expires, then
the Offeror may sell his or its Shares to the Bona Fide Offeror within 60 days
from the date of the date set forth in Section 4.3.1 hereof upon the terms and
conditions set forth in the Bona Fide Offer. If the Offeror does not consummate
the sale of his or its Shares to the Bona Fide Offeror on such terms and
conditions within such 60-day period, the Offeror shall again be required to
comply with all of the provisions of this Section 4.
4.5. Agreement to be Bound. Any Bona Fide Offeror who purchases
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Shares pursuant to Section 4 or otherwise becomes the owner of the Shares shall
be deemed to have consented to his Shares being subject to and governed by the
terms of this Agreement and shall have all of the rights and obligations of a
Shareholder under this Agreement from the date of his or its purchase.
4.6. "Market Stand-Off" Agreement. Shareholder hereby agrees that he
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shall not, to the extent requested by the Corporation or an underwriter of
securities of the Corporation, sell or otherwise transfer or dispose of any
Shares for up to 180 days following the date of the final prospectus in
connection with a registration statement of the Corporation filed under the
Securities Act in connection with its Initial Public Offering. The provisions of
this Section 4.6 shall be binding upon any transferee or assignee of any Shares.
5. LEGENDS ON STOCK CERTIFICATES. All stock certificates currently
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outstanding or issued to Shareholder after the date of this Agreement shall be
legended substantially as follows:
THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO AND ARE TRANSFERABLE ONLY IN COMPLIANCE WITH
THE SHAREHOLDER'S AGREEMENT DATED AS OF APRIL 12, 2000
MADE BY AND AMONG THE CORPORATION AND CERTAIN OF ITS
STOCKHOLDERS, A COPY OF WHICH IS ON FILE AT THE
PRINCIPAL OFFICE OF THE CORPORATION
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL
SUCH SHARES ARE REGISTERED UNDER SUCH ACT OR AN OPINION
OF COUNSEL SATISFACTORY TO THE COMPANY IS OBTAINED TO
THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.
6. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER. Shareholder makes
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the following representations and warranties to the Corporation:
6.1. Organization and Authority. Shareholder has full power and
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authority to enter into this Agreement and to perform his obligations under this
Agreement. This Agreement is the legal, valid and binding obligation of
Shareholder, duly enforceable against Shareholder in accordance with its terms.
6.2. No Conflict or Violation. Neither the execution and delivery of
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this Agreement by Shareholder nor the performance by Shareholder of the
transactions contemplated by this Agreement will result in: (i) a violation of
any laws or any order to which Shareholder is subject; or (ii) a breach or
default under any mortgage, indenture, deed of trust, real property or personal
property lease, license, contract or other agreement to which Shareholder is
subject.
6.3. Consents and Approvals. The execution, delivery and performance
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by Shareholder of this Agreement and the transactions contemplated by this
Agreement do not require the consent, approval or authorization of, or any
declaration, filing, registration or notice with or to any governmental or
regulatory authority, or any other Person.
7. TERMINATION. This Agreement shall (i) automatically terminate
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in its entirety if there occurs: (A) a sale of all or substantially all of the
assets of the Corporation; (B) there is a merger or consolidation of the
Corporation as a result of which the Corporation's stockholders own less than a
majority of the outstanding voting capital stock of the surviving corporation;
or (C) there is a dissolution or liquidation of the Corporation; (ii)
automatically terminate in its entirety other than with respect to Sections 4.1
and 4.6 hereof if there occurs the closing of a firmly underwritten public
offering pursuant to an effective registration statement under the Securities
Act; or (iii) terminate upon the written agreement of the parties hereto.
8. MISCELLANEOUS.
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8.1. Notices. All notices, requests, demands or other communications
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which are required or may be given pursuant to the terms of this Agreement will
be in writing and will be deemed to have been duly given: (i) on the date of
delivery if personally delivered by hand, (ii) upon the third day after such
notice is deposited in the United States mail, if mailed by registered or
certified mail, postage prepaid, return receipt requested, (iii) upon the date
scheduled for delivery after such notice is sent by a nationally recognized
overnight express courier or (iv) by fax upon written confirmation (including
the automatic confirmation that is received from the recipient's fax machine) of
receipt by the recipient of such notice:
If to the Corporation: Greenwich Technology Partners, Inc.
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000 Xxxx Xxxxxx
Xxxxx Xxxxxx, Xxx Xxxx 00000
Attention: Chief Executive Officer
With copies to:
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Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP
000 Xxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxx, Esq.
Fax No.: (000) 000-0000
If to Shareholder:
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Xxxxxxx Xxxxxx
00 Xxxxxxxx Xxxx
Xxxxxxx, XX 00000
With copies to:
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Xxxx Xxxxxxx, LLC
Xxxx Centre IV
00 X Xxxxxxx Xxxx
Xxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxx, Esq.
Fax No.: (000) 000-0000
Such addresses may be changed, from time to time, by means of a notice
given in the manner provided in this Section 8.
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8.2. Amendment; Waiver. None of the provisions of this Agreement
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may be changed, modified, waived or cancelled orally or otherwise except in
writing, signed by the Corporation and the Shareholder.
8.3. Binding Effect; Assignment. This Agreement is binding on the
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Corporation and the Shareholder and their respective heirs, personal
representatives and successors in interest.
8.4. Entire Agreement. This written Agreement embodies the entire
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understanding among parties with respect to the Shares. There are no binding
agreements or understandings among the parties with respect to the Shares other
than as contemplated by the Merger Agreement or as expressly set forth in this
Agreement.
8.5. Interpretation; Construction.
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8.5.1. The terms of this Agreement have been fully negotiated by
the parties in consultation with counsel, and the wording of this Agreement has
been arrived at by all of them as a result of their joint discussions.
Accordingly, no provision of this Agreement shall be construed against a
particular party or in favor of another party merely because of which party (or
its representative) drafted or supplied the wording for such provision.
8.5.2. Except where otherwise noted in context, all references
to "Sections" shall be deemed to refer to the sections or subsections, as
appropriate, exhibits or schedules of this Agreement.
8.5.3. Section headings appearing in this Agreement are inserted
solely as reference aids for the ease and convenience of the reader; they shall
not be deemed to modify, limit or define the scope or substance of the
provisions they introduce, nor shall they be used in construing the intent or
effect of such provisions.
8.5.4. Where the context requires: (i) use of the singular or
plural incorporates the other, and (ii) pronouns and modifiers in the masculine,
feminine or neuter gender shall be deemed to refer to or include the other
genders.
8.5.5. As used in this Agreement, the terms "include(s)" and
"including" mean "including but not limited to"; that is, in each case the
example or
enumeration which follows the use of either term is illustrative but not
exclusive or exhaustive.
8.6. Multiple Counterparts. This Agreement may be signed
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in one or more counterparts, all of which shall be considered one and the same
agreement and shall become effective when each of the parties has signed and
delivered a counterpart to the other.
8.7. Governing Law. This Agreement shall be governed by and
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interpreted according to the laws of Delaware, but without giving effect to
any Delaware choice of law provisions which might otherwise make the Laws of a
different jurisdiction govern or apply.
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IN WITNESS WHEREOF, the Corporation and the Shareholder have executed this
Agreement as of the day and year first above written.
THE CORPORATION: SHAREHOLDER:
GREENWICH TECHNOLOGY
PARTNERS, INC.
Address: 000 Xxxx Xxxxxx
Xxxxx Xxxxxx, XX 00000
By:/s/Xxxxxx Xxxxxxxx /s/Xxxxxxx Xxxxxx
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Xxxxxx Xxxxxxxx Xxxxxxx Xxxxxx
President and Chief Executive Address:
Officer
