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EXHIBIT 10.8
GLOBAL RESERVATION SYSTEMS, INC.
SHAREHOLDERS' RIGHTS AGREEMENT
JUNE 15,1999
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SHAREHOLDERS' RIGHTS AGREEMENT
THIS SHAREHOLDERS' RIGHTS AGREEMENT (the "Agreement") is entered into
as of this 15th day of June, 1999 by and among Global Reservation Systems, Inc.,
a California corporation (the "Company"), Precision Response Corporation, a
Florida corporation (the "Investor") and those holders of the Company's common
stock, no par value per share (the "Common Stock") listed on EXHIBIT A attached
hereto (together with the Investor, the "Shareholders").
RECITALS
WHEREAS, in connection with the Company's issuance of Common Stock
pursuant to the Securities Purchase Agreement, dated of even date herewith (the
"Securities Purchase Agreement"), the Company and the Investor have agreed to
enter into this Shareholders' Rights Agreement;
NOW THEREFORE, in consideration of the mutual agreements, covenants and
conditions contained herein, the Company and each of the Shareholders hereby
agree as follows:
SECTION 1
RESTRICTIONS ON TRANSFERABILITY
1.1 CERTAIN DEFINITIONS. All capitalized terms used herein and not
defined below shall have the meanings set forth in the Securities Purchase
Agreement. The following terms shall have the following respective meanings:
"AFFILIATE" shall mean, with respect to any Person, any of (a)
a director or executive officer of such Person, (b) a spouse, parent, sibling or
descendant of such Person (or spouse, parent, sibling or descendant of any
director or executive officer of such Person) and (c) any other Person that,
directly or indirectly, controls or is controlled by or is under common control
with such Person, including, without limitation, investment partnerships or
funds that are sponsored, managed or controlled, directly or indirectly, by such
Person or its Affiliates. For the purpose of
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this definition, "control" (including with correlative meanings, the terms
"controlling," "controlled by" and "under common control with"), as used with
respect to any Person, shall mean the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of such
Person, whether through the ownership of voting securities or by contract or
agency or otherwise.
"COMMISSION" shall mean the Securities and Exchange Commission
or any other federal agency at the time administering the Securities Act.
"CONVERSION SHARES" shall mean the Common Stock issued or
issuable upon conversion of the Warrants. The Conversion Shares shall not be
deemed to be Shares (as defined below) for purposes of this Agreement.
"ENHANCEMENT" means any addition or modification to the
Proprietary Software that adds new features or functionality or improves the
performance of the Proprietary Software.
"ESCROW DEPOSIT" has the meaning set forth in Section 5.4
hereof.
"ESCROW AGENT" has the meaning set forth in Section 5.4
hereof.
"EXCHANGE ACT" shall mean the Securities Exchange Act of 1934,
as amended, or any similar federal statute and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.
"PERSON" means an individual, a partnership, a joint venture,
a corporation, a limited liability company, a trust, an unincorporated
organization or a government or any department or agency thereof.
"PROPRIETARY SOFTWARE" has the meaning set forth in the
Securities Purchase Agreement.
"RESTRICTED SECURITIES" shall mean the securities of the
Company required to bear the legend referred to by the Securities Act as set
forth in Section 1.3 hereof.
"SECURITIES ACT" shall mean the Securities Act of 1933, as
amended, or any similar federal statute and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.
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"SHARES" shall mean the shares of Common Stock sold pursuant
to the Stock Purchase Agreement.
"SOURCE CODE" means a human-readable, non-executable set of
instructions for a computer program which can be compiled into object or
run-time code, from which it may be possible, together with related source
materials and documentation, to discern the logic, algorithms, internal
structure and operating feature design characteristics of such computer program
and which when compiled or otherwise processed will run on its designated
platform.
"UPGRADE" means any modification, revision or addition to the
Proprietary Software that supports new versions or releases of the operating
systems, platforms or applications with which the Proprietary Software is
designed to operate or, in the case of later developed operating systems,
platforms or applications, with which the Proprietary Software may reasonably be
expected to operate.
"WARRANT" shall mean the warrant issued to the Investor
pursuant to the Common Stock Purchase Warrant to purchase 3,000,000 shares of
Common Stock.
1.2 RESTRICTIONS. The Shares and the Conversion Shares shall not be
sold, assigned, transferred or pledged except upon the conditions specified in
this Agreement, which conditions are intended to ensure compliance with the
provisions of the Securities Act. Each Shareholder will cause any proposed
purchaser, assignee, transferee or pledgee of the Shares and the Conversion
Shares to agree to take and hold such securities subject to the provisions and
upon the conditions specified in this Agreement.
1.3 RESTRICTIVE LEGEND. Each certificate representing (i) the Shares,
(ii) the Conversion Shares, and (iii) any other securities issued in respect of
the securities referenced in clauses (i) and (ii) upon any stock split, stock
dividend, recapitalization, merger, consolidation or similar event, shall
(unless otherwise permitted by the provisions of Section 1.4 below) be stamped
or otherwise imprinted with legends in the following form (in addition to any
legend required under applicable state securities laws):
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE
BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH
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SHARES MAY NOT BE SOLD, TRANSFERRED OR PLEDGED IN THE ABSENCE
OF SUCH REGISTRATION OR UNLESS THE COMPANY RECEIVES AN OPINION
OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) REASONABLY
ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT
FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF
SAID ACT."
"THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED
ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE
COMPANY AND THE SHAREHOLDERS, A COPY OF WHICH IS ON FILE WITH
THE SECRETARY OF THE COMPANY."
Each Shareholder consents to the Company making a notation on
its records and giving instructions to any transfer agent of the Restricted
Securities in order to implement the restrictions on transfer established in
this Section 1.
1.4 NOTICE OF PROPOSED TRANSFERS. The holder of each certificate
representing Restricted Securities, by acceptance thereof, agrees to comply in
all respects with the provisions of this Section 1. Prior to any proposed sale,
assignment, transfer or pledge of any Restricted Securities, unless there is in
effect a registration statement under the Securities Act covering the proposed
transfer, the holder thereof shall give written notice to the Company of such
holder's intention to effect such transfer, sale, assignment or pledge. Each
such notice shall describe the manner and circumstances of the proposed
transfer, sale, assignment or pledge in sufficient detail, and shall be
accompanied at such holder's expense by either (i) a written opinion of legal
counsel who shall be, and whose legal opinion shall be, reasonably satisfactory
to the Company, addressed to the Company, to the effect that the proposed
transfer of the Restricted Securities may be effected without registration under
the Securities Act, or (ii) a "no action" letter from the Commission to the
effect that the transfer of such securities without registration will not result
in a recommendation by the staff of the Commission that action be taken with
respect thereto, or (iii) any other evidence reasonably satisfactory to counsel
to the Company, whereupon the holder of such Restricted Securities shall be
entitled to transfer such Restricted Securities in accordance with the terms of
the notice delivered by the holder to the Company. The Company will not require
such a legal opinion or "no action" letter (a) in any transaction in compliance
with Rule 144, (b) in any transaction in which a Shareholder which is a
corporation distributes Restricted Securities to
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its majority-owned subsidiaries or affiliates, or (c) in any transaction in
which a Shareholder which is a partnership distributes Restricted Securities to
partners; provided that each transferee in the case of clauses (b) or (c) agrees
in writing to be subject to the terms of this Section 1.4. Each certificate
evidencing the Restricted Securities transferred as above provided shall bear,
except if such transfer is made pursuant to Rule 144, the appropriate
restrictive legends referring to the Securities Act set forth in Section 1.3
above, except that such certificate shall not bear such restrictive legend if,
in the opinion of counsel for such holder and the Company, such legend is not
required in order to establish compliance with any provisions of the Securities
Act.
SECTION 2
RIGHT OF FIRST OFFER
2.1 INVESTORS' RIGHT OF FIRST OFFER.
(a) RIGHT OF FIRST OFFER. Subject to the terms and conditions
contained in this Section 2.1, the Company hereby grants to the Investor the
right of first offer to purchase its Pro Rata Portion of any New Securities (as
defined in subsection 2.1 (b)) which the Company may, from time to time, propose
to sell and issue. An Investor's "Pro Rata Portion" for purposes of this Section
2.1 is the ratio that (x) the sum of the number of shares of the Company's
Common Stock then held by such Investor and the number of shares of the
Company's Common Stock issuable upon exercise of the Warrants then held by such
Investor bears to (y) the sum of (i) the total number of shares of Company's
Common Stock then outstanding, (ii) the number of shares of the Company's Common
Stock issuable upon exercise of the Warrants then held by such Investor and
(iii) the number of shares of the Company's Common Stock issuable as Reserved
Securities (as defined in 2.1(b) below).
(b) DEFINITION OF NEW SECURITIES. Except as set forth below,
"New Securities" shall mean any shares of capital stock of the Company,
including Common Stock and preferred stock, whether authorized or not, and
rights, options or warrants to purchase said shares of Common Stock or preferred
stock, and securities of any type whatsoever that are, or may become,
convertible into said shares of Common Stock or preferred stock. Notwithstanding
the foregoing, "New Securities" does not include (i) the Shares or the
Conversion Shares, (ii) shares of Common Stock issuable pursuant to the
currently outstanding options issued pursuant to the
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Company's 1999 Equity Incentive Plan or (iii) the 2,900,000 shares of Common
Stock currently reserved by the Company in connection with the issuance of
options (the "Future Options") (the shares issuable pursuant to (ii) or (iii),
the "Reserved Securities").
(c) NOTICE OF RIGHT. In the event the Company proposes to
undertake an issuance of New Securities, it shall give the Investor written
notice of its intention, describing the type of New Securities and the price and
terms upon which the Company proposes to issue the same. The Investor shall have
fifteen (15) days from the date of receipt of any such notice to agree to
purchase shares of such New Securities (up to the amount referred to in
subsection 2.1(a)), for the price and upon the terms specified in the notice, by
giving written notice to the Company and stating therein the quantity of New
Securities to be purchased.
(d) EXERCISE OF RIGHT. If the Investor exercises its right of
first offer hereunder, the closing of the purchase of the New Securities with
respect to which such right has been exercised shall take place within ninety
(90) calendar days after the Investor gives notice of such exercise, which
period of time shall be extended in order to comply with applicable laws and
regulations. Upon exercise of such right of first offer, the Company and the
Investor shall be legally obligated to consummate the purchase contemplated
thereby and shall use their reasonable best efforts to secure any approvals
required in connection therewith.
(e) LAPSE AND REINSTATEMENT OF RIGHT. In the event the
Investor fails to exercise the right of first offer provided in this Section 2.1
within said fifteen (15) day period, the Company shall have ninety (90) days
thereafter to sell or enter into an agreement (pursuant to which the sale of New
Securities covered thereby shall be closed, if at all, within sixty (60) days
from the date of said agreement) to sell the New Securities not elected to be
purchased by the Investor at the price and upon the terms no more favorable to
the purchasers of such securities than specified in the Company's notice. In the
event the Company has not sold the New Securities or entered into an agreement
to sell the New Securities within said ninety (90) day period (or sold and
issued New Securities in accordance with the foregoing within sixty (60) days
from the date of said agreement), the Company shall not thereafter issue or sell
any New Securities without first offering such securities to the Investor in the
manner provided above. Notwithstanding anything to the contrary herein, in no
event shall the Investor lose its right of first offer under this Article II for
any issuances of New Securities as a result of failing to exercise such right at
any previous time.
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(f) ASSIGNMENT. The right of the Investor to purchase any part
of the New Securities may only be assigned in whole or in part to any Affiliate
of the Investor.
SECTION 3
VOTING PROVISIONS
3.1 COMPOSITION OF THE BOARD OF DIRECTORS. From and after the date
hereof, the Company will take all necessary or desirable action within its
control in order to cause the authorized number of directors on the Company's
Board of Directors to be established at five (5) directors. From and after the
date hereof, each of the Shareholders agrees to vote all of its voting stock of
the Company, and will take, and will cause any Persons controlled by it to take,
all other necessary or desirable actions within its control (in its capacity as
a stockholder of the Company) and the Company will take all necessary or
desirable action within its control, in order to (A) cause the Investor (i) to
initially be entitled to designate one (1) representative to the Board of
Directors of the Company, who shall initially be Xxxx X. X'Xxxx and (ii) to
continue to be entitled to designate a number of members to the Board of
Directors of the Company equal to the percentage obtained by dividing (x) the
sum of the number of shares of the Company's Common Stock then held by such
Investor and the number of shares of the Company's Common Stock issuable upon
exercise of the Warrants then held by such Investor by (y) the sum, without
duplication, of (i) the total number of shares of Company's Common Stock then
outstanding, (ii) the number of shares of the Company's Common Stock issuable
upon exercise of the Warrants then held by such Investor and (iii) the number of
shares of the Company's Common Stock issuable as Reserved Securities, rounding
up to the closest whole number any fractional board membership and (B) to cause
such representatives designated by the Investor to be elected to the Board of
Directors of the Company; PROVIDED THAT so long as Investor shall continue to be
a holder of shares of Common Stock or shares of Common Stock issuable upon
exercise of the Warrants, the Investor shall be entitled to designate and have
elected at least one member to the Board of Directors of the Company.
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3.2 VACANCIES. In the event of any vacancy in the Board of Directors,
each of the Shareholders agrees to vote all shares of voting stock owned or
controlled by it and to otherwise use its best efforts, and the Company shall
use its best efforts, to fill such vacancy so that the Board of Directors of the
Company will include directors as provided for in Section 3.1 hereof.
3.3 REMOVAL. At the written request of the Investor, each Shareholder
agrees to vote all shares of voting stock owned or controlled by it and to
otherwise use its best efforts, and the Company shall use its best efforts, in
order to cause any director designated by the Investor pursuant to Section 3.1
to be removed from the Board of Directors of the Company (with or without
cause), but only upon such written request and under no other circumstances.
3.4 EXPENSES. The Company shall pay the reasonable out-of-pocket
expenses incurred by each director in connection with attending the meeting of
the Board of Directors of the Company and any committee thereof.
3.5 DIRECTOR ACTIONS. To the extent enforceable under applicable law,
each Shareholder who is a director agrees to take such actions, in its capacity
as a director, to cause the election and or removal of designees of the Investor
as provided in Sections 3.1 and 3.3, respectively.
SECTION 4
TAG-ALONG RIGHT
4.1 TAG-ALONG RIGHT. (a) If at any time Xxxx Xxxxx, Xxxx Lykiardopoulus
or any Affiliate of any such parties proposes to sell, transfer, assign,
exchange or otherwise dispose of any or all of its Common Stock to any person
other than an Affiliate thereof (a "Disposition"), then Xxxx Xxxxx, Xxxx
Lykiardopoulus or its Affiliates, as the case may be (the "Disposing
Stockholder"), shall, at least 30 days prior to the consummation of the
Disposition, give notice (a "Disposition Notice") to the Investor describing the
terms and conditions of the Disposition in reasonable detail, including the
proposed price per share, the method of payment, the anticipated closing date
and the identity of the proposed purchaser, and stating that the Investor may
elect to participate in such Disposition, at a price per share and on other
terms identical with those of the Disposing Stockholder, except as to number of
shares transferred in such Disposition.
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(b) The election pursuant to subsection (a) shall be exercised by
notice to the Disposing Stockholder, which notice shall specify the number of
shares of Common Stock requested to be included in such Disposition by the
Investor, given within the time period specified in the Disposition Notice,
which time period shall not be less than 10 business days after such Disposition
Notice is given.
(c) If the purchaser pursuant to the Disposition has a specified
limited number of shares of Common Stock which it is willing to purchase in the
aggregate, the Investor shall have the right to sell to the purchaser a number
of shares of Common Stock equal to the product of (x) the number of shares of
Common Stock the purchaser is willing to purchase in the aggregate multiplied by
(y) the quotient of (1) the number of shares of Common Stock requested to be
included in such Disposition by the Investor divided by (2) the sum of (A) the
number of shares of Common Stock requested to be included by the Investor and
(B) the number of shares of Common Stock the Disposing Stockholders propose to
transfer.
SECTION 5
AFFIRMATIVE COVENANTS OF THE COMPANY
The Company hereby covenants and agrees as follows:
5.1 FINANCIAL INFORMATION. So long as the Investor is a holder of any
shares of Common Stock, the Company will furnish to such Investor, as soon as
practicable after the end of each fiscal year, a consolidated balance sheet of
the Company and consolidated statements of income, shareholders' equity and cash
flows for such year. Additionally, the Company will deliver to the Investor, as
soon as practicable after the end of each calendar quarter, and calendar month,
consolidated balance sheets of the Company and consolidated statements of income
and cash flow for such calendar quarter or calendar month and for the current
fiscal year to date and the Company will deliver to the Investor such
information as is delivered at any time to any lender or potential lender. The
Company also agrees that it will furnish audited consolidated balance sheets and
the related statements of operations and cash flow for the fiscal year ended
December 31, 1999, audited by a public accounting firm reasonably acceptable to
the Investor (which accounting firm shall be engaged by the Company by September
30, 1999).
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5.2 INSPECTION. The Company shall permit the Investor to visit and
inspect the Company's properties, to examine its books of account and records
and to discuss the Company's affairs, finances and accounts with its officers,
all at such reasonable times as may be requested by the Investor.
5.3 ANTI-DILUTION PROTECTION. Other than the Reserved Securities, the
Company will not issue any capital stock or options, warrants or other
securities convertible or exchangeable into capital stock of the Company at a
price, or having an exercise price, less than $0.85 per share without the prior
written consent of the Investor. In the event that the Company at any time or
from time to time shall declare or pay and dividend on the Common Stock payable
in Common Stock or in any right to acquire Common Stock, or shall effect a
subdivision of the outstanding shares of Common Stock into a greater number of
shares of Common Stock (by stock split, reclassification or otherwise), or in
the event the outstanding shares of Common Stock shall be combined or
consolidated, by reclassification or otherwise, into a lesser number of shares
of Common Stock, concurrently with the effectiveness of such event appropriate
adjustments shall be made, including without limitation adjustment to the $0.85
price referred to in the preceding sentence.
5.4 SOURCE CODE ESCROW. Within five (5) business days after the date
hereof, the Company will deliver the Escrow Deposit, as defined herein, relating
to all Proprietary Software into escrow with a nationally recognized escrow
agent in the United States reasonably acceptable to both parties (the "Escrow
Agent") pursuant to an escrow agreement between the Company and the Escrow
Agent. A copy of the fully executed escrow agreement shall be sent to the
Investor promptly thereafter. The Company will be responsible for the expenses
of the Escrow Agent.
The "Escrow Deposit" shall include the Source Code (including from time
to time each Upgrade, Enhancement or other modification made thereto), together
with, to the extent in existence, (i) any pertinent commentary or explanation
that may be necessary to render such Source Code understandable and usable by a
trained computer-programming expert, (ii) such system documentation, statements
of principles of operation and schematics as are necessary or useful for the
effective understanding of such Source Code and (iii) all devices, programming
or documentation (including compilers, workbenches, tools and higher-level or
proprietary languages) employed by the Company (to the extent that the Company
is permitted to do so) for the development, maintenance and implementation of
such Source Code.
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SECTION 6
MISCELLANEOUS
6.1 GOVERNING LAW. This Agreement shall be governed in all respects by
the laws of the State of California without reference to conflict of laws of
principles.
6.2 THIRD PARTIES. Nothing in this Agreement, express or implied, is
intended to confer upon any party, other than the parties hereto, and their
respective successors and assigns, any rights, remedies, obligations or
liabilities under or by reason of this Agreement, except as expressly provided
herein.
6.3 SURVIVAL. The representations, warranties, covenants and agreements
made herein shall survive any investigation made by the Investor and the closing
of the transactions contemplated hereby. All statements as to factual matters
contained in any certificate or exhibit delivered by or on behalf of the Company
pursuant hereto shall be deemed to be the representations and warranties of the
Company hereunder as of such date of such certificate or exhibit.
6.4 SUCCESSORS AND ASSIGNS. Except as otherwise provided herein, the
provisions hereof shall inure to the benefit of, and be binding upon, the
successors, assigns, heirs, executors and administrators of the parties hereto.
6.5 ENTIRE AGREEMENT: AMENDMENT. This Agreement and the other documents
delivered pursuant hereto constitute the full and entire understanding and
agreement among the parties with regard to the subjects hereof and thereof.
Neither this Agreement nor any term hereof may be amended, waived, discharged or
terminated other than by a written instrument signed by the party against whom
enforcement of any such amendment, waiver, discharge or termination is sought.
6.6 NOTICES, ETC. All notices and other communications required or
permitted hereunder shall be in writing and shall be deemed effectively given
the earlier of (a) when received, (b) upon personal delivery to the party to be
notified, (c) one business day after delivery via facsimile, (d) one day after
being deposited with an overnight courier service or (e) three days after
deposit with the United States Post Office, by registered or certified mail,
postage prepaid, return receipt requested, and addressed (i) if to a
Shareholder, at such Shareholder's address set forth on EXHIBIT A, or at such
address as such Shareholder shall have furnished to the Company in writing, or
(ii) if to any other holder of any Shares, at such address as such
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holder shall have furnished the Company in writing, or, until any such holder so
furnishes an address to the Company, then to and at the address of the last
holder of such Shares who has so furnished an address to the Company, or (iii)
if to the Company, at 0000 Xxxxxxxxx Xxx, Xxxxxxxxx, Xxxxxxxxxx 00000, to the
attention of the Corporate Secretary, or at such other address as the Company
shall have furnished to the Shareholders. If notice is provided by mail, notice
shall be deemed to be given upon proper deposit with the United States mail.
6.7 DELAYS OR OMISSIONS. No delay or omission to exercise any right,
power or remedy accruing to any holder of any Shares upon any breach or default
of the Company under this Agreement shall impair any such right, power or remedy
of such holder, nor shall it be construed to be a waiver of any such breach or
default, or an acquiescence therein, or of any similar breach or default
thereafter occurring; nor shall any waiver of any single breach or default be
deemed a waiver of any other breach or default theretofore or thereafter
occurring. Any waiver, permit, consent or approval of any kind or character on
the part of any holder of any breach or default under this Agreement, or any
waiver on the part of any holder of any provisions or conditions of this
Agreement, must be in writing and shall be effective only to the extent
specifically set forth in such writing or as provided in this Agreement. All
remedies, either under this Agreement or by law or otherwise afforded to any
holder, shall be cumulative and not alternative.
6.8 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which may be executed by less than all parties hereto,
each of which shall be enforceable against the parties actually executing such
counterparts, and all of which together shall constitute one instrument.
6.9 SEVERABILITY OF THIS AGREEMENT. In the event that any provision of
this Agreement becomes or is declared by a court of competent jurisdiction to be
illegal, unenforceable or void, this Agreement will continue in full force and
effect without said provision and the parties agree to replace such provision
with a valid and enforceable provision that will achieve, to the extent
possible, the economic, business and other purposes of such provisions; provided
that no such severability will be effective against a party if it materially and
adversely changes the economic benefits of this Agreement to such party.
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6.10 TERMINATION. This Agreement shall terminate in its entirety upon
the occurrence of any of the following events:
(a) a sale of all or substantially all of the assets or equity
interests in the Company to a Person other than the Company or an Affiliate of
the Company (whether by merger, consolidation, sale of assets or securities or
otherwise);
(b) the dissolution or bankruptcy of the Company other than a
reorganization of the Company under Chapter 11 of the Bankruptcy Code or any
such similar laws; or
(c) upon the effectiveness of a registration statement for the
initial public offering of the Company's Common Stock; PROVIDED THAT in such
event the Shareholders who are parties to this Agreement shall agree to enter
into a voting trust, voting agreement or similar arrangement pursuant to which
such Shareholders shall agree to vote the shares of Common Stock then owned by
such Shareholders and to take all other necessary or desirable actions within
their control in order to cause the election and removal, as the case may be, of
the Investor's designees to the Board of Directors of the Company as specified
in Article III hereof.
(This space intentionally left blank.)
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IN WITNESS WHEREOF, the parties have executed this Shareholders' Rights
Agreement as of the date first above written.
GLOBAL RESERVATION SYSTEMS, INC.
By: /s/ Xxxx X. Xxxxx
-------------------------------
Name: Xxxx X. Xxxxx
Title: President
PRECISION RESPONSE CORPORATION
By: /s/ Xxxx X. X'Xxxx
------------------------------
Name: Xxxx X. X'Xxxx
Title: Executive Vice President
and Chief Financial Officer
SHAREHOLDERS:
/s/ Xxxxxxx Xxxxxxxxxxxxxx
---------------------------------------
Xxxxxxx Xxxxxxxxxxxxxx
/s/ Xxxx Xxxxx
---------------------------------------
Xxxx Xxxxx
/s/ Xxxxxxx Xxxxxxxxx
---------------------------------------
Xxxxxxx Xxxxxxxxx
/s/ Xxxxx Xxxxx
---------------------------------------
BJK Investments, Inc.
By: Xxxxx Xxxxx
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EXHIBIT A
SHAREHOLDERS SCHEDULE
NO. OF SHARES OF
NAME COMMON STOCK
------------------------------------------------ -----------------------------
Xxxxxxx Xxxxxxxxxxxxxx 5,598,996
Xxxx Xxxxx 5,779,623
BJK Investments Inc. 3,502,858
Xxxxxxx Xxxxxxxxx 1,486,189
TOTAL: 16,367,666
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