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EXHIBIT 99(d)(8)
SEVENTH AMENDMENT TO AGREEMENT AND PLAN OF MERGER
AMONG COMPUWARE CORPORATION, CV ACQUISITION, INC. AND
VIASOFT, INC.
THIS SEVENTH AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of
January 18, 2000 ("Seventh Amendment"), is by and among Compuware Corporation, a
Michigan corporation ("Compuware"), CV Acquisition, Inc., a Delaware corporation
and a wholly-owned subsidiary of Compuware ("Merger Sub"), and Viasoft, Inc., a
Delaware corporation ("Viasoft").
RECITALS
A. The parties hereto entered into an Agreement and Plan of Merger,
dated as of July 14, 1999, which was amended by a First Amendment of Agreement
and Plan of Merger dated as of August 18, 1999, a Second Amendment of Agreement
and Plan of Merger dated as of October 29, 1999, a Third Amendment to Agreement
and Plan of Merger dated as of November 5, 1999, a Fourth Amendment to Agreement
and Plan of Merger dated as of November 29, 1999, a Fifth Amendment to Agreement
and Plan of Merger dated as of December 20, 1999 and a Sixth Amendment to
Agreement and Plan of Merger dated as of January 10, 2000 (such agreement, as
amended, the "Agreement").
B. The parties desire to amend the Agreement to provide for their
mutual written consent to terminate the Agreement in accordance with the terms
and conditions set forth herein.
C. All capitalized terms used herein which are defined in the Agreement
shall have the same meanings herein as set forth in the Agreement.
Therefore, the parties agree as follows:
1. Notwithstanding any terms in the Agreement to the contrary, the
Agreement is hereby terminated pursuant to Section 8.1(a) of the Agreement by
mutual written consent of the parties, duly authorized by their respective
Boards of Directors, effective upon execution and delivery of this Seventh
Amendment by all parties hereto.
2. Upon the execution and delivery of this Seventh Amendment by the
parties hereto, the Agreement shall become void and have no further force or
effect, except to the extent expressly set forth in Section 8.2 of the Agreement
providing for the continuing obligations of the parties under the
Confidentiality Agreement; provided, that any claims of either party for any
breach prior to the date of this Seventh Amendment by the other party of such
party's representations, warranties, covenants or agreements shall survive the
termination of the Agreement.
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IN WITNESS WHEREOF, Compuware, Merger Sub and Viasoft have caused this
Seventh Amendment to be signed by the respective officers hereunto duly
authorized all as of the date first written above.
COMPUWARE CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Jr.
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Jr.
Title: Vice President, Secretary and
General Counsel
CV ACQUISITION, INC.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Jr.
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Jr.
Title: Vice President, Secretary and
Treasurer
VIASOFT, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President and Chief Executive Officer
