EXECUTION COPY
VOTING AGREEMENT
VOTING AGREEMENT (this "Agreement"), dated as of October 28, 2002, by and
among SSA Global Technologies, Inc., a Delaware corporation ("Parent"), Xxxxxx
X. Xxxxxxxxx ("Xxxxxxxxx"), the Xxxxxx X. Xxxxxxxxx Family Trust dated December
30, 1988, as amended through the Third Amendment and Restatement of the Xxxxxx
X. Xxxxxxxxx Family Trust dated December 13, 1999 (the "Family Trust"),
Pemberton Family Foundation, Inc., (the "Foundation", and together with
Pemberton and the Family Trust, each individually a "Stockholder" and
collectively the "Stockholders") and, solely for the purpose of Section 7(c) of
this Agreement, Infinium Software, Inc., a Massachusetts corporation.
W I T N E S S E T H:
WHEREAS, simultaneously with the execution of this Agreement, Parent,
Samurai Merger Subsidiary, Inc., a Massachusetts corporation and a direct wholly
owned subsidiary of Parent ("Sub"), and the Company have entered into an
Agreement and Plan of Merger of even date herewith (the "Merger Agreement"),
pursuant to which the parties thereto have agreed, upon the terms and subject to
the conditions set forth therein, to merge Sub with and into the Company (the
"Merger");
WHEREAS, as of the date hereof, the Stockholders are the record and
Beneficial Owner (as hereinafter defined) of the Existing Shares (as hereinafter
defined) of the common stock, $0.01 par value, of Company (the "Company Common
Stock"); and
WHEREAS, as inducement and a condition to entering into the Merger
Agreement, the Company has required the Stockholders to agree, and the
Stockholders have agreed, to enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual premises,
representations, warranties, covenants and agreements contained herein, the
parties hereto, intending to be legally bound hereby, agree as follows:
SECTION 1. Certain Definitions. In addition to the terms defined
elsewhere herein, capitalized terms used and not defined herein have the
respective meanings ascribed to them in the Merger Agreement. For purposes of
this Agreement:
(a) "Affiliate" shall have the meaning set forth in Rule 12b-2 of the
Exchange Act.
(b) "Beneficially Own" or "Beneficial Ownership" with respect to any
securities means having "beneficial ownership" of such securities as
determined pursuant to Rule 13d-3(a) under the Securities Exchange Act of
1934, as amended (the "Exchange Act"). Without duplicative counting of the
same securities by the same holder, securities Beneficially Owned by a
Person include securities Beneficially Owned by all other Persons with whom
such Person would constitute a "group" within the meaning of Section 13(d)
of the Exchange Act with respect to the securities of the same issuer.
(c) "Existing Shares" means an aggregate of 2,211,563 shares of the
Company Common Stock Beneficially Owned by the Stockholders as of the date
hereof.
(d) "Person" shall mean and include an individual, a partnership
(general or limited), a joint venture, a corporation, a trust, an estate, a
limited liability company, an association, a joint-stock company, an
unincorporated organization or other entity and a Governmental Entity,
government or other department or agency thereof.
(e) "Securities" means the Existing Shares together with any shares of
the Company Common Stock or other securities of the Company acquired by any
Stockholder in any capacity after the date hereof and prior to the
termination of this Agreement whether upon the exercise of options,
warrants or rights, the conversion or exchange of convertible or
exchangeable securities, or by means of
purchase, dividend, distribution, split-up, recapitalization, combination,
exchange of shares or the like, gift, bequest, inheritance or as a
successor in interest in any capacity or otherwise.
SECTION 2. Representations and Warranties of Stockholder. The
Stockholders represent and warrant on a joint and several basis to Parent as
follows:
(a) Ownership of Shares. The Stockholders are the sole record owners
of the Existing Shares held among them as follows: (A) Xxxxxx X. Xxxxxxxxx
is the sole record owner of options to purchase 59,940 shares of Company
Common Stock; (B) the Family Trust is the sole record owner of 2,036,563
shares of Company Common Stock; and (C) the Foundation is the sole record
owner of 175,000 shares of Company Common Stock. On the date hereof, the
Existing Shares constitute all of the shares of the Company Common Stock
owned of record or Beneficially Owned by the Stockholders. There are no
outstanding options or other rights to acquire from any Stockholder or
obligations of any Stockholder to sell or to acquire, any shares of the
Company Common Stock. With respect to the shares of Company Common Stock
held by it, each Stockholder has sole voting power and sole power to issue
instructions with respect to the matters set forth in Sections 4, 5, 6 and
7 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 with no limitations,
qualifications or restrictions on such rights, subject to applicable
securities laws and the terms of this Agreement.
(b) Organization and Authority.
(i) The Family Trust represents and warrants to the Parent that (A) it
is a grantor trust duly organized and validly existing under the laws of
The Commonwealth of Massachusetts, (B) neither the execution and delivery
of this Agreement nor the consummation of the transactions contemplated
hereby will contravene or result in a breach of its constitutional
documents, (C) the trustee(s) executing this Agreement on its behalf
constitute (1) all its trustees or (2) a number of trustees sufficient to
duly execute and deliver this Agreement on its behalf, (D) no interest in
it other than the interests of the remainder beneficiaries as such
remainder beneficiaries has been assigned, transferred or otherwise
disposed of by it or any other Person and (E) the trustee or trustees, as
the case may be, has the absolute and unrestricted right, power, authority
and capacity to execute and deliver this Agreement and to perform its
obligations under this Agreement and there is no beneficiary or holder of a
voting trust certificate or other interest whose consent is required for
the execution and delivery of this Agreement or the consummation of the
transactions contemplated hereby.
(ii) The Foundation represents and warrants to the Parent that (A) it
is a not-for-profit corporation duly organized and validly existing under
the laws of The Commonwealth of Massachusetts and exempt from federal tax
under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended,
(B) neither the execution and delivery of this Agreement nor the
consummation of the transactions contemplated hereby will contravene or
result in a breach of its organizational documents or alter its
not-for-profit or tax exempt status, (C) the officers executing this
Agreement on its behalf constitute the appropriate officers who have been
duly authorized to execute and deliver this Agreement on its behalf and (D)
no interest in it other than the interests of the shareholders as such
shareholders has been assigned, transferred or otherwise disposed of by it
or any other Person and there is no shareholder or other beneficiary whose
consent is required for the execution and delivery of this Agreement or the
consummation of the transactions contemplated hereby.
(c) Power; Binding Agreement. Each Stockholder has the legal
capacity, power and authority to enter into and perform all of such
Stockholder's obligations under this Agreement. This Agreement has been
duly and validly executed and delivered, and, if such Stockholder is not a
natural person, authorized, by such Stockholder and constitutes a valid and
binding agreement of Stockholder, enforceable against such Stockholder in
accordance with its terms except that (i) such enforcement may be subject
to applicable bankruptcy, insolvency or other similar laws, now or
hereafter in effect, affecting creditors' rights generally, and (ii) the
remedy of specific performance and injunctive and
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other forms of equitable relief may be subject to equitable defenses and to
the discretion of the court before which any proceeding therefor may be
brought.
(d) No Conflicts. Except as contemplated by the Merger Agreement, no
filing with, and no permit, authorization, consent or approval of, any
Governmental Entity is necessary for the execution and delivery of this
Agreement by any Stockholder and the consummation by the Stockholders of
the transactions contemplated hereby, none of the execution and delivery of
this Agreement by Stockholder, the consummation by Stockholder of the
transactions contemplated hereby or compliance by the Stockholders with any
of the provisions hereof shall (i), if a particular Stockholder is not a
natural person, conflict with or result in any breach of any organizational
documents applicable to such Stockholder, (ii) result in a material
violation or material breach of, or constitute (with or without notice or
lapse of time or both) a material default (or give rise to any third party
right of termination, cancellation, material modification or acceleration)
under any of the terms, conditions or provisions of any note, loan
agreement, bond, mortgage, indenture, license, contract, commitment,
arrangement, understanding, agreement or other instrument or obligation of
any kind to which any Stockholder is a party or by which any Stockholder or
the Existing Shares may be bound, or (iii) violate any order, writ,
injunction, decree, judgment, order, statute, rule or regulation applicable
to the Stockholders or the Existing Shares.
(e) No Encumbrance. Except as permitted by this Agreement, the
Existing Shares are now and, at all times during the term hereof, and the
Securities will be, held by the Stockholders free and clear of all
mortgages, claims, charges, liens, security interests, pledges or options,
proxies, voting trusts or agreements, understandings or arrangements or any
other rights whatsoever ("Encumbrances"), except for any such Encumbrances
arising hereunder or under federal or state securities laws.
(f) No Finder's Fees. No broker, investment banker, financial advisor
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 any
Stockholder.
(g) Reliance. Each Stockholder understands and acknowledges that each
of the Company, Parent and Sub is entering into the Merger Agreement in
reliance upon such Stockholder's execution and delivery of this Agreement.
SECTION 3. Disclosure. Each Stockholder hereby agrees to permit the
Company to publish and disclose in the Proxy Statement (including all documents
and schedules filed with the Securities and Exchange Commission), and any press
release or other disclosure document which the Company, in its sole discretion,
determines to be required by law or necessary or desirable in connection with
the Merger and any transactions related thereto, such Stockholder's identity and
ownership of the Company Common Stock and the nature of such Stockholder's
commitments, arrangements and understandings under this Agreement.
SECTION 4. Transfer And Other Restrictions.
(a) No Solicitation. Each Stockholder shall, and shall cause its
Affiliates and each of its and their respective Affiliates, officers, directors,
employees, representatives, consultants, investment bankers, attorneys,
accountants and other agents (collectively, a person's or entity's
"Representatives") to, immediately cease any discussions, activities or
negotiations with any other Person or Persons that may be ongoing with respect
to any Acquisition Proposal. Stockholder shall not take, and shall cause their
respective Representatives not to take, any action (i) to encourage, solicit,
initiate or facilitate, directly or indirectly, the making or submission of any
Acquisition Proposal (including by taking any action that would make the Rights
Agreement inapplicable to an Acquisition Proposal), (ii) to enter into any
agreement, arrangement or understanding with respect to any Acquisition Proposal
or to agree to approve or endorse any Acquisition Proposal or enter into any
agreement, arrangement or understanding that would require the Company to
abandon, terminate or fail to consummate the Merger or any other transaction
contemplated by the Merger Agreement, (iii) to initiate or participate in any
way in any discussions or
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negotiations with, or furnish or disclose any information to, any Person (other
than the Parent or Sub) in furtherance of any proposal that constitutes, or
could reasonably be expected to lead to, any Acquisition Proposal or (iv) to
facilitate or further in any other manner any inquiries or the making or
submission of any proposal that constitutes, or could reasonably be expected to
lead to, any Acquisition Proposal. Each Stockholder will as promptly as
practicable (and in any event within 24 hours) advise the Parent of any request
for information with respect to any Acquisition Proposal or of any Acquisition
Proposal, or any inquiry, proposal, discussions or negotiation with respect to
any Acquisition Proposal, the material terms and conditions of such request,
Acquisition Proposal, inquiry, proposal, discussion or negotiation. For purposes
of this Agreement, each of Parent and Sub are not deemed to be Affiliates of the
Stockholders. Without limiting the foregoing, the Parent, Sub and the
Stockholders agree that any violation of the restrictions set forth in this
Section 4 by any Representative of a Stockholder or any of its Affiliates,
whether or not such Person is purporting to act on behalf of a Stockholder or
any of its Affiliates, shall constitute a breach by the Stockholders of this
Section 4.
(b) Certain Prohibited Transfers. Prior to the termination of this
Agreement, each Stockholder agrees not to, directly or indirectly:
(i) except pursuant to the terms of the Merger Agreement, offer for
sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose
of (including by gift), 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 Securities or any interest therein;
(ii) grant any proxy, power of attorney, deposit any of the Securities
into a voting trust or enter into a voting agreement or arrangement with
respect to the Securities except as provided in this Agreement; or
(iii) take any other action that would make any representation or
warranty of the Stockholders contained herein untrue or incorrect in any
material respect or have the effect of preventing or disabling any
Stockholder from performing its obligations under this Agreement.
SECTION 5. Voting of the Company Common Stock. Each Stockholder hereby
agrees that, during the period commencing on the date hereof and continuing
until the first to occur of (a) the Effective Time or (b) termination of this
Agreement in accordance with its terms, at any meeting (whether annual or
special and whether or not an adjourned or postponed meeting) of the holders of
Company Common Stock, however called, or in connection with any written consent
of the holders of Company Common Stock, such Stockholder will appear at the
meeting or otherwise cause the Securities to be counted as present thereat for
purposes of establishing a quorum and vote or consent (or cause to be voted or
consented) all of the Securities:
(A) in favor of the adoption of the Merger Agreement and the approval
of other actions contemplated by the Merger Agreement and this Agreement
and any actions required in furtherance thereof and hereof;
(B) against any action or agreement that would result in a breach in
any respect of any covenant, representation or warranty or any other
obligation or agreement of the Company under the Merger Agreement or this
Agreement; and
(C) except as otherwise agreed to in writing in advance by Parent in
its sole discretion, against the following actions (other than the Merger
and the transactions contemplated by this Agreement and the Merger
Agreement): (1) any Acquisition Proposal; and (2) (a) any change in a
majority of the persons who constitute the Board of Directors of the
Company; (b) any amendment of the Articles of Organization or Bylaws of the
Company; (c) any other action which, in the Parent's reasonable judgment is
intended, or could reasonably be expected, to impede, interfere with,
delay, postpone or materially adversely affect the Merger and the
transactions contemplated by this Agreement and the Merger Agreement,
provided that the Parent shall have notified such Stockholder and the
Company in writing of its determination that such Stockholder is required
to vote against
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such action pursuant to this clause (2)(c) and, to the extent practicable,
such notice shall be given at least 5 Business Days prior to the date of
such vote.
SECTION 6. Irrevocable Proxy.
(a) Each Stockholder hereby irrevocably grants to, and appoints, Xxxxxx
Xxxxxxxx and Xxxx Xxxxxxxx, or any of them in their respective capacities as
officers of Parent and any individual who shall hereafter succeed to any such
office of Parent and each of them individually, such Stockholder's proxy and
attorney-in-fact (with full power of substitution), for and in the name, place
and stead of such Stockholder, to vote or cause to be voted the Securities, or
grant a consent or approval in respect of the Securities at any meeting of the
stockholders of the Company or at any adjournment or postponement thereof, (i)
in favor of the adoption of the Merger Agreement and the approval of other
actions contemplated by the Merger Agreement and this Agreement and any actions
required in furtherance thereof and hereof; (ii) against any other Acquisition
Proposal or any action or agreement that would result in a breach in any respect
of any covenant, representation or warranty or any other obligation or agreement
of the Company under the Merger Agreement or this Agreement; and (iii) otherwise
in accordance and consistent with Section 5 hereof.
(b) Each Stockholder represents that any proxies heretofore given in
respect of the Existing Shares are not irrevocable, and that such proxies either
have been or are hereby revoked.
(c) Each Stockholder hereby affirms that the irrevocable proxy set forth in
this Section 6 is given in connection with the execution of the Merger
Agreement, and that such irrevocable proxy is given to secure the performance of
the duties of such Stockholder under this Agreement. Each Stockholder hereby
further affirms that the irrevocable proxy is coupled with an interest and may
not be revoked, except by amendment, modification or termination effected in
accordance with Section 11(c) hereof. Each Stockholder hereby ratifies and
confirms all that such irrevocable proxy may lawfully do or cause to be done by
virtue hereof. Such irrevocable proxy is executed and intended to be irrevocable
in accordance with the provisions of Section 41 of the BCL. The power and
authority hereby conferred shall not be terminated by any act of such
Stockholder or by operation of law, by the dissolution of (if such Stockholder
is other than a natural person), by lack of appropriate power or authority, or
by the occurrence of any other event or events and shall be binding upon all
his/its heirs, representatives, executors, successors and/or assigns, as
applicable. If after the execution of this Agreement any Stockholder shall
dissolve (if such Stockholder is other than a natural person), cease to have
appropriate power or authority, or if any other such event or events shall
occur, Parent is nevertheless authorized and directed to vote the Securities in
accordance with the terms of this Agreement as if such dissolution, if
applicable, lack of appropriate power or authority or other event or events had
not occurred and regardless of notice thereof. Notwithstanding any other
provisions of this Agreement, the irrevocable proxy granted hereunder shall
automatically terminate upon the termination of this Agreement.
SECTION 7. Stop Transfer; Legend.
(a) Each Stockholder agrees with, and covenants to, Parent that such
Stockholder will not request that Company register the transfer (book-entry or
otherwise) of any certificate or uncertificated interest representing any of the
Securities, unless such transfer is made in compliance with this Agreement.
(b) In the event of a stock dividend or distribution, or any change in the
Company Common Stock by reason of any stock dividend, split-up,
recapitalization, combination, exchange of share or the like other than pursuant
to the Merger, the term "Existing Shares" will be deemed to refer to and include
the shares of the Company Common Stock as well as all such stock dividends and
distributions and any shares into which or for which any or all of the
Securities may be changed or exchanged and appropriate adjustments shall be made
to the terms and provisions of this Agreement.
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(c) Each Stockholder will promptly after the date hereof surrender to the
Company all certificates representing the Securities, the Company will place the
following legend on such certificates in addition to any other legend required
thereof:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS
ON TRANSFER, VOTING AND OTHER RESTRICTIONS PURSUANT TO A VOTING AGREEMENT,
DATED AS OF OCTOBER 28, 2002, BY AND AMONG SSA GLOBAL TECHNOLOGIES, INC.,
INFINIUM SOFTWARE, INC., SAMURAI MERGER SUBSIDIARY, INC., XXXXXX X.
XXXXXXXXX, THE XXXXXX X. XXXXXXXXX FAMILY TRUST AND PEMBERTON FAMILY
FOUNDATION, INC. THE COMPANY WILL FURNISH A COPY OF SUCH VOTING AGREEMENT
TO THE HOLDER OF THIS CERTIFICATE UPON WRITTEN REQUEST AND WITHOUT CHARGE."
SECTION 8. Reasonable Best Efforts. Subject to the terms and conditions
of this Agreement, each of the parties hereto agrees to use its best reasonable
efforts to take, or cause to be taken, all actions, and to do, or cause to be
done, all things necessary, proper or advisable under applicable laws and
regulations to consummate and make effective the transactions contemplated by
this Agreement and the Merger Agreement. Each party shall promptly consult with
the other and provide any necessary information and material with respect to all
filings made by such party with any Governmental Entity in connection with this
Agreement and the Merger Agreement and the transactions contemplated hereby and
thereby.
SECTION 9. Fiduciary Duties. Each Stockholder is signing this Agreement
solely in such Stockholder's capacity as an owner of his, her or its respective
Securities, and nothing herein shall prohibit, prevent or preclude such
Stockholder from taking or not taking any action in his or her capacity as an
officer or director of the Company, to the extent permitted by the Merger
Agreement.
SECTION 10. Termination. This Agreement shall terminate on the earliest
of (a) termination of the Merger Agreement in accordance with its terms, (b) the
written agreement of the parties hereto to terminate this Agreement, or (c) the
Effective Time of the Merger.
SECTION 11. Miscellaneous.
(a) Entire Agreement. This Agreement (including the documents and
instruments referred to herein) constitutes the entire agreement and supersedes
all other prior agreements and understandings, both written and oral, among the
parties, or any of them, with respect to the subject matter hereof.
(b) Successors and Assigns. This Agreement shall not be assigned by
operation of law or otherwise without the prior written consent of the other
parties hereto. This Agreement shall be binding upon, inure to the benefit of
and be enforceable by each party and such party's respective heirs,
beneficiaries, executors, representatives and permitted assigns.
(c) Amendment and Modification. This Agreement may not be amended,
altered, supplemented or otherwise modified or terminated (other than a
termination under Section 10(a) or Section 10(c) of this Agreement), except upon
the execution and delivery of a written agreement executed by the parties
hereto.
(d) Notices. All notices and other communications hereunder shall be in
writing and shall be deemed given if delivered personally, telecopied (which is
confirmed) or sent by an overnight courier
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service, such as FedEx, to the parties at the following addresses (or at such
other address for a party as shall be specified by like notice):
If to Parent, to:
SSA Global Technologies, Inc.
000 Xxxxxxxx Xxxxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxxx X0X 0X0
Attention: Xxxxxx X. Xxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
with a copy to:
Xxxxxxx Xxxx & Xxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxx, Esq.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to the Company, to:
Infinium Software, Inc.
00 Xxxxxxxxxxxxxx Xxx
Xxxxxxx, Xxxxxxxxxxxxx 00000
Attention: General Counsel
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
with a copy to:
Xxxx and Xxxx LLP
00 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxx X. Xxxxxxxx, Esq.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
If to any Stockholder, to:
Xx Xxxxxx
c/o Tarlow Breed Xxxx
Xxxxxx & Xxxxxxx P.C.
00 Xxxxxxx Xxxxx Xxxxxx
Xxxxxx, XX 00000
with a copy to:
Xxxxxx X. Xxxxxxxxx
000 Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Fax: (000) 000-0000
(e) Severability. Any term or provision of this Agreement which is held to
be invalid, illegal or unenforceable in any respect in any jurisdiction shall,
as to that jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the remaining terms
and provisions of this Agreement or affecting the validity or enforceability of
any of the terms or provisions of
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this Agreement in any other jurisdiction. If any provision of this Agreement is
so broad as to be unenforceable, the provision shall be interpreted to be only
so broad as is enforceable.
(f) Specific Performance. Each of the parties hereto recognizes and
acknowledges a breach by it of any covenants or agreements contained in this
Agreement will cause the other party to sustain damages for which it would not
have an adequate remedy at law for money damages, and therefore in the event of
any such breach the aggrieved party shall be entitled to the remedy of specified
performance of such covenants and agreements and injunctive and other equitable
relief in addition to any other remedy to which it may be entitled, at law or in
equity.
(g) No Waiver. The failure of any party hereto to exercise any right,
power or remedy provided under this Agreement or otherwise available in respect
hereof at law or in equity, or to insist upon compliance by any other party
hereto with its obligations hereunder, and any custom or practice of the parties
at variance with the terms hereof, will not constitute a waiver by such party of
its right to exercise any such or other right, power or remedy or to demand such
compliance.
(h) No Third Party Beneficiaries. This Agreement is not intended to confer
upon any Person other than the parties hereto any rights or remedies hereunder.
(i) Governing Law. This Agreement shall be governed and construed in
accordance with the laws of The Commonwealth of Massachusetts, without giving
effect to the principles of conflict of law thereof.
(j) Descriptive Heading. The descriptive headings used herein are for
reference purposes only and will not affect in any way the meaning or
interpretation of this Agreement.
(k) Expenses. All costs and expenses incurred in connection with this
Agreement and the transactions contemplated hereby shall be paid by the party
incurring such expenses.
(l) Further Assurances. From time to time, at any other party's request
and without further consideration, each party hereto shall execute and deliver
such additional documents and take all such further lawful action as may be
necessary or desirable to consummate and make effective, in the most expeditious
manner practicable, the transactions contemplated by this Agreement.
(m) Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
(n) Submission to Jurisdiction. Any suit, Action or Proceeding seeking to
enforce any provision of, or based on any matter arising out of or in connection
with this Voting Agreement shall be brought exclusively in any federal or state
court located in The Commonwealth of Massachusetts, and each of the parties
hereto hereby consents to the jurisdiction of such courts (and of the
appropriate appellate courts therefrom) in any such suit, Action or Proceeding
and irrevocably waives, to the fullest extent permitted by law, any objection
that it may now or hereafter have to the laying of the venue of any such suit,
Action or Proceeding in any such court or that any such suit, Action or
Proceeding brought in any such court has been brought in an inconvenient forum.
Process in any such suit, Action or Proceeding may be served on any Party
anywhere in the world, whether within or without the jurisdiction of any such
court. Without limiting the foregoing, each party hereto agrees that service of
process on such party as provided in Section 11(d) as to giving notice hereunder
shall be deemed effective service of process on such party.
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IN WITNESS WHEREOF, Parent, Company and the Stockholders have caused this
Agreement to be duly executed as of the day and year first written above.
[SIGNATURE PAGE - VOTING AGREEMENT]
INFINIUM SOFTWARE, INC., solely for
the purpose of Section 7(c) of this
Agreement
By: /s/ XXXXX X. XXXXXXX
------------------------------------
Name: Xxxxx X. XxXxxxx
Title: President and Chief
Executive Officer
SSA GLOBAL TECHNOLOGIES, INC.
By: /s/ ILLEGIBLE
------------------------------------
Name:
Title:
/s/ XXXXXX X. XXXXXXXXX
--------------------------------------
Xxxxxx X. Xxxxxxxxx
XXXXXX X. XXXXXXXXX FAMILY TRUST
By: /s/ XXXXXX X. XXXXXXXXX
------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Trustee
PEMBERTON FAMILY FOUNDATION, INC.
By: /s/ XXXXXX X. XXXXXXXXX
------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: President
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