Exhibit 10.1
VOTING AGREEMENT
This Voting Agreement (this "AGREEMENT"), dated as of February 21, 2001, is
entered into by and among Satish K. Sanan (the "SHAREHOLDER") and A&S Family
Limited Partnership ("LP") (Shareholder and LP collectively, the "PRINCIPAL
SHAREHOLDERS"), CGI Group Inc., a company incorporated under the laws of Quebec
("PARENT") and CGI Florida Corporation ("MERGER SUB"), a Florida corporation and
a wholly-owned subsidiary of Parent. Capitalized terms used but not defined
herein shall have the meanings ascribed to such terms in the Merger Agreement
(as defined below).
WHEREAS, simultaneously with the execution of this Agreement, IMRglobal
Corp., a Florida corporation ("IMRGLOBAL"), Parent, and Merger Sub are entering
into an Agreement and Plan of Merger, dated as of the date hereof (as the same
may be amended or supplemented, the "MERGER AGREEMENT"), providing, among other
things, for the merger of Merger Sub with and into IMRglobal (the "MERGER"); and
WHEREAS, the Principal Shareholders own a significant number of shares of
common stock, $0.10 par value per share, of IMRglobal (the "COMMON STOCK"); and
WHEREAS, as an inducement and a condition to their entering into the Merger
Agreement and incurring the obligations set forth therein, and for other good
and valuable consideration, Parent and Merger Sub have required that the
Principal Shareholders enter into this Agreement;
NOW THEREFORE, in consideration of the foregoing and the mutual promises,
representations, warranties, covenants and agreements contained herein and in
the Merger Agreement, the parties hereto, intending to be legally bound hereby,
agree as follows:
1. REPRESENTATIONS AND WARRANTIES OF EACH PRINCIPAL SHAREHOLDER. Each of the
Principal Shareholders, jointly and severally, hereby represents and warrants as
follows:
(a) TITLE. As of the date hereof, the Shareholder is the sole, true and
lawful record owner and beneficial owner of 5,645,237 shares of Common Stock,
and LP is the sole, true and lawful record owner and beneficial owner of
6,441,361 shares of Common Stock (all shares of Common Stock so held by the
Shareholder and LP collectively, the "SUBJECT SECURITIES"). The Shareholder is
the sole, true and lawful record owner and beneficial owner of options to
purchase 625,000 shares of Common Stock (the "SUBJECT OPTIONS"). Each Principal
Shareholder has good and valid title to his or its Subject Securities. The
Subject Securities and the Subject Options constitute all of the capital stock
of IMRglobal beneficially owned by the Principal Shareholders, and except as set
forth in this paragraph 1(a), (i) no Principal Shareholder holds any options or
warrants to purchase any shares of Common Stock, and (ii) no Principal
Shareholder has any rights to acquire any shares of any class or series of
capital stock of IMRglobal or any securities convertible into or exercisable for
shares of any class of IMRglobal's capital stock.
(b) RIGHT TO VOTE AND TRANSFER. Each Principal Shareholder has the sole
and full legal power, authority and right to vote and, subject to the terms of a
pledge agreement previously disclosed to Parent (the "PLEDGE AGREEMENT") dispose
of all of his or its Subject Securities, and shall have the sole and full legal
power, authority and right to vote and, subject to the terms of the Pledge
Agreement, dispose of all of his or its Additional Shares (as defined in Section
13), including the power, authority and right to vote such shares in favor of
approval and adoption of the Merger Agreement and the transactions contemplated
by the Merger Agreement without the consent or approval of, or any other action
on the
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part of, any other Person or entity. Without limiting the generality of the
foregoing, except for this Agreement, neither Principal Shareholder has entered
into any voting agreement with any Person or entity with respect to any of the
Subject Securities or Additional Shares, granted any Person or entity any proxy
(revocable or irrevocable) or, subject to the Pledge Agreement, power of
attorney with respect to any of the Subject Securities or Additional Shares,
deposited any of the Subject Securities or Additional Shares in a voting trust,
or entered into any arrangement or agreement with any Person or entity limiting
or affecting such Principal Shareholder's legal power, authority or right to
vote his or its Subject Securities or Additional Shares in favor of the approval
and adoption of the Merger Agreement and any of the transactions contemplated by
the Merger Agreement. As of the date of the shareholders meeting to be called by
IMRglobal at which holders of shares of Common Stock shall vote on approval and
adoption of the Merger Agreement and, to the extent submitted to shareholders
for approval, the transactions contemplated by the Merger Agreement, including
any adjournment or postponement thereof (the "IMRGLOBAL SHAREHOLDERS MEETING"),
each Principal Shareholder will have full legal power, authority and right to
vote all of his or its Subject Securities and Additional Shares (acquired on or
prior to the record date for the IMRglobal Shareholders Meeting) in favor of the
approval and adoption of the Merger Agreement and the transactions contemplated
by the Merger Agreement without the consent or approval of, or any other action
on the part of, any other Person or entity, except as otherwise provided in this
Agreement.
(c) AUTHORITY. Each Principal Shareholder has full legal, partnership or
corporate power (as applicable), authority and right, to execute and deliver,
and to perform his or its obligations under, this Agreement. This Agreement has
been duly executed and delivered by each Principal Shareholder and constitutes a
valid and binding agreement of each Principal Shareholder enforceable against
such Principal Shareholder in accordance with its terms, subject to (i)
bankruptcy, insolvency, moratorium and other similar laws now or hereafter in
effect relating to or affecting creditors' rights generally and (ii) general
principles of equity (regardless of whether considered in a proceeding at law or
in equity).
(d) CONFLICTING INSTRUMENT; NO TRANSFER. Neither the execution and
delivery of this Agreement nor the performance by each Principal Shareholder of
his or its agreements and obligations hereunder will result in any breach or
violation of or be in conflict with or constitute a default under any term of
any agreement, judgment, injunction, order, decree, law, regulation or
arrangement to which such Principal Shareholder is a party or by which such
Principal Shareholder (or any of his or its assets) is bound, except for any
such breach, violation, conflict or default which, individually or in the
aggregate, would not impair or affect such Principal Shareholder's ability to
cast all votes necessary to approve and adopt the Merger Agreement and the
transactions contemplated by the Merger Agreement. Except as provided herein and
other than the Pledge Agreement, each Principal Shareholder has no agreement,
arrangement or understanding regarding the Transfer of any Subject Securities or
Additional Shares (as the term "Transfer" is defined in Section 3 hereof).
(e) IRREVOCABLE PROXY. Each Principal Shareholder represents and warrants
that any proxies heretofore given to any Person other than Parent in respect of
the Subject Securities or Additional Shares are not irrevocable, and hereby
revokes any such proxies. Each Principal Shareholder hereby affirms that each
irrevocable proxy as set forth in Section 5 is given in connection with, and in
consideration of, the execution of the Merger Agreement by Parent and Merger
Sub, and that each such irrevocable proxy is given to secure the performance of
the duties of the Principal Shareholders under this Agreement. Each Principal
Shareholder hereby further affirms that each irrevocable proxy is coupled with
an interest and may under no circumstances be revoked, except upon termination
of this Agreement. Each Principal Shareholder hereby ratifies and confirms all
that each such irrevocable proxy may lawfully do or cause to be done by virtue
hereof.
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2. REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB. Each of Parent
and Merger Sub represents and warrants that each has full corporate power and
authority to execute and deliver this Agreement and to perform its obligations
hereunder. This Agreement has been duly executed and delivered by each of Parent
and Merger Sub and constitutes a valid and binding agreement of Parent and
Merger Sub, enforceable against each of Parent and Merger Sub, in accordance
with its terms, subject to (i) bankruptcy, insolvency, moratorium and other
similar laws now or hereafter in effect relating to or affecting creditors'
rights generally and (ii) general principles of equity (regardless of whether
considered in a proceeding at law or in equity). Neither the execution and
delivery of this Agreement nor the performance by Parent or Merger Sub of its
agreements and obligations hereunder will result in any breach or violation of
or be in conflict with or constitute a default under any term of (i) any
agreement, judgment, injunction, order, decree, law, regulation or arrangement
to which Parent or Merger Sub is a party or by which Parent or Merger Sub (or
any of its assets) is bound, except for any such breach, violation, conflict or
default which, individually or in the aggregate, would not materially adversely
affect Parent and Merger Sub.
3. RESTRICTION ON TRANSFER. Each Principal Shareholder agrees that (other
than pursuant to the Merger Agreement or with the prior written consent of
Parent) he or it will not, and will not agree to, (i) Transfer, except as
required by the Pledge Agreement, any of his or its Subject Securities, any of
the Additional Shares or any options, warrants or other rights to acquire any
capital stock of IMRglobal to any Person or entity or (ii) grant any proxies or
powers of attorney, deposit any of the Subject Securities or any of the
Additional Shares into a voting trust or enter into a voting agreement with
respect to any of the Subject Securities or any of the Additional Shares, or any
interest in any of the foregoing (as such terms are defined in Rule 12b-2 under
the Securities Exchange Act of 1934); provided, that, notwithstanding the
foregoing, the Principal Shareholders shall be permitted to Transfer (x) any of
their Subject Securities or any of the Additional Shares to any associate or
affiliate (as such terms are defined in Rule 12b-2 under the Securities Exchange
Act of 1934) of a Principal Shareholder or (y) up to an aggregate of 1,000,000
shares of Common Stock to any person or persons (it being understood that this
maximum amount reflects the permissible combined Transfers for both Principal
Shareholders to all persons), provided that, in the case of both (x) and (y),
prior to and as a condition to such Transfer, that Parent be given three
business days prior written notice of any Proposed Transfer and the proposed
transferee agrees in writing to be bound by all of the terms of this Agreement
as if it were a Principal Shareholder, including the obligation to vote such
Subject Securities and Additional Shares in accordance with Section 4 hereof, in
an agreement to which Parent is an express third party beneficiary and which is
in form and substance reasonably satisfactory to Parent. For purposes of this
Agreement, "TRANSFER" means, with respect to a security, (i) the sale, transfer,
pledge, hypothecation, encumbrance, assignment or disposition of such security
or the beneficial ownership thereof, (ii) the offer to make such a sale,
transfer, pledge, hypothecation, encumbrance, assignment or other disposition of
such security or the beneficial ownership thereof, (iii) consent to such an
offer for sale, transfer, pledge, hypothecation, encumbrance, assignment or
other disposition of such security or the beneficial ownership thereof, or (iv)
each option, agreement, arrangement or understanding, whether or not in writing,
to effect any of the foregoing. As a verb, "Transfer" shall have correlative
meaning.
4. AGREEMENT TO VOTE OF PRINCIPAL SHAREHOLDERS. Each Principal Shareholder
hereby irrevocably and unconditionally agrees, from and after the date hereof,
to vote or to cause to be voted all of his or its Subject Securities and
Additional Shares at the IMRglobal Shareholders Meeting and at any other annual
or special meeting of shareholders of IMRglobal (or adjournment or postponement
thereof), however called, where such matters arise (a) in favor of the approval
and adoption of the Merger Agreement and the transactions contemplated by the
Merger Agreement and the Merger and each of the other actions contemplated by
the Merger Agreement and this Agreement and (b) against (i) approval of any
proposal
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made in opposition to or in competition with the Merger or any of the other
transactions contemplated by the Merger Agreement, (ii) any merger,
consolidation, sale of assets, business combination, share exchange,
reorganization or recapitalization of IMRglobal or any of its subsidiaries, with
or involving any party other than Parent or one of its subsidiaries, (iii) any
liquidation or winding up of IMRglobal, (iv) any extraordinary dividend by
IMRglobal, (v) any change in the capital structure of IMRglobal (other than
pursuant to the Merger Agreement) and (vi) any other action that may reasonably
be expected to impede, interfere with, delay, postpone or attempt to discourage
the Merger or the other transactions contemplated by the Merger Agreement or
result in a breach of any of the covenants, representations, warranties or other
obligations or agreements of IMRglobal under the Merger Agreement which would
adversely affect IMRglobal or its ability to consummate the transactions
contemplated by the Merger Agreement. Neither Principal Shareholder shall enter
into any agreement or understanding with any Person or entity to vote in any
manner inconsistent herewith. From and after the date hereof, any Principal
Shareholder will not commit any act that could restrict or otherwise affect his
or its legal power, authority and right to vote all his or its Subject
Securities or Additional Shares in favor of the approval and adoption of the
Merger Agreement and the transactions contemplated by the Merger Agreement.
Without limiting the generality of the foregoing, from and after the date
hereof, neither Principal Shareholder will enter into any voting agreement with
any Person or entity with respect to any of the Subject Securities or Additional
Shares, grant any Person or entity any proxy (revocable or irrevocable) or power
of attorney with respect to any of the Subject Securities or Additional Shares,
deposit any of the Subject Securities or Additional Shares in a voting trust or
otherwise enter into any agreement or arrangement limiting or affecting such
Principal Shareholder's legal power, authority or right to vote his or its
Subject Securities or Additional Shares in favor of the approval and adoption of
the Merger Agreement and the transactions contemplated by the Merger Agreement,
in each case, except as otherwise provided in this Agreement.
5. IRREVOCABLE PROXY. On the date hereof, each Principal Shareholder, in
furtherance of the transactions contemplated hereby and by the Merger Agreement,
will execute and deliver to Merger Sub an irrevocable proxy substantially in the
form of Exhibit A hereto and irrevocably appoint Merger Sub or its designees,
his or its attorney and proxy to vote all of the Subject Securities and
Additional Shares of such Principal Shareholder, in connection with the matters
set forth in subsections (a) and (b) of this Section 5, with full power of
substitution. Each Principal Shareholder acknowledges that each such proxy (a)
shall be coupled with an interest, (b) constitutes, among other things, an
inducement for Parent and Merger Sub to enter into the Merger Agreement, and (c)
shall be irrevocable and shall not be terminated by operation of law upon the
occurrence of any event, except that such proxy shall be automatically revoked
upon termination of this Agreement.
6. NO SOLICITATION. (a) From and after the date hereof, neither Principal
Shareholder shall, nor shall it authorize or permit any investment banker,
attorney or other advisor or representative (each, a "REPRESENTATIVE") of, such
Principal Shareholder to, directly or indirectly, (i) solicit, initiate or
encourage any inquiries or proposals relating to, or the submission of, any
Acquisition Proposal (as defined below) or (ii) participate in any discussions,
conversations, negotiations or other communications regarding, or furnish to any
Person any information with respect to, or otherwise cooperate in any way,
assist or participate in, facilitate or encourage any effort or attempt by any
other Person or entity, to seek to do any of the foregoing or take any other
action to facilitate any inquiries or the making of any proposal that
constitutes, or is likely to lead to, any Acquisition Proposal, except, in the
case of clause (ii), for actions by the Shareholder solely in his capacity as a
director or officer of IMRglobal which are permitted by Section 3.3 of the
Merger Agreement. From and after the date hereof, each Principal Shareholder and
all representatives of such Principal Shareholder shall cease doing any of the
foregoing. For purposes of this Agreement, "ACQUISITION PROPOSAL" means any
proposal with respect to a merger,
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consolidation, share exchange, tender or exchange offer, sale of all or
substantially all assets or similar transaction involving IMRglobal or any
significant portion of the assets of IMRglobal, other than the transactions
contemplated by the Merger Agreement and this Agreement.
(b) Each Principal Shareholder agrees to promptly advise Parent
orally and in writing of any Acquisition Proposal he or it or any of his or its
Representatives receives, any request for information that such Principal
Shareholder reasonably believes could lead to or contemplates an Acquisition
Proposal or of any Acquisition Proposal, or any inquiry such Principal
Shareholder reasonably believes could lead to any Acquisition Proposal, the
terms and conditions of such request, Acquisition Proposal or inquiry (including
any subsequent amendment or other modification to such terms and conditions) and
the identity of the person making any such request, Acquisition Proposal or
inquiry. Each Principal Shareholder shall keep Parent informed in all material
respects of the status and details (including material amendments or proposed
amendments) of any such request, Acquisition Proposal or inquiry.
7. ACTION IN PRINCIPAL SHAREHOLDER CAPACITY ONLY. Neither Principal
Shareholder makes an agreement or understanding herein as director or officer of
IMRglobal. Each Principal Shareholder signs solely in his capacity as a record
and beneficial owner of the Subject Securities, the Subject Options and
Additional Shares, and nothing herein shall limit or affect any actions taken in
his capacity as an officer or director of IMRglobal to the extent specifically
permitted by the Merger Agreement.
8. INVALID PROVISIONS. If any provision of this Agreement shall be invalid
or unenforceable under applicable law, such provision shall be ineffective to
the extent of such invalidity or unenforceability only, without it affecting the
remaining provisions of this Agreement.
9. EXECUTED IN COUNTERPARTS. This Agreement may be executed in counterparts
each of which shall be an original with the same effect as if the signatures
hereto and thereto were upon the same instrument.
10. SPECIFIC PERFORMANCE. The parties hereto agree that if for any reason
either Principal Shareholder fails to perform any of his or its agreements or
obligations under this Agreement irreparable harm or injury to Parent would be
caused for which money damages would not be an adequate remedy. Accordingly,
each Principal Shareholder agrees that, in seeking to enforce this Agreement
against such Principal Shareholder, Parent shall be entitled to specific
performance and injunctive and other equitable relief. The provisions of this
Section 10 are without prejudice to any other rights or remedies, whether at law
or in equity, that Parent may have against the Principal Shareholders for any
failure to perform any of their respective agreements or obligations under this
Agreement.
11. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida without giving effect to the
principles of conflicts of laws thereof.
12. AMENDMENTS. This Agreement may not be modified, amended, altered or
supplemented, except upon the execution and delivery of a written agreement
executed by the parties hereto.
13. ADDITIONAL SHARES. If, after the date hereof, either Principal
Shareholder acquires beneficial ownership of voting securities of capital stock
of IMRglobal (any such shares, "ADDITIONAL SHARES"), including, without
limitation, upon exercise of any option, warrant or right to acquire any shares
of capital stock of IMRglobal or through any stock dividend or stock split, the
provisions of this Agreement applicable to the Subject Securities shall be
applicable to such Additional Shares as if such Additional Shares had been the
Subject Securities as of the date hereof. The provisions of the immediately
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preceding sentence shall be effective with respect to Additional Shares without
action by any Person or entity immediately upon the acquisition by any Principal
Shareholder of beneficial ownership of such Additional Shares.
14. SUCCESSORS AND ASSIGNS. The provisions of this Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective legal
successors (including, in the case of the Shareholder or any other individual,
any executors, administrators, estates, legal representatives and heirs of the
Shareholder or such individual) and permitted assigns; PROVIDED that no party
may assign, delegate or otherwise transfer any of its rights or obligations
under this Agreement without the prior written consent of Parent (in the case of
each Principal Shareholder) and each Principal Shareholder (in the case of
Parent). Without limiting the scope or effect of the restrictions on transfer
set forth in Section 3 hereof, each Principal Shareholder agrees that this
Agreement and his or its obligations hereunder shall attach to the Subject
Securities and Additional Shares and shall be binding upon any Person or entity
to which legal or beneficial ownership of such Subject Securities and Additional
Shares shall pass, whether by operation of law or otherwise.
15. NOTICES. Any demand, notice or other communication to be given in
connection with this Agreement shall be in writing and shall be deemed given (a)
upon delivery if personally delivered, (b) three business days after being
mailed by registered or certified mail (return receipt requested) or (c) one
business day after being delivered by overnight courier or by facsimile (with
confirmation) to such party at its address or facsimile set forth below or such
other address or facsimile as such party may specify by notice to the parties
hereto:
If to the Shareholder or
A&S Family Limited Partnership:
Mr. Satish K. Sanan
IMRglobal Corp.
100 South Missouri Avenue
Clearwater, FL 33756
Facsimile: (727) 467-9688
with a copy to:
Morris, Manning & Martin LLP Suite 1600 Atlanta Financial Center 3343
Peachtree Road, N.E.
Atlanta, GA 30326
Attention: Jeffrey L. Schulte, Esq.
Facsimile: (404) 365-9532
and
Holland & Knight LLP
400 North Ashley Drive
Suite 2300
Tampa, Florida 33602
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Attention: Robert J. Grammig, Esq.
Facsimile: (813) 227-8500
If to Parent or Merger Sub:
CGI Group Inc.
1130 Sherbrooke Street West
Montreal, Quebec
Canada H3A 2M8
Attention: Executive Vice President
Merger and Acquisitions
Facsimile: (514) 841-3294
with a copy to:
McCarthy Tetrault
Windsor Tower, 5th Floor
1170 Peel Street
Montreal, Quebec
H3B 4S8
Canada
Attention: Christiane Jodoin
Facsimile: (514) 875-6246
and
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, New York 10004
United States
Attention: Peter Golden, Esq.
Facsimile: (212) 859-4000
For purposes of this Section, "business day" means any day, other than a
Saturday, Sunday or a bank holiday in the United States or Canada.
16. 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, shall 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.
17. CAPTIONS. The section and paragraph captions herein are for convenience
of reference only, do not constitute part of this Agreement and shall not be
deemed to limit or otherwise affect any of the provisions hereof.
18. FURTHER ASSURANCES. From time to time, at Parent's reasonable request and
without further consideration, the Principal Shareholder shall execute and
deliver such additional documents and take all
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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.
19. TERMINATION. This Agreement, other than as expressly provided otherwise
in this Agreement, shall terminate on the earlier of (i) the consummation of the
Merger and (ii) the termination of the Merger Agreement in accordance with its
terms.
20. TRANSFER IN ORDERLY MANNER. Each Principal Shareholder agrees that he or
it shall use commercially reasonable efforts to Transfer any shares of Parent
capital stock that he or it receives as consideration in connection with the
Merger and the transactions contemplated in the Merger Agreement (or upon
exercise of options to acquire shares of Parent capital stock) in an orderly
manner and without unduly affecting the trading prices of shares of Parent
capital stock. In addition, each Principal Shareholder agrees to consult with
the Chief Executive Officer of Parent prior to any proposed Transfer of shares
of Parent capital stock which is at least 100,000 more than the number of shares
whose sale was previously planned and as to which the Chief Executive Officer of
Parent has been given prior notice by a Principal Shareholder. This Section 20
of this Agreement shall terminate on the earlier of (i) 12 months after the
consummation of the Merger and (ii) termination of the Merger Agreement in
accordance with its terms.
21. REGISTRATION RIGHTS. If, at any time after the consummation of the
Merger, the Principal Shareholders propose to sell shares of Parent's Class A
Subordinate Shares ("Parent Shares") received in the Merger or upon the exercise
of stock options, and such Parent Shares cannot be sold in compliance with the
volume limitations of Rule 145 under the Securities Act of 1933 (the "Securities
Act"), or the Principal Shareholders are not eligible to rely upon Rule 904
under the Securities Act, or there is no other available exemption from the
registration requirements of the Securities Act, then the Principal Shareholders
shall have the following rights:
(a) DEMAND REGISTRATION RIGHTS: The Principal Shareholders may request in
writing that Parent register their Parent Shares under the Securities Act. Upon
receipt of such request, Parent shall, as promptly as reasonably practicable
(and, in any event, within 60 days) prepare and file with the Securities and
Exchange Commission (the "SEC") a registration statement covering the Parent
Shares specified by the Principal Shareholders; provided, however, Parent may
postpone for up to 120 days the filing or the effectiveness of a registration
statement if Parent reasonably determines in good faith that such registration
would reasonably be expected to have an adverse effect on any proposal or plan
by Parent or any of its subsidiaries to engage in any financing, securities
offering or acquisition of assets (other than in the ordinary course of
business) or any merger, consolidation, tender offer, reorganization or any
other material transaction. Subject to the conditions contained in this
provision, the Principal Shareholders will be entitled to two registrations. Any
request from the Principal Shareholders must cover at least 5,000,000 Parent
Shares. The Principal Shareholders will pay all registration expenses in
connection with any registration whether or not it has become effective,
including without limitation (i) underwriting discounts and commissions, (ii)
printing and copying expenses, (iii) fees and disbursements of counsel to
Parent, (iv) fees and disbursements of all independent public accountants
(including the expenses of any audit and/or "comfort" letter), and (v) SEC,
stock exchange or NASD and blue sky registration and filing fees. In connection
with any registration, Parent shall use its reasonable best efforts to have a
registration statement declared effective and to take such action as may be
reasonably necessary for a period necessary to effect the distribution of the
shares covered by the registration statement; but, in no event shall Parent be
required to do so for a period of more than 90 days following the effective date
of the registration statement.
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(b) PIGGYBACK REGISTRATION RIGHTS. If Parent files a registration
statement with the SEC with respect to the sale of any Parent Shares, then each
Principal Shareholder shall have the right to include their Parent Shares in
such registration statement, subject to customary scaleback provisions, if such
shares cannot otherwise be sold in compliance with the Securities Act; provided,
however, that Parent shall not be required to include any of the Principal
Shareholders' shares in any registration if it relates solely to Parent Shares
to be issued pursuant to stock options or other employee benefit arrangements
(including stock options granted by IMRglobal prior to the Merger), an exchange
offer, merger, consolidation, share exchange, or similar transaction or an
acquisition of assets or another corporation and the number of shares of the
Principal Shareholders may be reduced if it is reasonably necessary in order to
permit the orderly distribution and sale of shares being offered by Parent or by
a selling shareholder exercising a demand registration right. In connection with
a piggyback registration, the Principal Shareholders shall be required to pay
all of the expenses referred to in clauses (i) and (v) of the penultimate
sentence of paragraph (a) of this Section, insofar as they are attributable to
the shares of the Principal Shares included in such registration statement.
(c) CUSTOMARY AGREEMENTS. In connection with any registration of Parent
Shares owned by the Principal Shareholders pursuant to this Section, Parent and
the Principal Shareholders shall enter into customary agreements relating to
such registration, which shall include representations regarding the accuracy of
information provided and indemnification provisions.
22. RESTRICTIONS ON TRANSFER OF PARENT SHARES. So long as the Shareholder
remains in the employ of Parent or the Company, the Principal Shareholders each
agree to retain at least 20% of the Parent Shares they receive in connection
with the Merger until after the second anniversary of the consummation of the
Merger. Separate certificates representing the Parent Shares subject to this
restriction shall be issued to the Principal Shareholders and such certificates
shall bear an appropriate legend reflecting this restriction and Parent's
transfer agent shall not be authorized to effect changes in the record owners of
such shares. Notwithstanding the foregoing, Parent shall consent to a Transfer
of such Shares to an affiliate or associate of the Principal Shareholders who
agrees in writing to be bound by this transfer restriction. In addition, any
Transfer required pursuant to the Pledge Agreement or required to meet
obligations under the related loan agreements shall be permitted.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
this 21st day of February, 2001.
SATISH K. SANAN
/s/ Satish K. Sanan
--------------------------------------
A&S FAMILY LIMITED PARTNERSHIP
By: SKS Management Inc., its
General Partner
By: /s/ Satish K. Sanan
-----------------------------------
Name: Satish K. Sanan
Title: President
CGI GROUP INC.
By: /s/ Serge Godin
-----------------------------------
Name: Serge Godin
Title: Chairman, president and
chief executive officer
CGI FLORIDA CORPORATION
By: /s/ Andre Imbeau
-----------------------------------
Name: Andre Imbeau
Title: Executive vice-president
and chief financial
officer
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EXHIBIT A
PROXY
The undersigned hereby irrevocably appoints designees of CGI Florida
Corporation, a Florida corporation (the "MERGER SUB"), the attorneys, agents and
proxies, with full power of substitution, for the undersigned and in the name,
place and stead of the undersigned to vote in such manner as such attorneys,
agents and proxies or their substitutes shall in their sole discretion deem
proper and otherwise act, including the execution of written consents, with
respect to all Subject Securities and Additional Securities (as defined in the
Voting Agreement dated as of February 21, 2001 (the "Voting Agreement"), among
Mr. Satish K. Sanan, A&S Family Limited Partnership, CGI Group Inc., a company
incorporated under the laws of Quebec and the Merger Sub) which the undersigned
is or may be entitled to vote at any meeting of the Company held after the date
hereof, whether annual or special and whether or not an adjourned meeting, or in
respect of which the undersigned is or may be entitled to act by written
consent. This Proxy is coupled with an interest and shall be irrevocable and
binding on any successor in interest of the undersigned. This Proxy shall
operate to revoke any prior proxy as to the Subject Securities or Additional
Securities heretofore granted by the undersigned. This Proxy shall terminate
upon the termination of the Voting Agreement in accordance with the terms of
Section 19 thereof.
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Dated: February 21, 2001
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