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Joinder And Amendment No. 1 To Shareholders Agreement And Registration Agreement

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Exhibit 10.26

JOINDER AND AMENDMENT TO

AMENDED AND RESTATED SHAREHOLDERS AGREEMENT AND

REGISTRATION AGREEMENT

THIS JOINDER AND AMENDMENT NO. 1 TO AMENDED AND RESTATED SHAREHOLDERS AGREEMENT AND REGISTRATION AGREEMENT (this " Amendment" ) is made as of September 3, 2004, by and among Concerto Software Group Holdings Ltd. (f/k/a New Melita Topco Ltd.), a company organized under the laws of the Cayman Islands (the " Company" ), the investment funds managed by Golden Gate Capital listed on the signature pages hereto and Rockwell Automation Holdings, Inc., a Delaware corporation (" Rockwell" ).

Reference is made to (a) that certain Amended and Restated Shareholders Agreement, dated as of February 9, 2004 (the " Shareholders Agreement" ), by and among the Company and the Persons listed on Schedules I, II and III attached thereto and (b) that certain Registration Agreement, dated as of February 9, 2004 (the " Registration Agreement" ), by and among the Company and the Persons listed on Schedules I, II and III attached thereto.

The parties hereto desire to amend the Shareholders Agreement in certain respects and join Rockwell as a party to the Shareholders Agreement and the Registration Agreement as of the date hereof, in each case as hereinafter provided.

NOW, THEREFORE, the parties to this Amendment hereby agree as follows:

1. Amendment of Shareholders Agreement . Pursuant to Section 11 of the Shareholders Agreement, the Shareholders Agreement is hereby amended by deleting the definition of " Shareholder Shares" as set forth in Section 9 of the Shareholders Agreement and replacing it with the following:

" Shareholder Shares" means the Golden Gate Shares, the Oak Shares and the Other Shares. For purposes of this Agreement, each Shareholder who holds options or warrants to acquire Ordinary Shares or securities convertible into Ordinary Shares shall be deemed to be the holder of all Shareholder Shares issuable (at the time of such determination) upon the exercise of such options or warrants or the conversion of such securities. As to any particular shares constituting Shareholder Shares, such shares will cease to be Shareholder Shares when they have been (x) effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them or (y) sold to the public through a broker, dealer or market maker pursuant to Rule 144 (or by any similar provision then in force) under the Securities Act, in each case in conformity with the terms and conditions of this Agreement.

2. Addition
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