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Exhibit 10.1
EXECUTION VERSION
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (the
" Agreement ") is made as of December 6, 2006 by and
among Gartner, Inc., a corporation organized and existing under the
laws of the State of Delaware (the " Company "), Silver Lake
Partners, L.P., a Delaware limited partnership, Silver Lake
Investors, L.P., a Delaware limited partnership, and Silver Lake
Technology Investors, L.L.C., a Delaware limited liability company
(collectively, " Silver Lake ").
RECITALS
A. WHEREAS, as of the date
hereof, Silver Lake owns of record 23,615,128 shares of common
stock, par value $0.0005 per share, of the Company (the " Common
Stock "), which constitutes approximately 20.7% of the issued
and outstanding shares of Common Stock of the Company;
B. WHEREAS, Silver Lake
desires and voluntarily agrees to sell certain shares of Common
Stock held by Silver Lake to the Company, and the Company desires
to purchase such shares from Silver Lake;
C. WHEREAS, Silver Lake is
entitled to certain contractual consent rights (in addition to any
vote or consent of the board of directors or the stockholders of
the Company required by law or the Company’s certificate of
incorporation) pursuant to the terms of the Securityholders
Agreement by and among the Company, Silver Lake Partners, L.P. and
certain additional signatories thereto; and
D. WHEREAS, the Company and
Silver Lake desire to make certain covenants and agreements with
one another pursuant to this Agreement.
NOW THEREFORE, in consideration of
the covenants and promises set forth herein, and for other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereby agree as follows:
AGREEMENT
1. Purchase and Sale of
the Shares; the Closing .
1.1
Purchase and Sale of Common Stock . Subject to the terms and
conditions of this Agreement, and on the basis of the
representations, warranties and covenants set forth herein, Silver
Lake agrees to sell to the Company, and the Company agrees to
purchase from Silver Lake, 10,389,610 shares of Common Stock (the "
Shares "). The allocation of the Shares to be sold by each
Silver Lake entity at the Closing shall be pro rata based on the
number of shares of Common Stock held of record by each of Silver
Lake Partners, L.P., Silver Lake Investors, L.P., and Silver Lake
Technology Investors, L.L.C., rounded to the nearest whole share,
or in such other proportion as Silver Lake may determine; provided
Silver Lake notifies the Company of such allocation at least one
business day prior to the Closing.
1.2
Purchase Price . The " Per Share Purchase Price " for
the Shares shall be $19.25 per share. The " Purchase Price "
shall equal the Per Share Purchase Price specified in this
Section 1.2 multiplied by the number of Shares purchased by
the Company from Silver Lake pursuant to Section 1.1 of this
Agreement.
1.3
The Closing . Subject to the terms and conditions hereof,
the purchase and sale of the Shares contemplated by this Agreement
(the " Closing ") will take place at the offices of Wilson
Sonsini Goodrich & Rosati, Professional Corporation, 1301
Avenue of the Americas, 40 th
Floor, New York, New York 10019 at 10:00 a.m.
New York City time, on December 13, 2006, or such other day or
location as the parties may mutually agree. At the Closing,
(i) Silver Lake will deliver to the Company certificates
representing the Shares to be purchased by the Company duly
endorsed or accompanied by stock powers duly executed in blank and
otherwise in form acceptable for transfer on the books of the
Company (or shall deliver the Shares in such other manner as is
reasonably agreed), and (ii) the Company shall deliver the
Purchase Price to Silver Lake by wire transfer of immediately
available funds to one or more accounts specified by Silver Lake at
least one business day prior to the Closing.
2. Representations and
Warranties of Silver Lake . In order to induce the Company to
enter into this Agreement, Silver Lake hereby represents and
warrants to the Company as follows:
2.1
Ownership of Shares . Silver Lake owns of record the number
of issued and outstanding shares of Common Stock set forth in the
recitals to this Agreement. The Shares to be sold to the Company by
Silver Lake when delivered to the Company shall be free and clear
of any liens, claims or encumbrances, including rights of first
refusal and similar claims except for restrictions of applicable
state and federal securities laws. There are no restrictions on the
transfer of such Shares imposed by any shareholder or similar
agreement or any law, regulation or order, other than applicable
state and federal securities laws.
2.2
Authorization . Silver Lake has full right, power and
authority to execute, deliver and perform this Agreement and to
sell, assign and deliver the Shares to be sold by it to the
Company. This Agreement is the legal, valid and, assuming due
execution and delivery by the other parties hereto, binding
obligation of Silver Lake, enforceable in accordance with its
terms, except to the extent that the enforceability thereof may be
limited by (i) principles of public policy,
(ii) applicable bankruptcy, insolvency, reorganization or
other laws of general application relating to or affecting the
enforcement of creditors’ rights generally, and
(iii) rules of law governing the availability of equitable
remedies.
2.3
No Violation; No Consent . The execution, delivery and
performance of this Agreement and the consummation of the
transactions contemplated hereby by Silver Lake (i) will not
constitute a breach or violation of or default under any judgment,
decree or order or any agreement or instrument of Silver Lake or to
which Silver Lake is subject, (ii) will not result in the
creation or imposition of any lien upon the Shares to be sold by
Silver Lake, and (iii) will not require the consent of or
notice to any governmental entity or any party to any contract,
agreement or arrangement with Silver Lake.
2.4
Brokerage . There are no claims for brokerage commissions or
finder’s fees or similar compensation in connection with the
transactions contemplated by this Agreement based on any
arrangement or agreement made by or on behalf of Silver Lake.
3. Representations and
Warranties of the Company . In order to induce Silver Lake to
enter into this Agreement, the Company hereby represents and
warrants as follows:
3.1
Organization and Corporate Power; Authorization . The
Company is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of Delaware. The Company
has the requisite power and authority to execute, deliver and
perform this Agreement and to acquire the Shares. As of the
Closing, the Company will have sufficient capital to purchase the
Shares hereunder in compliance with Section 160 of the
Delaware General Corporation Law. The execution, delivery and
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performance of this Agreement and the consummation by the
Company of the transactions contemplated hereby have been approved
by a majority of the disinterested directors on the Board of
Directors of the Company, having been advised by counsel, and have
been otherwise duly authorized by all requisite action on the part
of the Company. This Agreement and any other agreements,
instruments, or documents entered into by the Company pursuant to
this Agreement have been duly executed and delivered by the Company
and are the legal, valid and, assuming due execution by the other
parties hereto, binding obligations of the Company, enforceable
against the Company in accordance with its terms except to the
extent that the enforceability thereof may be limited by
(i) principles of public policy, (ii) applicable
bankruptcy, insolvency, reorganization or other laws of general
application relating to or affecting the enforcement of
creditors’ rights generally, and (iii) rules of law governing
the availability of equitable remedies.
3.2
No Violation; No Consent . The execution, delivery and
performance of this Agreement and the consummati
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