Exhibit 10.21
SHAREHOLDER IRREVOCABLE
UNDERTAKING
This SHAREHOLDER IRREVOCABLE
UNDERTAKING (this “Undertaking ”) is made
and entered into as of June 2, 2005, by and between Lawson
Software, Inc. , a Delaware corporation (“
Lawson ”), and the undersigned Shareholder (“
Shareholder ”) of Intentia International AB , a
company organized under the laws of Sweden (“ Intentia
”).
RECITALS
A.
Intentia, Lawson, Lion
Holdings, Inc. , a Delaware corporation (“
Bidder ”) and Lion Acquisition, Inc. , a
Delaware corporation (“ Lion Acquisition ”) have
entered into a Transaction Agreement (the “ Transaction
Agreement ”). Lawson has organized Bidder and
caused Bidder to organize Lion Acquisition for the purpose of
reorganizing Lawson into a holding company through a merger of Lion
Acquisition with and into Lawson, with Lawson as the surviving
corporation (the “ Merger ”) pursuant to an
Agreement of Merger between Lawson and Lion Acquisition (the
“ Merger Agreement ”). As a result of the
Merger, Lawson will become a wholly owned subsidiary of
Bidder. Bidder will enter into a business combination with
Intentia pursuant to the Transaction Agreement by means of a
recommended public offer by Bidder for all of the issued and
outstanding shares, warrants and convertible notes of Intentia (the
“Offer” );
B.
Such Offer will be publicly
announced by way of a press release issued by Lawson and Intentia
setting forth the terms and conditions of the purchase and in the
agreed form as set out in Appendix 1 (the “ Press
Announcement ”);
C.
Shareholder is the beneficial owner
of such number of shares of such Series A and/or Series B
Intentia shares, as set forth on the signature page hereof,
and warrants to acquire such number of shares of Intentia
Series B shares (“ Warrants ”) as set forth
on the signature page hereof.
D.
As an inducement and a condition to
entering into the Transaction Agreement and issuing a proxy
statement to its stockholders requesting approval of the issuance
of the shares of Bidder Stock to the Intentia Shareholders in
consideration for Intentia Shares, Lawson has requested that
Shareholder agree, and Shareholder has agreed (in
Shareholder’s capacity as such), to enter into this Agreement
in order to facilitate the consummation of the Offer.
NOW, THEREFORE
, intending to be legally bound, the
parties hereto agree as follows:
1.
Definitions
. For the purposes of this
Agreement, capitalized terms that are used but not defined herein
shall have the respective meanings ascribed thereto in the
Transaction Agreement.
“ Expiration Date
” shall mean the earlier to occur of (i) six months
after the earlier date of (A) the termination of the Offer by
Lawson in accordance with the terms and conditions set forth in the
Press Announcement, or (B) termination of the Transaction
Agreement, or (ii) such date
and time as the Offer shall have consummated in
accordance with the terms and conditions set forth in the Press
Announcement.
“ Person ” shall
mean any individual, any corporation, limited liability company,
general or limited partnership, business trust, unincorporated
association or other business organization or entity, or any
governmental authority.
“ Shares ” shall
mean: (i) all securities of Intentia (including all shares of
Intentia Series A and Intentia Series B capital stock and
all options, warrants and other rights to acquire Intentia Shares)
owned by Shareholder as of the date of this Agreement, and
(ii) all additional securities of Intentia (including all
additional Intentia Shares and all additional options, warrants and
other rights to acquire Intentia Shares) of which Shareholder
acquires beneficial ownership during the period commencing with the
execution and delivery of this Agreement until the Expiration
Date.
A Person shall be deemed to have
effected a “ Transfer ” of a security if such
Person directly or indirectly (i) offers for sale, sells,
assigns, pledges, encumbers, grants an option with respect to,
transfers or otherwise disposes of such security or any interest
therein, or (ii) enters into an agreement, commitment or other
arrangement providing for the sale of, assignment of, pledge of,
encumbrance of, granting of an option with respect to, transfer of
or disposition of such security or any interest therein; provided,
however, that the granting by Shareholder of a security interest in
Shares to a brokerage firm to secure a cash loan from such
brokerage firm for the purpose of purchasing Intentia Shares upon
exercise of Intentia options or warrants outstanding on the date of
this Agreement shall not be deemed a “ Transfer
” for purposes of this Agreement.
2.
Restriction on Transfer, Proxies
and Non-Interference . Except as expressly contemplated by this
Agreement, at all times during the period commencing with the
execution and delivery of this Agreement and continuing until the
Expiration Date, Shareholder shall not, directly or indirectly,
(i) cause or permit the Transfer of any of the Shares to be
effected, or discuss, negotiate or make any offer regarding any
Transfer of any of the Shares, (ii) grant any proxies or
powers of attorney with respect to any of the Shares, deposit any
of the Shares into a voting trust or enter into a voting agreement
or other similar commitment or arrangement with respect to any of
the Shares in contravention of the obligations of Shareholder under
this Agreement, (iii) request that Intentia register the
Transfer of any certificate or uncertificated interest representing
any of the Shares, or (iv) take any action that would make any
representation or warranty of Shareholder contained herein untrue
or incorrect, or have the effect of preventing or disabling
Shareholder from performing any of Shareholder’s obligations
under this Agreement. Notwithstanding the foregoing or
anything to the contrary set forth in this Agreement, Shareholder
may sell Shares for cash to the extent necessary to pay taxes
incurred as a direct result of the exercise of Intentia options or
warrants after the date hereof.
3.
Undertaking
. Shareholder hereby
undertakes to (i) accept the Offer in respect of the Shares,
including all Warrants, and tender such Shares, including all
Warrants, within 15 business days from the date on which the
acceptance period under the Offer commences and not withdraw such
acceptance once tendered; and (ii) vote against any proposal
made in opposition to, or in competition with, consummation of the
Offer, including any Acquisition Proposal, at any meetings of the
shareholders of Intentia at which any such proposal is
considered.
4.
Representations and
Warranties .
Shareholder hereby represents and warrants to Intentia as
follows:
(a)
Ownership of Shares
. Shareholder is the
beneficial owner of all of the Shares. Shareholder has sole
voting power and the sole power of disposition with respect to all
of the Shares, with no limitations, qualifications or restrictions
on such rights, subject to applicable federal securities laws and
the terms of this Agreement. Shareholder is the sole record
holder (as reflected in the records maintained by Intentia’s
transfer agent for Intentia Shares) of all of the
Shares.
(b)
Power; Binding
Agreement .
Shareholder has the legal capacity, power and authority to enter
into and perform all of Shareholder’s obligations under this
Agreement. The execution, delivery and performance of this
Agreement by Shareholder will not violate any agreement or court
order to which Shareholder is a party or is subject, including,
without limitation, any voting agreement or voting trust.
This Agreement has been duly and validly executed and delivered by
Shareholder and constitutes a valid and binding agreement of
Shareholder, enforceable against Shareholder in accordance with its
terms.
(c)
No Consents
. To his, her or its
knowledge, the execution and delivery of this Agreement by
Shareholder does not, and the performance by Shareholder of his,
her or its obligations hereunder will not, require Shareholder to
obtain any consent, approval, authorization or permit of, or to
make any filing with or notification to, any Governmental
Authority.
5.
No Ownership Interest
. Nothing contained in this
Agreement shall be deemed to vest in Lawson any direct or indirect
ownership or incidence of ownership of or with respect to any
Shares. Except as provided in this Agreement, all rights,
ownership and economic benefits relating to the Shares shall remain
vested in and belong to Shareholder.
6.
No Solicitation
. Shareholder, in its capacity
as a shareholder, shall not, and shall cause each of its
representatives and subsidiaries (other than Intentia and its
subsidiaries) not to, take any action that would constitute a
breach of Paragraph 11 of the Transaction Agreement if such action
were taken by Intentia.
7.
Shareholder Notification of
Acquisition of Additional Shares . At all times during the period
commencing with the execution and delivery of this Agreement and
continuing until the Expiration Date, Shareholder shall promptly
notify Lawson of the number of any additional Intentia Shares and
the number and type of any other voting securities of Intentia
acquired by Shareholder, if any, after the date hereof.
8.
Termination
. This Agreement shall
terminate immediately and automatically, without any action on the
part of any party hereto, as of the Expiration Date.
9.
Directors and Officers
. Notwithstanding anything in
this Agreement to the contrary, if Shareholder is a director or
officer of Intentia, nothing contained in this Agreement shall
prohibit such director or officer from acting in his/her capacity
as such or from taking such action as a director or officer of
Intentia that may be required on the part of such person as
a
director or officer of Intentia, including
acting in compliance with Paragraph 2 or 11.2 of the Transaction
Agreement.
10.
Miscellaneous
.
(a)
Entire Agreement
. This Agreement constitutes
the entire agreement among the parties with respect to the subject
matter hereof and supersede all prior agreements and
understandings, both written and oral, among the parties with
respect to the subject matter hereof.
(b)
Certain Events
. This Agreement and the
obligations hereunder shall attach to all of the Sh
