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 ”).
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:
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
2
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 consummat
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