EXHIBIT 10.5
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[FORM OF PURCHASE AND SALE JOINDER AGREEMENT
(AUSTRALASIA)]
PURCHASE AND SALE JOINDER AGREEMENT
(AUSTRALASIA)
by and among
LASALLE PARTNERS INCORPORATED,
The Person named as "Shareholder" on the Signature Page hereto
and, if applicable,
The person named as "Related JLW Owner" on the Signature Page hereto
dated as of October 21, 1998
TABLE OF CONTENTS
Page
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ARTICLE I
ISSUANCE AND CONVERSION OF THE CONVERTIBLE NOTE. . 2
Section 1.1 Australasia Region Agreement. . . 2
Section 1.2 [Intentionally Left Blank]. . . . 2
Section 1.3 Redemption of Convertible Notes . 2
Section 1.4 Representatives . . . . . . . . . 3
Section 1.5 [Intentionally Left Blank]. . . . 4
Section 1.6 Certain Covenants . . . . . . . . 4
ARTICLE II
CERTAIN REPRESENTATIONS AND WARRANTIES
OF THE SHAREHOLDER AND THE RELATED JLW OWNER . . . 4
Section 2.1 Interest in Shares and
Consideration . . . . . . . . . . 4
Section 2.2 Authorization . . . . . . . . . . 4
Section 2.3 No Violation. . . . . . . . . . . 5
Section 2.4 Consents and Approvals. . . . . . 6
Section 2.5 Shareholder Information . . . . . 6
ARTICLE III
CERTAIN REPRESENTATION, WARRANTIES AND COVENANTS
OF THE SHAREHOLDER AND THE RELATED JLW OWNER . . . 6
Section 3.1 Investment Matters. . . . . . . . 7
Section 3.2 Regulation S. . . . . . . . . . . 8
ARTICLE IV
TERMINATION . . . . . . . . . . . . . . . . . 10
Section 4.1 Termination of Agreement. . . . . 10
Page
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ARTICLE V
SURVIVAL, INDEMNIFICATION AND GENERAL RELEASE. . . 10
Section 5.1 Survival of Representations,
Warranties and Covenants. . . . . 10
Section 5.2 Indemnification . . . . . . . . . 10
Section 5.3 General Release by the Shareholder 10
ARTICLE VI
DEFINITIONS . . . . . . . . . . . . . . . . . 11
Section 6.1 Certain Terms . . . . . . . . . . 11
ARTICLE VII
MISCELLANEOUS . . . . . . . . . . . . . . . . . 12
Section 7.1 Specific Enforcement;
Other Remedies. . . . . . . . . . 12
Section 7.2 Severability. . . . . . . . . . . 12
Section 7.3 Expenses. . . . . . . . . . . . . 12
Section 7.4 Press Releases and
Announcements . . . . . . . . . . 12
Section 7.5 Entire Agreement; No Third
Party Beneficiaries . . . . . . . 13
Section 7.6 Amendment and Modification. . . . 13
Section 7.7 Notices . . . . . . . . . . . . . 13
Section 7.8 Assignment. . . . . . . . . . . . 13
Section 7.9 Headings. . . . . . . . . . . . . 13
Section 7.10 Applicable Law. . . . . . . . . . 13
Section 7.11 Jurisdiction. . . . . . . . . . . 13
Section 7.12 Words in Singular and
Plural Form . . . . . . . . . . . 14
Section 7.13 Service of Process. . . . . . . . 14
Section 7.14 Counterparts. . . . . . . . . . . 14
Section 7.15 Waiver of Jury Trial. . . . . . . 14
Annex A Purchase and Sale Agreement (Australasia)
Annex B Shareholder and Share Information
Annex C Form of Convertible Note
PURCHASE AND SALE JOINDER AGREEMENT (AUSTRALASIA)
PURCHASE AND SALE JOINDER AGREEMENT, dated as of October 21,
1998 (this "Agreement"), by and among (i) LASALLE PARTNERS INCORPORATED, a
Maryland corporation ("Parent"), (ii) the Person named as "Shareholder" on
the signature page hereto (the "Shareholder"), and, if applicable, (iii)
the person named as "Related JLW Owner" on the signature page hereto (the
"Related JLW Owner").
Capitalized terms used but not defined herein have the
respective meanings ascribed to them in the Purchase and Sale Agreement
(Australasia), dated as of October 21, 1998, a copy of which is attached
hereto as Annex A (the "Australasia Region Agreement"), by and among
Parent, JLLINT, Inc., an Illinois corporation and an indirect wholly-owned
subsidiary of Parent ("US Acquisition Sub"), LPI (Australia) Holdings Pty
Limited, a corporation organized under the laws of the Australian Capital
Territory ("Australia Acquisition Sub"), the ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇-related
entities named therein as parties, the persons named as "Management
Shareholders" on the signature pages thereto, the Shareholder and, if
applicable, the Related JLW Owner (in each case, by execution and delivery
of this Agreement), and each Person who executes and delivers a Purchase
and Sale Joinder Agreement (Australasia) identical to this Agreement
(collectively, the "Other Australasia Joinder Agreements").
WHEREAS, pursuant to the Australasia Region Agreement, the
Sellers described therein have agreed to sell the Shares of the Companies
described therein to US Acquisition Sub or Australia Acquisition Sub, as
applicable, in exchange for the Cash Consideration and Convertible Notes as
described therein;
WHEREAS, (i) pursuant to the Australasia Region Agreement, JLW
(NZ) Holdings Parent has directed US Acquisition Sub to issue to the
Shareholder, or (ii) pursuant to an agreement heretofore entered into
between the Shareholder and the relevant Seller (the "Note Purchase
Agreement"), the Shareholder has agreed to purchase from such Seller, in
either case, a portion of the Convertible Note otherwise issuable to such
Seller;
WHEREAS, as a condition of and inducement to the Buyers'
willingness to consummate the transactions contemplated hereby and by the
Other Australasia Joinder Agreements and the Australasia Region Agreement,
all of the Shareholders (together with any Related JLW Owners) will be
required to have entered into, and Parent and the Shareholder (and, if
applicable, the Related JLW Owner) are entering into, (i) this Agreement or
an Other Australasia Joinder Agreement (and thereby the Australasia Region
Agreement), (ii) a Stockholder Agreement and (iii) the Escrow Agreement;
WHEREAS, as of the date hereof, Parent, US Acquisition Sub,
JLLIP, Inc., an Illinois corporation and an indirect wholly-owned
subsidiary of Parent ("US Acquisition Sub II"), and the other parties named
therein are entering into a Purchase and Sale Agreement (the "Asia Region
Agreement"), pursuant to which, upon the terms and subject to the
conditions set forth therein, US Acquisition Sub and US Acquisition Sub II
collectively will acquire (except as otherwise set forth therein) all of
the issued share capital of each of the Asia Region Companies;
WHEREAS, as of the date hereof, Parent and the other parties
named therein are entering into a Purchase and Sale Agreement (the
"Europe/USA Region Agreement" and, together with the Asia Region Agreement,
the "Other Purchase Agreements"), pursuant to which, upon the terms and
subject to the conditions set forth therein, Parent has the right (and may
be required) to acquire all of the issued and outstanding share capital or
capital stock, as applicable, of each of the Europe/USA Region Companies;
and
WHEREAS, pursuant to this Agreement, the Other Australasia
Joinder Agreements, the Other Joinder Agreements, the Australasia Region
Agreement and the Other Purchase Agreements, Parent has the right (and may
be required) to acquire, directly or indirectly, all of the asset and
property management, advisory and other real estate-related businesses of
the Companies, the Asia Region Companies and the Europe/USA Region
Companies and their respective Subsidiaries (such businesses being
collectively referred to herein as the "JLW Businesses"), including all
such businesses currently being carried on by the JLW Partnerships and
their respective direct and indirect Subsidiaries.
NOW THEREFORE, in consideration of the premises and the mutual
covenants, agreements, representations and warranties contained herein, in
the Australasia Region Agreement and in the other Operative Agreements to
which the Shareholder (and, if applicable, the Related JLW Owner) is a
party, intending to be legally bound hereby, the parties hereto hereby
agree as follows:
ARTICLE I
ISSUANCE AND CONVERSION OF THE CONVERTIBLE NOTE
Section 1.1 Australasia Region Agreement. By executing this
Agreement, the Shareholder (and, if applicable, the Related JLW Owner)
authorizes the additional signature page hereto to be attached as a
counterpart to the Australasia Region Agreement, and agrees to be bound by
and subject to the terms of the Australasia Region Agreement as if the
Shareholder (and, if applicable, the Related JLW Owner) had executed such
Australasia Region Agreement on the date of its original execution.
Section 1.1
Section 1.2 [Intentionally Left Blank.]
Section 1.3 Redemption of Convertible Notes. Column 3 of Annex B
hereto (except as otherwise specified herein, all references in this
Agreement to "Annex B" refers to the definitive Annex B, as modified
pursuant to Section 2.2 of the Australasia Region Agreement) specifies the
aggregate principal amount of the Convertible Note issuable to the
Shareholder pursuant to Section 1.1(b) of the Asia Region Purchase
Agreement. If either Australia Acquisition Sub or US Acquisition Sub, as
applicable, as the issuer of the Convertible Note, or the Shareholder, as
the holder of such Convertible Note, exercises the Conversion Right (as
defined in the Convertible Note) in accordance with the provisions of such
Convertible Note, then the entire principal amount of such Convertible Note
shall be converted into the number of newly issued shares of common stock,
$.01 par value per share ("Parent Common Stock"), of Parent, determined by
dividing the principal amount of such Convertible Note by the Conversion
Amount (as defined in the Convertible Note), which number of shares of
Parent Common Stock (the "Consideration Shares") shall be specified in
column 3 of Annex B hereto, subject to adjustment in accordance with
Sections 1.3 and 1.4 of the Australasian Region Agreement. Upon such
conversion, Australia Acquisition Sub or US Acquisition Sub, as applicable,
shall deliver, or cause to be delivered, to: (a) the Shareholders'
Representatives, on behalf of the Shareholder, (i) the number of shares of
Parent Common Stock specified in column 3(a) of Annex B hereto (the
"Initial Distribution Shares"), which Initial Distribution Shares shall be
issued in the name of the Shareholder and (ii) the number of shares of
Parent Common Stock specified in column 3(b) of Annex B hereto (the
"Forfeiture Shares" and, together with the Initial Distribution Shares, the
"Initial Consideration Shares"), which Forfeiture Shares shall be deposited
in escrow with the escrow agent appointed pursuant to the SCCA (the
"Forfeiture Shares Escrow Agent") pursuant to the applicable provisions of
the SCCA, and held and distributed in accordance with the terms thereof;
and (b) ▇▇▇▇▇▇ Trust and Savings Bank (the "Escrow Agent") (i) the number
of shares of Parent Common Stock specified in column 3(c) of Annex B
hereto, to be deposited in escrow as Escrow Shares pursuant to clause (b)
of Section 1.3 of the Australasia Region Agreement, and (ii) the number of
shares of Parent Common Stock specified in column 3(d) of Annex B to be
deposited in escrow as Adjustment Shares pursuant to clause (a) of Section
1.3 of the Australasia Region Agreement, which Escrow Shares and Adjustment
Shares shall be held and disposed of in accordance with the applicable
provisions of the Escrow Agreement and the applicable provisions of the
Australasia Region Agreement. The aggregate number of shares of Parent
Common Stock to be deposited with the Escrow Agent pursuant to clause
(b)(i) of Section 1.2 of the Australasia Region Agreement, clause (b)(i) of
Section 1.2 of each of the Other Purchase Agreements and clause (i) of the
last sentence of Section 6.7 of the Australasia Region Agreement and each
of the Other Purchase Agreements shall be 750,000 shares (the "Escrow
Shares")), and (ii) the aggregate number of shares of Parent Common Stock
to be deposited with the Escrow Agent pursuant to clause (a) of Section 1.3
of the Australasia Region Agreement, which shares, together with the shares
deposited in escrow pursuant to clause (b)(ii) of Section 1.2 of each of
the Other Purchase Agreements, and clause (ii) of Section 6.7 of the
Australasia Region Agreement, and each of the Other Purchase Agreements
shall be 1,241,683 shares (the "Adjustment Shares"); provided that the
Forfeiture Shares issuable pursuant to the Asia Region Agreement shall also
be initially deposited with the Escrow Agent as additional Escrow Shares to
be held and disposed of in accordance with the applicable provisions of the
Escrow Agreement.
Section 1.4 Representatives. (a) The parties acknowledge and agree
that prior to the Shareholder Determination Date the Sellers, the
Shareholders, the Other Shareholders, the Related JLW Owners and the ESOT
Trustee (on behalf of the ESOT) will execute a Sellers' Contribution and
Coordination Agreement (the "SCCA") relating to, among other things, the
selection, replacement, rights and obligations of the Sellers'
Representatives and the Shareholders' Representatives, which SCCA shall be
in a form reasonably acceptable to Parent. The SCCA, as executed, shall
not be amended without the consent of Parent, which consent will not be
unreasonably withheld or delayed.
(b) By execution of this Agreement, the Shareholder and, if
applicable, the Related JLW Owner agree that:
(i) The Buyers shall be able to rely conclusively on
the instructions or actions of (A) the Sellers' Representatives, or any of
them, as to any instructions or actions required or permitted to be taken
by the Sellers' Representatives hereunder or under any other Operative
Agreement or the SCCA when executed, which instructions or actions shall be
binding on each such Shareholder, Related JLW Owner and JLW Party (the
"Closing Authorized Actions"), and (B) the Shareholders' Representatives as
to the settlement of any claims of indemnification against the Escrow Fund
(as defined in the Escrow Agreement) by any Indemnified Persons pursuant to
the Escrow Agreement, the resolution of any dispute regarding Adjustment
Shares under Section 1.4 of the Australasia Region Agreement or any other
actions required or permitted to be taken by the Shareholders'
Representatives hereunder or under the SCCA when executed or any of the
Operative Agreements (the "Other Authorized Actions" and, together with the
Closing Authorized Actions, the "Authorized Actions"). No party hereunder
or the Escrow Agent shall have any cause of action against any of the
Buyers or any other Indemnified Person to the extent any such Buyer or any
other such Indemnified Person has relied upon such instructions or actions
of the Sellers' Representatives or the Shareholders' Representatives.
(ii) [Intentionally Left Blank]
(iii)The provisions of this Section 1.4 are independent
and severable, are irrevocable and coupled with an interest and shall be
enforceable notwithstanding any rights or remedies that the Shareholder or,
if applicable, the Related JLW Owner or ESOT Trustee may have against the
Sellers' Representatives or the Shareholders' Representatives for any
breach of the SCCA or otherwise.
(iv) Remedies available at law for any breach of the
provisions of this Section 1.4 are inadequate. Therefore, Parent and the
Companies shall be entitled to temporary and permanent injunctive relief
without the necessity of proving damages if any of Parent and/or any
Company brings an action to enforce the provisions of this Section 1.4.
(v) The provisions of this Section 1.4 shall be binding
upon the executors, heirs, legal representatives, personal representatives,
successor trustees, and successors of the Shareholder and, if applicable,
the Related JLW Owner and ESOT Trustee, and any references in this
Agreement or in the Australasia Region Agreement to a Shareholder or the
Shareholders or the Related JLW Owner or the Related JLW Owners shall mean
and include the successors to the Shareholder's or Shareholders' or the
Related JLW Owner's or Related JLW Owners' rights hereunder and thereunder,
whether pursuant to testamentary disposition, the laws of descent and
distribution or otherwise.
Section 1.5 [Intentionally Left Blank.]
Section 1.6 Certain Covenants. The Shareholder hereby covenants and
agrees that, from the date hereof to the Closing, such Shareholder shall
not Transfer, directly or indirectly, the right to receive the Convertible
Note (or any Consideration Shares issuable upon the conversion thereof) or,
if applicable, any rights under the Note Purchase Agreement, or any
ownership or other interest in any Seller or Affiliate thereof. The
Related JLW Owner, if any, shall cause the Shareholder to perform each of
the obligations of such Shareholder set forth in this Agreement and in each
of the other Operative Agreements to which such Shareholder is a party.
ARTICLE II
CERTAIN REPRESENTATIONS AND WARRANTIES
OF THE SHAREHOLDER AND THE RELATED JLW OWNER
The Shareholder and, if applicable, the Related JLW Owner,
jointly and severally, hereby make the following representations and
warranties to Parent:
Section 2.1 Interest in Shares and Consideration. (a) Neither the
Shareholder nor, if applicable, the Related JLW Owner, owns or has any
interest in any Shares, other than as a trust beneficiary in respect of one
or more Sellers. Except as set forth on Annex B hereto, neither the
Shareholder nor, if applicable, the Related JLW Owner has any rights in or
to any of the specific assets, properties or rights of or used by any
Company or Company Subsidiary. Other than as specifically provided in the
Asia Region Agreement or the other Operative Agreements, neither the
Shareholder nor, if applicable, the Related JLW Owner has any right or
claim to any payment or consideration (with respect to an ownership,
partnership, trust or similar interest, right of participation or
otherwise) from any of the Companies or Company Subsidiaries, as a result
of or in connection with the consummation of the transactions contemplated
by this Agreement, the other Operative Agreements and the Integration
Agreements.
Section 2.2 Authorization. (a) The Related JLW Owner, if any, has
full power, capacity and authority to execute, deliver and perform this
Agreement and the other Operative Agreements to which such Related JLW
Owner is a party and to carry out the transactions contemplated hereby and
thereby. No other action on the part of the Related JLW Owner is necessary
to execute and deliver each of this Agreement and the other Operative
Agreements to which such Related JLW Owner is a party and the consummation
of the transactions contemplated hereby and thereby. Each of this
Agreement and the other Operative Agreements to which the Related JLW Owner
is a party has been duly and validly executed and delivered by such Related
JLW Owner and constitutes a valid and binding agreement of such Related JLW
Owner, enforceable against such Related JLW Owner in accordance with its
terms, except as enforcement may be limited by bankruptcy, insolvency,
reorganization and other similar Laws affecting creditors generally and by
general principles of equity, regardless of whether in a proceeding in
equity or at law.
(b) The Shareholder (i) if a corporation (a "Corporate
Shareholder"), has all requisite corporate power and authority, (ii) if a
natural person, has full power, capacity and authority and (iii) if a
trustee (a "Trustee Shareholder") under a trust (the "Trust"), is the
lawful and duly appointed trustee of the Trust, and has full power,
authority and legal right under the trust agreement, will or other
instrument pursuant to which such Trustee Shareholder acts as trustee (the
"Trust Agreement"), to execute, deliver and perform each of this Agreement
and the other Operative Agreements to which the Shareholder (or, in the
case of a Trustee Shareholder, the Trust) is a party and to carry out the
transactions contemplated hereby and thereby. If the Shareholder is a
Corporate Shareholder, such Shareholder is duly organized or incorporated
and validly existing (and, if applicable) in good standing under the laws
of its jurisdiction of incorporation or formation and has all requisite
corporate or similar power and authority to carry on its business as it is
now being conducted and to own the properties and assets it now owns. If
the Shareholder is a Trustee Shareholder, there are no trustees of such
Trust other than the Trustee Shareholder who has entered into this
Agreement on behalf of such Trust, and such Trustee Shareholder has caused
to be delivered to Parent a true, correct and complete copy of the Trust
Agreement or other evidence satisfactory to Parent of such Trustee
Shareholder's power, authority and legal right referred to above. No other
action on the part of the Shareholder (or, in the case of a Corporate
Shareholder or Trustee Shareholder, the shareholders of such Shareholder or
beneficiaries of such Trust, as the case may be) is necessary to authorize
and approve the execution and delivery by the Shareholder (in the case of a
Trustee Shareholder, the Trust) of each of this Agreement and the other
Operative Agreements to which the Shareholder (in the case of a Trustee
Shareholder, the Trust) is a party and the consummation of the transactions
contemplated hereby and thereby. Each of this Agreement and the other
Operative Agreements to which the Shareholder (in the case of a Trustee
Shareholder, the Trust) is a party has been duly and validly executed and
delivered by the Shareholder and constitutes a valid and binding agreement
of the Shareholder (in the case of a Trustee Shareholder, the Trust),
enforceable against the Shareholder (in the case of a Trustee Shareholder,
the Trust) in accordance with its terms, except as enforcement may be
limited by bankruptcy, insolvency, reorganization and other similar Laws
affecting creditors generally and by general principles of equity (with
respect to a Trustee Shareholder, other than principles of fiduciary duty),
regardless of whether in a proceeding in equity or at law.
Section 2.3 No Violation. (a) Neither the execution and delivery by
the Related JLW Owner, if any, of this Agreement or any other Operative
Agreement to which the Related JLW Owner is a party nor the consummation by
the Related JLW Owner of the transactions contemplated hereby or thereby
shall: (i) violate, conflict with, constitute a default (or an event which,
with notice or lapse of time or both, would constitute a default) under,
cause or permit the acceleration of, or give rise to any right of
termination, imposition of fees or penalties under, any indebtedness,
contract, instrument or other obligation to which the Related JLW Owner is
a party or by which the Related JLW Owner or the Related JLW Owner's assets
are bound or affected, or result in the creation or imposition of any Lien
upon any of the Shares or any properties or assets of the Related JLW
Owner; or (ii) violate any statute, law, judgment, decree, order,
regulation, rule or other similar authoritative matters of any foreign,
federal, state or local governmental or quasi-governmental, administrative,
regulatory or judicial court, department, commission, agency, board,
bureau, instrumentality or other authority to which the Related JLW Owner
is subject; except, in the case of clause (i) or (ii) above, for any of the
same that, individually or in the aggregate, would not reasonably be
expected to materially impair the ability of such Related JLW Owner to
perform his or her obligations hereunder or thereunder or prevent or
materially delay the consummation of the transactions contemplated hereby
and thereby.
(b) Neither the execution and delivery by the Shareholder of
this Agreement or any other Operative Agreement to which the Shareholder
(in the case of a Trustee Shareholder, the Trust) is a party nor the
consummation by the Shareholder of the transactions contemplated hereby or
thereby shall: (i) in the case of a Corporate Shareholder, violate or be in
conflict with any provision of the certificate of incorporation and bylaws
or memorandum of articles of association (or similar organizational
documents), as applicable, of the Shareholder; (ii) in the case of a
Trustee Shareholder, violate or be in conflict with the Trust Agreement or
any provision of the certificate of incorporation and bylaws or memorandum
articles of association (or similar organizational documents), as
applicable, of the Trustee Shareholder; (iii) violate, conflict with,
constitute a default (or an event which, with notice or lapse of time or
both, would constitute a default) under, cause or permit the acceleration
of, or give rise to any right of termination, imposition of fees or
penalties under, any indebtedness, contract, instrument or other obligation
to which the Shareholder (or, in the case of a Trustee Shareholder, the
Trust) is a party or by which the Shareholder (or, in the case of a Trustee
Shareholder, the Trust) or the Shareholder's (or, in the case of a Trustee
Shareholder, the Trust's) assets are bound or affected, or result in the
creation or imposition of any Lien upon any of the Shares or any properties
or assets of the Shareholder (or, in the case of a Trustee Shareholder, the
Trust); or (iv) violate any statute, law, judgment, decree, order,
regulation, rule or other similar authoritative matters of any foreign,
federal, state or local governmental or quasi-governmental, administrative,
regulatory or judicial court, department, commission, agency, board,
bureau, instrumentality or other authority to which the Shareholder (or, in
the case of a Trustee Shareholder, the Trust) is subject; except, in the
case of clause (iii) or (iv) above, for any of the same that, individually
or in the aggregate, would not reasonably be expected to materially impair
the ability of such Shareholder to perform his, her or its obligations
hereunder or thereunder or prevent or materially delay the consummation of
the transactions contemplated hereby and thereby.
Section 2.4 Consents and Approvals. No Consents from or of any third
party or any Authority are necessary for the execution and delivery by the
Shareholder and, if applicable, the Related JLW Owner of this Agreement or
any other Operative Agreement to which the Shareholder or such Related JLW
Owner (or, in the case of a Trustee Shareholder, the Trust) is a party or
the consummation by the Shareholder and such Related JLW Owner of the
transactions contemplated hereby and thereby, except for the making of such
filings or the receipt of such approvals as to which the failure to make or
obtain would not, individually or in the aggregate, reasonably be expected
to materially impair the ability of the Shareholder and such Related JLW
Owner to perform his, her or its obligations hereunder or thereunder or
prevent or materially delay the consummation of the transactions
contemplated hereby or thereby.
Section 2.5 Shareholder Information. The Shareholder is either (i) a
natural person and an employee of the JLW Businesses or (ii) a Corporate
Shareholder or a Trustee Shareholder who qualifies as a Permitted JLW
Shareholder of the Related JLW Owner. In the event that clause (ii) of the
immediately preceding sentence is applicable, the Related JLW Owner is an
employee of the JLW Businesses whose name is set forth on Annex B hereto
opposite the name of the Shareholder.
ARTICLE III
CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS
OF THE SHAREHOLDER AND THE RELATED JLW OWNER
The Shareholder and, if applicable, the Related JLW Owner, jointly
and severally, hereby make the following representations, warranties and
covenants to Parent:
Section 3.1 Investment Matters. (a) The Shareholder and, if
applicable, the Related JLW Owner are resident in the country identified
under the Shareholder's and Related JLW Owner's names in columns 1 and 2,
respectively, of Annex B hereto, and neither the Shareholder nor, if
applicable, the Related JLW Owner is resident in a territory outside such
country.
(b) The Shareholder and, if applicable, the Related JLW Owner
agree not to engage in any hedging transactions with regard to the
Convertible Note (and the Consideration Shares issuable upon conversion
thereof) unless in compliance with the Securities Act.
(c) The Shareholder and, if applicable, the Related JLW Owner
acknowledge and agree that the Consideration Shares issuable upon
conversion of the Convertible Note will, upon issuance thereof, be subject
to the provisions of the Stockholder Agreement, including, without
limitation, the restrictions on transfer and voting restrictions contained
therein.
(d) The Shareholder and, if applicable, the Related JLW Owner
acknowledge and agree that the Convertible Note (and the Consideration
Shares issuable upon conversion thereof) are being offered and sold to the
Shareholder in reliance on specific exemptions from the registration
requirements of the United States federal and state securities laws and
that Parent is relying upon the truth and accuracy of the representations,
warranties, agreements, acknowledgments and understandings of the
Shareholder and, if applicable, the Related JLW Owner set forth herein in
order to determine the applicability of such exemptions and the suitability
of the Shareholder to acquire the Convertible Note (and the Consideration
Shares issuable upon conversion thereof).
(e) The Shareholder and, if applicable, the Related JLW Owner
have received and have had an opportunity to carefully review the Offering
Memorandum, dated as of [!], 1998, delivered to the Shareholder and, if
applicable, the Related JLW Owner prior to the execution of this Agreement,
Parent's Annual Report on Form 10-K for the fiscal year ended December 31,
1997, Parent's Quarterly Reports on Form 10-Q for the quarters ended March
31, 1998 and June 30, 1998, Parent's 1997 Annual Report to Stockholders and
proxy statement dated March 31, 1998 and Parent's Current Report on Form 8-
K dated September 3, 1998, and the Shareholder and, if applicable, the
Related JLW Owner have had a reasonable opportunity to ask questions of and
receive answers from Parent concerning Parent, and to obtain any additional
information reasonably necessary to verify the accuracy of the information
furnished to the Shareholder or such Related JLW Owner concerning Parent
and all such questions, if any, have been answered to the full satisfaction
of the Shareholder and, if applicable, the Related JLW Owner.
(f) The Shareholder and, if applicable, the Related JLW
Owner acknowledge that no representations or warranties have been made to
the Shareholder or such Related JLW Owner by Parent or any agent, employee
or Affiliate of Parent other than those contained in the Australasia Region
Agreement, and in entering into this transaction the Shareholder and, if
applicable, the Related JLW Owner are not relying upon any information,
other than that referred to in the foregoing paragraph, contained in the
Australasia Region Agreement and the other Operative Agreements, and the
results of independent investigations by the Shareholder and, if
applicable, the Related JLW Owner and his, her or its representatives;
provided that the Shareholder and, if applicable, the Related JLW Owner
acknowledge and agree that the only representations or warranties that
Parent has made with respect to such information are as set forth in
Sections 4.7 and 4.20 of the Australasia Region Agreement.
Section 3.2 Regulation S.
(a) The Shareholder and, if applicable, the Related JLW Owner
acknowledge that the Convertible Note and, if the Conversion Right is
exercised, each certificate representing Consideration Shares delivered to
or on behalf of the Shareholder shall include the following legend:
THE [NOTE] [SHARES] REPRESENTED BY THIS CERTIFICATE (THE
['NOTE']['SHARES']) HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE 'ACT'), AND, ACCORDINGLY, MAY NOT
BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH BELOW. [THE SALE, PLEDGE OR
OTHER TRANSFER OF THIS NOTE WITHOUT THE PRIOR WRITTEN CONSENT OF [JLLINT,
INC.] [LPI (AUSTRALIA) HOLDINGS PTY LIMITED] (["US ACQUISITION SUB"]
["AUSTRALIA ACQUISITION SUB"]) IS PROHIBITED.] BY THE ACQUISITION HEREOF,
THE HOLDER (1) REPRESENTS THAT SUCH HOLDER IS NOT A U.S. PERSON AND IS
ACQUIRING THE [NOTE] [SHARES] IN AN OFFSHORE TRANSACTION, (2) AGREES THAT
SUCH HOLDER WILL NOT RESELL OR OTHERWISE TRANSFER THE [NOTE] [SHARES]
EXCEPT (A) TO JONESLANG LASALLE INCORPORATED (THE 'COMPANY') OR ANY
SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE ACT, (C) INSIDE THE UNITED STATES, TO A TRANSFEREE THAT, PRIOR TO
SUCH TRANSFER, FURNISHES TO THE COMPANY A SIGNED LETTER CONTAINING CERTAIN
REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF
THE SHARES (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE COMPANY), (D)
OUTSIDE THE UNITED STATES, IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH
RULES 904 AND 905 UNDER THE ACT, (E) PURSUANT TO THE EXEMPTION FROM
REGISTRATION PROVIDED BY RULE 144 UNDER THE ACT (IF AVAILABLE) OR (F)
PURSUANT TO ANY OTHER EXEMPTION FROM REGISTRATION UNDER THE ACT (IF
AVAILABLE) AND (3) AGREES THAT SUCH HOLDER WILL GIVE EACH PERSON TO WHOM
THE [NOTE] [SHARES] ARE TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF
THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THE [NOTE] [SHARES]
PURSUANT TO CLAUSES (C), (E) OR (F) ABOVE, THE HOLDER MUST, PRIOR TO SUCH
TRANSFER, FURNISH TO THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR
OTHER INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH
TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE ACT. AS USED HEREIN,
THE TERMS 'OFFSHORE TRANSACTION,' 'UNITED STATES' AND 'U.S. PERSON' HAVE
THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE ACT.
(b) The Shareholder and, if applicable, the Related JLW Owner
acknowledge that any certificate representing Consideration Shares issuable
upon such conversion shall also include the following legend:
IN ADDITION, THE SHARES ARE SUBJECT TO THE PROVISIONS OF A
STOCKHOLDER AGREEMENT, DATED AS OF OCTOBER 21, 1998, BY AND BETWEEN THE
COMPANY AND THE PERSON WHOSE NAME APPEARS ON THE REVERSE HEREOF, AND AN
INDEMNITY AND ESCROW AGREEMENT, DATED AS OF OCTOBER 21, 1998, BY AND AMONG
THE COMPANY, THE PERSON WHOSE NAME APPEARS ON THE REVERSE HEREOF AND THE
OTHER PARTIES NAMED THEREIN, WHICH INCLUDE, WITHOUT LIMITATION, VARIOUS
ADDITIONAL RESTRICTIONS ON TRANSFER OF THE SHARES AND THE GRANTING OF
CERTAIN VOTING RIGHTS, A COPY OF WHICH WILL BE FURNISHED BY THE COMPANY TO
THE HOLDER HEREOF UPON WRITTEN REQUEST WITHOUT CHARGE.
(c) The Shareholder and, if applicable, the Related JLW Owner
understand that the Convertible Note (and the Consideration Shares issuable
upon conversion thereof) are being issued to the Shareholder in reliance on
Regulation S and have not been registered under the Securities Act or with
any securities regulatory authority of any state of the United States or
other jurisdiction and, therefore, that such Convertible Note (and the
Consideration Shares issuable upon conversion thereof, and all securities
issued in exchange therefor or in substitution thereof) cannot be resold in
the absence of such registration, except pursuant to an exemption from, or
in a transaction not subject to, such registration requirements. Except as
set forth in the Stockholder Agreement, the Shareholder, and if applicable,
the Related JLW Owner are aware that Parent is under no obligation to
effect any such registration under the Securities Act or otherwise with
respect to such Convertible Note or Consideration Shares (or any securities
issued in exchange therefor or in substitution thereof), or to file for or
comply with any exemption from such registration.
(d) The Shareholder is, and any person for whose account it
is acquiring the Convertible Note (and the Consideration Shares issuable
upon conversion thereof) is, outside the "United States" (as defined under
Regulation S), and this Agreement and each of the Other Operative
Agreements was executed, and the investment decision to enter into this
Agreement was made, outside the United States.
(e) Neither the Shareholder nor, if applicable, the Related
JLW Owner is in the business of buying and selling securities.
(f) Neither the Shareholder nor, if applicable, the Related
JLW Owner will offer, sell or deliver the Convertible Note (or any of the
Consideration Shares issuable upon conversion thereof), or any interest or
participation therein, until one year after the Closing Date (the
"Restricted Period"), except in an "offshore transaction" (as defined under
Regulation S) in accordance with Rule 904 of Regulation S, pursuant to an
effective registration statement under the Securities Act, pursuant to Rule
144 under the Securities Act or pursuant to another exemption from the
registration requirements of the Securities Act and otherwise in accordance
with this Agreement, the Australasia Region Agreement and the Stockholder
Agreement.
(g) The Shareholder and, if applicable, the Related JLW Owner
acknowledge and agree that any resale or other transfer, or attempted
resale or other transfer, which Parent determines in good faith was made
other than in compliance with the restrictions stated herein and in the
Stockholder Agreement shall not be recognized by Parent in respect of
Consideration Shares issuable upon conversion of the Convertible Note, and
that Parent may deliver a corresponding stop-transfer order to the Transfer
Agent to that effect. For so long as Consideration Shares are subject to
the provisions of the Stockholder Agreement, no resale or other transfer of
such Consideration Shares shall be made unless in compliance with Article
IV of the Stockholder Agreement, including the requirement that prior to
any such resale or other transfer, Parent is furnished evidence reasonably
satisfactory to Parent that such resale or transfer is being made in
compliance with the applicable provisions of the Stockholder Agreement. At
any time after such Consideration Shares are no longer subject to the
provisions of the Stockholder Agreement, upon the written request of the
holder thereof, Parent shall remove the legend set forth in Section 3.2(b)
hereof from the certificate(s) representing such Consideration Shares or
replace such certificate(s) with certificate(s) not bearing such legend.
(h) If the Shareholder or, if applicable, the Related JLW
Owner intends to transfer any of the Convertible Note (or the Consideration
Shares issuable upon conversion thereof), or any interest or participation
therein, prior to the expiration of the Restricted Period, the Shareholder
or the Related JLW Owner, as the case may be, shall deliver to Parent a
written opinion of counsel to the transferee, which counsel and opinion
shall be reasonably satisfactory to Parent, to the effect that the offer,
sale and transfer of such Convertible Note (or the Consideration Shares
issuable upon conversion thereof), or any interest or participation
therein, are not subject to registration under the Securities Act or are
permitted under Regulation S. At any time after the Restricted Period,
upon the written request of the holder thereof, together with a written
opinion of counsel, which counsel and opinion shall be reasonably
satisfactory to Parent, to the effect that the legend set forth in Section
3.2(a) hereof is no longer required on the certificate(s) representing such
Consideration Shares under the applicable requirements of the Securities
Act, Parent shall remove such legend from the certificate(s) representing
such Consideration Shares or replace such certificate(s) with
certificate(s) not bearing such legend.
(i) Neither the Shareholder nor any Related JLW Owner has
engaged in, nor during the Restricted Period will engage in, any "directed
selling efforts" (as defined under Regulation S) with respect to the
Convertible Note (or any Consideration Shares issuable upon conversion
thereof).
ARTICLE IV
TERMINATION
Section 4.1 Termination of Agreement. This Agreement shall terminate
automatically upon the termination of the Australasia Region Agreement
pursuant to and in accordance with the terms of Article XI thereof. If
this Agreement is so terminated and abandoned as provided herein, no party
hereto shall have any liability or further obligation to any other party to
this Agreement, except as set forth in the Australasia Region Agreement.
Sections 7.3 and 7.4 hereof shall survive the termination of this
Agreement.
ARTICLE V
SURVIVAL, INDEMNIFICATION AND GENERAL RELEASE
Section 5.1 Survival of Representations, Warranties and Covenants.
None of the representations and warranties of Parent contained in this
Agreement, the Australasia Region Agreement or any other Operative
Agreement, or any instrument delivered pursuant hereto or thereto, shall
survive the Closing. All representations and warranties of the Shareholder
and, if applicable, the Related JLW Owner contained in this Agreement or
any other Operative Agreement, or any instrument delivered pursuant hereto
or thereto, shall survive the Closing for the period specified in the
Escrow Agreement. The covenants and agreements of Parent contained in this
Agreement, the Asia Region Agreement or any other Operative Agreement, or
any instrument delivered pursuant hereto or thereto, shall not survive the
Closing, unless such covenants or agreements specify terms or are
contemplated to be performed in whole or in part on or after the Closing,
in which case any such covenants or agreements shall survive for such
specified terms or until performed in full. The covenants and agreements
of the Shareholder and, if applicable, the Related JLW Owner contained in
this Agreement, the Asia Region Agreement or any other Operative Agreement
shall survive the Closing without limitation as to time unless the covenant
or agreement specifies a term, in which case such covenant or agreement
shall survive for such specified term.
Section 5.2 Indemnification. Parent and the other Indemnified
Persons (as defined in the Escrow Agreement), shall be indemnified,
defended and held harmless from and against any and all Liabilities and
against all claims in respect thereof to the extent, and subject to the
terms, conditions and limitations set forth in the Escrow Agreement.
Section 5.3 Release by the Shareholder. The Shareholder and, if
applicable, the Related JLW Owner, for themselves and for each of their
respective Associated Parties, to the fullest extent permitted by
applicable law, hereby irrevocably, unconditionally and completely
releases, waives, relinquishes and forever discharges each of (i) the
Buyers from any claims or causes of action arising out of or relating to
the Integration (other than Post-Closing Actions) or the allocation of the
Consideration among the Shareholders and Other Shareholders under the
Purchase Agreements, and (ii) the Companies, the Asia Region Companies and
the Europe/USA Region Companies, together with their respective
Subsidiaries, successors and past, present and future assigns, directors,
officers, employees, agents and representatives in their capacities as such
(other than the Shareholder and, if applicable, the Related JLW Owner) of
any of the foregoing (collectively, the "Released Persons"), from all past,
present and future disputes, claims, controversies, demands, rights,
obligations, liabilities, actions and causes of action of every kind and
nature (whether accrued or unaccrued) whatsoever against any one or more of
the Released Persons, which are related directly or indirectly to events
occurring prior to the Closing Date (other than, in each case, any
Surviving Claims), including: (A) any unknown, unsuspected or undisclosed
claim; (B) any claim or right that may be asserted or exercised by the
Shareholder and, if applicable, the Related JLW Owner in such Shareholder's
or Related JLW Owner's capacity as a shareholder, director, officer or
employee of any Company, Asia Region Company or Europe/USA Region Company,
or any of their respective Subsidiaries, as a partner or former partner in
any predecessor of any Company, Asia Region Company or Europe/USA Region
Company, or any of their respective Subsidiaries, or as a direct or
indirect beneficiary of any trust or trust arrangement, whether implied or
actual, relating directly or indirectly to any portion of the businesses or
assets of the JLW Businesses (including, without limitation, the right to
receive profits therefrom or an ownership or other participatory interest
or right therein) or in any other capacity; and (C) any claim, right or
cause of action based upon any breach of any express, implied, oral or
written contract or agreement; provided that the releases set forth in the
foregoing clauses (i) and (ii) shall not apply to any Surviving Claims.
ARTICLE VI
DEFINITIONS
Section 6.1 Certain Terms. When used in this Agreement, the
following terms shall have the meanings specified:
"Associated Parties" when used herein with respect to the
Shareholder or the JLW Related Owner, means and includes: (i) the
Shareholder's or Related JLW Owner's successors, executors, administrators,
beneficiaries, heirs and estate; and (ii) the Shareholder's or Related JLW
Owner's future assigns.
"Buyers" means, collectively, Parent, US Acquisition Sub and
Australia Acquisition Sub.
"Operative Agreements" means, collectively, this Agreement, the
Australasia Region Agreement, the Stockholder Agreement, the Escrow
Agreement, the Convertible Notes and the Indemnification Agreement
Guarantees.
"Other Joinder Agreements" means the Purchase and Sale Joinder
Agreement (Asia) and the Purchase and Sale Joinder Agreement (Europe/USA),
in the form attached to the Asia Region Agreement and the Europe/USA Region
Agreement, respectively.
"Other Shareholders" means, collectively, the Persons whose
names appear on one of the Preliminary Master Shareholder Lists attached to
the Purchase Agreements, and who execute and deliver the applicable Other
Joinder Agreements and the other applicable Shareholder Transaction
Documents.
"Permitted JLW Shareholder" means, in respect of the Related
JLW Owner: (a) a trust of which there are no beneficiaries other than such
Related JLW Owner and/or any descendant(s) of such Related JLW Owner, the
spouse or surviving spouse of such Related JLW Owner (each a "permitted
beneficiary"), or (b) a corporation or limited liability company of which
there are no stockholders or members (or other Persons holding any direct
or indirect ownership interest therein) other than such Related JLW Owner
and/or one or more permitted beneficiaries.
"Person" means any corporation, individual, joint stock
company, joint venture, partnership, unincorporated association,
governmental regulatory entity, country, state or political subdivision
thereof, trust or other entity.
"Regulation S" means Regulation S under the Securities Act.
"SEC" means the United States Securities and Exchange
Commission.
"Securities Act" means the Securities Act of 1933, as amended
and any successor statute, and the rules and regulations of the SEC
promulgated thereunder.
"Surviving Claim" means any of the following: (i) any claim
arising out of rights expressly granted to a Shareholder or, if applicable,
Related JLW Owner, under the Integration Agreements; (ii) any right to
compensation or employee benefits accrued in the ordinary course of
employment; (iii) any right to reimbursement of employee expenses that are
reimbursable pursuant to applicable existing policies (as such policies may
be modified from time to time) prior to the Closing Date consistent with
the limitations set forth in Article V of the Australasia Region Agreement;
(iv) any other claim arising under any employment or service agreement
between such Shareholder or, if applicable, Related JLW Owner, and any
Released Person; (v) any claim for indemnification that the Shareholder or,
if applicable, Related JLW Owner may have against any Released Person under
the applicable corporate charter, by-laws or similar organizational
documents or under applicable insurance, if any, or in respect of actions
taken by such Shareholder or, if applicable, Related JLW Owner within the
scope of his or her employment or as a director or officer of any Released
Person; or (vi) any right expressly set forth in the Australasia Region
Agreement or any other Operative Agreement.
ARTICLE VII
MISCELLANEOUS
Section 7.1 Specific Enforcement; Other Remedies. The Shareholder
and, if applicable, the Related JLW Owner acknowledges and agrees that
Parent would be irreparably damaged in the event any of the provisions of
this Agreement were not performed by the Shareholder and such Related JLW
Owner in accordance with their specific terms or were otherwise breached.
It is accordingly agreed that Parent shall be entitled to an injunction or
injunctions to prevent breaches of the provisions of this Agreement and to
enforce specifically the terms and provisions hereof in any court of the
United States (or any state thereof) or country having jurisdiction, in
addition to any other remedy to which Parent may be entitled at law or
equity.
Section 7.2 Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction
to be invalid, void, or unenforceable, the remainder of the terms,
provisions, covenants and restrictions shall remain in full force and
effect and shall in no way be affected, impaired or invalidated thereby
(unless such a construction is unreasonable).
Section 7.3 Expenses. Except as provided in the Australasia Region
Agreement, each of the parties hereto shall pay his, her or its own legal,
accounting and other miscellaneous expenses incident to this Agreement, the
other Operative Agreements and the Integration Agreements.
Section 7.4 Press Releases and Announcements. After the date of this
Agreement and prior to the Closing, neither the Shareholder nor, if
applicable, the Related JLW Owner shall directly or indirectly make or
cause to be made any public announcement or disclosure, or issue any notice
with respect to this Agreement or any other Operative Agreement or the
transactions contemplated by this Agreement and the other Operative
Agreements, without the prior written consent of Parent.
Section 7.5 Entire Agreement; No Third Party Beneficiaries. This
Agreement, together with the Australasia Region Agreement and the other
Operative Agreements, and the schedules and the other writings referenced
herein and therein, (a) constitute the entire understanding and agreement
of the parties with respect to the subject matter hereof and supersede all
prior and contemporaneous agreements or understandings, inducements or
conditions, express or implied, written or oral, between the parties with
respect hereto and (b) are not intended to confer upon any person other
than the parties any rights or remedies hereunder.
Section 7.6 Amendment and Modification. This Agreement may not be
amended, modified or supplemented except by an agreement in writing signed
by each of the parties hereto.
Section 7.7 Notices. All notices, requests, demands and other
communications made under or by reason of the provisions of this Agreement
shall be in writing and shall be given by hand-delivery, air courier or
telecopier (with a copy also sent by hand-delivery or air courier, which
shall not alter the time at which the telecopier notice is deemed
received), in each case addressed to the party to be notified, in the case
of Parent, at the address set forth in the Australasia Region Agreement
and, in the case of the Shareholder or, if applicable, the Related JLW
Owner, at the address set forth on the signature page hereto, or such other
address of a party as such party shall have specified by prior written
notice to the other party in accordance with this Section 7.7. Such
notices shall be deemed given: at the time personally delivered, if
delivered by hand with receipt acknowledged; upon transmission thereof by
the sender and issuance by the transmitting machine of a confirmation slip
that the number of pages constituting the notice have been transmitted
without error, if telecopied; when answered back if telexed; and the second
business day after timely delivery to the courier, if sent by air courier.
Section 7.8 Assignment. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors,
legal representatives and assigns, but this Agreement may not be assigned
by any party without the written consent of the other parties.
Section 7.9 Headings. The Article and Section headings contained
herein are for reference purposes only and shall not effect in any way the
meaning or interpretation of this Agreement.
Section 7.10 Applicable Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of
Illinois, without giving effect to the conflict of laws provisions thereof.
Section 7.11 Jurisdiction. Subject to the arbitration provisions set
forth in Section 7.1 of the Escrow Agreement, each of the parties hereto
hereby expressly and irrevocably submits to the non-exclusive personal
jurisdiction of the United States District Court for the Northern District
of Illinois, and to the jurisdiction of any other competent court of the
State of Illinois located in the County of ▇▇▇▇ (collectively, the
"Illinois Courts"), preserving, however, all rights of removal to such
federal court under 28 U.S.C. Section 1441, and to the non-exclusive
jurisdiction of the High Court of England and Wales in London (the "English
Courts"), in connection with all disputes arising out of or in connection
with this Agreement or the transactions contemplated hereby and agrees not
to commence any litigation relating thereto except in such courts; provided
that if the aforementioned Illinois Courts do not have subject matter
jurisdiction, then the proceeding shall be brought in any other state or
federal court located in the State of Illinois, preserving, however, all
rights of removal to such federal court under 28 U.S.C. Section 1441.
Notwithstanding the foregoing, the parties hereto agree that no suit,
action or proceeding may be brought in any state court in the State of
Illinois unless jurisdiction is unavailable in any federal court in the
State of Illinois. Each of party hereby waives the right to any other
jurisdiction or venue for any litigation arising out of or in connection
with this Agreement or the transactions contemplated hereby to which any of
them may be entitled by reason of its present or future domicile.
Notwithstanding the foregoing, each of the parties hereto agrees that each
of the other parties shall have the right to bring any action or proceeding
for enforcement of a judgment entered by the Illinois Courts or the English
Courts in any other court or jurisdiction.
Section 7.12 Words in Singular and Plural Form. Words used in the
singular form in this Agreement shall be deemed to import the plural, and
vice versa, as the sense may require.
Section 7.13 Service of Process. Each party irrevocably consents to
the service of process outside the territorial jurisdiction of the courts
referred to in Section 7.11 hereof in any such action or proceeding by
giving copies thereof by hand-delivery or air courier to his, her or its
address as specified herein. However, the foregoing shall not limit the
right of a party to effect service of process on the other party by any
other legally available method.
Section 7.14 Counterparts. This Agreement may be executed
simultaneously in counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument.
Section 7.15 WAIVER OF JURY TRIAL. EACH PARTY HEREBY WAIVES (TO THE
FULLEST EXTENT PERMITTED BY LAW) ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF
ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT.
THE PARTIES ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER
INTO THIS AGREEMENT. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT
BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY
SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS
AGREEMENT OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE
TRANSACTIONS CONTEMPLATED HEREBY. IN THE EVENT OF LITIGATION, THIS
AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.
IN WITNESS WHEREOF, the Shareholder and, if applicable, the
Related JLW Owner and Parent have caused this Purchase and Sale Joinder
Agreement (Australasia) to be duly executed and delivered as of the day and
year first above written.
LASALLE PARTNERS
INCORPORATED
By:
Name:
Title:
SIGNATURE CONFIRMATION SHAREHOLDER:
Name:
Address:
By:
Name:
Title: Telephone:
Fax:
Dated:
SIGNATURE CONFIRMATION RELATED JLW OWNER:
Name:
Title:
Address:
By:
Name:
Title: Telephone:
Fax:
Dated:
IN WITNESS WHEREOF, the Shareholder and, if applicable, the
Related JLW Owner and Parent have caused this Purchase and Sale Joinder
Agreement (Australasia) to be duly executed and delivered as of the day and
year first above written.
LASALLE PARTNERS
INCORPORATED
By:
Name:
Title:
SIGNATURE CONFIRMATION SHAREHOLDER:
Name:
Address:
By:
Name:
Title: Telephone:
Fax:
Dated:
SIGNATURE CONFIRMATION* RELATED JLW OWNER:
Name:
Title:
Address:
By:
Name:
Title: Telephone:
Fax:
Dated: