EXHIBIT 99(a)(34)
WAIVER OF CERTAIN PROVISIONS OF STANDSTILL AGREEMENT
THIS WAIVER OF CERTAIN TERMS OF STANDSTILL AGREEMENT (the "Waiver"),
dated the 22nd day of June 2003, is made by and between Comshare, Incorporated,
a Michigan corporation ("Comshare"), on the one hand, and Codec Systems Limited
("Codec") and Anthony Stafford ("Stafford"), on the other.
WHEREAS, Comshare, Codec and Stafford have entered into that certain
Standstill Agreement, dated the 15th day of August 2002 (the "Standstill
Agreement"); and
WHEREAS, Comshare is entering into an Agreement and Plan of Merger with
Geac Computer Corporation Ltd., a corporation governed by the Canada Business
Corporations Act ("Parent") and Conductor Acquisition Corp., a Michigan
corporation and a wholly-owned subsidiary of Parent ("Merger Subsidiary"); and
WHEREAS, as a condition to the willingness of Parent and Merger
Subsidiary to enter into the Merger Agreement, each of Parent and Merger
Subsidiary has required that Codec and Stafford enter into a certain Voting and
Tender Agreement (the "Voting Agreement") by and among Parent, Merger
Subsidiary, Codec and Stafford, the performance of certain terms of which would
be in violation of the Standstill Agreement; and
WHEREAS, each of the parties hereto desire that Codec and Stafford
enter into and perform their obligations under the Voting Agreement.
NOW, THEREFORE, in consideration of the premises and the
representations, warranties, and agreements contained herein, and other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties
hereto mutually agree as follows:
1. Waiver of Certain Provisions. Comshare hereby waives the obligations
of each of Codec and Stafford to comply with the provisions of each of Sections
5, 6, 7, and 8 of the Standstill Agreement to the extent required to permit
Codec and Stafford to enter into and perform their obligations under the Voting
Agreement. Comshare hereby expressly consents to the performance by each of
Codec and Stafford of their obligations under the Voting Agreement and agrees
that the performance of such obligations will not constitute a breach of the
Standstill Agreement by either Codec or Stafford.
2. Full Force and Effect. Except as expressly set forth herein, the
Standstill Agreement shall continue in full force and effect in accordance with
the provisions thereof on the date hereof. Comshare hereby expressly limits its
waiver and consent to the obligations of Codec and Stafford contemplated by the
Voting Agreement.
3. Entire Agreement. This Waiver constitutes the entire agreement
between the parties hereto pertaining to the subject matter hereof and
supersedes all prior and contemporaneous agreements, understandings,
negotiations and discussions of the parties in connection therewith not referred
to herein.
4. Counterparts; Facsimile. This Waiver may be executed in any number
of counterparts and by the parties hereto in separate counterparts, and
signature pages may be
delivered by facsimile, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement.
5. Headings. The headings in this Waiver are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
6. Governing Law. This Waiver shall be governed by and construed and
enforced in accordance with the laws of the State of Michigan, without regard to
choice of law principles that would compel the application of the laws of any
other jurisdiction.
7. Jurisdiction, Service of Process. Any action or proceeding seeking
to enforce any provision of, or based on any right arising out of, this Waiver
may be brought against any of the parties in the courts of the State of
Michigan, County of Washtenaw, or, if it has or can acquire jurisdiction, in the
United States District Court for the Eastern District of Michigan, Southern
Division, and each of the parties consents to the jurisdiction of such courts
(and of the appropriate appellate courts) in any such action or proceeding and
waives any objection to venue laid therein. Process in any action or proceeding
referred to in the preceding sentence may be served on any party anywhere in the
world.
8. Severability. In the event one or more of the provisions of this
Waiver should, for any reason, be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not affect
any other provisions of this Waiver, and this Waiver shall be construed as if
such invalid, illegal or unenforceable provision had never been contained
herein.
9. Successors and Assigns. This Waiver shall not be assignable by any
of the parties to this Waiver. This Waiver, however, shall be binding on
successors of the parties hereto.
10. Amendments. This Waiver may not be modified, amended, altered or
supplemented except upon the execution and delivery of a written agreement
executed by all of the parties hereto.
24. Further Action. Each party agrees to execute any and all documents,
and to do and perform any and all acts and things necessary or proper to
effectuate or further evidence the terms and provisions of this Waiver.
[Signatures on next page.]
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IN WITNESS WHEREOF, the parties hereto have executed this Waiver as of
the day and year first above written.
COMSHARE, INCORPORATED
By: /s/ Dennis G. Ganster
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Dennis G. Ganster
Its: Chairman, President and Chief Executive
Officer
CODEC SYSTEMS LIMITED
By: /s/ Anthony Stafford
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Its: Chief Executive Officer
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/s/ Anthony Stafford
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Anthony Stafford
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