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$41	Full Doc	2003	Bylaws Bylaws (29K) Doc #335217: This document is immediately available for purchase, but does not have a preview available for viewing. 335217	Microsoft Microsoft Corp. ;	Microsoft Microsoft Corp. ( Software & Programming )
$44	Full Doc	2002	Bylaws Bylaws (28K) Doc #335357: This document is immediately available for purchase, but does not have a preview available for viewing. 335357	Microsoft Microsoft Corp. ;	Microsoft Microsoft Corp. ( Software & Programming )
$42	Full Doc	2002	Bylaws Bylaws (27K) Doc #335369: This document is immediately available for purchase, but does not have a preview available for viewing. 335369	Microsoft Microsoft Corp. ;	Microsoft Microsoft Corp. ( Software & Programming )
$36	Full Doc	2001	Bylaws Bylaws (27K) Doc #335372: This document is immediately available for purchase, but does not have a preview available for viewing. 335372	Microsoft Microsoft Corp. ;	Microsoft Microsoft Corp. ( Software & Programming )
$46	Full Doc	2006	Bylaws Bylaws (31K) Doc #2446712: This document is immediately available for purchase, but does not have a preview available for viewing. 2446712	Microsoft Microsoft Corp. ;	Microsoft Microsoft Corp. ( Software & Programming )
$40	Full Doc	2007	Bylaws Bylaws (33K) Doc #2967218: This document is immediately available for purchase, but does not have a preview available for viewing. 2967218	Microsoft Microsoft Corp. ;	Microsoft Microsoft Corp. ( Software & Programming )
$42	Preview Full Doc	2002	Company Agreement Company Agreement (60K) Doc #335368: Click preview link for longer preview. COMPANY AGREEMENT (the ?Agreement?) 1. Announcement of the Offer 1.1 Immediately upon signing this Agreement, the Parties shall announce that Microsoft and certain shareholders of Navision have entered into the Conditional Share Purchase Agreement and that Microsoft shall make the Offer. The announcement shall be made in the form of a stock exchange announcement and a subsequent press release. The stock exchange announcement and the press release are set out in Schedule 1 hereto. The general terms of the Offer are set out in Schedule 2 hereto. The Parties shall coordinate with each other the release of the stock exchange announcements to the relevant stock exchanges. 1.2 Upon publication of the Offer by Microsoft, the Board of Directors of Navision will pursuant to Section 7 in the Executive Order No. 827 of 10 November 1999 (?Order No. 827?) issued by the Danish Securities Council (in Danish: Fondsr?det), issue a statement substantially in the form as set out in Schedule 3 hereto. Navision agrees and acknowledges that Microsoft?s obligation to make the Offer pursuant to Clause 1.1 shall be fulfilled and fully discharged if the Offer is made by means of the Offer Document. 1.3 Microsoft and Navision shall consult with each other before issuing any public statement with respect to the transactions contemplated by this Agreement, and neither Party shall issue any such public statement prior to providing the other Party the opportunity to review, comment upon and concur with and use reasonable best efforts to agree on, any such public statement, and to coordinate the timing of the release of any public statements, except as either Party may determine is required by applicable law, court process or by obligations pursuant to any rules and regulations of any stock exchange. 1.4 The Board of Directors of Navision have unanimously decided to enter into this Agreement and to recommend the Offer to the shareholders of Navision. Such recommendation shall be maintained and shall not be withdrawn or modified in any negative way, except as set out in this Agreement. 1.5 The Parties shall use their best endeavours to further completion of the Offer including the fulfilment of the conditions of the Offer. 2. Waiver of conditions?Extension of Offer period 2.1 If a situation arises which requires considerations in respect of waiving a condition for the Offer or extending the Offer period, Microsoft shall discuss in good faith with Navision how to proceed. Any decision to waive one or more Offer Conditions or to extend the Offer period shall, after good faith discussions with Navision, be at the discretion of Microsoft. 3. Mandatory bid?Compulsory acquisition 3.1 When the Offer is completed, Microsoft shall make a mandatory public offer to the remaining shareholders of Navision in accordance with the requirements of the Danish Act on Securities Trading (in Danish: V?rdipapirhandelsloven) and Order No. 827. As soon as practicable thereafter and after having obtained more than 90% of the Share Capital (as defined in Clause 2.2 of Schedule 2), Microsoft shall initiate and complete a procedure for compulsory acquisition of the remaining shares in Navision. 335368	Microsoft Microsoft Corp. ;	Microsoft Microsoft Corp. ( Software & Programming )
$47	Preview Full Doc	2003	Registration Agreement Registration Agreement (68K) Doc #335114: Click preview link for longer preview. 635,000,000 Shares MICROSOFT CORPORATION Common Stock par value $0.00000625 per share REGISTRATION AGREEMENT October 9, 2003 J.P. MORGAN SECURITIES INC. 277 Park Avenue New York, NY 10172 JPMORGAN CHASE BANK C/O J.P. MORGAN SECURITIES INC. 277 Park Avenue New York, NY 10172 Dear Sirs and Mesdames: 1. Introductory. Microsoft Corporation (the ï¿½Companyï¿½) and JPMorgan Chase Bank, acting through J.P. Morgan Securities Inc. (together with JPMorgan Chase Bank, the ï¿½JPMorgan Partiesï¿½), as agent, have . . . 335114	Microsoft Microsoft Corp. ; Microsoft Microsoft Corp. ( Software & Programming ) ; J.P. Morgan J.P. Morgan Securities Inc. ( Financial ) As referenced in this Registration Agreement: J.P. MORGAN SECURITIES INC – 2003 Exhibit (d)(1) 635,000,000 Shares MICROSOFT CORPORATION Common Stock par value $0.00000625 per share REGISTRATION AGREEMENT October 9, 2003 J.P. MORGAN SECURITIES INC . 277 Park Avenue New York, NY 10172 JPMORGAN CHASE BANK C/O J.P. MORGAN SECURITIES INC. 277 Park Avenue New York, _____________ J.P. MORGAN SECURITIES INC – share REGISTRATION AGREEMENT October 9, 2003 J.P. MORGAN SECURITIES INC. 277 Park Avenue New York, NY 10172 JPMORGAN CHASE BANK C/O J.P. MORGAN SECURITIES INC . 277 Park Avenue New York, NY 10172 Dear Sirs and Mesdames: 1. Introductory. Microsoft Corporation (the Company) and JPMorgan Chase Bank, acting _____________ J.P. Morgan Securities Inc – 277 Park Avenue New York, NY 10172 Dear Sirs and Mesdames: 1. Introductory. Microsoft Corporation (the Company) and JPMorgan Chase Bank, acting through J.P. Morgan Securities Inc . (together with JPMorgan Chase Bank, the JPMorgan Parties), as agent, have entered into a Program Agreement (the Program Agreement) dated October 9, _____________ J.P. Morgan Securities Inc – stock options to purchase shares of Common Stock, par value $0.00000625 per share (the Common Stock) of the Company. In connection therewith, J.P. Morgan Securities Inc . may from time to time execute sales (the Sales) of up to 635,000,000 shares of Common Stock (the Securities). Certain _____________ J.P. Morgan Securities Inc – this Agreement, or the Prospectus, as the case may be, which are deemed to be incorporated by reference therein. The parties acknowledge that J.P. Morgan Securities Inc . proposes to offer the Securities for sale to the public as set forth in the Prospectus. 1 3. Representations and Warranties of _____________ dt 649979 ;	JPMorgan Chase JPMorgan Chase Bank ( Financial ) As referenced in this Registration Agreement: JPMORGAN CHASE BANK – par value $0.00000625 per share REGISTRATION AGREEMENT October 9, 2003 J.P. MORGAN SECURITIES INC. 277 Park Avenue New York, NY 10172 JPMORGAN CHASE BANK C/O J.P. MORGAN SECURITIES INC. 277 Park Avenue New York, NY 10172 Dear Sirs and Mesdames: 1. Introductory. Microsoft Corporation ( _____________ JPMorgan Chase Bank, – J.P. MORGAN SECURITIES INC. 277 Park Avenue New York, NY 10172 Dear Sirs and Mesdames: 1. Introductory. Microsoft Corporation (the Company) and JPMorgan Chase Bank, acting through J.P. Morgan Securities Inc. (together with JPMorgan Chase Bank, the JPMorgan Parties), as agent, have entered into a Program _____________ JPMorgan Chase Bank, – Dear Sirs and Mesdames: 1. Introductory. Microsoft Corporation (the Company) and JPMorgan Chase Bank, acting through J.P. Morgan Securities Inc. (together with JPMorgan Chase Bank, the JPMorgan Parties), as agent, have entered into a Program Agreement (the Program Agreement) dated October 9, 2003, relating to the transfer _____________ JPMorgan Chase Bank – the JPMorgan Parties), as agent, have entered into a Program Agreement (the Program Agreement) dated October 9, 2003, relating to the transfer to JPMorgan Chase Bank or one of its affiliates of up to 635,000,000 employee stock options to purchase shares of Common Stock, par value $0. _____________ JPMorgan Chase Bank – contemplated under this Agreement and (B) the number of shares of Common Stock it has sold to establish the initial delta hedge of JPMorgan Chase Bank and (2) promptly after the Prospectus Delivery Period has ended notify the Company that the Prospectus Delivery Period has ended. (b) No Stabilization. _____________ dt 697959 ; Davis Polk Davis Polk & Wardwell ( Legal ) As referenced in this Registration Agreement: Davis Polk – Securities Inc., 277 Park Avenue, New York, NY 10172, Attention: Equity Derivatives Group, Corporate Marketing, Attention: Steve L. Roti, with a copy to Davis Polk & Wardwell, 450 Lexington Ave, New York, NY 10017, Attention: Richard J. Sandler, or, if sent to the Company, will be mailed, delivered _____________ dt 648505 ; Preston Gates Preston Gates & Ellis LLP ( Legal ) As referenced in this Registration Agreement: Preston Gates – revised financial information. (b) On the Initial Representation Date, the Company shall cause to be delivered to the JPMorgan Parties an opinion of Preston Gates & Ellis LLP, counsel to the Company, in form and substance reasonably satisfactory to the JPMorgan Parties, to the effect set forth in _____________ Preston Gates – forth in Annex A; and on each Amendment Date, the Company shall cause to be delivered to the JPMorgan Parties an opinion of Preston Gates & Ellis LLP, counsel to the Company, dated the date of such Amendment Date, in form and substance reasonably satisfactory to the JPMorgan _____________ Preston Gates – the effect set forth in Annex D. (d) Upon reasonable request by any JPMorgan Party on any Trading Day during the Averaging Period, Preston Gates & Ellis LLP and the Companys Deputy General Counsel, Finance and Operations, shall provide a bring-down letter in the form of Annex _____________ Preston Gates – to it at Microsoft Corporation, One Microsoft Way, Redmond, WA 98052-6399, Attention: Deputy General Counsel, Finance and Operations, with a copy to Preston Gates & Ellis LLP, 925 Fourth Avenue, Suite 2900, Seattle, Washington 98104, Attention: Richard B. Dodd; with a copy to Microsoft Corporation, One Microsoft _____________ Preston Gates – the Company and shall so state therein. A-2 ANNEX B FORM OF OPINION OF OUTSIDE COUNSEL TO THE COMPANY The opinion of Preston Gates & Ellis LLP, counsel to the Company (capitalized terms not otherwise defined herein shall have the meanings provided in the Registration Agreement, to _____________ dt 671249
$33	Preview Full Doc	2000	Registration Rights Agreement [Amendment No. 2] Registration Rights Agreement [Amendment No. 2] (11K) Doc #335431: Click preview link for longer preview. AMENDMENT NO. 2 TO REGISTRATION RIGHTS AGREEMENT This Amendment No. 2 to Registration Rights Agreement (this "Amendment No. 2") is made and entered into as of the 4th day of October 1999, by and among the following persons: 1. Microsoft Corporation ("Microsoft"); 2. Telewest Communications plc (formerly known as Telewest plc) ("Telewest"); 3. Liberty UK, Inc. (formerly named United Artists Programming - Europe , Inc.) (the "Liberty Media Affiliate"); and 4. MediaOne UK Cable, Inc. (formerly known as U S WEST UK Cable, Inc.) and MediaOne Cable Partnership Holdings, Inc. (formerly known as U S WEST Cable Partnership Holdings, Inc.) (collectively, the "MediaOne Affiliates"). RECITALS WHEREAS, Telewest, the Liberty Media Affiliate and the MediaOne Affiliates are parties to a Registration Rights Agreement, dated October 3, 1995, as amended pursuant to Amendment No. 1 thereto dated as of June 29, 1998 (the "Registration Rights Agreement"); WHEREAS, Microsoft, MediaOne Group, Inc. ("MediaOne"), MediaOne International Holdings, Inc. and the MediaOne Affiliates are parties to that certain agreement dated October 4, 1999 (the "Merger Agreement") pursuant to which Microsoft has conditionally agreed to acquire via mergers the MediaOne Affiliates, and MediaOne has conditionally agreed to such mergers, upon the terms and conditions set forth therein; WHEREAS, prior to Microsoft's acquisition via mergers of the MediaOne Affiliates, Telewest proposes to offer ordinary shares of 10 pence each ("Telewest Ordinary Shares") at a price of 213 pence per share by way of rights to qualifying shareholders, including the Liberty Media Affiliate and the MediaOne Affiliates (the "Rights Issue"); WHEREAS, pursuant to a subscription agreement (the "Subscription Agreement"), dated October 4, 1999, Microsoft has irrevocably undertaken to subscribe for such number of Telewest Ordinary Shares as represent the MediaOne Affiliates' full entitlements under the Rights Issue, Liberty Media International, Inc. has irrevocably undertaken to procure the subscription by the Liberty Media Affiliate of such number of Telewest Ordinary Shares as represent its full entitlement under the Rights Issue, and Microsoft and Liberty Media International, Inc. have undertaken to subscribe (or to procure subscription) to any further Telewest Ordinary Shares (in proportions and in the manner detailed in the Subscription Agreement) not otherwise subscribed to in the Rights Issue; WHEREAS, Telewest and the MediaOne Affiliates have agreed that some of the MediaOne Affiliates' interest in Telewest should be redesignated as limited voting shares ("Limited Voting Shares") prior to Microsoft's acquisition via mergers of the MediaOne Affiliates; WHEREAS, the parties hereto wish to amend the Registration Rights Agreement to provide that Microsoft and any affiliate thereof that holds Registrable Securities will constitute an "Investor" thereunder and, accordingly, will be entitled to the rights (including registration rights {PAGE} in respect of the Telewest Ordinary Shares and Limited Voting Shares subscribed to pursuant to the Rights Issue), and be subject to the obligations, of an Investor thereunder; NOW, THEREFORE, for valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 5. Amendment. The Registration Rights Agreement shall be amended as follows: a. the term "Registrable Securities" will include (i) the Telewest Ordinary Shares and Telewest Ordinary Shares issuable upon conversion of the Limited Voting Shares acquired by Microsoft or any affiliate thereof upon the consummation of its or its affiliates' acquisition via mergers of the MediaOne Affiliates, (ii) the Telewest Ordinary Shares and Telewest Ordinary Shares issuable upon conversion of the Limited Voting Shares subscribed to by the Liberty Media Affiliate or by Microsoft or any of its affiliates pursuant to the Rights Issue and (iii) any other Telewest Ordinary Shares or Telewest Ordinary Shares issuable upon conversion of Limited Voting Shares issued to, or otherwise acquired by, Microsoft or by the Liberty Media Affiliate at any time (including any securities issued by Telewest in exchange for, or in respect or upon conversion of, any such Telewest Ordinary Shares or Limited Voting Shares, whether upon a share dividend, share split, scrip issue, bonus issue, reclassification or otherwise); b. upon the earlier of (a) consummation of Microsoft's or its affiliates' acquisition via mergers of the MediaOne Affiliates pursuant to the Merger Agreement and (b) the purchase by Microsoft or any of its affiliates of any Telewest Ordinary Shares or Limited Voting Shares subscribed to pursuant to the 335431	Microsoft Microsoft Corp. ; Microsoft Microsoft Corp. ( Software & Programming ) ;	LMI Liberty Media International Inc. ( Broadcasting & Cable TV ) As referenced in this Registration Rights Agreement [Amendment No. 2]: Liberty Media International, Inc – has irrevocably undertaken to subscribe for such number of Telewest Ordinary Shares as represent the MediaOne Affiliates' full entitlements under the Rights Issue, Liberty Media International, Inc . has irrevocably undertaken to procure the subscription by the Liberty Media Affiliate of such number of Telewest Ordinary Shares as represent its _____________ Liberty Media International, Inc – the Liberty Media Affiliate of such number of Telewest Ordinary Shares as represent its full entitlement under the Rights Issue, and Microsoft and Liberty Media International, Inc . have undertaken to subscribe (or to procure subscription) to any further Telewest Ordinary Shares (in proportions and in the manner detailed in _____________ dt 707732 ; TeleWest TeleWest Communications plc ( Communications Services ) As referenced in this Registration Rights Agreement [Amendment No. 2]: Telewest Communications plc – made and entered into as of the 4th day of October 1999, by and among the following persons: 1. Microsoft Corporation ("Microsoft"); 2. Telewest Communications plc (formerly known as Telewest plc) ("Telewest"); 3. Liberty UK, Inc. (formerly named United Artists Programming - Europe , Inc.) (the "Liberty Media Affiliate"); and _____________ TELEWEST COMMUNICATIONS PLC – Amendment No. 2 as of the date first above written. MICROSOFT CORPORATION By: /s/Greg Maffei ----------------------------- Name: Greg Maffei Title: Chief Financial Officer TELEWEST COMMUNICATIONS PLC By: /s/ Victoria Hull ----------------------------- Name: Victoria Hull Title: Company Secretary LIBERTY UK, INC. By: /s/ Miranda Curtis ----------------------------- Name: Miranda Curtis Title: President _____________ dt 651804
$31	Full Doc	2001	Shareholder Agreement Shareholder Agreement (18K) Doc #335380: This document is immediately available for purchase, but does not have a preview available for viewing. GREAT PLAINS SOFTWARE, INC. SHAREHOLDER AGREEMENT This Shareholder Agreement (this "Agreement") is made and entered into as of December 21, 2000, between Microsoft Corporation, a Washington corporation ("Microsoft"), and the undersigned Shareholder(s) ("Shareholder") of Great Plains Software, Inc., a Minnesota corporation ("Company"). RECITALS -------- A. Concurrently with the execution of this Agreement, Company, Microsoft and a wholly owned subsidiary of Microsoft ("Sub") have entered into an Agreement and Plan of Reorganization (the "Reorganization Agreement"), which provides for the merger (the "Merger") of Sub with and into Company. Pursuant to the Merger, all outstanding capital stock of Company will be converted into Microsoft Common Stock. B. The Shareholder is the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of such number of shares of the outstanding Common Stock of Company as indicated on the final page of this Agreement (the "Shares"). C. In consideration of the execution of the Reorganization Agreement by Microsoft, Shareholder agrees not to transfer or otherwise dispose of any of the Shares, or any other shares of capital stock of Company acquired by Shareholder hereafter and prior to the Expiration Date (as defined in Section 1.1 below), and agrees to vote the Shares and any other such shares of capital stock of Company so as to facilitate consummation of the Merger. NOW, THEREFORE, the parties agree as follows: 1. Agreement to Retain Shares. 1.1 Transfer and Encumbrance. Until the Expiration Date (as defined below), Shareholder agrees not to sell, exchange, transfer, pledge or otherwise dispose of or encumber the Shares or any New Shares (as defined in Section 1.2 below) unless each person to whom Shares are sold, exchanged, transferred, pledged or otherwise disposed of or encumbered agrees in writing to hold such Shares subject to the terms and conditions of this Agreement. As used herein, the term "Expiration Date" shall mean the earlier to occur of (i) such date and time as the Merger shall become effective in accordance with the terms and provisions of this Reorganization Agreement and (ii) such date and time as the Reorganization Agreement shall be terminated in accordance with the terms therein. {PAGE} 1.2 New Shares. Shareholder agrees that any shares of capital stock of Company that Shareholder purchases or with respect to which Shareholder otherwise acquires beneficial ownership after the date of this Agreement and prior to the Expiration Date ("New Shares") shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Shares. 2. Agreement to Vote Shares. Until the Expiration Date, at every meeting of the shareholders of Company called with respect to any of the following, and at every adjournment thereof, and on every action or approval by written consent of the Shareholders of Company with respect to any of the following, Shareholder shall vote the Shares and any New Shares: (i) in favor of approval of the Reorganization Agreement and the Merger and any matter that could reasonably be expected to facilitate the Merger, and (ii) against approval of any proposal made in opposition to or in competition with consummation of the Merger and the Reorganization Agreement, against any merger, consolidation, sale of assets, reorganization or recapitalization with any party other than Microsoft or its affiliates and against any liquidation or winding up of Company (each of the foregoing is hereinafter referred to as an "Opposing Proposal"). Shareholder agrees not, directly or indirectly, to solicit or encourage any offer from any party concerning the possible disposition of all or any substantial portion of Company's business, assets or capital stock. This Agreement is intended to bind Shareholder as a shareholder of Company only with respect to the specific matters set forth herein and shall not prohibit Shareholder from acting in accordance with his or her fiduciary duties, if applicable, as an officer or director of Company. 3. Irrevocable Proxy. Concurrently with the execution of this Agreement, Shareholder agrees to deliver to Microsoft a proxy in the form attached hereto as Exhibit A (the "Proxy"), which shall be irrevocable to the extent provided in Section 302A.449 of the Minnesota Business Corporation Act (the "MBCA") as this Proxy is coupled with an interest in the Shares, covering the total number of Shares and New Shares of capital stock of Company beneficially owned (as such term is defined in Rule 13d-3 under the Exchange Act) by Shareholder set forth therein. This Proxy is not terminable under 302A.449 subd. 7 of the MBCA since Company has elected not to be subject to Section 302A.671 of the MBCA. 4. Representations, Warranties and Covenants of Shareholder. Shareholder hereby represents, warrants and covenants to Company as follows: 4.1 Ownership of Shares. Shareholder: (i) is the beneficial owner of the Shares, which at the date of this Agreement and at all times up until the Expiration Date will be free and clear of any liens, claims, options, charges or other encumbrances that would adversely affect the ability of Shareholder to carry out the terms of this Agreement; (ii) does not beneficially own any shares of capital stock of Company other than the Shares (excluding shares as to which Shareholder currently disclaims beneficial ownership in accordance with applicable law); and (iii) has full power and authority to make, enter into and carry out the terms of this Agreement and the Proxy. -2- {PAGE} 4.2 No Proxy Solicitations. Shareholder will not, and will not permit any entity under Shareholder's control, to: (i) solicit proxies or become a "participant" in a "solicitation" as such terms are defined in Regulation 14A under the Exchange Act) with respect to an Opposing Proposal or otherwise encourage or assist any party in taking or planning any action that would compete with, restrain or otherwise serve to interfere with or inhibit the timely consummation of the Merger in accordance with the terms of the Merger Agreements; (ii) initiate a Shareholders' vote or action by written consent of Company Shareholders with respect to an Opposing Proposal; or (iii) become a member of a "group" (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of Company with respect to an Opposing Proposal. 5. Additional Documents. Shareholder and Company hereby covenant and agree to execute and deliver any additional documents necessary or desirable, in the reasonable opinion of Microsoft, to carry out the purpose and intent of this Agreement. 6. No Right to Manage. Except as otherwise provided in the Reorganization Agreement and in this Agreement, Microsoft shall have no authority to manage, direct, superintend, restrict, regulate, govern, or administer any of the policies or operations of Company, or exercise any power or authority to direct Shareholder in the voting of any of the Shares (except as otherwise provided herein and in Exhibit A) or the performance of the Shareholder's duties or responsibilities as a shareholder of Company. 7. Termination. This Agreement and the Proxy delivered in connection herewith shall terminate and shall have no further force or effect as of the Expiration Date. 8. Miscellaneous. 335380	Microsoft Microsoft Corp. ; Microsoft Microsoft Corp. ( Software & Programming ) ;	Dorsey & Whitney Dorsey & Whitney LLP ( Legal ) As referenced in this Shareholder Agreement: Dorsey & Whitney – Facsimile: (206) 623-7022 If to Shareholder: To the address for notice set forth on the last page hereof. With a copy to: Dorsey & Whitney LLP 220 South Sixth Street Minneapolis, MN 55402-1498 Attention: Timothy S. Hearn Fax: (612) 340-2868 8.6 Governing Law. This Agreement _____________ dt 682434 ; Preston Gates Preston Gates & Ellis LLP ( Legal ) As referenced in this Shareholder Agreement: Preston Gates – Corporation One Microsoft Way Redmond, Washington 98052 Attn.: Deputy General Counsel, Finance and Operations Facsimile No. (206) 869-1327 With a copy to: Preston Gates & Ellis LLP 5000 Bank of America Tower 701 Fifth Avenue Seattle, Washington 98104-7078 Attention: Richard B. Dodd Facsimile: (206) 623-7022 _____________ dt 671260
$32	Full Doc	2001	Shareholder Agreement Shareholder Agreement (18K) Doc #335387: This document is immediately available for purchase, but does not have a preview available for viewing. GREAT PLAINS SOFTWARE, INC. SHAREHOLDER AGREEMENT This Shareholder Agreement (this "Agreement") is made and entered into as of December 21, 2000, between Microsoft Corporation, a Washington corporation ("Microsoft"), and the undersigned Shareholder(s) ("Shareholder") of Great Plains Software, Inc., a Minnesota corporation ("Company"). RECITALS -------- A. Concurrently with the execution of this Agreement, Company, Microsoft and a wholly owned subsidiary of Microsoft ("Sub") have entered into an Agreement and Plan of Reorganization (the "Reorganization Agreement"), which provides for the merger (the "Merger") of Sub with and into Company. Pursuant to the Merger, all outstanding capital stock of Company will be converted into Microsoft Common Stock. B. The Shareholder is the beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of such number of shares of the outstanding Common Stock of Company as indicated on the final page of this Agreement (the "Shares"). C. In consideration of the execution of the Reorganization Agreement by Microsoft, Shareholder agrees not to transfer or otherwise dispose of any of the Shares, or any other shares of capital stock of Company acquired by Shareholder hereafter and prior to the Expiration Date (as defined in Section 1.1 below), and agrees to vote the Shares and any other such shares of capital stock of Company so as to facilitate consummation of the Merger. NOW, THEREFORE, the parties agree as follows: 1. Agreement to Retain Shares. 1.1 Transfer and Encumbrance. Until the Expiration Date (as defined below), Shareholder agrees not to sell, exchange, transfer, pledge or otherwise dispose of or encumber the Shares or any New Shares (as defined in Section 1.2 below) unless each person to whom Shares are sold, exchanged, transferred, pledged or otherwise disposed of or encumbered agrees in writing to hold such Shares subject to the terms and conditions of this Agreement. As used herein, the term "Expiration Date" shall mean the earlier to occur of (i) such date and time as the Merger shall become effective in accordance with the terms and provisions of this Reorganization Agreement and (ii) such date and time as the Reorganization Agreement shall be terminated in accordance with the terms therein. {PAGE} 1.2 New Shares. Shareholder agrees that any shares of capital stock of Company that Shareholder purchases or with respect to which Shareholder otherwise acquires beneficial ownership after the date of this Agreement and prior to the Expiration Date ("New Shares") shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Shares. 2. Agreement to Vote Shares. Until the Expiration Date, at every meeting of the shareholders of Company called with respect to any of the following, and at every adjournment thereof, and on every action or approval by written consent of the Shareholders of Company with respect to any of the following, Shareholder shall vote the Shares and any New Shares: (i) in favor of approval of the Reorganization Agreement and the Merger and any matter that could reasonably be expected to facilitate the Merger, and (ii) against approval of any proposal made in opposition to or in competition with consummation of the Merger and the Reorganization Agreement, against any merger, consolidation, sale of assets, reorganization or recapitalization with any party other than Microsoft or its affiliates and against any liquidation or winding up of Company (each of the foregoing is hereinafter referred to as an "Opposing Proposal"). Shareholder agrees not, directly or indirectly, to solicit or encourage any offer from any party concerning the possible disposition of all or any substantial portion of Company's business, assets or capital stock. This Agreement is intended to bind Shareholder as a shareholder of Company only with respect to the specific matters set forth herein and shall not prohibit Shareholder from acting in accordance with his or her fiduciary duties, if applicable, as an officer or director of Company. 3. Irrevocable Proxy. Concurrently with the execution of this Agreement, Shareholder agrees to deliver to Microsoft a proxy in the form attached hereto as Exhibit A (the "Proxy"), which shall be irrevocable to the extent provided in Section 302A.449 of the Minnesota Business Corporation Act (the "MBCA") as this Proxy is coupled with an interest in the Shares, covering the total number of Shares and New Shares of capital stock of Company beneficially owned (as such term is defined in Rule 13d-3 under the Exchange Act) by Shareholder set forth therein. This Proxy is not terminable under 302A.449 subd. 7 of the MBCA since Company has elected not to be subject to Section 302A.671 of the MBCA. 4. Representations, Warranties and Covenants of Shareholder. Shareholder hereby represents, warrants and covenants to Company as follows: 4.1 Ownership of Shares. Shareholder: (i) is the beneficial owner of the Shares, which at the date of this Agreement and at all times up until the Expiration Date will be free and clear of any liens, claims, options, charges or other encumbrances that would adversely affect the ability of Shareholder to carry out the terms of this Agreement; (ii) does not beneficially own any shares of capital stock of Company other than the Shares (excluding shares as to which Shareholder currently disclaims beneficial ownership in accordance with applicable law); and (iii) has full power and authority to make, enter into and carry out the terms of this Agreement and the Proxy. -2- {PAGE} 4.2 No Proxy Solicitations. Shareholder will not, and will not permit any entity under Shareholder's control, to: (i) solicit proxies or become a "participant" in a "solicitation" as such terms are defined in Regulation 14A under the Exchange Act) with respect to an Opposing Proposal or otherwise encourage or assist any party in taking or planning any action that would compete with, restrain or otherwise serve to interfere with or inhibit the timely consummation of the Merger in accordance with the terms of the Merger Agreements; (ii) initiate a Shareholders' vote or action by written consent of Company Shareholders with respect to an Opposing Proposal; or (iii) become a member of a "group" (as such term is used in Section 13(d) of the Exchange Act) with respect to any voting securities of Company with respect to an Opposing Proposal. 5. Additional Documents. Shareholder and Company hereby covenant and agree to execute and deliver any additional documents necessary or desirable, in the reasonable opinion of Microsoft, to carry out the purpose and intent of this Agreement. 6. No Right to Manage. Except as otherwise provided in the Reorganization Agreement and in this Agreement, Microsoft shall have no authority to manage, direct, superintend, restrict, regulate, govern, or administer any of the policies or operations of Company, or exercise any power or authority to direct Shareholder in the voting of any of the Shares (except as otherwise provided herein and in Exhibit A) or the performance of the Shareholder's duties or responsibilities as a shareholder of Company. 7. Termination. This Agreement and the Proxy delivered in connection herewith shall terminate and shall have no further force or effect as of the Expiration Date. 8. Miscellaneous. 335387	Microsoft Microsoft Corp. ; Microsoft Microsoft Corp. ( Software & Programming ) ;	Dorsey & Whitney Dorsey & Whitney LLP ( Legal ) As referenced in this Shareholder Agreement: Dorsey & Whitney – Facsimile: (206) 623-7022 If to Shareholder: To the address for notice set forth on the last page hereof. With a copy to: Dorsey & Whitney LLP 220 South Sixth Street Minneapolis, MN 55402-1498 Attention: Timothy S. Hearn Fax: (612) 340-2868 8.6 Governing Law. This Agreement _____________ dt 682436 ; Preston Gates Preston Gates & Ellis LLP ( Legal ) As referenced in this Shareholder Agreement: Preston Gates – Corporation One Microsoft Way Redmond, Washington 98052 Attn.: Deputy General Counsel, Finance and Operations Facsimile No. (206) 869-1327 With a copy to: Preston Gates & Ellis LLP 5000 Bank of America Tower 701 Fifth Avenue Seattle, Washington 98104-7078 Attention: Richard B. Dodd Facsimile: (206) 623-7022 _____________ dt 671262
$40	Full Doc	2004	Subsidiaries of Registrant Subsidiaries of Registrant (1K) Doc #334942: This document is immediately available for purchase, but does not have a preview available for viewing. 334942	Microsoft Microsoft Corp. ;	Microsoft Microsoft Corp. ( Software & Programming )
$30	Full Doc	2003	Subsidiaries of Registrant Subsidiaries of Registrant (1K) Doc #335172: This document is immediately available for purchase, but does not have a preview available for viewing. 335172	Microsoft Microsoft Corp. ;	Microsoft Microsoft Corp. ( Software & Programming )
$40	Preview Full Doc	2002	Voting Agreement Voting Agreement (16K) Doc #335305: Click preview link for longer preview. VOTING AGREEMENT VOTING AGREEMENT (this ï¿½AGREEMENTï¿½), dated as of October 22, 2002, by and among Microsoft Corporation, a Washington corporation (ï¿½PARENTï¿½), Bootstrap Merger Sub, Inc., a Delaware corporation (ï¿½PURCHASERï¿½) and a wholly owned subsidiary of Parent, and the entity listed on the Signature Page hereto (the ï¿½STOCKHOLDERï¿½). WHEREAS, the Stockholder is, as of the date hereof, the record and beneficial owner of the number of shares of common stock, par value $0.001 per share (ï¿½COMPANY COMMON STOCKï¿½), of Vicinity Corporation, a Delaware corporation (the . . . 335305	Microsoft Microsoft Corp. ; Microsoft Microsoft Corp. ( Software & Programming ) ;	Preston Gates Preston Gates & Ellis LLP ( Legal ) As referenced in this Voting Agreement: Preston Gates – 98052 Attention: Deputy General Counsel, Finance and Operations and Senior Vice President, Corporate Development Facsimile No.: (425) 936-7329 With a copy to: Preston Gates & Ellis LLP Bank of America Tower 701 Fifth Avenue, Suite 5000 Seattle, Washington 98104-7078 Attention: Richard B. Dodd Facsimile No.: (206) _____________ dt 671256

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