Exhibit 2.04
CONFIDENTIAL INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND IS BEING
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ANY SUCH
OMISSIONS IN THIS DOCUMENT ARE INDICATED BY THE REFERENCE "[CONFIDENTIAL
INFORMATION OMITTED]".
SHARE PURCHASE AGREEMENT
THE TORONTO-DOMINION BANK
and
BUSINESS WIND0WS INC.
and
3454916 CANADA INC.
and
CERIDIAN CANADA LTD.
and
CERIDIAN CORPORATION
and
CERIDIAN CANADA HOLDINGS, INC.
JANUARY 26,1998
TABLE OF CONTENTS
1. DEFINED TERMS AND SCHEDULES 2
1.1 Definitions 2
1.2 Additional Definitions 6
1.3 Exhibits and Schedules 7
1.4 Headings and Table of Contents 7
1.5 Gender and Number 7
1.6 Currency 7
1.7 Invalidity of Provisions 8
1.8 Entire Agreement 8
1.9 Waiver and Amendment 8
1.10 Generally Accepted Accounting Principles 8
1.11 Governing Law and Attornment 8
2. PURCHASE AND SALE 9
2.1 Purchase and Sale of Assets 9
2.2 Purchase and Sale of Shares 9
2.3 Excluded Contracts and Software 9
2.4 Ancillary Agreements 9
2.5 Deliveries 9
3. PURCHASE PRICE 10
3.1 Purchase Price