Exhibit 1
[Form of Registration Rights Agreement]
REGISTRATION RIGHTS AGREEMENT dated as of June ___, 1996,
between each of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, (herein
referred to collectively as the "Stockholders" and individually as a
"Stockholder"), and FACTSET RESEARCH SYSTEMS INC. (the "Company").
The Stockholders are the beneficial owners of certain shares
of Common Stock, par value $.01 per share, of the Company (the "Common Stock").
In connection with the execution and delivery of this Agreement, the
Stockholders are selling in an underwritten public offering a number of shares
of Common Stock (the "Initial Public Offering"). At any time and from time to
time hereafter, the Stockholders may acquire other classes of securities or
additional shares of Common Stock (all such securities of the Company,
including the Common Stock, being included in the term the "Securities", which
term has the meaning assigned thereto in Section 8(c) hereof). In consideration
of the foregoing and in order to specify certain provisions relating to the
sale by means of domestic or foreign public offerings of Securities owned by
the Stockholders, the parties agree as follows:
1. Registration and Listing Rights.
(a) Registration. If a Stockholder shall, at any time and
from time to time, request the Company in writing to register under
the Securities Act of 1933 (the "Act") any Securities held by it
(whether for purposes of a public offering, an exchange offer or
otherwise), the Company shall use all reasonable efforts to cause the
prompt registration of all Securities specified in such request, and
in connection therewith shall prepare and file on such appropriate
form as the Company, in its reasonable discretion, shall determine, a
registration statement under the Act to effect such registration and
shall take such actions as shall be necessary or appropriate, in the
Company's reasonable discretion, to have such Securities listed or
approved for trading on any securities exchange or through any
facility on which or through which Securities of such class are
already traded. If a Stockholder shall so request, the Company will
register such Securities for offering on a delayed or continuous basis
pursuant to Rule 415 (or any successor rule or rules to similar
effect) under the Act. Notwithstanding the foregoing, the Company
shall be entitled to postpone for a reasonable period of time, but not
in excess of 90 calendar days, the filing of any registration
statement otherwise required to be prepared and filed by it under this
paragraph (a) if (i) the Company determines in good faith that the
filing of such registration statement would interfere with any pending
financing, acquisition, corporate reorganization or any other
corporate development involving the Company or any of its subsidiaries
or would require premature disclosure thereof and (ii) the Company so
notifies the requesting Stockholder within 10 days after the
Stockholder so requests.
(b) Other Offers and Sale. If a Stockholder shall, at any
time and from time to time, request the Company in writing to take
such actions as shall be necessary or appropriate to permit any
Securities held by it to be publicly or privately offered and sold in
compliance with the securities laws or other relevant laws or
regulations of any foreign jurisdiction, the Company shall use all
reasonable efforts to take such actions in any such foreign
jurisdiction (including listing such Securities on any foreign
securities exchange on which such listing is requested by the
Stockholder and on which Securities of the same class are already
traded) and shall otherwise cooperate in a timely manner in such
offering. Any request under this paragraph (b) may be made separately
or in conjunction with any request under paragraph (a).
Notwithstanding the foregoing, the Company shall be entitled to
postpone for a reasonable period of time, but not in excess of 90
calendar days, the taking of any actions otherwise required under this
paragraph (b) if (i) the Company determines in good faith that the
filing of such registration statement would interfere with any pending
financing, acquisition, corporate reorganization or any other
corporate development involving the Company or any of its subsidiaries
or would require premature disclosure thereof and (ii) the Company so
notifies the requesting Stockholder within 10 days after the
Stockholder so requests.
(c) Written Notice. Any request by a Stockholder pursuant to
paragraph (a) or (b) of this Section 1 shall (i) specify the number
and class of shares or the principal amount, as the case may be, of
Securities which the Stockholder intends to offer and sell, (ii)
express the intention of the Stockholder to offer or cause the
offering of such Securities, (iii) describe the nature or method of
the proposed offer and sale thereof and state whether such offer shall
be made domestically or abroad, or both, and, if abroad, the country
or countries in which such offer shall be made, (iv) specify any
securities exchange or trading facility on which or through which the
Stockholder requests that such Securities be listed or approved for
trading, (v) contain the undertaking of the Stockholder to provide all
such information regarding its holdings and the proposed manner of
distribution thereof as may be required in order to permit the Company
to comply with all applicable laws and regulations, foreign or
domestic, and all requirements of the Securities and Exchange
Commission (the "SEC"), any other applicable United States or foreign
regulatory or self regulatory body and any other body having
jurisdiction and any securities exchange or trading facility on which
or through which the Securities are to be listed or traded and to
obtain acceleration of the effective date of any registration
statement filed in connection therewith and (vi) in the case of an
underwritten public offering made domestically or abroad, or both,
specify the managing underwriter or underwriters of such Securities,
which shall be selected by the requesting Stockholder.
(d) Condition to Exercise of Rights. The obligations of the
Company under paragraphs (a) and (b) of this Section 1 shall be
subject to the limitations that the Company shall not be obligated to
register, take other specified actions with respect to, or cooperate
in the offering of, Securities upon the request of a Stockholder, (i)
more than twice in any 12-month period and (ii) unless, in the case of
a class of equity Securities, the number of shares specified in such
request pursuant to Section 1(c)(i) shall be greater than 3% of the
total number of shares of such class at the time issued and
outstanding (provided that a stockholder owing less than 3% of the
total number of shares of a class outstanding may request the
registration of all shares the held by such stockholder), or, in the
case of a class of debt Securities, the principal amount specified in
such request pursuant to Section 1(c)(i) shall be at least $1,000,000.
Notwithstanding the foregoing, the failure of a Stockholder to own the
minimum number or percent or principal amount of Securities referred
to in the preceding sentence at any time shall not affect the ability
of the Stockholder to exercise its rights under this Agreement at any
subsequent time when the Stockholder again owns such minimum number or
percent or principal amount.
(e) Incidental Registration. If the Company shall, at any
time and from time to time after the Initial Public Offering, propose
an underwritten offering for cash of any Securities, whether pursuant
to a registration statement under the Act or otherwise, the Company
shall give written notice as promptly as practicable of such proposed
registration or offering to the Stockholders and shall use its best
efforts to include in such offering and, if such offering is pursuant
to a registration statement under the Act, in such registration, any
of the same class of such Securities held by a Stockholder as a
Stockholder shall request within 20 calendar days after the giving of
such notice, upon the same terms (including the method of
distribution) as such offering; provided, however, that (i) the
Company shall not be required to give such notice or include any such
Securities in any offering pursuant to a registration statement filed
on Form S-8 or Form S-4 (or such other form or forms as shall be
prescribed under the Act for the same purposes as such forms) or any
registration statement for a dividend reinvestment or employee stock
purchase plan and (ii) the Company may at any time prior to the
effectiveness of any such registration statement or commencement of
any such offering not pursuant to a registration statement, in its
sole discretion and without the consent of Stockholders, abandon the
proposed offering in which a Stockholder had requested to participate.
Notwithstanding the foregoing, the Company shall not be obligated to
include such Securities in such offering if the Company is advised in
writing by its managing underwriter or underwriters (with a copy to
each requesting Stockholder within 5 days after the delivery of any
such request pursuant to this paragraph (e) that such offering would
in its or their opinion be materially adversely affected by such
inclusion; provided, however, that the Company shall in any case be
obligated to include such number or amount of Securities in such
offering as such managing underwriter or underwriters shall determine
will not materially adversely affect such offering.
2. Covenants of the Company. In connection with any offering
of Securities pursuant to this Agreement, the Company shall:
(a) furnish to a Stockholder such number of copies of any
prospectus (including any preliminary prospectus), registration
statement, offering memorandum or other offering document (including
any exhibits thereto or documents referred to therein) as a
Stockholder may reasonably request and a copy of any and all
transmittal letters or other correspondence with the SEC or any other
governmental agency or self-regulatory body or other body having
jurisdiction (including any securities exchange or trading facility)
relating to such offering of Securities;
(b) take such reasonable action as may be necessary to
qualify such Securities for offer and sale under the securities, "blue
sky" or other similar laws of such jurisdictions (including any
foreign country or political subdivision thereof) as a Stockholder or
any underwriter shall request;
(c) enter into an underwriting agreement (or equivalent
document in any foreign jurisdiction) containing representations,
warranties, indemnities, contribution provisions and agreements then
customarily included by an issuer in underwriting agreements (or such
equivalent documents) in the form customarily used by the lead
underwriter with respect to secondary distributions;
(d) furnish unlegended certificates representing ownership of
the Securities being sold in such denominations as shall be requested
by a Stockholder or the lead underwriter;
(e) in the case of any offering of equity Securities,
instruct the transfer agent and registrar to release any stop transfer
orders with respect to the equity Securities being sold;
(f) promptly inform each requesting Stockholder (i) in the
case of any domestic offering of Securities in respect of which a
registration statement is filed under the Act, of the date on which
such registration statement or any post-effective amendment thereto
becomes effective (and, in the case of an offering abroad of
Securities, of the date when any required filing under the securities
and other laws of such foreign jurisdictions shall have been made and
when the offering may be commenced in accordance with such laws) and
(ii) of any request by the SEC, any securities exchange, government
agency, self-regulatory body or other body having jurisdiction for any
amendment of or supplement to any registration statement or
preliminary prospectus or prospectus included therein or any offering
memorandum or other offering document relating to such offering;
(g) upon any registration statement becoming effective
pursuant to any registration under the Act pursuant to this Agreement,
file any necessary amendments or supplements to such registration
statement and otherwise use its best efforts to keep such registration
statement current for such period as a Stockholder shall request;
(h) take such reasonable actions as may be necessary to have
such Securities listed on or traded through any securities exchange or
trading facility on which or through which a Stockholder shall request
such listing or approval pursuant to the notice delivered by the
Stockholder under Section 1(c) hereof;
(i) promptly notify each requesting Stockholder of the
happening of any event as a result of which any registration statement
or any preliminary prospectus or prospectus included therein or any
offering memorandum or other offering document includes an untrue
statement of a material fact or omits to state any material fact
required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then
existing, and prepare and furnish to such Stockholders as many copies
of a supplement to or amendment of such offering document which shall
correct such untrue statement or eliminate such omission, as such
Stockholders shall reasonably request;
(j) appoint a trustee or fiscal agent (in the case of debt
Securities) and any transfer agent, registrar, depositary,
authentication agent or other agent as may be reasonably requested by
a Stockholder; and
(k) take such other actions and execute and deliver such
other documents as may be necessary or reasonably requested by a
Stockholder in order to give full effect to the rights of the
Stockholder under this Agreement.
3. Expenses. (a) In connection with the first three exercises
by a Stockholder of his rights under Section 1(a) or (b), the Company
shall pay all expenses incurred in complying with Section 1(a) or (b)
hereof, including, without limitation, all registration and filing
fees (including all expenses incident to any filing with the National
Association of Securities Dealers, Inc. or listing on or approval for
trading through any securities exchange or trading facility), fees and
expenses of complying with securities and "blue sky" laws (including
those of counsel retained to effect such compliance), printing
expenses and any stamp, duty or transfer tax (collectively,
"Registration Expenses"). In connection with each subsequent exercise
by a Stockholder of his rights under Section 1(a) or (b), the Company
and the Stockholder shall each pay one-half of the Registration
Expenses. Notwithstanding the foregoing, (i) a Stockholder shall pay
all underwriting discounts and commissions, (ii) the Company shall pay
(x) the fees and disbursements of its independent public accountants
(including any such fees and expenses incurred in performing any
special audits required in connection with any such offering and
incurred in connection with the preparation of pro forma financial
statements and comfort letters for any such offering), (y) transfer
agents', trustees', fiscal agents', depositories' and registrars' fees
and the fees of any other agent appointed in connection with such
offering and (z) all security engraving and printing expenses and
(iii) each party shall pay the fees and expenses of its counsel.
(b) All expenses incurred in complying with Section 1(e) hereof,
including, without limitation, any Registration Expenses, shall be
paid by the Company, except that (i) a Stockholder shall pay all
underwriting discounts, commissions and expenses specifically
attributable to the inclusion in the offering under said Section 1(e)
of the Securities being sold by such Stockholder and (ii) each party
shall pay the fees and expenses of its counsel.
4. Indemnification. (a) Company Indemnity. In the case of any
offering or sale of Securities covered by this Agreement, the Company
shall indemnify and hold harmless the Stockholders, and each person
affiliated with or retained by the Stockholders and who may be subject
to liability under any applicable foreign securities laws, against any
and all losses, claims, damages or liabilities to which they or any of
them may become subject under the Act or any other statute or common
law of the United States of America or any other country or political
subdivision thereof, or otherwise, including any amount paid in
settlement of any litigation commenced or threatened (including any
amounts paid pursuant to or in settlement of claims made under the
indemnification or contribution provisions of any underwriting or
similar agreement entered into by the Stockholders in connection with
any offering or sale of Securities covered by this Agreement), and
shall promptly reimburse them, as and when incurred, for any legal or
other expenses incurred by them in connection with investigating any
claims and defending any actions, insofar as any such losses, claims,
damages, liabilities or actions shall arise out of or shall be based
upon any untrue statement or alleged untrue statement of a material
fact contained in the registration statement (or in any preliminary or
final prospectus included therein) or in any offering memorandum or
other offering document relating to the offering and sale of such
Securities, or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading or any violation or alleged
violation by the Company of the Act, any "blue sky" laws, securities
laws or other applicable laws of any jurisdiction relating to any
actual or alleged action or inaction required of the Company in
connection with such offering; provided, however, that the
indemnification agreement contained in this Section 4 shall not apply
to such losses, claims, damages, liabilities or actions to the extent
that such losses, claims, damages, liabilities or actions shall arise
out of or shall be based upon any such untrue statement or alleged
untrue statement, or any such omission shall have been made in
reliance upon and in conformity with information jointly identified in
writing by the Company and a Stockholder as concerning such
Stockholder and its security holdings in the Company and so identified
for use in connection with the preparation of the registration
statement or any preliminary prospectus or prospectus contained in the
registration statement, any offering memorandum or other offering
document, or any amendment thereof or supplement thereto.
Notwithstanding the foregoing, no underwriter or selling or placement
agent shall be entitled to indemnification under this Agreement if
such person shall have entered into a separate underwriting, agency or
indemnification agreement with the Company that pertains to the same
transaction.
(b) Stockholder Indemnity. In the case of each offering or
sale of Securities covered by this Agreement, the requesting
Stockholder shall, in the same manner and to the same extent as set
forth in paragraph (a) of this Section 4, indemnify and hold harmless
the Company and each person, if any, who controls the Company within
the meaning of Section 15 of the Act, and each person affiliated with
or retained by the Company and who may be subject to liability under
any applicable foreign securities laws, its directors and those
officers of the Company who shall have signed any registration
statement, offering memorandum or other offering document with respect
to any statement in or omission from such registration statement, any
preliminary prospectus or prospectus contained in such registration
statement or from such offering memorandum or other offering document,
as amended or supplemented, if such statement or omission shall have
been made in reliance upon and in conformity with information jointly
identified in writing by the Company and the Stockholder as concerning
the Stockholder and its security holdings in the Company and so
identified for use in connection with the preparation of such
registration statement, any preliminary prospectus or prospectus
contained in such registration statement, any offering memorandum or
other offering document, or any amendment thereof or supplement
thereto.
(c) Procedure for Indemnification. Each party indemnified
under paragraph (a) or (b) of this Section 4, or under Section 8(f)
hereof, shall, promptly after receipt of notice of the commencement of
any action against such indemnified party in respect of which
indemnity may be sought, notify the indemnifying party in writing of
the commencement thereof. The omission of any indemnified party so to
notify an indemnifying party of any such action shall not relieve the
indemnifying party from any liability in respect of such action which
it may have to such indemnified party on account of the indemnity
agreement contained in paragraph (a) or (b) of this Section 4, or
under Section 8(f) hereof, except to the extent that the indemnifying
party was prejudiced by such omission, and in no event shall relieve
the indemnifying party from any other liability which it may have to
such indemnified party. In case any such action shall be brought
against any indemnified party and such indemnified party shall notify
an indemnifying party of the commencement thereof, the indemnifying
party shall be entitled to participate therein and, to the extent that
it may wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel satisfactory to
such indemnified party. If the indemnifying party so assumes the
defense thereof, it may not agree to any settlement of any such action
as the result of which any remedy or relief, other than monetary
damages for which the indemnifying party shall be responsible
hereunder, shall be applied to or against the indemnified party,
without the prior written consent of the indemnified party. If the
indemnifying party does not assume the defense thereof, it shall be
bound by any settlement to which the indemnified party agrees,
irrespective of whether the indemnifying party consents thereto. If
any settlement of any claim is effected by the indemnified party prior
to commencement of any action relating thereto, the indemnifying party
shall be bound thereby only if it has consented in writing thereto. In
any action hereunder, the indemnified party shall continue to be
entitled to participate in the defense thereof, with counsel of its
own choice, even if the indemnifying party has assumed the defense
thereof, and the indemnifying party shall not be relieved of the
obligation hereunder to reimburse the indemnified party for the costs
thereof.
5. Transfer of Rights. (a) Subject to paragraph (b) below,
the rights of a Stockholder under this Agreement with respect to any
Security may be transferred to any one or more transferee of such
Security if such transferee (i) is the estate or personal
representative of such Stockholder, (ii) is controlled by such
Stockholder or (iii) acquires, either individually or when aggregated
with other transferees, at least 25% of the aggregate number of shares
of any class of equity Securities held by such Stockholder on the date
the Stockholder first acquired any of such equity Securities (which
for purposes of the Common Stock shall be the time immediately after
the initial public offering by the Company of the Common Stock) or 25%
in principal amount of any issue of debt Securities held by such
Stockholder at the date the Stockholder first acquired any of such
debt Securities. Any transfer of registration rights pursuant to this
Section 5 shall be effective only upon receipt by the Company of
written notice from the Stockholder stating the name and address of
any transferee and identifying the Securities with respect to which
the rights under this Agreement are being transferred.
(b) The rights of a transferee under paragraph (a) above
shall be the same rights granted to a Stockholder under this
Agreement, except that (i) such transferee shall only have the right
to make one request under paragraph (a) or (b) of Section 1, which may
be a simultaneous request under paragraphs (a) and (b), and two
requests under paragraph (e) of Section 1, (ii) all rights referred to
in the foregoing clause (i) with respect to any particular Securities
shall expire on the third anniversary of the receipt of such
Securities by the transferee and (iii) such transferee shall be
required to pay all (or in the case of a request under Paragraph 1(e)
such transferee's proportionate share of) the stamp, duty or transfer
taxes and underwriting discounts and commissions.
6. Termination of Obligations. Section 1 of this Agreement
shall terminate and cease to be of any force and effect in respect of
a Stockholder at such time as the Stockholder shall first cease
beneficially to own any of the outstanding Common Stock (the
"Termination Date"); provided, however, that such termination shall
not affect the rights of any transferee under Section 5 with regard to
any Securities transferred prior to the Termination Date.
7. Representations and Warranties. As an inducement to enter
into this Agreement, (a) the Company represents and warrants that:
(i) it is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware and
has all requisite corporate power to own, lease and operate its
properties, to carry on its business as presently conducted and to
carry out the transactions contemplated by this Agreement;
(ii) it has duly and validly taken all corporate action
necessary to authorize the execution, delivery and performance of
this Agreement and the consummation of the transactions
contemplated hereby;
(iii) this Agreement has been duly executed and delivered
by it and constitutes its legal, valid and binding obligation
enforceable in accordance with its terms (subject, as to the
enforcement of remedies, to applicable bankruptcy, reorganization,
insolvency, moratorium or other similar laws affecting the
enforcement of creditors' rights generally from time to time in
effect, and subject to equitable limitations on the availability
of the remedy of specific performance); and
(iv) none of the execution and delivery of this Agreement,
the consummation of the transactions contemplated hereby or the
compliance with any of the provisions of this Agreement will (x)
conflict with or result in a breach of any provision of its
corporate charter or by-laws, (y) breach, violate or result in a
default under any of the terms of any agreement or other
instrument or obligation to which it is a party or by which it or
any of its properties or assets may be bound, or (z) violate any
order, writ, injunction, decree, statute, rule or regulation
applicable to it or affecting any of its properties or assets; and
(b) each Stockholder represents and warrants that:
(i) this Agreement has been duly executed and delivered by
such Stockholder and constitutes a legal, valid and binding
obligation of the Stockholder enforceable in accordance with its
terms (subject, as to the enforcement of remedies, to applicable
bankruptcy, reorganization, insolvency, moratorium or other
similar laws affecting the enforcement of creditors' rights
generally from time to time in effect, and subject to equitable
limitations on the availability of the remedy of specific
performance); and
(ii) none of the execution and delivery of this Agreement,
the consummation of the transactions contemplated hereby or the
compliance with any of the provisions of this Agreement will (x)
breach, violate or result in a default under any of the terms of
any agreement or other instrument or obligation to which such
Stockholder is a party or by which such Stockholder or such
Stockholder's properties or assets may be bound or (y) violate any
order, writ, injunction, decree, statute, rule or regulation
applicable to such Stockholder or affecting any of its properties
or assets.
8. Certain Agreements and Definitions.
(a) Calculation of Amounts. For purposes of this Agreement,
the amount of any Securities outstanding at any time (and the amount
of any Securities then beneficially owned by a Stockholder or any
other person) shall be calculated on the basis of the information
contained in the Company's most recent report filed with the SEC. For
purposes of calculating the amount of Securities outstanding at any
time (and the amount of Securities then beneficially owned by a
Stockholder or any other person) all outstanding securities
convertible into or exchangeable for such Securities shall be deemed
to have been fully converted at such time.
(b) "person"; "affiliate". As used in this Agreement, the
term --"person" shall mean any individual, partnership, corporation,
trust or other entity. As used in this Agreement, the term "affiliate"
shall mean, with respect to any specified person, any other person
that directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, such
specified person.
(c) "Securities". As used in this Agreement, the term
"Securities" shall include any security of the Company now owned or
hereafter acquired by the Stockholders, whether acquired in any
transaction with the Company or another person, in any
recapitalization of the Company, as a dividend or other distribution,
as a result of any "split" or "reverse split", upon conversion or
exercise of another security of the Company or any other person, or
otherwise.
(d) No Legend. No Security held or to be sold by a
Stockholder shall bear any legend, nor shall the Company cause or
permit any transfer agent or registrar appointed by the Company with
respect to such Security to refuse or fail to effect a transfer or
registration with respect to such Security, provided that the
Stockholder provides to the Company a certificate of such Stockholder
in connection with such transfer or registration to the effect that
such transfer or registration is not in violation of any applicable
securities or other law.
(e) Stock Books. Except as otherwise provided by law for all
holders of securities, the Company will not close its stock books or
other registries against the transfer of any Security held by a
Stockholder.
(f) Securities Exchange Act of 1934. The Company shall at all
times timely file such information, documents and reports as the SEC
may require or prescribe under the Securities Exchange Act of 1934
(the "Exchange Act") and shall provide each Stockholder with two
copies of each thereof or any other communication with or from the
SEC. The Company shall, whenever requested by a Stockholder, notify
such Stockholder in writing whether the Company has, as of the date
specified by the Stockholder, complied with the Exchange Act reporting
requirements to which it is subject for such period to such date as
shall be specified by the Stockholder. The Company acknowledges and
agrees that one of the purposes of the requirements contained in this
Section 8(f) is to enable the Stockholders to comply with the current
public information requirements contained in Paragraph (c) of Rule 144
under the Act (or any corresponding rule hereafter in effect) should a
Stockholder ever wish to dispose of any Securities without
registration under the Act in reliance upon Rule 144. In addition, the
Company shall take such other measures and file such other
information, documents and reports as shall hereafter be required by
the SEC as a condition to the availability of Rule 144. The Company
covenants, represents and warrants that all such information,
documents and reports filed with the SEC shall not contain any untrue
statement of a material fact or fail to state therein a material fact
required to be stated therein or necessary to make the statements
contained therein not misleading, and the Company shall indemnify and
hold each Stockholder and each broker, dealer, underwriter or other
person acting for a Stockholder (and any controlling person of any of
the foregoing) harmless from and against any and all claims,
liabilities, losses, damages, expenses and judgments and shall
promptly reimburse them, as and when incurred, for any legal or other
expenses incurred by them in connection with investigating any claim
and defending any actions insofar as such claims, liabilities, losses,
damage expenses and judgments arise out of or based upon any breach of
the foregoing covenants, representations or warranties. The procedure
for indemnification set forth in Section 4(c) hereof shall apply to
the indemnification provided under this Section 8(f).
(g) Listing. Once initially listed or approved for trading,
the Company shall maintain in effect any listing of Securities on any
securities exchange or approved for trading through a trading
facility, shall make all filings and take all other actions required
under the rules of such exchange or facility and any applicable
agreement, shall provide each Stockholder with two copies of each such
filing or any other communication with such exchange or facility at
the time at which such filing is made, and shall notify each
Stockholder of any proceeding or other action taken by such exchange
or facility or any other person which might have the effect of
terminating or otherwise changing the status of such listing,
forthwith upon the occurrence thereof. Notwithstanding the foregoing,
the Company shall be entitled at any time to terminate any securities
exchange listing or approval for trading through any trading facility
for the entirety of any class of Securities.
(h) Limitation on Other Securities To Be Registered. In case
of any registration, offering or sale contemplated by paragraph (a) or
(b) of Section 1, the Company shall not, without the consent of the
requesting Stockholder, include in such registration, offering or sale
any Securities other than those beneficially owned by such
Stockholder. In case of any registration, offering or sale
contemplated by paragraph (e) of Section 1, the Company shall be
entitled to include in such registration, offering or sale any
Securities other than those being offered by the Company and a
Stockholder, pro rata, on the basis of the amounts of securities
covered by all requests of stockholders received by the Company. In
the case of a transferee under Section 5, the Company shall be
entitled to include in any registration, offering or sale contemplated
by Section 1, all transferees making a request under such section and
at the option of the Company other persons making similar requests,
pro rata, on the basis of the number of shares or principal amount of
securities covered by any such request.
9. Miscellaneous. (a) 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 set
forth herein shall remain in full force and effect and shall in no way
be affected, impaired or invalidated, and the parties hereto shall use
their best efforts to find and employ an alternative means to achieve
the same or substantially the same result as that contemplated by such
term, provision, covenant or restriction. It is hereby stipulated and
declared to be the intention of the parties that they would have
executed the remaining terms, provisions, covenants and restrictions
without including any of such which may be hereafter declared invalid,
void or unenforceable.
(b) Assignment. Except as provided otherwise in Section 5
hereof, and except by operation of law or in connection with the sale
of all or substantially all the assets of a party hereto, this
Agreement shall not be assignable, in whole or in part, directly or
indirectly, by either party hereto without the prior written consent
of the other, and any attempt to assign any rights or obligations
arising under this Agreement without such consent shall be void;
provided, however, that the provisions of this Agreement shall be
binding upon, inure to the benefit of and be enforceable by the
Stockholders and the Company (including, solely for purposes of
Section 4 hereof, their officers and directors) and their respective
successors and permitted assigns.
(c) Further Assurances. Subject to the specific terms of this
Agreement, each of the Stockholders and the Company shall make,
execute, acknowledge and deliver such other instruments and documents,
and take all such other actions, as may be reasonably required in
order to effectuate the purposes of this Agreement and to consummate
the transactions contemplated hereby. Subject to the specific terms of
this Agreement, each of the Stockholders and the Company shall, in
connection with entering into this Agreement, performing its
obligations hereunder and taking any and all actions relating hereto,
comply with all applicable laws, regulations, orders and decrees,
obtain all required consents and approvals and make all required
filings with any governmental agency, other regulatory or
administrative agency, commission or similar authority and promptly
provide the other with all such information as the other may
reasonably request in order to be able to comply with the provisions
of this sentence.
(d) Parties in Interest. Except as herein otherwise
specifically provided, nothing in this Agreement expressed or implied
is intended or shall be construed to confer any right or benefit upon
any person, firm or corporation other than the Stockholders and the
Company and their respective successors and permitted assigns.
(e) Waivers, Etc. No failure or delay on the part of a
Stockholder or the Company in exercising any power or right hereunder
shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any
other or further exercise thereof or the exercise of any other right
or power. No modification or waiver of any provision of this Agreement
nor consent to any departure by a Stockholder or the Company therefrom
shall in any event be effective unless the same shall be in writing,
and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.
(f) Setoff. All payments to be made by either party under
this Agreement shall be made without setoff, counterclaim or
withholding, all of which are expressly waived.
(g) Changes of Law. If, due to any change in applicable law
or regulations or the interpretation thereof by any court of law or
other governing body having jurisdiction subsequent to the date of
this Agreement, performance of any provision of this Agreement or any
transaction contemplated hereby shall become impracticable or
impossible, the parties hereto shall use their best efforts to find
and employ an alternative means to achieve the same or substantially
the same result as that contemplated by such provision.
(h) Confidentiality. Subject to any contrary requirement of
law and the right of a party to enforce its rights hereunder in any
legal action, each party shall keep strictly confidential and shall
cause its employees and agents to keep strictly confidential, any
information which it or any of its agents or employees may acquire
pursuant to, or in the course of performing its obligations under, any
provision of this Agreement; provided, however, that such obligations
to maintain confidentiality shall not apply to information which (i)
at the time of disclosure was in the public domain not as a result of
acts by the receiving party or (ii) was in the possession of the
receiving party at the time of disclosure.
(i) Entire Agreement. This Agreement contains the entire
understanding of the parties with respect to the transactions
contemplated hereby.
(j) Headings. Descriptive headings are for convenience only
and shall not control or affect the meaning or construction of any
provision of this Agreement.
(k) Counterparts. For the convenience of the parties, any
number of counterparts of this Agreement may be executed by the
parties hereto, and each such executed counterpart shall be, and shall
be deemed to be, an original instrument.
(l) Notices. All notices, consents, requests, instructions,
approvals and other communications provided for herein shall be
validly given, made or served, if in writing and delivered personally,
by telegram or sent by registered mail, postage prepaid, to:
the Company at: ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
the Stockholders at: ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention of ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
or
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention of ▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
or to such other address as any party may, from time to time,
designate in a written notice given in a like manner. Notice given by
telegram shall be deemed delivered when received by the recipient.
Notice given by mail as set out above shall be deemed delivered five
calendar days after the date the same is mailed.
(m) Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of
Connecticut applicable to contracts made and to be performed therein.
IN WITNESS WHEREOF, the Stockholder and the Company have duly
executed this Agreement as of the day and year first above written.
________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
_________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
FACTSET RESEARCH SYSTEM INC.,
by
___________________________
Name:
Title: