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EXHIBIT 4.3
REGISTRATION RIGHTS AGREEMENT
AGREEMENT dated as of August 22, 1996 among and PAREXEL International
Corporation, a Massachusetts corporation (the "Company") and the stockholders of
the Company listed on the signature pages hereto (the "Stockholders").
W I T N E S S E T H :
WHEREAS, pursuant to the Purchase Agreement of even date herewith (the
"Purchase Agreement"), among the Company, the Stockholders and others, the
Company is acquiring all of the issued and outstanding shares of capital stock
of State and Federal Associates, Inc., a Virginia corporation ("SF&A").
WHEREAS, in connection therewith, each Stockholder is acquiring
unregistered shares of Common Stock of the Company (the "Shares"); and
WHEREAS, the Company and the Stockholders wish to set forth certain rights
and obligations with regard to the registration of the Shares;
NOW, THEREFORE, the parties hereto agree as follows:
1. CERTAIN DEFINITIONS. As used in this Agreement, the following terms
shall have the following respective meanings:
"COMMISSION" shall mean the Securities and Exchange Commission, or any
other federal agency at the time administering the Securities Act.
"SHARES" shall mean the shares of Common Stock of the Company issued
to the Stockholders on even date herewith pursuant to the Purchase
Agreement and pursuant to the Real Estate Conveyance Documents (as such
term is defined in the Purchase Agreement), including any shares of Common
Stock received in accordance with the provisions of the Purchase Agreement
and the Real Estate Conveyance Documents and transferred from S&FA of
Alexandria Partnership to its partners, at such time as such transfers are
permitted.
"COMMON STOCK" shall mean the Common Stock, $.01 par value, of the
Company, as constituted as of the date of this Agreement.
"EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended, or any similar federal statute, and the rules and regulations of
the Commission thereunder, all as the same shall be in effect at the time.
"REGISTRATION EXPENSES" shall mean the expenses so described in
Section 9.
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"SECURITIES ACT" shall mean the Securities Act of 1933, as amended, or
any similar federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.
"SELLING EXPENSES" shall mean the expenses so described in Section 10.
2. SECURITIES ACT MATTERS. Each Stockholder acknowledges and agrees that
the Shares have not been registered under the Securities Act or under the
securities laws of any state, in reliance upon certain exemptive provisions of
such statutes. Each Stockholder recognizes and acknowledges that such claims of
exemption are based, in part, upon each Stockholder's representations contained
in this Agreement. Each Stockholder further recognizes and acknowledges that,
because the Shares are unregistered under federal and state laws, they are not
presently eligible for public resale, and may only be resold in the future
pursuant to an effective registration statement under the Securities Act and any
applicable state securities laws, or pursuant to a valid exemption from such
registration requirements. Each Stockholder recognizes and acknowledges that
Rule 144 or any other exemption promulgated under the Securities Act (which
facilitates routine sales of securities in accordance with the terms and
conditions of that Rule, including a holding period requirement) is not now
available for resale of the Shares, and each Stockholder recognizes and
acknowledges that, in the absence of the availability of Rule 144 or any other
exemption under the Securities Act, a sale pursuant to a claim of exemption from
registration under the Securities Act would require compliance with some other
exemption under the Securities Act, none of which may be available for resale of
the Shares. Each Stockholder recognizes and acknowledges that, except as set
forth in this Agreement, the Company is under no obligation to register the
Shares, either pursuant to the Securities Act or the securities laws of any
state.
3. RESTRICTIVE LEGEND. Each certificate representing Shares shall, except
as otherwise provided in this Section 3 or in Section 4, be stamped or otherwise
imprinted with a legend substantially in the following form:
"The Securities represented hereby have not been registered under the
Securities Act of 1933, as amended, and may not be sold, transferred
or otherwise disposed of except in accordance with the terms thereof
and unless registered with the Securities and Exchange Commission of
the United States and the securities regulatory authorities of certain
states or unless an exemption from such registration is available."
Such certificates shall not bear such legend if in the opinion of counsel
satisfactory to the Company the securities being sold thereby may be publicly
sold without registration under the Securities Act or if such securities have
been sold pursuant to Rule 144, any other exemption under the Securities Act or
an effective registration statement.
4. NOTICE OF PROPOSED TRANSFER. Prior to the third anniversary of the
Closing Date (as that term is defined in the Purchase Agreement), each
Stockholder shall give written notice to the Company of his or her intention to
effect any proposed transfer of any Shares. Prior to the S-3 Registration
Statement or the S-1 Registration Statement (as hereinafter defined) becoming
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effective, each such notice shall describe the manner of the proposed transfer
and, if requested by the Company, shall be accompanied by an opinion of counsel
satisfactory to the Company to the effect that the proposed transfer may be
effected without registration under the Securities Act, whereupon the
Stockholder shall be entitled to transfer such security in accordance with the
terms of his or her notice. Each certificate for Shares transferred as above
provided shall bear the legend set forth in Section 3, except that such
certificate shall not bear such legend if (i) such transfer is in accordance
with the provisions of Rule 144 (or any other rule permitting public sale
without registration under the Securities Act) or (ii) the opinion of counsel
referred to above is to the further effect that the transferee and any
subsequent transferee (other than an affiliate of the Company) would be entitled
to transfer such securities in a public sale without registration under the
Securities Act. Upon the effectiveness of the S-3 Registration Statement or the
S-1 Registration Statement and upon receipt by the Company of the aforementioned
notice of the Stockholder's proposed transfer, the Company shall cause the
legend described in Section 3 to be removed from such Stockholder's certificate.
5. REQUIRED REGISTRATION ON FORM S-3. Subject to the provisions set forth
below, the Company agrees to use commercially reasonable efforts to (i) cause a
registration statement on Form S-3 under the Securities Act (the "S-3
Registration Statement") relating to the resale of the Shares to be filed as
soon as practicable following the date on which the Company is eligible to use
such Form S-3, and in any event no later than January 15, 1997; and (ii) cause
the S-3 Registration Statement to become effective no earlier than the
expiration date of the Pooling Restricted Period (as hereinafter defined) and
thereafter remain effective until the earlier of (A) the third (3rd) anniversary
of the Closing Date (as defined in the Purchase Agreement) (the "Distribution
Period") or (B) the sale of all Shares covered thereby. Anything to the contrary
herein notwithstanding, the Company shall not be required to take any action to
cause the S-3 Registration Statement to be declared effective by the Commission
at any time prior to the publication by the Company of financial results
including at least thirty (30) days' post-closing combined operating results of
the Company and S&FA (the "Pooling Restricted Period"), and PROVIDED FURTHER,
HOWEVER, that the Company may suspend sales at any time under the S-3
Registration Statement immediately upon notice to each of the Stockholders at
their last known addresses, for any of the reasons and for the time periods set
forth in Section 7. In the event that at the time the filing of such
registration statement is undertaken or required to be undertaken, the Company
fails to qualify for use of Form S-3 for purposes of registering for resale the
Shares, the Company shall cause a registration statement on Form S-1 to be filed
as soon as practicable thereafter and to use commercially reasonable efforts to
(i) have such registration statement declared effective as soon as practicable
and (ii) maintain the effectiveness of such registration statement until the
earlier of (a) three (3) years from the Closing Date, (b) the date on which all
Shares have been sold by the Stockholders and (c) the date as of which the
Company qualifies for use of Form S-3 and such registration statement shall have
been converted into a registration statement on Form S-3. Any registration
statement filed or required to be filed by the Company pursuant to this Section
5 shall be referred to herein as the "Registration Statement."
6. REGISTRATION PROCEDURES. If and whenever the Company is required by the
provisions of Section 5 to use commercially reasonable efforts to effect the
registration of any Shares under the Securities Act, the Company will, as
expeditiously as possible:
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(a) prepare and file with the Commission such amendments and
supplements to the Registration Statement, and the prospectuses used in
connection therewith, as may be necessary to comply with the Securities Act;
(b) furnish to each Stockholder such number of copies of the
Registration Statement and each such amendment and supplement thereto (in each
case including exhibits) and the prospectus included therein (including each
preliminary prospectus) as such persons reasonably may request in order to
facilitate the public sale or other disposition of the Shares covered by the
Registration Statement;
(c) register or qualify the Shares covered by the Registration
Statement under the securities or "blue sky" laws of the jurisdictions where the
Company is currently registered or qualified, provided, however, that the
Company shall not for any such purpose be required to qualify generally to
transact business as a foreign corporation in any jurisdiction where it is not
so qualified or to consent to general service of process in any such
jurisdiction;
(d) have the Shares covered by the Registration Statement subject to
quotation on the Nasdaq National Market or listed on any exchange on which
shares of Common Stock are traded; and
(e) promptly notify each Stockholder (at their last known addresses)
(i) of the effective date of the Registration Statement and the date when any
post-effective amendment to the Registration Statement becomes effective, (ii)
of any stop order or notification from the Commission or any other jurisdiction
as to the suspension of the effectiveness of the Registration Statement, or
(iii) of the end of any suspension under Section 7.
(f) upon receipt of a notice of proposed transfer by the Stockholder,
notify the Stockholder of the happening of any event as a result of which the
prospectus included in such registration statement, as then in effect, 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 at the request
of the Stockholder prepare and furnish to the Stockholder a reasonable number of
copies of a supplement to or an amendment of such prospectus as may be necessary
so that, as thereafter delivered to the purchasers of such shares, such
prospectus shall not include an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances then existing.
7. Suspension.
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(a) The rights of the Stockholders to distribute the Shares pursuant
to this Agreement and the S-3 Registration Statement may be suspended by the
Company on the occurrence of any of the following events:
(i) the Company has made a determination to conduct a public
offering;
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(ii) the Company is about to make a normal course disclosure
containing information of a material nature;
(iii) there then exists material, non-public information relating
to the Company which, in the good faith determination of its Board of
Directors, would not be appropriate for disclosure during that time;
or
(iv) the Company is engaged in any activity at any time that, in
the good faith determination of its Board of Directors, would be
adversely affected by the continued compliance with this Agreement or
the continued distribution of the Shares by the Stockholders.
(b) The Company shall use commercially reasonable efforts to minimize
the length of any suspension:
(i) under Section 7(a)(i), to a period beginning on the day that
notice of a suspension is given to the Stockholders and ending on the
earlier of: (A) the date of disclosure of the public offering, or (B)
the date which is 30 days after the beginning of the suspension,
provided that during such suspension, the Company will proceed with
commercially reasonable efforts to file the appropriate documentation
in respect of, and otherwise complete, such public offering as
expeditiously as practicable;
(ii) under Section 7(a)(ii), to a period of not more than three
(3) business days;
(iii) under Section 7(a)(iii), if the activity is a prospective
acquisition by the Company, to a period beginning when the notice of
suspension is given to the Stockholders and ending on the earlier of:
(A) the public disclosure of the transaction and the making of all
required filings under the Securities Act or Exchange Act, or (B) the
date on which discussions regarding the acquisition are terminated;
(iv) under Section 7(a)(iii), for any reason other than a
prospective acquisition by the Company, to a period beginning when the
notice of suspension is given to the Stockholders and ending on the
earlier of: (A) the disclosure of the activity, or (B) the reason is
no longer operative; and
(v) under Section 7(a)(iv), to a period beginning on the day that
notice of a suspension is given to the Stockholders and ending on the
date which is 30 days after the beginning of the suspension, provided,
however, that the Company shall not avail itself of the suspension
rights contained in Section 7(a)(iv) more than once in every six (6)
month period commencing on the date of effectiveness of the
Registration Statement.
8. EXPENSES. All expenses incurred by the Company in complying with Section
6, including, without limitation, all registration and filing fees, printing
expenses, fees and disbursements of counsel and independent public accountants
for the Company, fees and expenses incurred in connection with complying with
state securities or "blue sky" laws, fees of
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the National Association of Securities Dealers, Inc., transfer taxes, fees of
transfer agents and registrars, and costs of issuance, but excluding any Selling
Expenses (as hereinafter defined), are called "REGISTRATION EXPENSES". All
underwriting discounts (if any) and selling commissions applicable to the sale
of the Shares covered by the S-3 Registration Statement, as well as all
professional service fees incurred by the Stockholders, are called "SELLING
EXPENSES".
The Company will pay all Registration Expenses in connection with the
preparation and filing of the S-3 Registration Statement. All Selling Expenses
shall be borne by the Stockholders in proportion to the number of Shares sold by
each. The Company shall not be obligated to pay any Registration Expenses in
connection with the preparation and filing of the S-3 Registration Statement if
such registration statement is withdrawn, delayed or abandoned for any reason by
the Stockholders.
9. Indemnification and Contribution.
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(a) In connection with the registration of the Shares under the
Securities Act pursuant to Section 5, the Company will indemnify and hold
harmless each Stockholder and each other person, if any, who controls such
Stockholder within the meaning of the Securities Act, against any losses,
claims, damages or liabilities, joint or several, to which such Stockholder or
controlling person may become subject under the Securities Act, Exchange Act,
state securities laws or otherwise, insofar as such losses, claims, damages or
liabilities (or actions, proceedings or settlements in respect thereof) arise
out of or are based upon (i) any untrue statement or alleged untrue statement of
material fact contained in the registration statement under which such Shares
were registered under the Securities Act pursuant to Section 5, any preliminary
prospectus or final prospectus contained therein, or any amendment or supplement
thereto, (ii) the omission or alleged omission of a material fact required to be
stated therein or necessary to make the statements therein not misleading or
(iii) any violation by the Company or its agents of any rule or regulation
promulgated under the Securities Act, Exchange Act or state securities laws
applicable to the Company or its agents and relating to action or inaction
required of the Company in connection with such registration, and the Company
will reimburse each such Stockholder and each such controlling person for any
legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action,
PROVIDED, HOWEVER, that the Company will not be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of or is based
upon an untrue statement or alleged untrue statement or omission or alleged
omission so made based upon information furnished in writing by any such
Stockholder or any such controlling person for use in such Registration
Statement.
(b) In connection with the registration of the Shares under the
Securities Act pursuant to Section 5, each Stockholder, severally and not
jointly, will indemnify and hold harmless the Company, each person, if any, who
controls the Company within the meaning of the Securities Act, each officer of
the Company who signs such registration statement and each director of the
Company, against all losses, claims, damages or liabilities, joint or several,
to which the Company or such officer or director may become subject under the
Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions, proceedings or settlements in respect thereof) arise
out of or are based upon (i) the failure of such Stockholder to
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comply with the provisions of Section 12 herein or (ii) any untrue statement or
alleged untrue statement of any material fact contained in the registration
statement, any preliminary prospectus or final prospectus contained therein, or
any amendment or supplement thereto, or arise out of or are based upon 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, and
will reimburse the Company and each such officer and director for any legal or
other expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action, PROVIDED, HOWEVER,
that such Stockholder will be liable hereunder in any such case if and only to
the extent that any such loss, claim, damage or liability arises out of or is
based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in reliance upon and based upon information pertaining to
such Stockholder, furnished in writing by or for such Stockholder for use in
such registration statement, PROVIDED, FURTHER, HOWEVER, that the liability of
each Stockholder hereunder shall be limited to the proceeds received by such
Stockholder from the sale of the Shares covered by such registration statement;
and PROVIDED, FURTHER, HOWEVER, that the obligations of the Stockholder
hereunder shall not apply to amounts paid in settlement of any such loss, claim,
damage, liability, or action if such settlement is effected without the consent
of the Stockholder.
(c) Promptly after receipt by an indemnified party hereunder of notice
of the commencement of any action, such indemnified party shall, if a claim in
respect thereof is to be made against the indemnifying party hereunder, notify
the indemnifying party in writing thereof, but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
such indemnified party other than under this Section 9 and shall only relieve it
from any liability which it may have to such indemnified party under this
Section 9 if and to the extent the indemnifying party is prejudiced by such
omission. In case any such action shall be brought against any indemnified party
and it shall notify the indemnifying party of the commencement thereof, the
indemnifying party shall be entitled to participate in and, to the extent it
shall wish, to assume and undertake the defense thereof with counsel
satisfactory to such indemnified party, and, after notice from the indemnifying
party to such indemnified party of its election so to assume and undertake the
defense thereof and the approval by the indemnified party of the counsel chosen
by the indemnifying party, the indemnifying party shall not be liable to such
indemnified party under this Section 9 for any legal expenses subsequently
incurred by such indemnified party in connection with the defense thereof other
than reasonable costs of investigation and of liaison with counsel so selected,
PROVIDED, HOWEVER, that, if the defendants in any such action include both the
indemnified party and the indemnifying party and if the interests of the
indemnified party reasonably may be deemed to conflict with the interests of the
indemnifying party, the indemnified party shall have the right to select a
separate counsel and to assume such legal defenses and otherwise to participate
in the defense of such action, with the expenses and fees of such separate
counsel and other expenses related to such participation to be reimbursed by the
indemnifying party as incurred.
(d) In order to provide for just and equitable contribution to joint
liability in any case in which either (i) any Stockholder exercising rights
under this Agreement makes a claim for indemnification pursuant to this Section
9 but it is judicially determined (by the entry of a final judgment or decree by
a court of competent jurisdiction and the expiration of time to appeal or the
denial of the last right of appeal) that such indemnification may not be
enforced in such
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case notwithstanding the fact that this Section 9 provides for indemnification
in such case, or (ii) contribution under the Securities Act may be required on
the part of any such Stockholder in circumstances for which indemnification is
provided under this Section 9; then, and in each such case, the Company and such
Stockholder will contribute to the aggregate losses, claims, damages or
liabilities to which they may be subject (after contribution from others) in
proportion to the relative fault of the Company, on the one hand, and each
Stockholder, severally, on the other hand; PROVIDED, HOWEVER, that, in any such
case, no person or entity guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) will be entitled to contribution
from any person or entity who was not guilty of such fraudulent
misrepresentation and no such indemnifying party will be required to contribute
any amount in excess of the public offering price of all shares offered by it
pursuant to such registration statement. The relative fault of the indemnifying
party and of the indemnified party shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission to state a material fact relates to information supplied by the
indemnifying party or by the indemnified party and the parties' relative intent,
knowledge, access to information, and opportunity to correct or prevent such
statement or omission.
(e) The indemnities provided in this Section 9 shall survive the
transfer of any Shares by such Stockholder.
10. REPORTS UNDER SECURITIES EXCHANGE ACT OF 1934. With a view to making
available to the Stockholders the benefits of Rule 144 promulgated under the
Securities Act and any other rule or regulation thereunder that may at any time
permit a Stockholder to sell securities of the Company to the public without
registration, the Company agrees to:
(a) make and keep public information available, as those terms are
understood and defined in Rule 144;
(b) maintain registration of its Common Stock under Section 12 of the
Exchange Act;
(c) file in a timely manner all reports and other documents required
of the Company under the Securities Act and the Exchange Act; and
(d) furnish to any Stockholder, so long as the Stockholder owns any
Shares, forthwith upon request: (i) a written statement by the Company that it
has complied with the reporting requirements of Rule 144, (ii) a copy of the
most recent annual or quarterly report of the Company and such other reports and
documents so filed by the Company; and (iii) such other information as may be
reasonably requested in availing any Stockholder of any rule or regulation under
the Securities Act which permits the selling of any such securities without
registration or pursuant to such form.
11. CHANGES IN COMMON STOCK. If, and as often as, there is any change in
the Common Stock by way of a stock split, stock dividend, combination or
reclassification, or through a merger, consolidation, reorganization or
recapitalization, or by any other means, appropriate
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adjustment shall be made inthe provisions hereof so that the rights and
privileges granted hereby shall continue with respect to the Shares as so
changed.
12. STOCKHOLDERS' CONDUCT. With respect to any sale of Shares covered by
the Registration Statement, each Stockholder understands and agrees as follows:
(a) Each Stockholder will carefully review the information concerning
him or her contained in the Registration Statement and will promptly notify the
Company if such information is not complete and accurate in all respects,
including having properly disclosed any position, office or other material
relationship within the past three years with the Company or its affiliates;
(b) Each Stockholder agrees to sell Shares only in the manner set
forth in (i) the Registration Statement (or in compliance with Section 4
hereof), (ii) the Affiliate Agreement (as defined in the Purchase Agreement) and
(iii) Section 13;
(c) Each Stockholder agrees to comply with the anti-manipulation rules
under the Exchange Act in connection with purchases and sales of securities of
the Company during the time the Registration Statement remains effective;
(d) Each Stockholder agrees to only sell Shares in a jurisdiction
after counsel for the Company has advised that such sale is permissible under
the applicable state securities or "Blue Sky" laws;
(e) Each Stockholder agrees to comply with the prospectus delivery
requirements of the Exchange Act;
(f) Prior to the third anniversary of the Closing Date, each
Stockholder agrees to promptly notify the Company of any and all planned sales
and completed sales of Shares; and
(g) Each Stockholder agrees to suspend sales during the periods when
sales are to be suspended pursuant to Section 7.
(h) In connection with the registration of the Shares, each
Stockholder will furnish to the Company in writing such information requested by
the Company with respect to themselves and the proposed distribution by them as
shall be necessary in order to assure compliance with federal and applicable
state securities laws.
(i) Each Stockholder hereby agrees that he or she will not sell,
exchange, transfer, pledge, dispose or otherwise reduce his or her risk relative
to any Shares owned by him or her during the period which begins on the date
hereof and ends at such time as the Company publicly announces financial results
covering at least thirty days of combined operations of the Company and S&FA.
The Company, at its discretion, may cause stop transfer orders to be placed with
its transfer agent with respect to the certificates representing the Shares,
provided that such stop transfer orders are consistent with the other provisions
of the Agreement.
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13. Selling Procedures.
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(a) Each Stockholder will notify the Company of his or her intention
to sell Shares under the S-3 Registration Statement not less than five (5)
business days prior to the expected date of such sale by faxing the "Takedown
Request" attached hereto as EXHIBIT A to:
▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, LLP
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
During this period, the Company will review the prospectus to determine if a
suspension pursuant to Section 7 is necessary or appropriate. If the Company
does not notify the Stockholder of a suspension pursuant to Section 7, the
Stockholder may conclude the proposed sale, on the proposed date of sale,
strictly in accordance with the Takedown Request.
(b) Prior to the third anniversary of the Closing Date, each
Stockholder will notify the Company of each sale under the Registration
Statement in accordance with the Takedown Request within 24 hours of the sale by
faxing the "Notification of Sale" attached hereto as EXHIBIT B to:
▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, LLP
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Based on the information set forth on the Notification of Sale, the Company will
prepare or cause to be prepared the appropriate notifications to its Transfer
Agent to remove the legend described in Section 3 from the Shares so sold.
14. REPRESENTATIONS AND COVENANTS. Each Stockholder hereby represents and
warrants to the Company as follows:
(a) EACH STOCKHOLDER UNDERSTANDS THAT HIS OR HER INVESTMENT IN THE
SHARES INVOLVES RISK.
(b) EACH STOCKHOLDER HAS CONSULTED HIS OR HER OWN ATTORNEY, ACCOUNTANT
OR INVESTMENT ADVISOR WITH RESPECT TO THE INVESTMENT CONTEMPLATED HEREBY AND ITS
SUITABILITY FOR SUCH STOCKHOLDER. ANY SPECIFIC ACKNOWLEDGMENT SET FORTH BELOW
WITH
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RESPECT TO ANY STATEMENT OR INFORMATION FURNISHED TO THE STOCKHOLDERS SHALL
NOT BE DEEMED TO LIMIT THE GENERALITY OF THIS REPRESENTATION AND WARRANTY.
(c) The Company has made available to each Stockholder, during the
course of this transaction and prior to the acquisition of the Shares, the
opportunity to ask questions of and receive complete and correct answers from
representatives of the Company concerning the terms and conditions of the Shares
and to obtain any additional information relating to the financial condition and
business of the Company.
(d) Each Stockholder understands that he or she must bear the economic
risk of this investment until such time as the Shares are registered; that the
Shares are not currently registered under the Securities Act, and, therefore,
cannot be resold unless they are subsequently registered under the Securities
Act or unless an exemption from such registration is available; that such
Stockholder is purchasing the Shares with no present view toward resale or other
distribution thereof; and that each Stockholder agrees not to resell or
otherwise dispose of all or any part of the Shares, except as permitted by law,
including, without limitation, any and all applicable provisions of the Purchase
Agreement and this Agreement and any regulations under the Securities Act and
applicable state securities laws.
(e) Each Stockholder has adequate means of providing for his or her
current needs and personal contingencies and has no need for liquidity in
connection with this investment in the Shares.
(f) Each Stockholder has reviewed the representations and warranties
of the Company set forth in the Purchase Agreement and has consulted with his or
her personal legal and financial advisors in evaluating the merits and risks of
the investment in the Shares.
(h) Each Stockholder received an offer concerning the Shares and first
learned of this investment in the state or other jurisdiction listed in such
Stockholder's residence address on the signature page hereto, and intend that
the state securities laws of that state or other jurisdiction alone govern this
transaction.
(i) Each Stockholder acknowledges and warrants that, prior to the
execution of this Agreement, he or she has had the opportunity to ask questions
and receive answers from the Company and S&FA concerning the terms and
conditions of the transactions contemplated by the Purchase Agreement and the
issuance of the Shares, and concerning any of the documents identified above,
and to obtain such additional further information from the Company and S&FA as
he or she has deemed necessary to verify the accuracy of the information
contained in the documents identified above or any other information furnished
to the Stockholders.
(j) Each Stockholder has been advised that, as of the date hereof, he
or she may be deemed to be an "affiliate" of S&FA, as the term "affiliate" is
used in and for purposes of Accounting Series Releases 130 and 135, as amended,
of the Commission.
12
(k) Each Stockholder understands that the representations, warranties
and covenants set forth herein will be relied upon by S&FA, other stockholders
of S&FA, the Company, the stockholders of the Company and their respective
counsel and accounting firms.
(l) Each Stockholder hereby represents and warrants that he or she has
not sold, exchanged, transferred, pledged, disposed or otherwise reduced his or
her risk relative to any shares of S&FA common stock owned by him or her during
the 30 day period preceding the date hereof.
15. Miscellaneous.
-------------
(a) All covenants and agreements contained in this Agreement by or on
behalf of any of the parties hereto shall bind and inure to the benefit of the
respective successors and assigns of the parties hereto (including without
limitation transferees of any Shares, provided, that such transferee executes a
counterpart signature page to this Agreement), whether so expressed or not.
(b) All notices and other communications which by any provision of
this Agreement are required or permitted to be given shall be given in writing
and shall be (a) mailed by first-class or express mail, postage prepaid, (b)
sent by telex, telegram, telecopy or other form of rapid transmission, confirmed
by mailing (by first class or express mail, postage prepaid) written
confirmation at substantially the same time as such rapid transmission, or (c)
personally delivered to the receiving party (which if other than an individual
shall be an officer or other responsible party of the receiving party). All such
notices and communications shall be mailed, sent or delivered as follows:
if to the Company, at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇., Chief Financial Officer, with
a copy to ▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
▇▇.;
if to any other party hereto, at the address of such party set
forth on the signature page hereto, with a copy to ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, Attn:
▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇., Esq.;
if to any subsequent Stockholder of Shares, to it at such address
as may have been furnished to the Company in writing by such
Stockholder;
or, in any case, at such other address or addresses as shall have been furnished
in writing to the Company (in the case of a Stockholder) or to the Stockholders
(in the case of the Company) in accordance with the provisions of this
paragraph. Notices shall be deemed duly delivered three business days after
being sent by first class mail, postage prepaid, or one business day after being
sent via a reputable nationwide express mail service. Notices delivered via any
other means shall be deemed duly delivered upon actual receipt by the individual
for whom such notice is intended.
13
Any notice delivered to a party hereunder shall be sent simultaneously, by the
same means, to such party's counsel as set forth above.
(c) This Agreement shall be governed by and construed in accordance
with the laws of the Commonwealth of Massachusetts.
(d) This Agreement may be amended or modified, and provisions hereof
may be waived, with the written consent of the Company and the holders of at
least a majority of the outstanding Shares.
(e) This Agreement may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
(f) If any provision of this Agreement shall be held to be illegal,
invalid or unenforceable, such illegality, invalidity or unenforceability shall
attach only to such provision and shall not in any manner affect or render
illegal, invalid or unenforceable any other provision of this Agreement, and
this Agreement shall be carried out as if any such illegal, invalid or
unenforceable provision were not contained herein.
14
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the day and year first above written.
PAREXEL INTERNATIONAL CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
----------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------
Title: V.P. and CFO
--------------------------
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
/s/ ▇▇▇▇▇▇ Tag
---------------------------------
▇▇▇▇▇▇ Tag
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇
S&FA OF ALEXANDRIA PARTNERSHIP
By:/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇ as General Partner
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ as General Partner
[You must complete pages 15-16 of this Agreement]
15
Principal Residence Address:
----------------------------
Note: Non-principal residence addresses and post office boxes cannot be
accepted.
-----------------------------------------------
(Number and Street)
-----------------------------------------------
(City, State) (Zip Code)
-----------------------------------------------
(Residence Telephone)
Mailing Address (if different from above):
-----------------------------------------------
-----------------------------------------------
(Number and Street)
-----------------------------------------------
(City, State) (Zip Code)
Citizenship: USA
------------------------------------------------
Social Security or Taxpayer I.D. No.:
------------
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If the Stockholder is a natural person and is an accredited investor
described by category 12 or 13 (or both) set forth on the attached EXHIBIT C,
please check this box. [ ]
If the Stockholder has not checked the box above, please check this box if
at least one of the categories set forth on the attached EXHIBIT C describes
you. [ ]
22
Exhibit A
to Registration Rights Agreement
--------------------------------
TAKEDOWN REQUEST
The undersigned Stockholder intends to offer and sell to the public Shares
of PAREXEL International Corporation registered under a certain Registration
Statement on Form S-3, File No. 333-_______.
----------------------------------------------------------------------------------------------------------------
Name, Address, Telephone
Number and Facsimile Number of Number of Proposed
Name, Address, Telephone Number Agent, Broker-Dealer or Number of Shares to be Date
and Facsimile Number of Stockholder Underwriter Shares Owned Sold of Sale*
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
* MUST BE AT LEAST FIVE (5) BUSINESS DAYS AFTER THE DATE HEREOF.
Other Information:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
The undersigned Stockholder agrees to provide all information and materials
and to take all actions as may be required in order for PAREXEL International
Corporation to comply with all applicable securities laws.
------------------------
Signature of Stockholder
------------------------
Print Name
------------------------
Date
ALL TAKEDOWN REQUESTS SHOULD BE FORWARDED BY FACSIMILE TO:
▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, LLP
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
ATTN: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
PHONE: (▇▇▇) ▇▇▇-▇▇▇▇
FACSIMILE: (▇▇▇) ▇▇▇-▇▇▇▇
AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO A PROPOSED SALE
23
Exhibit B
to Registration Rights Agreement
--------------------------------
NOTIFICATION OF SALE
The undersigned Stockholder sold to the public Shares of PAREXEL
International Corporation registered under a certain Registration Statement on
Form S-3, File No. 333-_______, as follows.
----------------------------------------------------------------------------------------------------------------
Name, Address, Telephone
Number and Facsimile Number of Number of Proposed
Name, Address, Telephone Number Agent, Broker-Dealer or Number of Shares to be Date
and Facsimile Number of Stockholder Underwriter Shares Owned Sold of Sale*
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
Other Information:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
------------------------
Signature of Stockholder
------------------------
Print Name
------------------------
Date
ALL TAKEDOWN REQUESTS SHOULD BE FORWARDED BY FACSIMILE TO:
▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, LLP
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
ATTN: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
PHONE: (▇▇▇) ▇▇▇-▇▇▇▇
FACSIMILE: (▇▇▇) ▇▇▇-▇▇▇▇
WITHIN 24 HOURS FOLLOWING A SALE
24
Exhibit C
to Registration Rights Agreement
--------------------------------
1. A bank (as defined in Section 3(a)(2) of the Securities Act) or a
savings and loan association or other institution (as defined in Section
3(a)(5)(A) of the Securities Act), whether acting in regard to this investment
in its individual or a fiduciary capacity.
2. A broker or dealer registered pursuant to Section 15 of the Securities
Exchange Act of 1934.
3. An insurance company (as defined in Section 2(13) of the Securities
Act).
4. An investment company registered under the Investment Company Act.
5. A business development company (as defined in Section 2(a)(48) of the
Investment Company Act).
6. A Small Business Investment Company licensed by the U.S. Small Business
Administration under Section 301(c) or (d) of the Small Business Investment Act
of 1958.
7. A plan established and maintained by a state, its political
subdivisions, or any agency or instrumentality of a state or its political
subdivisions, for the benefit of its employees, if the plan has total assets in
excess of $5,000,000.
8. An employee benefit plan within the meaning of Title I of the Employee
Retirement Income Security Act of 1974 (an "ERISA Plan") whose decision to
purchase the Interest was made by a plan fiduciary (as defined in Section 3(21)
of ERISA), which is either a bank, savings and loan association, insurance
company or registered investment adviser.
9. An ERISA Plan with total assets in excess of $5,000,000 or, if a
self-directed ERISA Plan, with investment decisions made solely by persons that
are "accredited investors."
10. A private business development company (as defined in Section
202(a)(22) of the Investment Advisers Act of 1940).
11. An organization described in Section 501(c)(3) of the Internal Revenue
Code of 1986, as amended, corporation, Massachusetts or similar business trust
or partnership, not formed for the specific purpose of acquiring the Interest,
with total assets in excess of $5,000,000.
12. A natural person whose net worth (either individually or jointly with
such person's spouse) at the time of the Closing exceeds $1,000,000.
13. A natural person who had an individual income in excess of $200,000 or
joint income with such person's spouse in excess of $300,000 in each of the last
two calendar years and who reasonably expects to reach the same income level in
the current calendar year.
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14. A trust, with total assets in excess of $5,000,000, not formed for the
specific purpose of acquiring the Interest, whose purchase of the Interest is
directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the
Securities Act.
15. An entity in which all of the equity owners fit into at least one of
the categories listed under paragraphs 1-14 above.
