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EXHIBIT 4.3
REGISTRATION RIGHTS AGREEMENT
AGREEMENT dated as of February 28, 1997 among PAREXEL International
Corporation, a Massachusetts corporation (the "COMPANY") and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
and ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ as Trustee of the ▇▇▇▇▇▇ ▇. ▇▇▇▇ Revocable Trust u/d/t
Dated June 29, 1994 (collectively, the "STOCKHOLDER").
W I T N E S S E T H :
WHEREAS, pursuant to the Agreement and Plan of Reorganization and Merger
dated as of the date hereof (the "MERGER AGREEMENT") among the Company, Rescon
Acquisition Corporation, a Massachusetts corporation ("SUB"), Rescon, Inc., a
Virginia corporation ("RESCON") and the other parties named therein, Sub will be
merged with and into Rescon and Rescon will become a wholly-owned subsidiary of
the Company;
WHEREAS, in connection therewith, the Stockholder will receive
unregistered shares of Common Stock of the Company (the "SHARES"); and
WHEREAS, the Company and the Stockholder 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 Stockholder on even date herewith pursuant to the Merger Agreement.
"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 10.
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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. COMPLIANCE WITH SECURITIES LAWS. The Stockholder represents
and warrants that he:
(a) has paid no brokerage or similar commissions in
connection with the acquisition of the Shares.
(b) is acquiring such Shares solely for his own account.
(c) has provided such information as may reasonably have
been requested by the Company in order for the Company or its counsel to
evaluate the availability of an exemption under the Securities Act for the
issuance of the Shares to the Stockholder.
3. SECURITIES ACT MATTERS. The 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. The Stockholder recognizes and acknowledges that
such claims of exemption are based, in part, upon the Stockholder's
representations contained in this Agreement. The 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. The 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 the 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. The 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.
4. RESTRICTIVE LEGEND. Each certificate representing Shares
shall, except as otherwise provided in this Section 4 or in Section 5, 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
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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.
5. NOTICE OF PROPOSED TRANSFER. Prior to any proposed transfer of any
Shares, the Stockholder shall give written notice to the Company of his
intention to effect such transfer. Prior to any registration statement described
in Section 6 or Section 7 becoming 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 notice. Each certificate for Shares
transferred as above provided shall bear the legend set forth in Section 4,
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.
6. REQUIRED REGISTRATION. The Company agrees to use commercially
reasonable efforts to (i) cause a registration statement on Form S-3 or any
successor from thereto under the Securities Act relating to the resale of up to
an aggregate of fifty percent (50%) of the Shares to be filed no later than the
90th day following the Closing Date (as defined in the Merger Agreement); and
(ii) cause such registration statement to become effective as soon as
practicable after the Pooling Restricted Period (as defined below) and
thereafter remain effective until the earlier of (A) two years after the Closing
Date (as defined in the Merger Agreement) 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 any 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 Rescon (the "POOLING RESTRICTED
PERIOD"), and the Company may suspend sales in accordance with Section 9 at any
time under any registration statement immediately upon notice to the Stockholder
at his last known address, for any of the reasons and for the time periods set
forth in Section 9.
7. REQUESTED REGISTRATION. At any time following twelve months after
the Closing Date, the Stockholder may request in writing that the Company file a
registration statement on Form S-3 or any successor thereto relating to the
resale of the remainder of the Shares then held by the Stockholder. Provided
that the Company is a registrant entitled to use Form S-3 or any successor
thereto to register such Shares, upon receipt of such notice the Company shall
use
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commercially reasonable efforts to promptly register under the Securities Act on
Form S-3 or any successor thereto, for public sale in accordance with the method
of disposition specified in such notice, the remainder of the Shares then held
by the Stockholder and not covered by the registration statement referenced in
Section 6 hereof. The Company will use commercially reasonable efforts to cause
such registration statement to remain effective until the earlier of (i) two
years after the Closing Date or (ii) the sale of all Shares covered thereby.
Anything to the contrary herein notwithstanding, the Company may suspend sales
in accordance with Section 9 at any time under any registration statement
immediately upon notice to the Stockholder at his last known address, for any of
the reasons and for the time periods set forth in Section 9.
8. REGISTRATION PROCEDURES. If and whenever the Company is
required by the provisions of Sections 6 or 7 to use commercially reasonable
efforts to effect the registration of any Shares under the Securities Act, the
Company will, as expeditiously as possible:
(a) prepare and file with the Commission such amendments and
supplements to the applicable registration statement, and the prospectus used in
connection therewith, as may be necessary to comply with the Securities Act;
(b) furnish to the Stockholder such number of copies of the
relevant registration statement and each amendment and supplement thereto (in
each case including exhibits) and the prospectus included therein (including
each preliminary prospectus) as he reasonably may request in order to facilitate
the public sale or other disposition of the Shares covered by such registration
statement;
(c) register or qualify the Shares covered by the applicable
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 applicable registration
statement subject to quotation on the Nasdaq National Market; and
(e) promptly notify the Stockholder (at his last known
address) (i) of the effective date of the applicable registration statement and
the date when any post-effective amendment to such 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 such
registration statement, or (iii) of the end of any suspension under Section 9.
9. SUSPENSION.
(a) The rights of the Stockholder to resell the Shares
pursuant to this Agreement and the applicable registration statement may be
suspended by the Company on the occurrence of any of the following events:
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(i) the Company has made a determination to
conduct a public offering;
(ii) the Company is about to make a disclosure of
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, the disclosure of which would
not be in the interests of the Company or its stockholders 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 9(a)(i), to a period of
thirty (30) days, beginning on the day that notice of a suspension is given to
the Stockholder 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 9(a)(ii), to a period of
three (3) business days;
(iii) under Section 9(a)(iii) or 9(a)(iv), if the
activity is a prospective acquisition by the Company, to a period beginning when
the notice of suspension is given to the Stockholder and ending on the earlier
of: (A) the closing 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; and
(iv) under Section 9(a)(iii) or 9(a)(iv), for any
reason other than a prospective acquisition by the Company, to a period
beginning when the notice of suspension is given to the Stockholder and ending
on the earlier of: (A) the disclosure of the activity, or (B) the reason is no
longer operative (provided, however, that the Company shall not avail itself of
the suspension rights contained in Section 9(a)(iv) more than once in every six
(6) month period commencing on the date of effectiveness of the Registration
Statement).
10. EXPENSES. All expenses incurred by the Company in complying with
Sections 6 and 7, 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, are called "REGISTRATION EXPENSES". All underwriting discounts (if
any) and selling commissions applicable to the sale of the Shares covered by any
registration statement, as well as all professional service fees incurred by the
Stockholder, are called "SELLING EXPENSES".
All Selling Expenses shall be borne by the Stockholder. The Company
will pay all Registration Expenses in connection with the preparation and filing
of each registration statement. The Company shall not be obligated to pay any
Registration Expenses in connection with the preparation and filing of any
registration statement if such registration statement is withdrawn, delayed or
abandoned for any reason by the Stockholder.
11. INDEMNIFICATION AND CONTRIBUTION.
(a) In connection with the registration of the Shares under
the Securities Act pursuant to Section 6 or Section 7, the Company will
indemnify and hold harmless the Stockholder, each underwriter of such Shares
thereunder and each other person, if any, who controls such underwriter within
the meaning of the Securities Act, against any losses, claims, damages or
liabilities, joint or several, to which such Stockholder, underwriter 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 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 6 or Section 7, 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 the
Stockholder, each such underwriter 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 if any
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 by the Stockholder,
any such underwriter or any such controlling person.
(b) In connection with the registration of the Shares under
the Securities Act pursuant to Section 6 or Section 7, the Stockholder 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, each director of the Company, each
underwriter and each person who controls any underwriter within the meaning of
the Securities Act, against all losses, claims, damages or liabilities, joint or
several, to which the Company or such officer, director, underwriter or
controlling person may become subject under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions
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in respect thereof) arise out of or are based upon (i) the failure of the
Stockholder to comply with the provisions of Section 14 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, director,
underwriter and 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 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 the Stockholder,
furnished by or for 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 11 and shall only
relieve it from any liability which it may have to such indemnified party under
this Section 11 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 11 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) the Stockholder exercises rights
under this Agreement and makes a claim for indemnification pursuant to this
Section 11 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 case notwithstanding the fact that this Section 11 provides for
indemnification in such case, or (ii) contribution under the Securities Act may
be required on the part of the Stockholder in circumstances for which
indemnification is provided under this Section 11; then, and in each
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such case, the Company and the 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 the Stockholder, on the other hand; PROVIDED, HOWEVER, that,
in any such case, no person or entity guilty of fraudulent misrepresentation
(within the meaning of Section 10(f) of the Securities Act) will be entitled to
contribution from any person or entity who was not guilty of such fraudulent
misrepresentation.
(e) The indemnities provided in this Section 11 shall
survive the transfer of any Shares by the Stockholder.
12. REPORTS UNDER SECURITIES EXCHANGE ACT OF 1934. With a view to
making available to the Stockholder the benefits of Rule 144 promulgated under
the Securities Act and any other rule or regulation thereunder that may at any
time permit the 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 the 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 the 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.
13. 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 adjustment shall be made in
the provisions hereof so that the rights and privileges granted hereby shall
continue with respect to the Shares as so changed.
14. STOCKHOLDER'S CONDUCT. With respect to any sale of Shares
covered by a registration statement, the Stockholder understands and agrees as
follows:
(a) The Stockholder will carefully review the information
concerning him contained in any registration statement and will promptly notify
the Company if such information is not complete and accurate in all respects,
including having properly disclosed any
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position, office or other material relationship within the past three years with
the Company or its affiliates;
(b) The Stockholder agrees to sell Shares only in the manner
set forth in (i) the applicable registration statement (or in compliance with
Section 5 hereof), (ii) the Affiliate Agreement (as defined in the Merger
Agreement) and (iii) Section 15;
(c) The 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 any registration statement
remains effective;
(d) The 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) The Stockholder agrees to comply with the prospectus
delivery requirements of the Exchange Act;
(f) The Stockholder agrees to promptly notify the Company of
any and all planned sales and completed sales of Shares; and
(g) The Stockholder agrees to suspend sales during the periods
when sales are to be suspended pursuant to Section 9.
(h) In connection with the registration of the Shares, the
Stockholder will furnish to the Company in writing such information requested by
the Company with respect to himself and the proposed distribution by him as
shall be necessary in order to assure compliance with federal and applicable
state securities laws.
(i) The Stockholder hereby agrees that he will not sell,
exchange, transfer, pledge, dispose or otherwise reduce his or her risk relative
to any Shares owned by him 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 Rescon. 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 this Agreement.
15. SELLING PROCEDURES.
(a) The Stockholder will notify the Company of his intention
to sell Shares under any 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 9 is necessary or appropriate. If the Company
does not notify the Stockholder of a suspension pursuant to Section 9, the
Stockholder may conclude the proposed sale, on the proposed date of sale,
strictly in accordance with the Takedown Request.
(b) The Stockholder will notify the Company of each sale under
any 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 4 from the Shares so sold.
16. REPRESENTATIONS AND COVENANTS. The Stockholder hereby
represents and warrants to the Company as follows:
(a) THE STOCKHOLDER UNDERSTANDS THAT HIS INVESTMENT IN THE
SHARES INVOLVES RISK.
(b) THE STOCKHOLDER HAS CONSULTED HIS OWN ATTORNEY, ACCOUNTANT
OR INVESTMENT ADVISOR WITH RESPECT TO THE INVESTMENT CONTEMPLATED HEREBY AND ITS
SUITABILITY FOR THE STOCKHOLDER. ANY SPECIFIC ACKNOWLEDGMENT SET FORTH BELOW
WITH RESPECT TO ANY STATEMENT OR INFORMATION FURNISHED TO THE STOCKHOLDER SHALL
NOT BE DEEMED TO LIMIT THE GENERALITY OF THIS REPRESENTATION AND WARRANTY.
(c) The Stockholder understands that he 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;
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that the Stockholder is purchasing the Shares with no present view toward resale
or other distribution thereof; and that the 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 Merger
Agreement and this Agreement and any regulations under the Securities Act and
applicable state securities laws.
(d) The Stockholder has adequate means of providing for his
current needs and personal contingencies and has no need for liquidity in
connection with this investment in the Shares.
(e) The Stockholder has reviewed the representations and
warranties of the Company set forth in the Merger Agreement, as well as the
information provided to the Stockholder by the Company pursuant to Section 5.07
of the Merger 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.
(f) The Stockholder received an offer concerning the Shares
and first learned of this investment in the state or other jurisdiction listed
in the 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.
(g) The Stockholder hereby acknowledges receipt of the
documents described in Section 5.07 of the Merger Agreement, which documents
each Stockholder has reviewed. The Stockholder further acknowledges and warrants
that, prior to the execution of this Agreement, he has had the opportunity to
ask questions and receive answers from the Company and Rescon concerning the
terms and conditions of the transactions contemplated by the Merger 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
Rescon as he has deemed necessary to verify the accuracy of the information
contained in the documents identified above or any other information furnished
to the Stockholder.
(h) The Stockholder has been advised that, as of the date
hereof, he may be deemed to be an "affiliate" of Rescon, as the term "affiliate"
is used in and for purposes of Accounting Series Releases 130 and 135, as
amended, of the Commission.
(i) The Stockholder understands that the representations,
warranties and covenants set forth herein will be relied upon by Rescon, the
Company, the stockholders of the Company and their respective counsel and
accounting firms.
(j) The Stockholder hereby represents and warrants that he has
not sold, exchanged, transferred, pledged, disposed or otherwise reduced his or
her risk relative to any shares of Rescon common stock owned by him during the
30 day period preceding the date hereof.
17. MISCELLANEOUS.
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(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, to:
PAREXEL International Corporation
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
Senior Vice President and Chief Financial Officer
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, LLP
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
13
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if to the Stockholder, to:
▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
with a copy to:
▇▇▇▇▇ ▇▇▇▇
Michaels, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, ▇.▇.
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
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 Stockholder
(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. 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
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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: Senior Vice President/Chief Financial Officer
---------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇ REVOCABLE TRUST u/d/t
DATED JUNE 29, 1994
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
------------------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
----------------------------------------------
Title: Trustee
---------------------------------------------
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
----------------------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
[You MUST complete pages 15-16 of this Agreement]
