Exhibit 2(b)
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT, dated as of October 2, 2000 (this
"Agreement"), is made by and between AON CORPORATION, a Delaware corporation
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(the "Company"), and XXXXX X. HENNEESSY (the "Representative") for the benefit
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of the persons listed on Schedule I (collectively, the "Stockholders" and
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individually a "Stockholder").
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W I T N E S S E T H:
WHEREAS, the Company has acquired 100% of the issued and outstanding
capital stock of ASA Acquisition Corp., Inc., a New Jersey corporation ("ASA
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Acquisition") effected through the merger (the "Merger") of a wholly-owned
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subsidiary of the Company ("Merger Subsidiary") with and into ASA Acquisition,
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with ASA Acquisition being the surviving corporation in the Merger, pursuant to
the terms and conditions set forth in an Agreement and Plan of Merger dated as
of August 22, 2000 (the "Merger Agreement") by and among the Company, Merger
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Subsidiary and ASA Acquisition;
WHEREAS, pursuant to the terms and subject to the conditions set forth in
the Merger Agreement, each share of common stock of ASA Acquisition shall be
converted into the right to receive shares of common stock, $1.00 par value per
share, of Parent (the "Common Stock") in accordance with Section 4.1 of the
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Merger Agreement (the "Merger Shares");
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WHEREAS, pursuant to the Merger Agreement and in connection with the
Merger, the Company has agreed to undertake to register the Merger Shares and
the Contingent Merger Shares (as defined below) under the Securities Act of
1933, as amended, and the rules and regulations thereunder (collectively, the
"Securities Act"), in accordance with, and subject to, the terms hereof; and
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WHEREAS, the Representative has been appointed by each Stockholder to act
as its representative with respect to certain matters relating to this
Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Stockholders
hereby agree as follows:
1. Definitions. As used in this Agreement, the following terms have the
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following meanings:
(a) "Closing Date" means the date the Merger and the other
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transactions contemplated by the Merger Agreement are consummated in accordance
with the terms thereof.
(b) "Commission" means the United States Securities and Exchange
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Commission, or any other federal agency at the time administering the Securities
Act and the Exchange Act.
(c) "Contingent Merger Shares" means the additional shares of Common
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Stock issuable by the Company pursuant to Section 4.5 of the Merger Agreement.
(d) The term "Holder" means, initially a Stockholder, and thereafter,
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any person who at a given time is the holder of record of any Registrable
Securities so long as such person holds such Registrable Securities as a result
of transfers or assignments in compliance with Section 9 hereof.
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(e) "Initial Registration Statement" means the Registration Statement
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referred to in Section 2(a) hereof.
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(f) "Register," "Registered" and "Registration" refer to a
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registration effected by preparing and filing a Registration Statement or
Statements in compliance with the Securities Act, and the declaration or
ordering of effectiveness of such Registration Statement by the Commission.
(g) "Registrable Securities" means the (i) the Merger Shares, (ii) the
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Contingent Merger Shares, and (iii) any Common Stock of the Company issued in
respect of the Merger Shares or the Contingent Merger Shares (as a result of
stock splits, stock dividends, reclassifications, recapitalizations, or similar
events); provided, however, that shares that are Registrable Shares shall cease
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to be Registrable Shares (A) upon a transfer by a Stockholder in a transaction
in which its registration rights under this Agreement are not assigned pursuant
to Section 9 of this Agreement, or (B) upon any sale of such shares pursuant to
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a Registration Statement or Rule 144 under the Securities Act.
(h) "Registration Statement" means a registration statement of the
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Company under the Securities Act (except a form exclusively for the sale or
distribution of securities in connection with an employee stock option or other
compensatory plan or for use exclusively in connection with a business
combination), the prospectus contained therein and all amendments and
supplements to such Registration Statement, including post-effective amendments,
all exhibits and all material incorporated by reference in such Registration
Statement.
2. Mandatory Registration.
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(a) The Company shall prepare and, as soon as practicable but in no
event later than thirty (30) days after the Closing Date, file with the
Commission an Initial Registration Statement on Form S-3, covering the resale of
all of the Registrable Securities pursuant to an offering to be made on a
continuous basis under Rule 415 of the Securities Act. In the event that Form
S-3 is unavailable for such a registration, the Company shall use such other
form as is available for such a registration. The Initial Registration
Statement prepared pursuant hereto shall register the resale of the Merger
Shares and the Contingent Merger Shares issued in connection with the Merger.
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(b) To the extent following the Merger the Company issues any
Contingent Merger Shares pursuant to Section 4.5 of the Merger Agreement and
such Contingent Merger Shares are not able to be registered on the Initial
Registration Statement, the Company shall, within ten (10) days after the date
such Contingent Merger Shares are so issued file with the Commission an
additional Registration Statement on Form S-3, or such other appropriate form,
to register such Contingent Merger Shares.
(c) The Company shall at all times use its best efforts to file each
required Registration Statement or amendment to a Registration Statement as soon
as possible after the date the Company becomes obligated to file such
Registration Statement or amendment, as the case may be, and to cause each such
Registration Statement or amendment to become effective as soon as possible
thereafter. No securities of the Company other than the Registrable Securities
shall be included in the Initial Registration Statement (or any related
Registration Statement).
(d) The Company shall use its best efforts to keep the Registration
Statement (and each other related Registration Statement) effective at all times
until such date as is the earliest of (i) the date on which all of the
Registrable Securities have been sold, and (ii) the date which is two years
following the later of (A) the date on which the Registration Statement was
declared effective and (B) the date of issuance of the Contingent Merger Shares
(the "Registration Period").
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(e) The Company represents and warrants that it meets all of the
registrant requirements for the use of Form S-3, and the Company agrees and
covenants that it shall file all reports required to be filed by the Company
with the Commission in a timely manner, and shall take such other actions as may
be necessary to maintain such eligibility for the use of Form S-3 at all times
during the Registration Period.
3. Obligations of the Company. In connection with the registration of the
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Registrable Securities, the Company shall do each of the following:
(a) Prepare and file with the Commission the Registration Statements
required by Section 2 of this Agreement and such amendments (including post-
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effective amendments) and supplements to the Registration Statement and the
prospectuses used in connection with the Registration Statement, each in such
form as to which the Holders and their counsel identified to the Company (the
"Holders' Counsel") shall not have reasonably objected, as may be necessary to
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keep the Registration Statements effective at all times during the Registration
Period, and, during the Registration Period, comply with the provisions of the
Securities Act until such time as all of such Registrable Securities have been
disposed of in accordance with the intended methods of disposition by the
Holders as set forth in the Registration Statement;
(b) Furnish to the Holders and the Holders' Counsel, promptly after
the same is prepared and publicly distributed, filed with the Commission, or
received by the Company, a copy of each Registration Statement, each preliminary
prospectus, each final prospectus and all amendments and supplements thereto,
and such other documents as the Holders (acting through Holders' Counsel) may
reasonably request in order to facilitate the disposition of their Registrable
Securities;
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(c) Furnish to the Holders' Counsel copies of any correspondence
between the Company and the Commission with respect to any Registration
Statement or amendment or supplement thereto filed pursuant to this Agreement;
(d) Use its best efforts to (i) register and qualify the Registrable
Securities covered by the Registration Statement under such other securities or
blue sky laws of such jurisdictions as the Holders (acting through Holders'
Counsel) may reasonably request, (ii) prepare and file in those jurisdictions
such amendments (including post-effective amendments) and supplements to such
registrations and qualifications as may be necessary to maintain the
effectiveness thereof at all times during the Registration Period, (iii) take
such other actions as may be necessary to maintain such registrations and
qualifications in effect at all times during the Registration Period, and (iv)
take all other actions necessary or advisable to qualify the Registrable
Securities for sale in such jurisdictions, provided, that in connection
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therewith, the Company shall not be required to qualify as a foreign corporation
or to file a general consent to the service of process in any jurisdiction;
(e) Use its best efforts to list the Registrable Securities on the New
York Stock Exchange or such other stock exchange as the Company's securities are
then listed, and file any filings required by the New York Stock Exchange or
such other stock exchange necessary to so list the Registrable Securities and to
maintain the listing of the Company's securities thereon;
(f) As promptly as practicable after becoming aware of such event,
notify each Holder who holds Registrable Securities being sold of the occurrence
of any event of which the Company has knowledge, as a result of which the
prospectus included in the Registration Statement, as then in effect, includes
an untrue statement of a material fact or omits to state a material fact
required to be stated therein in order to make the statements therein, in light
of the circumstances under which they were made, not misleading, and to use its
best efforts to promptly prepare a supplement or amendment to each Registration
Statement or other appropriate filing with the Commission to correct such untrue
statement of omission, and to deliver a number of copies of such supplement or
amendment to the Holders as the Holders (acting through Holders' Counsel) may
reasonably request;
(g) As promptly as practicable after becoming aware of such event
described in Section 3(f) above, notify each Holder who holds Registrable
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Securities being sold (or, in the event of an underwritten offering, the
managing underwriters) of the issuance by the Commission of any stop order or
other suspension of the effectiveness of the Registration Statement at the
earliest possible time, and to use its best efforts to promptly obtain the
withdrawal of such stop order or other suspension of effectiveness; and
(h) Within [three (3)] business days after a Registration Statement
which includes Registrable Securities is ordered effective by the Commission,
the Company shall deliver, and shall cause legal counsel selected by the Company
to deliver, to the transfer agent for the Registrable Securities (with copies to
the Holder's Counsel) an appropriate instruction and opinion of such counsel
which will allow the Registrable Securities to be sold without restriction or
delay.
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4. Obligations of the Holders. In connection with the registration of the
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Registrable Securities, each Holders shall have the following obligations:
(a) At the written request of the Company not later than fifteen (15)
business days prior to the anticipated filing date, furnish to the Company such
information regarding such Holder, the Registrable Securities held by such
Holder, and the intended method of disposition of the Registrable Securities
held by such Holder, as shall be reasonably required to effect the Registration
of such Registrable Securities, and the Holders shall execute such documents in
connection with such registration as the Company may reasonably request. The
Company shall notify the Holders' Counsel of the information the Company
requires from each Holder to be included in the Registration Statement. If the
Company has given proper notice under the first sentence of this Section 4(a)
and within two (2) business days of the anticipated filing date of the
Registration Statement the Company has not received the requested information
from a Holder (a "Non-Responsive Holder"), then the Company may file the
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Registration Statement without including the Registrable Securities of such Non-
Responsive Holder.
(b) Each Holder, by its acceptance of the Registrable Securities,
agrees to cooperate with the Company as reasonably requested by the Company in
connection with the preparation and filing of any Registration Statement
hereunder; and
(c) Each Holder agrees that, upon receipt of any notice from the
Company of the happening of any event of the kind described in Section 3(f) or
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3(g) above, it will immediately discontinue disposition of its Registrable
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Securities pursuant to the Registration Statement covering such Registrable
Securities until such copies of the supplemented or amended prospectus
contemplated by Section 3(f) or 3(g) shall be furnished to the Holders.
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5. Expenses of Registration. The Company will pay all Registration
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Expenses (as defined below) of all registrations under this Agreement. For
purposes of this Section, the term "Registration Expenses" shall mean all
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expenses incurred by the Company in complying with this Agreement, including,
without limitation, all registration and filing fees, exchange listing fees,
printing expenses, fees and disbursements of counsel for the Company and the
reasonable fees and expenses of one (1) counsel selected by the selling Holders
to represent the selling Holders, state Blue Sky fees and expenses, the expense
of any special or annual audits incident to or required by any such registration
and any internal expenses of the Company, but excluding the fees and expenses of
selling Holders' own counsel (other than the counsel selected to represent all
selling Holders).
6. Indemnification. In the event of any registration of any of the
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Registrable Shares under the Securities Act pursuant to this Agreement:
(a) (i) The Company will indemnify and hold harmless (A) each
Holder, and (B) each officer, director, shareholder, member, employee, successor
and assignee of any Holder and each person, if any, who controls (collectively,
the "Affiliates") any Holder within the meaning of the Securities Act or the
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Exchange Act of 1934, as amended (the "Exchange Act"), (each, an "Indemnified
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Person"), against any losses, claims, damages, amount paid in settlement or
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compromise with the prior written consent of the
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Company (such consent not to be unreasonably withheld, delayed or conditioned),
liabilities, judgements, fines, fees, interest, penalties or expenses (including
reasonable fees and expenses of attorneys) (joint or several) incurred
(collectively, "Claims") to which any of them may become subject under the
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Securities Act, the Exchange Act or otherwise, insofar as such Claims (or
actions or proceedings, whether commenced or threatened, in respect thereof)
arise out of or are based upon (i) any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement or any
post-effective amendment thereof or the omission or alleged omission to state
therein a material fact required to be stated therein or necessary in order to
make the statements therein, in light of the circumstances in which they were
made, not misleading, (ii) any untrue statement or alleged untrue statement of a
material fact contained in any preliminary prospectus if used prior to the
effective date of such Registration Statement, or contained in the final
prospectus (as amended or supplemented, if the Company files any amendment
thereof or supplement thereto with the Commission) or the omission to state
therein any material fact necessary in order to make the statements made
therein, in light of the circumstances under which they were made, not
misleading, or (iii) any violation or alleged violation by the Company of the
Securities Act, the Exchange Act, any state or foreign securities law or any
rule or regulation under the Securities Act, the Exchange Act or any state or
foreign securities law. The Company shall, subject to the provisions of Section
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6(b) below, reimburse each Holder (and each Holder's Affiliates), promptly as
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such expenses are reasonably incurred and are due and payable, for any legal and
other costs, expenses and disbursements in giving testimony or furnishing
documents in response to a subpoena or otherwise, including without limitation,
the costs, expenses and disbursements, as and when incurred, of investigating,
preparing or defending any such action, suit, proceeding or investigation
(whether or not in connection with litigation in which any Holder or the
Holder's Affiliates is a party), incurred by it in connection with the
investigation or defense of any such Claim. Notwithstanding anything to the
contrary contained herein, the indemnification agreement contained in this
Section 6(a) shall not (i) apply to any Claim arising out of or based upon a
modification which occurs in reliance upon and in conformity with information
furnished in writing to the Company by or on behalf of any Indemnified Person
expressly for use in connection with the preparation of the Registration
Statement or any such amendment thereof or supplement thereto; (ii) with respect
to any preliminary prospectus, inure to the benefit of any such person from whom
the person asserting any such Claim purchased the Registrable Securities that
are the subject thereof (or to the benefit of any person controlling such
person) if the untrue statement or omission of material fact contained in the
preliminary prospectus was corrected in the final prospectus, as then amended or
supplemented, if such final prospectus was timely made available by the Company
pursuant to Section 3(b) hereof and such person failed to deliver the final
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prospectus to the person asserting such Claim; (iii) be available to the extent
that such Claim is based upon a failure of the Holder to deliver or to cause to
be delivered the prospectus made available by the Company, if such prospectus
was timely made available by the Company pursuant to Section 3(b) hereof; or
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(iv) apply to amounts paid in settlement of any Claim if such settlement is
effected without the prior written consent of the Company, which consent shall
not be unreasonably withheld. The Company will reimburse any such Holder for any
legal or any other expenses reasonably incurred by such Holder in connection
with investigating or defending any such loss, claim, damage, liability or
action if the statement or omission was made in reliance upon and in conformity
with information furnished in writing to the Company by or on behalf of such
seller, specifically for use in connection with the preparation of such
Registration Statement,
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prospectus, amendment or supplement. Such indemnity shall remain in full force
and effect regardless of any investigation made by or on behalf of the
Indemnified Person and shall survive the transfer of the Registrable Securities
by the Holders pursuant to Section 9.
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(ii) Each Holder, severally and not jointly, will indemnify the Company and
its Affiliates against any Claims arising out of or based upon (a) any untrue
statement or alleged untrue statement of a material fact in reliance and in
conformity with information supplied in writing by or on behalf of such Holder
expressly for use in any Registration Statement or any post-effective amendment
thereof or the omission or alleged omission to state therein a material fact
required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances in which they were made, not misleading,
or (b) any untrue statement or alleged untrue statement of a material fact in
reliance and in conformity with information supplied in writing by or on behalf
of such Holder expressly for use in any preliminary prospectus if used prior to
the effective date of such Registration Statement, or contained in the final
prospectus (as amended or supplemented, if the Company files any amendment
thereof or supplement thereto with the Commission) or the omission to state
therein any material fact necessary in order to make the statements made
therein, in light of the circumstances under which they were made, not
misleading; provided, however, that the Holder shall be liable under this
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Section6(b) for only that amount of losses, claims, damages and liabilities as
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does not exceed the proceeds to such Holder as a result of the sale of
Registrable Securities pursuant to such registration. Each such Holder will
reimburse the Company for any legal or any other expenses reasonably incurred by
the Company in connection with investigating or defending any such loss, claim,
damage, liability or action if the statement or omission was made in reliance
upon and in conformity with information furnished in writing to the Company by
or on behalf of such seller, specifically for use in connection with the
preparation of such Registration Statement, prospectus, amendment or supplement.
Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of the Holder and shall survive the transfer
of the Registrable Securities by the Holders pursuant to Section 9.
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(b) Promptly after receipt by an Indemnified Person under this Section
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6 of notice of the commencement of any action (including any governmental
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action), such Indemnified Person shall, if a Claim in respect thereof is to be
made against any indemnifying party under this Section 6, deliver to the
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indemnifying party a written notice of the commencement thereof, and the
indemnifying party shall have the right to participate in, and to the extent
that the indemnifying party so desires, jointly with any other indemnifying
party similarly notified, to assume control of the defense thereof with counsel
mutually satisfactory to the indemnifying party and the Indemnified Person,
provided, however, that an Indemnified Person shall have the right to retain its
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own counsel with the reasonable fees and expenses to be paid by the indemnifying
party, if, in the reasonable opinion of counsel retained by the indemnifying
party, the representation by such counsel of the Indemnified Person and the
indemnifying party would be inappropriate due to actual or potential differing
interests between such Indemnified Person and any other party represented by
such counsel in such proceeding. In such event, the Company shall pay for only
one separate legal counsel for the Holder (other than local counsel), and such
legal counsel shall be selected by the Holder. The failure to deliver written
notice to an indemnifying party within a reasonable time after the commencement
of any such action shall not relieve such
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indemnifying party of any liability to the Indemnified Person under this
Section 6, except to the extent that the indemnifying party is materially
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prejudiced in its ability to such action. The indemnification required by this
Section 6 shall be made by periodic payments of the amount thereof during the
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course of the investigation or defense, as such expense, loss, damage or
liability is incurred and is due and payable.
(c) No indemnifying party, in the defense of any such claim or
litigation, shall, except with the consent of each Indemnified Party, consent to
entry of any judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Person of an unconditional and irrevocable release from all
liability in respect of such claim or litigation.
7. Contribution. In order to provide for just and equitable
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contribution in circumstances in which the indemnification provided for in
Section 6 is due in accordance with its terms but for any reason is held to be
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unavailable to an Indemnified Person in respect to any losses, claims, damages
and liabilities referred to herein, then the indemnifying party shall, in lieu
of indemnifying such Indemnified Person, contribute to the amount paid or
payable by such Indemnified Person as a result of such losses, claims, damages
or liabilities to which such party may be subject in proportion as is
appropriate to reflect the relative fault of the indemnifying party on the one
hand and the Indemnified Person on the other in connection with the statements
or omissions that resulted in such losses, claims, damages or liabilities, as
well as any other relevant equitable considerations. The relative fault of the
indemnifying party and the Indemnified Person shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of
material fact related to information supplied by the Indemnifying Party or the
Indemnified Person and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The Company and the Holders agree that it would not be just and equitable if
contribution pursuant to this Section 7 were determined by pro rata allocation
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or by any other method of allocation that does not take account of the equitable
considerations referred to above. Notwithstanding the provisions of this
Section 7, (a) in no case shall any one Holder be liable or responsible for any
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amount in excess of the net proceeds received by such Holder from the offering
of Registrable Shares and (b) the Company shall be liable and responsible for
any amount in excess of such proceeds; provided, however, that no person guilty
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of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution for any person who was not
guilty of such fraudulent misrepresentation. Any party entitled to contribution
will, promptly after receipt of notice of commencement of any action, suit or
proceeding against such party or parties under Section 6, notify such party or
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parties from whom such contribution may be sought, but the omission so to notify
such party or parties from contribution may be sought shall not relieve such
party from any other obligation it or they may have thereunder or otherwise
under this Section. No party shall be liable for contribution with respect to
any action, suit, proceeding or claim settled without its prior written consent,
which consent shall not be unreasonably withheld.
8. Reports Under Exchange Act. With a view to making available to the
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Holders the benefits of Rule 144 promulgated under the Securities Act or any
other similar rule or regulation of the Commission that may at any time permit
the Holders to sell
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securities of the Company to the public without registration ("Rule 144"), the
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Company agrees to:
(i) make and keep public information available, as those terms are
understood and defined in Rule 144;
(ii) file with the Commission in a timely manner all reports and other
documents required of the Company under the Securities Act and the Exchange Act;
and
(iii) furnish to each Holder so long as such Holder owns Registrable
Securities, promptly upon request, (i) a written statement by the Company that
it has complied with the reporting requirements of the Securities Act and the
Exchange Act, (ii) a copy of the most recent annual or periodic 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 to permit such Holder to
sell such securities pursuant to Rule 144 without registration.
9. Assignment of the Registration Rights. The rights to have the Company
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register Registrable Securities pursuant to this Agreement shall be
automatically assigned by a Holder to any transferee of all or any portion of
the Merger Shares or the Contingent Merger Shares held by such Holder if: (a)
the Company is furnished with written notice of (i) the name and address of such
transferee or assignee, and (ii) the securities with respect to which such
registration rights are being transferred or assigned; and (b) the transferee or
assignee agrees in writing with the Company to be bound by all of the provisions
contained herein.
10. Amendment of Registration Rights. Any provision of this Agreement may
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be amended and the observance thereof may be waived (either generally or in a
particular instance and either retroactively or prospectively), only with the
written consent of the Company and the Holders of at least fifty percent (50%)
of the Registrable Securities. Any amendment or waiver effected in accordance
with this Section 10 shall be binding upon all Holders and the Company.
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11. Stockholders' Representative. The Representative shall have
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exclusive power and authority to execute and deliver this Agreement on behalf of
the Holders and each of the Holders has authorized the Representative to execute
and deliver this Agreement on its behalf and agrees to be bound by the terms
hereof in the same manner as if such Holder was an original party hereto. The
Representative shall have such authority and power as shall be necessary to
accept and deliver on behalf of the Holders all notices, requests, demands,
claims and other communications hereunder and in connection with the
registration rights granted pursuant hereto, including, without limitation, with
respect to Claims for indemnification and contribution pursuant to Sections 6
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and 7 hereof. The Representative shall be entitled to the benefit of the
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provisions set forth in Section 11.11 of the Merger Agreement.
12. Miscellaneous.
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(a) All notices, requests, demands, claims, and other communications
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hereunder will be in writing. Any notice, request, demand, claim, or other
communication hereunder shall be deemed duly given if (and then two business
days after) it is sent by registered or certified mail, return receipt
requested, postage prepaid, and addressed to the intended recipient as set forth
below:
If to the Company: Aon Consulting
000 Xxxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx Xxxxxx, Chairman
Telecopy: (000) 000-0000
With copy to:
Aon Corporation
000 Xxxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attn: Xxxxxxx Xxxxx
Telecopy: (000) 000-0000
If to the Holders: To the Representative:
c/o Actuarial Sciences Associates, Inc.
000 Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxx Xxxxxx 00000
Attention: Xxxxx X. Xxxxxxxx
Telecopy: (000) 000-0000
Any party may send any notice, request, demand, claim, or other communication
hereunder to the intended recipient at the address set forth above using any
other means (including personal delivery, expedited courier, messenger service,
telecopy, telex, ordinary mail, or electronic mail), but no such notice,
request, demand, claim, or other communication shall be deemed to have been duly
given unless and until it actually is received by the intended recipient. Any
Party may change the address to which notices, requests, demands, claims, and
other communications hereunder are to be delivered by giving the other parties
notice in the manner herein set forth
(b) Failure of any party to exercise any right or remedy under this
Agreement or otherwise, or delay by a party in exercising such right or remedy,
shall not operate as a waiver thereof.
(c) This Agreement shall be governed by and interpreted in accordance
with the laws of the State of New York.
(d) The headings of this Agreement are for convenience of reference
and shall not form part of, or affect the interpretation of, this Agreement.
(e) If any provision of this Agreement shall be invalid or
unenforceable in any jurisdiction, such validity or unenforceability shall not
affect the validity or
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enforceability of the remainder of this Agreement or the validity or
enforceability of this Agreement in any other jurisdiction. Subject to the
provisions of Section 10 hereof, this Agreement may be amended only by an
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instrument in writing signed by the party to be charged with enforcement.
(f) This Agreement constitutes the entire agreement among the parties
hereto with respect to the subject matter hereof. This Agreement supersedes all
prior agreements and understandings among the parties hereto with respect to the
subject matter hereof.
(g) Subject to the requirements of Section 9 hereof, this Agreement
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shall inure for the benefit of and be binding upon the successors and assigns of
each of the parties hereto.
(h) This Agreement may be signed in one or more counterparts, each of
which shall be deemed an original.
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IN WITNESS WHEREOF, this Registration Rights Agreement has been duly
executed by each of the undersigned.
AON CORPORATION
/s/ Xxxxxxx X. Xxxx
By: __________________________________
Name: Xxxxxxx X. Xxxx
Title: President & Chief Executive Officer
REPRESENTATIVE
/s/ Xxxxx X. Xxxxxxxx
______________________________________
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