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Exhibit 99.2
[Excerpted from Reorganization Agreement dated as of August 28, 1997 between
Aspen Technology, Inc., The SAST Corporation Limited, Special Analysis and
Simulation Technology Limited, S.A.S.T. Process Limited,
Special Analysis and Computing Services Limited, SAST, Inc. and
Founders of The SAST Corporation Limited]
5.9. REGISTRATION OF EXCHANGED SHARES.
(a) HOLDERS AND INITIAL HOLDERS. The rights to registration of shares under
this section are for the Founders, and any of their respective (i) successors-
in-interest, (ii) family members, trusts wholly or principally for the benefit
of family members and affiliates to whom a Founder or its successor-in-interest
transfers any of the Registrable Securities (as defined in paragraph (b) of
this section) initially issued to such Founder and (iii) any other person or
persons to whom a Founder transfers all or substantially all of the Registrable
Securities initially issued to such Founder, which family member, trust,
affiliate or person described in clause (ii) or (iii) is registered on the
books of AspenTech (together with the Founders, such successors-in-interest,
family members, trusts, affiliates and other persons are hereinafter sometimes
referred to as the "Holders").
(b) SECURITIES SUBJECT TO THIS SECTION. The securities entitled to the
benefits of this section are the Exchanged Shares and any other securities
issued by AspenTech in exchange for any of the Exchanged Shares (collectively
the "Registrable Securities") but, with respect to any particular Registrable
Security, only so long as it continues to be a Registrable Security. Registrable
Securities shall include any securities issued as a dividend or distribution on
account of Registrable Securities or resulting from a subdivision of the
outstanding shares of Registrable Securities into a greater number of shares (by
reclassification, stock split or otherwise). For the purposes of this Agreement,
a security that was at one time a Registrable Security shall cease to be a
Registrable Security when (i) such security has been effectively registered
under the Securities Act and has been disposed of pursuant to such registration
statement, (ii) such security is or can be distributed to the public pursuant to
Rule 144 (or any similar provision then in force) under the Securities Act,
(iii) such security has been otherwise transferred and (A) AspenTech has
delivered a new certificate or other evidence of ownership not bearing the
legend set forth on the Exchanged Shares upon the initial issuance thereof (or
other legend of similar import) and (B) in the opinion of counsel to AspenTech,
the subsequent disposition of such security shall not require the registration
or qualification under the Securities Act or (C) such security has ceased to be
outstanding.
(c) SHELF REGISTRATION. AspenTech agrees that it shall cause to be filed a
registration statement (the "Shelf Registration") on Form S-3 or any other
appropriate form under the Securities Act for an offering to be made on a
delayed or continuous basis pursuant to Rule 415 thereunder or any similar rule
that may be adopted by the Securities and Exchange Commission (the "Commission")
and permitting sales in ordinary course brokerage or dealer transactions not
involving an underwritten public offering (and shall register or qualify the
shares to be sold in such offering under such other securities or "blue sky"
laws as would reasonably be required) covering the entire issue of Registrable
Securities and such other shares of Aspen Common as may be included pursuant to
registration rights of other holders of Aspen Common. AspenTech shall use its
best efforts to (i) cause the Shelf Registration to be declared effective by the
Commission on, or as soon as practicable after, the date on which AspenTech
first publishes financial results covering at least thirty days of
post-acquisition combined operations of AspenTech and the SAST Companies and
(ii) keep the Shelf Registration continuously effective (and register or qualify
the shares to be sold in such offering under such other securities or "blue sky"
laws as would be required for a period
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(the "Shelf Registration Period") of ninety (90) days after the date on which
the Shelf Registration is declared effective by the Commission (or such shorter
period that will terminate when all Registrable Securities covered by the Shelf
Registration have been sold). AspenTech agrees, if necessary, to supplement or
make amendments to the Shelf Registration, if required by the registration form
used by AspenTech for the Shelf Registration or by the instructions applicable
to such registration form or by the Securities Act or the rules or regulations
thereunder.
(d) PIGGYBACK REGISTRATION, At any time prior to the first anniversary of
the date hereof, whenever AspenTech proposes to file a registration statement
under the Securities Act with respect to a public offering of Aspen Common for
cash sale by AspenTech for its own account or by any of AspenTech's
securityholders, AspenTech shall give written notice (the "Offering Notice") of
such proposed filing to each of the Holders at least thirty days before the
anticipated filing date. Such Offering Notice shall offer all such Holders the
opportunity to register such number of Registrable Securities as each such
Holder may request in writing, which request for registration (each, a
"Piggyback Registration") must be received by AspenTech within fifteen days
after the Offering Notice is given. AspenTech shall use all reasonable efforts
to cause the managing underwriter or underwriters of a proposed underwritten
offering to permit the holders of the Registrable Securities requested to be
included in the registration for such offering to include such Registrable
Securities in such offering on the same terms and conditions as the shares of
Aspen Common included therein. Notwithstanding the foregoing, if the managing
underwriter or underwriters of a proposed underwritten offering advise AspenTech
in writing that in its or their opinion the number of Registrable Securities
proposed to be sold in such offering exceeds the number of Registrable
Securities that can be sold in such offering without adversely affecting the
market for Aspen Common, AspenTech will not be required to include in such
registration the number of Registrable Securities, if any, to be offered for the
accounts of Holders or, in AspenTech's discretion, it may include such
Registrable Securities of Holders but such Registrable Securities, shall be
reduced pro rata on the basis of the relative number of any Registrable
Securities requested by each such Holder to be included in such registration to
the extent necessary to reduce the total number of Registrable Securities to be
included in such offering to the number recommended by such managing underwriter
or underwriters.
(e) EXPENSES. AspenTech shall pay all expenses incident to its performance
of or compliance with this Section 5.9, regardless of whether such registration
becomes effective, including (i) all Commission, stock exchange or market
registration and filing fees, (ii) all fees and expenses incurred in complying
with securities or "blue sky" laws (including reasonable fees and disbursements
of counsel in connection with "blue sky" qualifications of the Registrable
Securities), (iii) all printing, messenger and delivery expenses, (iv) all fees
and disbursements of AspenTech's independent public accountants and counsel and
(v) all fees and expenses of any special experts retained by AspenTech in
connection with any registration pursuant to the terms of this Agreement;
provided, however, that the Holders shall be liable for (A) any fees or
commissions of brokers, dealers or underwriters, (B) any transfer taxes and
(C) any fees or expenses of consultants, financial advisors, counsel and other
professionals acting on behalf of the Holders in connection with any
registration pursuant to the terms of this Agreement.
[For purposes of the foregoing Section 5.9, the following terms have the
indicated meanings:
"Aspen Common" means Aspen common stock, $.10 par value.
"AspenTech" means Aspen Technology, Inc.
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"Exchanged Shares" means the shares of Aspen Common exchanged for the previously
outstanding shares of common stock of the SAST Companies.
"SAST Companies" means The SAST Corporation Limited and all its majority-owned
subsidiaries.
"Securities Act" means the Securities Act of 1933, as amended.]
