Exhibit 2.2
ANNEX B
AMENDED AND RESTATED DECLARATION OF REGISTRATION RIGHTS
EXHIBIT B TO AMENDED AND RESTATED SHARE PURCHASE AGREEMENT
AMENDED AND RESTATED DECLARATION OF REGISTRATION RIGHTS
This Amended and Restated Declaration of Registration Rights ("Declaration")
is made as of March 30, 1999 by CBT Group PLC, a public limited company
organized under the laws of Ireland ("CBT" or the "Company") in connection with
an Amended and Restated Share Purchase Agreement (the "Share Purchase
Agreement") of even date herewith among the Company, Knowledge Well Group
Limited and Knowledge Well Limited, two private companies formed under the laws
of Ireland (collectively "KnowledgeWell"), and the shareholders of
KnowledgeWell ("Shareholders"). The Share Purchase Agreement provides for the
acquisition of all of the ordinary shares in the capital of KnowledgeWell by
the Company (the transaction hereinafter referred to as the "Share Exchange").
This Declaration amends and restates that certain declaration made as of
November 30, 1998 (the "Prior Declaration") by CBT. All rights and obligations
under the Prior Declaration are terminated in their entirety and superseded and
governed by this Declaration.
1. Definitions. As used in this Declaration:
(a) "CBT ADSs" means American Depositary Shares of CBT, each
representing one CBT Ordinary Share.
(b) "Exchange Act" means the United States Securities Exchange Act of
1934, as amended.
(c) "Form S-3" means such form under the Securities Act as in effect on
the date hereof or any registration form under the Securities Act
subsequently adopted by the SEC which similarly permits inclusion or
incorporation of substantial information by reference to other documents
filed by the Company with the SEC.
(d) "Registrable Securities" means the CBT Ordinary Shares (or
restricted CBT ADSs) issued to Shareholders pursuant to the Share Purchase
Agreement, including all CBT ADSs into which such CBT Ordinary Shares may
be converted, together with all other CBT Ordinary Shares issued in respect
thereof (by way of stock split, dividend or otherwise).
(e) "SEC" means the United States Securities and Exchange Commission.
(f) "Securities Act" means the United States Securities Act of 1933, as
amended.
Capitalized terms not otherwise defined herein have the meanings given to
them in the Share Purchase Agreement.
2. Registration. CBT shall use its reasonable best efforts to cause the
Registrable Securities issued pursuant to the transactions contemplated by the
Share Purchase Agreement to be registered under the Securities Act so as to
permit the resale thereof, and in connection therewith shall prepare and file
with the SEC within thirty (30) days following the closing of the Share
Exchange and shall use its reasonable best efforts to cause to become effective
a registration statement on Form S-3 or on such other form as is then available
under the Securities Act covering the Registrable Securities; provided,
however, that Shareholders shall provide CBT with all such information as may
be necessary under the Securities Act with respect to ownership of the
Registrable Securities for use in connection with any such registration
statement or prospectus. Such provision of information is a condition precedent
to the obligations of CBT pursuant to this Declaration. CBT shall not be
required to effect more than one (1) registration under this Declaration. The
offering made pursuant to such registration shall not be underwritten.
3. Postponement of Registration. Notwithstanding Section 2 above, CBT shall
be entitled to postpone filing the registration statement pursuant to Section 2
for a reasonable period of time, but not in excess of forty-five (45) calendar
days after the applicable deadline, if the board of directors of CBT, acting in
good faith, determines that there exists material nonpublic information about
CBT which the board of directors does not wish to disclose in a registration
statement but which information would otherwise be required by the Securities
Act to be disclosed in the registration statement.
4. Obligations of CBT.
(a) Subject to the limitations of Sections 2 and 3 above and Section 10
below, CBT shall (i) prepare and file with the SEC the registration
statement in accordance with Section 2 hereof with respect to the
Registrable Securities and shall use its reasonable best efforts to cause
such registration statement to become effective as promptly as practicable
after filing and to keep such registration statement effective until the
second anniversary of the closing of the Share Exchange; (ii) prepare and
file with the SEC such amendments and supplements to such registration
statement and the prospectus used in connection therewith as may be
necessary, and to comply with the provisions of the Securities Act with
respect to the sale or other disposition of all securities proposed to be
registered in such registration statement until the second anniversary of
the closing of the Share Exchange; (iii) furnish to Shareholders such
number of copies of any prospectus (including any preliminary prospectus
and any amended or supplemented prospectus) in conformity with the
requirements of the Securities Act, and such other documents, as
Shareholders may reasonably request in order to effect the offering and
sale of the shares of the Registrable Securities to be offered and sold,
but only while CBT shall be required under the provisions hereof to cause
the registration statement to remain current; and (iv) use its reasonable
best efforts to register or qualify the shares of the Registrable
Securities covered by such registration statement under the securities or
blue sky laws of such jurisdictions as Shareholders shall reasonably
request (provided that CBT shall not be required in connection therewith or
as a condition thereto to qualify to do business or to file a general
consent to service of process in any such jurisdiction where it has not
been qualified).
(b) CBT shall notify Shareholders (i) when a prospectus or any
prospectus supplement or post-effective amendment has been filed, and, with
respect to the registration statement or any post-effective amendment, when
the same has become effective; (ii) of any request by the SEC or any other
federal or state governmental authority during the period of effectiveness
of the registration statement for amendments or supplements to the
registration statement or related prospectus or for additional information
relating to the registration statement; (iii) of the issuance by the SEC or
any other federal or state governmental authority of any stop order
suspending the effectiveness of the registration statement or the
initiation of any proceedings for that purpose; (iv) of the receipt by CBT
of any notification with respect to the suspension of the qualification or
exemption from qualification of any of the Registrable Securities for sale
in any jurisdiction or the initiation or threatening of any proceeding for
such purpose; or (v) of the happening of any event which makes any
statement made in the registration statement or related prospectus or any
document incorporated or deemed to be incorporated therein by reference
untrue in any material respect or which requires the making of any changes
in the registration statement or prospectus so that, in the case of the
registration statement, it will not contain any untrue statement of a
material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein not misleading, and
that in the case of the prospectus, it will not contain any untrue
statement of a material fact or omit to state any material fact necessary
to make the statements therein, in the light of the circumstances under
which they were made, not misleading. CBT may, upon the happening of any
event (A) of the kind described in clauses (ii), (iii), (iv), or (v) hereof
or, (B) that, in the judgment of CBT's board of directors, renders it
advisable to suspend use of the prospectus for no more than ninety (90)
days in the aggregate in any twelve (12) month period of time due to
pending corporate developments, public filings with the SEC or similar
events, suspend use of the prospectus on written notice to Shareholders, in
which case Shareholders shall discontinue disposition of Registrable
Securities covered by the registration statement or prospectus until copies
of a supplemented or amended prospectus are distributed to Shareholders or
until Shareholders are advised in writing by CBT that the use of the
applicable prospectus may be resumed. CBT shall use its reasonable best
efforts to ensure that the use of the prospectus may be resumed as soon as
practicable. CBT shall use its reasonable best efforts to obtain the
withdrawal of any order suspending the effectiveness of the registration
statement, or the lifting of any suspension of the qualification (or
exemption from qualification) of any of the Registrable Securities for sale
in any jurisdiction, at the earliest practicable moment. CBT shall,
promptly following the occurrence of any event contemplated by clause (v),
prepare a supplement or post-effective amendment to the registration
statement or a supplement to the related prospectus or any document
incorporated therein by reference or
file any other required document so that, as thereafter delivered to the
purchasers of the Registrable Securities being sold thereunder, such
prospectus will not contain an untrue statement of a material fact or omit
to state a material fact necessary to make the statements therein, in light
of the circumstances under which they were made, not misleading.
(c) In connection with any offering of Registrable Securities registered
pursuant to this Declaration, CBT shall (x) furnish Shareholders, at CBT's
expense, with un-legended certificates representing ownership of the
Registrable Securities being sold in such denominations as Shareholders
shall request and (y) instruct the transfer agent and registrar of the
Registrable Securities to release any stop transfer orders with respect to
the Registrable Securities being sold.
5. Availability of Form S-3. CBT represents that if Form S-3 (or a successor
form) is not available for use by CBT, CBT shall use its reasonable best
efforts to satisfy the requirements of Form S-3 at the earliest possible time.
CBT further represents that it believes it is currently eligible to utilize
Form S-3 and currently believes that there is no material nonpublic information
which would preclude it from filing a registration statement on Form S-3.
6. Expenses. CBT shall pay all of the out-of-pocket expenses incurred in
connection with any registration of Registrable Securities pursuant to this
Declaration, including all SEC, NASD and blue sky registration and filing fees,
printing expenses, transfer agents' and registrars' fees, and the reasonable
fees and disbursements of CBT's outside counsel and independent accountants.
Notwithstanding the foregoing, Shareholders shall pay any and all brokerage
fees, applicable transfer taxes, if any (including stamp transfer taxes imposed
by Irish law) and depositary fees, if any, in connection with the deposit of
the Registrable Securities, if applicable, and the subsequent sale by
Shareholders of the Registrable Securities.
7. Additional Obligations of CBT; Reports under the Exchange Act. CBT agrees
to:
(a) use its reasonable best efforts to file with the SEC in a timely
manner all reports and other documents required of CBT under the Securities
Act and the Exchange Act; and
(b) furnish to Shareholders forthwith upon request (i) a written
statement by CBT that it has complied with the reporting requirements of
the Securities Act and the Exchange Act, or that it qualifies as a
registrant whose securities may be resold pursuant to Form S-3 (at any time
after it so qualifies), (ii) a copy of the most recent annual or quarterly
report of CBT and (iii) such other information as may be reasonably
requested in availing Shareholders of any rule or regulation of the SEC
which permits the selling of any Registrable Securities pursuant to Form S-
3.
8. Assignment of Registration Rights. The rights, duties and obligations of
CBT pursuant to this Declaration may not be assigned. The rights, duties and
obligations of Shareholders pursuant to this Declaration may not be assigned or
transferred except (x) by will or the laws of descent and distribution, or (y)
to a family member of a Shareholder, or a trust of which a family member is the
beneficiary; provided however, in the event of an assignment or transfer
pursuant to clauses (i), or (ii), such assignee or transferee gives CBT notice
that he, she or it is an assignee or transferee of Registrable Securities under
this Section 8, provides CBT with his, her or its name and address and the
number of Registrable Securities acquired, and agrees to be bound as a
Shareholder by all of the terms of this Declaration. Nothing herein shall be
construed to modify Shareholders' obligations under the Affiliate's Agreement
signed by Shareholders pursuant to the Share Purchase Agreement.
9. Amendment of Registration Rights. The registration rights granted
hereunder may only be amended by a written amendment signed by Shareholders
holding a majority of the Registrable Securities and CBT.
10. Termination. The registration rights set forth in this Declaration shall
terminate with respect to Shareholders (and the shares held by Shareholders
shall cease to constitute Registrable Securities) upon the earlier of (i) such
time as all of the Registrable Securities then held by Shareholders can be sold
by Shareholders in a three (3) month period in accordance with Rule 144 under
the Securities Act and (ii) the second anniversary of the closing of the Share
Exchange.
11. Obligations of Shareholders. By exercising any rights hereunder, a
Shareholder shall be deemed to assume all obligations hereunder as though such
Shareholder was a signatory hereto.
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IN WITNESS WHEREOF, CBT has executed this Declaration as of the date first
above written.
CBT GROUP PLC
By: _________________________________
Name: _______________________________
Title: ______________________________