EXHIBIT 10.1
REGISTRATION RIGHTS AGREEMENT dated as
of June 27, 1996, between each of HOWARD E.
WILLE and CHARLES J. SNYDER, (herein referred
to collectively as the "Stockholders" and
individually as a "Stockholder"), and FACTSET
RESEARCH SYSTEMS INC. (the "Company").
The Stockholders are the beneficial owners of cer- tain
shares of Common Stock, par value $.01 per share, of the Company
(the "Common Stock"). In connection with the execution and
delivery of this Agreement, the Stockholders are selling in an
underwritten public offering a number of shares of Common Stock
(the "Initial Public Offering"). At any time and from time to
time hereafter, the Stockholders may acquire other classes of
securities or additional shares of Common Stock (all such
securities of the Company, including the Common Stock, being
included in the term the "Securities", which term has the meaning
assigned thereto in Section 8(c) hereof).
In consideration of the foregoing and in order to
specify certain provisions relating to the sale by means of
domestic or foreign public offerings of Securities owned by
the Stockholders, the parties agree as follows:
1. Registration and Listing Rights.
(a) Registration. If a Stockholder shall, at any time and
from time to time, request the Company in writing to
register under the Securities Act of 1933 (the "Act") any
Securities held by it (whether for purposes of a public
offering, an exchange offer or otherwise), the Company shall
use all reasonable efforts to cause the prompt registration
of all Securities specified in such request, and in
connection therewith shall prepare and file on such
appropriate form as the Company, in its reasonable
discretion, shall determine, a registration statement under
the Act to effect such registration and shall take such
actions as shall be necessary or appropriate, in the
Company's reasonable discretion, to have such Securities
listed or approved for trading on any securities exchange or
through any facility on which or through which Securities of
such class are already traded. If a Stockholder shall so
request, the Company will register such Securities for
offering on a delayed or continuous basis pursuant to Rule
415 (or any successor rule or rules to similar effect) under
the Act. Notwithstanding the foregoing, the Company shall be
entitled to postpone for a reasonable period of time, but
not in excess of 90 calendar days, the filing of any
registration statement otherwise required to be prepared and
filed by it under this paragraph (a) if (i) the Company
determines in good faith that the filing of such
registration statement would interfere with any pending
financing, acquisition, corporate reorganization or any
other corporate development involving the Company or any of
its subsidiaries or would require premature disclosure
thereof and (ii) the Company so notifies the requesting
Stockholder within 10 days after the Stockholder so
requests.
(b) Other Offers and Sale. If a Stockholder shall,
at any time and from time to time, request the Company in
writing to take such actions as shall be necessary or
appropriate to permit any Securities held by it to be
publicly or privately offered and sold in compliance with
the securities laws or other relevant laws or regulations of
any foreign jurisdiction, the Company shall use all reason-
able efforts to take such actions in any such foreign juris-
diction (including listing such Securities on any foreign
securities exchange on which such listing is requested by
the Stockholder and on which Securities of the same class
are already traded) and shall otherwise cooperate in a
timely manner in such offering. Any request under this
paragraph (b) may be made separately or in conjunction with
any request under paragraph (a). Notwithstanding the fore-
going, the Company shall be entitled to postpone for a
reasonable period of time, but not in excess of 90 calendar
days, the taking of any actions otherwise required under
this paragraph (b) if (i) the Company determines in good
faith that the filing of such registration statement would
interfere with any pending financing, acquisition, corporate
reorganization or any other corporate development involving
the Company or any of its subsidiaries or would require
premature disclosure thereof and (ii) the Company so
notifies the requesting Stockholder within 10 days after the
Stockholder so requests.
(c) Written Notice. Any request by a Stockholder
pursuant to paragraph (a) or (b) of this Section 1 shall (i)
specify the number and class of shares or the principal
amount, as the case may be, of Securities which the Stock-
holder intends to offer and sell, (ii) express the intention
of the Stockholder to offer or cause the offering of such
Securities, (iii) describe the nature or method of the
proposed offer and sale thereof and state whether such offer
shall be made domestically or abroad, or both, and, if
abroad, the country or countries in which such offer shall
be made, (iv) specify any securities exchange or trading
facility on which or through which the Stockholder requests
that such Securities be listed or approved for trading, (v)
contain the undertaking of the Stockholder to provide all
such information regarding its holdings and the proposed
manner of distribution thereof as may be required in order
to permit the Company to comply with all applicable laws and
regulations, foreign or domestic, and all requirements of
the Securities and Exchange Commission (the "SEC"), any
other applicable United States or foreign regulatory or self
regulatory body and any other body having jurisdiction and
any securities exchange or trading facility on which or
through which the Securities are to be listed or traded and
to obtain acceleration of the effective date of any regis-
tration statement filed in connection therewith and (vi) in
the case of an underwritten public offering made
domestically or abroad, or both, specify the managing under-
writer or underwriters of such Securities, which shall be
selected by the requesting Stockholder.
(d) Condition to Exercise of Rights. The obliga-
tions of the Company under paragraphs (a) and (b) of this
Section 1 shall be subject to the limitations that the
Company shall not be obligated to register, take other
specified actions with respect to, or cooperate in the
offering of, Securities upon the request of a Stockholder,
(i) more than twice in any 12-month period and (ii) unless,
in the case of a class of equity Securities, the number of
shares specified in such request pursuant to Section 1(c)(i)
shall be greater than 3% of the total number of shares of
such class at the time issued and outstanding (provided that
a stockholder owing less than 3% of the total number of
shares of a class outstanding may request the registration
of all shares the held by such stockholder), or, in the case
of a class of debt Securities, the principal amount
specified in such request pursuant to Section 1(c)(i) shall
be at least $1,000,000. Notwithstanding the foregoing, the
failure of a Stockholder to own the minimum number or per-
cent or principal amount of Securities referred to in the
preceding sentence at any time shall not affect the ability
of the Stockholder to exercise its rights under this Agree-
ment at any subsequent time when the Stockholder again owns
such minimum number or percent or principal amount.
(e) Incidental Registration. If the Company shall,
at any time and from time to time after the Initial Public
Offering, propose an underwritten offering for cash of any
Securities, whether pursuant to a registration state- ment
under the Act or otherwise, the Company shall give written
notice as promptly as practicable of such proposed
registration or offering to the Stockholders and shall use
its best efforts to include in such offering and, if such
offering is pursuant to a registration statement under the
Act, in such registration, any of the same class of such
Securities held by a Stockholder as a Stockholder shall re-
quest within 20 calendar days after the giving of such
notice, upon the same terms (including the method of distri-
bution) as such offering; provided, however, that (i) the
Company shall not be required to give such notice or include
any such Securities in any offering pursuant to a registra-
tion statement filed on Form S-8 or Form S-4 (or such other
form or forms as shall be prescribed under the Act for the
same purposes as such forms) or any registration statement
for a dividend reinvestment or employee stock purchase plan
and (ii) the Company may at any time prior to the
effectiveness of any such registration statement or
commencement of any such offering not pursuant to a
registration statement, in its sole discretion and without
the consent of Stockholders, abandon the proposed offering
in which a Stockholder had requested to participate.
Notwithstanding the foregoing, the Company shall not be
obligated to include such Securities in such offering if the
Company is advised in writing by its managing underwriter or
underwriters (with a copy to each requesting Stockholder
within 5 days after the delivery of any such request
pursuant to this paragraph (e) that such offering would in
its or their opinion be materially adversely affected by
such inclusion; provided, however, that the Company shall in
any case be obligated to include such number or amount of
Securities in such offering as such managing underwriter or
underwriters shall determine will not materially adversely
affect such offering.
2. Covenants of the Company. In connection with
any offering of Securities pursuant to this Agreement, the
Company shall:
(a) furnish to a Stockholder such number of copies
of any prospectus (including any preliminary prospectus),
registration statement, offering memorandum or other
offering document (including any exhibits thereto or docu-
ments referred to therein) as a Stockholder may reasonably
request and a copy of any and all transmittal letters or
other correspondence with the SEC or any other governmental
agency or self-regulatory body or other body having juris-
diction (including any securities exchange or trading facil-
ity) relating to such offering of Securities;
(b) take such reasonable action as may be neces-
sary to qualify such Securities for offer and sale under the
securities, "blue sky" or other similar laws of such juris-
dictions (including any foreign country or political subdi-
vision thereof) as a Stockholder or any underwriter shall
request;
(c) enter into an underwriting agreement (or
equivalent document in any foreign jurisdiction) containing
representations, warranties, indemnities, contribution
provisions and agreements then customarily included by an
issuer in underwriting agreements (or such equivalent docu-
ments) in the form customarily used by the lead underwriter
with respect to secondary distributions;
(d) furnish unlegended certificates representing
ownership of the Securities being sold in such denominations
as shall be requested by a Stockholder or the lead under-
writer;
(e) in the case of any offering of equity Secu-
rities, instruct the transfer agent and registrar to release
any stop transfer orders with respect to the equity Securi-
ties being sold;
(f) promptly inform each requesting Stockholder
(i) in the case of any domestic offering of Securities in
respect of which a registration statement is filed under the
Act, of the date on which such registration statement or any
post-effective amendment thereto becomes effective (and, in
the case of an offering abroad of Securities, of the date
when any required filing under the securities and other laws
of such foreign jurisdictions shall have been made and when
the offering may be commenced in accordance with such laws)
and (ii) of any request by the SEC, any securities exchange,
government agency, self-regulatory body or other body having
jurisdiction for any amendment of or supplement to any
registration statement or preliminary prospectus or prospec-
tus included therein or any offering memorandum or other
offering document relating to such offering;
(g) upon any registration statement becoming
effective pursuant to any registration under the Act pursu-
ant to this Agreement, file any necessary amendments or
supplements to such registration statement and otherwise use
its best efforts to keep such registration statement current
for such period as a Stockholder shall request;
(h) take such reasonable actions as may be
necessary to have such Securities listed on or traded
through any securities exchange or trading facility on which
or through which a Stockholder shall request such listing or
approval pursuant to the notice delivered by the Stockholder
under Section 1(c) hereof;
(i) promptly notify each requesting Stockholder of
the happening of any event as a result of which any
registration statement or any preliminary prospectus or
prospectus included therein or any offering memorandum or
other offering document includes an untrue statement of a
material fact or omits to state any material fact required
to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances
then existing, and prepare and furnish to such Stockholders
as many copies of a supplement to or amendment of such
offering document which shall correct such untrue statement
or eliminate such omission, as such Stockholders shall
reasonably request;
(j) appoint a trustee or fiscal agent (in the case
of debt Securities) and any transfer agent, registrar,
depositary, authentication agent or other agent as may be
reasonably requested by a Stockholder; and
(k) take such other actions and execute and
deliver such other documents as may be necessary or reason-
ably requested by a Stockholder in order to give full effect
to the rights of the Stockholder under this Agreement.
3. Expenses. (a) In connection with the first
three exercises by a Stockholder of his rights under Section
1(a) or (b), the Company shall pay all expenses incurred in
complying with Section 1(a) or (b) hereof, including,
without limitation, all registration and filing fees
(including all expenses incident to any filing with the
National Association of Securities Dealers, Inc. or listing
on or approval for trading through any securities exchange
or trading facility), fees and expenses of complying with
securities and "blue sky" laws (including those of counsel
retained to effect such compliance), printing expenses and
any stamp, duty or transfer tax (collectively, "Registration
Expenses"). In connection with each subsequent exercise by a
Stockholder of his rights under Section 1(a) or (b), the
Company and the Stockholder shall each pay one-half of the
Registration Expenses. Notwithstanding the foregoing, (i) a
Stockholder shall pay all underwriting discounts and commis-
sions, (ii) the Company shall pay (x) the fees and disburse-
ments of its independent public accountants (including any
such fees and expenses incurred in performing any special
audits required in connection with any such offering and
incurred in connection with the preparation of pro forma
financial statements and comfort letters for any such offer-
ing), (y) transfer agents', trustees', fiscal agents',
depositories' and registrars' fees and the fees of any other
agent appointed in connection with such offering and (z) all
security engraving and printing expenses and (iii) each
party shall pay the fees and expenses of its counsel.
(b) All expenses incurred in complying with
Section 1(e) hereof, including, without limitation, any
Registration Expenses, shall be paid by the Company, except
that (i) a Stockholder shall pay all underwriting discounts,
commissions and expenses specifically attributable to the
inclusion in the offering under said Section 1(e) of the
Securities being sold by such Stockholder and (ii) each
party shall pay the fees and expenses of its counsel.
4. Indemnification. (a) Company Indemnity. In
the case of any offering or sale of Securities covered by
this Agreement, the Company shall indemnify and hold harm-
less the Stockholders, and each person affiliated with or
retained by the Stockholders and who may be subject to lia-
bility under any applicable foreign securities laws, against
any and all losses, claims, damages or liabilities to which
they or any of them may become subject under the Act or any
other statute or common law of the United States of America
or any other country or political subdivision thereof, or
otherwise, including any amount paid in settlement of any
litigation commenced or threatened (including any amounts
paid pursuant to or in settlement of claims made under the
indemnification or contribution provisions of any underwrit-
ing or similar agreement entered into by the Stockholders in
connection with any offering or sale of Securities covered
by this Agreement), and shall promptly reimburse them, as
and when incurred, for any legal or other expenses incurred
by them in connection with investigating any claims and
defending any actions, insofar as any such losses, claims,
damages, liabilities or actions shall arise out of or shall
be based upon any untrue statement or alleged untrue state-
ment of a material fact contained in the registration state-
ment (or in any preliminary or final prospectus included
therein) or in any offering memorandum or other offering
document relating to the offering and sale of such Securi-
ties, or 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 or any violation
or alleged violation by the Company of the Act, any "blue
sky" laws, securities laws or other applicable laws of any
jurisdiction relating to any actual or alleged action or
inaction required of the Company in connection with such
offering; provided, however, that the indemnification agree-
ment contained in this Section 4 shall not apply to such
losses, claims, damages, liabilities or actions to the
extent that such losses, claims, damages, liabilities or
actions shall arise out of or shall be based upon any such
untrue statement or alleged untrue statement, or any such
omission shall have been made in reliance upon and in con-
formity with information jointly identified in writing by
the Company and a Stockholder as concerning such Stockholder
and its security holdings in the Company and so identified
for use in connection with the preparation of the
registration statement or any preliminary prospectus or
prospectus contained in the registration statement, any
offering memorandum or other offering document, or any
amendment thereof or supplement thereto. Notwithstanding the
foregoing, no underwriter or selling or placement agent
shall be entitled to indemnification under this Agreement if
such person shall have entered into a separate underwriting,
agency or indemnification agreement with the Company that
pertains to the same transaction.
(b) Stockholder Indemnity. In the case of each
offering or sale of Securities covered by this Agreement,
the requesting Stockholder shall, in the same manner and to
the same extent as set forth in paragraph (a) of this
Section 4, indemnify and hold harmless the Company and each
person, if any, who controls the Company within the meaning
of Section 15 of the Act, and each person affiliated with or
retained by the Company and who may be subject to liability
under any applicable foreign securities laws, its directors
and those officers of the Company who shall have signed any
registration statement, offering memorandum or other offer-
ing document with respect to any statement in or omission
from such registration statement, any preliminary prospectus
or prospectus contained in such registration statement or
from such offering memorandum or other offering document, as
amended or supplemented, if such statement or omission shall
have been made in reliance upon and in conformity with
information jointly identified in writing by the Company and
the Stockholder as concerning the Stockholder and its secu-
rity holdings in the Company and so identified for use in
connection with the preparation of such registration state-
ment, any preliminary prospectus or prospectus contained in
such registration statement, any offering memorandum or
other offering document, or any amendment thereof or supple-
ment thereto.
(c) Procedure for Indemnification. Each party
indemnified under paragraph (a) or (b) of this Section 4, or
under Section 8(f) hereof, shall, promptly after receipt of
notice of the commencement of any action against such indem-
nified party in respect of which indemnity may be sought,
notify the indemnifying party in writing of the commencement
thereof. The omission of any indemnified party so to notify
an indemnifying party of any such action shall not relieve
the indemnifying party from any liability in respect of such
action which it may have to such indemnified party on
account of the indemnity agreement contained in para-
graph (a) or (b) of this Section 4, or under Section 8(f)
hereof, except to the extent that the indemnifying party was
prejudiced by such omission, and in no event shall relieve
the indemnifying party from any other liability which it may
have to such indemnified party. In case any such action
shall be brought against any indemnified party and such
indemnified party shall notify an indemnifying party of the
commencement thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it
may wish, jointly with any other indemnifying party
similarly notified, to assume the defense thereof, with
counsel satisfactory to such indemnified party. If the
indemnifying party so assumes the defense thereof, it may
not agree to any settlement of any such action as the result
of which any remedy or relief, other than monetary damages
for which the indemnifying party shall be responsible here-
under, shall be applied to or against the indemnified party,
without the prior written consent of the indemnified party.
If the indemnifying party does not assume the defense
thereof, it shall be bound by any settlement to which the
indemnified party agrees, irrespective of whether the indem-
nifying party consents thereto. If any settlement of any
claim is effected by the indemnified party prior to com-
mencement of any action relating thereto, the indemnifying
party shall be bound thereby only if it has consented in
writing thereto. In any action hereunder, the indemnified
party shall continue to be entitled to participate in the
defense thereof, with counsel of its own choice, even if the
indemnifying party has assumed the defense thereof, and the
indemnifying party shall not be relieved of the obligation
hereunder to reimburse the indemnified party for the costs
thereof.
5. Transfer of Rights. (a) Subject to para-
graph (b) below, the rights of a Stockholder under this
Agreement with respect to any Security may be transferred to
any one or more transferee of such Security if such trans-
feree (i) is the estate or personal representative of such
Stockholder, (ii) is controlled by such Stockholder or (iii)
acquires, either individually or when aggregated with other
transferees, at least 25% of the aggregate number of shares
of any class of equity Securities held by such Stockholder
on the date the Stockholder first acquired any of such
equity Securities (which for purposes of the Common Stock
shall be the time immediately after the initial public
offering by the Company of the Common Stock) or 25% in
principal amount of any issue of debt Securities held by
such Stockholder at the date the Stockholder first acquired
any of such debt Securities. Any transfer of registration
rights pursuant to this Section 5 shall be effective only
upon receipt by the Company of written notice from the
Stockholder stating the name and address of any transferee
and identifying the Securities with respect to which the
rights under this Agreement are being transferred.
(b) The rights of a transferee under para- graph
(a) above shall be the same rights granted to a Stockholder
under this Agreement, except that (i) such transferee shall
only have the right to make one request under paragraph (a)
or (b) of Section 1, which may be a simultaneous request
under paragraphs (a) and (b), and two requests under
paragraph (e) of Section 1, (ii) all rights referred to in
the foregoing clause (i) with respect to any particular
Securities shall expire on the third anniversary of the
receipt of such Securities by the transferee and (iii) such
transferee shall be required to pay all (or in the case of a
request under Paragraph 1(e) such transferee's proportionate
share of) the stamp, duty or transfer taxes and underwriting
discounts and commissions.
6. Termination of Obligations. Section 1 of this
Agreement shall terminate and cease to be of any force and
effect in respect of a Stockholder at such time as the
Stockholder shall first cease beneficially to own any of the
outstanding Common Stock (the "Termination Date"); provided,
however, that such termination shall not affect the rights
of any transferee under Section 5 with regard to any Securi-
ties transferred prior to the Termination Date.
7. Representations and Warranties. As an
inducement to enter into this Agreement, (a) the Company
represents and warrants that:
(i) it is a corporation duly organized, val-
idly existing and in good standing under the laws
of the State of Delaware and has all requisite
corporate power to own, lease and operate its
properties, to carry on its business as presently
conducted and to carry out the transactions con-
templated by this Agreement;
(ii) it has duly and validly taken all corpo-
rate action necessary to authorize the execution,
delivery and performance of this Agreement and the
consummation of the transactions contemplated
hereby;
(iii) this Agreement has been duly executed and
delivered by it and constitutes its legal, valid
and binding obligation enforceable in accordance
with its terms (subject, as to the enforcement of
remedies, to applicable bankruptcy, reorganiza-
tion, insolvency, moratorium or other similar laws
affecting the enforcement of creditors' rights
generally from time to time in effect, and subject
to equitable limitations on the availability of
the remedy of specific performance); and
(iv) none of the execution and delivery of
this Agreement, the consummation of the transac-
tions contemplated hereby or the compliance with
any of the provisions of this Agreement will (x)
conflict with or result in a breach of any
provision of its corporate charter or by-laws, (y)
breach, violate or result in a default under any
of the terms of any agreement or other instru-
ment or obligation to which it is a party or by
which it or any of its properties or assets may be
bound, or (z) violate any order, writ, injunction,
decree, statute, rule or regulation applicable to
it or affecting any of its properties or assets;
and (b) each Stockholder represents and warrants that:
(i) this Agreement has been duly executed and
delivered by such Stockholder and constitutes a
legal, valid and binding obligation of the Stock-
holder enforceable in accordance with its terms
(subject, as to the enforcement of remedies, to
applicable bankruptcy, reorganization, insolvency,
moratorium or other similar laws affecting the
enforcement of creditors' rights generally from
time to time in effect, and subject to equitable
limitations on the availability of the remedy of
specific performance); and
(ii) none of the execution and delivery of
this Agreement, the consummation of the transac-
tions contemplated hereby or the compliance with
any of the provisions of this Agreement will (x)
breach, violate or result in a default under any
of the terms of any agreement or other instru-
ment or obligation to which such Stockholder is a
party or by which such Stockholder or such
Stockholder's properties or assets may be bound or
(y) violate any order, writ, injunction, decree,
statute, rule or regulation applicable to such
Stockholder or affecting any of its properties or
assets.
8. Certain Agreements and Definitions.
(a) Calculation of Amounts. For purposes of this
Agreement, the amount of any Securities outstanding at any
time (and the amount of any Securities then beneficially
owned by a Stockholder or any other person) shall be
calculated on the basis of the information contained in the
Company's most recent report filed with the SEC. For pur-
poses of calculating the amount of Securities outstanding at
any time (and the amount of Securities then beneficially
owned by a Stockholder or any other person) all outstanding
securities convertible into or exchangeable for such
Securities shall be deemed to have been fully converted at
such time.
(b) "person"; "affiliate". As used in this
Agreement, the term "person" shall mean any individual,
partnership, corporation, trust or other entity. As used in
this Agreement, the term "affiliate" shall mean, with
respect to any specified person, any other person that
directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control
with, such specified person.
(c) "Securities". As used in this Agreement, the
term "Securities" shall include any security of the Company
now owned or hereafter acquired by the Stockholders, whether
acquired in any transaction with the Company or another
person, in any recapitalization of the Company, as a divi-
dend or other distribution, as a result of any "split" or
"reverse split", upon conversion or exercise of another
security of the Company or any other person, or otherwise.
(d) No Legend. No Security held or to be sold by a
Stockholder shall bear any legend, nor shall the Company
cause or permit any transfer agent or registrar appointed by
the Company with respect to such Security to refuse or fail
to effect a transfer or registration with respect to such
Security, provided that the Stockholder provides to the
Company a certificate of such Stockholder in connection with
such transfer or registration to the effect that such trans-
fer or registration is not in violation of any applicable
securities or other law.
(e) Stock Books. Except as otherwise provided by
law for all holders of securities, the Company will not
close its stock books or other registries against the trans-
fer of any Security held by a Stockholder.
(f) Securities Exchange Act of 1934. The Company
shall at all times timely file such information, documents
and reports as the SEC may require or prescribe under the
Securities Exchange Act of 1934 (the "Exchange Act") and
shall provide each Stockholder with two copies of each
thereof or any other communication with or from the SEC.
The Company shall, whenever requested by a Stockholder,
notify such Stockholder in writing whether the Company has,
as of the date specified by the Stockholder, complied with
the Exchange Act reporting requirements to which it is
subject for such period to such date as shall be specified
by the Stockholder. The Company acknowledges and agrees
that one of the purposes of the requirements contained in
this Section 8(f) is to enable the Stockholders to comply
with the current public information requirements contained
in Paragraph (c) of Rule 144 under the Act (or any corre-
sponding rule hereafter in effect) should a Stockholder ever
wish to dispose of any Securities without registration under
the Act in reliance upon Rule 144. In addition, the Company
shall take such other measures and file such other informa-
tion, documents and reports as shall hereafter be required
by the SEC as a condition to the availability of Rule 144.
The Company covenants, represents and warrants that all such
information, documents and reports filed with the SEC shall
not contain any untrue statement of a material fact or fail
to state therein a material fact required to be stated
therein or necessary to make the statements contained there-
in not misleading, and the Company shall indemnify and hold
each Stockholder and each broker, dealer, underwriter or
other person acting for a Stockholder (and any controlling
person of any of the foregoing) harmless from and against
any and all claims, liabilities, losses, damages, expenses
and judgments and shall promptly reimburse them, as and when
incurred, for any legal or other expenses incurred by them
in connection with investigating any claim and defending any
actions insofar as such claims, liabilities, losses, damage
expenses and judgments arise out of or based upon any breach
of the foregoing covenants, representations or warranties.
The procedure for indemnification set forth in Section 4(c)
hereof shall apply to the indemnification provided under
this Section 8(f).
(g) Listing. Once initially listed or approved for
trading, the Company shall maintain in effect any list- ing
of Securities on any securities exchange or approved for
trading through a trading facility, shall make all filings
and take all other actions required under the rules of such
exchange or facility and any applicable agreement, shall
provide each Stockholder with two copies of each such filing
or any other communication with such exchange or facility at
the time at which such filing is made, and shall notify each
Stockholder of any proceeding or other action taken by such
exchange or facility or any other person which might have
the effect of terminating or otherwise changing the status
of such listing, forthwith upon the occurrence thereof.
Notwithstanding the foregoing, the Company shall be entitled
at any time to terminate any securities exchange listing or
approval for trading through any trading facility for the
entirety of any class of Securities.
(h) Limitation on Other Securities To Be
Registered. In case of any registration, offering or sale
contemplated by paragraph (a) or (b) of Section 1, the
Company shall not, without the consent of the requesting
Stockholder, include in such registration, offering or sale
any Securities other than those beneficially owned by such
Stockholder. In case of any registration, offering or sale
contemplated by paragraph (e) of Section 1, the Company
shall be entitled to include in such registration, offering
or sale any Securities other than those being offered by the
Company and a Stockholder, pro rata, on the basis of the
amounts of securities covered by all requests of
stockholders received by the Company. In the case of a
transferee under Section 5, the Company shall be entitled to
include in any registration, offering or sale contemplated
by Section 1, all transferees making a request under such
section and at the option of the Company other persons
making similar requests, pro rata, on the basis of the
number of shares or principal amount of securities covered
by any such request.
9. Miscellaneous. (a) Severability. If any
term, provision, covenant or restriction of this Agreement
is held by a court of competent jurisdiction to be invalid,
void, or unenforceable, the remainder of the terms, provi-
sions, covenants and restrictions set forth herein shall
remain in full force and effect and shall in no way be
affected, impaired or invalidated, and the parties hereto
shall use their best efforts to find and employ an alterna-
tive means to achieve the same or substantially the same
result as that contemplated by such term, provision, cove-
nant or restriction. It is hereby stipulated and declared 3
to be the intention of the parties that they would have
executed the remaining terms, provisions, covenants and
restrictions without including any of such which may be
hereafter declared invalid, void or unenforceable.
(b) Assignment. Except as provided otherwise in
Section 5 hereof, and except by operation of law or in
connection with the sale of all or substantially all the
assets of a party hereto, this Agreement shall not be as-
signable, in whole or in part, directly or indirectly, by
either party hereto without the prior written consent of the
other, and any attempt to assign any rights or obligations
arising under this Agreement without such consent shall be
void; provided, however, that the provisions of this Agree-
ment shall be binding upon, inure to the benefit of and be
enforceable by the Stockholders and the Company (including,
solely for purposes of Section 4 hereof, their officers and
directors) and their respective successors and permitted
assigns.
(c) Further Assurances. Subject to the specific
terms of this Agreement, each of the Stockholders and the
Company shall make, execute, acknowledge and deliver such
other instruments and documents, and take all such other
actions, as may be reasonably required in order to
effectuate the purposes of this Agreement and to consummate
the transactions contemplated hereby. Subject to the spe-
cific terms of this Agreement, each of the Stockholders and
the Company shall, in connection with entering into this
Agreement, performing its obligations hereunder and taking
any and all actions relating hereto, comply with all appli-
cable laws, regulations, orders and decrees, obtain all
required consents and approvals and make all required fil-
ings with any governmental agency, other regulatory or
administrative agency, commission or similar authority and
promptly provide the other with all such information as the
other may reasonably request in order to be able to comply
with the provisions of this sentence.
(d) Parties in Interest. Except as herein other-
wise specifically provided, nothing in this Agreement
expressed or implied is intended or shall be construed to
confer any right or benefit upon any person, firm or corpo-
ration other than the Stockholders and the Company and their
respective successors and permitted assigns.
(e) Waivers, Etc. No failure or delay on the
part of a Stockholder or the Company in exercising any power
or right hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any such right or
power, or any abandonment or discontinuance of steps to
enforce such a right or power, preclude any other or further
exercise thereof or the exercise of any other right or
power. No modification or waiver of any provision of this
Agreement nor consent to any departure by a Stockholder or
the Company therefrom shall in any event be effective unless
the same shall be in writing, and then such waiver or con-
sent shall be effective only in the specific instance and
for the specific purpose for which given.
(f) Setoff. All payments to be made by either
party under this Agreement shall be made without setoff,
counterclaim or withholding, all of which are expressly
waived.
(g) Changes of Law. If, due to any change in
applicable law or regulations or the interpretation thereof
by any court of law or other governing body having juris-
diction subsequent to the date of this Agreement, perfor-
mance of any provision of this Agreement or any transaction
contemplated hereby shall become impracticable or impossi-
ble, the parties hereto shall use their best efforts to find
and employ an alternative means to achieve the same or
substantially the same result as that contemplated by such
provision.
(h) Confidentiality. Subject to any contrary
requirement of law and the right of a party to enforce its
rights hereunder in any legal action, each party shall keep
strictly confidential and shall cause its employees and
agents to keep strictly confidential, any information which
it or any of its agents or employees may acquire pursuant
to, or in the course of performing its obligations under,
any provision of this Agreement; provided, however, that
such obligations to maintain confidentiality shall not apply
to information which (i) at the time of disclosure was in
the public domain not as a result of acts by the receiving
party or (ii) was in the possession of the receiving party
at the time of disclosure.
(i) Entire Agreement. This Agreement contains the
entire understanding of the parties with respect to the
transactions contemplated hereby.
(j) Headings. Descriptive headings are for con-
venience only and shall not control or affect the meaning or
construction of any provision of this Agreement.
(k) Counterparts. For the convenience of the
parties, any number of counterparts of this Agreement may be
executed by the parties hereto, and each such executed
counterpart shall be, and shall be deemed to be, an original
instrument.
(l) Notices. All notices, consents, requests,
instructions, approvals and other communications provided
for herein shall be validly given, made or served, if in
writing and delivered personally, by telegram or sent by
registered mail, postage prepaid, to:
he Company at: One Greenwich Plaza
Greenwich, CT 06830
the Stockholders at: One Greenwich Plaza
Greenwich, CT 06830
Attention of Mr. Howard E. Wille
or
One Greenwich Plaza
Greenwich, CT 06830
Attention of Mr. Charles J. Snyder
or to such other address as any party may, from time to
time, designate in a written notice given in a like manner.
Notice given by telegram shall be deemed delivered when
received by the recipient. Notice given by mail as set out
above shall be deemed delivered five calendar days after the
date the same is mailed.
(n) Governing Law. This Agreement shall be
governed by and construed and enforced in accordance with
the laws of the State of Connecticut applicable to contracts
made and to be performed therein.
IN WITNESS WHEREOF, the Stockholder and the
Company have duly executed this Agreement as of the day and
year first above written.
/s/ Howard E. Wille
-------------------------
HOWARD E. WILLE
/s/ Charles J. Snyder
--------------------------
CHARLES J. SNYDER
FACTSET RESEARCH SYSTEM INC.,
by
/s/ Ernest S. Wong
-------------------------
Name: Ernest S. Wong
Title: Senior Vice
President and
Chief Financial
Officer