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EXHIBIT 5.2
OPTION AGREEMENT, dated as of November 14, 1999 (the "Agreement"), by
and between DATA BROADCASTING CORPORATION, a Delaware corporation ("Issuer"),
and INTERACTIVE DATA CORPORATION, a Delaware corporation ("Grantee").
RECITALS
WHEREAS, Issuer, Detective Merger-Sub, Inc., a Delaware corporation,
Xxxxxxx Longman, Inc., a Delaware corporation and Grantee have entered into an
Agreement and Plan of Merger dated as of the date hereof (the "Merger
Agreement"; defined terms used but not defined herein have the meanings set
forth in the Merger Agreement), providing for, among other things, the merger
of Acquisition Subsidiary, Inc. with and into Grantee which shall become a
wholly-owned subsidiary of Issuer as a result thereof; and
WHEREAS, as a condition and inducement to Grantee's willingness to
enter into the Merger Agreement, Grantee has required that Issuer agree, and
Issuer has agreed, to grant Grantee the Option (as defined below).
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Grant of Option. Subject to the terms and conditions set
forth herein, Issuer hereby grants to Grantee an irrevocable option (the
"Option") to purchase up to 6,889,293.63 (as adjusted as set forth herein)
shares (the "Option Shares") of Detective Common Stock at a purchase price of
$7.65 (as adjusted as set forth herein) per Option Share (the "Purchase
Price").
2. Exercise of Option. (a) Grantee may, at any time or times,
exercise the Option, in whole or in part, subject to the provisions of Section
2(c), after the occurrence of any event as a result of which the Grantee is
entitled to receive the Termination Fee pursuant to Section 5.08 of the Merger
Agreement (a "Purchase Event"); provided, however, that (i) except as provided
in the last sentence of this Section 2(a), the Option will terminate and be of
no further force and effect upon the earliest to occur of (A) the Effective
Time, (B) 12 months after the first occurrence of a Purchase Event, and (C)
termination of the Merger Agreement in accordance with its terms prior to the
occurrence of a Purchase Event, unless, in the case of clause (C), Grantee has
the right to receive a Termination Fee following such termination upon the
occurrence of certain events, in which case the Option will not terminate until
the later of (x) 12 months following the time such Termination Fee becomes
payable and (y) the expiration of the period in which the Grantee has such
right to receive a Termination Fee, and (ii) any purchase of Option Shares upon
exercise of the Option will be subject to compliance with the HSR Act and any
applicable foreign antitrust and competiton Laws, and the obtaining or making
of any consents, approvals, orders, notifications, filings or authorizations,
the failure of which to have obtained or made would violate any law, regulation
or agreement to which Issuer is subject (the
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"Regulatory Approvals"). Notwithstanding the foregoing, (A) if all necessary
Regulatory Approvals have not been obtained prior to the termination of the
Option, such termination shall be extended to the date that is the fifth
Business Day after receipt of such Regulatory Approvals, and (B)
notwithstanding the termination of the Option, if Grantee has exercised the
Option in accordance with the terms hereof prior to the termination of the
Option, Grantee will be entitled to purchase the Option Shares and the
termination of the Option will not affect any rights hereunder.
(b) In the event that Grantee is entitled to and wishes
to exercise the Option, it will send to Issuer a written notice (an "Exercise
Notice"; the date of which being herein referred to as the "Notice Date") to
that effect which Exercise Notice also specifies the number of Option Shares,
if any, Grantee wishes to purchase pursuant to this Section 2(b), the number of
Option Shares, if any, with respect to which Grantee wishes to exercise its
Cash-Out Right (as defined herein) pursuant to Section 6(c), the denominations
of the certificate or certificates evidencing the Option Shares which Grantee
wishes to purchase pursuant to this Section 2(b) and a date (an "Option Closing
Date"), subject to the following sentence, not earlier than three Business Days
nor later than 20 Business Days from the Notice Date for the closing of such
purchase (an "Option Closing"). Any Option Closing will be at an agreed
location and time in New York, New York on the applicable Option Closing Date
or at such later date as may be necessary so as to comply with clause (ii) of
the first sentence of Section 2(a).
(c) Notwithstanding anything to the contrary contained
herein, any exercise of the Option and purchase of Option Shares shall be
subject to compliance with applicable laws and regulations, which may prohibit
the purchase of all the Option Shares specified in the Exercise Notice without
first obtaining or making certain Regulatory Approvals. In such event, if the
Option is otherwise exercisable and Grantee wishes to exercise the Option, the
Option may be exercised in accordance with Section 2(b) and Grantee shall
acquire the maximum number of Option Shares specified in the Exercise Notice
that Grantee is then permitted to acquire under the applicable laws and
regulations, and if Grantee thereafter obtains the Regulatory Approvals to
acquire the remaining balance of the Option Shares specified in the Exercise
Notice, then Grantee shall be entitled to acquire such remaining balance.
Issuer agrees to use its reasonable efforts to assist Grantee in seeking the
Regulatory Approvals. In the event (i) Grantee receives notice that a
Regulatory Approval required for the purchase of any Option Shares will not be
issued or granted or (ii) such Regulatory Approval has not been issued or
granted within six months of the date of the Exercise Notice, Grantee shall
have the right to exercise its Cash-Out Right pursuant to Section 6(c) with
respect to the Option Shares for which such Regulatory Approval will not be
issued or granted or has not been issued or granted.
3. Payment and Delivery of Certificates. (a) At any Option
Closing, Grantee will pay to Issuer in immediately available funds by wire
transfer to a bank account designated in writing by Issuer an amount equal to
the Purchase Price multiplied by the number of Option Shares to be purchased at
such Option Closing plus the amount of any transfer, stamp or other similar
taxes or charges imposed in connection therewith.
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(b) At any Option Closing, simultaneously with the
delivery of immediately available funds as provided in Section 3(a), Issuer
will deliver to Grantee a certificate or certificates representing the Option
Shares to be purchased at such Option Closing, which Option Shares will be free
and clear of all Liens, claims, charges and encumbrances of any kind
whatsoever, except pursuant to applicable federal and state securities laws. If
at the time of issuance of Option Shares pursuant to an exercise of the Option
hereunder, Issuer shall have issued any securities similar to rights under a
stockholder rights plan, then each Option Share issued pursuant to such
exercise will also represent such a corresponding right with terms
substantially the same as and at least as favorable to Grantee as are provided
under any such stockholder rights plan then in effect.
(c) Certificates for the Option Shares delivered at an
Option Closing will have typed or printed thereon a restrictive legend which
will read substantially as follows:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE
REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH
REGISTRATION IS AVAILABLE."
It is understood and agreed that (i) the reference to restrictions arising
under the Securities Act in the above legend will be removed by delivery of
substitute certificate(s) without such reference if such Option Shares have
been registered pursuant to the Securities Act, such Option Shares have been
sold in reliance on and in accordance with Rule 144 under the Securities Act or
Grantee has delivered to Issuer a copy of a letter from the staff of the SEC,
or an opinion of counsel to the effect that such legend is not required for
purposes of the Securities Act and (ii) the reference to restrictions pursuant
to this Agreement in the above legend will be removed by delivery of substitute
certificate(s) without such reference if the Option Shares evidenced by
certificate(s) containing such reference have been sold or transferred in
compliance with the provisions of this Agreement under circumstances that do
not require the retention of such reference.
4. Representations and Warranties of Issuer. Issuer hereby
represents and warrants to Grantee as follows:
(a) Incorporation and Authority of Issuer. Issuer is a
corporation duly incorporated, validly existing and in good standing under the
laws of Delaware and has all necessary corporate power and authority to enter
into this Agreement, to carry out its obligations hereunder and to consummate
the transactions contemplated hereby. The execution and delivery of this
Agreement by Issuer, the performance by Issuer of its obligations hereunder and
the consummation by Issuer of the transactions contemplated hereby have been
duly authorized by all requisite corporate action on the part of Issuer. This
Agreement has been duly executed and delivered by Issuer, and (assuming due
authorization, execution and delivery by Grantee) this
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Agreement constitutes legal, valid and binding obligations of Issuer
enforceable against Issuer in accordance with their terms.
(b) Capital Stock of Issuer. As of the date hereof, the
authorized capital stock of Issuer consists of 75,000,000 shares of common
stock, par value $.01 per share (the "Common Stock"), and 5,000,000 shares of
Preferred Stock, par value $.01 per share. As of November 10, 1999, 34,463,700
shares of Detective Common Stock are validly issued, outstanding, fully paid
and nonassessable, and have been issued in compliance with all applicable
federal and, to the knowledge of Issuer, state securities laws. 2,981,350
shares of Detective Common Stock are held as treasury stock. No other shares of
capital stock of Issuer have been issued or are outstanding. Section 4.02 of
the Detective Disclosure Schedule describes the nature, holder, exercise price
and other material terms of each outstanding Option of Detective, in each case,
as of the date hereof and as of the Closing Date. Except as disclosed in
Section 4.02 of the Detective Disclosure Schedule, there are no outstanding
Options or agreements, arrangements or understandings to issue Options with
respect to Detective and there are no preemptive rights or agreements,
arrangements or understandings to issue preemptive rights with respect to the
issuance or sale of Detective's capital stock. Issuer has taken all necessary
corporate and other action to authorize and reserve and, subject to the
expiration or termination of any required waiting period under the HSR Act and
other Regulatory Approvals that are required, to permit it to issue, and, at
all times from the date hereof until the obligation to deliver Option Shares
upon the exercise of the Option terminates, shall have reserved for issuance,
upon exercise of the Option, shares of Detective Common Stock necessary for
Grantee to exercise the Option, and Issuer will take all necessary corporate
action to authorize and reserve for issuance all additional shares of Detective
Common Stock or other securities which may be issued pursuant to Section 6 upon
exercise of the Option. The shares of Detective Common Stock to be issued upon
due exercise of the Option, including all additional shares of Detective Common
Stock or other securities which may be issuable upon exercise of the Option or
any other securities which may be issued pursuant to Section 6, upon issuance
pursuant hereto, will be duly and validly issued, fully paid and nonassessable,
and will be delivered free and clear of all Liens, claims, charges and
encumbrances of any kind or nature whatsoever, including without limitation any
preemptive rights of any stockholder of Issuer, but will be subject to
applicable securities laws.
(c) No Conflict. The execution, delivery and performance
of this Agreement by Issuer does not and will not (a) violate or conflict with
the Certificate of Incorporation, other constitutive documents or by-laws of
Issuer or any of its Subsidiaries, (b) conflict with or violate any Law or
Governmental Order applicable to Issuer or any of its Subsidiaries, or (c)
result in any breach of, or constitute a default (or event which with the
giving of notice or lapse of time, or both, would become a default) under, or
give to any Person any rights of termination, amendment, acceleration or
cancellation of, or result in the creation of any Lien on Issuer pursuant to,
any Contract, License or other material instrument to which Issuer or any of
its Subsidiaries is a party or by which Issuer or any of its Subsidiaries is
bound or affected, except, in the case of clauses (b) and (c) above, (i) for
conflicts, violations, breaches, defaults, rights of termination, amendment,
acceleration or cancellation, or Liens as would not, individually or in
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the aggregate, have a Material Adverse Effect on Issuer or (ii) for Liens
created by or through Grantee or any of its Affiliates.
5. Representations and Warranties of Grantee. Grantee hereby
represents and warrants to Issuer that:
Purchase Not for Distribution. Any Option Shares or other
securities acquired by Grantee upon exercise of the Option will not be
transferred or otherwise disposed of except in a transaction
registered, or exempt from registration, under the Securities Act.
6. Adjustment upon Changes in Capitalization, Etc. (a) In the
event of any change in Detective Common Stock by reason of a stock dividend,
split-up, merger, recapitalization, combination, exchange of shares, or similar
transaction, the type and number of shares or securities subject to the Option,
and the Purchase Price thereof, will be adjusted appropriately, and proper
provision will be made in the agreements governing such transaction, so that
Grantee will receive upon exercise of the Option the number and class of shares
or other securities or property that Grantee would have received in respect of
Detective Common Stock if the Option had been exercised immediately prior to
such event or the record date therefor, as applicable, provided that no such
adjustment shall be required in connection with the exercise of options or
similar rights under any stock option plan or benefit arrangement in effect on
the date hereof or in connection with the conversion of any convertible or
exchangeable securities outstanding on the date hereof.
(b) Without limiting the parties' relative rights and
obligations under the Merger Agreement, in the event that Issuer enters into an
agreement (i) to consolidate with or merge into any person, other than Grantee
or one of its Subsidiaries, and Issuer will not be the continuing or surviving
corporation in such consolidation or merger, (ii) to permit any Person, other
than Grantee or one of its Subsidiaries, to merge into Issuer and Issuer will
be the continuing or surviving corporation, but in connection with such merger,
the shares of Detective Common Stock outstanding immediately prior to the
consummation of such merger will be changed into or exchanged for stock or
other securities of Issuer or any other person or cash or any other property,
or the shares of Detective Common Stock outstanding immediately prior to the
consummation of such merger will, after such merger, represent less than 50% of
the outstanding voting securities of the merged company, or (iii) to sell or
otherwise transfer all or substantially all of its assets to any person, other
than Grantee or one of its Subsidiaries, then, and in each such case, the
agreement governing such transaction will make proper provision so that the
Option will, upon the consummation of any such transaction and upon the terms
and conditions set forth herein, be converted into, or exchanged for, an option
with identical terms appropriately adjusted to acquire the number and class of
shares or other securities or cash or other property that Grantee would have
received in respect of Detective Common Stock if the Option had been exercised
immediately prior to such consolidation, merger, sale, or transfer, or the
record date therefor, as applicable and make any other necessary adjustments.
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(c) If, at any time during the period commencing on a
Purchase Event and ending on the termination of the Option in accordance with
Section 2, Grantee sends to Issuer an Exercise Notice indicating Grantee's
election to exercise its right (the "Cash-Out Right") pursuant to this Section
6(c), then Issuer shall pay to Grantee, on the Option Closing Date, in exchange
for the cancellation of the Option with respect to such number of Option Shares
as Grantee specifies in the Exercise Notice, an amount in cash equal to such
number of Option Shares multiplied by the difference between (i) the average
closing price, for the 10 trading days commencing on the 12th trading day
immediately preceding the date of delivery of such Exercise Notice, per share
of Detective Common Stock as reported on The NASDAQ National Market (or, if not
listed on The NASDAQ National Market, as reported on any other national
securities exchange or national securities quotation system on which the
Detective Common Stock is listed or quoted, as reported in The Wall Street
Journal (Northeast edition), or, if not reported thereby, any other
authoritative source) (the "Closing Price") and (ii) the Purchase Price.
Notwithstanding the termination of the Option, Grantee will be entitled to
exercise its rights under this Section 6(c) if it has exercised such rights in
accordance with the terms hereof prior to the termination of the Option.
7. Profit Limitations. (a) Notwithstanding any other provision
of this Agreement, in no event shall the Total Option Profit (as defined
herein) exceed in the aggregate $3,600,000 million (such amount, the "Profit
Limit") and, if any payment to be made to Grantee otherwise would cause such
aggregate amount to be exceeded, the Grantee, at its sole election, shall
either (i) reduce the number of shares of Detective Common Stock subject to
this Option, (ii) deliver to Issuer for cancellation Option Shares previously
purchased by Grantee, (iii) pay cash to Issuer or (iv) any combination thereof,
so that the Total Option Profit shall not exceed the Profit Limit after taking
into account the foregoing actions.
(b) Notwithstanding any other provision of this
Agreement, the Option may not be exercised for a number of shares of Detective
Common Stock as would, as of the date of exercise, result in a Notional Total
Option Profit (as hereinafter defined) which would exceed in the aggregate the
Profit Limit and, if it otherwise would exceed such amount, the Grantee, at its
sole election, shall on or prior to the date of exercise either (i) reduce the
number of shares of Detective Common Stock subject to such exercise, (ii)
deliver to Issuer for cancellation Option Shares previously purchased by
Grantee, (iii) pay cash to Issuer or (iv) any combination thereof, so that the
Notional Total Option Profit shall not exceed the Profit Limit after taking
into account the foregoing actions, provided that this paragraph (b) shall not
be construed as to terminate the Option in whole or in part or to restrict any
exercise of the Option that is not prohibited hereby on any subsequent date.
(c) As used herein, the term "Total Option Profit" shall
mean the aggregate amount (before taxes) of the following: (i) any amount
received by Grantee pursuant to the Cash-Out Right, (ii)(x) the net
consideration, if any, received by Grantee pursuant to the sale of Option
Shares (or any other securities into which such Option Shares are converted or
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exchanged) to any unaffiliated party, valuing any non-cash consideration at its
fair market value (as defined below), less (y) the Exercise Price and any cash
paid by Grantee to Issuer pursuant to Section 7(a)(iii) or Section 7(b)(iii)
and (iii) the net cash amounts received by Grantee on the transfer (in
accordance with Section 12(g)) of the Option (or any portion thereof) to any
unaffiliated party.
(d) As used herein, the term "Notional Total Option
Profit" with respect to any number of shares of Option Shares as to which
Grantee may propose to exercise the Option shall be the aggregate of (i) the
Total Option Profit determined under paragraph (c) above with respect to prior
exercises and (ii) Total Option Profit with respect to such number of shares of
Detective Common Stock as to which Grantee proposes to exercise and all other
Option Shares held by Grantee and its affiliates as of such date, assuming that
all such shares were sold for cash at the closing market price for Detective
Common Stock as of the close of business on the preceding trading day (less
customary brokerage commissions or underwriting discounts).
(e) As used herein, the "fair market value" of any
non-cash consideration consisting of:
(i) securities listed on a national securities
exchange or traded on The NASDAQ National Market shall be equal to the
average closing price per share of such security as reported on such
exchange or The NASDAQ National Market for the five trading days after
the date of determination; and
(ii) consideration which is other than cash or
securities of the form specified in clause (i) above shall be
determined by a nationally recognized independent investment banking
firm mutually agreed upon by the parties within five business days of
the event requiring selection of such banking firm, provided that if
the parties are unable to agree within two business days after the
date of such event as to the investment banking firm, then the parties
shall each select one firm, and those firms shall select a third
nationally recognized independent investment banking firm, which third
firm shall make such determination.
8. Registration Rights. Issuer will, if requested by Grantee at
any time and from time to time within two years of the exercise of the Option,
as expeditiously as possible prepare and file up to three registration
statements under the Securities Act if such registration is necessary in order
to permit the sale or other disposition of any or all shares of securities that
have been acquired by or are issuable to Grantee upon exercise of the Option in
accordance with the intended method of sale or other disposition stated by
Grantee, including a "shelf" registration statement under Rule 415 under the
Securities Act or any successor provision, and Issuer will use its reasonable
efforts to qualify such shares or other securities under any applicable state
securities laws, provided that Issuer shall not be required to effect such
registration if less than 10% of the Option Shares subject to the Option will
be offered for sale pursuant thereto. Issuer will use reasonable efforts to
cause each such registration statement to
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become effective, to obtain all consents or waivers of other parties which are
required therefor, and to keep such registration statement effective for such
period not in excess of 120 calendar days from the day such registration
statement first becomes effective as may be reasonably necessary to effect such
sale or other disposition. The obligations of Issuer hereunder to file a
registration statement and to maintain its effectiveness may be suspended for
up to 120 calendar days in the aggregate if the Board of Directors of Issuer
shall have determined in good faith that the filing of such registration
statement or the maintenance of its effectiveness would require premature
disclosure of material nonpublic information that would materially and
adversely affect Issuer or otherwise interfere with or adversely affect any
pending or proposed offering of securities of Issuer or any other material
transaction involving Issuer. Any registration statement prepared and filed
under this Section 8, and any sale covered thereby, will be at Issuer's expense
except for underwriting discounts or commissions, brokers' fees and the fees
and disbursements of Grantee's counsel related thereto. Grantee will provide
all information reasonably requested by Issuer for inclusion in any
registration statement to be filed hereunder. If, during the time periods
referred to in the first sentence of this Section 8, Issuer effects a
registration under the Securities Act of Detective Common Stock for its own
account or for any other stockholders of Issuer (other than on Form S-4 or Form
S-8, or any successor form), it will allow Grantee the right to participate in
such registration, and such participation will not affect the obligation of
Issuer to effect demand registration statements for Grantee under this Section
8; provided that, if the managing underwriters of such offering advise Issuer
in writing that in their opinion the number of shares of Detective Common Stock
requested to be included in such registration exceeds the number which can be
sold in such offering, Issuer will include the shares requested to be included
therein by Grantee pro rata with the shares intended to be included therein by
Issuer or any other stockholders who may have priority as to the Issuer. In
connection with any registration pursuant to this Section 8, Issuer and Grantee
will provide each other and any underwriter of the offering with customary
representations, warranties, covenants, indemnification, and contribution in
connection with such registration.
9. Quotation. If Detective Common Stock or any other securities
to be acquired upon exercise of the Option are then approved for quotation on
The NASDAQ National Market (or any other national securities exchange or
national securities quotation system), Issuer, upon the request of Grantee,
will promptly file an application to have approved for quotation the shares of
Detective Common Stock or other securities to be acquired upon exercise of the
Option on The NASDAQ National Market (and any such other national securities
exchange or national securities quotation system) and will use reasonable
efforts to obtain approval of such quotation as promptly as practicable.
10. Loss or Mutilation. Upon receipt by Issuer of evidence
reasonably satisfactory to it of the loss, theft, destruction or mutilation of
this Agreement, and (in the case of loss, theft or destruction) of reasonably
satisfactory indemnification, and upon surrender and cancellation of this
Agreement, if mutilated, Issuer will execute and deliver a new Agreement of
like tenor and date. Any such new Agreement executed and delivered will
constitute an additional contractual
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obligation on the part of Issuer, whether or not the Agreement so lost, stolen,
destroyed, or mutilated shall at any time be enforceable by anyone.
11. Miscellaneous. (a) Expenses. Each of the parties hereto will
bear and pay all costs and expenses incurred by it or on its behalf in
connection with the transactions contemplated hereunder, including fees and
expenses of its own financial consultants, investment bankers, accountants, and
counsel.
(b) Amendment. This Agreement may not be amended, except
by an instrument in writing signed on behalf of each of the parties.
(c) Extension; Waiver. Any agreement on the part of a
party to waive any provision of this Agreement, or to extend the time for
performance, will be valid only if set forth in an instrument in writing signed
on behalf of such party. The failure of any party to this Agreement to assert
any of its rights under this Agreement or otherwise will not constitute a
waiver of such rights.
(d) Entire Agreement; No Third-Party Beneficiaries. This
Agreement, the Merger Agreement (including the documents and instruments
attached thereto as exhibits or schedules or delivered in connection
therewith), the Registration Rights Agreement, the Voting and Standstill
Agreements, the Tax Cooperation Agreement and the Confidentiality Agreement
constitute the entire agreement, and supersede all prior agreements and
understandings, both written and oral, between the parties (and their
Affiliates) with respect to the subject matter hereof and thereof.
(e) Governing Law. This Agreement will be governed by,
and construed in accordance with, the laws of the State of Delaware, regardless
of the laws that might otherwise govern under applicable principles of conflict
of laws thereof.
(f) Notices. All notices, requests, claims, demands, and
other communications under this Agreement shall be sent in the manner, with the
effect and to the addresses set forth in the Merger Agreement.
(g) Assignment. Neither this Agreement, the Option nor
any of the rights, interests, or obligations under this Agreement may be
assigned or delegated, in whole or in part, by operation of law or otherwise,
by Issuer or Grantee without the prior written consent of the other; provided,
however, that Grantee may assign all or any of its rights and obligations
hereunder to any Affiliate or Affiliates of Grantee, provided, further,
however, that no such assignment shall relieve Grantee of its obligations
hereunder. Any assignment or delegation in violation of the preceding sentence
will be void. Subject to the first and second sentences of this Section 11(g),
this Agreement will be binding upon, inure to the benefit of, and be
enforceable by, the parties and their respective successors and assigns.
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(h) Further Assurances. In the event of any exercise of
the Option by Grantee, Issuer and Grantee will execute and deliver all other
documents and instruments and take all other actions that may be reasonably
necessary in order to consummate the transactions provided for by such
exercise.
(i) Enforcement. The parties agree that irreparable
damage would occur and that the parties would not have any adequate remedy at
law in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached.
It is accordingly agreed that the parties will be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement in any Federal court located in the
State of Delaware or in Delaware state court, the foregoing being in addition
to any other remedy to which they are entitled at law or in equity. In
addition, each of the parties hereto (i) consents to submit itself to the
personal jurisdiction of any Federal court located in the State of Delaware or
any Delaware state court in the event any dispute arises out of this Agreement
or any of the transactions contemplated by this Agreement, (ii) agrees that it
will not attempt to deny or defeat such personal jurisdiction by motion or
other request for leave from any such court, and (iii) agrees that it will not
bring any action relating to this Agreement or any of the transactions
contemplated by this Agreement in any court other than a Federal court sitting
in the State of Delaware or a Delaware state court.
(j) Severability. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule of law
or public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect. Upon such determination that any
term or other provision is invalid, illegal or incapable of being enforced, the
parties hereto shall negotiate in good faith to modify this Agreement so as to
effect the original intent of the parties as closely as possible to the fullest
extent permitted by applicable law in an acceptable manner to the end that the
transactions contemplated hereby are fulfilled to the extent possible.
[Signature Page to follow]
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IN WITNESS WHEREOF, Issuer and Grantee have caused this Agreement to
be signed by their respective officers thereunto duly authorized as of the day
and year first written above.
DATA BROADCASTING CORPORATION
By: /s/ Xxxx X. Xxxxxxxxx
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Name: Xxxx X. Xxxxxxxxx
Title: President
INTERACTIVE DATA CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Authorized Person
[Signature Page to Option Agreement]