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Exhibit 1.1
[CCC INFORMATION SERVICES GROUP INC.]
[CCCISG CAPITAL TRUST]
FORM OF
UNDERWRITING AGREEMENT
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[CCC INFORMATION SERVICES GROUP INC.]
[CCCISG CAPITAL TRUST]
FORM OF UNDERWRITING AGREEMENT
Ladies and Gentlemen:
[CCC Information Services Group Inc. and or CCCISG CAPITAL TRUST],
a Delaware corporation or statutory trust (the "Company"),] confirms its
agreement with [ ] (the "Underwriters", which term shall also include any
underwriter substituted as hereinafter provided in Section 10 hereof), with
respect to the sale by the Company and the purchase by the Underwriters,
acting severally and not jointly, of the respective [principal] amounts set
forth in Schedule A hereto, of [ ] of the Company's [securities] [and the grant
by the Company to the Underwriters, acting severally and not jointly, of the
option described in Section 2(b) hereof to purchase all or any part of an
additional [ ] securities to cover over-allotments, if any]. The aforesaid
[ ] securities (the "Initial Securities") to be purchased by the Underwriters
and all or any part of the [ ] securities subject to the option described in
Section 2(b) hereof, if applicable (the "Option Securities") are hereinafter
called, collectively, the "Securities". [The Securities are to be issued
pursuant to an indenture dated as of [ ], (the "Indenture") between the
Company and [ ], as trustee (the "Trustee").]
The Company understands that the Underwriters propose to make a public
offering of the Securities as soon as the Underwriters deem advisable after this
Agreement has been executed and delivered [and the Indenture has been qualified
under the Trust Indenture Act of 1939, as amended (the "1939 Act")].
The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on Form S-3 (No. 333-64132) covering the
registration of the Securities under the Securities Act of 1933, as amended (the
"Act"), including a prospectus relating to, among other things, certain
securities of the Company, to be issued from time to time by the Company.
Promptly after execution and delivery of this Agreement, the Company will
prepare and file a prospectus supplement in accordance with the provisions of
paragraph (b) of Rule 424 ("Rule 424(b)") of the rules and regulations of the
Commission under the Act (the "1933 Act Regulations") relating specifically to
the Securities. Any prospectus that was used prior to execution and delivery of
this Agreement is referred to as a "preliminary prospectus." Such registration
statement, including the exhibits thereto and the
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documents incorporated by reference pursuant to Item 12 of Form S-3 under the
Act at the time it became effective is herein called the "Registration
Statement." Any registration statement filed pursuant to Rule 462(b) of the 1933
Act Regulations is herein referred to as the "Rule 462(b) Registration
Statement," and after such filing the term "Registration Statement" shall
include the Rule 462(b) Registration Statement. The final prospectus including
the documents incorporated by reference pursuant to Item 12 of Form S-3 under
the Act in the form first furnished to the Underwriters for use in connection
with the offering of the Securities is herein called the "Prospectus." Further,
the items "preliminary prospectus" and "Prospectus" shall refer to any
prospectus supplement used to consummate any offering pursuant to Rule 415 under
the Act. For purposes of this Agreement, all references to the Registration
Statement, any preliminary prospectus, the Prospectus or any amendment or
supplement to any of the foregoing shall be deemed to include the copy filed
with the Commission pursuant to its Electronic Data Gathering, Analysis and
Retrieval system ("XXXXX").
Section 1. Representations and Warranties.
(a) Representations and Warranties by the Company. The Company
represents and warrants to each Underwriter as of the date hereof, as of the
Closing Time (as defined in Section 2(c) hereof, and as of each Date of Delivery
(if any) referred to in Section 2(b) hereof), and agrees with each Underwriter
as follows:
(i) The Registration Statement has become effective under the
Act and no stop order suspending the effectiveness of the Registration
Statement has been issued under the Act and no proceedings for that
purpose have been instituted or are pending or, to the knowledge of the
Company, are contemplated by the Commission, and any request on the
part of the Commission for additional information has been complied
with.
As of the date of the Prospectus and at the Closing Time (and,
if any Option Securities are purchased, at the Date of Delivery), the
Registration Statement and any amendments and supplements thereto
complied and will comply in all material respects with the requirements
of the Act and the 1933 Act Regulations and did not and will not
contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading. Neither the Prospectus nor any
amendments or supplements thereto, at the time the Prospectus or any
such amendment or supplement was issued and at the Closing Time (and,
if any Option Securities are
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purchased, at the Date of Delivery), included or will include an untrue
statement of a material fact or omitted or will omit to state a
material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading.
The representations and warranties in this subsection shall not apply
to statements in or omissions from the Registration Statement or
Prospectus made in reliance upon and in conformity with information
furnished to the Company in writing by any Underwriter
through [ ] expressly for use in the Registration Statement or
Prospectus.
The Prospectus, when filed pursuant to Rule 424(b) under the
Act, will comply in all material respects with the 1933 Act Regulations
and the Prospectus delivered to the Underwriters for use in connection
with this offering was substantially identical to the electronically
transmitted copies thereof filed with the Commission pursuant to XXXXX,
except to the extent permitted by Regulation S-T.
(ii) The documents incorporated by reference in the
Registration Statement and the Prospectus, at the time they were filed
with the Commission, complied in all material respects with the
requirements of the Act and the 1933 Act Regulations or the Securities
Exchange Act of 1934 (the "Exchange Act") and the rules and regulations
of the Commission thereunder (the "Exchange Act Regulations"), as
applicable, and, when read together with the other information in the
Prospectus, at the time the Registration Statement became effective, at
the time the Prospectus was issued and at the Closing Time, did not and
will not contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to
make the statements therein not misleading.
(iii) Each of the Company and each "significant subsidiary"
(as defined in Section 210.1-02 of Regulation S-X) of the Company has
been duly organized and is validly existing and in good standing under
the laws of its jurisdiction of organization, with all requisite power
and authority under such laws, and all necessary authorizations,
approvals, orders, licenses, certificates and permits of and from
regulatory or governmental officials, bodies and tribunals, (a) to own,
lease and operate their respective properties and to conduct their
respective businesses as now conducted and as described in the
Prospectus and (b), in the case of the Company, to enter into, deliver
and perform its
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obligations under this Agreement [, the Indenture] and the Securities
except, in the case of the foregoing subclause (a) for authorizations,
approvals, orders, leases, certificates and permits, the failure of
which to possess would not reasonably be expected to have a Material
Adverse Effect (as defined below); and are all duly qualified to do
business and in good standing in all other jurisdictions where the
ownership or leasing of their respective properties or the conduct of
their respective businesses requires such qualification, except where
the failure to be so qualified would not reasonably be expected to have
a material adverse effect on the business, condition (financial or
otherwise), results of operations or business affairs of the Company
and the Subsidiaries taken as a whole (a "Material Adverse Effect").
(iv) This Agreement has been duly authorized, executed and
delivered by the Company.
(v) The Securities have been duly authorized by the Company,
and the Company has all requisite corporate power and authority to
execute, issue and deliver the Securities, and to incur and perform its
obligations provided for therein.
(vi) The Company has all requisite corporate power and
authority to execute and deliver this Agreement [and the Indenture] and
perform its obligations provided for therein. This Agreement has been[,
and, as of the Closing Date, the Indenture will have been,] duly
authorized, executed and delivered by the Company [and upon such
execution by the Company (assuming the due authorization, execution and
delivery by parties thereto other than the Company) and, as of the
Closing Date, the Indenture will constitute, the valid and binding
obligation of the Company, enforceable against the Company in
accordance with the terms hereof or thereof, subject only to the
Enforceability Limitations (as defined below). [The Indenture has been
duly qualified under the 1939 Act].
(vii) No consent, waiver, authorization, approval, license,
qualification or order of, or filing or registration with, any court or
governmental or regulatory agency or body, is required for the issue
and sale of the Securities, the performance by the Company of its
obligations under this Agreement, or for the consummation of any of the
transactions contemplated to be taken by the Company pursuant to this
Agreement [or the Indenture], including, without limitation, the
issuance and sale of the
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Securities hereunder, except, such as have been obtained under the Act
and such as may be required under the blue sky laws of any jurisdiction
in connection with the purchase and distribution of the Securities by
the Underwriters in the manner contemplated in this Agreement and in
the Prospectus.
(viii) The issuance, sale and delivery of the Securities, the
execution, delivery and performance by the Company of this Agreement[,
the Indenture and the Securities] and the consummation by the Company
of the transactions contemplated hereby and the compliance by the
Company with the terms of the foregoing do not, and, at the Closing
Time, will not conflict with or constitute or result in a breach or
violation by the Company or any of the Subsidiaries of (A) any of the
terms or provisions of, or constitute a default (or an event which,
with notice or lapse of time or both, would constitute a default) by
any of the Company or the Subsidiaries or give rise to any right to
accelerate the maturity or require the prepayment of any indebtedness
under, or result in the creation or imposition of any lien, charge or
encumbrance upon any property or assets of the Company, or the
Subsidiaries under any contract, indenture, mortgage, deed of trust,
loan agreement, note, lease, license, franchise agreement,
authorization, permit, certificate or other agreement or document to
which any of the Company or the Subsidiaries is a party or by which
any of them may be bound, or to which any of them or any of their
respective assets or businesses is subject (collectively, "Contracts")
(and the Company has no knowledge of any conflict, breach or violation
of such terms or provisions or of any such default, in any such case,
which has occurred or will so result), except for any such conflict,
breach or violation which would not reasonably be expected to,
individually or in the aggregate, have a Material Adverse Effect, (B)
the articles of incorporation, by-laws or similar organizational
documents (each, an "Organizational Document") of any of the Company
or the Subsidiaries or (C) any law, statute, rule or regulation, or
any judgment, decree or order, in any such case, of any domestic or
foreign court or governmental or regulatory agency or other body
having jurisdiction over the Company or any of the Subsidiaries or
any of their respective properties or assets except for any such
conflict, breach or violation which would not reasonably be expected
to have a Material Adverse Effect.
[(ix) The Securities, when executed, authenticated and issued
in accordance with the terms of the Indenture (assuming the due
authorization, execution and delivery of the Indenture by the Trustee)
and when delivered against payment of the purchase price therefor as
provided in this Agreement, will constitute valid and binding
obligations of the
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Company, entitled to the benefits of the Indenture and enforceable
against the Company in accordance with the terms thereof; subject, in
the case of each of the foregoing, to (a) applicable bankruptcy,
insolvency, reorganization, moratorium and similar laws affecting
creditors' rights and remedies generally, (b) general principles of
equity (regardless of whether enforcement is sought in a proceeding in
equity or at law) and (c) the discretion of the court before which any
proceeding therefor may be brought (clauses (a), (b) and (c) being
referred to herein as the "Enforceability Limitations").]
[(x) The Securities and the Indenture will each conform in all
material respects to the descriptions thereof in the Prospectus.]
[(xi) The shares of [Common Stock][Preferred Stock] have been
duly authorized for issuance and sale to the Underwriters pursuant to
this Agreement and, when issued and delivered by the Company pursuant
to this Agreement against payment of the consideration set forth
herein, will be validly issued and fully paid and non-assessable; the
[Common Stock] [Preferred Stock] conforms to all statements relating
thereto contained in the Prospectus and such description conforms to
the rights set forth in the instruments defining the same; [and the
issuance of the [Common Stock] [Preferred Stock] is not subject to
the preemptive or other similar rights of any security holder of the
Company].]
(xii) The audited and unaudited consolidated financial
statements of the Company included or incorporated by reference in the
Registration Statement, including the notes thereto, present fairly in
all material respects the financial position of the Company and its
consolidated subsidiaries at the dates indicated, and the statement of
operations, stockholders' equity and cash flows of the Company and its
consolidated subsidiaries for the periods have been prepared in
conformity with United States generally accepted accounting principles
("GAAP") applied on a consistent basis throughout the periods involved.
PricewaterhouseCoopers LLP, which certified the financial statements of
the Company included or incorporated by reference in Registration
Statement, is an independent public accounting firm with respect to the
Company and its Subsidiaries within the meaning of Regulation S-X under
the Act. The selected financial data and the summary financial
information included in the Prospectus present fairly in all material
respects the information shown therein and have been compiled on a
basis consistent with that of the financial statements included in the
Prospectus. [The pro forma financial
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information relating to the Company and its Subsidiaries and the
related notes thereto included in the Prospectus present fairly in all
material respects the information shown therein, have been prepared in
all material respects in accordance with the Commission's rules and
guidelines with respect to pro forma financial adjustments and have
been properly computed on the bases described therein, and the
assumptions used in the preparation thereof are reasonable and the
adjustments used therein are appropriate to give effect to the
transactions and circumstances referred to therein.]
(xiii) Since the respective dates as of which information is
given in the Registration Statement and the Prospectus, except as
otherwise specifically stated therein, there has been no (A) material
adverse change in the business, condition (financial or otherwise),
results of operations or business affairs of the Company or the
Subsidiaries taken as a whole, (a "Material Adverse Change"), (B)
transaction entered into by any of the Company or the Subsidiaries
that is material to the Company or the Subsidiaries taken as a whole
or (C) dividend or distribution of any kind declared, paid or made by
the Company on its capital stock.
[(xiv) The Company has the authorized, issued and outstanding
capitalization set forth in the Prospectus; all of the outstanding
capital stock of the Company has been duly authorized and validly
issued, is fully paid and nonassessable and was not issued in violation
of any preemptive or similar rights. Except as set forth in the
Prospectus, the Company does not own, directly or indirectly, any
material amount of shares, or any other material amount of equity or
long-term debt securities or have any material equity interest in any
firm, partnership, joint venture or other entity. Except as set forth
in the Prospectus, no holder of any securities of the Company is
entitled to have such securities under the Registration Statement or
otherwise registered by the Company under the Act. All of the
outstanding capital stock or other ownership interests of each of the
Subsidiaries has been duly authorized and validly issued, is fully paid
and nonassessable and was not issued in violation of any preemptive or
similar rights.]
(xv) None of the Company or the Subsidiaries is (A) in
violation of its respective charter documents, (B) in default (or, with
notice or lapse of time or both, would be in default) in the
performance or observance of any obligation, agreement, covenant or
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condition contained in any Contract or (C) in violation of
any law, statute, judgment, decree, order, rule or regulation of any
domestic or foreign court with jurisdiction over the Company or the
Subsidiaries or any of their respective assets or properties, or other
governmental or regulatory authority, agency or other body, other than,
in the case of clause (B) or (C), such defaults or violations which
would not, individually or in the aggregate, reasonably be expected to
have or result in a Material Adverse Effect; and any real property and
buildings held under lease by the Company or the Subsidiaries are
held by the Company or such Subsidiary as the case may be, under valid,
subsisting and enforceable leases with such exceptions which would not,
individually or in the aggregate, reasonably be expected to have or
result in a Material Adverse Effect.
(xvi) Except as described in the Prospectus, each of the
Company or the Subsidiaries has obtained all consents, approvals,
orders, certificates, licenses, permits, franchises and other
authorizations, in each case material to the operations of the
Company (collectively, the "Licenses") of and from, and has made
all declarations and filings with, all governmental and regulatory
authorities, all self-regulatory organizations and all courts and
other tribunals necessary to own, lease, license and use its
properties and assets and to conduct its businesses in the manner
described in the Prospectus. None of the Company or the
Subsidiaries has received any notice of proceedings relating to the
revocation or modification of, or denial of any application for,
any License which, if the subject of any unfavorable decision,
ruling or finding, would, singly or in the aggregate, reasonably be
expected to have or result in a Material Adverse Effect; the
Company and each of the Subsidiaries have fulfilled and performed
all of their obligations with respect to all Licenses possessed by
any of them, except where the failure to so fulfill and perform
would not, singly or in the aggregate, reasonably be expected to
have or result in a Material Adverse Effect; and no event has
occurred which allows, or after notice or lapse of time, or both,
would allow, revocation or termination thereof or result in any
other material impairment of the rights of the holder of any such
License, except where such revocation or termination would not,
singly or in the aggregate, reasonably be expected to have or
result in a Material Adverse Effect; and the Licenses referred to
above place no restrictions on the Company or any of the
Subsidiaries or that are not described in the Prospectus, except
where such restrictions would not, singly or in the aggregate,
reasonably be expected to have or result in a Material Adverse
Effect.
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(xvii) Except as described in the Prospectus, there is no
legal action, suit, proceeding inquiry or investigation before or by
any court or governmental body or agency, domestic or foreign, now
pending or, to the best knowledge of the Company, threatened
against the Company or any of the Subsidiaries or affecting the
Company or any of the Subsidiaries or any of their respective
properties which would be required to be disclosed in a registration
statement filed under the Act which would, individually or in the
aggregate, reasonably be expected to have or result in a Material
Adverse Effect. Except as set forth in the Prospectus, none of the
Company or any of the Subsidiaries has received any notice or claim
of any material default (or event, condition or omission which with
notice or lapse of time or both would result in a default) under any
of its respective Contracts or has knowledge of any material breach
of any of such Contracts by the other party or parties thereto, in
each case which would, individually or in the aggregate reasonably be
expected to have a Material Adverse Effect.
(xviii) The Company has good and marketable title to all
real and personal property described in the Prospectus as being
owned by it and good and marketable title to a leasehold estate in
the real and personal property described in the Prospectus as being
leased by it, free and clear of all liens, charges, encumbrances or
restrictions, except to the extent the failure to have such title or
the existence of such liens, charges, encumbrances or restrictions
would not, individually or in the aggregate, reasonably be expected
to have or result in a Material Adverse Effect.
(xix) The Company is not and, after giving effect to the
offering and sale of the Securities and the application of the
proceeds therefrom as described in the Prospectus, will not be an
"investment company" as such term is defined in the Investment
Company Act of 1940, as amended.
(xx) There are no contracts or documents which are required to
be described in the Registration Statement or the Prospectus or to be
filed as exhibits thereto which have not been so described or filed as
required.
(b) Any certificate signed by any officer of the Company and delivered
to the Representatives or to counsel for the Underwriters pursuant to the terms
of this Agreement shall be deemed a representation and warranty by the Company
to the Underwriters as to the matters covered thereby.
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Section 2. Sale and Delivery to Underwriters; Closing. (a) Initial
Securities. On the basis of the representations and warranties herein contained
and subject to the terms and conditions herein set forth, the Company agrees to
sell to each Underwriter, severally and not jointly, and each Underwriter,
severally and not jointly, agrees to purchase from the Company at the price set
forth in Schedule B, the amount of Initial Securities set forth in Schedule A
opposite the name of such Underwriter, plus any additional amount of Securities
which such Underwriter may become obligated to purchase pursuant to the
provisions of Section 10 hereof.
[(b) Option Securities. In addition, on the basis of the
representations and warranties herein contained and subject to the terms and
conditions herein set forth, the Company hereby grants an option to the
Underwriters, severally and not jointly, to purchase up to an additional [ ]
Securities at the price set forth in Schedule B for the Initial Securities. The
option hereby granted will expire 30 days after the date hereof and may be
exercised in whole or in part from time to time only for the purpose of covering
over-allotments which may be made in connection with the offering and
distribution of the Initial Securities upon notice by the Underwriters to the
Company setting forth the number of Option Securities as to which the several
Underwriters are then exercising the option and the time and date of payment and
delivery for such Option Securities. Any such time and date of delivery (a "Date
of Delivery") shall be determined by the Underwriters, but shall not be later
than seven full business days after the exercise of said option, nor in any
event prior to the Closing Time, as hereinafter defined. If the option is
exercised as to all or any portion of the Option Securities, each of the
Underwriters, acting severally and not jointly, will purchase that proportion of
the total number of Option Securities then being purchased which the number of
Initial Securities set forth in Schedule A opposite the name of such Underwriter
bears to the total number of Initial Securities.]
(c) Payment. Payment of the purchase price for, and delivery of
certificates for, the Initial Securities shall be made at the offices of [ ] or
at such other place as shall be agreed upon by the Underwriters and the Company,
at 9:00 A.M. (Eastern time) on the third (fourth, if the pricing occurs after
4:30 P.M. (Eastern time) on any given day) business day after the date hereof
(unless postponed in accordance with the provisions of Section 10), or such
other time not later than [ten] business days after such date as shall be agreed
upon by the Underwriters and the Company (such time and date of payment and
delivery being herein called "Closing Time").
In addition, in the event that any or all of the Option Securities are
purchased by the Underwriters, payment of the purchase price for, and delivery
of certificates for, such Option Securities shall be made at the above-mentioned
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offices, or at such other place as shall be agreed upon by the Underwriters
and the Company, on each Date of Delivery as specified in the notice from the
Underwriters to the Company.
Payment shall be made to the Company by wire transfer of immediately
available funds to a bank account designated by the Company against delivery to
the Underwriters for the respective accounts of the Underwriters of certificates
for the Securities to be purchased by them. [ ] individually and not as
representative of the Underwriters, may (but shall not be obligated to) make
payment of the purchase price for the Initial Securities or the Option
Securities, if any, to be purchased by any Underwriter whose funds have not been
received by the Closing Time or the relevant Date of Delivery, as the case may
be, but such payment shall not relieve such Underwriter from its obligations
hereunder.
(d) Denominations; Registration. Certificates for the Securities shall
be in such denominations and registered in such names as the Underwriters may
request in writing at least one full business day before the Closing Time or the
relevant Date of Delivery, as the case may be. The certificates for the
Securities will be made available for examination and packaging by the
Underwriters in The City of New York not later than 10:00 A.M. (Eastern time) on
the business day prior to the Closing Time or the relevant Date of Delivery, as
the case may be.
Section 3. Covenants of the Company. The Company covenants with each
Underwriter as follows:
(a) Compliance with Securities Regulations and Commission Requests.
Until the completion of the distribution of the Securities by the Underwriters,
the Company will notify the Underwriters as soon as practicable: (i) when any
post-effective amendment to the Registration Statement shall become effective,
or any supplement to the Prospectus or any amended Prospectus shall have been
filed, (ii) of the receipt of any comments from the Commission, (iii) of any
request by the Commission for any amendment to the Registration Statement or any
amendment or supplement to the Prospectus or for additional information, and
(iv) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or of any order preventing or
suspending the use of the Prospectus, or of the suspension of the qualification
of the Securities for offering or sale in any jurisdiction, or of the initiation
or threatening of any proceedings for any of such purposes. The Company will
promptly effect the filings necessary pursuant to Rule 424(b) and will take such
steps as it deems necessary to ascertain promptly whether the form of prospectus
transmitted for filing under Rule 424(b) was received for filing by the
Commission and, in the event that it was not, it will promptly file such
prospectus. The Company will make every reasonable effort to prevent the
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issuance of any stop order and, if any stop order is issued, to obtain the
lifting thereof at the earliest practicable moment.
(b) Filing of Amendments. Prior to the completion of the distribution
of the Securities by the Underwriters, the Company will give the Underwriters
notice of its intention to file or prepare any amendment to the Registration
Statement (including any filing under Rule 462(b) but excluding annual or
quarterly reports filed under the Exchange Act) or any amendment, supplement or
revision to the Prospectus and will furnish the Underwriters with copies of any
such documents prior to such proposed filing or use, as the case may be.
(c) Delivery of Registration Statements. The Company has furnished or
will deliver to the Underwriters and counsel for the Underwriters, without
charge, signed or conformed copies (or duplicates thereof) of the Registration
Statement as originally filed and of each amendment thereto (including exhibits
filed therewith). The copies of the Registration Statement and each amendment
thereto furnished to the Underwriters will be substantially identical to the
electronically transmitted copies thereof filed with the Commission pursuant to
XXXXX, except to the extent permitted by Regulation S-T.
(d) Delivery of Prospectuses. The Company has delivered to each
Underwriter, without charge, as many copies of each preliminary prospectus as
such Underwriter reasonably requested, and the Company hereby consents to the
use of such copies for purposes permitted by the Act. The Company will furnish
to each Underwriter during the period when the Prospectus is required to be
delivered under the Act or the Exchange Act, such number of copies of the
Prospectus (as amended or supplemented in accordance with Section 3(e)) as such
Underwriter may reasonably request. The Prospectus and any amendments or
supplements thereto furnished to the Underwriters will be substantially
identical to the electronically transmitted copies thereof filed with the
Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.
(e) Continued Compliance with Securities Laws. The Company will comply
with the Act and the 1933 Act Regulations so as to permit the completion of the
distribution of the Securities as contemplated in this Agreement and in the
Prospectus. If at any time after the first date of the public offering of
securities to be sold hereunder and prior to the expiration of nine months after
the date of the Prospectus relating to the Securities to be sold hereunder, a
prospectus is required by the Act to be delivered in connection with sales of
the Securities, any event shall occur or condition shall exist as a result of
which it is necessary, in the opinion of counsel for the Underwriters or for the
Company, to amend the Registration Statement or amend or supplement the
Prospectus in order that the Prospectus will not include any untrue statements
of a material fact or omit to
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state a material fact necessary in order to make the statements therein not
misleading in the light of the circumstances existing at the time it is
delivered to a purchaser, or if it shall be necessary, in the opinion of such
counsel, at any such time to amend the Registration Statement or amend or
supplement the Prospectus in order to comply with the requirements of the Act or
the 1933 Act Regulations, the Company will promptly prepare and file with the
Commission, subject to Section 3(b), such amendment or supplement as may be
necessary to correct such statement or omission or to make the Registration
Statement or the Prospectus comply with such requirements, and the Company will
furnish to the Underwriters such number of copies of such amendment or
supplement as the Underwriters may reasonably request.
(f) Blue Sky Qualifications. The Company will use its best efforts, in
cooperation with the Underwriters, to qualify the Securities for offering and
sale under the applicable securities laws of such states and other jurisdictions
(domestic or foreign) as the Underwriters may reasonably request and to maintain
such qualifications in effect for a period of not less than one year from the
later of the effective date of the Registration Statement and any Rule 462(b)
Registration Statement; provided, however, that the Company shall not be
obligated to file any general consent to service of process or to qualify as a
foreign corporation or as a dealer in securities in any jurisdiction in which it
is not so qualified or to subject itself to taxation in respect of doing
business in any jurisdiction in which it is not otherwise so subject. In each
jurisdiction in which the Securities have been so qualified, the Company will
file such statements and reports as may be required by the laws of such
jurisdiction to continue such qualification in effect for a period of not less
than one year from the effective date of the Registration Statement and any Rule
462(b) Registration Statement.
(g) Rule 158. The Company will timely file such reports pursuant to the
Exchange Act as are necessary in order to make generally available to its
security holders as soon as practicable an earnings statement for the purposes
of, and to provide the benefits contemplated by, the last paragraph of Section
11(a) of the Act.
(h) Use of Proceeds. The Company will use the net proceeds received by
it from the sale of the Securities in the manner specified in the Prospectus
under "Use of Proceeds."
[(i) Restriction on Sale of Securities. During a period of [90] days
from the date of the Prospectus, the Company will not, without the prior written
consent of [lead underwriter] directly or indirectly, issue, sell, offer or
contract to sell, grant any option for the sale of or otherwise transfer or
dispose of any securities of the Company of the class being sold under this
Agreement.]
14
(j) Reporting Requirements. The Company, during the period when the
Prospectus is required to be delivered under the Act or the Exchange Act, will
file all documents required to be filed with the Commission pursuant to the
Exchange Act within the time periods required by the Exchange Act and the rules
and regulations of the Commission thereunder.
Section 4. Payment of Expenses. (a) Whether or not any sale of the
Securities is consummated, the Company agrees to pay and bear all costs and
expenses incident to the performance of all of its obligations under this
Agreement, including (i) the preparation and printing of the Registration
Statement and any amendments or supplements thereto prepared prior to nine
months after the date of the Prospectus and the cost of furnishing copies
thereof to the Underwriters, (ii) the preparation, issuance, printing and
delivery of certificates for the Securities, [including any stock or other
transfer taxes and any stamp or other duties payable upon the sale, issuance or
delivery of the Securities to the Underwriters,] (iii) the fees and
disbursements of the Company's counsel and accountants, (iv) the printing and
delivery to the Underwriters of copies of each preliminary prospectus and of the
Prospectus and any amendments or supplements thereto prepared prior to nine
months after the date of the Prospectus, (v) the fees and expenses of any
transfer agent or registrar for the Securities, (vi) the filing fees in
connection with the review by the National Association of Securities Dealers,
Inc. (the "NASD") of the terms of the sale of the Securities, (vii) the fees and
expenses incurred in connection with the listing of the Common Stock, and (viii)
all expenses (including travel expenses) of the Company in connection with any
meetings with prospective investors in the Securities.
(b) If the sale of the Securities provided for herein is not
consummated because any condition to the obligations of the Underwriters set
forth in Section 5 hereof is not satisfied or because this Agreement is
terminated pursuant to Section 9(a)(i) or Section 10 hereof or because of any
failure, refusal or inability on the part of the Company to perform all
obligations and satisfy all conditions on its part to be performed or satisfied
hereunder other than by reason of a default by an Underwriter in payment for the
Securities at the Closing Time, the Company agrees to reimburse the Underwriters
promptly upon demand for all reasonable and documented out-of-pocket expenses
(including reasonable fees and disbursements of their counsel) that shall have
been incurred by them in connection with the proposed purchase and sale of the
Securities.
Section 5. Conditions of the Underwriters' Obligations. The obligations
of the several Underwriters to purchase and pay for the Securities are subject
to the continued accuracy, as of the Closing Time and at each Date of Delivery,
of the representations and warranties of the Company herein contained, to the
15
accuracy of the statements of the Company and officers of the Company made in
any certificate pursuant to the provisions hereof, to the performance by the
Company of its obligations hereunder, and to the following further conditions:
(a) The Registration Statement has become effective and at the Closing
Time no stop order suspending the effectiveness of the Registration Statement
shall have been issued under the Act or proceedings therefor initiated or
threatened by the Commission, and any request on the part of the Commission for
additional information shall have been complied with to the reasonable
satisfaction of counsel to the Underwriters. A prospectus shall have been filed
with the Commission in accordance with Rule 424(b).
(b) At the Closing Time, the Underwriters shall have received one
or more opinions of [ ], counsel to the Company, dated as of the Closing Time,
in a form reasonably satisfactory to the Underwriters and counsel for the
Underwriters.
16
(f) The following conditions contained in clauses (i) and (ii) of this
subsection (f) shall have been satisfied at and as of the Closing Time and the
Company shall have furnished to the Underwriters a certificate, signed by the
Chairman of the Board or the President and the principal financial or accounting
officer of the Company, dated as of the Closing Time, to the effect that the
signers of such certificate have carefully examined the Registration Statement
and Prospectus, any amendment or supplement thereto, and this Agreement and
that:
(i) the representations and warranties of the Company in this Agreement
are true and correct in all material respects on and as of the Closing
Time with the same effect as if made at the Closing Time;
(ii) since the date of the most recent financial statements included or
incorporated by reference in the Prospectus (exclusive of any amendment
or supplement thereto), there has been no Material Adverse Change.
As used in this subparagraph, the term "Prospectus" means the
Prospectus in the form first used to confirm sales of the Securities;
(iii) the Company has complied with all agreements and satisfied all
conditions on its part to be performed or satisfied at or prior to the
Closing Time; and
(iv) no stop order suspending the effectiveness of the Registration
Statement has been issued and no proceedings for that purpose have been
instituted or are pending or are contemplated by the Commission.
(g) On the date hereof and at the Closing Time, PricewaterhouseCoopers
LLP shall have furnished to the Underwriters a letter or letters, dated
respectively as of the date of this Agreement and as of the Closing Time, in
form and substance satisfactory to the Underwriters, confirming that they are
independent certified public accountants within the meaning of the Act and the
applicable published rules and regulations thereunder and containing statements
and information of the type ordinarily included in accountants' "comfort
letters" to underwriters with respect to financial statements of the Company and
certain financial information contained in the Registration Statement, in form
and substance satisfactory to counsel for the Underwriters.
17
(h) Subsequent to the date hereof or, if earlier, the dates as of
which information is given in the Prospectus (exclusive of any amendment or
supplement thereto), there shall not have been any change, or any development
involving a prospective change, in or affecting the business or properties of
the Company and its Subsidiaries, taken as a whole, the effect of which is, in
the sole judgment of the Underwriters, so material and adverse as to make it
impractical or inadvisable to proceed with the purchase and the delivery of the
Securities as contemplated by the Prospectus (exclusive of any amendment or
supplement thereto).
[(i) At the date of this Agreement, the Representatives shall have
received an agreement substantially in the form of Exhibit A hereto signed by
the persons listed on Schedule C hereto.]
[(j) In the event that the Underwriters exercise their option provided
in Section 2(b) hereof to purchase all or any portion of the Option Securities,
the representations and warranties of the Company contained herein and the
statements in any certificates furnished by the Company or any subsidiary of the
Company hereunder shall be true and correct as of each Date of Delivery and, at
the relevant Date of Delivery, the Underwriters shall have received:
(i) Officers' Certificate. A certificate, dated such Date of Delivery,
of the Chairman of the Board or the President and the principal
financial or accounting officer of the Company confirming that the
certificate delivered at the Closing Time pursuant to Section 5(f)
hereof remains true and correct as of such Date of Delivery.
(ii) Opinion of Counsel for Company. The opinion or opinions of [ ],
counsel for the Company, each in form and substance reasonably
satisfactory to counsel for the Underwriters, dated such Date of
Delivery, relating to the Option Securities to be purchased on such
Date of Delivery.
(iii) Opinion of Counsel for Underwriters. The opinion of counsel for
the Underwriters, dated such Date of Delivery, relating to the Option
Securities to be purchased on such Date of Delivery.
(iv) Bring-down Comfort Letter. A letter from PricewaterhouseCoopers
LLP, in form and substance satisfactory to the Underwriters and dated
such Date of Delivery, substantially in the same form and substance as
the letter furnished to the Underwriters pursuant to
18
Section 5(g) hereof, except that the "specified date" in the letter
furnished pursuant to this paragraph shall be a date not more than five
days prior to such Date of Delivery.]
(k) At the Closing Time and at each Date of Delivery, counsel for the
Underwriters shall have been furnished with such information, certificates and
documents as they may reasonably require for the purpose of enabling them to
pass upon the issuance and sale of the Securities as contemplated herein and
related proceedings, or in order to evidence the accuracy of any of the
representations or warranties, or the fulfillment of any of the conditions,
herein contained; and all opinions and certificates mentioned above or elsewhere
in this Agreement shall be reasonably satisfactory in form and substance to the
Underwriters and counsel for the Underwriters.
[(l) The Company and the Trustee shall have entered into the
Indenture.]
If any condition specified in this Section 5 shall not have been
fulfilled when and as required to be fulfilled, this Agreement may be terminated
by the Underwriters by notice to the Company, and such termination shall be
without liability of any party to any other party except as provided in Section
4. Notwithstanding any such termination, the provisions of Sections 1, 6, 7 and
8 shall remain in effect. Notice of such cancellation shall be given to the
Company in writing or by telephone, facsimile transmission or telegraph
confirmed in writing. The Company shall furnish to the Underwriters such
conformed copies of such opinions, certificates, letters and documents in such
quantities as the Underwriters and counsel for the Underwriters shall reasonably
request.
Section 6. Indemnification. (a) The Company agrees to indemnify and
hold harmless the Underwriters, their respective affiliates, and each person, if
any, who controls any Underwriter or their respective affiliates within the
meaning of Section 15 of the Act or Section 20 of the Exchange Act, and their
respective directors, officers, employees and agents, as follows:
(i) against any and all loss, liability, claim, damage and
expense whatsoever, joint or several, as incurred, arising out of any
untrue statement or alleged untrue statement of a material fact
contained in Registration Statement (or any amendment thereto), or the
omission or alleged omission therefrom of a material fact required to
be stated therein or necessary to make the statements therein not
misleading or arising out of any untrue statement or alleged untrue
statement of a material fact included in any preliminary prospectus or
the Prospectus (or any amendment or supplement thereto), or the
omission or alleged omission therefrom of a material fact necessary in
order to make the statements
19
therein, in the light of the circumstances under which they were made,
not misleading;
(ii) against any and all loss, liability, claim, damage and
expense whatsoever, joint or several, as incurred, to the extent of the
aggregate amount paid in settlement of any litigation, or any
investigation or proceeding by any governmental agency or body,
commenced or threatened, or of any claim whatsoever based upon any such
untrue statement or omission, or any such alleged untrue statement or
omission; provided that (subject to Sections 6(e) below) any such
settlement is effected with the written consent of the Company; and
(iii) against any and all expenses whatsoever, as incurred (
including reasonable fees and disbursements of one counsel chosen by [
] (in addition to any local counsel)), reasonably incurred in
investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body,
commenced or threatened, or any claim whatsoever based upon any such
untrue statement or omission, or any such alleged untrue statement or
omission, to the extent that any such expense is not paid under (i) or
(ii) above;
provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by any
Underwriter through [ ] expressly for use in the Registration Statement (or any
amendment), including any preliminary prospectus or the Prospectus (or any
amendment or supplement thereto).
(b) Each Underwriter agrees, severally and not jointly, to indemnify
and hold harmless the Company, its directors, each of its officers who signed
the Registration Statement and each person, if any, who controls the Company
within the meaning of Section 15 of the Act or Section 20 of the Exchange Act
against any and all loss, liability, claim, damage and expense described in the
indemnity contained in subsection (a) of this Section 6, as incurred, but only
with respect untrue statements or omissions, or alleged untrue statements or
omissions, made in the Registration Statement (or any amendment thereto) or any
preliminary prospectus or the Prospectus (or any amendment or supplement
thereto) in reliance upon and in conformity with written information furnished
to the Company by such Underwriter through [ ] expressly for use in the
Registration Statement (or any amendment thereto) or such preliminary prospectus
or the Prospectus (or any amendment or supplement thereto).
20
(c) Each indemnified party shall give notice as promptly as reasonably
practicable to each indemnifying party of any action commenced against it in
respect of which indemnity may be sought hereunder, enclosing a copy of all
papers properly served on such indemnified party, but failure to so notify an
indemnifying party shall not relieve such indemnifying party from any liability
hereunder to the extent it is not materially prejudiced as a result thereof and
in any event shall not relieve it from any liability which it may have otherwise
than on account of this indemnity agreement. In the case of parties indemnified
pursuant to Section 6(a) above, one counsel to the indemnified parties shall be
selected by [ ], and, in the case of parties indemnified pursuant to Section
6(b) above, counsel to the indemnified parties shall be selected by the Company.
An indemnifying party may participate at its own expense in the defense of any
such action; provided, that counsel to the indemnifying party shall not (except
with the consent of the indemnified party) also be counsel to the indemnified
party. Notwithstanding the foregoing, if it so elects within a reasonable time
after receipt of such notice, an indemnifying party, jointly with any other
indemnifying parties receiving such notice, may assume the defense of such
action with counsel chosen by it and approved by the indemnified parties
defendant in such action (which approval shall not be unreasonably withheld),
unless such indemnified parties reasonably object to such assumption on the
ground that there may be legal defenses available to them which are different
from or in addition to those available to such indemnifying party. If an
indemnifying party assumes the defense of such action, the indemnifying parties
shall not be liable for any fees and expenses of counsel for the indemnified
parties incurred thereafter in connection with such action. In no event shall
the indemnifying parties be liable for the fees and expenses of more than one
counsel (in addition to local counsel) separate from their own counsel for all
indemnified parties in connection with any one action or separate but similar or
related actions in the same jurisdiction arising out of the same general
allegations or circumstances. No indemnifying party shall, without the prior
written consent of the indemnified parties, settle or compromise or consent to
the entry of any judgment with respect to any litigation, or any investigation
or proceeding by any governmental agency or body, commenced or threatened, or
any claim whatsoever in respect of which indemnification or contribution could
be sought under this Section 6 or Section 7 hereof (whether or not the
indemnified parties are actual or potential parties thereto), unless such
settlement, compromise or consent (i) includes an unconditional release of each
indemnified party from all liability arising out of such litigation,
investigation, proceeding or claim and the offer and sale of any Securities and
(ii) does not include a statement as to or an admission of fault, culpability or
a failure to act by or on behalf of any indemnified party.
21
(d) If at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel as to which such indemnified party is liable pursuant to Section
6(a)or(b), as the case may be, such indemnifying party agrees that it shall be
liable for any settlement of the nature contemplated by Section 6(a)(ii)
effected without its written consent if (i) such settlement is entered into more
than 45 days after receipt by such indemnifying party of the aforesaid request,
(ii) such indemnifying party shall have received notice of the terms of such
settlement at least 30 days prior to such settlement being entered into and
(iii) such indemnifying party shall not have reimbursed such indemnified party
in accordance with such request prior to the date of such settlement.
Section 7. Contribution. If the indemnification provided for in Section
6 hereof is for any reason unavailable to or insufficient to hold harmless an
indemnified party in respect of any losses, liabilities, claims, damages or
expenses referred to therein, then each indemnifying party shall contribute to
the aggregate amount of such losses, liabilities, claims, damages and expenses
incurred by such indemnified party, (i) in such proportion as is appropriate to
reflect the relative benefits received by the Company on the one hand and the
Underwriters on the other hand from the offering of the Securities pursuant to
this Agreement or (ii) if the allocation provided by clause (i) is not permitted
by applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault of
the Company on the one hand and of the Underwriters on the other hand in
connection with the statements or omissions which resulted in such losses,
liabilities, claims, damages or expenses, as well as any other relevant
equitable considerations.
The relative benefits received by the Company on the one hand and the
Underwriters on the other hand in connection with the offering of the Securities
pursuant to this Agreement shall be deemed to be in the same respective
proportions as the total net proceeds from the offering of the Securities
pursuant to this Agreement (before deducting expenses) received by the Company
and the total underwriting discount received by the Underwriters, bear to the
aggregate initial offering price of the Securities.
The relative fault of the Company on the one hand and the Underwriters
on the other hand shall be determined by reference to, among other things,
whether any such untrue or alleged untrue statement of a material fact or
omission or alleged omission to state a material fact relates to information
supplied by the Company or by the Underwriters and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.
22
The Company and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this Section 7 were determined by pro rata
allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the
equitable considerations referred to above in this Section 7. The aggregate
amount of losses, liabilities, claims, damages and expenses incurred by an
indemnified party and referred to above in this Section 7 shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue or alleged untrue
statement or omission or alleged omission.
Notwithstanding the provisions of this Section 7, no Underwriter shall
be required to contribute any amount in excess of the amount by which the total
price at which the Securities underwritten by it and distributed to the public
were offered to the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission.
No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Act) shall be entitled to contribution from any person who
was not guilty of such fraudulent misrepresentation.
For purposes of this Section 7, each person, if any, who controls an
Underwriter within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act shall have the same rights to contribution as such Underwriter, and
each director of the Company, each officer of the Company who signed the
Registration Statement and each person, if any, who controls the Company within
the meaning of Section 15 of the Act or Section 20 of the Exchange Act shall
have the same rights to contribution as the Company. The Underwriters'
respective obligations to contribute pursuant to this Section 7 are several in
proportion to the number of Initial Securities set forth opposite their
respective names in Schedule A hereto and not joint.
Section 8. Representations, Warranties and Agreements To Survive
Delivery. All representations, warranties, indemnities, agreements and other
statements of the Company and its officers contained in or made pursuant to this
Agreement shall remain operative and in full force and effect, regardless of any
investigation made by or on behalf of any Underwriter or controlling person or
by or on behalf of the Company, and shall survive delivery and payment for the
Securities to the Underwriters.
23
Section 9. Termination of Agreement.
(a) Termination: General. The Underwriters may terminate this
Agreement, by notice to the Company, at any time at or prior to the Closing Time
if (i) there has been, since the time of execution of this Agreement or since
the respective dates as of which information is given in the Prospectus and on
or prior to the Closing Time, any Material Adverse Change with respect to the
Company and its Subsidiaries, taken as a whole, or (ii) since the date of this
Agreement and on or prior to the Closing Time, (A) there has occurred any
outbreak of hostilities or escalation of existing hostilities or other national
or international calamity or crisis or any change or development involving a
prospective change in national or international political, financial or economic
conditions, in each case, the effect of which on the financial securities
markets of the United States is such as to make it, in the reasonable judgment
of the Underwriters, impracticable to market the Securities or to enforce
contracts for the sale of the Securities, or (B) trading in any securities of
the Company has been suspended or limited by the Commission or trading generally
on the New York Stock Exchange, the American Stock Exchange, the Nasdaq National
Market or the over-the-counter market has been suspended, or minimum or maximum
prices for trading have been fixed, or maximum ranges for prices for securities
generally have been required, by any such exchange or market or by order of the
Commission, the NASD or any other governmental authority or (C) a general
banking moratorium has been declared by either Federal or New York authorities.
As used in this Section 9(a), the term "Prospectus" means the Prospectus in the
form first used to confirm sales of the Securities.
(b) If this Agreement is terminated pursuant to this Section 9, such
termination shall be without liability of any party to any other party except as
provided in Section 4 hereof, provided that Sections 1, 6, 7, and 8 shall
survive such termination and remain in full force and effect.
(c) This Agreement may also terminate pursuant to the provisions of
Section 5, with the effect stated in such Section.
Section 10. Default by One of More of the Underwriters. If one or more
of the Underwriters shall fail at the Closing Time or a Date of Delivery to
purchase the Securities which it is obligated to purchase under this Agreement
(the "Defaulted Securities"), the other Underwriters shall have the right, but
not the obligation, within 24 hours thereafter, to make arrangements for one or
more of the non-defaulting Underwriters, or any other underwriters, to purchase
all, but not less than all, of the Defaulted Securities in such amounts as may
be agreed upon and upon the terms herein set forth; if, however, the
Underwriters shall not have completed such arrangements within such 24-hour
period, then:
24
(a) if the number of Defaulted Securities does not exceed 10% of the
number of Securities to be purchased on such date, each of the non-defaulting
Underwriters shall be obligated, severally and not jointly, to purchase the full
amount thereof in the proportions that their respective underwriting obligations
hereunder bear to the underwriting obligations of all non-defaulting
Underwriters, or
(b) if the number of Defaulted Securities exceeds 10% of the number of
Securities to be purchased on such date, this Agreement or, with respect to any
Date of Delivery which occurs after the Closing Time, the obligation of the
Underwriters to purchase and of the Company to sell the Option Securities to be
purchased and sold on such Date of Delivery shall terminate without liability on
the part of any non-defaulting Underwriter.
No action taken pursuant to this Section shall relieve any defaulting
Underwriter from liability in respect of its default.
In the event of any such default which does not result in a termination
of this Agreement or, in the case of a Date of Delivery which is after the
Closing Time, which does not result in a termination of the obligation of the
Underwriters to purchase and the Company to sell the relevant Option Securities,
as the case may be, either the Underwriters or the Company shall have the right
to postpone Closing Time or the relevant Date of Delivery, as the case may be,
for a period not exceeding seven days in order to effect any required changes in
the Registration Statement or Prospectus or in any other documents or
arrangements. As used herein, the term "Underwriter" includes any person
substituted for an Underwriter under this Section 10.
Section 11. Notices. All notices and other communications hereunder
shall be in writing and shall be deemed to have been duly given if mailed or
transmitted by any standard form of telecommunication. Notices to the
Underwriters shall be directed to [ ], attention: [ ]; and notices to the
Company shall be directed to CCC Information Services Group Inc., World Trade
Center Chicago, 000 Xxxxxxxxxxx Xxxx, Xxxxxxx, Xxxxxxxx 00000, attention: Chief
Executive Officer, with a copy to [ ].
Section 12. Information Supplied by the Underwriters. The statements
set forth in the [ ] sections and under the heading "Underwriting" in the
Prospectus (to the extent such statements relate to the Underwriters) constitute
the only information furnished by the Underwriters to the Company for the
purposes of Sections 1 and 6 hereof.
25
Section 13. Parties. This Agreement shall inure to the benefit of and
be binding upon the Underwriters and the Company and their respective
successors. Nothing expressed or mentioned in this Agreement is intended or
shall be construed to give any person, firm or corporation, other than the
Underwriters, their respective affiliates and the Company and its successors and
legal representatives and the controlling persons and officers, directors,
employees and agents referred to in Sections 6 and 7 and their heirs and legal
representatives, any legal or equitable right, remedy or claim under, by virtue
of or in respect of this Agreement or any provision herein contained. This
Agreement and all conditions and provisions hereof are intended to be for the
sole and exclusive benefit of the Underwriters their respective affiliates and
the Company and its successors and legal representatives, and said controlling
persons and officers, directors, employees and agents and their heirs and legal
representatives, and said controlling persons and officers, directors, employees
and agents and their heirs and legal representatives, and for the benefit of no
other person, firm or corporation. No purchaser of Securities from any
Underwriter shall be deemed to be a successor by reason merely of such purchase.
Section 14. Governing Law and Time. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
GIVING EFFECT TO ANY PROVISIONS RELATING TO CONFLICTS OF LAWS. Specified times
of day refer to New York time.
Section 15. Counterparts. This Agreement may be executed in one or more
counterparts and, when each party has executed a counterpart, all such
counterparts taken together shall constitute one and the same agreement.
[Signature page follows]
26
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Company a counterpart hereof, whereupon
this instrument, along with all counterparts, will become a binding agreement
among the Underwriters and the Company in accordance with its terms.
Very truly yours,
[CCC INFORMATION SERVICES GROUP INC.]
By:
--------------------------------
Name:
Title:
[CCCISG Capital Trust]
By:
--------------------------------
Name:
Title:
Confirmed and accepted as of the date first above written:
By:
---------------------------
By:
----------------------------
Name:
Title:
27
SCHEDULE A
Number of
Initial
Name of Underwriter Securities
Total.........................................................................
SCHEDULE B
CCC INFORMATION SERVICES GROUP INC.
Common Stock and Preferred Stock
(Par Value $0.01 Per Share - Common, $1.00 Per Share - Preferred)
1. The initial public offering price for the Securities, determined as
provided in said Section 2, shall be $[ ].
2. The purchase price for the Securities to be paid by the several
Underwriters shall be $[ ], being an amount equal to the initial public offering
price set forth above less [ ][; provided that the purchase price per share for
any Option Securities purchased upon the exercise of the over-allotment option
described in Section 2(b) shall be reduced by an amount per share equal to any
dividends or distributions declared by the Company and payable on the Initial
Securities but not payable on the Option Securities.]
[Form of lock-up from directors, officers or other stockholders in connection
with offerings of common stock pursuant to Section 5(j)]
Exhibit A
, 200
Dear Sirs:
The undersigned, a [stockholder/an officer and/or director] of CCC Information
Services Group Inc., Corporation, a Delaware corporation (the "Company"),
understands that [ ] propose to enter into a Underwriting Agreement (the
"Underwriting Agreement") with the Company providing for the public offering of
shares (the "Securities") of the Company's common stock, par value $0.01 per
share (the "Common Stock"). In recognition of the benefit that such an offering
will confer upon the undersigned and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the undersigned
agrees with each underwriter to be named in the Underwriting Agreement that,
during a period of 90 days from the date of the Underwriting Agreement, the
undersigned will not, without the prior written consent of the lead
Underwriters, directly or indirectly, (i) offer, pledge, sell, contract to sell,
sell any option or contract to purchase, purchase any option or contract to
sell, grant any option, right or warrant for the sale of, or otherwise dispose
of or transfer any shares of the Company's Common Stock or any securities
convertible into or exchangeable or exercisable for Common Stock, whether now
owned or hereafter acquired by the undersigned or with respect to which the
undersigned has or hereafter acquires the power of disposition, or file any
registration statement under the Securities Act of 1933, as amended, with
respect to any of the foregoing or (ii) enter into any swap or any other
agreement or any transaction that transfers, in whole or in part, directly or
indirectly, the economic consequence of ownership of the Common Stock, whether
any such swap transaction is to be settled by delivery of Common Stock or other
securities, in cash or otherwise.
Very truly yours,
Signature:
-----------------------
Print Name:
