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EXHIBIT 4.7
REGISTRATION RIGHTS AGREEMENT
AGREEMENT dated as of February 28, 1997 among PAREXEL International
Corporation, a Massachusetts corporation (the "COMPANY") and Dr. Arfon Xxxxx
Xxxxx and Dr. Xxxxx Xxxxx (the "STOCKHOLDER").
W I T N E S S E T H :
WHEREAS, pursuant to the Agreement dated as of the date hereof (the
"ACQUISITION AGREEMENT") among the Company and the Stockholder, the Company is
acquiring 50% of the issued and outstanding shares of capital stock of S-Cubed
Clinical Limited ("SCC");
WHEREAS, in connection therewith, the Stockholder will receive
unregistered shares of Common Stock of the Company (the "SHARES"); and
WHEREAS, the Company and the Stockholder wish to set forth certain rights
and obligations with regard to the registration of the Shares;
NOW, THEREFORE, the parties hereto agree as follows:
1. CERTAIN DEFINITIONS. As used in this Agreement, the following
terms shall have the following respective meanings:
"COMMISSION" shall mean the Securities and Exchange Commission, or any
other federal agency at the time administering the Securities Act.
"SHARES" shall mean the shares of Common Stock of the Company issued to
the Stockholder on even date herewith pursuant to the Acquisition
Agreement.
"COMMON STOCK" shall mean the Common Stock, $.01 par value, of the
Company, as constituted as of the date of this Agreement.
"EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended, or any similar federal statute, and the rules and regulations of
the Commission thereunder, all as the same shall be in effect at the time.
"REGISTRATION EXPENSES" shall mean the expenses so described in
Section 10.
"SECURITIES ACT" shall mean the Securities Act of 1933, as amended, or
any similar federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.
"SELLING EXPENSES" shall mean the expenses so described in Section 10.
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2. COMPLIANCE WITH SECURITIES LAWS. The Stockholder represents
and warrants that he:
(a) has paid no brokerage or similar commissions in connection
with the acquisition of the Shares.
(b) is acquiring such Shares solely for his own account.
(c) has provided such information as may reasonably have been
requested by the Company in order for the Company or its counsel to evaluate the
availability of an exemption under the Securities Act for the issuance of the
Shares to the Stockholder.
3. SECURITIES ACT MATTERS. The Stockholder acknowledges and
agrees that the Shares have not been registered under the Securities Act or
under the securities laws of any state, in reliance upon certain exemptive
provisions of such statutes. The Stockholder recognizes and acknowledges that
such claims of exemption are based, in part, upon the Stockholder's
representations contained in this Agreement. The Stockholder further recognizes
and acknowledges that, because the Shares are unregistered under federal and
state laws, they are not presently eligible for public resale, and may only be
resold in the future pursuant to an effective registration statement under the
Securities Act and any applicable state securities laws, or pursuant to a valid
exemption from such registration requirements. The Stockholder recognizes and
acknowledges that Rule 144 or any other exemption promulgated under the
Securities Act (which facilitates routine sales of securities in accordance with
the terms and conditions of that Rule, including a holding period requirement)
is not now available for resale of the Shares, and the Stockholder recognizes
and acknowledges that, in the absence of the availability of Rule 144 or any
other exemption under the Securities Act, a sale pursuant to a claim of
exemption from registration under the Securities Act would require compliance
with some other exemption under the Securities Act, none of which may be
available for resale of the Shares. The Stockholder recognizes and acknowledges
that, except as set forth in this Agreement, the Company is under no obligation
to register the Shares, either pursuant to the Securities Act or the securities
laws of any state.
4. RESTRICTIVE LEGEND. Each certificate representing Shares
shall, except as otherwise provided in this Section 4 or in Section 5, be
stamped or otherwise imprinted with a legend substantially in the following
form:
"The Securities represented hereby have not been registered
under the Securities Act of 1933, as amended, and may not be sold,
transferred or otherwise disposed of except in accordance with the
terms thereof and unless registered with the Securities and Exchange
Commission of the United States and the securities regulatory
authorities of certain states or unless an exemption from such
registration is available."
Such certificates shall not bear such legend if in the opinion of
counsel satisfactory to the Company the securities being sold thereby may be
publicly sold without registration under the
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Securities Act or if such securities have been sold pursuant to Rule 144, any
other exemption under the Securities Act or an effective registration statement.
5. NOTICE OF PROPOSED TRANSFER. Prior to any proposed transfer of
any Shares, the Stockholder shall give written notice to the Company of his
intention to effect such transfer. Prior to any registration statement described
in Section 6 becoming effective, each such notice shall describe the manner of
the proposed transfer and, if requested by the Company, shall be accompanied by
an opinion of counsel satisfactory to the Company to the effect that the
proposed transfer may be effected without registration under the Securities Act,
whereupon the Stockholder shall be entitled to transfer such security in
accordance with the terms of his notice. Each certificate for Shares transferred
as above provided shall bear the legend set forth in Section 4, except that such
certificate shall not bear such legend if (i) such transfer is in accordance
with the provisions of Rule 144 (or any other rule permitting public sale
without registration under the Securities Act) or (ii) the opinion of counsel
referred to above is to the further effect that the transferee and any
subsequent transferee (other than an affiliate of the Company) would be entitled
to transfer such securities in a public sale without registration under the
Securities Act.
6. REQUIRED REGISTRATION. The Company agrees to use commercially
reasonable efforts to (i) cause a registration statement on Form S-3 or any
successor from thereto under the Securities Act relating to the resale of all of
the Shares to be filed no later than the 90th day following Completion (as
defined in the Acquisition Agreement); and (ii) cause such registration
statement to become effective as soon as practicable after the Pooling
Restricted Period (as defined below) and thereafter remain effective until the
earlier of (A) two years after Completion (as defined in the Acquisition
Agreement) or (B) the sale of all Shares covered thereby. Anything to the
contrary herein notwithstanding, the Company shall not be required to take any
action to cause any registration statement to be declared effective by the
Commission at any time prior to the publication by the Company of financial
results including at least thirty (30) days' post-closing combined operating
results of the Company and SCC (the "POOLING RESTRICTED PERIOD"), and the
Company may suspend sales in accordance with Section 9 at any time under any
registration statement immediately upon notice to the Stockholder at his last
known address, for any of the reasons set forth in Section 8.
7. REGISTRATION PROCEDURES. If and whenever the Company is
required by the provisions of Sections 6 to use commercially reasonable efforts
to effect the registration of any Shares under the Securities Act, the Company
will, as expeditiously as possible:
(a) prepare and file with the Commission such amendments and
supplements to the applicable registration statement, and the prospectus used in
connection therewith, as may be necessary to comply with the Securities Act;
(b) furnish to the Stockholder such number of copies of the
relevant registration statement and each amendment and supplement thereto (in
each case including exhibits) and the prospectus included therein (including
each preliminary prospectus) as he
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reasonably may request in order to facilitate the public sale or other
disposition of the Shares covered by such registration statement;
(c) register or qualify the Shares covered by the
applicable registration statement under the securities or "blue sky" laws of the
jurisdictions where the Company is currently registered or qualified, provided,
however, that the Company shall not for any such purpose be required to qualify
generally to transact business as a foreign corporation in any jurisdiction
where it is not so qualified or to consent to general service of process in any
such jurisdiction;
(d) have the Shares covered by the applicable
registration statement subject to quotation on the Nasdaq National Market; and
(e) promptly notify the Stockholder (at his last known
address) (i) of the effective date of the applicable registration statement and
the date when any post-effective amendment to such registration statement
becomes effective, (ii) of any stop order or notification from the Commission or
any other jurisdiction as to the suspension of the effectiveness of such
registration statement, or (iii) of the end of any suspension under Section 8.
8. SUSPENSION.
(a) The rights of the Stockholder to resell the Shares
pursuant to this Agreement and the applicable registration statement may be
suspended by the Company on the occurrence of any of the following events:
(i) the Company has made a determination to
conduct a public offering;
(ii) the Company is about to make a disclosure of
information of a material nature;
(iii) there then exists material, non-public
information relating to the Company which, in the good faith
determination of its Board of Directors, the disclosure of which would
not be in the interests of the Company or its stockholders during that
time; or
(iv) the Company is engaged in any activity at
any time that, in the good faith determination of its Board of
Directors, would be adversely affected by the continued compliance with
this Agreement or the continued distribution of the Shares by the
Stockholders.
(b) The Company shall use commercially reasonable efforts
to minimize the length of any suspension:
(i) under Section 8(a)(i), to a period of
thirty (30) days, more or less, beginning on the day that notice of a suspension
is given to the Stockholder and ending on the
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earlier of: (A) the date of disclosure of the public offering, or (B) the date
which is 30 days after the beginning of the suspension, provided that during
such suspension, the Company will proceed with commercially reasonable efforts
to file the appropriate documentation in respect of, and otherwise complete,
such public offering as expeditiously as practicable;
(ii) under Section 8(a)(ii), to a period of
three (3) business days, more or less;
(iii) under Section 8(a)(iii) or 8(a)(iv), if the
activity is a prospective acquisition by the Company, to a period beginning when
the notice of suspension is given to the Stockholder and ending on the earlier
of: (A) the closing of the transaction and the making of all required filings
under the Securities Act or Exchange Act, or (B) the date on which discussions
regarding the acquisition are terminated; and
(iv) under Section 8(a)(iii) or 8(a)(iv), for any
reason other than a prospective acquisition by the Company, to a period
beginning when the notice of suspension is given to the Stockholder and ending
on the earlier of: (A) the disclosure of the activity, or (B) the reason is no
longer operative.
9. EXPENSES. All expenses incurred by the Company in complying with
Sections 6, including, without limitation, all registration and filing fees,
printing expenses, fees and disbursements of counsel and independent public
accountants for the Company, fees and expenses incurred in connection with
complying with state securities or "blue sky" laws, fees of the National
Association of Securities Dealers, Inc., transfer taxes, fees of transfer agents
and registrars, and costs of issuance, but excluding any Selling Expenses, are
called "REGISTRATION EXPENSES". All underwriting discounts (if any) and selling
commissions applicable to the sale of the Shares covered by any registration
statement, as well as all professional service fees incurred by the Stockholder,
are called "SELLING EXPENSES".
All Selling Expenses shall be borne by the Stockholder. The Company
will pay all Registration Expenses in connection with the preparation and filing
of each registration statement. The Company shall not be obligated to pay any
Registration Expenses in connection with the preparation and filing of any
registration statement if such registration statement is withdrawn, delayed or
abandoned for any reason by the Stockholder.
10. INDEMNIFICATION AND CONTRIBUTION.
(a) In connection with the registration of the Shares
under the Securities Act pursuant to Section 6, the Company will indemnify and
hold harmless the Stockholder, each underwriter of such Shares thereunder and
each other person, if any, who controls such underwriter within the meaning of
the Securities Act, against any losses, claims, damages or liabilities, joint or
several, to which such Stockholder, underwriter or controlling person may become
subject under the Securities Act, Exchange Act, state securities laws or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon (i) any untrue statement or
alleged untrue statement of material fact contained in
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the registration statement under which such Shares were registered under the
Securities Act pursuant to Section 6, any preliminary prospectus or final
prospectus contained therein, or any amendment or supplement thereto, (ii) the
omission or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein not misleading or (iii) any violation
by the Company or its agents of any rule or regulation promulgated under the
Securities Act, Exchange Act or state securities laws applicable to the Company
or its agents and relating to action or inaction required of the Company in
connection with such registration, and the Company will reimburse the
Stockholder, each such underwriter and each such controlling person for any
legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action,
PROVIDED, HOWEVER, that the Company will not be liable in any such case if any
to the extent that any such loss, claim, damage or liability arises out of or is
based upon an untrue statement or alleged untrue statement or omission or
alleged omission so made based upon information furnished by the Stockholder,
any such underwriter or any such controlling person.
(b) In connection with the registration of the Shares under
the Securities Act pursuant to Section 6, the Stockholder will indemnify and
hold harmless the Company, each person, if any, who controls the Company within
the meaning of the Securities Act, each officer of the Company who signs such
registration statement, each director of the Company, each underwriter and each
person who controls any underwriter within the meaning of the Securities Act,
against all losses, claims, damages or liabilities, joint or several, to which
the Company or such officer, director, underwriter or controlling person may
become subject under the Securities Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon (i) the failure of the Stockholder to comply with the provisions
of Section 13 herein or (ii) any untrue statement or alleged untrue statement of
any material fact contained in the registration statement, any preliminary
prospectus or final prospectus contained therein, or any amendment or supplement
thereto, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, and will reimburse the Company and each
such officer, director, underwriter and controlling person for any legal or
other expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action, PROVIDED, HOWEVER,
that the Stockholder will be liable hereunder in any such case if and only to
the extent that any such loss, claim, damage or liability arises out of or is
based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in reliance upon and based upon information pertaining to
the Stockholder, furnished by or for the Stockholder.
(c) Promptly after receipt by an indemnified party hereunder
of notice of the commencement of any action, such indemnified party shall, if a
claim in respect thereof is to be made against the indemnifying party hereunder,
notify the indemnifying party in writing thereof, but the omission so to notify
the indemnifying party shall not relieve it from any liability which it may have
to such indemnified party other than under this Section 10 and shall only
relieve it from any liability which it may have to such indemnified party under
this Section 10 if and to the extent the indemnifying party is prejudiced by
such omission. In case any such action shall be brought against any indemnified
party and it shall notify the indemnifying party of the
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commencement thereof, the indemnifying party shall be entitled to participate in
and, to the extent it shall wish, to assume and undertake the defense thereof
with counsel satisfactory to such indemnified party, and, after notice from the
indemnifying party to such indemnified party of its election so to assume and
undertake the defense thereof and the approval by the indemnified party of the
counsel chosen by the indemnifying party, the indemnifying party shall not be
liable to such indemnified party under this Section 10 for any legal expenses
subsequently incurred by such indemnified party in connection with the defense
thereof other than reasonable costs of investigation and of liaison with counsel
so selected, PROVIDED, HOWEVER, that, if the defendants in any such action
include both the indemnified party and the indemnifying party and if the
interests of the indemnified party reasonably may be deemed to conflict with the
interests of the indemnifying party, the indemnified party shall have the right
to select a separate counsel and to assume such legal defenses and otherwise to
participate in the defense of such action, with the expenses and fees of such
separate counsel and other expenses related to such participation to be
reimbursed by the indemnifying party as incurred.
(d) In order to provide for just and equitable
contribution to joint liability in any case in which either (i) the Stockholder
exercises rights under this Agreement and makes a claim for indemnification
pursuant to this Section 10 but it is judicially determined (by the entry of a
final judgment or decree by a court of competent jurisdiction and the expiration
of time to appeal or the denial of the last right of appeal) that such
indemnification may not be enforced in such case notwithstanding the fact that
this Section 10 provides for indemnification in such case, or (ii) contribution
under the Securities Act may be required on the part of the Stockholder in
circumstances for which indemnification is provided under this Section 10; then,
and in each such case, the Company and the Stockholder will contribute to the
aggregate losses, claims, damages or liabilities to which they may be subject
(after contribution from others) in proportion to the relative fault of the
Company, on the one hand, and the Stockholder, on the other hand; PROVIDED,
HOWEVER, that, in any such case, no person or entity guilty of fraudulent
misrepresentation (within the meaning of Section 10(f) of the Securities Act)
will be entitled to contribution from any person or entity who was not guilty of
such fraudulent misrepresentation.
(e) The indemnities provided in this Section 10 shall
survive the transfer of any Shares by the Stockholder.
11. REPORTS UNDER SECURITIES EXCHANGE ACT OF 1934. With a view to
making available to the Stockholder the benefits of Rule 144 promulgated under
the Securities Act and any other rule or regulation thereunder that may at any
time permit the Stockholder to sell securities of the Company to the public
without registration and with a view to maintaining the Company's eligibility to
file a registration statement on Form S-3, the Company agrees to:
(a) make and keep public information available, as those
terms are understood and defined in Rule 144;
(b) maintain registration of its Common Stock under
Section 12 of the Exchange Act;
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(c) use all reasonable efforts to file in a timely manner all
reports and other documents required of the Company under the Securities Act and
the Exchange Act; and
(d) furnish to the Stockholder, so long as the Stockholder
owns any Shares, forthwith upon request: (i) a written statement by the Company
that it has complied with the reporting requirements of Rule 144, (ii) a copy of
the most recent annual or quarterly report of the Company and such other reports
and documents so filed by the Company; and (iii) such other information as may
be reasonably requested in availing the Stockholder of any rule or regulation
under the Securities Act which permits the selling of any such securities
without registration or pursuant to such form.
12. CHANGES IN COMMON STOCK. If, and as often as, there is any
change in the Common Stock by way of a stock split, stock dividend, combination
or reclassification, or through a Acquisition, consolidation, reorganization or
recapitalization, or by any other means, appropriate adjustment shall be made in
the provisions hereof so that the rights and privileges granted hereby shall
continue with respect to the Shares as so changed.
13. STOCKHOLDER'S CONDUCT. With respect to any sale of Shares
covered by a registration statement, the Stockholder understands and agrees as
follows:
(a) The Stockholder will carefully review the information
concerning him contained in any registration statement and will promptly notify
the Company if such information is not complete and accurate in all respects,
including having properly disclosed any position, office or other material
relationship within the past three years with the Company or its affiliates;
(b) The Stockholder agrees to sell Shares only in the manner
set forth in (i) the applicable registration statement (or in compliance with
Section 5 hereof), and (ii) Section 14;
(c) The Stockholder agrees to comply with the
anti-manipulation rules under the Exchange Act in connection with purchases and
sales of securities of the Company during the time any registration statement
remains effective;
(d) The Stockholder agrees to only sell Shares in a
jurisdiction after counsel for the Company has advised that such sale is
permissible under the applicable state securities or "Blue Sky" laws;
(e) The Stockholder agrees to comply with the prospectus
delivery requirements of the Exchange Act;
(f) The Stockholder agrees to promptly notify the Company of
any and all planned sales and completed sales of Shares; and
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(g) The Stockholder agrees to suspend sales during the periods
when sales are to be suspended pursuant to Section 8.
(h) In connection with the registration of the Shares, the
Stockholder will furnish to the Company in writing such information requested by
the Company with respect to himself and the proposed distribution by him as
shall be necessary in order to assure compliance with federal and applicable
state securities laws.
(i) The Stockholder hereby agrees that he will not sell,
exchange, transfer, pledge, dispose or otherwise reduce his or her risk relative
to any Shares owned by him during the period which begins on the date hereof and
ends at such time as the Company publicly announces financial results covering
at least thirty days of combined operations of the Company and SCC. The Company,
at its discretion, may cause stop transfer orders to be placed with its transfer
agent with respect to the certificates representing the Shares, provided that
such stop transfer orders are consistent with the other provisions of this
Agreement.
14. SELLING PROCEDURES.
(a) The Stockholder will notify the Company of his intention
to sell Shares under any registration statement not less than five (5) business
days prior to the expected date of such sale by faxing the "Takedown Request"
attached hereto as EXHIBIT A to:
Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP
000 Xxxx Xxxxxx
Xxxx Xxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attn: Xxxxxxx X. Xxxxxxx, Xx.
Phone: (000) 000-0000
Facsimile: (000) 000-0000
During this period, the Company will review the prospectus to determine if a
suspension pursuant to Section 8 is necessary or appropriate. If the Company
does not notify the Stockholder of a suspension pursuant to Section 8, the
Stockholder may conclude the proposed sale, on the proposed date of sale,
strictly in accordance with the Takedown Request.
(b) The Stockholder will notify the Company of each sale under
any registration statement in accordance with the Takedown Request within 24
hours of the sale by faxing the "Notification of Sale" attached hereto as
EXHIBIT B to:
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Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP
000 Xxxx Xxxxxx
Xxxx Xxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attn: Xxxxxxx X. Xxxxxxx, Xx.
Phone: (000) 000-0000
Facsimile: (000) 000-0000
Based on the information set forth on the Notification of Sale, the Company will
prepare or cause to be prepared the appropriate notifications to its Transfer
Agent to remove the legend described in Section 4 from the Shares so sold.
15. REPRESENTATIONS AND COVENANTS. The Stockholder hereby
represents and warrants to the Company as follows:
(a) THE STOCKHOLDER UNDERSTANDS THAT HIS INVESTMENT IN THE
SHARES INVOLVES RISK.
(b) THE STOCKHOLDER HAS CONSULTED HIS OWN ATTORNEY, ACCOUNTANT
OR INVESTMENT ADVISOR WITH RESPECT TO THE INVESTMENT CONTEMPLATED HEREBY AND ITS
SUITABILITY FOR THE STOCKHOLDER. ANY SPECIFIC ACKNOWLEDGMENT SET FORTH BELOW
WITH RESPECT TO ANY STATEMENT OR INFORMATION FURNISHED TO THE STOCKHOLDER SHALL
NOT BE DEEMED TO LIMIT THE GENERALITY OF THIS REPRESENTATION AND WARRANTY.
(c) The Stockholder understands that he must bear the economic
risk of this investment until such time as the Shares are registered; that the
Shares are not currently registered under the Securities Act, and, therefore,
cannot be resold unless they are subsequently registered under the Securities
Act or unless an exemption from such registration is available; that the
Stockholder is purchasing the Shares with no present view toward resale or other
distribution thereof; and that the Stockholder agrees not to resell or otherwise
dispose of all or any part of the Shares, except as permitted by law, including,
without limitation, any and all applicable provisions of the Acquisition
Agreement and this Agreement and any regulations under the Securities Act and
applicable state securities laws.
(d) The Stockholder has adequate means of providing for his
current needs and personal contingencies and has no need for liquidity in
connection with this investment in the Shares.
(e) The Stockholder has reviewed the information provided to
the Stockholder by the Company pursuant to Clause 7.6 of the Acquisition
Agreement and has consulted with his or her personal legal and financial
advisors in evaluating the merits and risks of the investment in the Shares.
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(f) The Stockholder received an offer concerning the Shares
and first learned of this investment in the state or other jurisdiction listed
in the Stockholder's residence address on the signature page hereto, and intend
that the state securities laws of that state or other jurisdiction alone govern
this transaction.
(g) The Stockholder hereby acknowledges receipt of the
documents described in Clause 7.6 of the Acquisition Agreement, which documents
each Stockholder has reviewed. The Stockholder further acknowledges and warrants
that, prior to the execution of this Agreement, he has had the opportunity to
ask questions and receive answers from the Company concerning the terms and
conditions of the transactions contemplated by the Acquisition Agreement and the
issuance of the Shares, and concerning any of the documents identified above,
and to obtain such additional further information from the Company as he has
deemed necessary to verify the accuracy of the information contained in the
documents identified above or any other information furnished to the
Stockholder.
(h) The Stockholder has been advised that, as of the date
hereof, he may be deemed to be an "affiliate" of SCC, as the term "affiliate" is
used in and for purposes of Accounting Series Releases 130 and 135, as amended,
of the Commission.
(i) The Stockholder understands that the representations,
warranties and covenants set forth herein will be relied upon by the Company,
the stockholders of the Company and their respective counsel and accounting
firms.
(j) The Stockholder hereby represents and warrants that he has
not sold, exchanged, transferred, pledged, disposed or otherwise reduced his or
her risk relative to any shares of SCC owned by him during the 30 day period
preceding the date hereof.
16. MISCELLANEOUS.
(a) All covenants and agreements contained in this Agreement
by or on behalf of any of the parties hereto shall bind and inure to the benefit
of the respective successors and assigns of the parties hereto (including
without limitation transferees of any Shares, PROVIDED, that such transferee
executes a counterpart signature page to this Agreement), whether so expressed
or not.
(b) All notices and other communications which by any
provision of this Agreement are required or permitted to be given shall be given
in writing and shall be (a) mailed by first-class or express mail, postage
prepaid, (b) sent by telex, telegram, telecopy or other form of rapid
transmission, confirmed by mailing (by first class or express mail, postage
prepaid) written confirmation at substantially the same time as such rapid
transmission, or (c) personally delivered to the receiving party (which if other
than an individual shall be an officer or other responsible party of the
receiving party). All such notices and communications shall be mailed, sent or
delivered as follows:
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if to the Company, to:
PAREXEL International Corporation
000 Xxxx Xxxxxx
Xxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxx, Xx.
Senior Vice President and Chief Financial Officer
Telecopy: (000) 000-0000
with a copy to:
Xxxxxxx X. Xxxxxxx, Xx.
Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP
000 Xxxx Xxxxxx
Xxxx Xxxxxx Xxxxx
Xxxxxx, XX 00000
Telecopy: (000) 000-0000
if to the Stockholder, to:
Dr. Arfon Xxxxx Xxxxx and
Dr. Xxxxx Xxxxx
00 Xxxxxxxxx Xxxx
Xxxxxxx
Xxxxxxx, XX00XX
if to any subsequent Stockholder of Shares, to it at such address
as may have been furnished to the Company in writing by such
Stockholder;
or, in any case, at such other address or addresses as shall have been furnished
in writing to the Company (in the case of a Stockholder) or to the Stockholder
(in the case of the Company) in accordance with the provisions of this
paragraph. Notices shall be deemed duly delivered three business days after
being sent by first class mail, postage prepaid, or one business day after being
sent via a reputable nationwide express mail service. Notices delivered via any
other means shall be deemed duly delivered upon actual receipt by the individual
for whom such notice is intended. Any notice delivered to a party hereunder
shall be sent simultaneously, by the same means, to such party's counsel as set
forth above.
(c) This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Massachusetts.
(d) This Agreement may be amended or modified, and provisions
hereof may be waived, with the written consent of the Company and the holders of
at least a majority of the outstanding Shares.
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(e) This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
(f) If any provision of this Agreement shall be held to be
illegal, invalid or unenforceable, such illegality, invalidity or
unenforceability shall attach only to such provision and shall not in any manner
affect or render illegal, invalid or unenforceable any other provision of this
Agreement, and this Agreement shall be carried out as if any such illegal,
invalid or unenforceable provision were not contained herein.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the day and year first above written.
PAREXEL INTERNATIONAL CORPORATION
By: /s/ Xxxxx X. Xxxxxxxx
--------------------------------------------
Name: Xxxxx X. Xxxxxxxx
------------------------------------------
Title: President
-----------------------------------------
/s/ Arfon Xxxxx Xxxxx
------------------------------------------------
Dr. Arfon Xxxxx Xxxxx
/s/ Xxxxx Xxxxx
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Dr. Xxxxx Xxxxx
[You MUST complete pages 14-15 of this Agreement]
