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EXHIBIT 99.1
[Excerpted from Share Exchange Agreement dated as of March 16, 1998
between Aspen Technology, Inc. and The Shareholders of Zyqad Limited]
5.8. Registration of Exchanged Shares.
a. Holders and Initial Holders. The rights to registration of shares
under this section are for the Shareholders, and the Derivative
Rights Holders to the extent they are entitled to registration as
set forth in Section 2.2, and any of their respective (i)
successors-in-interest, (ii) family members, trusts wholly or
principally for the benefit of family members and affiliates to whom
a Shareholder or Derivative Rights Holder or its
successor-in-interest transfers any of the Registrable Securities
(as defined in paragraph (b) of this section) initially issued to
such Shareholder or Derivative Rights Holder and (iii) any other
person or persons to whom a Shareholder or Derivative Rights Holder
transfers all or substantially all of the Registrable Securities
initially issued to such Shareholder or Derivative Rights Holder,
which family member, trust, affiliate or person described in clause
(ii) or (iii) is registered on the books of AspenTech (together with
the Shareholders, Derivative Rights Holder such successors-in-
interest, family members, trusts, affiliates and other persons are
hereinafter sometimes referred to as the "Holders").
b. Securities Subject to this Section. The securities entitled to the
benefits of this section are the Exchanged Shares, and the
Derivative Rights Shares if the converted AT Derivative Rights are
exercised prior to registration of the Exchanged Shares hereunder,
and any other securities issued by AspenTech in exchange for any of
the Exchanged Shares (collectively the "Registrable Securities")
but, with respect to any particular Registrable Security, only so
long as it continues to be a Registrable Security. Registrable
Securities shall include any securities issued as a dividend or
distribution on account of Registrable Securities or resulting from
a subdivision of the outstanding shares of Registrable Securities
into a greater number of shares (by reclassification, stock split or
otherwise). For the purposes of this Agreement a security that was
at one time a Registrable Security shall cease to be a Registrable
Security when (i) such security has been effectively registered
under the Securities Act and has been disposed of pursuant to such
registration statement, (ii) such security is or can be distributed
to the public pursuant to Rule 144 (or any similar provision then in
force) under the Securities Act, (iii) such security has been
otherwise transferred and (A) AspenTech has delivered a new
certificate or other evidence of ownership not bearing the legend
set forth on the Exchanged Shares upon the initial issuance thereof
(or other legend of similar import) and (B) in the opinion of
counsel to AspenTech, the subsequent disposition of such security
shall not require the registration or qualification under the
Securities Act or [(iv)] such security has ceased to be outstanding.
c. Shelf Registration. AspenTech agrees that it shall cause to be filed
a registration statement (the "Shelf Registration") on Form S-3 or
any other appropriate form under the Securities Act for an offering
to be made on a delayed or continuous basis pursuant to Rule 415
thereunder or any similar rule that may be adopted by the Securities
and Exchange Commission (the "Commission") and permitting sales in
ordinary course brokerage or dealer transactions not involving an
underwritten public offering (and shall register or qualify the
shares to be sold in such offering under such other securities or
"blue sky" laws as would reasonably be required) covering the entire
issue of Registrable Securities and such other shares of Aspen
Common as may be included pursuant to registration rights of other
holders of Aspen Common. AspenTech shall use its best efforts to (i)
cause the Shelf Registration to be declared effective by the
Commission on, or as soon as practicable after, the date on which
AspenTech first publishes financial results covering at least thirty
days of post-acquisition combined operations of AspenTech and Zyqad
and (ii) keep the Shelf Registration continuously effective (and
register or qualify the shares to be sold in such offering under
such other securities or "blue sky" laws as would be required for a
period (the "Shelf Registration Period") of ninety (90) days after
the date on which the Shelf Registration is declared effective by
the Commission (or such shorter period that will terminate
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when all Registrable Securities covered by the Shelf Registration
have been sold), provided that AspenTech may terminate the
effectiveness of the Shelf Registration or delay registration of the
Shelf Registration upon a finding in good faith by AspenTech board
of directors that continuation or registration would be
significantly disadvantageous to AspenTech because AspenTech would
be required to disclose in such registration statement, either
directly or through incorporation by reference, non-public
information that it would not otherwise be obligated to disclose at
such time). AspenTech agrees, if necessary, to supplement or make
amendments to the Shelf Registration, if required by the
registration form used by AspenTech for the Shelf Registration or by
the instructions applicable to such registration form or by the
Securities Act or the rules or regulations thereunder.
d. Expenses. AspenTech shall pay all expenses incident to its
performance of or compliance with this Section 5.8, regardless of
whether such registration becomes effective, including (i) all
Commission, stock exchange or market registration and filing fees,
(ii) all printing, messenger and delivery expenses, (iii) all fees
and disbursements of AspenTech's independent public accountants and
counsel, (iv) all expenses incurred in registering the Exchanged
Shares, and if applicable the Derivative Rights Shares, under any
applicable state securities or "blue sky" laws, and (v) all fees and
expenses of any special experts retained by AspenTech in connection
with any registration pursuant to the terms of this Agreement;
provided, however, that the Holders shall be liable for (A) any fees
or commissions of brokers, dealers or underwriters, (B) any transfer
taxes and (C) any fees or expenses of consultants, financial
advisors, counsel and other professionals acting on behalf of the
Holders in connection with any registration pursuant to the tenets
of this Agreement.
e. Rule 144. AspenTech covenants that it shall use its best efforts to
file the reports required to be filed by it under the Securities
Exchange Act of 1934, as amended, and the rules and regulations of
the Commission thereunder, and it shall, if feasible, take such
further action as any Holder may reasonable request all to the
extent required from time to time to enable such Holder to sell
shares of Aspen Common which were formerly Registrable Securities
without registration under the Securities Act within the limitation
of the exemptions provided by (a) Rule 144 under the Securities Act,
as such Rule may be amended from time to time or (b) any similar
rules or regulations hereafter adopted by the Commission; provided
that nothing herein shall obligate AspenTech to disclose non-public
information that it would not otherwise be obligated to disclose at
such time.
[For purposes of the foregoing Section 5.8, the following terms have the
indicated meanings:
"Aspen Common" means common stock, $.10 par value, of AspenTech.
"AspenTech" means Aspen Technology, Inc.
"AT Derivative Rights" means convertible debentures, options, warrants or other
rights to Aspen Common.
"Derivative Rights Holders" means certain persons identified as holders of
convertible debentures, options, warrants or other rights to shares of Zyqad
Limited.
"Exchanged Shares" means 171,337 shares of Aspen Common exchanged for previously
outstanding shares of capital stock of Zyqad Limited.
"Securities Act" means the Securities Act of 1933, as amended.
"Shareholders" means the former shareholders of Zyqad Limited.
"Zyqad" means Zyqad Limited.]
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