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EXHIBIT 99.1
[Excerpted from Share Exchange Agreement dated as of February 25, 1998
between Aspen Technology, Inc. and Stockholders of Cimtech S.A./N.V.]
5.9. REGISTRATION OF EXCHANGED SHARES.
a. HOLDERS AND INITIAL HOLDERS. The rights to registration of shares
under this section are for the Stockholders 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 Stockholder or its successor-in-interest
transfers any of the Registrable Securities (as defined in paragraph
(b) of this section) initially issued to such Stockholder and
(iii) any other person or persons to whom a Stockholder transfers
all or substantially all of the Registrable Securities initially
issued to such Stockholder, which family member, trust, affiliate or
person described in clause (ii) or (iii) is registered on the books
of AspenTech (together with the Stockholders, 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, the Reserved
Shares (but only after delivery thereof to the Derivative Rights
Holders in accordance with Section 2.1.b) and any other securities
issued by AspenTech in exchange for any of the Exchanged Shares and
Reserved 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 (C) 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
Cimtech and (ii) keep the Shelf Registration continuously effective
for a period (the "Shelf Registration Period") of ninety (90) days
after the date on which the Shelf
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Registration is declared effective by the Commission (or such
shorter period that will terminate when all Registrable Securities
covered by the Shelf Registration have been sold), provided that
AspenTech may terminate the effectiveness of the Shelf Registration
upon a finding in good faith by AspenTech board of directors that
continuation 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.
(d) EXPENSES. AspenTech shall pay all expenses incident to its
performance of or compliance with this Section 5.9, regardless of
whether such registration becomes effective, including (i) all
Commission, stock exchange or market registration and filing fees,
(ii) all fees and expenses incurred in complying with securities or
"blue sky" laws (including reasonable fees and disbursements of
counsel in connection with "blue sky" qualifications of the
Registrable Securities), (iii) all printing, messenger and delivery
expenses, (iv) all fees and disbursements of AspenTech's independent
public accounts and counsel 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 terms of
this Agreement.
[For purposes of the foregoing Section 5.9, the following terms have the
indicated meanings:
"Aspen Common" means common stock, $.10 par value, of AspenTech.
"AspenTech" means Aspen Technology, Inc.
"Cimtech" means Cimtech S.A./N.V.
"Derivative Rights Holders" means certain persons identified as holders of
convertible debentures, options, warrants or other rights to shares of Cimtech.
"Exchanged Shares" means 118,299 shares of Aspen Common exchanged for previously
outstanding shares of capital stock of Cimtech.
"Reserved Shares" means 7,993 shares of Aspen Common reserved for issuances upon
convertible debentures held by a former stockholder of Cimtech.
"Securities Act" means the Securities Act of 1933, as amended.
"Stockholders" means the former stockholders of Cimtech.]
