EXHIBIT 4.1
INFORMIX CORPORATION
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "Agreement") is made and entered
into as of October 25, 1995 by and among Informix Corporation, a Delaware
corporation (the "Company"), and each of the holders of the Company's Common
Stock, $.01 par value per share ("Company Common Stock"), set forth in the
Schedule of Stockholders attached as Exhibit A hereto (each, a "Stockholder").
Each of the Stockholders has received Company Common Stock in connection with
the merger of Stanford Technology Group, Inc. ("STG") with a wholly owned
subsidiary of the Company pursuant to an Agreement and Plan of Reorganization
dated as of October 25, 1995 (the "Reorganization Agreement").
That parties hereto, intending legally to be bound, hereby agree as follows:
1. DEFINITIONS. As used in this agreement, the following terms shall have
the meanings ascribed to them below:
(a) "BUSINESS DAY" means any Monday, Tuesday, Wednesday, Thursday or
Friday that is not a day on which national banking institutions are
authorized by law, regulation or executive order to close.
(b) "PROSPECTUS" means the prospectus included in the Registration
Statement, as amended or supplemented by any prospectus supplements with
respect to the terms of the offering of any portion of the Registrable
Securities covered by the Registration Statement, by any other amendments
and prospectus supplements (including post-effective amendments), and by any
material incorporated by reference therein.
(c) "REGISTRABLE SECURITIES" means (i) the shares of Company Common
Stock received by the Stockholders in the amount and as of the date set
forth in the Schedule of Stockholders and (ii) any securities issued or
issuable in respect of or in exchange for any of the shares of Company
Common Stock referred to in clause (i) above by way of a stock dividend or
stock split or in connection with a combination of shares of Company Common
Stock, recapitalization, reclassification, merger, consolidation, or
exchange offer. For purposes of this Agreement, a Registrable Security
ceases to constitute a Registrable Security (i) when such Registrable
Security shall have been effectively registered under the Securities Act and
disposed of pursuant to the Registration Statement (ii) when such
Registrable Security shall have been sold pursuant to Rule 144 (or any
successor provision) under the Securities Act, (iii) when such Registrable
Security shall have been otherwise transferred and a new certificate for
such Registrable Security not bearing a legend restricting further transfer
shall have been delivered by the Company, (iv) on the second anniversary of
the date of original issuance, (v) with respect to a Stockholder, on the
date on which all of such Stockholder's remaining Registrable Securities
could be sold in a single transaction in compliance with Rule 144 under the
Securities Act, or (vi) when such Registrable Security shall have ceased to
be outstanding.
(d) "REGISTRATION STATEMENT" shall mean the applicable registration
statement filed by the Company to effect the registration, qualification or
compliance contemplated herein.
(e) "SECURITIES ACT" shall mean the Securities Act of 1933, as amended.
2. REQUESTED REGISTRATION.
(a) REQUEST FOR REGISTRATION. Subject to the terms of this Agreement,
if at any time after January 1, 1996, the Company shall receive from any
Stockholder or group of Stockholders a
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written request that the Company effect any registration, qualification or
compliance with respect to all or a part of the Registrable Securities, the
anticipated gross offering price of which would exceed $2,000,000, the
Company will:
(i) promptly give written notice of the proposed registration,
qualification or compliance to all other Stockholders; and
(ii) as soon as practicable, use its reasonable best efforts to
effect within 60 days of the receipt of such request such registration,
qualification or compliance (including, without limitation, the execution
of an undertaking to file post-effective amendments, appropriate
qualification under applicable blue sky or other state securities laws
and appropriate compliance with applicable regulations issued under the
Securities Act and any other governmental requirements or regulations) as
may be so requested and as would permit or facilitate the sale and
distribution of all or such portion of such Registrable Securities as are
specified in such request, together with all or such portion of the
Registrable Securities of any Stockholder or Stockholders joining in such
request as are specified in a written request received by the Company
within 15 days after receipt of such written notice from the Company;
PROVIDED, HOWEVER, that the Company shall not be obligated to take any
action to effect any such registration, qualification or compliance pursuant
to this Section:
(A) in any particular jurisdiction in which the Company would be
required to execute a general consent to service of process in effecting
such registration, qualification or compliance unless the Company is
already subject to service in such jurisdiction and except as may be
required by the Securities Act;
(B) prior to 90 days immediately following the effective date of any
registration statement pertaining to securities of the Company (other
than a registration of securities in a Rule 145 transaction or with
respect to an employee benefit plan);
(C) more than once in any six-month period;
(D) after the Company has effected three (3) such registrations
pursuant to this Section, such registrations have been declared or
ordered effective and the securities offered pursuant to such
registrations have been sold; or
(E) prior to the publication of financial results covering at least
thirty (30) days of the combined operations of the Company and STG after
the merger contemplated by the Reorganization Agreement has been
completed, and such publication is in accordance with the requirements of
Accounting Series Release No. 130 of the Securities and Exchange
Commission.
Subject to the foregoing clauses, the Company shall file a Registration
Statement covering the Registrable Securities so requested to be registered
as soon as practicable after receipt of the request or requests of any
Stockholder or Stockholders. If, however, the Company shall furnish to the
Stockholder or Stockholders requesting a Registration Statement pursuant to
this Section a certificate signed by the President or Chief Financial
Officer of the Company stating that in the good faith judgment of such
officer, it would be detrimental to the Company and its stockholders for
such Registration Statement to be filed and it is therefore essential to
defer the filing of such Registration Statement, the Company shall have the
right to defer such filing for a period of not more than 60 days after
receipt of the request of the Stockholder or Stockholders requesting such
registration.
(b) UNDERWRITING. If the Stockholders intend to distribute the
Registrable Securities covered by their request by means of an underwriting,
they shall so advise the Company as a part of their request and the Company
shall include such information in its written notice to the other
Stockholders. The right of any Stockholder to registration pursuant to this
Section shall be conditioned upon such Stockholder's participation in such
underwriting and the inclusion of such
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Stockholder's Registrable Securities in the underwriting to the extent
provided herein. Notwithstanding any other provision of this Section, if the
managing underwriter advises the Stockholders in writing that marketing
factors require a limitation of the number of shares to be underwritten,
then, subject to the provisions of Section 2(a), the Company shall so advise
all Stockholders and the number of shares of Registrable Securities that may
be included in the registration and underwriting shall be allocated among
all Stockholders requesting inclusion in the registration in proportion, as
nearly as practicable, to the respective amounts of Registrable Securities
originally requested by such Stockholders to be included in the Registration
Statement. No Registrable Securities excluded from the underwriting by
reason of the managing underwriter's marketing limitation shall be included
in such registration.
If any Stockholder disapproves of the terms of the underwriting, such
person may elect to withdraw therefrom by written notice to the Company, the
managing underwriter and the other Stockholders. The Registrable Securities
and/or other securities so withdrawn shall also be withdrawn from
registration; provided, however, that if by the withdrawal of such
Registrable Securities a greater number of Registrable Securities held by
other Stockholders may be included in such registration (up to the maximum
of any limitation imposed by the underwriters), then the Company shall offer
to all Stockholders who have included Registrable Securities in the
registration the right to include additional Registrable Securities in the
same proportion used in determining the underwriter limitation in this
Section. If the registration does not become effective due to the withdrawal
of Registrable Securities, then either (1) the Stockholders requesting
registration shall reimburse the Company for expenses incurred in complying
with the request or (2) the aborted registration shall be treated as
effected for purposes of Section 2(a)(D).
3. COMPANY REGISTRATION.
(a) NOTICE OF REGISTRATION. Subject to the terms of this Agreement, if
the Company shall determine to register any shares of its Common Stock,
either for its own account or the account of a security holder or holders
exercising their respective demand registration rights, other than: (A) a
registration relating solely to employee benefit plans; or (B) a
registration relating solely to a transaction pursuant to Rule 145
promulgated under the Securities Act; the Company will:
(i) promptly give to each Stockholder written notice thereof; and
(ii) include in such registration (and any related qualification
under blue sky laws or other compliance), and in any underwriting
involved therein, all the Registrable Securities specified in a written
request or requests, made within 10 days after receipt of such written
notice from the Company, by any Stockholder or Stockholders;
(b) NOTICE OF UNDERWRITING. If the registration of which the Company
gives notice is for a registered public offering involving an underwriting,
the Company shall so advise the Stockholders as a part of the written notice
given pursuant to Section 3(a). In such event, the right of any Stockholder
to registration shall be conditioned upon such underwriting and the
inclusion of the Registrable Securities held by such Stockholder in such
underwriting to the extent provided in this Section 3. All Stockholders
proposing to distribute their Registrable Securities through such
underwriting (together with the Company and the other stockholders
distributing their securities through such underwriting) shall enter into an
underwriting agreement with the Underwriter's Representative for such
offering. The Stockholders shall have no right to participate in the
selection of the underwriters for an offering pursuant to this Section 3.
(c) UNDERWRITER'S REPRESENTATIVE. Notwithstanding any other provision
of this Section, if the Underwriter's Representative determines that
marketing factors require a limitation of the number of shares of Company
Common Stock to be underwritten, the Underwriter's Representative may limit
(or exclude altogether) the number of Registrable Securities to be included
in the registration and underwriting. In such event, the Company shall also
advise all Stockholders of Registrable Securities which would otherwise be
registered and underwritten pursuant hereto,
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and the number of shares of Registrable Securities that may be included in
the registration and underwriting shall be allocated among the Stockholders
in proportion, as nearly as practicable, to the respective amounts of
Registrable Securities held by such Stockholder. If any Stockholder
disapproves of the terms of any such underwriting, such Stockholder may
elect to withdraw therefrom by written notice to the Company and the
Underwriter's Representative. Any Registrable Securities excluded or
withdrawn from such underwriting shall be withdrawn from such registration.
(d) RIGHT TO TERMINATE REGISTRATION. The Company shall have the right
to terminate or withdraw any registration initiated by it under this Section
prior to the effectiveness of such registration whether or not any
Stockholder has elected to include securities in such registration.
4. REGISTRATION PROCEDURES.
(a) COMPANY PROCEDURES. In connection with the Company's registration
obligations pursuant to Section 2, the Company shall not be required to
maintain and keep any such registration under the Securities Act effective
for a period equal to the shorter of thirty (30) days or that time
reasonably necessary to permit the disposition of the Registrable Securities
subject to such registration. Subject to such limitation, in connection with
the Company's registration obligations pursuant to Sections 2 and 3, the
Company shall:
(i) keep each of the Stockholders whose Registrable Securities are
included in any registration advised as to the initiation and completion
of such registration;
(ii) deliver to each Stockholder, without charge, as many copies of
the then-effective Prospectus covering such Registrable Securities and
any amendments or supplements thereto as such Stockholder may reasonably
request;
(iii) cooperate with the Stockholders to facilitate the timely
preparation and delivery of certificates representing Registrable
Securities to be sold; and
(iv) prepare and file, if necessary, a post-effective amendment or
supplement to the Registration Statement or the related Prospectus(es) or
any document incorporated therein by reference or file any other required
document so that such Registration Statement and Prospectus will not
thereafter contain an untrue statement of a material fact or omit to
state any material fact necessary to make the statements therein not
misleading.
(b) STOCKHOLDER PROCEDURES.
(i) The Company may require each Stockholder to furnish to the
Company in writing such information regarding such Stockholder and the
distribution of such Registrable Securities as the Company may from time
to time reasonably request in writing.
(ii) Each Stockholder agrees to use its reasonable best efforts to
cooperate with the Company in connection with the preparation and filing
of a Registration Statement.
5. REGISTRATION EXPENSES. All Registration Expenses (defined below)
incident to a registration of Registrable Securities pursuant to Section 2 and
Section 3 of this Agreement shall be borne by the Company. Registration Expenses
shall include all registration and filing fees, fees and expenses of compliance
with securities or blue sky laws (including fees and disbursements of counsel in
connection with blue sky qualifications or registrations (or the obtaining of
exemptions therefrom) of the Registrable Securities), printing expenses
(including expenses of printing Prospectuses), messenger and delivery expenses,
internal expenses (including, without limitation, all salaries and expenses of
the Company's officers and employees performing legal or accounting duties),
fees and disbursements of the Company's counsel and its independent certified
public accountants, securities acts liability insurance (if the Company elects
to obtain such insurance), reasonable fees and expenses of any
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special experts retained by the Company in connection with any registration
hereunder, and reasonable fees of a single special counsel to the Stockholders
(all such expenses being herein referred to as "Registration Expenses");
PROVIDED, HOWEVER, that Registration Expenses shall not include any sales or
underwriting discounts, commissions or fees attributable to the sale of the
Registrable Securities.
6. INDEMNIFICATION; CONTRIBUTION.
(a) INDEMNIFICATION BY THE COMPANY. The Company shall indemnify and
hold harmless, to the full extent permitted by law, each Stockholder, and
each person who controls (within the meaning of the Securities Act) the
Stockholder and his respective representatives and agents, against all
losses, claims, damages, liabilities and expenses (including reasonable
costs of investigation and legal expenses) under the Securities Act, the
Exchange Act, applicable state securities law, common law or otherwise
resulting from or based upon any untrue or alleged untrue statement of a
material fact0 contained in the Registration Statements, any related
Prospectus, or any amendment or supplement thereto, or any omission or
alleged omission of a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading, except in each case insofar as
the same arises out of or is based upon an untrue statement or alleged
untrue statement of a material fact or an omission or alleged omission to
state a material fact in such Registration Statement, Prospectus, amendment
or supplement, as the case may be, made or omitted, as the case may be, in
reliance upon and in conformity with written information furnished to the
Company by such Stockholder expressly for use therein, and will reimburse
each Stockholder, each such controlling person and his respective
representatives and agents for any legal and other expenses reasonably
incurred as such expenses are incurred by such Stockholder, each such
controlling person and his respective representatives and agents in
connection with investigating, defending, settling, compromising or payment
any such loss, claim, damages, liability or expense; provided, however, that
the Company will not be liable to any such person or entity with respect to
any such untrue statement or omission or alleged untrue statement or
omission made in any preliminary prospectus that is corrected in the final
prospectus filed with the Commission pursuant to Rule 424(b) promulgated
under the Securities Act (or any amendment or supplement to such prospectus)
if the person asserting any such loss, claim, damage, liability or expense
purchased securities but was not sent or given a copy of the prospectus (as
amended or supplemented) at or prior to the written confirmation of the sale
of such securities to such person in any case where such delivery of the
prospectus (as amended or supplemented) is required by the Securities Act,
unless such failure to deliver the prospectus (as amended or supplemented)
was a result of the Company's failure to provide such prospectus (as amended
or supplemented). This indemnity is in addition to any liability that the
Company may otherwise have.
(b) INDEMNIFICATION BY THE HOLDERS. Each Stockholder shall, if
Registrable Securities are included in a registration effected pursuant to
this Agreement, indemnify and hold harmless, to the full extent permitted by
law, the Company, its respective officers, directors, employees,
representatives and agents, and each person who controls (within the meaning
of the Securities Act) the Company, against all losses, claims, damages,
liabilities and expenses (including reasonable costs of investigation and
legal expenses) under the Securities Act, the Exchange Act, applicable state
securities law, common law or otherwise resulting from or based upon any
untrue and alleged untrue statement of a material fact contained in any
Registration Statement, any Prospectus, or any amendment or supplement
thereto, or any omission or alleged omission of a material fact required to
be stated therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading, to the extent
the same arises out of or is based upon an untrue statement or alleged
untrue statement of a material fact or an omission or alleged omission to
state a material fact in such Registration Statement, Prospectus, amendment
or supplement, as the case may be, made or omitted, as the case may be, in
reliance upon and in conformity with written information furnished to the
Company by such Stockholder expressly for use therein, and will reimburse
the Company, its respective officers, directors,
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employees, representatives and agents, and each person who controls (within
the meaning of the Securities Act) the Company, for any legal and other
expenses reasonably incurred as such expenses are incurred by the Company
and each such controlling person in connection with investigating,
defending, settling, compromising or paying any such loss, claim, damage,
liability or expense; provided, however, that the obligations of the
Stockholders hereunder shall be limited to an amount equal to the gross
proceeds before expenses and commissions to each such Stockholder of
Registrable Securities sold as contemplated herein. This indemnity is in
addition to any liability that such Stockholder may otherwise have.
(c) CONDUCT OF INDEMNIFICATION PROCEEDINGS. Each party entitled to
indemnification under this Section 6 (the "Indemnified Party") shall give
notice to the party required to provide indemnification (the "Indemnifying
Party") promptly after such Indemnified Party has actual knowledge of any
claim as to which indemnity may be sought, and shall permit the Indemnifying
Party to assume the defense of any such claim or any litigation resulting
therefrom; provided, that counsel for the Indemnifying Party, who will
conduct the defense of such claim or litigation, is approved by the
Indemnified Party (whose approval will not be unreasonably withheld or
delayed); and provided, further, that the failure of any Indemnified Party
to give notice as provided herein shall not relieve the Indemnifying Party
of its obligations except to the extent that its defense of the claim or
litigation involved is prejudiced by such failure. The Indemnified Party may
participate in such defense at such party's expense; provided, however, that
the Indemnifying Party shall pay such expense if representation of such
Indemnified Party by the counsel retained by the Indemnifying Party would be
inappropriate due to actual or potential conflicts of interest between the
Indemnified Party and any other party represented by such counsel in such
proceeding. No Indemnifying Party, in the defense of any such claim or
litigation, shall, except with the consent of each Indemnified Party,
consent to entry of any judgment or enter into any settlement that does not
include as an unconditional term thereof the giving by the claimant or
plaintiff to such Indemnified Party of a release from all liability in
respect of any claim or litigation, and no Indemnified Party will consent to
entry of any judgment or settle any claim or litigation without the prior
written consent of the Indemnifying Party. Each Indemnified Party shall
furnish such information regarding himself or itself and the claim in
question as the Indemnifying Party may reasonably request and as shall be
reasonably required in connection with the defense of such claim and
litigation resulting therefrom.
(d) CONTRIBUTION.
(i) If for any reason the indemnification provided for in this
Section 5 from an Indemnifying Party, although otherwise applicable by
its terms, is determined by a court of competent jurisdiction to be
unavailable to an Indemnified Party hereunder, then the Indemnifying
Party, in lieu of indemnifying such Indemnified Party, shall contribute
to the amount paid or payable by such Indemnified Parties as a result of
such losses, claims, damages, liabilities or expenses in such proportion
as is appropriate to reflect the relative fault of an Indemnifying Party
and Indemnified Parties in connection with the actions that resulted in
such losses, claims, damages, liabilities or expenses, as well as any
other relevant equitable considerations. The relative fault of the
Indemnifying Party and Indemnified parties shall be determined by
reference to, among other things, whether any action in question,
including any untrue or alleged untrue statement of a material fact, has
been made by, or relates to information supplied by, an Indemnified Party
or Indemnified Parties, and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such action.
The amount paid or payable by a party as a result of the losses, claims,
damages, liabilities and expenses referred to above shall be deemed to
include, subject to the limitations set forth in Section 6(c), any legal
or other fees or expenses reasonably incurred by such party in connection
with any investigation or proceeding.
(ii) The parties hereto agree that it would not be just and equitable
if contribution pursuant to this Section 6(d) were determined by pro rata
allocation or by any other method
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of allocation that does not take account of the equitable considerations
referred to in the immediately preceding paragraph. No Person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person who was
not guilty of such fraudulent misrepresentation.
7. SUBSEQUENT REGISTRATION RIGHTS. In connection with any requested
registration effected pursuant to Section 2 above, the Company shall be entitled
to grant to any holder or prospective holder of any securities of the Company
the right to include such securities in such registration; provided, however,
that the inclusion of such securities in any such registration that is
underwritten shall be limited or excluded altogether if the managing underwriter
advises the Company in writing that marketing factors require such a limitation
or exclusion. The rights of such holders or prospective holders to include such
securities in such registration where the managing underwriters does accept such
inclusion shall be subordinate to the rights of any Stockholder or Stockholders.
8. TRANSFER OF RIGHTS. Provided that the Company is given prior written
notice of such assignment, the rights granted hereunder to cause the Company to
register securities may be assigned to (i) a transferee who acquires at least
1,000 shares of Registrable Securities and (ii) any affiliate or constituent
partner or stockholder of a Stockholder.
9. MISCELLANEOUS.
(a) SPECIFIC PERFORMANCE. The parties hereto agree that irreparable
damage would occur in the event any of the provisions of this Agreement were
not to be performed in accordance with the terms hereof and that the parties
shall be entitled to specific performance of the terms hereof, in addition
to any other remedy at law or in equity.
(b) AMENDMENTS AND WAIVERS. Except as otherwise provided herein, the
provisions of this Agreement may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given unless the Company shall have obtained the prior written consent of
the Stockholders holding 50% of the securities at the time constituting
Registrable Securities.
(c) NOTICES. All notices, requests, waivers, releases, consents, and
other communications required or permitted by this Agreement (collectively,
"Notices") shall be in writing. Notices shall be deemed sufficiently given
for all purposes under this Agreement when delivered in person, when
dispatched by telegram or (upon written confirmation of receipt) by
electronic facsimile transmission or (upon written confirmation of receipt),
when dispatched by a nationally recognized overnight courier service, or
five Business Days after being deposited in the mail, postage prepaid, if
mailed. all Notices shall be delivered as follows:
(i) if to a Stockholder, at the address indicated on the signature
pages to this Agreement;
(ii) if to the Company, at:
Informix Software, Inc.
0000 Xxxxxxxx Xxxxx
Xxxxx Xxxx, Xxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxx, Esq.
with a copy to:
Wilson, Sonsini, Xxxxxxxx & Xxxxxx
000 Xxxx Xxxx Xxxx
Xxxx Xxxx, Xxxxxxxxxx 00000-0000
Attention: Xxxxxxx X. Xxxxxx, Esq.
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(iii) if to a Stockholder, with a copy to:
Cooley, Godward, Xxxxxx, Xxxxxxxxx & Xxxxx
Five Palo Alto Square
0000 Xx Xxxxxx Xxxx
Xxxx Xxxx, Xxxxxxxxxx 00000-0000
Attention: Xxxxxxx X. Xxxxx, Esq.
(d) SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
shall inure to the benefit of the Company and each Stockholder, their
respective successors, heirs, legal representatives, and with respect to
Stockholders, their assignees, including without limitation all partners and
stockholders in the event of a distribution of the Registrable Securities by
such Stockholders.
(e) COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by the parties in separate counterparts, each of which when
so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
(f) HEADINGS; CONSTRUCTION. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof. Unless the context otherwise requires, all references to
Sections are to Sections of this Agreement, "or" is inclusively disjunctive,
and words in the singular include the plural and vice versa. In computing
any period of time specified in this Agreement or in any Notices, the date
of the act or event from which such period of time is to be measured shall
be included, any such period shall expire at 5:00 p.m., San Francisco time,
on the last day of such period, and any such period denominated in months
shall expire on the date in the last month of such period that has the same
numerical designation as the date of the act or event from which such period
is to be measured; provided, however, that if there is not date in the last
month of such period that has the same numerical designation as of the date
of such act or event, such period shall expire on the last day of the last
month of such period.
(g) GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the internal laws of the State of California, without
regard to the principles of conflicts of laws thereof.
(h) SEVERABILITY. If one or more of the provisions hereof, or the
applicable thereof in any circumstance, is held invalid, illegal or
unenforceable in any respect, for any reason, the validity, legality and
enforceability of the remaining provisions hereof shall not be in any way
affected or impaired thereby, and the provisions held to be invalid, illegal
or unenforceable shall be reformed to the minimum extent necessary, and in a
manner as consistent with the purposes thereof as is practicable, so as to
render it valid, legal and enforceable.
(i) ENTIRE AGREEMENT. This Agreement is intended by the parties hereto
to be a final expression thereof and is intended to be a complete and
exclusive statement of the agreement and understanding of such parties in
respect of the subject matter contained herein. This Agreement supersedes
all prior agreements and understandings among the Company and any
Stockholders with respect to such subject matter; provided, however, that
the restrictions described herein are in addition to, and not in limitation
of, any other restrictions that may be applicable to each of the
Stockholders, including, without limitation, (i) any restrictions applicable
under the agreements from affiliates of STG dated October 25, 1995, executed
by certain of stockholders and affiliates of STG and (ii) any restrictions
applicable to officers and directors generally under policies of the Company
(including, without limitation, policies relating to executive officers of
the Company in connection with Section (16)(a) of the Exchange Act).
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first above written.
"COMPANY" INFORMIX CORPORATION
By: ___________________________________
Name: _________________________________
Title: ________________________________
"STOCKHOLDERS"
______________________________________
Signature
______________________________________
Print Name
[REGISTRATION RIGHTS AGREEMENT SIGNATURE PAGE]
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EXHIBIT A
SCHEDULE OF STOCKHOLDERS
Xxxxxxxx Xxxxx
Xxxxx Xxxxxxxxx
Xxxxxx Xxxxxxxxx
Hummer Winblad Technology Funds II, L.P.
Hummer Winblad Venture Partners II, L.P.
Sequoia Capital VI
Sequoia Technology Partners VI
Xxxxxx Xxxxxx
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