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EXHIBIT 10.08
STOCK PURCHASE AGREEMENT
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THIS STOCK PURCHASE AGREEMENT, dated as of September 8, 1993 (this
"Agreement"), is made by and among OneSource Holding Corporation, a Delaware
corporation (the "Company"), and the Persons set forth on the "Schedule of
Purchasers" attached hereto (hereinafter referred to collectively as the
"Purchasers" and individually as a "Purchaser"). The Purchasers will purchase,
severally and not jointly, the number of shares listed on the "Schedule of
Purchasers" attached hereto. Except as otherwise indicated, capitalized terms
used herein are defined in Section 6 hereof.
Pursuant to a Stock Purchase Agreement, dated as of August 3, 1993
(the "Acquisition Agreement"), between Lotus Development Corporation, a Delaware
corporation ("Lotus"), Datext, Inc.., a Delaware corporation ("Datext"), and the
Company, the Company will purchase all of the outstanding capital stock of
Datext.
The purchase and sale of common stock contemplated by this Agreement
will be consummated contemporaneously with the consummation of the Acquisition
pursuant to the terms of the Acquisition Agreement.
The parties hereto agree as follows:
Section 1. AUTHORIZATION OF COMMON STOCK. The Company will authorize
the issuance and sale to the Purchasers of:
(i) 81,000 shares of the Company's Class P Common Stock, par value
$.01 per share (the "Class P Common"), for a purchase price of $40.00 per share;
and
(ii) 729,000 shares of the Company's Common Stock, par value $.01 per
share (the "Common"), for a purchase price of $0.49 per share.
The Class P Common and the Common are hereinafter sometimes referred
to collectively, as the "Common Stock."
Section 2. PURCHASE AND SALE OF COMMON STOCK.
2A. PURCHASE AND SALE. The Company will sell to each Purchaser, and,
subject to the terms and conditions set forth herein, each Purchaser will
purchase from the Company, the Common Stock set forth beside such Purchaser's
name on the Schedule of Purchasers, at the purchase price per share as set forth
in Section 1 above. The sale to and purchase by each Purchaser of the securities
to be purchased by such Purchaser hereunder will constitute a separate sale and
purchase.
2B. THE CLOSING. The Closing of the separate sales and purchases of
the Common Stock (the "Closing") will take place at the offices of Xxxxxxxx &
Xxxxx, 000 Xxxx Xxxxxxxx
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Xxxxx, Xxxxxxx, Xxxxxxxx 00000 at 10:00 a.m. on September - , 1993 (the "Closing
Date") , or at such other place or on such other date as may be mutually
agreeable to the Company and the Purchasers-. At the Closing, the Company will
deliver to each Purchaser a certificate or certificates evidencing the number of
shares of each class of Common Stock to be purchased by such Purchaser,
registered in such name as such Purchaser shall designate, against payment of
the purchase price therefor by delivery of a cashier's or certified check or
checks of immediately available funds or by wire transfer to a bank account
designated by the Company.
2C. CLOSING FEE. At the Closing, the Company or Datext will pay to
each of Information Partners Capital Fund, L.P. and Xxxxxxx Xxxxx Venture
Partners III Limited Partnership a fee in the amount of $150,000 and $100,000,
respectively, relating principally to their services in arranging the
acquisition of Datext pursuant to the Acquisition Agreement (the "Closing Fees")
.
Section 3. RESTRICTIONS ON TRANSFERS.
3A. RESTRICTIONS. Subject to the Stockholders Agreement, Restricted
Securities are transferable pursuant to (:L) -,public-offerings registered under
the Securities Act, (ii) Rule 144 or Rule 144A of the Securities and Exchange
Commission (or any similar rule then in force) if such rule is available, and
(iii) subject to the conditions specified in paragraph 3B below, any other
legally available means of transfer pursuant to the Securities Act.
3B. PROCEDURE FOR TRANSFER. In connection with the transfer of any
Restricted Securities (other than a transfer referred to in clauses (i) or (ii)
of paragraph 3A above) , the holder thereof will deliver written notice to the
Company describing in reasonable detail the transfer or proposed transfer,
together with an opinion of Xxxxxxxx & Xxxxx or other counsel which (to- the
Company's reasonable satisfaction) is knowledgeable in securities law matters to
the effect that such transfer of Restricted Securities may be effected without
registration of such Restricted Securities under the Securities Act. In
addition, if the holder of such Restricted Securities delivers to the Company an
opinion of such counsel that no subsequent transfer of such Restricted
Securities will require registration under the Securities Act, the Company will
promptly upon such contemplated transfer deliver new certificates for such
Restricted Securities which do not bear the Securities Act Legend set forth in
paragraph 5A below. If the Company is not required to deliver new certificates
for such Restricted Securities not bearing such legend, the holder thereof will
not transfer the same until the prospective transferee has confirmed to the
Company in writing its agreement to be bound by the conditions contained in this
paragraph and paragraph 5A.
3C. TRANSFEREES. Upon request of any Purchaser, the company shall
promptly supply to such Purchaser or its prospective transferees all information
regarding the Company required to be delivered in connection with a transfer
pursuant to Rule 144A of the Securities and Exchange Commission.
Section 4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
hereby represents and warrants to the Purchasers that as of the Closing:
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4A. ORGANIZATION, ETC. The Company is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware.
The Company has all requisite corporate power and authority to carry on its
businesses as now conducted and presently proposed to be conducted and to carry
out the transactions contemplated by this- Agreement.
4B. CAPITAL STOCK AND RELATED MATTERS.
(i) As of the Closing hereunder, (a) the authorized capital stock of
the company will consist of 100, 000 shares of Class P Common and 1,500,000
shares of Common and (b) the Company will have issued, and there will be
outstanding, 81,000 shares of Class P Common and 729,000 shares of Common.
(ii) As of the Closing hereunder, the Company will not have
outstanding any stock or securities convertible or exchangeable for any shares
of its capital stock, nor will it have outstanding any rights or options to
subscribe for or to purchase any capital stock or any stock or securities
convertible into or exchangeable for any capital stock, except pursuant to the
Warrants and except pursuant to the Management Agreements. As of the Closing,
all of the outstanding shares of the Company's capital stock will have been duly
authorized, and upon payment therefor will be validly issued and will be fully
paid and nonassessable.
4C. AUTHORIZATION; NO BREACH. The execution, delivery and-performance
of this Agreement, the stockholders Agreement, the Registration Agreement and
all other agreements and transactions contemplated hereby and thereby have been
duly authorized by the Company. This Agreement, the Registration Agreement and
the Stockholders Agreement each constitutes a valid and binding obligation of
the Company enforceable in accordance with its terms,, subject to the
availability of equitable remedies and to the laws of bankruptcy and other
similar laws affecting creditors' rights generally. The execution and delivery
by the company of this Agreement, the Stockholders Agreement, the Registration
Agreement and all other agreements and instruments contemplated hereby to b(
executed by the Company, and the offering, sale and issuance of the Common Stock
hereunder, do not and will not (i) conflict with or result in a breach of the
terms, conditions or provisions of , (ii) constitute a default under, (iii)
result in the creation of any lien, security interest, charge or encumbrance
upon the Company's capital stock or assets pursuant to, (iv) give any third
party the right to accelerate any obligation under, (v) result in a violation
of, or (vi) require any authorization, consent, approval, exemption or other
action by or notice to any court or administrative or governmental body (other
than in connection with certain state and federal securities laws) pursuant to,
the Company's certificate of incorporation or bylaws, or any law, statute, rule,
regulation, instrument, order, judgment or decree to which the Company is
subject or any agreement or instrument to which the Company is a party.
4D. CONDUCT OF BUSINESS; LIABILITIES. The Company has not conducted
any business, incurred any expenses, obligations or liabilities (whether
accrued, absolute, contingent, unliquidated or otherwise, whether or not known
to the Company and whether due or to become due) , entered into any contracts or
agreements, except in connection with the consummation
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of the transactions contemplated by this Agreement, the Acquisition Agreement
and the transactions relating to the financing thereof, or violated any laws or
governmental rules or regulations.
Section 5. PURCHASERS' REPRESENTATIONS AND WARRANTIES
5A. PURCHASER'S INVESTMENT REPRESENTATIONS. Each Purchaser hereby
represents that it is acquiring the Restricted Securities purchased hereunder or
acquired pursuant hereto for its own account with the present intention of
holding such securities for investment purposes and that it has no intention of
selling such securities in a public distribution in violation of the federal
securities laws or any applicable state securities laws; provided that nothing
contained herein will prevent any Purchaser and the subsequent holders of
Restricted Securities from transferring such securities in compliance with the
provisions of Section 3 hereof and in compliance with the provisions of the
Stockholders Agreement. Each certificate for Restricted Securities will be
imprinted with a legend in substantially the following form (the "Securities Act
Legend"):
"The securities represented by this certificate were originally issued
on September 1 1993, and have not been registered under the Securities
Act of 1933, as amended (the "Act"). The transfer of such securities
is subject to the conditions specified in the Stock Purchase Agreement,
dated as of September -, 1993, between the issuer (the "Company") and
certain investors, and the Company reserves the right to refuse to
transfer such securities until such conditions have been fulfilled with
respect to such transfer. Upon written request, a copy of such
conditions will be furnished by the Company to the holder hereof
without charge."
Whenever any shares of Common Stock cease to be Restricted securities and are
not otherwise restricted securities, the holder thereof will be entitled to
receive from the Company, without expense, upon surrender to the Company of the
certificate representing such shares of Common Stock, a new certificate
representing such shares of Common Stock of like tenor but not bearing a legend
of the character set forth above.
5B. OTHER REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS. Each
Purchaser hereby severally represents and warrants to and covenants and agrees
with, the Company that:
(i) such Purchaser has had an opportunity to ask questions and
receive answers concerning the terms and conditions of the securities purchased
hereunder and has had full access to such other information concerning the
Company (including access to the Acquisition Agreement and the Financing
Documents) as such Purchaser may have requested and that in making its decision
to invest in the securities being purchased hereunder it is not in any way
relying on the f act that any other person has decided to be a Purchaser
hereunder or to invest in the securities;
(ii) such Purchaser (a) is an "accredited investor" as defined in
Rule 501 (a) under the Securities Act or (b) by reason of its business and
financial experience, and the business and financial-experience of those
retained by it to advise it with respect to its investment
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in the securities being purchased hereunder, it, together with such advisors,
has such knowledge, sophistication and experience in business and financial
matters so as to be capable of evaluating the merits and risks of its
prospective investment in such securities, is able to bear the economic risk of
such investment and, at the present time, is able to afford a complete loss of
such investment; and
(iii) (a) such Purchaser has the requisite power and authority to
purchase the securities to be purchased by it hereunder and has authorized the
purchase of such securities and (b) the purchase of the securities to be
purchased by it hereunder DOES not violate its charter, by-laws or other
organizational documents.
Section 6. DEFINITIONS.
"FINANCING DOCUMENTS" means those certain financing agreements dated
as of the date hereof between Silicon Valley Bank and OneSource Information
Services, Inc.
"MANAGEMENT AGREEMENTS" means those certain Management Stock Purchase
Agreements between the Company and certain management employees of the Company
as may be entered into from time to time.
"PERSON" means an individual, a partnership, a joint venture, a
corporation, a trust, an unincorporated organization and a government or any
department or agency thereof.
"REGISTRATION AGREEMENT" means that certain Registration Agreement
dated as of the date hereof by and among the Company, the Purchasers and certain
other Persons set forth therein.
"RESTRICTED SECURITIES" means the Common Stock issued hereunder and
any securities issued with respect to such securities by way of any stock
dividend or stock split, or in connection with a combination of shares,
recapitalization, merger, consolidation or other reorganization. As to any
particular Restricted Securities, such securities will cease to be Restricted
Securities when they have (a) been effectively registered under the Securities
Act and disposed of in accordance with the registration statement covering them,
(b) become eligible for sale pursuant to Rule 144 of the Securities and Exchange
Commission (or any similar rule then in force) or (c) been otherwise transferred
and new securities for them not bearing the Securities Act Legend set forth in
paragraph 5A have been delivered by the Company in accordance with paragraph 3B.
Whenever any particular securities cease to be Restricted Securities, the holder
thereof will be entitled to receive from the Company, without expense, new
securities of like tenor not bearing a Securities Act Legend of the character
set forth in paragraph 5A.
"RULE 144" means Rule 144 promulgated by the Securities and Exchange
Commission under the Securities Act as such rule may be amended from time to
time, or any similar rule then in force.
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"SECURITIES ACT" means the Securities Act of 1933, as amended, or any
similar federal law then in force.
"SECURITIES EXCHANGE ACT" means the Securities Exchange Act of 1934,
as amended, or any similar federal law then in force.
"SECURITIES AND EXCHANGE COMMISSION" includes any governmental body
or agency succeeding to the functions thereof.
"STOCKHOLDERS AGREEMENT" means that certain Stockholders Agreement
dated as of the date hereof by and among the Company, the Purchasers and certain
other Persons set forth therein.
"WARRANTS" means those certain Stock Purchase Warrants issued by the
Company as of the date hereof to Lotus Development Corporation and Silicon
Valley Bank to acquire up to 100,000 shares of common and 10,101 shares of
Common, respectively.
Section 7. MISCELLANEOUS.
7A. REMEDIES. The holders of Common Stock acquired hereunder (directly
or indirectly) will have all of the rights and remedies set forth in this
Agreement and the Company's certificate of incorporation, and all of the rights
and remedies which such holders have been granted at any time under any other
agreement or contract, and all of the rights and remedies which such holders
have under any law. Any Person having any rights -under any provision of this
Agreement will be entitled to enforce such rights specifically, to recover
damages by reason of any breach of any provision of this Agreement, and to
exercise all other rights granted by law.
7B. ARBITRATION.
(i) ARBITRATION. In the event of disputes between the parties with
respect to the terms and conditions of this Agreement, such disputes shall be
resolved by and through an arbitration proceeding to be conducted under the
auspices of the American Arbitration Association (or any like organization
successor thereto) at Boston, Massachusetts. Such arbitration proceeding shall
be conducted in as expedited a manner as is then permitted by the commercial
arbitration rules (formal or informal) of the American Arbitration Association,
and the arbitrator or arbitrators in any such arbitration shall be persons who
are expert in the subject matter of the dispute. Both the foregoing agreement of
the parties to arbitrate any and all such claims, and the results,
determination, finding, judgment and/or award rendered through such arbitration,
shall be final and binding on the parties hereto and may be specifically
enforced by legal proceedings. The parties agree and acknowledge that money
damages may not be an adequate remedy for any breach of the provisions of this
Agreement and that any party may, in his or its sole discretion, ask for
specific performance and/or injunctive relief in order to enforce or prevent any
violations of the provisions of this Agreement.
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(ii) PROCEDURE. Such arbitration may be initiated by written notice
from either party to the other which shall be a compulsory and binding
proceeding on each party. The arbitration shall be conducted before a panel of
arbitrators selected in accordance with the rules of the American Arbitration
Association. The costs of said arbitrators and the arbitration shall be borne
equally by the parties thereto. Each party shall bear separately the cost of
their respective attorneys, witnesses and experts in connection with such
arbitration. Time is of the essence of this arbitration procedure, and the
arbitrators shall be instructed and required to render their decision within ten
(10) days following completion of the arbitration.
(iii) VENUE AND JURISDICTION. Any and all legal proceedings to enforce
this Agreement (including any action to compel arbitration hereunder or to
enforce any award or judgment rendered thereby) shall be governed in accordance
with this paragraph 7B.
7C. AMENDMENTS AND WAIVERS. Except as otherwise provided herein, no
modification, amendment or waiver of any provision hereof shall be effective
against the Company or the Purchasers unless such modification, amendment or
waiver is approved in writing by the Company and the holders of at least
two-thirds of the outstanding shares of Common Stock issued hereunder; provided,
however, that in the event that such amendment or waiver would adversely affect
a holder or group of holders of Common Stock in a manner different from any
other holders of Common Stock, then such amendment or waiver will require the
consent of such holder or the holders of a majority of Common Stock of such
group adversely affected. The failure of any party to enforce any provision of
this Agreement or under any agreement contemplated hereby or under the Company's
certificate of incorporation or bylaws shall in `no way be construed as a waiver
of such provisions and shall not affect the right of such party thereafter to
enforce each and every provision of this Agreement, any agreement referred to
herein, the Company's certificate of incorporation, or bylaws in accordance with
their terms.
7D. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations
and warranties contained herein or made in writing by-.,any party in connection
herewith will survive the execution and delivery of this Agreement, regardless
of any investigation made by the Company or any Purchaser or on its behalf.
7E. SUCCESSORS AND ASSIGNS.
(i) Except as otherwise expressly provided herein, all covenants and
agreements contained in this Agreement by or on behalf of any of the parties
hereto will bind and inure to the benefit of the respective successors and
assigns of such parties whether so expressed or not. In addition, and whether or
not any express assignment has been made, the provisions of this Agreement which
are for any Purchaser's benefit as the purchaser or holder of Common Stock, as
the case may be, are also for the benefit of and enforceable by any subsequent
holder of such Purchaser's Common Stock.
(ii) If a sale, transfer, assignment or other disposition of any
Common Stock is made in accordance with the provisions of this Agreement to
any Person and such securities
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remain Restricted Securities immediately after such acquisition, such Person
shall, at or prior to the time such securities are acquired, execute a
counterpart of this Agreement with such modifications thereto as may be
necessary to reflect such acquisition, and such other documents as are necessary
to confirm such Person's agreement to become a party to, and to be bound by, all
covenants, terms and conditions of this Agreement, the Stockholders Agreement
and the Registration Agreement as theretofore amended.
7F. SEVERABILITY. Whenever possible, each provision of this Agreement
will be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be invalid, illegal or
unenforceable under any applicable law or rule in any jurisdiction, such
provision will be ineffective only to the extent of such invalidity, illegality
or unenforceability in such jurisdiction, without invalidating the remainder of
this Agreement in such jurisdiction or any provision hereof in any other
jurisdiction.
7G. COUNTERPARTS. This Agreement may be executed simultaneously in two
or more counterparts, any one of which need not contain the signatures of more
than one party, but all such counterparts taken together will constitute one and
the same agreement.
7H. DESCRIPTIVE HEADINGS. The descriptive headings of this Agreement
are inserted for convenience only and do not constitute a part of this
Agreement.
7I. GOVERNING LAW. All issues concerning the enforceability, validity
and binding effect of this Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, without giving effect to any
choice of law or conflict of law provision or rule (whether of the State of
Delaware or any other jurisdiction) that would cause the application of the law
of any jurisdiction other than the State of Delaware.
7J. NOTICES. All notices, demands or other communications to be given
or delivered under or by reason of the provisions of this Agreement will be in
writing and will be deemed to have been given when personally delivered or
received by certified mail, return receipt requested, or sent by guaranteed
overnight courier service. Notices, demands and communications will be sent to
each Purchaser at such Purchaser's address as indicated in the Company's books
and records of the Company's transfer agent and registrar and to the Company at
the address indicated below:
NOTICES TO THE COMPANY:
OneSource Holding Corporation
c/o Information Partners Capital Fund, L.P.
Xxx Xxxxxx Xxxxx
Xxxxxx, XX 00000
Attention: Xxxxx Xxxxxxx
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With a copy to:
Information Partners Capital Fund, L.P.
Two Xxxxxx Place
Boston, MA 02116
Attention: Xxxxx Xxxxxxx
With a copy to:
Xxxxxxx Xxxxx Venture Partners
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx Xxxxxxx
WITH A COPY TO:
Xxxxxxxx and Xxxxx
000 X. Xxxxxxxx Xxxxx Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxx X. Xxxx, P.C.
Xxxxx X. Learner
or to such other address or to the attention of such other Person as the
recipient party has specified by prior written notice to the sending party.
* * * * *
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first above written.
ONESOURCE HOLDING CORPORATION
By: /s/ Xxxxx Xxxxxxx
Its: President
XXXXXXX XXXXX VENTURE PARTNERS III
LIMITED PARTNERSHIP
By: Xxxxxxx Xxxxx Venture Management
Company
Its: General Partner
By: /s/ Xxxxx Xxxxxxx
Its: General Partner
INFORMATION PARTNERS CAPITAL FUND, L.P.
By: Information Partners
Its: General Partner
By: /s/ Xxxxx Xxxxxxx
Its: General Partner
BCIP ASSOCIATES
By: /s/ Xxxxx Xxxxxxx
Its: General Partner
BCIP ASSOCIATES, L.P.
By: /s/ Xxxxx Xxxxxxx
Its: General Partner
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SCHEDULE OF PURCHASERS
# OF SHARES PURCHASE
OF CLASS P PRICE FOR # OF PURCHASE TOTAL
COMMON CLASS P SHARES OF PRICE FOR PURCHASE
NAMES AND ADDRESSES STOCK COMMON COMMON COMMON PRICE
------------------------ ----------- ----------- --------- --------- -----------
Xxxxxxx Xxxxx Venture 40,500.00 $ 1,620,000 364,500 $ 180,000 $ 1,800,000
Partners III Limited
Partnership
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Information Partners 37,586.25 1,503,450 338,277 167,050 1,670,500
Capital Fund, L.P.
Two Xxxxxx Place
Boston, MA 02116
Attn: Xxxxx Xxxxxxx
BCIP Associates 1,398.37 55,935 12,585 6,215 62,150
x/x Xxxxxxxxxxx Xxxxxxxx
Xxxxxxx Xxxx, X.X.
Xxx Xxxxxx Xxxxx
Xxxxxx, XX 00000
Attn: Xxxxx Xxxxxxx
BCIP Associates, L.P. 1,515.38 60,615 13,638 6,735 67,350
x/x Xxxxxxxxxxx Xxxxxxxx
Xxxxxxx Xxxx, X.X.
Two Xxxxxx Xxxxx
Xxxxxx, XX 00000
Attn: Xxxxx Xxxxxxx
