EXHIBIT 4.6
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (the "AGREEMENT")is entered into as of
________, 1999, by and between VERITAS Holding Corporation, a Delaware
corporation (the "COMPANY"), and Seagate Software, Inc. (the "STOCKHOLDER").
RECITALS
WHEREAS, the Stockholder is acquiring shares of Common Stock of the Company
pursuant to that certain Agreement and Plan of Reorganization by and among the
Company, VERITAS Software Corporation, a Delaware corporation ("VERITAS"),
SEAGATE TECHNOLOGY, INC., A DELAWARE CORPORATION ("STI"), and Seagate Software,
Inc., a Delaware corporation ("SSI" or the "STOCKHOLDER") dated October __, 1998
(the "PLAN") in connection with the merger of the Company's subsidiary with and
into VERITAS and the contribution by STI, the Stockholder and certain affiliated
entities to the Company of all assets used in connection with the business
previously carried on by the Network & Storage Management Group of STI and the
Stockholder (collectively, the "REORGANIZATION"); and
WHEREAS, as an inducement for STI and the Stockholder to consummate the
transactions contemplated by the Plan, the Company desires to grant registration
rights to the Stockholder as set forth herein, which Agreement shall become
effective on the effective date of the Reorganization.
NOW, THEREFORE, in consideration of the facts set forth in the foregoing
recitals and the mutual promises and covenants hereinafter set forth, the
Company and the Stockholder agree as follows:
SECTION 1
REGISTRATION RIGHTS
1.1 DEFINITIONS. As used in this Agreement, the following terms shall have
the following meanings:
(a) "SEC" shall mean the Securities and Exchange Commission, or
any other federal agency at the time administering the Securities Act.
(b) "EXCHANGE ACT" shall mean the Securities Exchange Act of
1934, as amended, or any successor federal statute and the rules and
regulations thereunder, all as the same shall be in effect at the time.
(c) "HOLDER" shall mean the Stockholder or anyone who holds
outstanding Registrable Securities to whom the registration rights
conferred by this Agreement have been transferred in compliance with
Section 1.8 hereof.
(d) "REGISTER," "REGISTERED" and "REGISTRATION" shall refer to a
registration effected by preparing and filing a registration statement in
compliance with
the Securities Act, and the declaration or ordering of the effectiveness of
such registration statement, and compliance with applicable state
securities laws of such states in which Holders notify the Company of their
intention to offer and sell Registrable Securities.
(e) "REGISTRABLE SECURITIES" shall mean all of the following to
the extent that same have not been resold by Holder in any public offering:
(i) any and all shares of Common Stock of the Company issued to the
Stockholder pursuant to the Plan; (ii) any and all shares of Common Stock
of the Company issued to the Stockholder as a result of the exercise of its
rights set forth in Section 5 of the Stockholder Agreement being executed
concurrently herewith; (iii) securities issued in any reorganization with
respect to the Common Stock referred to in clause (i) above; or (iv)
securities issued as a result of a stock split, stock dividend,
recapitalization or combination with respect to the stock referred to in
clauses (i) and (ii) above.
(f) "REGISTRATION EXPENSES" shall mean all expenses incurred in
connection with a Registration hereunder, including, without limitation,
all registration and filing fees, printing expenses, custody fees, fees and
disbursements of counsel for the Company, blue sky fees and expenses, and
the expense of any special audits incident to or required by any such
Registration (but excluding the compensation of regular employees of the
Company, which shall be paid in any event by the Company).
(g) "SECURITIES ACT" shall mean the Securities Act of 1933 as
amended, or any successor federal statute, and the rules and regulations
thereunder, all as the same shall be in effect at the time.
(h) "SELLING EXPENSES" shall mean, with respect to any
Registration pursuant to this Agreement, all underwriting discounts and
selling commissions applicable to the sale of Registrable Securities and
all fees and disbursements of counsel for the Holders.
1.2 PIGGYBACK REGISTRATION.
(a) If at any time or from time to time the Company shall determine
to Register any of its securities for its own account (other than Registrations
relating solely to employee benefit plans, offerings of debt securities of the
Company, transactions covered by Rule 145 under the Securities Act,
registrations relating to any acquisitions by the Company, or registrations on
any form (other than Form X-0, X-0 or S-3, or their successor forms) which does
not include substantially the same information as would be required to be
included in a registration statement covering the sale of Registrable
Securities), provided that if the Company approves the inclusion of Registrable
Securities in such Registration, the Company will:
(i) give each Holder written notice thereof as soon as
practicable prior to filing the registration statement, and indicate in
such notice the total number of Registrable Securities which may be
included in such Registration as determined by the Company in its sole
discretion (the "MAXIMUM NUMBER"); and
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(ii) include in such Registration and in any underwriting
involved therein, the number of Registrable Securities specifically
requested to be included therein, subject to the limitations of subsection
(b) of this Section 1.2, and which number shall not exceed the Maximum
Number. Any such notice shall be in writing and shall be delivered within
ten days after receipt of such notice from the Company. In the event that
the Registrable Securities requested to be included in such Registration by
the Holders exceeds the Maximum Number, the Maximum Number of Registrable
Securities shall be allocated among those Holders of Registrable Securities
requesting Registration in proportion to the number of Registrable
Securities then outstanding held by all Holders requesting Registration.
(b) If the Registration is for an underwritten public offering, the
Company shall so advise the Holders in the written notice given pursuant to
subsection 1.2(a)(i) above. In such event the right of any Holder to participate
in the Registration pursuant to Section 1.2 shall be conditioned upon such
Holder's participation in such underwriting and the inclusion of such Holder's
Registrable Securities in the underwriting to the extent provided herein. All
Holders proposing to distribute their Registrable Securities through such
underwriting shall (together with the Company) enter into an underwriting
agreement in customary form with the managing underwriter or underwriters
selected for such underwriting by the Company. Notwithstanding any other
provision of this Section 1.2, if the managing underwriter determines that
marketing factors require a limitation of the number of shares to be
underwritten, the managing underwriter may exclude shares (including Registrable
Securities) from the Registration and underwriting and the number of shares that
may be included in the Registration and the underwriting shall be allocated
FIRST to the Company, SECOND to any holder (other than Holders) of any other
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securities of the Company entitled to inclusion in such Registration, and THIRD
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to each of the Holders requesting inclusion of Registrable Securities in such
Registration in proportion to the number of outstanding Registrable Securities
then held by all such Holders. If any Holder disapproves of the terms of any
such underwriting, such Holder may elect to withdraw therefrom by written notice
to the Company and the managing underwriter. If, by the withdrawal of such
Registrable Securities, a greater number of Registrable Securities held by other
Holders may be included in such Registration (up to the limit imposed by the
managing underwriters), the Company shall offer to all Holders who have included
Registrable Securities in the Registration the right to include additional
Registrable Securities in the same proportion used in determining the limitation
as set forth above. Any Registrable Securities excluded or withdrawn from such
underwriting shall be withdrawn from such Registration and shall remain subject
to the lockup agreement in Section 1.10.
(c) The Holders of Registrable Securities so Registered shall pay all
Selling Expenses, and shall pay the proportion of all Registration Expenses
incurred in connection with any Registration pursuant to this Section 1.2 that
the aggregate number of Registrable Securities included in such Registration
bears to the aggregate number of all securities included in such Registration.
Such Selling Expenses and Registration Expenses shall be paid by all selling
Holders in proportion to the aggregate number of Registrable Securities sold by
such selling Holders.
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1.3 FORM S-3 REGISTRATIONS. If at any time or from time to time the
Company shall receive from Holders a written request or requests that the
Company effect a Registration with respect to all or a part of the Registrable
Securities owned by such Holder or Holders, then the Company will:
(a) Promptly give written notice of the proposed Registration and
the Holder's or Holders' request therefor, and any related qualification or
compliance, to all other registered Holders of Registrable Securities.
(b) In accordance with Section 1.4 hereof, effect such
Registration and as would permit the sale and distribution of such
Registrable Securities as are specified in such requests, together with all
or such portion of the Registrable Securities of any other Holder or
Holders joining in such request as are specified in a written request given
within 20 days after receipt of such written notice from the Company;
provided, however, that the Company shall not be obligated to effect any
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such Registration, qualification or compliance pursuant to this Section 1.3
if:
(1) Form S-3 is not available for such offering;
(2) the Holders, together with the Holders of other
Registrable Securities, propose to sell Registrable Securities with an
aggregate price to the public of less than $2,500,000;
(3) the Company shall furnish to the Holders a certificate
signed by the President or Chief Executive Officer of the Company
stating that in the good faith judgment of the Company's Board of
Directors, it would be seriously detrimental to the Company and its
stockholders for such Registration to be effected at such time, in
which event the Company shall have the right, no more than once during
any 12-month period, to defer the filing of the Form S-3 registration
statement for a period of up to 120 days after receipt of the final
request of Holders under this Section 1.3;
(4) the Company has, within the nine-month period preceding
the date of such request, already effected one Registration on Form S-
3 with respect to Registrable Securities pursuant to this Section 1.3;
or
(5) Notwithstanding anything else herein contained to the
contrary, the company will not be required to qualify to do business
in any particular jurisdiction or to execute a general consent to
service of process in effecting such Registration, qualification or
compliance in an jurisdiction where it would not otherwise be subject
to service of process.
(c) If the Holders initiating the Registration request under this
Section 1.3 ("INITIATING HOLDERS") intend to distribute the Registrable
Securities covered by their request by means of an underwriting, then they
shall so advise the Company as a part of their request made pursuant to
this Section 1.3 and the Company shall include such information in the
written notice referred to in subsection 1.3(a). In such event, the right
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of any Holder to include its Registrable Securities in such Registration
shall be conditioned upon such Holder's participation in such underwritten
offering and the inclusion of such Holder's Registrable Securities in the
underwriting (unless otherwise mutually agreed by a majority in interest of
the Initiating Holders and such Holder) to the extent provided herein. A
majority in interest of the Initiating Holders shall select an underwriter
who shall serve as lead manager of the offering to which the Registration
relates and the Company shall select an underwriter which shall serve as
co-manager of the offering with the underwriter selected by the Holders.
All Holders proposing to distribute Registrable Securities through such
underwriting shall enter into an underwriting agreement in customary form
with the managing underwriters selected for such underwriting by the
Initiating Holders and the Company. Notwithstanding any other provision of
this Section 1.3, if such managing underwriters advise the Company in
writing that marketing factors require a limitation of the number of
securities to be underwritten then the Company shall so advise all Holders
of Registrable Securities that would otherwise be Registered and
underwritten pursuant hereto, and the number of Registrable Securities that
may be included in the underwriting shall be reduced as required by the
managing underwriters and allocated among the Holders participating in such
Registration in proportion to the number of Registrable Securities then
outstanding held by each such participating Holder (including the
Initiating Holders). Any Registrable Securities excluded and withdrawn
from such underwriting shall be withdrawn from the Registration.
(d) The Holders of Registrable Securities so Registered shall
pay all Selling Expenses, and shall pay the proportion of all Registration
Expenses incurred in connection with any Registration pursuant to this
Section 1.3 that the aggregate number of Registrable Securities included in
such Registration bears to the aggregate number of all securities included
in such Registration. Such Selling Expenses and Registration Expenses shall
be paid by all selling Holders in proportion to the aggregate number of
Registrable Securities sold by such selling Holders.
1.4 OBLIGATIONS OF THE COMPANY. Whenever required to effect the
Registration of any Registrable Securities under this Agreement, the Company
shall, as expeditiously as reasonably possible:
(a) Prepare and file with the SEC a registration statement with
respect to such Registrable Securities and use its reasonable best efforts
to cause such registration statement to become effective, and keep such
registration statement effective until the distribution is completed, but
not longer than 90 days after the effective date thereof (to be extended
for any days in which the Company requires the Holders to cease sales of
shares as provided below); provided, however, that the Company may by
written notice require that the Holders immediately cease sales of shares
(for a period not to exceed 60 days) pursuant to such registration
statement at any time that (i) the Company becomes engaged in business
activity or negotiation which is not disclosed in the registration
statement (or the prospectus included therein) which the Company reasonably
believes must be disclosed therein under applicable law and which the
Company desires to keep confidential for business purposes, (ii) the
Company determines that a particular
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disclosure so determined to be required to be disclosed therein would be
premature or would adversely affect the Company or its business or
prospects, or (iii) the registration statement can no longer be used under
the existing rules and regulations promulgated under the Securities Act.
(b) Prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in
connection with such registration statement as may be necessary to comply
with the provisions of the Securities Act with respect to the disposition
of all securities covered by such registration statement.
(c) Furnish to the Holders such number of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the Securities Act, and such other documents as they may
reasonably request in order to facilitate the disposition of the
Registrable Securities owned by them that are included in such
Registration.
(d) Use its reasonable best efforts to register and qualify the
securities covered by such registration statement under such other
securities or blue sky laws of such jurisdictions as shall be reasonably
requested by the Holders, provided, however, that the Company shall not be
required in connection therewith or as a condition thereto to qualify to do
business or to file a general consent to service of process in any such
states or jurisdictions.
(e) Enter into and perform its obligations under an underwriting
agreement, in usual and customary form, with the managing underwriter(s) of
such offering. Each Holder participating in such underwriting shall also
enter into and perform its obligations under such an agreement.
(f) Notify each Holder of Registrable Securities covered by such
registration statement at any time when a prospectus relating thereto is
required to be delivered under the Securities Act of the happening of any
event as a result of which the prospectus included in such registration
statement, as then in effect, includes an untrue statement of a material
fact or omits to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in the light of the
circumstances then existing.
(g) Furnish to the underwriters in connection with the closing
of the sale of such Registrable Securities (i) an opinion, dated as of such
closing date, of the counsel representing the Company for the purposes of
such Registration, in form and substance as is customarily given to
underwriters in an underwritten public offering of the size and nature of
the applicable Registration, and (ii) a "comfort" letter dated as of such
closing date, from the independent certified public accountants of the
Company, in form and substance as is customarily given by independent
certified public accountants to underwriters in an underwritten public
offering addressed to the underwriters.
1.5 FURNISH INFORMATION. It shall be a condition precedent to the
obligations of the Company to take any action pursuant to Sections 1.2 or 1.3
that the selling Holders shall furnish
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to the Company such information regarding themselves, the Registrable Securities
held by them, and the intended method of disposition of such Registrable
Securities as shall be required to timely effect the Registration of Registrable
Securities.
1.6 INDEMNIFICATION. In the event any Registrable Securities are included
in a registration statement under Sections 1.2 or 1.3:
(a) By the Company. To the extent permitted by law, the Company
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will indemnify and hold harmless each Holder, the partners, officers and
directors of each Holder, any underwriter (as defined in the Securities
Act) for such Holder, and each person, if any, who controls such Holder or
underwriter within the meaning of the Securities Act or the Exchange Act,
against any losses, claims, damages or liabilities (joint or several) to
which they may become subject under the Securities Act, the Exchange Act or
other federal or state securities law, insofar as such losses, claims,
damages, or liabilities (or actions in respect thereof) arise out of or are
based upon any of the following statements, omissions or violations
(collectively a "VIOLATION"):
(i) any untrue statement or alleged untrue statement of a
material fact contained in such registration statement, including any
preliminary prospectus or final prospectus contained therein or any
amendments or supplements thereto;
(ii) the omission or alleged omission to state therein a
material fact required to be stated therein, or necessary to make the
statements therein, in light of the circumstances in which made, not
misleading; or
(iii) any violation or alleged violation by the Company of
the Securities Act, the Exchange Act, any federal or state securities
law or any rule or regulation promulgated under the Securities Act,
the Exchange Act or any federal or state securities law in connection
with the offering covered by such registration statement;
and the Company will reimburse each such Holder, partner, officer or
director, underwriter or controlling person for any legal or other expenses
reasonably incurred by them, as incurred, in connection with investigating
or defending any such loss, claim, damage, liability or action; provided,
however, that the indemnity agreement contained in this subsection 1.6(a)
shall not apply to amounts paid in settlement of any such loss, claim,
damage, liability or action if such settlement is effected without the
consent of the Company (which consent shall not be unreasonably withheld),
nor shall the Company be liable in any such case for any such loss, claim,
damage, liability or action to the extent that it arises out of or is based
upon a Violation which occurs in reliance upon and in conformity with
written information furnished expressly for use in connection with such
Registration by such Holder, partner, officer, director, underwriter or
controlling person of such Holder or underwriter.
(b) By Selling Holders. To the extent permitted by law, each
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selling Holder will indemnify and hold harmless the Company, each of its
directors, each of its
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officers who has signed the registration statement, each person, if any,
who controls the Company within the meaning of the Securities Act, any
underwriter (as defined in the Securities Act) and any other Holder selling
securities under such registration statement or any of such other Holder's
partners, directors or officers or any person who controls such underwriter
or other Holder within the meaning of the Securities Act or the Exchange
Act, against any losses, claims, damages or liabilities (joint or several)
to which the Company or any such director, officer, controlling person,
underwriter or other such Holder, partner or director, officer or
controlling person of such underwriter or other Holder may become subject
under the Securities Act, the Exchange Act or other federal or state
securities law, insofar as such losses, claims, damages or liabilities (or
actions in respect thereto) arise out of or are based upon any Violation,
in each case to the extent (and only to the extent) that such Violation
occurs in reliance upon and in conformity with written information
furnished by such Holder expressly for use in connection with such
Registration; and each such Holder will reimburse any legal or other
expenses reasonably incurred by the Company or any such director, officer,
controlling person, underwriter or other Holder, partner, officer, director
or controlling person of such other Holder or underwriter in connection
with investigating or defending any such loss, claim, damage, liability or
action; provided, however, that the indemnity agreement contained in this
subsection 1.6(b) shall not apply to amounts paid in settlement of any such
loss, claim, damage, liability or action if such settlement is effected
without the written consent of the Holder, which consent shall not be
unreasonably withheld; and, provided, further, that the total amounts
payable in indemnity by a Holder under this subsection 1.6(b) in respect of
any Violation shall not exceed the proceeds (net of underwriting discounts
and commissions) received by such Holder in the registered offering out of
which such Violation arises.
(c) Notice. Promptly after receipt by an indemnified party under
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Section 1.6 of notice of the commencement of any action (including, without
limitation, any governmental action), such indemnified party will, if a
claim in respect thereof is to be made against any indemnifying party under
Section 1.6, deliver to the indemnifying party a written notice of the
commencement thereof and the indemnifying party shall have the right to
participate in, and, to the extent the indemnifying party so desires,
jointly with any other indemnifying party similarly noticed, to assume the
defense thereof with counsel mutually satisfactory to the parties;
provided, however, that an indemnified party shall have the right to retain
its own counsel, with the fees and expenses to be paid by the indemnifying
party, if representation of such indemnified party by the counsel retained
by the indemnifying party would be inappropriate due to actual or potential
conflict of interests between such indemnified party and any other party
represented by such counsel in such proceeding; and, provided, further,
that the indemnifying party shall not be required to pay for more than one
separate counsel for all indemnified parties. The failure to deliver
written notice to the indemnifying party within a reasonable time of the
commencement of any such action, if materially prejudicial to its ability
to defend such action, shall relieve such indemnifying party of any
liability to the indemnified party under Section 1.6, but the omission so
to deliver written notice to the indemnifying party will not relieve it of
any liability that it may have to any indemnified party otherwise than
under Section 1.7.
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(d) Contribution. In order to provide for just and equitable
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contribution to joint liability under the Securities Act, the Exchange Act
or any federal or state securities laws in any case in which either (i) any
Holder exercising rights under this Agreement, or any controlling person of
any such Holder, makes a claim for indemnification pursuant to Section 1.6
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 Section 1.6
provides for indemnification in such case, or (ii) contribution under the
Securities Act, the Exchange Act or any federal or state securities laws
may be required on the part of any such selling Holder or any such
controlling person in circumstances for which indemnification is provided
under Section 1.6; then, and in each such case, the Company and such Holder
will contribute to the aggregate losses, claims, damages or liabilities to
which they may be subject (after contribution from others) in such
proportion as is appropriate to reflect the relative fault of the
indemnifying party or parties on the one hand and the indemnified party on
the other in connection with the statements or omissions that resulted in
such losses, claims, damages or liabilities, as well as any other relevant
equitable considerations. The relative fault shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the indemnifying party or
parties on the one hand or the indemnified party on the other and the
parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such untrue statement or omission; provided, however,
that, in any such case, (A) no such Holder will be required to contribute
any amount in excess of the proceeds (net of underwriting discounts and
commissions) received by such Holder from all such Registrable Securities
offered and sold by such Holder pursuant to such registration statement;
and (B) no person or entity guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) will be entitled to
contribution from any person or entity who was not guilty of such
fraudulent misrepresentation.
(e) Survival. The obligations of the Company and Holders under
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Section 1.6 shall survive the completion of any offering of Registrable
Securities in a registration statement.
1.7 "MARKET STAND-OFF" AGREEMENT. Each Holder who gives notice to the
Company of such Holder's desire to participate in any Registration under Section
1.2 or 1.3 hereof hereby agrees that it shall not, to the extent requested by
the Company or the managing underwriter, sell or otherwise transfer or dispose
of any Registrable Securities or other shares of stock of the Company then owned
by such Holder (other than to donees, affiliates or partners of the Holder who
agree to be similarly bound) for the period from the filing of the registration
statement until up to 90 days following the date of the final prospectus in
connection with the registration statement. In order to enforce the foregoing
covenant, the Company shall have the right to place restrictive legends on the
certificates representing the shares subject to this Section 1.7 and to impose
stop transfer instructions with respect to the Registrable Securities of such
Holders until the end of such period. The provisions of this Section 1.7 shall
be binding upon any transferee of any Registrable Securities.
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1.8 TRANSFER OF REGISTRATION RIGHTS. The rights to cause the Company to
Register securities granted to the Holder under Sections 1.2 and 1.3 of this
Agreement may be assigned, but only to (A) any parent or subsidiary corporation
of the Holder or to any other corporation or other entity under common control
with Holder, (B) any party acquiring Stockholder or (C) any party who acquires
Registrable Securities representing an interest sufficient to trigger a
requirement that such party file a Form 13D with respect to such acquisition,
provided that (i) such transfer may be effected in accordance with the
applicable securities laws, (ii) the Company is given written notice of such
assignment prior to such assignment; and (iii) in any such case Stockholder
shall, and shall be authorized, to act for all Holders of Registrable Securities
for all purposes under this Agreement.
1.9 TERMINATION OF RIGHTS. The rights granted pursuant to this Agreement
(a) shall terminate as to any Holder when the aggregate number of Registrable
Securities owned by such Holder could all be sold in a three-month period in
compliance with Rule 144 under the Securities Act (together with other
Registrable Securities the sales of which would be required to be aggregated
with such Holder's sales under such rule) using the 1% volume limitation
contained in Rule 144(e)(1)(i), and (b) shall not be exercisable by any Holder
if at the time of the request for or notice of Registration under Section 1.2 or
1.3 such Holder could sell (together with other Holders whose sales may be
aggregated) in a three-month period all Registrable Securities then held by such
Holder in compliance with Rule 144 using the Company's average weekly trading
volume calculation at such time.
1.10 RULE 144 REPORTING. With a view to making available the benefits of
Rule 144, the Company agrees to:
(a) make and keep public information available, as those terms
are understood and defined in Rule 144 under the Securities Act;
(b) use its reasonable best efforts to file with the SEC in a
timely manner all reports and other documents required of the Company under
the Securities Act and the Exchange Act; and
(c) furnish to the Holder forthwith upon request a written
statement by the Company as to its compliance with the reporting
requirements of Rule 144, and provide a copy of the most recent annual or
quarterly report of the Company, and such other reports and documents of
the Company as a Holder may reasonably request in availing itself of Rule
144.
SECTION 2
MISCELLANEOUS
2.1 WAIVERS AND AMENDMENTS. The rights and obligations of the Company and
the rights and obligations of the Holders under this Agreement may be waived
(either generally or in a particular instance, either retroactively or
prospectively, and either for a specified period of time or indefinitely) or
amended, only with the written consent of the Company and Holders of a majority
of the Registrable Securities then outstanding.
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2.2 GOVERNING LAW. This Agreement shall be governed by and construed under
the laws of the State of Delaware as such laws are applied to contracts made and
to be fully performed entirely within that state between residents of that
state. All disputes arising out of this Agreement shall be subject to the
exclusive jurisdiction and venue of the California State courts Santa Xxxxx
County, California (or, if there is exclusive federal jurisdiction, the United
States District Court for the Northern District of California), and the parties
consent to the personal and exclusive jurisdiction and venue of these courts
2.3 SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided herein,
the provisions hereof shall inure to the benefit of, and be binding upon, the
successors, assigns, heirs, executors and administrators of the parties hereto.
2.4 ENTIRE AGREEMENT. This Agreement constitutes the full and entire
understanding and agreement between the parties with regard to the subjects
hereof.
2.5 NOTICES. All notices and other communications required or permitted
hereunder shall be in writing and shall be mailed first class, postage prepaid,
addressed (a) if to a Holder, at such Holder's address set forth on the
signature page hereof, or at such other address as such Holder shall have
furnished to the Company in writing, or (b) if to the Company, at its principal
executive offices (Attention: Chief Financial Officer) or at such other address
as the Company shall have furnished to the Holders in writing. Notices shall be
effective upon mailing.
2.6 SEVERABILITY. In case any provision of this Agreement shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions of this Agreement shall not in any way be affected or
impaired thereby.
2.7 TITLES AND SUBTITLES. The titles of the sections and subsections of
this Agreement are for convenience of reference only and are not to be
considered in construing this Agreement.
2.8 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
constitute one instrument.
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The foregoing Registration Rights Agreement is hereby executed as of the
date first above written.
"COMPANY"
VERITAS HOLDING CORPORATION,
a Delaware corporation
________________________________________
Signature of Authorized Signatory
________________________________________
Print Name and Title
"STOCKHOLDER"
SEAGATE SOFTWARE, INC.,
A DELAWARE CORPORATION
________________________________________
Signature of Authorized Signatory
________________________________________
Print Name and Title
Address:
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