Exhibit 4.4
REGISTRATION RIGHTS AGREEMENT
AGREEMENT dated as of February 27, 1998 among PAREXEL
International Corporation, a Massachusetts corporation (the
"Company") and the stockholders listed on Schedule A hereto
(individually, a "Stockholder," and collectively, the
"Stockholders").
W I T N E S S E T H :
WHEREAS, pursuant to the Share Acquisition Agreement dated
as of March 1, 1998 (the "Acquisition Agreement") among the
Company, X. Xxxxxx Eagle, Xxxxxxx X. Caswill and the other
parties named therein, the Company will acquire all of the
outstanding capital stock of PPS Europe Limited ("PPS") and PPS
will become a wholly-owned subsidiary of the Company;
WHEREAS, in connection therewith, the Stockholders will
receive shares of Common Stock of the Company (the "Shares") that
are being issued pursuant to an exemption from registration under
the Securities Act; and
WHEREAS, the Company and the Stockholders wish to set forth
certain rights and obligations with regard to the registration of
the Shares pursuant to the Securities Act;
NOW, THEREFORE, the parties hereto agree as follows:
1. Certain Definitions. As used in this Agreement, the
following terms shall have the following respective meanings:
"Commission" shall mean the United States Securities
and Exchange Commission, or any other federal agency at the
time administering the Securities Act.
"Shares" shall mean the shares of Common Stock of the
Company issued to the Stockholders on even date herewith
pursuant to the Acquisition Agreement.
"Common Stock" shall mean the common stock, $.01 par
value, of the Company, as constituted as of the date of this
Agreement.
"Exchange Act" shall mean the United States Securities
Exchange Act of 1934, as amended, or any successor federal
statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.
"Registration Expenses" shall mean the expenses so
described in Section 9.
"Securities Act" shall mean the United States
Securities Act of 1933, as amended, or any successor federal
statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.
"Selling Expenses" shall mean the expenses so described
in Section 8.
2. Securities Act Matters. The Stockholders acknowledge
and agree that the Shares have not been registered under the
Securities Act or under the securities laws of any state, in
reliance upon certain exemptive provisions of such statutes. The
Stockholders recognize and acknowledge that such claims of
exemption are based, in part, upon the Stockholders'
representations contained in the Acquisition Agreement and in
each Stockholder's New Owner Questionnaire. The Stockholders
further recognize and acknowledge that, because the issuance of
the Shares was not registered under federal and state laws, the
Shares are not presently eligible for public resale, and may only
be resold in the future pursuant to an effective registration
statement under the Securities Act and any applicable state
securities laws, or pursuant to a valid exemption from such
registration requirements. The Stockholders recognize and
acknowledge that Rule 144 (which facilitates routine sales of
securities in accordance with the terms and conditions of that
Rule, including a holding period requirement) is not now
available for resale of the Shares, and the Stockholders
recognize and acknowledge that, in the absence of the
availability of Rule 144, a sale pursuant to a claim of exemption
from registration under the Securities Act would require
compliance with some other exemption under the Securities Act,
which may not be available for resale of the Shares. The
Stockholders recognize and acknowledge that, except as set forth
in this Agreement, the Company is under no obligation to register
the Shares, either pursuant to the Securities Act or the
securities laws of any state.
3. Restrictive Legend. Each certificate representing
Shares shall, except as otherwise provided in this Section 3 or
in Section 4, be stamped or otherwise imprinted with a legend
substantially in the following form:
"The Securities represented hereby have not been
registered under the Securities Act of 1933, as
amended, and may not be sold, transferred or otherwise
disposed of unless registered with the Securities and
Exchange Commission of the United States and the
securities regulatory authorities of certain states or
unless an exemption from such registration is
available."
Such certificates shall not bear such legend if in the
opinion of counsel satisfactory to the Company (Xxxxxxx & Xxxxxx,
LLP shall be considered satisfactory) the securities represented
thereby may be publicly sold without registration under the
Securities Act or if such securities have been sold pursuant to
Rule 144, any other exemption under the Securities Act or an
effective registration statement.
4. Notice of Proposed Transfer. Prior to any proposed
transfer of any Shares before the expiration of the applicable
holding period set forth in Rule 144, each Stockholder shall give
written notice to the Company of his intention to effect such
transfer. Prior to any registration statement described in
Section 5 becoming effective, each such notice shall describe the
manner of the proposed transfer and, if requested by the Company,
shall be accompanied by an opinion of counsel satisfactory to the
Company to the effect that the proposed transfer may be effected
without registration under the Securities Act, whereupon the
Stockholder shall be entitled to transfer such security in
accordance with the terms of his notice. Each certificate for
Shares transferred as above provided shall bear the legend set
forth in Section 3, except that such certificate shall not bear
such legend if (i) such transfer is in accordance with the
provisions of Rule 144 (or any other rule permitting public sale
without registration under the Securities Act), or (ii) such
transfer is pursuant to a registration under the Securities Act,
or (iii) the opinion of counsel referred to above is to the
further effect that the transferee and any subsequent transferee
(other than an affiliate of the Company) would be entitled to
transfer such securities in a public sale without registration
under the Securities Act.
5. Required Registration. The Company agrees to use all
reasonable efforts to (i) cause a registration statement on Form
S-3 (the "Initial Registration Statement") or any successor form
thereto under the Securities Act relating to the resale of forty
percent (40%) of the Shares to be filed no later than the 90th
day following Completion (as defined in the Acquisition
Agreement); (ii) cause a registration statement on Form S-3 or
any successor form thereto under the Securities Act (or an
amendment to the Initial Registration Statement) relating to the
resale of thirty percent (30%) of the Shares to be filed not
later than eleven months after Completion (the "Second
Registration Statement"); (iii) cause a registration statement on
Form S-3 or any successor form thereto under the Securities Act
(or an amendment to the Initial Registration Statement or the
Second Registration Statement) relating to the resale of the
remaining thirty percent (30%) of the Shares to be filed not
later than twenty-three months after Completion (the "Third
Registration Statement"); (iv) cause the Initial Registration
Statement to become effective as soon as practicable after the
filing thereof and thereafter remain effective until the earlier
of (A) one year after Completion or (B) the sale of all Shares
covered thereby; (v) cause the Second Registration Statement to
become effective as soon as practicable after the filing thereof
and thereafter remain effective until the earlier of (A) two
years after Completion or (B) the sale of all Shares covered
thereby; and (vi) cause the Third Registration Statement to
become effective as soon as practicable after the filing thereof
and thereafter remain effective until the earlier of (A) three
years after Completion or (B) the sale of all Shares covered
thereby. In the event that any Shares registered pursuant to the
Initial Registration Statement or the Second Registration
Statement, respectively, remain unsold at the time the Second
Registration Statement or the Third Registration Statement,
respectively, is filed, then the Company agrees to use all
reasonable efforts to, at its sole option, (i) include such
unsold shares in the Second Registration Statement or the Third
Registration Statement, as applicable, or (ii) cause the Initial
Registration Statement or the Second Registration Statement, as
applicable, to remain effective until the earlier of (A) two
years (for the Initial Registration Statement) or three years
(for the Second Registration Statement), as applicable, after
Completion or (B) the sale of all Shares covered thereby.
Notwithstanding the foregoing, in the event that X. Xxxxxx Eagle
(i) ceases to be a director of the Company within two years
following Completion and prior to the time that the Third
Registration Statement is filed because he is not re-elected by
the Company's stockholders, or (ii) ceases to be an employee of
the Company or one of its subsidiaries prior to the time that the
Third Registration Statement is filed because his employment is
terminated by the Company or such subsidiary without Cause, then
the Company shall use all reasonable efforts to (A) promptly
cause a registration statement on Form S-3 or any successor form
thereto under the Securities Act (or an amendment to the Initial
Registration Statement or the Second Registration Statement) to
be filed relating to the resale of all of the Shares held by the
Stockholders on the date Mr. Eagle ceases to be a director or
employee of the Company, but not previously registered or sold,
and (B) cause such Registration Statement to become effective as
soon as practicable after the filing thereof and thereafter
remain effective until the earlier of (1) three years after
Completion or (2) the sale of all Shares covered thereby. For
the purposes of this Section 5, "Cause" shall mean (i) the
substantial and continuing failure to render services to the
Company in accordance with assigned duties, such failure having
continued for a period of twenty days after written notice
thereof has been delivered to Mr. Eagle, (ii) the conviction or
plea of guilty of a felony, (iii) gross negligence related to the
performance of duties, (iv) material dishonesty, (v) material
breach of fiduciary duty, (vi) material breach of the terms of
this Agreement, the Acquisition Agreement, or Mr. Eagle's
Employment Agreement with the Company or one of its subsidiaries,
such breach having continued for a period of twenty days after
written notice thereof has been delivered to Mr. Eagle, or
(vii) the commission of an act of fraud or embezzlement which
results in loss, damage or injury to the Company or one of its
subsidiaries, whether directly or indirectly. Anything to the
contrary herein notwithstanding, the Company shall not be
required to take any action to cause any registration statement
to be declared effective by the Commission at any time prior to
the publication by the Company of financial results including at
least thirty (30) days' post-Completion combined operating
results of the Company and PPS (the "Pooling Restricted Period"),
and the Company may suspend sales in accordance with Section 7 at
any time under any registration statement immediately upon
written notice to the Stockholders at their last known address,
for any of the reasons and for the time periods set forth in
Section 7.
6. Registration Procedures. If and whenever the Company
is required by the provisions of Section 5 to use all reasonable
efforts to effect the registration of any Shares under the
Securities Act, the Company will, as expeditiously as possible:
(a) prepare and file with the Commission such
amendments and supplements to the applicable registration
statement, and the prospectus used in connection therewith, as
may be necessary to comply with the Securities Act;
(b) furnish to the Stockholders such number of copies
of the relevant registration statement and each amendment and
supplement thereto (in each case including exhibits) and the
prospectus included therein (including each preliminary
prospectus) as they reasonably may request in order to facilitate
the public sale or other disposition of the Shares covered by
such registration statement;
(c) register or qualify the Shares covered by the
applicable registration statement under the securities or "blue
sky" laws of the jurisdictions where the Company is currently
registered or qualified or its common stock is currently
registered or qualified for resale and provide each Stockholder
with a list of such jurisdictions, provided, however, that the
Company shall not for any such purpose be required to qualify
generally to transact business as a foreign corporation in any
jurisdiction where it is not so qualified or to consent to
general service of process in any such jurisdiction;
(d) have the Shares covered by the applicable
registration statement quoted or traded on the Nasdaq National
Market or any other quotation system or exchange where the
Company's Common Stock is then quoted or traded; and
(e) promptly notify each Stockholder (at his last
known address) (i) of the effective date of the applicable
registration statement and the date when any post-effective
amendment to such registration statement becomes effective, (ii)
of any stop order or notification from the Commission or any
other jurisdiction as to the suspension of the effectiveness of
such registration statement, or (iii) of the institution and
ending of any suspension under Section 7.
7. Suspension.
(a) The rights of the Stockholders to resell the
Shares pursuant to this Agreement and the applicable registration
statement may be suspended by the Company on the occurrence of
any of the following events:
(i) the Board of Directors of the Company has
voted to conduct a public offering or the Company is holding
or has held an "organizational" or "all hands" meeting
relating to a public offering, whichever first occurs;
(ii) the Company is about to make a public
disclosure of information of a material nature;
(iii) there then exists material, non-public
information relating to the Company the disclosure of which,
in the good faith determination of its Board of Directors,
would not be in the interests of the Company or its
stockholders during that time and which the Company is not
otherwise, after consultation with counsel, obligated to
disclose; or
(iv) the Company is engaged in any activity or
transaction at any time that, in the good faith
determination of its Board of Directors, would be materially
adversely affected by the continued compliance with this
Agreement or the continued distribution of the Shares by the
Stockholders.
(b) The Company shall use all reasonable efforts to
minimize the length of any suspension:
(i) under Section 7(a)(i), to a period of thirty
(30) days, more or less, beginning on the day that notice of
a suspension is given to the Stockholders and ending on the
earlier of: (A) the date of disclosure of the public
offering, or (B) the date which is 30 days after the
beginning of the suspension, provided that during such
suspension, the Company will proceed with all reasonable
efforts to file the appropriate documentation in respect of,
and otherwise complete, such public offering as
expeditiously as practicable;
(ii) under Section 7(a)(ii), to a period of three
(3) business days, more or less;
(iii) under Section 7(a)(iii) or 7(a)(iv), if
the activity is a prospective acquisition by the Company, to
a period beginning when the notice of suspension is given to
the Stockholders and ending on the earlier of: (A) the
closing of the transaction and the making of all required
filings under the Securities Act or Exchange Act, or (B) the
date on which discussions regarding the acquisition are
terminated, or (C) the disclosure of the acquisition,
unless, despite such disclosure, the continued distribution
of the Shares by the Stockholders pursuant to the applicable
registration statement would violate the Securities Act; and
(iv) under Section 7(a)(iii) or 7(a)(iv), for any
reason other than a prospective acquisition by the Company,
to a period beginning when the notice of suspension is given
to the Stockholders and ending on the earlier of: (A) the
disclosure of the activity, or (B) the reason is no longer
operative.
(c) The period during which any registration statement
filed pursuant to Section 5 remains effective shall be extended
by any period during which resales of Shares pursuant to such
registration statement are suspended pursuant to this Section 7.
8. Expenses. All expenses incurred by the Company in
complying with Section 5, including, without limitation, all
registration and filing fees, printing expenses, fees and
disbursements of counsel and independent public accountants for
the Company, fees and expenses incurred in connection with
complying with state securities or "blue sky" laws, fees of the
National Association of Securities Dealers, Inc., transfer taxes,
fees of transfer agents and registrars, and costs of issuance,
but excluding any Selling Expenses, are called "Registration
Expenses". All underwriting discounts (if any) and selling
commissions applicable to the sale of the Shares covered by any
registration statement, as well as all professional service fees
incurred by the Stockholders, are called "Selling Expenses".
All Selling Expenses shall be borne by the Stockholders.
The Company will pay all Registration Expenses in connection with
the preparation and filing of each registration statement. The
Company shall not be obligated to pay any Registration Expenses
in connection with the preparation and filing of any registration
statement if such registration statement is withdrawn or
abandoned for any reason at the request of the Stockholders. The
Company shall not be obligated to pay any reasonably verifiable
increase in Registration Expenses in connection with the
preparation and filing of any registration statement if such
registration statement is delayed for any reason at the request
of the Stockholders.
9. Indemnification and Contribution.
(a) In connection with the registration of the Shares
under the Securities Act pursuant to Section 5, the Company will
indemnify and hold harmless each Stockholder, each underwriter of
such Shares thereunder and each other person, if any, who
controls such Stockholder or underwriter within the meaning of
the Securities Act, against any losses, claims, damages or
liabilities, joint or several, to which such Stockholder,
underwriter or controlling person may become subject under the
Securities Act, Exchange Act, state securities laws or otherwise,
insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon
(i) any untrue statement or alleged untrue statement of material
fact contained in the registration statement under which such
Shares were registered under the Securities Act pursuant to
Section 5, any preliminary prospectus or final prospectus
contained therein, or any amendment or supplement thereto,
(ii) the omission or alleged omission of a material fact required
to be stated therein or necessary to make the statements therein
not misleading or (iii) any violation by the Company or its
agents of any rule or regulation promulgated under the Securities
Act, Exchange Act or state securities laws applicable to the
Company or its agents and relating to action or inaction required
of the Company in connection with such registration, and the
Company will reimburse each such Stockholder, each such
underwriter and each such controlling person for any legal or
other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage,
liability or action, as such expenses are incurred, provided,
however, that the Company will not be liable in any such case if
and to the extent that any such loss, claim, damage or liability
arises out of or is based upon an untrue statement or alleged
untrue statement or omission or alleged omission so made based
upon written information furnished by or for any such
Stockholder, any such underwriter or any such controlling person
specifically for use in the applicable registration statement.
(b) In connection with the registration of the Shares
under the Securities Act pursuant to Section 5, each Stockholder
will indemnify and hold harmless the Company, each person, if
any, who controls the Company within the meaning of the
Securities Act, each officer of the Company who signs such
registration statement, each director of the Company, each
underwriter and each person who controls any underwriter within
the meaning of the Securities Act, against all losses, claims,
damages or liabilities, joint or several, to which the Company or
such officer, director, underwriter or controlling person may
become subject under the Securities Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon (i) the failure
of such Stockholder to comply with the provisions of Section 12
herein or (ii) any untrue statement or alleged untrue statement
of any material fact contained in the registration statement, any
preliminary prospectus or final prospectus contained therein, or
any amendment or supplement thereto, or (iii) the omission or
alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading, and will reimburse the Company and each such officer,
director, underwriter and controlling person for any legal or
other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage,
liability or action, as such expenses are incurred, provided,
however, that such Stockholder will be liable hereunder in any
such case if and only to the extent that any such loss, claim,
damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged
omission made in reliance upon and in conformity with written
information pertaining to such Stockholder, furnished by or for
such Stockholder specifically for use in the applicable
registration statement.
(c) Promptly after receipt by an indemnified party
hereunder of notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be
made against the indemnifying party hereunder, notify the
indemnifying party in writing thereof, but the omission so to
notify the indemnifying party shall not relieve it from any
liability which it may have to such indemnified party other than
under this Section 9 and shall only relieve it from any liability
which it may have to such indemnified party under this Section 9
if and to the extent the indemnifying party is prejudiced by such
omission. In case any such action shall be brought against any
indemnified party and it shall notify the indemnifying party of
the commencement thereof, the indemnifying party shall be
entitled to participate in and, to the extent it shall wish, to
assume and undertake the defense thereof with counsel
satisfactory to such indemnified party, and, after notice from
the indemnifying party to such indemnified party of its election
so to assume and undertake the defense thereof and the approval
by the indemnified party of the counsel chosen by the
indemnifying party, the indemnifying party shall not be liable to
such indemnified party under this Section 9 for any legal
expenses subsequently incurred by such indemnified party in
connection with the defense thereof other than reasonable costs
of investigation and of liaison with counsel so selected,
provided, however, that, if the defendants in any such action
include both the indemnified party and the indemnifying party and
if the interests of the indemnified party reasonably may be
deemed to conflict with the interests of the indemnifying party,
the indemnified party shall have the right to select one separate
counsel and to assume such legal defenses and otherwise to
participate in the defense of such action, with the expenses and
fees of such separate counsel and other expenses related to such
participation to be reimbursed by the indemnifying party as
incurred. No indemnifying party will consent to entry of
judgment or enter into any settlement which 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 with respect to such claim or litigation.
(d) In order to provide for just and equitable
contribution to joint liability in any case in which either (i) a
Stockholder exercises rights under this Agreement and makes a
claim for indemnification pursuant to this Section 9 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 this Section 9 provides for indemnification in such
case, or (ii) contribution under the Securities Act may be
required on the part of the Stockholder in circumstances for
which indemnification is provided under this Section 9; then, and
in each such case, the Company and the Stockholders will
contribute to the aggregate losses, claims, damages or
liabilities to which they may be subject (after contribution from
others) in proportion to the relative fault of the Company, on
the one hand, and the Stockholders, on the other hand; provided,
however, that, in any such case, no person or entity guilty of
fraudulent misrepresentation (within the meaning of Section 10(f)
of the Securities Act) will be entitled to contribution from any
person or entity who was not guilty of such fraudulent
misrepresentation.
(e) The indemnities provided in this Section 9 shall
survive the transfer of any Shares by a Stockholder.
10. Reports Under Securities Exchange Act of 1934. With a
view to making available to each of the Stockholders the benefits
of Rule 144 promulgated under the Securities Act and any other
rule or regulation thereunder that may at any time permit any
such Stockholder to sell securities of the Company to the public
without registration, the Company agrees to:
(a) make and keep public information available, as
those terms are understood and defined in Rule 144;
(b) maintain registration of its Common Stock under
Section 12 of the Exchange Act;
(c) file in a timely manner all reports and other
documents required of the Company under the Securities Act and
the Exchange Act; and
(d) furnish to any such Stockholder, so long as the
Stockholder owns any Shares, forthwith upon request: (i) a
written statement by the Company that it has complied with the
reporting requirements of Rule 144, (ii) a copy of the most
recent annual or quarterly report of the Company and such other
reports and documents so filed by the Company; and (iii) such
other information as may be reasonably requested in availing the
Stockholder of any rule or regulation under the Securities Act
which permits the selling of any such securities without
registration or pursuant to such form.
11. Changes in Common Stock. If, and as often as, there is
any change in the Common Stock by way of a stock split, stock
dividend, combination or reclassification, or through a merger,
consolidation, reorganization or recapitalization, or by any
other means, appropriate adjustment shall be made in the
provisions hereof so that the rights and privileges granted
hereby shall continue with respect to the Shares as so changed.
12. Stockholder's Conduct. With respect to any sale of
Shares covered by a registration statement, each Stockholder
understands and agrees as follows:
(a) Each Stockholder will carefully review the
information concerning him contained in any registration
statement and will promptly notify the Company if such
information is not complete and accurate in all material
respects, including having properly disclosed any position,
office or other material relationship within the past three years
with the Company or its affiliates;
(b) Each Stockholder agrees to sell Shares only in the
manner set forth in (i) the applicable registration statement (or
in compliance with Section 4 hereof), (ii) the Affiliate
Agreement (as defined in the Acquisition Agreement) (if the
Stockholder is a party thereto) and (iii) Section 13;
(c) Each Stockholder agrees to comply with the anti-
manipulation rules under the Exchange Act in connection with
purchases and sales of securities of the Company during the time
any registration statement remains effective;
(d) Each Stockholder agrees to only sell Shares in a
jurisdiction after counsel for the Company has advised that such
sale is permissible under the applicable state securities or
"Blue Sky" laws;
(e) Each Stockholder agrees to comply with the
prospectus delivery requirements of the Securities Act;
(f) Each Stockholder agrees to notify the Company of
any and all planned sales and completed sales of Shares in
accordance with the terms of this Agreement; and
(g) Each Stockholder agrees to suspend sales during
the periods when sales are to be suspended pursuant to Section 7.
(h) In connection with the registration of the Shares,
each Stockholder will furnish to the Company in writing such
information requested by the Company with respect to himself and
the proposed distribution by him as shall be necessary in order
to comply with federal and applicable state securities laws.
(i) Each Stockholder hereby agrees that he will not
sell, exchange, transfer, pledge, dispose or otherwise reduce his
risk relative to any Shares owned by him during the period which
begins on the date hereof and ends at such time as the Company
publicly announces financial results covering at least thirty
days of combined operations of the Company and PPS. The Company,
at its discretion, may cause stop transfer orders to be placed
with its transfer agent with respect to the certificates
representing the Shares, provided that such stop transfer orders
are consistent with the other provisions of this Agreement.
13. Selling Procedures.
(a) Each Stockholder will notify the Company of his
intention to sell Shares under any registration statement not
less than five (5) nor more than fifteen (15) business days prior
to the expected date of such sale by faxing the "Takedown
Request" attached hereto as Exhibit A to:
Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP
000 Xxxx Xxxxxx
Xxxx Xxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attn: Xxxxxxx X. Xxxxxxx, Xx.
Phone: (000) 000-0000
Facsimile: (000) 000-0000
During this period, the Company will review the prospectus to
determine if a suspension pursuant to Section 7 is necessary or
appropriate. If the Company does not notify the Stockholder of a
suspension pursuant to Section 7, the Stockholder may conclude
the proposed sale, on the proposed date of sale, in accordance
with the Takedown Request.
(b) Each Stockholder will notify the Company of each
sale under any registration statement in accordance with the
Takedown Request within 24 hours of the sale by faxing the
"Notification of Sale" attached hereto as Exhibit B to:
Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP
000 Xxxx Xxxxxx
Xxxx Xxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attn: Xxxxxxx X. Xxxxxxx, Xx.
Phone: (000) 000-0000
Facsimile: (000) 000-0000
Based on the information set forth on the Notification of Sale,
the Company will prepare or cause to be prepared the appropriate
notifications to its Transfer Agent to remove the legend
described in Section 3 from the Shares so sold.
14. Miscellaneous.
(a) All covenants and agreements contained in this
Agreement by or on behalf of any of the parties hereto shall bind
and inure to the benefit of the respective successors and assigns
of the parties hereto (including without limitation transferees
of any Shares, provided, that such transferee executes a
counterpart signature page to this Agreement), whether so
expressed or not.
(b) All notices and other communications which by any
provision of this Agreement are required or permitted to be given
shall be given in writing and shall be (i) mailed by first-class
or express mail, postage prepaid, (ii) sent by telex, telegram,
telecopy or other form of rapid transmission, confirmed by
mailing (by first class or express mail, postage prepaid) written
confirmation at substantially the same time as such rapid
transmission, or (iii) personally delivered to the receiving
party (which if other than an individual shall be an officer or
other responsible party of the receiving party). All such
notices and communications shall be mailed, sent or delivered as
follows:
if to the Company, to:
PAREXEL International Corporation
000 Xxxx Xxxxxx
Xxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxx, Xx.
Senior Vice President and Chief
Financial Officer
Telecopy: (000) 000-0000
with a copy to:
Xxxxxxx X. Xxxxxxx, Xx.
Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP
000 Xxxx Xxxxxx
Xxxx Xxxxxx Xxxxx
Xxxxxx, XX 00000
Telecopy: (000) 000-0000
if to the Stockholders, to their addresses as set
forth on Schedule A hereto;
with a copy to:
Xxxx Xxxxxx
Xxxxxxx & Xxxxxx
000 0xx Xxxxxx
Xxx Xxxx, XX 00000
Telecopy: (000) 000-0000
if to any subsequent holder of Shares, to it at such
address as may have been furnished to the Company in
writing by such Stockholder;
or, in any case, at such other address or addresses as shall have
been furnished in writing to the Company (in the case of a
Stockholder) or to the Stockholders (in the case of the Company)
in accordance with the provisions of this paragraph. Notices
shall be deemed duly delivered five business days after being
sent by first class mail, postage prepaid, or two business days
after being sent via a reputable nationwide express mail service.
Notices delivered via any other means shall be deemed duly
delivered upon actual receipt by the individual for whom such
notice is intended. Any notice delivered to a party hereunder
shall be sent simultaneously, by the same means, to such party's
counsel as set forth above.
(c) This Agreement shall be governed by and construed
in accordance with the laws of the Commonwealth of Massachusetts.
(d) This Agreement may be amended or modified, and
provisions hereof may be waived, with the written consent of the
Company and the holders of at least a majority of the outstanding
Shares.
(e) This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
(f) If any provision of this Agreement shall be held
to be illegal, invalid or unenforceable, such illegality,
invalidity or unenforceability shall attach only to such
provision and shall not in any manner affect or render illegal,
invalid or unenforceable any other provision of this Agreement,
and this Agreement shall be carried out as if any such illegal,
invalid or unenforceable provision were not contained herein.
(g) This Agreement shall become effective upon
Completion.
IN WITNESS WHEREOF, the parties hereto have duly executed
this Agreement as of the day and year first above written.
THE COMPANY:
PAREXEL International Corporation
By:/s/Xxxxx X. Xxxxxxxx
Name Xxxxx Xxxxxxx Xxxxxxxx
Title:Chief Administrative Officer
STOCKHOLDERS:
/s/Xxxxxxx Xxxxxxx Caswill
/s/Xxxxx Xxxxx Xxxxxx
/s/Xxxxxxx Xxxxxx Xxxxxxxxxx
/s/Xxxx Xxxxxxx Xxxxxxxxxx
Xxxxxxx Xxxxx Investments Plc
/s/Xxxxxxx Xxxxxxxxxxx
/s/Xxxxx Xxxxxxxx
HSBC Trustee (Jersey) Limited Re:
TCA INT
/s/Xxxxxx Xxxxx
/s/ Xxxxx Xx Xxxxxxxxx
Clarendon Trust Company Ltd.
/s/Xxxxxx Xx Xxxxx
/s/Xxxx Xxxxxxx
Royal Bank of Scotland
/s/Xxxxxx Xxxxxx
/s/Xxxxx Xxxxxx
[Each Stockholder must complete page 15 of this Agreement]
Stockholder Name:______________________________
Principal Residence Address:
Note: Non-principal residence addresses and post office boxes
cannot be accepted.
_______________________________________________
(Number and Street)
_______________________________________________
(City, State) (Zip Code)
_______________________________________________
(Residence Telephone)
Mailing Address (if different from above):
_______________________________________________
(Number and Street)
_______________________________________________
(City, State) (Zip Code)
Citizenship:_____________________________________
Social Security or Taxpayer I.D. No.:_________________
Schedule A
to Registration Rights Agreement
Stockholder Address Phone Number Fax Number
Name
Exhibit A
to Registration Rights Agreement
TAKEDOWN REQUEST
The undersigned Stockholder intends to offer and sell to the
public Shares of PAREXEL International Corporation registered
under a certain Registration Statement on Form S-3, File No. 333-
_______.
Name, Address,
Telephone Number
Name, Address, and Facsimile Number Number Propose
Telephone Number Number of Agent, of of d Date
and Facsimile Broker-Dealer or Shares Shares of
Number of Underwriter Owned to be Sale*
Stockholder Sold
* MUST BE AT LEAST FIVE (5) AND NOT MORE THAN FIFTEEN (15)
BUSINESS DAYS AFTER THE DATE HEREOF.
Other Information:
The undersigned Stockholder agrees to provide all reasonably
necessary information and reasonably necessary materials and to
take all reasonably necessary actions as may be required in order
for PAREXEL International Corporation to comply with all
applicable securities laws.
Signature of Stockholder
Print Name
Date
ALL TAKEDOWN REQUESTS SHOULD BE FORWARDED BY FACSIMILE TO:
XXXXX, XXXXXXX & XXXXXXXXX, LLP
000 XXXX XXXXXX
XXXX XXXXXX XXXXX
XXXXXX, XXXXXXXXXXXXX 00000
ATTN: XXXXXXX X. XXXXXXX, XX.
PHONE: (000) 000-0000
FACSIMILE: (000) 000-0000
AT LEAST FIVE (5) AND NOT MORE THAN FIFTEEN (15) BUSINESS DAYS
PRIOR TO A PROPOSED SALE
Exhibit B
to Registration Rights Agreement
NOTIFICATION OF SALE
The undersigned Stockholder sold to the public Shares of
PAREXEL International Corporation registered under a certain
Registration Statement on Form S-3, File No. 333-_______, as
follows.
Name, Address,
Telephone Number
Name, Address, and Facsimile Number Number
Telephone Number Number of Agent, of of Date
and Facsimile Broker-Dealer or Shares Shares of Sale
Number of Underwriter Owned Sold
Stockholder
Other Information:
Signature of Stockholder
Print Name
Date
ALL NOTIFICATIONS OF SALE SHOULD BE FORWARDED BY FACSIMILE TO:
XXXXX, XXXXXXX & XXXXXXXXX, LLP
000 XXXX XXXXXX
XXXX XXXXXX XXXXX
XXXXXX, XXXXXXXXXXXXX 00000
ATTN: XXXXXXX X. XXXXXXX, XX.
PHONE: (000) 000-0000
FACSIMILE: (000) 000-0000
WITHIN 24 HOURS FOLLOWING A SALE
