EXHIBIT 10.19
USWEB CORPORATION HOLDER AGREEMENT
THIS USWEB CORPORATION HOLDER AGREEMENT ("Agreement") dated as of August
---------
31, 1998, is entered into among USWeb Corporation, a Delaware corporation
("USWeb"), the undersigned Holder ("Holder") of USWeb and CKS Group, Inc., a
------- ------
Delaware corporation ("CKS").
USWeb and CKS have entered into an Agreement and Plan of Reorganization
("Merger Agreement") dated August 31, 1998 pursuant to which a subsidiary of
------------------
USWeb will merge with and into CKS ("Merger"), and CKS will become a subsidiary
------
of USWeb (capitalized terms not otherwise defined herein shall have the meanings
ascribed to them in the Merger Agreement).
Pursuant to the Merger, at the Effective Time the outstanding shares of
CKS Common Stock, including any shares owned by Holder, will be converted into
the right to receive shares of Common Stock of USWeb.
It is intended that the Merger will constitute a reorganization within
the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended
(the "Code"), and that it will be a condition to effectiveness of the Merger
----
that legal counsel for each of CKS and USWeb will have delivered written
opinions to such effect.
The execution and delivery of this Agreement by Holder is a material
inducement to CKS to enter into the Merger Agreement.
Holder has been advised that Holder may be deemed to be an "Holder" of
USWeb, as the term "Holder" is used (i) for purposes of paragraphs (c) and (d)
of Rule 145 of the Rules and Regulations (the "Rules and Regulations") of the
Securities and Exchange Commission (the "Commission") and (ii) in the
Commission's Accounting Series Releases 130 and 135, as amended, although
nothing contained herein shall be construed as an admission by Holder that
Holder is in fact an Holder of USWeb.
NOW, THEREFORE, intending to be legally bound, the parties hereby agree
as follows:
1. Acknowledgments by Holder. Holder acknowledges and understands that
---------------
the representations, warranties and covenants by Holder set forth herein will be
relied upon by CKS, USWeb, and their respective Holders and counsel, and that
substantial losses and damages may be incurred by these persons if Holder's
representations, warranties or covenants are breached. Holder has carefully read
this Agreement and the Merger Agreement and has had the opportunity to discuss
the requirements of this Agreement with his or her professional advisors, who
are qualified to advise him or her with regard to such matters.
2. Covenants Related to Pooling of Interests. During the period
-----------------------------------------
prescribed by Staff Accounting Bulletin No. 65, Holder will not sell, exchange,
transfer, pledge, distribute, make any gift or otherwise dispose of or grant any
option, establish any "short" or put-equivalent position with respect to or
enter into any similar transaction (through derivatives or otherwise) intended
to reduce or having the effect, directly or indirectly, of reducing Holder's
risk relative to any shares of USWeb Common Stock or CKS Common Stock
beneficially owned presently or subsequently acquired. USWeb may, at its
discretion, place a stop transfer notice consistent with the foregoing with its
transfer agent with respect to the certificates. Notwithstanding the foregoing,
Holder is entitled to sell or dispose of shares so long as such sale or
disposition is in accordance with the "de minimis" test set forth in Commission
Staff Accounting Bulletin No. 76; provided, that Holder has first obtained
--------
USWeb's prior written approval of such sale or disposition (not to be
unreasonably withheld).
3. Beneficial Ownership of Stock. Except for USWeb Common Stock and
-----------------------------
CKS Common Stock and warrants and options to purchase USWeb or CKS Common Stock
set forth below the signatures below, Holder does not beneficially own any
shares of USWeb or CKS Common Stock or any other equity securities of USWeb or
CKS or any options, warrants or other rights to acquire any equity securities of
USWeb or CKS.
4. Miscellaneous.
-------------
(a) For the convenience of the parties hereto, this Agreement may
be executed in one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same document.
(b) This Agreement shall be enforceable by, and shall inure to the
benefit of and be binding upon, the parties hereto and their respective
successors and assigns. As used herein, the term "successors and assigns" shall
mean, where the context so permits, heirs, executors, administrators, trustees
and successor trustees, and personal and other representatives.
(c) This Agreement shall be governed by and construed, interpreted
and enforced in accordance with the internal laws of the State of Delaware.
(d) If a court of competent jurisdiction determines that any
provision of this Agreement is not enforceable or enforceable only if limited in
time or scope, this Agreement shall continue in full force and effect with such
provision stricken or so limited.
(e) Counsel to the parties to the Agreement shall be entitled to
rely upon this Agreement as appropriate.
(f) This Agreement shall not be modified or amended, or any right
hereunder waived or any obligation excused, except by a written agreement signed
by both parties.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
set forth on the first page of this Agreement.
CKS GROUP, INC. USWEB CORPORATION
By:_______________________ By:_________________________________
Title:____________________ Title:______________________________
HOLDER
By:_________________________________
Name of Holder:_____________________
Name of Signatory (if different from
name of Holder):____________________
Title of Signatory
(if applicable):____________________
CKS shares beneficially owned: USWeb shares beneficially owned:
None None
***USWEB CORPORATION HOLDER AGREEMENT***
-3-
