Exhibit 4.3
REGISTRATION RIGHTS AGREEMENT
AGREEMENT dated as of December 1, 1997 among PAREXEL
International Corporation, a Massachusetts corporation (the
"Company") and Xxxxxxxx X. Xxxxxx, P. Xxxxxxx Xxxxxxxxx, Xxxx X.
Xxxxxx, Xxxxxx Xxxxxxxx, Xxxx X. Parenteau, Xxxxxx Xxxxxxx, Xxxxx
Xxxx and Xxx X. Xxxx (individually, a "Stockholder," and
collectively, the "Stockholders").
W I T N E S S E T H :
WHEREAS, pursuant to the Agreement and Plan of Reorganization
and Merger dated as of October 22, 1997 (the "Merger Agreement")
among the Company, KMI Acquisition Corporation, a Massachusetts
corporation ("Sub"), Xxxxxx-Xxxxxxxxx, Inc., a Delaware
corporation ("KMI") and the other parties named therein, Sub will
be merged with and into KMI and KMI will become a wholly-owned
subsidiary of the Company;
WHEREAS, in connection therewith, the Stockholders will
receive unregistered shares of Common Stock of the Company (the
"Shares"); and
WHEREAS, the Company and the Stockholders wish to set forth
certain rights and obligations with regard to the registration of
the Shares;
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 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 Merger 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 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 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 9.
2. Compliance with Securities Laws. The Stockholders
represent and warrant that they:
(a) have paid no brokerage or similar commissions in
connection with the acquisition of the Shares.
(b) are acquiring such Shares solely for their own
account.
(c) have provided such information as may reasonably
have been requested by the Company in order for the Company or
its counsel to evaluate the availability of an exemption under
the Securities Act for the issuance of the Shares to the
Stockholders.
3. 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 this Agreement. The Stockholders
further recognize and acknowledge that, because the Shares are
unregistered under federal and state laws, they 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.
4. Restrictive Legend. Each certificate representing
Shares shall, except as otherwise provided in this Section 4 or
in Section 5, 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 except in accordance with the terms thereof
and 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 the securities
being sold 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.
5. 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 6 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 4, 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), (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.
6. Required Registration. The Company agrees to use
commercially 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 fifty percent (50%) of the Shares to be filed no
later than the 90th day following the date of the Merger
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
the remaining fifty percent (50%) of the Shares (including all of
the Holdback Shares) to be filed approximately 180 days after the
filing date of the Initial Registration Statement; and (iii)
cause the Initial Registration Statement to become effective as
soon as practicable after the filing of the Initial Registration
Statement and thereafter remain effective until the earlier of
(A) one year after the date of the Merger Agreement or (B) the
sale of all Shares covered thereby. 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-closing combined operating results of the Company
and KMI (the "Pooling Restricted Period"), and the Company may
suspend sales in accordance with Section 8 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 8.
7. Registration Procedures. If and whenever the Company
is required by the provisions of Section 6 to use commercially
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, 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 subject to quotation on the Nasdaq
National Market; 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 8.
8. 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 Company has made a determination to
conduct a public offering;
(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 which, in the good faith
determination of its Board of Directors, the disclosure of
which would not be in the interests of the Company or its
stockholders during that time; or
(iv) the Company is engaged in any activity at any
time that, in the good faith determination of its Board of
Directors, would be adversely affected by the continued
compliance with this Agreement or the continued distribution
of the Shares by the Stockholders.
(b) The Company shall use commercially reasonable
efforts to minimize the length of any suspension:
(i) under Section 8(a)(i), to a period of thirty
(30) days, 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
commercially reasonable efforts to file the appropriate
documentation in respect of, and otherwise complete, such public
offering as expeditiously as practicable;
(ii) under Section 8(a)(ii), to a period of three
(3) business days;
(iii) under Section 8(a)(iii) or 8(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 earliest of: (A) the date on
which the Company publicly announces the acquisition, (B) the
closing of the transaction and the making of all required filings
under the Securities Act or Exchange Act, or (C) the date on
which discussions regarding the acquisition are terminated; and
(iv) under Section 8(a)(iii) or 8(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 (provided,
however, that the Company shall not avail itself of the
suspension rights contained in Section 8(a)(iv) more than once in
every six (6) month period commencing on the date of
effectiveness of the Registration Statement).
9. Expenses. All expenses incurred by the Company in
complying with Section 6, 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, delayed or
abandoned for any reason by the Stockholders.
10. Indemnification and Contribution.
(a) In connection with the registration of the Shares
under the Securities Act pursuant to Section 6, the Company will
indemnify and hold harmless each Stockholder, each underwriter of
such Shares thereunder and each other person, if any, who
controls such 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 6, 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 information furnished by any
such Stockholder, any such underwriter or any such controlling
person.
(b) In connection with the registration of the Shares
under the Securities Act pursuant to Section 6, the Stockholders
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 the Stockholders to comply with the provisions of Section 13
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 the Stockholders 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 based upon information
pertaining to the Stockholders, furnished by or for the
Stockholders in writing.
(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 10 and shall only relieve it from any
liability which it may have to such indemnified party under this
Section 10 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 10 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 a 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.
(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 10 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 10 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 10; 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 10 shall
survive the transfer of any Shares by the Stockholder.
11. 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.
12. 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.
13. 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 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 5 hereof), (ii) the Affiliate
Agreement (as defined in the Merger Agreement) and (iii) Section
14;
(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 promptly notify the
Company of any and all planned sales and completed sales of
Shares; and
(g) Each Stockholder agrees to suspend sales during
the periods when sales are to be suspended pursuant to Section 8.
(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 KMI. 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.
14. Selling Procedures.
(a) Each Stockholder will notify the Company of his
intention to sell Shares under any registration statement not
less than five (5) 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 8 is necessary or
appropriate. If the Company does not notify the Stockholder of a
suspension pursuant to Section 8, the Stockholder may conclude
the proposed sale, on the proposed date of sale, strictly 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 4 from the Shares so sold.
15. Representations and Covenants. Each Stockholder hereby
represents and warrants to the Company as follows:
(a) THE STOCKHOLDER UNDERSTANDS THAT HIS INVESTMENT IN
THE SHARES INVOLVES RISK.
(b) THE STOCKHOLDER HAS CONSULTED HIS OWN ATTORNEY(S),
ACCOUNTANT(S) OR INVESTMENT ADVISOR(S) WITH RESPECT TO THE
INVESTMENT CONTEMPLATED HEREBY AND ITS SUITABILITY FOR THE
STOCKHOLDER. ANY SPECIFIC ACKNOWLEDGMENT SET FORTH BELOW WITH
RESPECT TO ANY STATEMENT OR INFORMATION FURNISHED TO THE
STOCKHOLDER SHALL NOT BE DEEMED TO LIMIT THE GENERALITY OF THIS
REPRESENTATION AND WARRANTY.
(c) The Stockholder understands that he must bear the
economic risk of this investment until such time as the Shares
are registered; that the Shares are not currently registered
under the Securities Act, and, therefore, cannot be resold unless
they are subsequently registered under the Securities Act or
unless an exemption from such registration is available; that the
Stockholder is purchasing the Shares with no present view toward
resale or other distribution thereof; and that the Stockholder
agrees not to resell or otherwise dispose of all or any part of
the Shares, except as permitted by law, including, without
limitation, any and all applicable provisions of the Merger
Agreement and this Agreement and any regulations under the
Securities Act and applicable state securities laws.
(d) The Stockholder has adequate means of providing
for his current needs and personal contingencies and has no need
for liquidity in connection with this investment in the Shares.
(e) The Stockholder has reviewed the representations
and warranties of the Company set forth in the Merger Agreement,
as well as the information provided to the Stockholder by the
Company pursuant to Section 5.05 of the Merger Agreement and has
consulted with his personal legal and financial advisors in
evaluating the merits and risks of the investment in the Shares.
(f) The Stockholder received an offer concerning the
Shares and first learned of this investment in the state or other
jurisdiction listed in the Stockholder's residence address on the
signature page hereto, and intends that the state securities laws
of that state or other jurisdiction alone govern this
transaction.
(g) The Stockholder hereby acknowledges receipt of the
documents described in Section 5.05 of the Merger Agreement,
which documents each Stockholder has reviewed. The Stockholder
further acknowledges and warrants that, prior to the execution of
this Agreement, he has had the opportunity to ask questions and
receive answers from the Company and KMI concerning the terms and
conditions of the transactions contemplated by the Merger
Agreement and the issuance of the Shares, and concerning any of
the documents identified above, and to obtain such additional
further information from the Company and KMI as he has deemed
necessary to verify the accuracy of the information contained in
the documents identified above or any other information furnished
to the Stockholder.
(h) The Stockholder has been advised that, as of the
date hereof, he may be deemed to be an "affiliate" of KMI, as the
term "affiliate" is used in and for purposes of Accounting Series
Releases 130 and 135, as amended, of the Commission.
(i) The Stockholder understands that the
representations, warranties and covenants set forth herein will
be relied upon by KMI, the Company, the stockholders of the
Company and their respective counsel and accounting firms.
(j) The Stockholder hereby represents and warrants
that he has not sold, exchanged, transferred, pledged, disposed
or otherwise reduced his risk relative to any shares of KMI
common stock owned by him during the 30 day period preceding the
date hereof.
16. 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 (a) mailed by first-class
or express mail, postage prepaid, (b) 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 (c) 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:
Xxxxxxxx X. Xxxxxx
00 Xxxxxx Xxxx
Xxxxxxxxx, XX 00000
P. Xxxxxxx Xxxxxxxxx
000 Xxxxxxxx Xxxx
Xxxxxx, XX 00000
Xxxx X. Xxxxxx
0 Xxxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
Xxxxxx Xxxxxxxx
0000 Xxxxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Xxxx X. Parenteau
0 Xxxxxxx Xxxxxxx Xxxx
Xxxxx, XX 00000
Xxxxxx Xxxxxxx
00 Xxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Xxxxx Xxxx
00 Xxxxxxxxx Xxx
Xxxxxxxx, XX 00000
Xxx X. Xxxx
00 Xxxx Xxxxxx
Xxxxxxxxxx, XX 00000
with a copy to:
Xxxxx X. Xxxxx, Esq.
Xxxxx & Xxxxx
00 Xxxxx Xxxxxx
Xxxxxxxxx, 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 three business days after being
sent by first class mail, postage prepaid, or one business day
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.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.
PAREXEL International Corporation
By: Xxxxx X. xxx Xxxxxxxxxx
Name: Xxxxx X. xxx Xxxxxxxxxx
Title: President and CEO
Xxxxxxxx X. Xxxxxx
Xxxxxxxx X. Xxxxxx
P. Xxxxxxx Xxxxxxxxx
P. Xxxxxxx Xxxxxxxxx
Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
Xxxxxx Xxxxxxxx
Xxxxxx Xxxxxxxx
Xxxx X. Parenteau
Xxxx X. Parenteau
Xxxxxx Xxxxxxx
Xxxxxx Xxxxxxx
Xxxxx Xxxx
Xxxxx Xxxx
Xxx X. Xxxx
Xxx X. Xxxx
[You must complete pages _____ of this Agreement]
XXXXXXXX X. XXXXXX
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.:_________________
If the Stockholder is a natural person and is an accredited
investor described by category 12 or 13 (or both) set forth on
the attached Exhibit C, please check this box.
If the Stockholder has not checked the box above, please
check this box if at least one of the categories set forth on the
attached Exhibit C describes you.
P. XXXXXXX XXXXXXXXX
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.:_________________
If the Stockholder is a natural person and is an accredited
investor described by category 12 or 13 (or both) set forth on
the attached Exhibit C, please check this box.
If the Stockholder has not checked the box above, please
check this box if at least one of the categories set forth on the
attached Exhibit C describes you.
XXXX X. XXXXXX
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.:_________________
If the Stockholder is a natural person and is an accredited
investor described by category 12 or 13 (or both) set forth on
the attached Exhibit C, please check this box.
If the Stockholder has not checked the box above, please
check this box if at least one of the categories set forth on the
attached Exhibit C describes you.
XXXXXX XXXXXXXX
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.:_________________
If the Stockholder is a natural person and is an accredited
investor described by category 12 or 13 (or both) set forth on
the attached Exhibit C, please check this box.
If the Stockholder has not checked the box above, please
check this box if at least one of the categories set forth on the
attached Exhibit C describes you.
XXXX X. PARENTEAU
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.:_________________
If the Stockholder is a natural person and is an accredited
investor described by category 12 or 13 (or both) set forth on
the attached Exhibit C, please check this box.
If the Stockholder has not checked the box above, please
check this box if at least one of the categories set forth on the
attached Exhibit C describes you.
XXXXXX XXXXXXX
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.:_________________
If the Stockholder is a natural person and is an accredited
investor described by category 12 or 13 (or both) set forth on
the attached Exhibit C, please check this box.
If the Stockholder has not checked the box above, please
check this box if at least one of the categories set forth on the
attached Exhibit C describes you.
XXXXX XXXX
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.:_________________
If the Stockholder is a natural person and is an accredited
investor described by category 12 or 13 (or both) set forth on
the attached Exhibit C, please check this box.
If the Stockholder has not checked the box above, please
check this box if at least one of the categories set forth on the
attached Exhibit C describes you.
XXX X. XXXX
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.:_________________
If the Stockholder is a natural person and is an accredited
investor described by category 12 or 13 (or both) set forth on
the attached Exhibit C, please check this box.
If the Stockholder has not checked the box above, please
check this box if at least one of the categories set forth on the
attached Exhibit C describes you.
