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EXHIBIT 4.01
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (the "AGREEMENT") is entered into as
of May 28, 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 Amended and Restated Agreement and Plan of
Reorganization by and among the Company, VERITAS Software Corporation, a
Delaware corporation ("VERITAS"), Seagate Technology, Inc., a Delaware
corporation ("STI"), Seagate Software, Inc., a Delaware corporation ("SSI" or
the "STOCKHOLDER") and Seagate Software Network & Storage Management Group,
Inc., a Delaware corporation, dated April 15, 1999 (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.
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(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
securities of the Company entitled to inclusion in such Registration, and THIRD
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 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 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 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 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 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 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
/s/ XXXX XXXXXX
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Signature of Authorized Signatory
Xxxx Xxxxxx, President and CEO
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Print Name and Title
"STOCKHOLDER"
SEAGATE SOFTWARE, INC.,
A DELAWARE CORPORATION
/s/ XXXXX X. XXXXXXXXXXX
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Signature of Authorized Signatory
Xxxxx X. Xxxxxxxxxxx, Chief Financial
Officer
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Print Name and Title
Address:
12
