PURCHASE AGREEMENT
between
TELESCAN, INC.
and
TRANSTERRA COMPANY
June 28, 1995
TABLE OF CONTENTS
Page
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Section 1. Authorization and Closings . . . . . . . . . . . . . . . . . . . . 1
1.01 Authorization of the Common Stock. . . . . . . . . . . . . 1
1.02 Purchase and Sale of the Common Stock. . . . . . . . . . . 1
1.03 The Closing. . . . . . . . . . . . . . . . . . . . . . . . 1
Section 2. Conditions of the Purchaser's Obligation
at each Closing . . . . . . . . . . . . . . . . . . . . . . . . 2
2.01 Representations and Warranties; Covenants. . . . . . . . . 2
2.02 Legal Proceedings. . . . . . . . . . . . . . . . . . . . . 2
2.03 Blue Sky Clearance . . . . . . . . . . . . . . . . . . . . 2
2.04 Registration Agreement . . . . . . . . . . . . . . . . . . 2
2.05 Closing Documents. . . . . . . . . . . . . . . . . . . . . 2
Section 3. Covenants. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3.01 General. . . . . . . . . . . . . . . . . . . . . . . . . . 3
3.02 Notice of Developments . . . . . . . . . . . . . . . . . . 3
3.03 Current Public Information . . . . . . . . . . . . . . . . 3
3.04 Reservation of Common Stock. . . . . . . . . . . . . . . . 4
Section 4. Restricted Securities. . . . . . . . . . . . . . . . . . . . . . . 4
4.01 Transfer of Restricted Securities. . . . . . . . . . . . . 4
4.02 Purchaser's Investment Representations . . . . . . . . . . 4
Section 5. Representations and Warranties of the Company. . . . . . . . . . . 5
5.01 Organization and Corporate Power . . . . . . . . . . . . . 5
5.02 Capital Stock and Related Matters. . . . . . . . . . . . . 5
5.03 Subsidiaries; Investments. . . . . . . . . . . . . . . . . 6
5.04 Authorization; No Breach . . . . . . . . . . . . . . . . . 6
5.05 Reports with the Securities and Exchange Commission. . . . 6
5.06 No Material Adverse Change . . . . . . . . . . . . . . . . 7
5.07 Litigation, etc. . . . . . . . . . . . . . . . . . . . . . 7
5.08 Brokerage. . . . . . . . . . . . . . . . . . . . . . . . . 7
5.09 Disclosure . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 6. Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 7. Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . . . . 9
7.01 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . 9
7.02 Remedies . . . . . . . . . . . . . . . . . . . . . . . . . 9
7.03 Amendments . . . . . . . . . . . . . . . . . . . . . . . .10
7.04 Survival of Representations and Warranties . . . . . . . .10
7.05 Successors and Assigns . . . . . . . . . . . . . . . . . .10
7.06 Severability . . . . . . . . . . . . . . . . . . . . . . .10
7.07 Counterparts . . . . . . . . . . . . . . . . . . . . . . .10
7.08 Descriptive Headings; Interpretation . . . . . . . . . . .10
7.09 Governing Law. . . . . . . . . . . . . . . . . . . . . . .11
7.10 Notices. . . . . . . . . . . . . . . . . . . . . . . . . .11
7.11 Press Releases . . . . . . . . . . . . . . . . . . . . . .12
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PURCHASE AGREEMENT
THIS AGREEMENT is made as of June 28, 1995, between Telescan, Inc., a
Delaware corporation (the "Company"), and TransTerra Company, a Nebraska
corporation (the "Purchaser"). Except as otherwise indicated herein,
capitalized terms used herein are defined in Section 6 hereof.
The parties hereto agree as follows:
Section 1. AUTHORIZATION AND CLOSINGS.
1.01 AUTHORIZATION OF THE COMMON STOCK. The Company shall authorize
the issuance and sale to the Purchaser of a number of shares of its Common
Stock, par value $.01 per share (the "Common Stock"), necessary to fulfill its
obligations pursuant to this Agreement.
1.02 PURCHASE AND SALE OF THE COMMON STOCK. At each Closing, the
Company shall sell to the Purchaser and, subject to the terms and conditions set
forth herein, the Purchaser shall purchase from the Company, the number of
shares of Common Stock set forth opposite such Closing under the heading "Number
of Shares" on the "Schedule of Purchases" attached hereto. The sale of Common
Stock to the Purchaser at each Closing shall constitute a separate sale
hereunder.
1.03 THE CLOSINGS. (a) The initial closing of the separate purchases
and sales of the Common Stock (the "Initial Closing") shall take place at the
offices of the Company at 10:00 a.m. on June 28, 1995, or at such other place or
on such other date as may be mutually agreeable to the Company and the
Purchaser.
(b) The next closing of the separate purchases and sales of the
Common Stock (the "Second Closing") shall take place at the offices of the
Company at 10:00 a.m. on September 29, 1995, or at such other place or on such
other date as may be mutually agreeable to the Company and the Purchaser.
(c) The next closing of the separate purchases and sales of the
Common Stock (the "Third Closing") shall take place at the offices of the
Company at 10:00 a.m. on December 29, 1996, or at such other place or on such
other date as may be mutually agreeable to the Company and the Purchaser.
(d) The final closing of the separate purchases and sales of the
Common Stock (the "Final Closing") shall take place at
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the offices of the Company at 10:00 a.m. on March 29, 1996, or at such other
place and on such other date as may be mutually agreeable to the Company and the
Purchaser.
(e) At each Closing, the Company shall deliver to the Purchaser stock
certificates evidencing the Common Stock to be purchased by the Purchaser at
such Closing, registered in the Purchaser's or its nominee's name, upon payment
of the purchase price thereof by a cashier's or certified check, or by wire
transfer of immediately available funds to an account designated in writing by
the Company, in the amount set forth opposite such Closing under the heading
"Total Purchase Price" on the Schedule of Purchases attached hereto.
Section 2. CONDITIONS OF THE PURCHASER'S OBLIGATION AT EACH CLOSING.
The obligation of the Purchaser to purchase and pay for the Common Stock at each
Closing is subject to the satisfaction as of such Closing of the following
conditions:
2.01 REPRESENTATIONS AND WARRANTIES; COVENANTS. The representations
and warranties contained in Section 5 hereof shall be true and correct in all
material respects at and as of such Closing as though then made, but excluding
any disclosures made by the Company as provided in Section 3.02 hereof, and the
Company shall have performed in all material respects all of the covenants
required to be performed by it hereunder prior to such Closing.
2.02 LEGAL PROCEEDINGS. There shall be no injunction, judgment,
order, decree or ruling in effect preventing the consummation of the
transactions contemplated by this Agreement nor shall there be any pending legal
or administrative proceeding seeking to enjoin or prevent the consummation of
the transactions contemplated by this Agreement.
2.03 BLUE SKY CLEARANCE. The Company shall have made all filings
under applicable state securities laws necessary to consummate the issuance of
the Common Stock pursuant to this Agreement in compliance with such laws.
2.04 REGISTRATION AGREEMENT. The Company and the Purchaser shall have
entered into a registration agreement in form and substance as set forth in
EXHIBIT A attached hereto (the "Registration Agreement"), and the Registration
Agreement shall be in full force and effect as of such Closing.
2.05 CLOSING DOCUMENTS. The Company shall have delivered to the
Purchaser all of the following documents:
(i) an Officer's Certificate, dated the date of such Closing, stating
that the conditions specified in Sections
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2.01 through 2.03 hereof, inclusive, have been fully satisfied;
(ii) certified copies of (a) the resolutions duly adopted by the
Company's board of directors authorizing the execution, delivery and
performance of this Agreement and the Registration Agreement;
(iii) certified copies of the Certificate of Incorporation and
bylaws of the Company, each as in effect at such Closing;
(iv) copies of all third party and governmental consents, approvals
and filings, if any, required in connection with the consummation of the
transactions hereunder (including, without limitation, all blue sky law
filings and waivers of all preemptive rights and rights of first refusal);
and
(v) such other documents relating to the transactions contemplated by
this Agreement as the Purchaser or its counsel may reasonably request.
Any condition specified in this Section 2 may be waived in writing by the
Purchaser.
Section 3. COVENANTS.
3.01 GENERAL. The Company shall use its good faith reasonable efforts
to cause the conditions set forth in Section 2 hereof to be fulfilled and
satisfied and to consummate the transactions contemplated by this Agreement as
soon as practicable.
3.02 NOTICE OF DEVELOPMENTS. Prior to the Final Closing, the Company
shall give prompt written notice of (a) the occurrence, or failure to occur, of
any event, which failure or occurrence would be likely to cause any
representation or warranty contained in this Agreement to be untrue or
inaccurate in any material respect and (b) any failure of the Company to comply
with or satisfy in any material respect any covenant or agreement to be complied
with or satisfied by it pursuant to this Agreement.
3.03 CURRENT PUBLIC INFORMATION. The Company shall file all reports
required to be filed by it under the Securities Act and the Securities Exchange
Act and the rules and regulations adopted by the Securities and Exchange
Commission thereunder and shall take such further action as the Purchaser may
reasonably request to the extent required to enable the Purchaser to sell Common
Stock pursuant to Rule 144 adopted by the Securities and Exchange Commission
under the Securities Act (as such rule may be amended from time to time) or any
similar rule or regulation hereafter
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adopted by the Securities and Exchange Commission. Upon request, the Company
shall deliver to the Purchaser a written statement as to whether it has complied
with such requirements.
3.04 RESERVATION OF COMMON STOCK. The Company shall at all times keep
available out of its authorized but unissued shares of Common Stock solely for
the purpose of issuance to the Purchaser pursuant to this Agreement such number
of shares of Common Stock reasonably anticipated by the Company to be required
to be issued pursuant to the terms of this Agreement. All shares of Common
Stock which are so issuable shall, when issued, be duly and validly issued,
fully paid and nonassessable and free from all taxes, liens and charges. The
Company shall take all such actions as may be necessary to assure that all such
shares of Common Stock may be so issued without violation of any applicable law
or governmental regulation or any requirements of any domestic securities
exchange upon which shares of Common Stock may be listed (except for official
notice of issuance which shall be immediately transmitted by the Company upon
issuance).
Section 4. RESTRICTED SECURITIES.
4.01 TRANSFER OF RESTRICTED SECURITIES.
(a) Restricted Securities are transferable only pursuant to (i)
public offerings registered under the Securities Act, (ii) Rule 144 of the
Securities and Exchange Commission (or any similar rule or rules then in
force) if such rule is available and (iii) subject to the conditions
specified in Section 4.02 below, any other legally available exemption from
the registration requirements of the Securities Act.
(b) Upon the request of any holder of Restricted Securities, the
Company shall remove the legend set forth in Section 4.02 hereof from the
certificates for such holder's Restricted Securities; PROVIDED, that such
Restricted Securities are eligible for sale pursuant to Rule 144(k).
4.02 PURCHASER'S INVESTMENT REPRESENTATIONS. The Purchaser hereby
represents that it is acquiring the Restricted Securities purchased hereunder or
acquired pursuant hereto for its own account with the present intention of
holding such securities for purposes of investment, and that it has no intention
of selling such securities in a public distribution in violation of the federal
securities laws or any applicable state securities laws; PROVIDED, that nothing
contained herein shall prevent the Purchaser and subsequent holders of
Restricted Securities from transferring such securities in compliance with the
provisions of Section 4.01 hereof. Each certificate for Restricted Securities
shall be imprinted with a legend in substantially the following form:
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The shares represented by this certificate have not been registered
under the Securities Act of 1933, as amended (the "Act"). The holder
represents that he has acquired these shares for investment and not
with a view to resale or distribution thereof within the meaning of
the Act. These shares may be transferred only under an effective
registration statement, or pursuant to an exemption from registration
under the general rules and regulations under the Act.
Section 5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. As a
material inducement to the Purchaser to enter into this Agreement and purchase
the Common Stock, the Company hereby represents and warrants that:
5.01 ORGANIZATION AND CORPORATE POWER. The Company is a corporation
duly organized, validly existing and in good standing under the laws of Delaware
and is qualified to do business in every jurisdiction in which the failure to so
qualify would reasonably be expected to have a material adverse effect on the
financial condition, operating results, assets, operations or business of the
Company and its Subsidiaries taken as a whole (a "Material Adverse Effect").
The Company has all requisite corporate power and authority and all material
licenses, permits and authorizations necessary to own and operate its
properties, to carry on its businesses and to carry out the transactions
contemplated by this Agreement. The copies of the Company's and each
Subsidiary's charter documents and bylaws which have been furnished to the
Purchaser's counsel reflect all amendments made thereto at any time prior to the
date of this Agreement and are correct and complete.
5.02 CAPITAL STOCK AND RELATED MATTERS.
(i) As of the Initial Closing, the authorized capital stock of the Company
shall consist of 15,000,000 shares of Common Stock, of which 9,587,121 shares
shall be issued and outstanding, and 10,000,000 shares of Preferred Stock, par
value $.01 per share, of which no shares shall be issued and outstanding. As of
each Closing, all of the outstanding shares of the Company's capital stock shall
be validly issued, fully paid and nonassessable.
(ii) There are no statutory or, to the best of the Company's knowledge,
contractual stockholders preemptive rights or rights of refusal with respect to
the issuance of the Common Stock hereunder. The Company has not violated any
applicable federal or state securities laws in connection with the offer, sale
or issuance of any of its capital stock, and the offer, sale and issuance of the
Common Stock hereunder do not require registration under the Securities Act or
any applicable state securities laws. To the best of the Company's knowledge,
there are no agreements between
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the Company's stockholders with respect to the voting or transfer of the
Company's capital stock.
5.03 SUBSIDIARIES; INVESTMENTS. The Disclosure Schedule attached
hereto correctly sets forth the name of each Subsidiary, the jurisdiction of its
incorporation and the Persons owning the outstanding capital stock of such
Subsidiary. Each Subsidiary is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation, has all
requisite corporate power and authority and all material licenses, permits and
authorizations necessary to own its properties and to carry on its business and
is qualified to do business in every jurisdiction in which the failure to so
qualify would reasonably be expected to have a Material Adverse Effect. All of
the outstanding shares of capital stock of each Subsidiary are validly issued,
full paid and nonassessable.
5.04 AUTHORIZATION; NO BREACH. The execution, delivery and
performance of this Agreement and the Registration Agreement have been duly
authorized by the Company. This Agreement and the Registration Agreement each
constitute a valid and binding obligation of the Company, enforceable in
accordance with its terms. The execution and delivery by the Company of this
Agreement and the Registration Agreement do not and shall not (i) conflict with
or result in a breach of the terms, conditions or provisions of, (ii) constitute
a default under, (iii) result in the creation of any lien, security interest,
charge or encumbrance upon the Company's or any Subsidiary's capital stock or
assets pursuant to, (iv) give any third party the right to modify, terminate or
accelerate any obligation under, (v) result in a violation of or (vi) require
any authorization, consent, approval, exemption or other action by or notice to
any court or administrative or governmental body pursuant to, the charter or
bylaws of the Company or any Subsidiary, or any law, statute, rule or regulation
to which the Company or any Subsidiary is subject, or any agreement, instrument,
order, judgment or decree to which the Company or any Subsidiary is subject,
except where any such occurrence described in clauses (i) through (v) above
would not have a Material Adverse Effect.
5.05 REPORTS WITH THE SECURITIES AND EXCHANGE COMMISSION. The Company
has furnished the Purchaser with complete and accurate copies of its annual
report on Form 10-K for its most recent fiscal year, all other reports or
documents required to be filed by the Company pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act since the filing of the most recent annual report
on Form 10-K and its most recent annual report to its stockholders (the "SEC
Filings"). The SEC Filings do not contain any material false statements or any
misstatement of any material fact and do not omit to state any fact necessary to
make the statements set forth therein not misleading. Since January 1,
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1994, the Company has made all filings under the Securities Exchange Act which
it was required to make, and the Company has not received any request from the
Securities and Exchange Commission to file any amendment or supplement to any of
the SEC Filings.
5.06 NO MATERIAL ADVERSE CHANGE. Except as disclosed in the SEC
Filings, since March 31, 1995, there has been no material adverse change in the
financial condition, operating results, assets, operations or business of the
Company and its Subsidiaries taken as a whole.
5.07 LITIGATION, ETC. Except as set forth on the Disclosure Schedule
attached hereto or as disclosed in the SEC Filings, there are no actions, suits,
proceedings, orders, investigations or claims (collectively, "Proceedings")
pending or, to the best of the Company's knowledge, threatened against or
affecting the Company or any Subsidiary (or to the best of the Company's
knowledge, pending or threatened against or affecting any of the officers,
directors or employees of the Company and its Subsidiaries with respect to the
business of the Company) at law or in equity, or before or by any governmental
department, commission, board, bureau, agency or instrumentality, except for
Proceedings in which an adverse determination would not have a Material Adverse
Effect. Neither the Company nor any Subsidiary is subject to any judgment,
order or decree of any court or other governmental agency that would have a
Material Adverse Effect.
5.08 BROKERAGE. There are no claims for brokerage commissions,
finders' fees or similar compensation in connection with the transactions
contemplated by this Agreement based on any arrangement or agreement binding
upon the Company or any Subsidiary. The Company shall pay, and hold the
Purchaser harmless against, any liability, loss or expense (including, without
limitation, reasonable attorneys' fees and out-of-pocket expenses) arising in
connection with any such claim.
5.09 DISCLOSURE. Neither this Agreement nor any of the schedules,
attachments, written statements, documents, certificates or other items supplied
to the Purchaser by or on behalf of the Company with respect to the transactions
contemplated hereby, taken as a whole, contain any untrue statement of a
material fact or omit a material fact necessary to make each statement contained
herein or therein not misleading. There is no fact which the Company has not
disclosed to the Purchaser in writing and of which any of its officers,
directors or executive employees is aware and which has had or would reasonably
be anticipated to have a Material Adverse Effect.
Section 6. DEFINITIONS. For the purposes of this Agreement, the
following terms have the meanings set forth below:
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"AFFILIATE" of any particular person or entity means any other person
or entity controlling, controlled by or under common control with such
particular person or entity.
"CLOSING" means any of the Initial Closing, the Second Closing, the
Third Closing or the Final Closing.
"MARKET VALUE" of each share of Common Stock means the average of the
closing sales prices on all securities exchanges on which the Common Stock may
at the time be listed or, if there have been no sales on any such exchange on
any day, the average of the highest bid and lowest asked prices on all such
exchanges at the end of such day, or, if on any day the Common Stock is not so
listed, the closing sales price quoted on the Nasdaq National Market, or if on
any day the Common Stock is not quoted on the Nasdaq National Market, the last
reported sale price quoted on the NASDAQ Small Cap Market or, if on any day the
Common Stock is not quoted in the NASDAQ Small Cap Market, the average of the
highest bid and lowest asked prices on such day in the domestic over-the-counter
market as reported by such National Quotation Bureau Incorporated, or any
similar successor organization, in the case of the Second Closing averaged from
June 27, 1995 through September 27, 1995, in the case of the Third Closing
averaged from September 28, 1995 through December 27, 1995, and in the case of
the Final Closing averaged from December 28, 1995 through March 27, 1996.
"OFFICER'S CERTIFICATE" means a certificate signed by the Company's
president or its chief financial officer, stating that (i) the officer signing
such certificate has made or has caused to be made such investigations as are
necessary in order to permit him or her to verify the accuracy of the
information set forth in such certificate and (ii) to the best of such officer's
knowledge, such certificate does not misstate any material fact and does not
omit to state any fact necessary to make the certificate not misleading.
"PERSON" means an individual, a partnership, a corporation, a limited
liability company, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization and a governmental entity or any
department, agency or political subdivision thereof.
"PURCHASED SHARES" means with respect to the Second Closing, the Third
Closing and the Final Closing (i) the amount set forth opposite such Closing
under the heading "Total Purchase Price" on the Schedule of Purchases attached
hereto divided by (ii) the Market Value determined as of the date of such
Closing.
"RESTRICTED SECURITIES" means (i) the Common Stock issued hereunder
and (ii) any securities issued with respect to the securities referred to in
clause (i) above by way of a stock dividend or stock split or in connection with
a combination of
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shares, recapitalization, merger, consolidation or other reorganization. As to
any particular Restricted Securities, such securities shall cease to be
Restricted Securities when they have (a) been effectively registered under the
Securities Act and disposed of in accordance with the registration statement
covering them, (b) become eligible for sale pursuant to Rule 144(k) (or any
similar provision then in force) under the Securities Act or (c) been otherwise
transferred and new certificates for them not bearing the Securities Act legend
set forth in Section 4.02 hereof have been delivered by the Company in
accordance with Section 4.01(b) hereof.
"SECURITIES ACT" means the Securities Act of 1933, as amended, or any
similar federal law then in force.
"SECURITIES EXCHANGE ACT" means the Securities Exchange Act of 1934,
as amended, or any similar federal law then in force.
"SECURITIES AND EXCHANGE COMMISSION" includes any governmental body or
agency succeeding to the functions thereof.
"SUBSIDIARY" means, with respect to any Person, any corporation,
partnership, limited liability company, association or other business entity of
which (i) if a corporation, a majority of the total voting power of shares of
stock then entitled to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by that
Person or one or more of the other Subsidiaries of that Person or a combination
thereof, or (ii) if a partnership, limited liability company, association or
other business entity, a majority of the partnership or other similar ownership
interest thereof is at the time owned or controlled, directly or indirectly, by
any Person or one or more Subsidiaries of that Person or a combination thereof.
For purposes hereof, a Person or Persons shall be deemed to have a majority
ownership interest in a partnership, limited liability company, association or
other business entity if such Person or Persons shall be allocated a majority of
partnership, limited liability company, association or other business entity
gains or losses or shall be or control the managing director or general partner
or manager of such partnership, limited liability, company, association or other
business entity.
Section 7. MISCELLANEOUS.
7.01 EXPENSES. Each of the Company and the Purchaser shall pay its
own fees and expenses in connection with this Agreement and the consummation of
the transactions contemplated hereby.
7.02 REMEDIES. Any Person having any rights under any provision of
this Agreement shall be entitled to enforce such
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rights specifically, to recover damages by reason of any breach of any provision
of this Agreement and to exercise all other rights granted by law. The parties
hereto agree and acknowledge that money damages may not be an adequate remedy
for any breach of the provisions of this Agreement and that any party may in its
sole discretion apply to any court of law or equity of competent jurisdiction
for specific performance and for other injunctive relief in order to enforce or
prevent violation of the provisions of this Agreement.
7.03 AMENDMENTS AND WAIVERS. Except as otherwise provided herein, the
provisions of this Agreement may be amended or waived only by a written
agreement signed by the Company and the Purchaser.
7.04 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations
and warranties contained herein or made in writing by any party in connection
herewith shall survive the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby, regardless of any
investigation made by the Purchaser or on its behalf, until March 31, 1997, at
which time all such representations and warranties shall expire and cease to be
of any force or effect.
7.05 SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided
herein, 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 whether so expressed or
not. In addition, and whether or not any express assignment has been made, the
provisions of this Agreement which are for the Purchaser's benefit as a
purchaser or holder of Common Stock are also for the benefit of, and enforceable
by, any subsequent holder of such Common Stock that is an Affiliate of the
Purchaser.
7.06 SEVERABILITY. Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited
by or invalid under applicable law, such provision shall be ineffective only to
the extent of such prohibition or invalidity, without invalidating the remainder
of this Agreement.
7.07 COUNTERPARTS. This Agreement may be executed simultaneously in
two or more counterparts, any one of which need not contain the signatures of
more than one party, but all such counterparts taken together shall constitute
one and the same Agreement.
7.08 DESCRIPTIVE HEADINGS; INTERPRETATION. The descriptive headings
of this Agreement are inserted for convenience
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only and do not constitute a part of this Agreement. The use of the word
"including" in this Agreement shall be by way of example rather than by
limitation.
7.09 GOVERNING LAW. This Agreement shall be governed by the internal
law, and not the law of conflicts, of the State of Delaware.
7.10 NOTICES. All notices, demands or other communications to be
given or delivered under or by reason of the provisions of this Agreement shall
be in writing and shall be deemed to have been given when delivered personally
to the recipient, one day after being sent to the recipient by reputable
overnight courier service (charges prepaid), when sent by facsimile (receipt
confirmed) or five business days after being mailed to the recipient by
certified or registered mail (return receipt requested and postage prepaid) at
the address indicated below:
If to the Company:
TELESCAN, INC.
00000 Xxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attention: Xxxxx X. Xxxxxxxxx
Fax: 000-000-0000
with a copy to:
Liddell, Sapp, Zivley, Hill & XxXxxx, L.L.P.
3400 Texas Commerce Tower
000 Xxxxxx
Xxxxxxx, Xxxxx 00000-0000
Attention: Xxxx X. Xxxxx, Esq.
Fax: 000-000-0000
If to the Purchaser:
TRANSTERRA COMPANY
0000 X. 000 Xxxxxx
Xxxxx, Xxxxxxxx 00000
Attention: J. Xxx Xxxxxxxx
Fax: 000-000-0000
with a copy to:
XXXXX, XXXXX & XXXXX
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxx
Fax: 000-000-0000
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or to such other address or to the attention of such other person as the
recipient party has specified by prior written notice to the sending party.
7.11 PRESS RELEASES. Neither party shall issue any press release or
make any other public announcement regarding the transactions contemplated
hereby without the prior written consent of the other party, except as may be
required by law.
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* * *
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first written above.
TELESCAN, INC.
By /s/ Xxxxx X. Xxxxxxxxx
--------------------------------
Its Senior Vice President
-------------------------------
TRANSTERRA COMPANY
By /s/ Xxxxxx X. Xxxxxx
--------------------------------
Xxxxxx X. Xxxxxx, Vice President
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SCHEDULE OF PURCHASES
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Closing Number Price Per Share Total Purchase
of Shares Price
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Initial Closing 243,561 N/A $1,250,000
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Second Closing Purchased Shares Market Value $1,250,000
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Third Closing Purchased Shares Market Value $1,250,000
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Final Closing Purchased Shares Market Value $1,250,000
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