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Exhibit 4
THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS
OTHERWISE SET FORTH HEREIN, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE
SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN
FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE
TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT.
Dated: September 23, 1999
DBT ONLINE, INC.
COMMON STOCK PURCHASE WARRANT
DBT Online, Inc., a Pennsylvania corporation (the "Company") hereby
certifies that, for value received, West Publishing Company or its registered
assigns (the "Holder"), is entitled to purchase from the Company at any time or
from time to time during the period specified in Paragraph 2 hereof, Three
Hundred Twenty-Nine Thousand One Hundred Seventy-Two (329,172) fully paid and
nonassessable shares of the Company's Common Stock, par value $.10 per share
(the "Common Stock"), at an exercise price of $52.50 per share (the "Exercise
Price"). The term "Warrant Shares," as used herein, refers to the shares of
Common Stock purchasable hereunder and any Common Stock issued with respect to
such Common Stock by way of stock dividend or other distribution or stock split
or in connection with a combination of shares, recapitalization, merger,
consolidation or other reorganization or otherwise. The Warrant Shares and the
Exercise Price are subject to adjustment as provided in Paragraph 4 hereof.
This Warrant is subject to the following terms, provisions, and
conditions:
1. MANNER OF EXERCISE; PAYMENT FOR SHARES; ISSUANCE OF CERTIFICATES.
Subject to the provisions hereof, this Warrant may be exercised by the
Holder hereof, in whole or in part, by the surrender of this Warrant,
together with a completed exercise agreement in the form attached
hereto (the "Exercise Agreement"), to the Company during normal
business hours on any business day at the Company's principal
executive offices (or such other office or agency of the Company as it
may designate by notice to the Holder hereof), and upon payment to the
Company in cash, by certified or official bank check or by wire
transfer for the account of the Company, of the Exercise Price for the
Warrant Shares specified in the Exercise Agreement. The Warrant Shares
so purchased shall be deemed to be issued to the Holder hereof or such
Holder's designee, as the record owner of such shares, as of the close
of business on the date on which this Warrant shall have been
surrendered, the completed Exercise Agreement shall have been
delivered, and payment shall have been made for such shares as set
forth above. Certificates for the Warrant Shares so purchased,
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representing the aggregate number of shares specified in the Exercise
Agreement, shall be delivered to the Holder hereof within a reasonable
time, not exceeding two (2) business days, after this Warrant shall
have been so exercised. The certificates so delivered shall be in such
denominations as may be requested by the Holder hereof and shall be
registered in the name of such Holder or such other name as shall be
designated by such Holder. If this Warrant shall have been exercised
only in part, then, unless this Warrant has expired, the Company
shall, at its expense, at the time of delivery of such certificates,
deliver to the Holder a new Warrant representing the number of shares
with respect to which this Warrant shall not then have been exercised.
2. PERIOD OF EXERCISE. This Warrant is exercisable at any time or from
time to time, during the period commencing on September 23, 1999 (the
"Issue Date"), and ending on 5:00 p.m., New York City time on March
23, 2001 (the "Exercise Period"). Upon the expiration of the Exercise
Period, this Warrant shall be of no further force and effect and all
rights of the Holder of this Warrant shall terminate immediately.
3. CERTAIN AGREEMENTS OF THE COMPANY. The Company hereby covenants and
agrees as follows:
A. VALID AND BINDING OBLIGATION. This Warrant has been duly
authorized by all necessary corporate action on the part of the
Company and constitutes a valid and binding obligation of the
Company.
B. SHARES TO BE FULLY PAID. All Warrant Shares will, upon issuance
in accordance with the terms of this Warrant, be validly issued,
fully paid, and nonassessable and free from all taxes, liens,
and charges with respect to the issue thereof.
C. RESERVATION OF SHARES. During the Exercise Period, the Company
shall at all times have authorized, and reserved for the purpose
of issuance upon exercise of this Warrant, a sufficient number
of shares of Common Stock to provide for the exercise of this
Warrant.
D. LISTING. The Company shall promptly secure the listing of the
shares of Common Stock issuable upon exercise of the Warrant
upon each national securities exchange or automated quotation
system, if any, upon which shares of Common Stock are then
listed (subject to official notice of issuance upon exercise of
this Warrant) and shall maintain, so long as any other shares of
Common Stock shall be so listed, such listing of all shares of
Common Stock from time to time issuable upon the exercise of
this Warrant; and the Company shall so list on each national
securities exchange or automated quotation system, as the case
may be, and shall maintain such listing of, any other shares of
capital stock of the Company issuable upon the exercise of this
Warrant if and so long as any shares of the same class shall be
listed on such national securities exchange or automated
quotation system.
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E. PAYMENT OF TAXES. The Company shall pay all documentary stamp
taxes, if any, attributable to the initial issuance of the
shares of Common Stock upon exercise of this Warrant, provided
that the Company shall not be required to pay any tax or taxes
which may be payable with respect to any secondary transfer of a
Warrant or the shares of Common Stock issued upon exercise of
any Warrant, and in such case the Company shall not be required
to issue or deliver any certificates for shares of Common Stock,
until the person requesting the same has paid to the Company the
amount of such tax or has established to the Company's
reasonable satisfaction that such tax has been paid or that no
such tax is due.
F. SUCCESSORS AND ASSIGNS. This Warrant will be binding upon any
entity succeeding to the Company by merger, consolidation, or
acquisition of all or substantially all of the Company's assets.
4. CERTAIN ADJUSTMENTS. During the Exercise Period, the Exercise Price
and the number of Warrant Shares shall be subject to adjustment from
time to time as provided in this Paragraph 4.
A. SUBDIVISION OR COMBINATION OF COMMON STOCK. If the Company at
any time (i) subdivides (by stock split, stock dividend,
recapitalization, reorganization, reclassification or otherwise)
the shares of Common Stock acquirable hereunder into a greater
number of shares, or (ii) combines (by reverse stock split,
recapitalization, reorganization, reclassification or otherwise)
the shares of Common Stock acquirable hereunder into a smaller
number of shares, then, after the date of record for effecting
such subdivision or combination, the Exercise Price in effect
immediately prior to such subdivision or combination shall be
adjusted by multiplying such Exercise Price by a fraction, the
numerator of which is the number of shares of Common Stock
outstanding immediately before such event, and the denominator
of which is the number of shares of Common Stock outstanding
immediately after such event.
B. ADJUSTMENT IN NUMBER OF SHARES. Upon each adjustment of the
Exercise Price pursuant to the provisions of this Paragraph 4,
the number of shares of Common Stock issuable upon exercise of
this Warrant shall be adjusted by multiplying a number equal to
the Exercise Price in effect immediately prior to such
adjustment by the number of shares of Common Stock issuable upon
exercise of this Warrant immediately prior to such adjustment,
and dividing the product so obtained by the adjusted Exercise
Price.
C. RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE. At any time
while this Warrant remains outstanding and unexpired, in case of
any reclassification or change of outstanding securities
issuable upon exercise of this Warrant (other than a change in
par value, or from par value to no par value, or from no par
value to par value) or in case of any consolidation or merger of
the Company with or into another corporation (other than a
merger with another corporation in which the Company is a
continuing corporation and which does not result in any
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reclassification or change, other than a change in par value, or
from par value to no par value, or from no par value to par
value), or in the case of any sale or transfer to another
corporation of all or substantially all of the assets of the
Company, lawful provision shall be made so that the Holder of
this Warrant shall thereafter be entitled to receive upon
exercise of this Warrant, in lieu of the shares of Common Stock
of the Company theretofore issuable upon exercise of this
Warrant, the kind and amount of shares of stock, other
securities, money or assets as may be issued or payable with
respect to or in exchange for the number of shares of Common
Stock immediately theretofore acquirable upon exercise of this
Warrant had this Warrant been exercised immediately prior to
such reclassification, change, consolidation, merger, sale or
transfer. The provisions of this Paragraph 4(C) shall apply to
successive reclassification, changes, consolidations, mergers,
sales and transfers.
D. LIQUIDATING DISTRIBUTIONS. If the Company at any time while this
Warrant remains outstanding and unexpired makes a distribution
of its assets to the Holders of its Common Stock as a dividend
in liquidation or by way of return of capital or other than as a
dividend payable out of earnings or surplus legally available
for dividends under applicable law or any distribution to such
Holders made in respect of the sale of all or substantially all
of the Company's assets (other than under the circumstances
otherwise provided for in this Paragraph 4), the Holder of this
Warrant shall be entitled to receive upon the exercise hereof,
in addition to the shares of Common Stock receivable upon such
exercise, an amount in cash equal to the value of such
distribution per share of Common Stock multiplied by the number
of shares of Common Stock which, on the record date for such
distribution, are issuable upon exercise of this Warrant (with
no further adjustment being made following any event which
causes a subsequent adjustment in the number of shares of Common
Stock issuable upon the exercise hereof), and an appropriate
provision therefor should be made a part of any such
distribution. The value of a distribution which is paid in other
than cash shall be determined in good faith by the Board of
Directors of the Company.
E. MINIMUM ADJUSTMENT OF EXERCISE PRICE. No adjustment of the
Exercise Price shall be made in an amount of less than 1% of the
Exercise Price in effect at the time such adjustment is
otherwise required to be made, but any such lesser adjustment
shall be carried forward and shall be made at the time and
together with the next subsequent adjustment which, together
with any adjustments so carried forward, shall amount to not
less than 1% of such Exercise Price. In the event that any
adjustment of the Exercise Price as required herein results in a
fraction of a cent, such Exercise Price shall be rounded up to
the nearest cent.
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F. NO FRACTIONAL SHARES. No fractional shares of Common Stock are
to be issued upon the exercise of this Warrant, but the Company
shall pay a cash adjustment in respect of any fractional share
which would otherwise be issuable in an amount equal to the same
fraction of the Market Price of a share of Common Stock on the
date of such exercise.
G. NOTICE OF ADJUSTMENTS. Whenever the number of shares of Common
Stock issuable upon exercise of this Warrant shall be adjusted
pursuant to Paragraph 4 hereof, the Company shall cause to be
promptly mailed to the Holder by first class mail, postage
prepaid, notice of such adjustment and a certificate of an
executive officer of the Company setting forth in reasonable
detail the event requiring the adjustment, the amount of the
adjustment, the method by which such adjustment was calculated
(including a description of the basis on which the Company's
Board of Directors made any determination hereunder), and the
number of shares of Common Stock obtainable upon exercise of
this Warrant after giving effect to such adjustment. Such notice
shall be mailed (by first class and postage prepaid) to the
Holder.
H. CERTAIN EVENTS. If any event occurs of the type contemplated
by the adjustment provisions of this Paragraph 4 but not
expressly provided for by such provisions, the Company will give
notice of such event as provided in Paragraph 4(G) hereof, and
the Company's Board of Directors will make an appropriate
adjustment in the Exercise Price and the number of shares of
Common Stock acquirable upon exercise of this Warrant so that the
rights of the Holder shall be neither enhanced nor diminished by
such event.
I. CERTAIN DEFINITIONS.
(a) "Market Price," as of any date, (i) means the average of the
last reported sale prices for the shares of Common Stock on The New York Stock
Exchange ("NYSE") for the five (5) trading days immediately preceding such
date, or (ii) if the NYSE is not the principal trading market for the shares of
Common Stock, the average of the last reported sale prices on the principal
trading market for the Common Stock during the same period as reported by
Bloomberg Financial Markets or an equivalent reliable reporting service
mutually acceptable to and hereafter designated by the Holder of this Warrant
and the Company, or (iii) if market value cannot be calculated as of such date
on any of the foregoing bases, the Market Price shall be the fair market value
as reasonably determined in good faith by (a) the Board of Directors of the
Company or, at the option of the Company, by (b) an independent investment bank
of nationally recognized standing in the valuation of businesses similar to the
business of the Company. The manner of determining the Market Price of the
Common Stock set forth in the foregoing definition shall apply with respect to
any other security in respect of which a determination as to market value must
be made hereunder.
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(b) "Common Stock," for purposes of this Paragraph 4, includes
the Common Stock, par value $.10 per share, and any additional class of stock
of the Company having no preference as to dividends or distributions on
liquidation, provided that the shares purchasable pursuant to this Warrant
shall include only shares of Common Stock, par value $.10 per share, in respect
of which this Warrant is exercisable, or shares resulting from any subdivision
or combination of such Common Stock, or in the case of any reorganization,
reclassification, consolidation, merger, or sale of the character referred to
in Paragraph 4(C) hereof, the stock or other securities or property provided
for in such Paragraph.
5. NO RIGHTS AS A SHAREHOLDER. The Holder shall not, by virtue
hereof, be entitled to any rights of a stockholder in the
Company, either at law or equity, and the rights of the Holder
are limited to those expressed in this Warrant and are not
enforceable against the Company except to the extent set forth
herein.
6. TRANSFER, EXCHANGE, AND REPLACEMENT OF WARRANT.
A. RESTRICTION ON TRANSFER. This Warrant and the rights granted
to the Holder hereof are transferable only to a subsidiary
or corporate affiliate of Holder, in whole or in part, upon
surrender of this Warrant, together with a properly executed
assignment in the form attached hereto, at the office or
agency of the Company referred to in Paragraph 8 below,
provided, however, that any transfer or assignment shall be
subject to the conditions set forth in Paragraph 6(f)
hereof. Until due presentment for registration of transfer
on the books of the Company, the Company may treat the
registered Holder hereof as the owner and Holder hereof for
all purposes, and the Company shall not be affected by any
notice to the contrary.
B. WARRANT EXCHANGEABLE FOR DIFFERENT DENOMINATIONS. This
Warrant is exchangeable, upon the surrender hereof by the
Holder hereof at the office or agency of the Company
referred to in Paragraph 8 below, for new Warrants of like
tenor representing in the aggregate the right to purchase
the number of shares of Common Stock which may be purchased
hereunder, each of such new Warrants to represent the right
to purchase such number of shares as shall be designated by
the Holder hereof at the time of such surrender.
C. REPLACEMENT OF WARRANT. Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction,
or mutilation of this Warrant and, in the case of any such
loss, theft, or destruction, upon delivery of an indemnity
agreement reasonably satisfactory in form and amount to the
Company, or, in the case of any such mutilation, upon
surrender and cancellation of this Warrant, the Company, at
its expense, will execute and deliver, in lieu thereof, a
new Warrant of like tenor.
D. CANCELLATION; PAYMENT OF EXPENSES. Upon the surrender of
this Warrant in connection with any transfer, exchange or
replacement as provided in this Paragraph 6, this Warrant
shall be promptly canceled by the Company. The Company shall
pay all taxes (other than securities transfer taxes) and all
other expenses (other than legal expenses, if any, incurred
by the Holder or transferees) and charges payable in
connection with the preparation, execution, and delivery of
Warrants pursuant to this Paragraph 6.
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E. REGISTER. The Company shall maintain, at its principal
executive offices (or such other office or agency of the
Company as it may designate by notice to the Holder hereof),
a register for this Warrant, in which the Company shall
record the name and address of the person in whose name this
Warrant has been issued, as well as the name and address of
each transferee and each prior owner of this Warrant.
F. EXERCISE OR TRANSFER WITHOUT REGISTRATION. If, at the time
of the surrender of this Warrant in connection with any
exercise, transfer, or exchange of this Warrant, this
Warrant (or, in the case of any exercise, the Warrant Shares
issuable hereunder), shall not be registered under the
Securities Act of 1933, as amended (the "Securities Act")
and under applicable state securities or blue sky laws, the
Company may require, as a condition of allowing such
exercise, transfer, or exchange, that the Holder or
transferee of this Warrant, as the case may be, furnish to
the Company a written opinion of counsel, which opinion and
counsel are acceptable to the Company, to the effect that
such exercise, transfer, or exchange may be made without
registration under said Act and under applicable state
securities or blue sky laws.
G. LEGEND. Each certificate for shares obtained upon exercise
of this Warrant which have not been registered under the
Securities Act, shall bear the following legend:
"The shares represented by this certificate have not been
registered under the Securities Act of 1933, as amended (the "1933 Act"). Such
securities have been acquired for investment and may not be sold or transferred
in the absence of an effective registration statement for such securities under
the 1933 Act, unless, in the opinion of counsel satisfactory to the Company,
such registration is not required."
In addition, the certificate shall bear such additional
legend with respect to state securities or blue sky laws as reasonably
determined by counsel to the Company.
7. REGISTRATION RIGHTS.
A. REGISTRATION. The Company shall within 90 calendar days of
the Issue Date, file a registration statement under the
Securities Act covering the Warrant Shares, and use its best
efforts to cause, as soon as practicable thereafter, such
registration statement to become effective under the
Securities Act, and to at all times remain effective
throughout the period ending on the earlier of (i) the first
date on which the Holder disposes of all of the Warrant
Shares (except for a transfer to an affiliate of Holder),
(ii) the expiration of the Exercise Period if no Warrant
Shares shall then be outstanding or (iii) 180 days following
the expiration of the Exercise Period.
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The Company shall also use its reasonable efforts to effect
promptly all such other registration, qualification and
compliance (including, without limitation, the execution of an
undertaking to file post-effective amendments, appropriate
qualification under the applicable Blue Sky, or other state
securities laws, and appropriate compliance with exemptive
regulations issued under the Securities Act as may be so
requested by a Holder of Registrable Securities covered by a
registration statement filed pursuant to this Paragraph 7(A) and
as would permit or facilitate the sale and distribution of all or
any portion of such Registrable Securities.
As used herein, the term "Registrable Securities" means all
Warrant Shares or any portion thereof. Registrable Securities
will cease to be such when (i) a registration statement covering
such Registrable Securities has become or been declared or
ordered effective and they have been disposed of pursuant to such
effective Registration Statement, (ii) they are sold, transferred
or distributed pursuant to and in compliance with Rule 144 (or
any similar provision then in force, but not including Rule 144A)
under the Securities Act, (iii) they have been otherwise
transferred and the Company has delivered new certificates or
other evidences of ownership for them not subject to any stop
transfer order or other restriction on transfer and not bearing a
legend restricting transfer in the absence of an effective
registration or an exemption from the registration requirements
of the Securities Act or (iv) a registration statement meeting
the requirements of Section 7(A) hereof is subsequently
terminated.
B. RIGHT TO REVIEW THE REGISTRATION STATEMENT. In connection with
the preparation and prior to the filing of each registration
statement under the Securities Act pursuant to Paragraph 7(A),
the Company will give the Holders of Registrable Securities
registered under such registration statement the right to review
and comment upon such registration statement and to request the
insertion therein of material furnished to the Company in
writing which in the reasonable judgment of such Holder of
Registrable Securities should be included; provided, however,
that such information shall not be required to be included if in
the reasonable opinion of counsel of the Company, the inclusion
of such material furnished by such Holder would be misleading or
otherwise in violation of the Securities Act or the rules and
regulations promulgated thereunder. Furthermore, a Requesting
Holder has the right to require the deletion of any reference to
such Holder by name or otherwise if such reference is not
required by the Securities Act or the rules and regulations
promulgated thereunder.
C. REGISTRATION PROCEDURES. In the case of each registration,
qualification or compliance effected by the Company pursuant to
this Paragraph 7, the Company shall:
(a) notify each Holder of Registrable Securities as to the
filing of the Registration Statement and of all amendments
or supplements thereto filed prior to the effective date of
said Registration Statement;
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(b) notify each Holder of Registrable Securities, promptly after
it shall receive notice thereof, of the time when said
Registration Statement becomes effective or when any
amendment or supplement to any prospectus forming a part of
said Registration Statement has been filed;
(c) notify each Holder of Registrable Securities promptly of any
request by the Commission for the amending or supplementing
of such Registration Statement or prospectus or for
additional information;
(d) prepare and promptly file with the Commission and promptly
notify each Holder of Registrable Securities of the filing
of any amendments or supplements to such Registration
Statement or prospectus as may be necessary to correct any
statements or omissions if, at any time when a prospectus
relating to the Registrable Securities is required to be
delivered under the Securities Act, any event with respect
to the Company shall have occurred as a result of which any
such prospectus or any other prospectus as then in effect
would include an untrue statement of a material fact or omit
to state any material fact necessary in order to make the
statements made, in the light of the circumstances under
which they were made, not misleading; and, in addition,
prepare and file with the Commission, promptly upon the
written request of any Holder of Registrable Securities, any
amendments or supplements to such Registration Statement or
prospectus which may be reasonably necessary or advisable in
connection with the distribution of the Registrable
Securities;
(e) advise each Holder of Registrable Securities promptly after
the Company shall receive notice or obtain knowledge of the
issuance of any stop order by the Commission suspending the
effectiveness of any such Registration Statement or
amendment thereto or of the initiation or threatening of any
proceeding for that purpose, and promptly use its best
efforts to prevent the issuance of any stop order or obtain
its withdrawal promptly if such stop order should be issued;
(f) use its reasonable efforts to qualify as soon as reasonably
practicable the Registrable Securities included in the
Registration Statement for sale under the securities or
blue-sky laws of such states and jurisdictions within the
United States as shall be reasonably requested by any Holder
of Registrable Securities; provided that the Company shall
not be required in connection therewith or as a condition
thereto to qualify to do business, to become subject to
taxation or to file a consent to service of process
generally in any of the aforesaid states or jurisdictions;
and
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(g) furnish each Holder of Registrable Securities, as soon as
available, copies of any Registration Statement and each
preliminary or final prospectus, or supplement or amendment
required to be prepared pursuant hereto, all in such
quantities as any Holder of Registrable Securities may from
time to time reasonably request.
Each Holder of Registrable Securities agrees by acquisition
of such Registrable Securities that, upon receipt of any notice from the
Company of the occurrence of any event of the kind described in subparagraph
(d) above, such Holder will forthwith discontinue such Holder's disposition of
Registrable Securities pursuant to the registration statement relating to such
Registrable Securities until such Holder's receipt of the copies of the
supplemented or amended prospectus contemplated by subparagraph (d) above and,
if so directed by the Company, will deliver to the Company (at the Company's
expense) all copies, other than permanent file copies, then in such Holder's
possession of the prospectus relating to such Registrable Securities current at
the time of receipt of such notice. In the event the Company shall give any
such notice, the period mentioned in the first paragraph of this Paragraph 7(A)
shall be extended by the length of the period from and including the date when
each seller of any Registrable Securities covered by such registration
statement shall have received such notice to the date on which each such seller
has received the copies of the supplemented or amended prospectus contemplated
by subparagraph (d) above.
D. INDEMNITY. (a) In connection with a Registration Statement filed
with the Commission pursuant to this Paragraph 7, the Company
will indemnify and hold harmless any seller of Registrable
Securities and each person, if any, who controls any Holder of
Registrable Securities within the meaning of the Securities Act
and any underwriter who participates in the distribution of
Registrable Securities and each person, if any, who controls any
such Holder against any loss, claim, damage or liability, joint
or several, to which such Holder or such controlling person may
become subject, under the Securities Act or otherwise, insofar
as such loss, claim, damage or liability (or action in respect
thereof) arises out of or is based upon (i) any untrue statement
or alleged untrue statement of a material fact contained in any
Registration Statement (including any preliminary prospectus and
the prospectus as a part thereof (the "Prospectus") or any
amendment or supplement thereof, or (ii) the omission or alleged
omission to state in any Registration Statement (including any
preliminary prospectus and the Prospectus as a part thereof) or
any amendment or supplement thereof a material fact required to
be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not
misleading; and will reimburse each Holder of Registrable
Securities and each such controlling person for any legal or
other expenses reasonably incurred by such Holder of Registrable
Securities or such controlling person in connection with
investigating or defending against or appearing as a third party
witness in connection with any such loss, claim, damage,
liability or action; PROVIDED that the Company will not be
liable to any Holder of Registrable Securities in any such case
to the extent, but 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
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alleged omission made in reliance upon and in conformity with
written information furnished to the Company by such Holder of
Registrable Securities specifically stating that it is for use
in the preparation of any Registration Statement or any such
amendment or supplement thereof or any such preliminary
prospectus or the Prospectus or any such amendment thereof or
supplement thereto. This indemnity agreement is in addition to
any liability which the Company may otherwise have.
(b) Each Holder of Registrable Securities included in the
securities covered by the Registration Statement severally,
but not jointly, will indemnify and hold harmless the
Company, each of the Company's directors, each of the
Company's officers, and each person, if any, who controls
the Company within the meaning of the Securities Act, as
well as any underwriter who participates in the distribution
of securities covered by such Registration Statement against
any loss, claim, damage or liability to which the Company,
or any such director or officer or controlling person or any
underwriter may become subject, under the Securities Act or
otherwise, insofar as such loss, claim, damage or liability
(or action in respect thereof) arises out of or is based
upon (i) any untrue statement or alleged untrue statement of
a material fact contained in any Registration Statement
(including any preliminary prospectus and the Prospectus as
a part thereof) or any amendment or supplement thereof, or
(ii) the omission or alleged omission to state in the
Registration Statement (including any preliminary prospectus
and the Prospectus as a part thereof) or any amendment or
supplement thereto a material fact required to be stated
therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not
misleading, but only to the extent that such untrue
statement or alleged untrue statement or omission or alleged
omission was made in reliance upon and in conformity with
written information furnished to the Company by or on behalf
of such Holder of Registrable Securities specifically
stating that it is for use in the preparation of the
Registration Statement or any such amendment or supplement
thereof or any such preliminary prospectus or the Prospectus
or any such amendment thereof or supplement thereto; and
will reimburse any legal or other expenses reasonably
incurred by the Company or any such director or officer or
controlling person in connection with investigating or
defending against any such loss, claim, damage, liability or
action. No Holder of Registrable Securities shall be
required by this subparagraph (b) to pay an amount in excess
of the amount of proceeds received by such Holder upon the
sale of Registrable Securities included in such Registration
Statement. This indemnity agreement is in addition to any
liability which such Holder of Registrable Securities may
otherwise have.
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(c) Promptly after receipt by an indemnified party under this
Paragraph 7(D) of notice of the commencement of any action,
such indemnified party will, if a claim in respect thereof
is to be made against any indemnifying party under this
Paragraph 7(D), notify in writing the indemnifying party of
the commencement thereof within a reasonable time
thereafter, PROVIDED that the failure so to notify the
indemnifying party shall not relieve the indemnifying party
from any liability which it may have under this Paragraph
7(D), except to the extent it has been prejudiced by such
failure, or from any liability which it may have to an
indemnified party otherwise than under this Paragraph 7(D).
In case any such action, suit or proceeding is brought
against any indemnified party, and it notifies an
indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein
and, to the extent that it may wish, jointly with any other
indemnifying party similarly notified, to assume the defense
thereof, with counsel who shall be reasonably satisfactory
to such indemnified party, and after notice from the
indemnifying party to such indemnified party of its election
so to assume the defense thereof, the indemnifying party
will not be liable to such indemnified party under this
Paragraph 7(D) for any legal or other expenses subsequently
incurred by such indemnified party in connection with the
defense thereof other than reasonable costs of
investigation.
E. EXPENSES. The Company shall bear all registration expenses in
connection with a registration of Registrable Securities
pursuant to this Paragraph 7.
8. NOTICES. All notices, requests, and other communications required or
permitted to be given or delivered hereunder to the Holder of this
Warrant shall be in writing, and shall be personally delivered, or
shall be sent by certified or registered mail or by recognized
overnight mail courier, postage prepaid and addressed, to such Holder
at the address shown for such Holder on the books of the Company, or
at such other address as shall have been furnished to the Company by
notice from such Holder. All notices, requests, and other
communications required or permitted to be given or delivered
hereunder to the Company shall be in writing, and shall be personally
delivered, or shall be sent by certified or registered mail or by
recognized overnight mail courier, postage prepaid and addressed, to
the office of the Company at 0000 Xxxx Xxxx Xxxx, Xxxx Xxxxx, Xxxxxxx
00000, Attention: Chief Executive Officer, or at such other address as
shall have been furnished to the Holder of this Warrant by notice from
the Company. Any such notice, request, or other communication may be
sent by facsimile, but shall in such case be subsequently confirmed by
a writing personally delivered or sent by certified or registered mail
or by recognized overnight mail courier as provided above. All
notices, requests, and other communications shall be deemed to have
been given either at the time of the receipt thereof by the person
entitled to receive such notice at the address of such person for
purposes of this Paragraph 8, or, if mailed by registered or certified
mail or with a recognized overnight mail courier upon deposit with the
United States Post Office or such overnight mail courier, if postage
is prepaid and the mailing is properly addressed, as the case may be.
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9. GOVERNING LAW. This Warrant and all rights and obligations hereunder
shall be deemed to be made under and governed by the laws of the State
of Florida without giving effect to conflicts of laws principles. The
Holder hereby irrevocably consents to the venue and jurisdiction of
the State and Federal Courts located in the State of Florida, County
of Palm Beach.
10. NOTICE OF CERTAIN EVENTS. Until the date on which the Warrant shall
have been exercised, in the event that Company at any time (i)
receives an offer regarding the purchase by a third party of all or
substantially all of the xxxxx.xxx business (the "Knowx Business"), or
(ii) considers the sale to a third party or to the public of all or
substantially all of the Knowx Business, whether by merger, purchase
of assets, tender offer, purchase of shares, material licensing
transaction or otherwise (a "Transaction"), then prior to the earliest
of acceptance by the Company or its shareholders of any such
Transaction or any action by Company's Board of Directors approving or
recommending such Transaction, the Company will promptly inform the
Holder of the existence of the Transaction, the material terms of the
Transaction including price, form of consideration and terms and
conditions to the Transaction. The Holder acknowledges that any such
disclosures shall be subject to such obligations of confidentiality as
the Company may reasonably impose in connection therewith, and that
such disclosure may further subject Holder to obligations arising
under applicable securities law with respect to the disclosure of
non-public information.
11. LOCK-UP AGREEMENT. Upon execution of this Agreement, Holder shall
execute a lock-up agreement substantially in the form of Exhibit A
hereto.
12. REMEDIES. The Company stipulates that the remedies at law of the
Holder of this Warrant in the event of any default by the Company in
the performance of or compliance with any of the terms of this Warrant
are not and will not be adequate, and that the same may be
specifically enforced.
13. MISCELLANEOUS.
A. AMENDMENTS. This Warrant and any provision hereof may only be
amended by an instrument in writing signed by the Company and
the Holder hereof.
B. DESCRIPTIVE HEADINGS. The descriptive headings of the several
paragraphs of this Warrant are inserted for purposes of
reference only, and shall not affect the meaning or construction
of any of the provisions hereof.
C. SEVERABILITY. If any provision of this Warrant is held to be
unenforceable under applicable law, such provision shall be
excluded from this Warrant and the balance hereof shall be
interpreted as if such provision were so excluded.
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14. SURVIVAL. All covenants and agreements of the Company that relate to
the Warrant Shares or the Registrable Securities and all rights and
duties of the Holders from time to time of the Warrant Shares or the
Registrable Securities in this Warrant shall be deemed to survive any
surrender hereof to the Company upon exercise hereof as contemplated
by Paragraph 1.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the Company has caused this Warrant to be signed
by its duly authorized officer.
DBT ONLINE, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President
Dated as of September 23, 1999
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FORM OF EXERCISE AGREEMENT
Dated: ________ __, 199_
To: DBT Online, Inc.
The undersigned, pursuant to the provisions set forth in the within Warrant,
hereby agrees to purchase ________ shares of Common Stock covered by such
Warrant, and makes payment herewith in full therefor at the price per share
provided by such Warrant in cash or by certified or official bank check in the
amount of $_________. Please issue a certificate or certificates for such
shares of Common Stock in the name of and pay any cash for any fractional share
to:
Name:
Signature:
Address:
Note: The above signature should correspond exactly with the name on the face
of the within Warrant and, if said number of shares of Common Stock shall not
be all the shares purchasable under the within Warrant, a new Warrant is to be
issued in the name of said undersigned covering the balance of the shares
purchasable thereunder less any fraction of a share paid in cash.
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FORM OF ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and
transfers all the rights of the undersigned under the within Warrant, with
respect to the number of shares of Common Stock covered thereby set forth
hereinbelow, to:
Name of Assignee Address No. of Shares
---------------- ------- -------------
and hereby irrevocably constitutes and appoints ______________
________________________ as agent and attorney-in-fact to transfer said Warrant
on the books of the within-named corporation, with full power of substitution
in the premises.
Dated: ________ __, 199_
In the presence of:
-------------------------
Name: _____________________________
Signature:
Title:
Address:
Note: The above signature should correspond exactly with the name on the face
of the within Warrant.
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EXHIBIT A
September 23, 1999
DBT Online, Inc.
0000 Xxxx Xxxx Xxxxx
Xxxx Xxxxx, XX 00000
Credit Suisse First Boston Corporation
as Representative of the several Underwriters
00 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Dear Sirs:
As an inducement to the Underwriters to execute the Underwriting
Agreement, pursuant to which an offering will be made of the common stock, par
value $0.10 per share (the "Securities") of DBT Online, Inc. (the "Company"),
the undersigned hereby agrees that, for a period of 100 days after the public
offering (the "Commencement Date") of the Securities pursuant to the
Underwriting Agreement, the undersigned will not offer, sell, contract to sell,
pledge or otherwise dispose of, directly or indirectly, any shares of
Securities or securities convertible into or exchangeable or exercisable for
any shares of Securities, or publicly disclose the intention to make any such
offer, sale, pledge or disposal, without the prior written consent of Credit
Suisse First Boston Corporation.
In furtherance of the foregoing, the Company and its transfer agent
and registrar are hereby authorized to decline to make any transfer of shares
of Securities if such transfer would constitute a violation or breach of this
Agreement.
This Agreement shall be binding on the undersigned and the respective
successors and assigns of the undersigned. This Agreement shall lapse and
become null and void if the Commencement Date shall not have occurred on or
before November 1, 1999.
Very truly yours,
------------------------
West Publishing Company
