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Exhibit 99.1
[Excerpted from Reorganization Agreement dated as of August 1, 1997 between
Aspen Technology, Inc., AT Acquisition Corp.,
NeuralWare, Inc. and Stockholders of NeuralWare, Inc.]
5.9. REGISTRATION OF EXCHANGED SHARES.
(a) HOLDERS AND INITIAL HOLDERS. The rights to registration of shares under
this section is for the Founders, the remaining Stockholders (collectively the
"Initial Holders"), and any of their respective (i) successors-in-interest,
(ii) family members, trusts wholly or principally for the benefit of family
members and affiliates to whom an Initial Holder or its successor-in-interest
transfers any of the Registrable Securities (as defined in paragraph (b) of
this section) initially issued to such Initial Holder and (iii) any other
person or persons to whom an Initial Holder transfers all or substantially all
of the Registrable Securities initially issued to such Initial Holder, which
family member, trust, affiliate or person described in clause (ii) or (iii) is
registered on the books of AspenTech (together with the Initial Holders, such
successors-in-interest, family members, trusts, affiliates and other persons
are hereinafter sometimes referred to as the "Holders").
(b) SECURITIES SUBJECT TO THIS SECTION. The securities entitled to the
benefits of this section are the Exchanged Shares and any other securities
issued by AspenTech in exchange for any of the Exchanged Shares (collectively
the "Registrable Securities") but, with respect to any particular Registrable
Security, only so long as it continues to be a Registrable Security. Registrable
Securities shall include any securities issued as a dividend or distribution on
account of Registrable Securities or resulting from a subdivision of the
outstanding shares of Registrable Securities into a greater number of shares (by
reclassification, stock split or otherwise). For the purposes of this Agreement,
a security that was at one time a Registrable Security shall cease to be a
Registrable Security when (i) such security has been effectively registered
under the Securities Act and has been disposed of pursuant to such registration
statement, (ii) such security is or can be distributed to the public pursuant to
Rule 144 (or any similar provision then in force) under the Securities Act,
(iii) such security has been otherwise transferred and (A) AspenTech has
delivered a new certificate or other evidence of ownership not bearing the
legend set forth on the Exchanged Shares upon the initial issuance thereof (or
other legend of similar import) and (B) in the opinion of counsel to AspenTech,
the subsequent disposition of such security shall not require the registration
or qualification under the Securities Act or (C) such security has ceased to be
outstanding.
(c) SHELF REGISTRATION. AspenTech agrees that it shall cause to be filed a
registration statement (the "Shelf Registration") on Form S-3 or any other
appropriate form under the Securities Act for an offering to be made on a
delayed or continuous basis pursuant to Rule 415 thereunder or any similar rule
that may be adopted by the Securities and Exchange Commission (the "Commission")
and permitting sales in ordinary course brokerage or dealer transactions not
involving an underwritten public offering (and shall register or qualify the
shares to be sold in such offering under such other securities or "blue sky"
laws as would reasonably be required) covering the entire issue of Exchanged
Shares and such other shares of Aspen Common as may be included pursuant to
registration rights of other holders of Aspen Common. AspenTech shall use its
best efforts to (i) cause the Shelf Registration to be declared effective by the
Commission on, or as soon as practicable after, the date on which AspenTech
first publishes financial results covering at least thirty days of
post-acquisition combined operations of AspenTech and NeuralWare and (ii) keep
the Shelf Registration continuously effective (and register or qualify the
shares to be sold in such offering under such other securities or "blue sky"
laws as would be required for a period (the "Shelf Registration Period") of
ninety (90) days after the date on which the Shelf Registration is declared
effective
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by the Commission (or such shorter period that will terminate when all Exchanged
Shares covered by the Shelf Registration have been sold). AspenTech agrees, if
necessary, to supplement or make amendments to the Shelf Registration, if
required by the registration form used by AspenTech for the Shelf Registration
or by the instructions applicable to such registration form or by the Securities
Act or the rules or regulations thereunder.
(d) EXPENSES. AspenTech shall pay all expenses incident to its
performance of or compliance with this Section, regardless of whether such
registration becomes effective, including (i) all Commission, stock exchange or
market registration and filing fees, (ii) all fees and expenses incurred in
complying with securities or "blue sky" laws (including reasonable fees and
disbursements of counsel in connection with "blue sky" qualifications of the
Registrable Securities), (iii) all printing, messenger and delivery expenses,
(iv) all fees and disbursements of AspenTech's independent public accountants
and counsel and (v) all fees and expenses of any special experts retained by
AspenTech in connection with any registration pursuant to the terms of this
Agreement; provided, however, that the Holders shall be liable for (A) any fees
or commissions of brokers, dealers or underwriters, (B) any transfer taxes and
(C) any fees or expenses of consultants, financial advisors, counsel and other
professionals acting on behalf of the Holders in connection with any
registration pursuant to the terms of this Agreement.
[For purposes of the foregoing Section 5.9, the following terms have the
indicated meanings:
"Aspen Common" means Aspen common stock, $.10 par value.
"AspenTech" means Aspen Technology, Inc.
"Exchanged Shares" means the shares of Aspen Common exchanged for the previously
outstanding shares of common stock of NeuralWare, Inc.
"NeuralWare" means NeuralWare, Inc
"Securities Act" means the Securities Act of 1933, as amended.]
