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Exhibit 99.2
[Excerpted from Reorganization Agreement dated as of December 23, 1996
between Xx. Xxxxx Xxxxx, Xxxxx Xxxxx Associates, Inc. and
Aspen Technology, Inc.]
2.7. REGISTRATION OF EXCHANGED SHARES. Aspen agrees that, at its cost
and expense and as soon as reasonably practicable given Aspen's planned
registration of other securities and announcement of the transaction
contemplated in this Agreement, 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. Aspen shall use its best efforts to 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 days after
the date on which the Shelf Registration is declared effective by the Commission
(or such shorter period that will terminate when all Exchanged Shares covered by
the Shelf Registration have been sold). Aspen agrees, if necessary, to
supplement or make amendments to the Shelf Registration, if required by the
registration form used by Aspen for the Shelf Registration or by the
instructions applicable to such registration form or by the Securities Act or
the rules or regulations thereunder. After expiration of the [initial] Shelf
Registration Period and for a period of two years from the Closing Date, Aspen
shall, upon the written request of the Stockholder, file one or more Shelf
Registrations permitting sales of any remaining Exchanged Shares, provided
however that Aspen shall not be required to file more than one such Shelf
Registration per year. Notwithstanding the foregoing, if Aspen shall furnish to
the Stockholder a certificate signed by the Chief Financial Officer of Aspen
stating that in the good faith judgment of the Board of Directors of Aspen it
would be significantly disadvantageous to Aspen and its stockholders for the
Shelf Registration to be amended or supplemented because Aspen would be required
to disclose in the Shelf Registration, either directly or through incorporation
by reference, non-public information that it would not otherwise be obligated to
disclose at such time Aspen may defer such amending or supplementing of the
Shelf Registration for not more than 45 days and in such event the Stockholder
shall be required to discontinue disposition of any [securities] covered by the
Shelf Registration during such period.
[For purposes of the foregoing Section 2.7, the following terms have the
indicated meanings:
"Aspen" means Aspen Technology, Inc.
"Securities Act" means the Securities Act of 1933, as amended.
"Exchanged Shares" means the 77,870 shares of Aspen Common exchanged for the
previously outstanding shares of common stock of Xxxxx Xxxxx Associates, Inc.
"Aspen Common" means Aspen common stock, $.10 par value.
"Stockholder" means Xx. Xxxxx Xxxxx.]
