1
EXHIBIT 10.17
STOCK REDEMPTION AGREEMENT
THIS STOCK REDEMPTION AGREEMENT, dated as of April 21, 1999 (this
"Agreement"), is made by and among OneSource Information services, Inc., a
Delaware corporation (the "Company"), and the persons set forth on the "Schedule
of Class P Stockholders" attached hereto (hereinafter referred to collectively
as the "Class P Stockholders" and individually as a "Class P Stockholder").
WHEREAS, the shares of the Company's Class P Common Stock, par value
$.0l per share (the "Class P Common Stock"), are to be reclassified in
connection with the Company's initial public offering (the "IPO"); and
WHEREAS, the shares of the Company's Common Stock, par value $.0l per
share (the "Common Stock"), will be issued in the reclassification and the
Company desires to purchase, and the Class P Stockholders desire to sell,
certain of these shares;
NOW, THEREFORE, The parties hereto agree as follows:
1. PURCHASE AND SALE. Each Class P Stockholder will sell to the
Company and the Company will purchase from each Class P Stockholder, the number
of shares of Common Stock issued as "Yield Shares" to such Class P Stockholder
under Article Four, Part B, Section 8 of the Company's Amended and Restated
Certificate of Incorporation, as amended, at a purchase price per share equal to
the price to the public for each share of Common Stock in the IPO.
Each Class P Stockholder hereby irrevocably constitutes and appoints
the Company as his or her attorney-in-fact and agent to execute and deliver all
documents necessary or appropriate to effect such sale and to complete the
transaction described in this Agreement.
2. THE CLOSING. The closing of the sales and purchases of the
Common Stock (the "Closing") will take place at the offices of Xxxxx, Xxxxxxx &
Xxxxxxxxx, LLP, High Street Tower, 000 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000
on the date of the closing of the IPO (the "Closing Date"), or at such other
place or on such other date as may be mutually agreeable to the Company and the
Class P Stockholders. At the Closing, each Class P Stockholder will deliver to
the Company a certificate or certificates evidencing the number of shares of
Common Stock to be purchased by the Company against payment of the purchase
price therefor by delivery of a cashier's or certified check or checks of
immediately available funds or by wire transfer to a bank account designated by
such Class P Stockholder.
3. AMENDMENTS AND WAIVERS; TERMINATION. Except as otherwise
provided herein, no modification, amendment or waiver of any provision hereof
shall be effective against the Company or the Class P Stockholders unless such
modification, amendment or waiver is approved in writing by the Company and the
holders of at least a majority of the outstanding
2
-2-
shares of Class P Common Stock; provided that any amendment which treats any
holder of Class P Common Stock in a manner different from any other holder of
Class P Common Stock shall require the consent of the holders of all Class P
Common Stock. The failure of any party to enforce any provision of this
Agreement or under any agreement contemplated hereby or under the Company's
certificate of incorporation or bylaws shall in no way be construed as a waiver
of such provisions and shall not affect the right of such party thereafter to
enforce each and every provision of this Agreement, any agreement referred to
herein, the Company's certificate of incorporation, or bylaws in accordance with
their terms. If the Closing has not occurred on or before December 31, 1999,
this Agreement shall terminate and have no further force or effect.
4. 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 will bind and inure to the benefit of the
respective successors and assigns of such parties whether so expressed or not.
5. SEVERABILITY. Whenever possible, each provision of this
Agreement will 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 invalid,
illegal or unenforceable under any applicable law or rule in any jurisdiction,
such provision will be ineffective only to the extent of such invalidity,
illegality or unenforceability in such jurisdiction, without invalidating the
remainder of this Agreement in such jurisdiction or any provision hereof in any
other jurisdiction.
6. 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 will constitute
one and the same agreement.
7. DESCRIPTIVE HEADINGS. The descriptive headings of this
Agreement are inserted for convenience only and do not constitute a part of this
Agreement.
8. GOVERNING LAW. All issues concerning the enforceability,
validity and binding effect of this Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware, without giving effect to
any choice of law or conflict of law provision or rule (whether of the State of
Delaware or any other jurisdiction) that would cause the application of the law
of any jurisdiction other than the State of Delaware.
9. NOTICES. All notices, demands or other communications to be
given or delivered under or by reason of the provisions of this Agreement will
be in writing and will be deemed to have been given when personally delivered or
received by certified mail, return receipt requested, or sent by guaranteed
overnight courier service. Notices, demands and communications will be sent to
each Class P Stockholders at such Class P Stockholder's address as indicated in
the Company's books and records of the Company's transfer agent and registrar
and to the Company at the address indicated below:
NOTICES TO THE COMPANY:
3
-3-
OneSource Information Services, Inc.
000 Xxxxxxxxx Xxxx Xxxxx
Xxxxxxxxx, XX 00000
Attention: President
WITH A COPY TO:
Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP
High Street Tower
000 Xxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxxxxx X. Xxxxxxxxxx, Esq.
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.
* * * * *
4
-4-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement o
the day and year first above written.
ONESOURCE INFORMATION SERVICES, INC.
By: /s/ Xxxxxx Xxxxxxxx
--------------------------------------
Its: President
XXXXXXX XXXXX VENTURE PARTNERS III
LIMITED PARTNERSHIP
By: Xxxxxxx Xxxxx Venture Management
Company
Its: General Partner
By: /s/ Xxxxx Xxxxxxx
--------------------------------------
Its: General Partner
INFORMATION PARTNERS CAPITAL FUND, L.P.
By: Information Partners
Its: General Partner
By: /s/ Xxxxx Xxxxxxx
--------------------------------------
Its: General Partner
BCIP ASSOCIATES
By: /s/ Xxxxx Xxxxxxx
--------------------------------------
Its: General Partner
BCIP TRUST ASSOCIATES, L.P.
By: /s/ Xxxxx Xxxxxxx
--------------------------------------
Its: General Partner
5
-5-
/s/ Xxxxxx X. Xxxx
------------------------------------------
Xxxxxx X. Xxxx
/s/ Xxxxxx X. Xxxxxxxx
------------------------------------------
Xxxxxx X. Xxxxxxxx
/s/ Xxxxxx Xxxxxxx
------------------------------------------
Xxxxxx Xxxxxxx
/s/ Xxxxx X. Xxxxxx
------------------------------------------
Xxxxx X. Xxxxxx
/s/ Xxxxx Xxxxxxxxx
------------------------------------------
Xxxxx Xxxxxxxxx
/s/ Xxx Xxxxxx
------------------------------------------
Xxx Xxxxxx
/s/ Xxxx Xxxxxxx
------------------------------------------
Xxxx Xxxxxxx
/s/ Xxxxxx X. Xxxx
------------------------------------------
Xxxxxx X. Xxxx
/s/ Xxxx X. XxxXxxx
------------------------------------------
Xxxx X. XxxXxxx
/s/ Xxxxxxx X. Xxxxxxx
------------------------------------------
Xxxxxxx X. Xxxxxxx
/s/ Xxxxxxx X. Xxxxxxxx
------------------------------------------
Xxxxxxx X. Xxxxxxxx
6
-6-
------------------------------------------
Xxxxx X. Xxxxxx
/s/ Xxxxx X. Xxxxxx
------------------------------------------
Xxxxx X. Xxxxxx
7
SCHEDULE OF CLASS P STOCKHOLDERS
NAMES AND ADDRESSES
-------------------
Xxxxxxx Xxxxx Venture
Partners III Limited
Partnership
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Information Partners
Capital Fund, L.P.
Two Xxxxxx Place
Boston, MA 02116
Attention: Xxxxx Xxxxxxx
BCIP Associates
c/o Information Partners
Capital Fund, L.P.
Two Xxxxxx Xxxxx
Xxxxxx, XX 00000
Attention: Xxxxx Xxxxxxx
BCIP Trust Associates, L.P.
c/o Information Partners
Capital Fund, L.P.
Two Xxxxxx Xxxxx
Xxxxxx, XX 00000
Attention: Xxxxx Xxxxxxx
Xxxxxx X. Xxxx
c/o Cadence Information
Associates
000 0xx Xxxxxx, 00xx Xx.
New York, N.Y. 10153
Xxxxxx X. Xxxxxxxx
c/o OneSource Information
Services, Inc.
000 XxxxxxxxxXxxx Xxxxx
Xxxxxxxxx, XX 00000
8
-8-
Xxxxxx Xxxxxxx
00 Xxxxxxx Xxxx
Xxxxxxx, XX 00000
Xxxxx X. Xxxxxx
c/o OneSource Information
Services, Inc.
000 XxxxxxxxxXxxx Xxxxx
Xxxxxxxxx, XX 00000
Xxxxx Xxxxxxxxx
00 Xxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
Xxx Xxxxxx
c/o OneSource Information
Services, Inc.
000 XxxxxxxxxXxxx Xxxxx,
Xxxxxxxxx, XX 00000
Xxxxxxx Xxxxxxx
c/o OneSource Information
Services, Inc.
000 XxxxxxxxxXxxx Xxxxx
Xxxxxxxxx, XX 00000
Xxxxxx X. Xxxx
00 Xxxxxxxxxx Xxxx
Xxxxxxxx Xxxx, XX 00000
Xxxx X. XxxXxxx
c/o OneSource Information
Services, Inc.
000 XxxxxxxxxXxxx Xxxxx
Xxxxxxxxx, XX 00000
Xxxxxxx X. Xxxxxxx
00 Xxxxxxx Xxx
Xxxxxxx, XX 00000
Xxxxxxxx X. Xxxxxxxx
00 Xxxx Xxxxxx
Xxxxxx, XX 00000
Xxxxx X. Xxxxxx
0 Xxxxxxxx Xxxxxxxx
Xxxxxxx, XX 00000
9
-9-
Xxxxx X. Xxxxxx
00 Xxxxxxxx Xxxxx
Xxxxxxx, XX 00000
