Exhibit 10.13
AMERICAN BUSINESS INFORMATION, INC.
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the "Agreement") is made effective as
of September 10, 1996 (the "Effective Date"), by and among American Business
Information, Inc., a Delaware corporation (the "Company"), Digital Directory
Assistance, Inc., a Maryland corporation ("DDAI") and Xxxxxx X. Xxxxxx, Xxxxxx
X. Xxxxxx and Xxxxxx X. Xxxxx (each a "Shareholder" and collectively the
"Shareholders").
RECITALS
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A. The Company, the Company's wholly-owned subsidiary, American Business
Information Marketing, Inc., a Delaware corporation ("Buyer"), DDAI and the
Shareholders are parties to the Asset Purchase Agreement dated the date hereof
(together with the exhibits and schedules thereto, the "Purchase Agreement"),
pursuant to which Buyer is acquiring substantially all of the assets and certain
of the liabilities of DDAI.
B. As partial consideration for such acquisition, DDAI will receive 600,000
shares of Common Stock, $.0025 par value, of the Company (the "Shares"), subject
to certain escrow and other arrangements set forth in the Purchase Agreement.
C. Pursuant to the terms of the Purchase Agreement, DDAI may transfer some or
all of the Shares to the Shareholders.
AGREEMENT
---------
NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth, all parties hereto agree as follows:
1. Certain Definitions. As used in this Agreement, the following terms
shall have the following respective meanings:
"Black-Out Period" means any period during which executive officers
and directors of the Company are prohibited from engaging in trades in the
Company's securities pursuant to the Company's Xxxxxxx Xxxxxxx Policy.
"Commission" means the Securities and Exchange Commission or any other
Federal agency at the time administering the Securities Act.
"Exchange Act" means the Securities Exchange Act of 1934, as amended,
or any similar Federal rule or statute and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.
"Holder" means any of DDAI and the Shareholders, for so long as such
person holds any Registrable Securities, or any person holding Registrable
Securities to whom the rights under this Agreement have been transferred in
accordance with Section 11 hereof.
"Xxxxxxx Xxxxxxx Policy" means the policy adopted by the Company's
Board of Directors, as such may be amended from time to time, relating to
transactions in the Company's securities by the Company's executive officers and
directors, a copy of which shall be provided to each of the Shareholders within
7 days of the date hereof.
"Permitted Window" means the period during which a Holder entitled to
sell Registrable Securities pursuant to a registration statement under Section
5(a) of this Agreement, shall be permitted to sell Registrable Securities
pursuant to such a registration. Except as otherwise set forth in this
Agreement, a Permitted Window shall (i) commence upon the tenth business day
following receipt by the Company of a written notice from a Holder to the
Company that such Holder intends to sell Shares pursuant to such registration
statement, or such earlier date as the Company may agree to, and shall (ii)
terminate upon the commencement of a Black Out Period. Without the Company's
written consent, a Permitted Window shall not commence prior to the first
anniversary of the Effective Date.
"Registrable Securities" means the Shares and any Common Stock of the
Company issued or issuable in respect thereof upon any conversion, stock split,
stock dividend, recapitalization, merger or other reorganization; provided,
however, that securities shall only be treated as Registrable Securities if and
so long as they have not been registered or sold to or through a broker or
dealer or underwriter in a public distribution or a public securities
transaction.
"Register," "registered" and "registration" refer to a registration
effected by preparing and filing a registration statement in compliance with the
Securities Act, and the declaration or ordering of the effectiveness of such
registration statement.
"Registration Expenses" means all expenses, except as otherwise stated
below, incurred by the Company in complying with Section 5 hereof, including
without limitation, all registration, qualification and filing fees, printing
expenses, escrow fees, fees and disbursements of counsel for the Company, blue
sky fees and expenses, the expense of any special audits incident to or required
by any such registration (but excluding the compensation of regular employees of
the Company which shall be paid in any event by the Company).
"Restricted Securities" means the securities of the Company required
to bear a legend as described in Section 3 hereof.
"Securities Act" means the Securities Act of 1933, as amended, or any
similar Federal rule or statute and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.
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"Selling Expenses" means all underwriting discounts, selling
commissions and stock transfer taxes applicable to the securities registered by
the Holders and all fees and disbursements of counsel for any Holder.
2. Restrictions on Transferability. The Restricted Securities and any
other securities issued in respect of such securities upon any stock split,
stock dividend, recapitalization, merger or other reorganization, shall not be
sold, assigned, transferred or pledged except upon the conditions specified in
this Agreement, which conditions are intended to ensure compliance with the
provisions of the Securities Act. Each Holder or transferee will cause any
proposed purchaser, assignee, transferee, or pledgee of any such securities held
by the Holder or transferee to agree to take and hold such securities subject to
the restrictions and upon the conditions specified in this Agreement, including
without limitation the restrictions set forth in Section 4.
3. Restrictive Legend. Each certificate representing the Shares or any
other securities issued in respect of such securities upon any stock split,
stock dividend, recapitalization, merger or other reorganization shall be
stamped or otherwise imprinted with legends restricting the transferability
thereof, as described in the Purchase Agreement. Each Holder consents to the
Company making a notation on its records and giving instructions to any transfer
agent of its capital stock in order to implement the restrictions on transfer
established in this Agreement and the Purchase Agreement.
4. Notice of Proposed Transfers. The holder of each certificate
representing Restricted Securities by acceptance thereof agrees to comply in all
respects with the provisions of this Section 4. Without in any way limiting the
immediately preceding sentence or the provisions of Section 2, no sale,
assignment, transfer or pledge (other than (i) a sale made pursuant to a
registration statement filed under the Securities Act and declared effective by
the Commission or (ii) a sale made in accordance with the applicable provisions
of Rule 144 and Rule 145) of Restricted Securities shall be made by any holder
thereof to any person unless such person shall first agree in writing to be
bound by the restrictions of this Agreement, including without limitation this
Section 4. Prior to any proposed sale, assignment, transfer or pledge of any
Restricted Securities, unless there is in effect a registration statement under
the Securities Act covering the proposed transfer, the holder thereof shall give
written notice to the Company of such holder's intention to effect such
transfer, sale, assignment or pledge. Each such notice shall describe the
manner and circumstances of the proposed transfer, sale, assignment or pledge in
sufficient detail, and, if requested by the Company, the holder shall also
provide, at such holder's expense, a written opinion of legal counsel (who shall
be, and whose legal opinion shall be, reasonably satisfactory to the Company)
addressed to the Company, to the effect that the proposed transfer of the
Restricted Securities may be effected without registration under the Securities
Act and under applicable state securities laws and regulations. Upon delivery
to the Company of such notice and, if required, such opinion, the holder of such
Restricted Securities shall be entitled to transfer such Restricted Securities
in accordance with the terms of such notice. The Company agrees that it shall
not request such an opinion of counsel with respect to (i) a transfer not
involving a change in beneficial ownership, (ii) a transaction involving the
distribution without consideration of Restricted Securities by the holder to its
constituent equity
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holders in proportion to their equity holdings in the holder or (iii) a
transaction involving the transfer without consideration of Restricted
Securities by an individual holder during such holder's lifetime by way of gift
or on death by will or intestacy Each certificate evidencing the Restricted
Securities transferred as above provided shall bear, except if such transfer is
made pursuant to Rule 144, the appropriate restrictive legend set forth in
Section 3 above, except that such certificate shall not bear such restrictive
legend if, in the opinion of counsel for such holder and counsel for the
Company, such legend is not required in order to establish or ensure compliance
with any provision of the Securities Act.
5. Registration on Form S-3.
-------------------------
Registration. The Company shall use its commercially reasonable
best efforts to cause a registration statement on Form S-3 covering all
Registrable Securities to be filed and declared effective no later than the
first anniversary of the date of this Agreement. The Company shall use its
commercially reasonable best efforts to keep such registration statement
effective until the fourth anniversary of the date of this Agreement, or such
earlier date upon which no Holder holds any Registrable Securities. Upon receipt
of a notice from any Holder that such Holder intends to sell Registrable
Securities during a Permitted Window, the Company shall, prior to the
commencement of the Permitted Window, inform the other Holders of the
commencement of the Permitted Window. The Company shall notify each of the
Holders of the termination of a Permitted Window no later than the time the
Company notifies its executive officers and directors of the corresponding
Black-Out Period; provided, however, that the Company need not notify the
Holders of regularly scheduled Black-Out Periods relating to the closing of the
Company's fiscal quarters.
(b) Limitations on Registration and Sale of Registrable Securities.
Notwithstanding anything in this Agreement to the contrary, the Company's
obligations and the Holders' rights under this Section 5 are subject to the
limitations and qualifications set forth below, which may be waived in writing
by the Company.
(i) The Company shall have no obligation to keep effective a
registration statement hereunder following such time as each Holder is eligible
to sell all of its Registrable Securities in a three month period under the
applicable provisions of Rule 144 and Rule 145.
(ii) The Holders will sell Registrable Securities pursuant to a
registration effected hereunder only during a Permitted Window.
(iii) Each of Xxxxxx X. Xxxxxx and Xxxxxx X. Xxxxx may sell up
to 30,000 shares (and all Registrable Securities issued in respect thereof)
during any twelve-month period (with Messrs. Xxxxxx'x and Xxxxx'x sales being
aggregated with the sale of their respective transferees for the purpose of
calculating such number).
(iv) Xxxxxx X. Xxxxxx may sell up to 180,000 Shares (and all
Registrable Securities issued in respect thereof) during any twelve-month period
(with Mr.
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Xxxxxx'x sales being aggregated with the sales of his transferees for the
purposes of calculating such number).
(v) If the Company furnishes to the Holders a certificate
signed by the President of the Company stating that, in the good faith judgment
of the Board of Directors of the Company, it would be seriously detrimental to
the Company for a Form S-3 registration to be effected, or a Permitted Window to
be in effect, due to (A) the existence of a material development or potential
material development involving the Company which the Company would be obligated
to disclose in the prospectus contained in the Form S-3 registration statement,
which disclosure would in the good faith judgment of the Board of Directors be
premature or otherwise inadvisable, or (B) the existence of other facts or
circumstances as a result of which the prospectus contained or to be contained
in the Form S-3 registration statement includes or would include an untrue
statement of a material fact or omits or would omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances under which they were made or then
existing, the Company may defer the filing of the Form S-3 registration
statement or delay the commencement of a Permitted Window or may effect an early
termination of a Permitted Window that has commenced, as the case may be. The
Company may elect to so defer, delay or terminate under clause (A) above only to
the extent that the event described in clause (A) also gives rise to a Black-Out
Period applicable to all of the Company's executive officers and directors under
the Company's Xxxxxxx Xxxxxxx Policy. If the Company elects to so defer, delay
or terminate under clause (B) above, the Company shall, subject to its
obligations under Section 5(d)(i), use its commercially reasonable best efforts
to amend the registration statement or take such other action as may be
necessary to eliminate the situation described in clause (B) as soon as
practicable. Any Holder receiving any notice from the Company with respect to
the matters covered by this Section 5(b)(v) shall keep the fact and content of
such notice, and the event or circumstances giving rise to such notice,
confidential.
(vi) The obligations of the Company hereunder are conditioned
upon its being eligible to register its securities on Form S-3 at the time any
such registration is otherwise required hereunder; provided, however, that if
the Company ceases to be eligible to register its securities on Form S-3 at any
time during which any Holder would otherwise be entitled to sell Registrable
Securities pursuant to a registration in accordance with the terms of this
Agreement, the Company shall use its commercially reasonable best efforts to
become eligible to register its securities on Form S-3 as soon as practicable.
(c) Underwriting. At the election of the Holders representing a
majority of the Registrable Securities that are proposed to be sold during a
Permitted Window (the "Deciding Holders"), all sales of Registrable Securities
under this Section 5 during such Permitted Window shall be made through an
underwriting managed by an underwriter selected by the Deciding Holders and
acceptable to the Company (the "Managing Underwriter"). The Company shall,
together with all Holders proposing to distribute their Registrable Securities
through such underwriting, enter into an underwriting agreement in customary
form with the
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Managing Underwriter. If any Holder of Registrable Securities disapproves of the
terms of the underwriting, such person may elect to withdraw therefrom by
written notice to the Company. Any Holder so withdrawing shall not sell any
Registrable Securities pursuant to a registration effected under this Agreement
until after the completion of such underwritten distribution.
(d) Registration Procedures. In connection with any registration
required under this Agreement, the Company shall take the actions set forth
below.
(i) Prior to filing any registration statement, prospectus,
a mendment or supplement with the Commission in connection with any registration
hereunder, the Company shall furnish to one counsel selected by the Holders of a
majority of the Registrable Securities copies of all such documents, proposed to
be filed, which documents will be subject to review of such counsel.
(ii) The Company shall notify each Holder of any stop order
issued or threatened by the Commission and will take all reasonable actions
required to prevent the entry of such stop order or to remove it if entered.
(iii) The Company shall comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by a
registration statement filed pursuant to this Agreement with respect to the
disposition of all Registrable Securities covered by such registration statement
in accordance with the intended methods of disposition by the Holders as set
forth in such registration statement.
(iv) The Company shall furnish to each Holder and each
underwriter, if any, of Registrable Securities covered by a registration
statement filed pursuant to this Agreement such number of copies of such
registration statement, each amendment and supplement thereto (in each case
including all exhibits thereto), and the prospectus included in such
registration statement (including each preliminary prospectus), in conformity
with the requirements of the Securities Act, and such other documents as a
selling Holder may reasonably request in order to facilitate the disposition of
the Registrable Securities owned by such Holder.
(v) The Company shall use its commercially reasonable best
efforts to register or qualify the Registrable Securities under the securities
or "blue sky" laws of each State of the United States of America as any of the
Holders or underwriters, if any, of the Registrable Securities covered by a
registration statement filed hereunder reasonably requests, and shall do any and
all other acts and things which may be reasonably necessary or advisable to
enable each selling Holder and each underwriter, if any, to consummate the
disposition in such States of the Registrable Securities owned by such selling
Holders; provided that the Company shall not be required to (A) qualify
generally to do business in any jurisdiction where it would not otherwise by
required to qualify but for this subsection (v), (B) subject itself to taxation
in any such jurisdiction or (C) consent to general service of process in any
such jurisdiction.
(vi) The Company shall immediately notify each Holder entitled
to sell Registrable Securities during a Permitted Window of the happening of any
event which comes to
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the Company's attention if, as a result of such event, the prospectus included
in the registration statement filed under this Agreement contains any untrue
statement of a material fact or omits to state any material fact necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading, and the Company shall promptly prepare and furnish to each
Holder and file with the Commission a supplement or amendment to such prospectus
so that such prospectus will no longer contain any untrue statement of a
material fact or omit to state any material fact necessary to make the statement
therein, in light of the circumstances under which they were made, not
misleading.
(vii) The Company shall take all such other reasonable and
customary actions as each Holder or the underwriters, if any, may reasonably
request in order to expedite or facilitate the disposition of the Registrable
Securities in accordance with the terms of this Agreement.
(viii) The Company shall make available for inspection by the
Holders, any underwriter participating in any disposition pursuant to a
registration statement filed under this Agreement, and any attorney, accountant
or other agent retained by such Holders or underwriters, all financial and other
records, pertinent corporate documents and properties of the Company and its
subsidiaries, as such person may reasonably request for the purpose of
confirming that such registration statement does not contain any untrue
statement of a material fact or omit to state any material fact necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading, provided that the Company obtains reasonably satisfactory
assurances that such information will be used solely for such purpose and will
be held in confidence (except to the extent that it is included in the
registration statement). The Company shall cause the officers, directors, and
employees of the Company and each of its subsidiaries to supply such information
and respond to such inquiries as any Holder or underwriter may reasonably
request or make for the purpose of confirming that such registration statement
does not contain any untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, provided that the
Company obtains reasonably satisfactory assurances that such information will be
used solely for such purpose and will be held in confidence (except to the
extent that it is included in the registration statement).
(ix) The Company shall use its commercially reasonable best
efforts to obtain a "cold comfort" letter from the Company's independent public
accountants in customary form and covering such matters of the type customarily
covered by "cold comfort" letters as the Holders or the underwriters reasonably
request.
(x) The Company shall otherwise use its best commercially
reasonable best efforts to comply with all applicable rules and regulations of
the Commission, and make generally available to its security holders, as soon as
reasonably practicable, an earnings statement covering a period (which may begin
with the first fiscal quarter ending after the effective date of the
registration statement) of at least twelve months after the effective date of
the registration statement (as the term "effective date" is defined in Rule
158(c) under the
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Securities Act), which earnings statement shall satisfy the provisions of
Section 11(a) of the Securities Act and Rule 158 thereunder.
6. Other Registration Rights. The Holders acknowledge that certain
other stockholders of the Company may now or hereafter have registration rights,
and that such other stockholders may be entitled to sell their securities at the
same time, or pursuant to the same registration and underwriting, as the Holders
hereunder. The Company represents and warrants to the Holders that any such
rights of other stockholders will not diminish the rights of the Holders
hereunder, including without limitation the number of Registrable Securities
which the Holders are entitled to sell hereunder, or otherwise conflict with the
provisions of this Agreement.
7. Expenses of Registration. All Registration Expenses incurred in
connection with the Company's obligations, hereunder shall be borne by the
Company. Unless otherwise stated, all Selling Expenses relating to securities
proposed to be registered hereunder and all other registration expenses shall be
borne by the Holders of such securities pro rata on the basis of the number of
shares proposed to be sold by each of them during the applicable Permitted
Window.
8. Indemnification.
---------------
The Company will indemnify each Holder, each of its officers and
directors and partners, and each person controlling such Holder within the
meaning of Section 15 of the Securities Act, with respect to which registration
has been effected pursuant to this Agreement, against all expenses, claims,
losses, damages or liabilities (or actions in respect thereof), including any of
the foregoing incurred in settlement of any litigation, commenced or threatened,
arising out of or based on any untrue statement (or alleged untrue statement) of
a material fact contained in any registration statement, prospectus, offering
circular or other document, or any amendment or supplement thereto, incident to
any such registration, or based on any omission (or alleged omission) to state
therein a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances in which they were made, not
misleading, or any violation by the Company of the Securities Act, the Exchange
Act, state securities law or any rule or regulation promulgated under the such
laws applicable to the Company in connection with any such registration, and the
Company will reimburse each such Holder, each of its officers, directors and
partners, and each person controlling such Holder, for any legal and any other
expenses reasonably incurred, as such expenses are incurred, in connection with
investigating, preparing or defending any such claim, loss, damage, liability or
action, provided that the Company will not be liable in any such case to the
extent that any such claim, loss, damage, liability or expense arises out of or
is based on any untrue statement or omission or alleged untrue statement or
omission, made in reliance upon and in conformity with written information
furnished to the Company by an instrument duly executed by such Holder or
controlling person, and stated to be specifically for use therein; provided,
however, that the foregoing indemnity Agreement is subject to the condition
that, insofar as it relates to any such untrue statement, alleged untrue
statement, omission or alleged omission made in a preliminary
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prospectus, such indemnity agreement shall not inure to the benefit of any
person, if a copy of the final prospectus or an amended or supplemented
prospectus, as applicable, was not furnished to the person asserting the loss,
liability, claim or damage at or prior to the time such action is required by
the Securities Act, and if the final prospectus or the amended or supplemented
prospectus, as applicable, would have cured the defect giving rise to the loss,
liability, claim or damage. In no event, however, shall the Company have any
indemnification obligation to the extent that the expenses, claims, losses,
damages, or liabilities as to which indemnification is sought are in connection
with an offer or sale made by a person other than the Company in violation of
the terms of this Agreement (a "Violation").
Each Holder will, if Registrable Securities held by such Holder
are included in the securities as to which a registration hereunder is effected,
indemnify the Company, each of its directors and officers, each person who
controls the Company within the meaning of Section 15 of the Securities Act, and
each other such Holder, each of its officers and directors and each person
controlling such Holder within the meaning of Section 15 of the Securities Act,
against all claims, losses, damages and liabilities (or actions in respect
thereof) arising out of or based on (i) a Violation by such Holder or (ii) any
untrue statement (or alleged untrue statement) of a material fact contained in
any such registration statement, prospectus, offering circular or other
document, or any omission (or alleged omission) to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, and will reimburse the Company, such Holders, such directors,
officers or control persons for any legal or any other expenses reasonably
incurred, as such expenses are incurred, in connection with investigating or
defending any such claim, loss, damage, liability or action, but, in the case of
clause (ii) above, only to the extent that such untrue statement (or alleged
untrue statement) or omission (or alleged omission) is made in such registration
statement, prospectus, offering circular or other document in reliance upon and
in conformity with information furnished to the Company by such Holder.
Notwithstanding the foregoing, the liability of each Holder under this
subsection 5.7(b) shall be limited in an amount equal to the initial public
offering price of the shares sold by such Holder, unless such liability arises
out of or is based on a Violation or willful misconduct by such Holder.
Each party entitled to indemnification under this Section 8 (the
"Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense of any such claim or any
litigation resulting therefrom, provided that counsel for the Indemnifying
Party, who shall conduct the defense of such claim or litigation, shall be
approved by the Indemnified Party (whose approval shall not unreasonably be
withheld), and the Indemnified Party may participate in such defense at such
party's expense, and provided further that the failure of any Indemnified Party
to give notice as provided herein shall not relieve the Indemnifying Party of
its obligations under this Agreement unless the failure to give such notice is
materially prejudicial to an Indemnifying Party's ability to defend such action
and provided further, that the Indemnifying Party shall not assume the defense
for matters as to which there is a conflict of interest or there are separate
and different defenses. No Indemnifying Party, in the defense of any such claim
or litigation, shall, except with the consent of each Indemnified Party
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(whose consent shall not be unreasonably withheld), consent to entry of any
judgment or enter into any settlement which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such Indemnified Party
of a release from all liability in respect to such claim or litigation.
9. Information by Holder. The Holder or Holders of Registrable
Securities included in any registration hereunder shall furnish to the Company
such information regarding such Holder or Holders, the Registrable Securities
held by them and the distribution proposed by such Holder or Holders as the
Company may request in writing and as shall by required in connection with any
registration referred to in this Agreement.
10. Rule 144 Reporting. With a view to making available the benefits of
certain rules and regulations of the Commission which may permit the sale of the
Restricted Securities to the public without registration the Company agrees to
use its commercially reasonable best efforts, at any time after the fourth
anniversary of the Effective Date, to:
Make and keep public information available, as those
terms are understood and defined in Rule 144 under the Securities Act.
File with the Commission in a timely manner all reports
and other documents required of the Company under the Securities Act and the
Exchange Act; and
So long as a Holder owns any Restricted Securities, to
furnish to the Holder forthwith upon request a written statement by the Company
as to its compliance with the reporting requirements of said Rule 144 and of the
Securities Act and the Exchange Act, a copy of the most recent annual or
quarterly report of the Company, and such other reports and documents of the
Company and other information in the possession of or reasonably obtainable by
the Company as the Holder may reasonably request in availing itself of any rule
or regulation of the Commission allowing the Holder to sell any such securities
without registration.
11. Transfer of Registration Rights. The rights to cause the Company to
register securities granted to Holders under Section 5 may not be assigned.
Notwithstanding the foregoing, the rights to cause the Company to register
securities may be assigned to transferees for whom the holding period under Rule
144 may be tacked onto that of the transferor.
12. Amendment. Except as otherwise provided above, any provision of this
Agreement may be amended or the observance thereof may be waived (either
generally or in a particular instance and either retroactively or
prospectively), only with the written consent of the Company and each of the
Holders.
13. Governing Law. This Agreement shall be governed in all respects by
the laws of the State of Delaware, without regard to conflict of laws
provisions.
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14. Entire Agreement. This Agreement constitutes the full and entire
understanding and Agreement among the parties regarding the matters set forth
herein. Except as otherwise expressly provided herein, the provisions hereof
shall inure to the benefit of, and be binding upon the successors, assigns,
heirs, executors and administrators of the parties hereto.
15. Notices, etc. All notices and other communications required or
permitted hereunder shall be in writing and shall be mailed by registered or
certified mail, postage prepaid, or otherwise delivered by facsimile
transmission, by hand or by messenger, addressed:
if to a Holder, at such Holder's address as set forth below such
Holder's signature on this Agreement, or at such other address as such Holder
shall have furnished to the Company.
if to the Company, to:
American Business Information, Inc.
0000 Xxxxx 00/xx/ Xxxxxx
Xxxxx, XX 00000
Fax: (000) 000-0000
Attn: Xxx Xxxxxxx
or at such other address as the Company shall have furnished to the Holders,
with a copy to:
Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C.
000 Xxxx Xxxx Xxxx
Xxxx Xxxx, XX 00000-0000
Attn: Xxxxxxx X. Xxxxxx, Esq.
Fax: (000) 000-0000
Each such notice or other communication shall for all purposes of this
Agreement be treated as effective or having been given when delivered if
delivered personally or by facsimile transmission, or, if sent by mail, at the
earlier of its receipt or 72 hours after the same has been deposited in a
regularly maintained receptacle for the deposit of the United States mail,
addressed and mailed as aforesaid.
16. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first written above.
"THE COMPANY"
American Business Information, Inc.,
a Delaware corporation
By: ___________________________________
Xxx X. Xxxxxxx
Executive Vice President
"THE HOLDERS"
Digital Directory Assistance, Inc.,
a Maryland corporation
By: ____________________________________
Xxxxxx X. Xxxxxx
President
Address: 0000 Xxxxxxxxx Xxxx
Xxxxxxxx, XX 00000
________________________________________
Xxxxxx X. Xxxxxx
Address: 0000 Xxxxx Xxxx
Xxxxxxxx, XX 00000
________________________________________
Xxxxxx X. Xxxxxx
Address: c/o Cambridge Information Group
0000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
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________________________________________
Xxxxxx X. Xxxxx
Address: c/o Cambridge Information Group
0000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
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