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EXHIBIT 99.2
[Excerpted from Acquisition Agreement dated as of February 27, 1998
between Aspen Technology, Inc. and Xx. Xxxxxxxx of Contas Process
Control s.r.l.]
5.7. REGISTRATION OF EXCHANGED SHARES.
(a) HOLDERS AND INITIAL HOLDERS. The rights to registration of shares
under this section is for Xx. Xxxxxxxx, and any of her respective
(i) successors-in-interest, (ii) family members, trusts wholly or
principally for the benefit of family members and affiliates to whom
Xx. Xxxxxxxx or her successor-in-interest transfers any of the
Registrable Securities (as defined in paragraph (b) of this section)
initially issued to Xx. Xxxxxxxx and (iii) any other person or
persons to whom Xx. Xxxxxxxx transfers all or substantially all of
the Registrable Securities initially issued to her, which family
member, trust, affiliate or person described in clause (ii) or (iii)
is registered on the books of AspenTech (together with Xx. Xxxxxxxx,
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 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 Contas and
(ii) keep the Shelf Registration continuously effective for a period
(the "Shelf Registration Period") of ninety (90) 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).
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(d) EXPENSES. AspenTech shall pay all expenses incident to its
performance of or compliance with this Section.
[For purposes of the foregoing Section 5.7, the following terms have the
indicated meanings:
"Aspen Common" means common stock, $.10 par value, of AspenTech.
"AspenTech" means Aspen Technology, Inc.
"Contas" means Contas Process Control s.r.l.
"Exchanged Shares" means 21,975 shares of Aspen Common exchanged for all
ownership interest in and to Contas.
"Xx. Xxxxxxxx" means Xx. Xxxxxx Xxxxxxxx, Director and sole equity holder of
Contas.
"Securities Act" means the Securities Act of 1933, as amended.]
