EXHIBIT 99.1
STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT, dated as of May 26, 1998 (the "Agreement"), between
MAY & XXXX, INC., a Delaware corporation ("Issuer"), and Acxiom Corporation, a
Delaware corporation ("Grantee").
RECITALS
a. Issuer and Grantee have entered into an Agreement and Plan of
Merger, dated as of the date hereof (the "Merger Agreement"; defined
terms used but not defined herein have the meanings set forth in the
Merger Agreement), providing for, among other things, the merger of
Sub with and into Issuer pursuant to the terms of the Merger; and
b. As a condition and inducement to Grantee's willingness to enter
into the Merger Agreement, Grantee has requested that Issuer agree,
and Issuer has agreed, to grant Grantee the Option (as defined below).
NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements set forth herein, Issuer
and Grantee agree as follows:
x. Xxxxx of Option. Subject to the terms and conditions set
forth herein, Issuer hereby grants to Grantee an irrevocable
option (the "Option") to purchase up to 19.9% of the number of
shares (the "Option Shares") of common stock, par value $0.01 per
share ("Issuer Common Stock"), of Issuer issued and outstanding
immediately prior to the grant of the Option at a purchase price
of $14.96 (as adjusted as set forth herein) per Option Share (the
"Purchase Price").
ii. Exercise of Option. Grantee may exercise the Option, with
respect to any or all of the Option Shares at any one time,
subject to the provisions of Section 2(c), upon the occurrence of
a Purchase Event (as defined in Section 7(c)), except that (i)
subject to the last sentence of this Section 2(a), the Option
will terminate and be of no further force and effect upon the
earliest to occur of (A) the Effective Time, (B) six months after
the date on which a Purchase Event (as defined herein) occurs,
and (C) termination of the Merger Agreement in accordance with
its terms prior to the occurrence of a Purchase Event, unless, in
the case of clause (C), the Grantee has the right to receive the
Company Termination Fee following such termination upon the
occurrence of certain events, in which case the Option will not
terminate until
the later of (x) six months following the time such Company
Termination Fee becomes payable and (y) the expiration of the
period in which the Grantee has such right to receive the Company
Termination Fee, and (ii) any purchase of Option Shares upon
exercise of the Option will be subject to compliance with the HSR
Act and the obtaining or making of any consents, approvals,
orders, notifications or authorizations, the failure of which to
have obtained or made would have the effect of making the
issuance of Option Shares illegal (the "Regulatory Approvals")
and no preliminary or permanent injunction or other order by any
court of competent jurisdiction prohibiting or otherwise
restraining such issuance shall be in effect. Notwithstanding the
termination of the Option, Grantee will be entitled to purchase
the Option Shares if it has exercised the Option in accordance
with the terms hereof prior to the termination of the Option, and
the termination of the Option will not affect any rights
hereunder which by their terms do not terminate or expire prior
to or as of such termination.
(i) In the event that Grantee wishes to exercise
the Option, it will send to Issuer a written
notice (an "Exercise Notice"; the date of which
being herein referred to as the "Notice Date") to
that effect which Exercise Notice also specifies
the number of Option Shares, if any, Grantee
wishes to purchase pursuant to this Section 2(b),
the number of Option Shares, if any, with respect
to which Grantee wishes to exercise its Cash-Out
Right (as defined herein) pursuant to Section
7(c), the denominations of the certificate or
certificates evidencing the Option Shares which
Grantee wishes to purchase pursuant to this
Section 2(b) and a date not earlier than 20
business days nor later than 30 business days from
the Notice Date for the closing (an "Option
Closing") of such purchase (an "Option Closing
Date"). Any Option Closing will be at an agreed
location and time in New York, New York on the
applicable Option Closing Date or at such later
date as may be necessary so as to comply with
clause (ii) of Section 2(a).
(ii) Notwithstanding anything to the contrary
contained herein, any exercise of the Option and
purchase of Option Shares shall be subject to
compliance with applicable laws and regulations,
which may prohibit the purchase of all the Option
Shares specified in the Exercise Notice without
first
99.1-2
obtaining or making certain Regulatory Approvals.
In such event, if the Option is otherwise
exercisable and Grantee wishes to exercise the
Option, the Option may be exercised in accordance
with Section 2(b) and Grantee shall acquire the
maximum number of Option Shares specified in the
Exercise Notice that Grantee is then permitted to
acquire under the applicable laws and regulations,
and if Grantee thereafter obtains the Regulatory
Approvals to acquire the remaining balance of the
Option Shares specified in the Exercise Notice,
then Grantee shall be entitled to acquire such
remaining balance. Issuer agrees to use its
reasonable best efforts to assist Grantee in
seeking the Regulatory Approvals.
In the event (i) Grantee receives official notice that a Regulatory
Approval required for the purchase of any Option Shares will not be issued or
granted or (ii) such Regulatory Approval has not been issued or granted within
six months of the date of the Exercise Notice, Grantee shall have the right to
exercise its Cash-Out Right (as defined herein) pursuant to Section 7(c) with
respect to the Option Shares for which such Regulatory Approval will not be
issued or granted or has not been issued or granted.
iii. Payment and Delivery of Certificates. At any Option Closing,
Grantee will pay to Issuer in same day funds by wire transfer to
a bank account designated in writing by Issuer an amount equal to
the Purchase Price multiplied by the number of Option Shares to
be purchased at such Option Closing.
(i) At any Option Closing, simultaneously with
the delivery of same day funds as provided in
Section 3(a), Issuer will deliver to Grantee a
certificate or certificates representing the
Option Shares to be purchased at such Option
Closing, which Option Shares will be free and
clear of all liens, claims, charges and
encumbrances of any kind whatsoever. If at the
time of issuance of Option Shares pursuant to an
exercise of the Option hereunder, Issuer shall not
have issued any securities similar to rights under
a shareholder rights plan, then each Option Share
issued pursuant to such exercise will also
represent such a corresponding right with terms
substantially the same as and at least as
favorable to Grantee as are provided
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under any Issuer shareholder rights agreement or
any similar agreement then in effect.
(ii) Certificates for the Option Shares delivered
at an Option Closing will have typed or printed
thereon a restrictive legend which will read
substantially as follows:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1993, AND MAY BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED ONLY IF SO REGISTERED OR IF ANY EXEMPTION FROM SUCH
REGISTRATION IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO ADDITIONAL
RESTRICTIONS ON TRANSFER AS SET FORTH IN THE STOCK OPTION AGREEMENT, DATED
AS OF MAY 26, 1998, A COPY OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF
MAY & XXXX, INC. AT ITS PRINCIPAL EXECUTIVE OFFICES."
It is understood and agreed that (i) the reference to restrictions arising under
the Securities Act in the above legend will be removed by delivery of substitute
certificate(s) without such reference if such Option Shares have been sold in
compliance with the registration and prospectus delivery requirements of the
Securities Act, such Option Shares have been sold in reliance on and in
accordance with Rule 144 under the Securities Act or Grantee has delivered to
Issuer a copy of a letter from the staff of the SEC, or an opinion of counsel in
form and substance reasonably satisfactory to Issuer and its counsel, to the
effect that such legend is not required for purposes of the Securities Act and
(ii) the reference to restrictions pursuant to this Agreement in the above
legend will be removed by delivery of substitute certificate(s) without such
reference if the Option Shares evidenced by certificate(s) containing such
reference have been sold or transferred in compliance with the provisions of
this Agreement under circumstances that do not require the retention of such
reference.
iv. Incorporation of Representations and Warranties of Issuer.
The representations and warranties of Issuer contained in Article
V of the Merger Agreement are hereby incorporated by reference
herein with the same force and effect as though made pursuant to
this Agreement.
v. Representations and Warranties of Issuer. Issuer hereby
represents and warrants to Grantee as follows:
(i) Corporate Authorization. Issuer has the corporate
power and authority to enter into this Agreement and to
carry out its obligations hereunder. The execution and
delivery of this Agreement and the consummation of the
transactions contemplated hereby have been duly and
validly authorized
99.1-4
by the Board of Directors of Issuer, and no other
corporate proceedings on the part of Issuer are
necessary to authorize this Agreement and the
transactions contemplated hereby. This Agreement
has been duly and validly executed and delivered
by Issuer, and assuming this Agreement constitutes
a valid and binding agreement of Grantee, this
Agreement constitutes a valid and binding
agreement of Issuer, enforceable against Issuer in
accordance with its terms (except insofar as
enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium
or similar laws affecting creditors' rights
generally, or by principles governing the
availability of equitable remedies).
(ii) Authorized Stock. Issuer has taken all
necessary corporate and other action to authorize
and reserve and, subject to the expiration or
termination of any required waiting period under
the HSR Act, to permit it to issue, and, at all
times from the date hereof until the obligation to
deliver Option Shares upon the exercise of the
Option terminates, shall have reserved for
issuance, upon exercise of the Option, shares of
Issuer Common Stock necessary for Grantee to
exercise the Option, and Issuer will take all
necessary corporate action to authorize and
reserve for issuance all additional shares of
Issuer Common Stock or other securities which may
be issued pursuant to Section 7 upon exercise of
the Option. The shares of Issuer Common Stock to
be issued upon due exercise of the Option,
including all additional shares of Issuer Common
Stock or other securities which may be issuable
upon exercise of the Option or any other
securities which may be issued pursuant to Section
7, upon issuance pursuant hereto, will be duly and
validly issued, fully paid and nonassessable, and
will be delivered free and clear of all liens,
claims, charges and encumbrances of any kind or
nature whatsoever, including without limitation
any preemptive rights of any stockholder of
Issuer.
vi. Representations and Warranties of Grantee. Grantee hereby
represents and warrants to Issuer that:
(i) Corporate Authorization. Grantee has the
corporate power and authority to enter into this
Agreement and to carry out its obligations
hereunder. The execution and delivery of this
Agreement and the consummation of the transactions
99.1-5
contemplated hereby have been duly and validly
authorized by the Board of Directors of Grantee,
and no other corporate proceedings on the part of
Grantee are necessary to authorize this Agreement
and the transactions contemplated hereby. This
Agreement has been duly and validly executed and
delivered by Grantee, and assuming this Agreement
constitutes a valid and binding agreement of
Issuer, this Agreement constitutes a valid and
binding agreement of Grantee, enforceable against
Grantee in accordance with its terms (except
insofar as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting creditors'
rights generally, or by principles governing the
availability of equitable remedies).
(ii) Purchase Not For Distribution. Any Option
Shares or other securities acquired by Grantee
upon exercise of the Option will not be, and the
Option is not being, acquired by Grantee with a
view to the public distribution thereof. Neither
the Option nor any of the Option Shares will be
offered, sold, pledged or otherwise transferred
except in compliance with, or pursuant to an
exemption from, the registration requirements of
the Securities Act.
vii. Adjustment upon Changes in Capitalization, Etc. In the
event of any changes in Issuer Common Stock by reason of a
stock dividend, reverse stock split, merger,
recapitalization, combination, exchange of shares, or
similar transaction, the type and number of shares or
securities subject to the Option, and the Purchase Price
therefor, will be adjusted appropriately, and proper
provision will be made in the agreements governing such
transaction, so that Grantee will receive upon exercise of
the Option the number and class of shares or other
securities or property that Grantee would have received with
respect to Issuer Common Stock if the Option had been
exercised immediately prior to such event or the record date
therefor, as applicable.
(i) Without limiting the parties' relative rights
and obligations under the Merger Agreement, in the
event that the Issuer enters into an agreement (i)
to consolidate with or merge into any person,
other than Grantee or one of its subsidiaries, and
Issuer will not be the continuing or surviving
corporation in such consolidation or merger, (ii)
to permit any person, other than Grantee or one of
its subsidiaries, to merge into Issuer and Issuer
will be the continuing or surviving
99.1-6
corporation, but in connection with such merger,
the shares of Issuer Common Stock outstanding
immediately prior to the consummation of such
merger will be changed into or exchanged for stock
or other securities of Issuer or any other person
or cash or any other property, or the shares of
Issuer Common Stock outstanding immediately prior
to the consummation of such merger will, after
such merger represent less than 50% of the
outstanding voting securities of the merged
company, or (iii) to sell or otherwise transfer
all or substantially all of its assets to any
person, other than Grantee or one of its
subsidiaries, then, and in each such case, the
agreement governing such transaction will make
proper provision so that the Option will, upon the
consummation of any such transaction and upon the
terms and condition set forth herein, be converted
into, or exchanged for, an option with identical
terms appropriately adjusted to acquire the number
and class of shares or other securities or
property that Grantee would have received in
respect of Issuer Common Stock if the Option had
been exercised immediately prior to such
consolidation, merger, sale, or transfer, or the
record date therefor, as applicable and make any
other necessary adjustments.
(ii) If, at any time during the period commencing
on the occurrence of an event as a result of which
Grantee is entitled to receive the Company
Termination Fee pursuant to Section 7.12 of the
Merger Agreement (the "Purchase Event") and ending
on the termination of the Option in accordance
with Section 2, Grantee sends to Issuer an
Exercise Notice indicating Grantee's election to
exercise its right (the "Cash-Out-Right") pursuant
to this Section 7(c), then Issuer shall pay to
Grantee, on the Option Closing Date, in exchange
for the cancellation of the Option with respect to
such number of Option Shares as Grantee specifies
in the Exercise Notice, an amount in cash equal to
such number of Option Shares multiplied by the
difference between (i) the average closing price
for the 10 trading days commencing on the 12th
Nasdaq trading day immediately preceding the
Notice Date, per share of Issuer Common Stock as
reported on the Nasdaq National Market (or, if not
listed on the Nasdaq, as reported on any other
national securities exchange or national
securities quotation system on which the Issuer
Common Stock is listed or quoted, as reported in
The Wall Street Journal (Northeast
99.1-7
edition), or, if not reported thereby, any other
authoritative source) (the "Closing Price") and
(ii) the Purchase Price, except that in no event
shall the Issuer be required to pay to the Grantee
pursuant to this Section 7(c) an amount exceeding
the product of (x) $2.00 and (y) such number of
Option Shares. Notwithstanding the termination of
the Option, Grantee will be entitled to exercise
its rights under this Section 7(c) if it has
exercised such rights in accordance with the terms
hereof prior to the termination of the Option.
viii. Repurchase Option. In the event that Grantee notifies Issuer
of its intention to exercise the Option pursuant to Section 2(a),
Issuer may require Grantee upon the delivery to Grantee of
written notice during the period beginning on the Notice Date and
ending two days prior to the Option Closing Date, to sell to
Issuer the Option Shares acquired by Grantee pursuant to such
exercise of the Option at a purchase price per share for such
sale equal to the Purchase Price plus $2.00. The Closing of any
repurchase of Option Shares pursuant to this Section 8 shall take
place immediately following consummation of the sale of the
Option Shares to Grantee on the Option Closing Date at the
location and time agreed upon with respect to such Option Closing
Date.
ix. Registration Rights.
(a) Grantee may by written notice (a "Registration Notice") to Issuer
request Issuer to register under the Securities Act all or any part of the
Option Shares or other securities acquired by Grantee pursuant to this Agreement
(collectively, the "Registrable Securities") in order to permit the sale or
other disposition of such securities pursuant to a bona fide, firm commitment
underwritten public offering in which Grantee and the underwriters shall effect
as wide a distribution of such Registrable Securities as is reasonably
practicable and shall use reasonable efforts to prevent any person or group from
purchasing through such offering shares representing more than 3% of the shares
of Issuer Common Stock then outstanding on a fully-diluted basis; provided,
however, that any such Registration Notice must relate to a number of shares
equal to at least 2% of the shares of Issuer Common Stock then outstanding on a
fully-diluted basis and that any rights to require registration hereunder shall
terminate with respect to any shares that may be sold pursuant to Rule 144(k)
under the Securities Act.
(b) Issuer shall use reasonable best efforts to effect, as promptly as
practicable, the registration under the Securities Act of the Registrable
Securities requested to be registered in the Registration Notice; provided,
however, that (i) Grantee shall not be entitled to more than an aggregate of two
effective registration statements hereunder and (ii) Issuer will not be required
to file any such registration statement during any period of time (not to exceed
40 days after a Registration Notice in the case of clause (A) below or 90 days
after a Registration Notice in the case of clauses (B) and (C) below) when (A)
Issuer is in possession of material non-public
99.1-8
information which it reasonably believes would be detrimental to be disclosed at
such time and, based upon the advice of outside securities counsel to Issuer,
such information would have to be disclosed if a registration statement were
filed at that time; (B) Issuer would be required under the Securities Act to
include audited financial statements for any period in such registration
statement and such financial statements are not yet available for inclusion in
such registration statement; or (C) Issuer determines, in its reasonable
judgment, that such registration would interfere with any financing, acquisition
or other material transaction involving Issuer. If the consummation of the sale
of any Registrable Securities pursuant to a registration hereunder does not
occur within 180 days after the filing with the SEC of the initial registration
statement therefor, the provisions of this Section shall again be applicable to
any proposed registration, it being understood that Grantee shall not be
entitled to more than an aggregate of two effective registration statements
hereunder. Issuer will use reasonable efforts to cause each such registration
statement to become effective, to obtain all consents or waivers of other
parties which are required therefor, and to keep such registration statement
effective for such period not in excess of 180 calendar days from the day such
registration statement first becomes effective as may be reasonably necessary to
effect such sale or other disposition. Issuer shall use reasonable best efforts
to cause any Registrable Securities registered pursuant to this Section to be
qualified for sale under the securities or blue sky laws of such jurisdictions
as Grantee may reasonably request and shall continue such registration or
qualification in effect in such jurisdictions; provided, however, that Issuer
shall not be required to qualify to do business in, or consent to general
service of process in, any jurisdiction.
(c) If Issuer effects a registration under the Securities Act of
Issuer Common Stock for its own account or for any other stockholders of Issuer
(other than on Form S-4 or Form S-8, or any successor form), it will allow
Grantee the right to participate in such registration, and such participation
will not affect the obligation of Issuer to effect demand registration
statements for Grantee under this Section 9, except that, if the managing
underwriters of such offering advise Issuer in writing that in their opinion the
number of shares of Issuer Common Stock requested to be included in such
registration exceeds the number which can be sold in such offering, Issuer will
include the shares requested to be included therein by Grantee pro rata with the
shares intended to be included therein by Issuer.
(d) The registration rights set forth in this Section are subject to
the condition that Grantee shall provide Issuer with such information with
respect to Grantee Registrable Securities, the plan for distribution thereof,
and such other information with respect to Grantee as, in the reasonable
judgment of counsel for Issuer, is necessary to enable Issuer to include in a
registration statement all material facts required to be disclosed with respect
to a registration hereunder.
(e) A registration effected under this Section shall be effected at
Issuer's expense, except for underwriting discounts and commissions and the fees
and expenses of Grantee's counsel, and Issuer shall provide to the underwriters
such documentation (including certificates, opinions of counsel and "comfort"
letters from auditors) as are customary in connection with
99.1-9
underwritten public offerings and as such underwriters may reasonably require.
In connection with any registration, Grantee and Issuer agree to enter into an
underwriting agreement reasonably acceptable to each such party, in form and
substance customary for transactions of this type.
x. Transfers. The Option Shares may not be sold, assigned,
transferred, or otherwise disposed of except (i) pursuant to
Section 8 hereof, (ii) in an underwritten public offering as
provided in Section 9 or (iii) to any purchaser or transferee who
would not, to the knowledge of the Grantee after reasonable
inquiry, immediately following such sale, assignment, transfer or
disposal beneficially own more than 4.9% of the then-outstanding
voting power of the Issuer, except that Grantee shall be
permitted to sell any Option Shares if such sale is made pursuant
to a tender or exchange offer that has been approved or
recommended by a majority of the members of the Board of
Directors of Issuer (which majority shall include a majority of
directors who were directors as of the date hereof).
xi. Listing. If Issuer Common Stock or any other securities to
be acquired upon exercise of the Option are then listed on the
Nasdaq (or any other national securities exchange or national
securities quotation system), Issuer, upon the request of
Grantee, will promptly file an application to list the shares of
Issuer Common Stock or other securities to be acquired upon
exercise of the Option on the Nasdaq (and any such other national
securities exchange or national securities quotation system) and
will use reasonable efforts to obtain approval of such listing as
promptly as practicable.
xii. Miscellaneous. Expenses. Except as otherwise provided in the
Merger Agreement, each of the parties hereto will pay all costs
and expenses incurred by it or on its behalf in connection with
the transactions contemplated hereunder, including fees and
expenses of its own financial consultants, investment bankers,
accountants and counsel.
(i) Amendment. This Agreement may not be amended,
except by an instrument in writing signed on
behalf of each of the parties.
(ii) Extension; Waiver. Any agreement on the part
of a party to waive any provision of this
Agreement, or to extend the time for performance,
will be valid only if set forth in an instrument
in writing signed on behalf of such party. The
failure of any party to this Agreement to assert
any of its rights under this Agreement or
otherwise will not constitute a waiver of such
rights.
99.1-10
(iii) Entire Agreement; No Third-Party
Beneficiaries. This Agreement, the Merger
Agreement (including the documents and instruments
attached thereto as exhibits or schedules or
delivered in connection therewith) and the
Confidentiality Agreement (i) constitute the
entire agreement, and supersede all prior
agreements and under standings, both written and
oral, between the parties with respect to the
subject matter of this Agreement, and (ii) are not
intended to confer upon any person other than the
parties any rights or remedies.
(iv) Governing Law. This Agreement will be
governed by, and construed in accordance with, the
laws of the State of Delaware, regardless of the
laws that might otherwise govern under applicable
principles of conflict of laws thereof.
(v) Notices. All notices, requests, claims,
demands, and other communications under this
Agreement must be in writing and will be deemed
given if delivered personally, telecopied (which
is confirmed), or sent by overnight courier
(providing
proof of delivery) to the parties at the following addresses (or at such other
address for a party as shall be specified by like notice):
If to Issuer to:
May & Xxxx, Inc.
0000 Xxxx Xxxxx
Xxxxxxx Xxxxx, XX 00000
Fax: (000) 000-0000
Attention: Chief Executive Officer
with a copy to:
Winston & Xxxxxx
00 Xxxx Xxxxxx Xxxxx
Xxxxxxx, XX 00000
Fax: (000) 000-0000
Attention: Xxxxx X. Xxxx
If to Grantee to:
99.1-11
Acxiom Corporation
X.X. Xxx 0000
000 Xxxxxxxxxx Xxxxxxxxx
Xxxxxx, XX 00000-0000
Fax: (000) 000-0000
Attention: President
with a copy to:
Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: J. Xxxxxxx Xxxxxx
Telecopy: (000) 000-0000
(vi) Assignment. Neither this Agreement, the
Option nor any of the rights, interests, or
obligations under this Agreement may be assigned,
transferred or delegated, in whole or in part, by
operation of law or otherwise, by Issuer or
Grantee without the prior written consent of the
other. Any assignment, transfer or delegation in
violation of the preceding sentence will be void.
Subject to the first and second sentences of this
Section 12(g), this Agreement will be binding
upon, inure to the benefit of, and be enforceable
by, the parties and their respective successors
and assigns.
(vii) Further Assurances. In the event of any
exercise of the Option by Grantee, Issuer and
Grantee will execute and deliver all other
documents and instruments and take all other
action that may be reasonably necessary in order
to consummate the transactions provided for by
such exercise.
(viii) Enforcement. The parties agree that
irreparable damage would occur and that the
parties would not have any adequate remedy at law
in the event that any of the provisions of this
Agreement were not performed in accordance with
their specific terms or were otherwise breached.
It is accordingly agreed that the parties will be
entitled to an injunction or injunctions to
prevent breaches of this Agreement and to enforce
specifically the terms
99.1-12
and provisions of this Agreement in any Federal
court located in the State of Delaware or in
Delaware state court, the foregoing being in
addition to any other remedy to which they are
entitled at law or in equity. In addition, each of
the parties hereto (i) consents to submit itself
to the personal jurisdiction of any Federal court
located in the State of Delaware or any Delaware
state court in the event any dispute arises out of
this Agreement or any of the transactions
contemplated by this Agreement, (ii) agrees that
it will not attempt to deny or defeat such
personal jurisdiction by motion or other request
for leave from any such court, and (iii) agrees
that it will not bring any action relating to this
Agreement or any of the transactions contemplated
by this Agreement in any court other than a
Federal court sitting in the State of Delaware or
a Delaware state court.
99.1-13
IN WITNESS WHEREOF, Issuer and Grantee have caused this Agreement to be
signed by their respective officers thereunto duly authorized as of the day and
year first written above.
MAY & XXXX, INC.
By: /s/ Xxxxx X. Xxxxx
--------------------------------
Name: Xxxxx X. Xxxxx
Title: Chairman, President and
Chief Executive Officer
ACXIOM CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx, Xx.
--------------------------------
Name: Xxxxxxx X. Xxxxxx, Xx.
Title: CEO and President
