Exhibit B
OPTION AGREEMENT, dated as of November 14, 1999 (the "AGREEMENT"), by
and between DATA BROADCASTING CORPORATION, a Delaware corporation ("ISSUER"),
and INTERACTIVE DATA CORPORATION, a Delaware corporation ("Grantee").
RECITALS
WHEREAS, Issuer, Detective Merger-Sub, Inc., a Delaware corporation,
Xxxxxxx Longman, Inc., a Delaware corporation 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
Acquisition Subsidiary, Inc. with and into Grantee which shall become a
wholly-owned subsidiary of Issuer as a result thereof; and
WHEREAS, as a condition and inducement to Grantee's willingness to
enter into the Merger Agreement, Grantee has required that Issuer agree, and
Issuer has agreed, to grant Grantee the Option (as defined below).
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. GRANT 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 6,889,293.63 (as adjusted as set forth herein) shares (the
"OPTION SHARES") of Detective Common Stock at a purchase price of $7.65 (as
adjusted as set forth herein) per Option Share (the "PURCHASE PRICE").
2. EXERCISE OF OPTION. (a) Grantee may, at any time or times, exercise
the Option, in whole or in part, subject to the provisions of Section 2(c),
after the occurrence of any event as a result of which the Grantee is entitled
to receive the Termination Fee pursuant to Section 5.08 of the Merger Agreement
(a "PURCHASE EVENT"); PROVIDED, HOWEVER, that (i) except as provided in 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) 12
months after the first occurrence of a Purchase Event, 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), Grantee has the right to
receive a Termination Fee following such termination upon the occurrence of
certain events, in which case the Option will not terminate until the later of
(x) 12 months following the time such Termination Fee becomes payable and (y)
the expiration of the period in which the Grantee has such right to receive a
Termination Fee, and (ii) any purchase of Option Shares upon exercise of the
Option will be subject to compliance with the HSR Act and any applicable foreign
antitrust and competiton Laws, and the obtaining or making of any consents,
approvals, orders, notifications, filings or authorizations, the failure of
which to have obtained or made would violate any law, regulation or agreement to
which Issuer is subject (the "REGULATORY APPROVALS"). Notwithstanding the
foregoing, (A) if all necessary Regulatory Approvals have not been obtained
prior to the termination of the Option, such termination shall be extended to
the date that is the fifth Business Day after receipt of such Regulatory
Approvals,
and (B) notwithstanding the termination of the Option, if Grantee has exercised
the Option in accordance with the terms hereof prior to the termination of the
Option, Grantee will be entitled to purchase the Option Shares and the
termination of the Option will not affect any rights hereunder.
(b) In the event that Grantee is entitled to and 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 6(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 (an "OPTION CLOSING
DATE"), subject to the following sentence, not earlier than three Business Days
nor later than 20 Business Days from the Notice Date for the closing of such
purchase (an "OPTION CLOSING"). 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 the first
sentence of Section 2(a).
(c) 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
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 efforts to assist Grantee in seeking the Regulatory Approvals. In the
event (i) Grantee receives 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 pursuant to Section 6(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.
3. PAYMENT AND DELIVERY OF CERTIFICATES. (a) At any Option Closing,
Grantee will pay to Issuer in immediately available 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 plus the amount of any transfer, stamp or other similar taxes or charges
imposed in connection therewith.
(b) At any Option Closing, simultaneously with the delivery of
immediately available 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, except pursuant to applicable
federal and state securities laws. If at the time of issuance of Option Shares
pursuant to an exercise of the Option hereunder, Issuer shall have issued any
securities similar to rights under a stockholder 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 under any such stockholder rights plan then in effect.
(c) 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 1933, AS AMENDED, AND MAY BE
REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH
REGISTRATION IS AVAILABLE."
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 registered
pursuant to 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 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.
4. REPRESENTATIONS AND WARRANTIES OF ISSUER. Issuer hereby represents
and warrants to Grantee as follows:
(a) INCORPORATION AND AUTHORITY OF ISSUER. Issuer is a
corporation duly incorporated, validly existing and in good standing under the
laws of Delaware and has all necessary corporate power and authority to enter
into this Agreement, to carry out its obligations hereunder and to consummate
the transactions contemplated hereby. The execution and delivery of this
Agreement by Issuer, the performance by Issuer of its obligations hereunder and
the consummation by Issuer of the transactions contemplated hereby have been
duly authorized by all requisite corporate action on the part of Issuer. This
Agreement has been duly executed and delivered by Issuer, and (assuming due
authorization, execution and delivery by Grantee) this Agreement constitutes
legal, valid and binding obligations of Issuer enforceable against Issuer in
accordance with their terms.
(b) CAPITAL STOCK OF ISSUER. As of the date hereof, the
authorized capital stock of Issuer consists of 75,000,000 shares of common
stock, par value $.01 per share (the "COMMON STOCK"), and 5,000,000 shares of
Preferred Stock, par value $.01 per share. As of November 10, 1999, 34,463,700
shares of Detective Common Stock are validly issued, outstanding, fully paid and
nonassessable, and have been issued in compliance with all applicable federal
and, to the knowledge of Issuer, state securities laws. 2,981,350 shares of
Detective Common Stock are held as treasury stock. No other shares of capital
stock of Issuer have been issued or are outstanding. SECTION 4.02 OF THE
DETECTIVE DISCLOSURE SCHEDULE describes the nature, holder, exercise price and
other material terms of each outstanding Option of Detective, in each case, as
of the date hereof and as of the Closing Date. Except as disclosed in SECTION
4.02 OF THE DETECTIVE DISCLOSURE SCHEDULE, there are no outstanding Options or
agreements, arrangements or understandings to issue Options with respect to
Detective and there are no preemptive rights or agreements, arrangements or
understandings to issue preemptive rights with respect to the issuance or sale
of Detective's capital 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 and other Regulatory Approvals
that are required, 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 Detective 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 Detective Common Stock or other securities
which may be issued pursuant to Section 6 upon exercise of the Option. The
shares of Detective Common Stock to be issued upon due exercise of the Option,
including all additional shares of Detective 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 6, 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, but will be subject to applicable securities laws.
(c) NO CONFLICT. The execution, delivery and performance of
this Agreement by Issuer does not and will not (a) violate or conflict with the
Certificate of Incorporation, other constitutive documents or by-laws of Issuer
or any of its Subsidiaries, (b) conflict with or violate any Law or Governmental
Order applicable to Issuer or any of its Subsidiaries, or (c) result in any
breach of, or constitute a default (or event which with the giving of notice or
lapse of time, or both, would become a default) under, or give to any Person any
rights of termination, amendment, acceleration or cancellation of, or result in
the creation of any Lien on Issuer pursuant to, any Contract, License or other
material instrument to which Issuer or any of its Subsidiaries is a party or by
which Issuer or any of its Subsidiaries is bound or affected, except, in the
case of clauses (b) and (c) above, (i) for conflicts, violations, breaches,
defaults, rights of termination, amendment, acceleration or cancellation, or
Liens as would not, individually or in the aggregate, have a Material Adverse
Effect on Issuer or (ii) for Liens created by or through Grantee or any of its
Affiliates.
5. REPRESENTATIONS AND WARRANTIES OF GRANTEE. Grantee hereby represents
and warrants to Issuer that:
PURCHASE NOT FOR DISTRIBUTION. Any Option Shares or other
securities acquired by Grantee upon exercise of the Option will not be
transferred or otherwise disposed of except in a transaction
registered, or exempt from registration, under the Securities Act.
6. ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of
any change in Detective Common Stock by reason of a stock dividend, split-up,
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 thereof, 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 in respect of
Detective Common Stock if the Option had been exercised immediately prior to
such event or the record date therefor, as applicable, provided that no such
adjustment shall be required in connection with the exercise of options or
similar rights under any stock option plan or benefit arrangement in effect on
the date hereof or in connection with the conversion of any convertible or
exchangeable securities outstanding on the date hereof.
(b) Without limiting the parties' relative rights and
obligations under the Merger Agreement, in the event that 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 corporation, but in connection with such merger, the
shares of Detective 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 Detective 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 conditions 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 cash or other property that Grantee would have
received in respect of Detective 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.
(c) If, at any time during the period commencing on a 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 6(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 trading day immediately preceding the date
of delivery of such Exercise Notice, per share of Detective Common Stock as
reported on The NASDAQ National Market (or, if not listed on The NASDAQ National
Market, as reported on any other national securities exchange or national
securities quotation system on which the Detective Common Stock is listed or
quoted, as reported in The Wall Street Journal (Northeast edition), or, if not
reported thereby, any other authoritative source) (the "CLOSING PRICE") and (ii)
the Purchase Price. Notwithstanding the termination of the Option, Grantee will
be entitled to exercise its rights under this Section 6(c) if it has exercised
such rights in accordance with the terms hereof prior to the termination of the
Option.
7. PROFIT LIMITATIONS. (a) Notwithstanding any other provision of this
Agreement, in no event shall the Total Option Profit (as defined herein) exceed
in the aggregate $3,600,000 million (such amount, the "PROFIT LIMIT") and, if
any payment to be made to Grantee otherwise would cause such aggregate amount to
be exceeded, the Grantee, at its sole election, shall either (i) reduce the
number of shares of Detective Common Stock subject to this Option, (ii) deliver
to Issuer for cancellation Option Shares previously purchased by Grantee, (iii)
pay cash to Issuer or (iv) any combination thereof, so that the Total Option
Profit shall not exceed the Profit Limit after taking into account the foregoing
actions.
(b) Notwithstanding any other provision of this Agreement, the
Option may not be exercised for a number of shares of Detective Common Stock as
would, as of the date of exercise, result in a Notional Total Option Profit (as
hereinafter defined) which would exceed in the aggregate the Profit Limit and,
if it otherwise would exceed such amount, the Grantee, at its sole election,
shall on or prior to the date of exercise either (i) reduce the number of shares
of Detective Common Stock subject to such exercise, (ii) deliver to Issuer for
cancellation Option Shares previously purchased by Grantee, (iii) pay cash to
Issuer or (iv) any combination thereof, so that the Notional Total Option Profit
shall not exceed the Profit Limit after taking into account the foregoing
actions, provided that this paragraph (b) shall not be construed as to terminate
the Option in whole or in part or to restrict any exercise of the Option that is
not prohibited hereby on any subsequent date.
(c) As used herein, the term "TOTAL OPTION PROFIT" shall mean
the aggregate amount (before taxes) of the following: (i) any amount received by
Grantee pursuant to the Cash-Out Right, (ii)(x) the net consideration, if any,
received by Grantee pursuant to the sale of Option Shares (or any other
securities into which such Option Shares are converted or exchanged) to any
unaffiliated party, valuing any non-cash consideration at its fair market value
(as defined below), less (y) the Exercise Price and any cash paid by Grantee to
Issuer pursuant to Section 7(a)(iii) or Section 7(b)(iii) and (iii) the net cash
amounts received by Grantee on the
transfer (in accordance with Section 12(g)) of the Option (or any portion
thereof) to any unaffiliated party.
(d) As used herein, the term "NOTIONAL TOTAL OPTION PROFIT"
with respect to any number of shares of Option Shares as to which Grantee may
propose to exercise the Option shall be the aggregate of (i) the Total Option
Profit determined under paragraph (c) above with respect to prior exercises and
(ii) Total Option Profit with respect to such number of shares of Detective
Common Stock as to which Grantee proposes to exercise and all other Option
Shares held by Grantee and its affiliates as of such date, assuming that all
such shares were sold for cash at the closing market price for Detective Common
Stock as of the close of business on the preceding trading day (less customary
brokerage commissions or underwriting discounts).
(e) As used herein, the "fair market value" of any non-cash
consideration consisting of:
(i) securities listed on a national securities
exchange or traded on The NASDAQ National Market shall be equal to the
average closing price per share of such security as reported on such
exchange or The NASDAQ National Market for the five trading days after
the date of determination; and
(ii) consideration which is other than cash or
securities of the form specified in clause (i) above shall be
determined by a nationally recognized independent investment banking
firm mutually agreed upon by the parties within five business days of
the event requiring selection of such banking firm, provided that if
the parties are unable to agree within two business days after the date
of such event as to the investment banking firm, then the parties shall
each select one firm, and those firms shall select a third nationally
recognized independent investment banking firm, which third firm shall
make such determination.
8. REGISTRATION RIGHTS. Issuer will, if requested by Grantee at any
time and from time to time within two years of the exercise of the Option, as
expeditiously as possible prepare and file up to three registration statements
under the Securities Act if such registration is necessary in order to permit
the sale or other disposition of any or all shares of securities that have been
acquired by or are issuable to Grantee upon exercise of the Option in accordance
with the intended method of sale or other disposition stated by Grantee,
including a "shelf" registration statement under Rule 415 under the Securities
Act or any successor provision, and Issuer will use its reasonable efforts to
qualify such shares or other securities under any applicable state securities
laws, provided that Issuer shall not be required to effect such registration if
less than 10% of the Option Shares subject to the Option will be offered for
sale pursuant thereto. 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 120 calendar days from the
day such registration statement first becomes effective as may be reasonably
necessary to effect such sale or other disposition. The obligations of Issuer
hereunder to file a registration statement and to maintain its effectiveness may
be suspended for up to 120 calendar days in the aggregate if the Board of
Directors of Issuer shall have determined in good faith that the filing of such
registration statement or the maintenance of its effectiveness would require
premature disclosure of material nonpublic information that would materially and
adversely affect Issuer or otherwise interfere with or adversely affect any
pending or proposed offering of securities of Issuer or any other material
transaction involving Issuer. Any registration statement prepared and filed
under this Section 8, and any sale covered thereby, will be at Issuer's expense
except for underwriting discounts or commissions, brokers' fees and the fees and
disbursements of Grantee's counsel related thereto. Grantee will provide all
information reasonably requested by Issuer for inclusion in any registration
statement to be filed hereunder. If, during the time periods referred to in the
first sentence of this Section 8, Issuer effects a registration under the
Securities Act of Detective 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 8; provided that, if the
managing underwriters of such offering advise Issuer in writing that in their
opinion the number of shares of Detective 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 or any other
stockholders who may have priority as to the Issuer. In connection with any
registration pursuant to this Section 8, Issuer and Grantee will provide each
other and any underwriter of the offering with customary representations,
warranties, covenants, indemnification, and contribution in connection with such
registration.
9. QUOTATION. If Detective Common Stock or any other securities to be
acquired upon exercise of the Option are then approved for quotation on The
NASDAQ National Market (or any other national securities exchange or national
securities quotation system), Issuer, upon the request of Grantee, will promptly
file an application to have approved for quotation the shares of Detective
Common Stock or other securities to be acquired upon exercise of the Option on
The NASDAQ National Market (and any such other national securities exchange or
national securities quotation system) and will use reasonable efforts to obtain
approval of such quotation as promptly as practicable.
10. LOSS OR MUTILATION. Upon receipt by Issuer of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this
Agreement, and (in the case of loss, theft or destruction) of reasonably
satisfactory indemnification, and upon surrender and cancellation of this
Agreement, if mutilated, Issuer will execute and deliver a new Agreement of like
tenor and date. Any such new Agreement executed and delivered will constitute an
additional contractual obligation on the part of Issuer, whether or not the
Agreement so lost, stolen, destroyed, or mutilated shall at any time be
enforceable by anyone.
11. MISCELLANEOUS. (a) EXPENSES. Each of the parties hereto will bear
and 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.
(b) AMENDMENT. This Agreement may not be amended, except by an
instrument in writing signed on behalf of each of the parties.
(c) 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.
(d) 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),
the Registration Rights Agreement, the Voting and Standstill Agreements, the Tax
Cooperation Agreement and the Confidentiality Agreement constitute the entire
agreement, and supersede all prior agreements and understandings, both written
and oral, between the parties (and their Affiliates) with respect to the subject
matter hereof and thereof.
(e) 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.
(f) NOTICES. All notices, requests, claims, demands, and other
communications under this Agreement shall be sent in the manner, with the effect
and to the addresses set forth in the Merger Agreement.
(g) ASSIGNMENT. Neither this Agreement, the Option nor any of
the rights, interests, or obligations under this Agreement may be assigned 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; PROVIDED, HOWEVER, that
Grantee may assign all or any of its rights and obligations hereunder to any
Affiliate or Affiliates of Grantee, PROVIDED, FURTHER, HOWEVER, that no such
assignment shall relieve Grantee of its obligations hereunder. Any assignment or
delegation in violation of the preceding sentence will be void. Subject to the
first and second sentences of this Section 11(g), this Agreement will be binding
upon, inure to the benefit of, and be enforceable by, the parties and their
respective successors and assigns.
(h) 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 actions that may be reasonably necessary in order to consummate the
transactions provided for by such exercise.
(i) 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 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.
(j) SEVERABILITY. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule of law
or public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect. Upon such determination that any
term or other provision is invalid, illegal or incapable of being enforced, the
parties hereto shall negotiate in good faith to modify this Agreement so as to
effect the original intent of the parties as closely as possible to the fullest
extent permitted by applicable law in an acceptable manner to the end that the
transactions contemplated hereby are fulfilled to the extent possible.
[Signature Page to follow]
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.
DATA BROADCASTING CORPORATION
By: /s/ Xxxx X. Xxxxxxxxx
---------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: President
INTERACTIVE DATA CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Authorized Person
[Signature Page to Option Agreement]
