{"id":43125,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/agreement-and-plan-of-merger-the-thomson-corp-and-newsedge.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-and-plan-of-merger-the-thomson-corp-and-newsedge","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/agreement-and-plan-of-merger-the-thomson-corp-and-newsedge.html","title":{"rendered":"Agreement and Plan of Merger &#8211; The Thomson Corp. and NewsEdge Corp."},"content":{"rendered":"<pre>--------------------------------------------------------------------------------\n\n                          AGREEMENT AND PLAN OF MERGER\n\n                                      AMONG\n\n                             THE THOMSON CORPORATION\n\n                        INFOBLADE ACQUISITION CORPORATION\n\n                                       AND\n\n                              NEWSEDGE CORPORATION\n\n                           DATED AS OF AUGUST 6, 2001\n\n--------------------------------------------------------------------------------\n\n\n                                TABLE OF CONTENTS\n\n                                                                            PAGE\n                                                                            ----\n\n                              ARTICLE I DEFINITIONS\n\nSECTION 1.01.  Definitions.....................................................2\n\n                              ARTICLE II THE OFFER\n\nSECTION 2.01.  The Offer.......................................................7\nSECTION 2.02.  Company Action..................................................9\n\n                             ARTICLE III THE MERGER\n\nSECTION 3.01.  The Merger.....................................................10\nSECTION 3.02.  Effective Time; Closing........................................10\nSECTION 3.03.  Effect of the Merger...........................................11\nSECTION 3.04.  Certificate of Incorporation; By-laws..........................11\nSECTION 3.05.  Directors and Officers.........................................11\nSECTION 3.06.  Conversion of Securities.......................................12\nSECTION 3.07.  Employee Stock Options; Employee Stock Purchase Plan...........12\nSECTION 3.08.  Warrants.......................................................13\nSECTION 3.09.  Dissenting Shares..............................................13\nSECTION 3.10.  Surrender of Shares; Stock Transfer Books......................14\n\n            ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY\n\nSECTION 4.01.  Organization and Qualification; Subsidiaries...................16\nSECTION 4.02.  Certificate of Incorporation and By-laws.......................16\nSECTION 4.03.  Capitalization.................................................17\nSECTION 4.04.  Authority Relative to This Agreement...........................18\nSECTION 4.05.  No Conflict; Required Filings and Consents.....................18\nSECTION 4.06.  Permits; Compliance............................................19\nSECTION 4.07.  SEC Filings; Financial Statements..............................20\nSECTION 4.08.  Absence of Certain Changes or Events...........................21\nSECTION 4.09.  Absence of Litigation..........................................21\nSECTION 4.10.  Employee Benefit Plans.........................................21\nSECTION 4.11.  Labor and Employment Matters...................................24\nSECTION 4.12.  Offer Documents; Schedule 14D-9; Proxy Statement...............26\nSECTION 4.13.  Property and Leases............................................26\nSECTION 4.14.  Intellectual Property..........................................27\nSECTION 4.15.  Taxes..........................................................30\nSECTION 4.16.  Environmental Matters..........................................31\n\n\nSECTION 4.17.  Material Contracts.............................................31\nSECTION 4.18.  Insurance......................................................34\nSECTION 4.19.  Brokers........................................................34\n\n        ARTICLE V REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER\n\nSECTION 5.01.  Corporate Organization.........................................35\nSECTION 5.02  Authority Relative to This Agreement............................35\nSECTION 5.03.  No Conflict; Required Filings and Consents.....................35\nSECTION 5.04.  Financing......................................................36\nSECTION 5.05.  Offer Documents; Proxy Statement...............................36\nSECTION 5.06.  Brokers........................................................37\nSECTION 5.07.  Performance....................................................37\nSECTION 5.08.  Litigation.....................................................37\n\n                ARTICLE VI CONDUCT OF BUSINESS PENDING THE MERGER\n\nSECTION 6.01.  Conduct of Business by the Company Pending the Merger..........37\n\n                        ARTICLE VII ADDITIONAL AGREEMENTS\n\nSECTION 7.01.  Stockholders' Meeting..........................................40\nSECTION 7.02.  Proxy Statement................................................41\nSECTION 7.03.  Company Board Representation; Section 14(f)....................41\nSECTION 7.04.  Access to Information; Confidentiality.........................42\nSECTION 7.05.  No Solicitation of Transactions................................43\nSECTION 7.06.  Employee Benefits Matters......................................44\nSECTION 7.07.  Directors' and Officers' Indemnification and Insurance.........44\nSECTION 7.08.  Notification of Certain Matters................................45\nSECTION 7.09.  Further Action; Reasonable Best Efforts........................45\nSECTION 7.10.  Public Announcements...........................................46\n\n                      ARTICLE VIII CONDITIONS TO THE MERGER\n\nSECTION 8.01.  Conditions to the Merger.......................................46\n\n                  ARTICLE IX TERMINATION, AMENDMENT AND WAIVER\n\nSECTION 9.01.  Termination....................................................47\nSECTION 9.02.  Effect of Termination..........................................48\nSECTION 9.03  Fees and Expenses...............................................48\nSECTION 9.04.  Amendment......................................................50\nSECTION 9.05.  Waiver.........................................................50\n\n                          ARTICLE X GENERAL PROVISIONS\n\nSECTION 10.01  Notices........................................................50\n\n\n\nSECTION 10.02.  Severability..................................................51\nSECTION 10.03.  Entire Agreement; Assignment..................................52\nSECTION 10.04.  Parties in Interest...........................................52\nSECTION 10.05.  Specific Performance..........................................52\nSECTION 10.06.  Governing Law.................................................52\nSECTION 10.07.  Waiver of Jury Trial..........................................52\nSECTION 10.08.  Headings......................................................53\nSECTION 10.09.  Counterparts..................................................53\n\nANNEX A - CONDITIONS TO THE OFFER\n\nSCHEDULES\n\nSCHEDULE I - SELLING STOCKHOLDERS\nSCHEDULE II - OFFICERS\n\nEXHIBIT A - AMENDED EMPLOYMENT AGREEMENTS\n\nDISCLOSURE SCHEDULE\n\n\n\n            AGREEMENT AND PLAN OF MERGER, dated as of August 6, 2001 (this\n\"Agreement\"), among THE THOMSON CORPORATION, a corporation incorporated under\nthe laws of the Province of Ontario (the \"Parent\"), INFOBLADE ACQUISITION\nCORPORATION, a Delaware corporation and an indirect wholly owned subsidiary of\nParent (\"Purchaser\"), and NEWSEDGE CORPORATION, a Delaware corporation (the\n\"Company\").\n\n            WHEREAS, the Parent and the respective Boards of Directors of\nPurchaser and the Company have each determined that it is in the best interests\nof their respective stockholders for Parent to acquire the Company upon the\nterms and subject to the conditions set forth herein;\n\n            WHEREAS, in furtherance of such acquisition, it is proposed that\nPurchaser shall make a cash tender offer (the \"Offer\") to acquire all the shares\nof common stock, par value $0.01 per share, of the Company (\"Shares\") that are\nissued and outstanding for $2.30 per Share (such amount, or any greater amount\nper Share paid pursuant to the Offer, being the \"Per Share Amount\"), net to the\nseller in cash, upon the terms and subject to the conditions of this Agreement\nand the Offer;\n\n            WHEREAS, the Board of Directors of the Company (the \"Board\") has\nunanimously approved the making of the Offer and resolved to recommend that\nholders of Shares tender their Shares pursuant to the Offer;\n\n            WHEREAS, also in furtherance of such acquisition, the Boards of\nDirectors of Purchaser and the Company have each approved this Agreement and\ndeclared its advisability and approved the merger (the \"Merger\") of Purchaser\nwith and into the Company in accordance with the General Corporation Law of the\nState of Delaware (\"Delaware Law\"), following the consummation of the Offer and\nupon the terms and subject to the conditions set forth herein;\n\n            WHEREAS, Parent, Purchaser and certain of the stockholders of the\nCompany set forth in Schedule I hereto (the \"Selling Stockholders\") have entered\ninto stockholder agreements, dated as of the date hereof (the \"Stockholder\nAgreement\"), providing that, among other things, such Selling Stockholders\nshall (i) tender their Shares into the Offer and (ii) vote their Shares in favor\nof the Merger and, if applicable, in each case on the terms and subject to the\nconditions set forth therein; and\n\n            WHEREAS, the Company and each of the officers of the Company set\nforth in Schedule II hereto (the \"Officers\") have entered into an amended and\nrestated employment agreement dated as of the date hereof and in the form of\nExhibit A hereto (the \"Amended Employment Agreements\").\n\n\n\n            NOW, THEREFORE, in consideration of the foregoing and the mutual\ncovenants and agreements herein contained, and intending to be legally bound\nhereby, Parent, Purchaser and the Company hereby agree as follows:\n\n                                    ARTICLE I\n                                   DEFINITIONS\n\n            SECTION 1.01. DEFINITIONS. (a) For purposes of this Agreement:\n\n            \"ACQUISITION PROPOSAL\" means (i) any proposal or offer from any\nperson other than Parent or Purchaser regarding any direct or indirect\nacquisition of (A) all or a substantial part of the assets of the Company or of\nany Subsidiary or (B) over 15% of any class of equity securities of the Company\nor of any Subsidiary; (ii) any tender offer or exchange offer, as defined\npursuant to the Exchange Act, that, if consummated, would result in any person\nbeneficially owning 15% or more of any class of equity securities of the Company\nor any Subsidiary; or (iii) any proposal or offer from any person other than\nParent or Purchaser regarding any merger, consolidation, business combination,\nsale of all or a substantial part of the assets, recapitalization, liquidation,\ndissolution or similar transaction involving the Company or any Subsidiary,\nother than the Transactions.\n\n            \"AFFILIATE\" of a specified person means a person who, directly or\nindirectly through one or more intermediaries, controls, is controlled by, or is\nunder common control with, such specified person.\n\n            \"BENEFICIAL OWNER\", with respect to any Shares, means a person who\nshall be deemed to be the beneficial owner of such Shares (i) which such person\nor any of its affiliates or associates (as such term is defined in Rule 12b-2\npromulgated under the Exchange Act) beneficially owns, directly or indirectly,\n(ii) which such person or any of its affiliates or associates has, directly or\nindirectly, (A) the right to acquire (whether such right is exercisable\nimmediately or subject to the passage of time or other conditions), pursuant to\nany agreement, arrangement or understanding or upon the exercise of conversion\nrights, exchange rights, warrants or options, or otherwise, or (B) the right to\nvote pursuant to any agreement, arrangement or understanding or (iii) which are\nbeneficially owned, directly or indirectly, by any other persons with whom such\nperson or any of its affiliates or associates or person with whom such person or\nany of its affiliates or associates has any agreement, arrangement or\nunderstanding for the purpose of acquiring, holding, voting or disposing of any\nShares.\n\n            \"BROADVIEW\" means Broadview International, LLC.\n\n\n                                       2\n\n\n            \"BUSINESS DAY\" means any day on which banks are not required or\nauthorized to close in the City of New York.\n\n            \"COMPANY INDEBTEDNESS\" shall mean all obligations and liabilities\ncreated, issued or incurred by the Company or any Subsidiary for borrowed money\n(excluding any trade payable incurred in the ordinary course of business and\nconsistent with past practice) or long-term debt, including without limitation,\nbank loans, mortgages, notes payable, purchase money installment debt, capital\nlease obligations, guarantees of indebtedness of others, loans from stockholders\nor other affiliates of the Company or any Subsidiary (excluding any expense\nreimbursement owed to employees of the Company as a result of travel and other\nactivities in the ordinary course of business and consistent with past\npractice), and all principal, interest, fees, prepayment penalties or amounts\ndue or owing with respect thereto.\n\n            \"CONTROL\" (including the terms \"controlled by\" and \"under common\ncontrol with\") means the possession, directly or indirectly, or as trustee or\nexecutor, of the power to direct or cause the direction of the management and\npolicies of a person, whether through the ownership of voting securities, as\ntrustee or executor, by contract or credit arrangement or otherwise.\n\n            \"ENVIRONMENTAL LAWS\" means any Laws relating to (i) releases or\nthreatened releases of Hazardous Substances or materials containing Hazardous\nSubstances; (ii) the manufacture, handling, transport, use, treatment, storage\nor disposal of Hazardous Substances or materials containing Hazardous\nSubstances; or (iii) pollution or protection of the environment, health, safety\nor natural resources.\n\n            \"HAZARDOUS SUBSTANCES\" means (i) those substances defined in or\nregulated under the following United States federal Laws and their state\ncounterparts, as each may be amended from time to time, and all regulations\nthereunder: the Hazardous Materials Transportation Act, the Resource\nConservation and Recovery Act, the Comprehensive Environmental Response,\nCompensation and Liability Act, the Clean Water Act, the Safe Drinking Water\nAct, the Atomic Energy Act, the Federal Insecticide, Fungicide, and Rodenticide\nAct and the Clean Air Act; (ii) petroleum and petroleum products, including\ncrude oil and any fractions thereof; (iii) natural gas, synthetic gas, and any\nmixtures thereof; (iv) polychlorinated biphenyls, asbestos or asbestos\ncontaining materials, lead and lead-based paint; (v) any other contaminant; and\n(vi) any substance, material or waste regulated by any Governmental Authority\npursuant to any Environmental Law.\n\n            \"INTELLECTUAL PROPERTY\" means (i) United States, non-United States,\nand international patents, patent applications and statutory invention\nregistrations, (ii) trademarks, service marks, trade dress, logos, trade names,\ncorporate names and other \n\n\n                                       3\n\n\nsource identifiers, and registrations and applications for registration thereof,\n(iii) copyrightable works, copyrights, and registrations and applications for\nregistration thereof, (iv) confidential and proprietary information, including\ntrade secrets, technical information and know-how, (v) Software, (vi) domain\nnames, URLs, world wide web pages, internet and intranet sites (including all\ncontent thereof), together with member or user lists and information associated\ntherewith, and (vii) customer lists, confidential marketing and customer\ninformation.\n\n            \"KNOWLEDGE OF THE COMPANY\" means the knowledge of any of the\nOfficers.\n\n            \"MATERIAL ADVERSE EFFECT\" means, when used in connection with the\nCompany or any Subsidiary, any event, circumstance, change or effect that is or\nis reasonably likely to be materially adverse to the business, prospects,\nfinancial condition or results of operations of the Company and the\nSubsidiaries, taken as a whole (it being understood, that (i) the Company's\nreceipt of notification from the Nasdaq - AMEX Market Group of the Company's\npending delisting from the Nasdaq National Market or the Company's actual\ndelisting from the Nasdaq National Market will not, in either case constitute a\nMaterial Adverse Effect, (ii) any adverse effect that is caused by conditions\naffecting the economy or securities markets generally shall not be taken into\naccount in determining whether there has been a Material Adverse Effect, (iii)\nany adverse effect that is caused by conditions affecting the primary industry\nin which the Company currently competes shall not be taken into account in\ndetermining whether there has been a Material Adverse Effect (provided that such\neffect does not affect the Company in a disproportionate manner), (iv) any\nadverse effect resulting from the Offer, the Merger or any of the Transactions\nor the announcement thereof and (v) any adverse effect to the extent\nattributable to the Action (as defined in Section 4.09) set forth as item 1 in\nSection 4.09 of the Disclosure Schedule, shall not be taken into account in\ndetermining whether there has been a Material Adverse Effect).\n\n            \"PERSON\" means an individual, corporation, partnership, limited\npartnership, limited liability company, syndicate, person (including, without\nlimitation, a \"person\" as defined in Section 13(d)(3) of the Exchange Act),\ntrust, association or entity or government, political subdivision, agency or\ninstrumentality of a government.\n\n            \"SOFTWARE\" means computer software, programs and databases in any\nform, including source code, object code, operating systems and specifications,\ndata, databases, database management code, utilities, graphical user interfaces,\nmenus, images, icons, forms, methods of processing, software engines, platforms,\nand data formats, all versions, updates, corrections, enhancements, and\nmodifications thereof, and all related documentation, developer notes, comments\nand annotations.\n\n\n                                       4\n\n\n            \"SUBSIDIARY\" OR \"SUBSIDIARIES\" of the Company means any affiliate\ncontrolled by the Company, directly or indirectly, through one or more\nintermediaries.\n\n            \"SUPERIOR PROPOSAL\" means any Acquisition Proposal not solicited,\ninitiated or encouraged in violation of Section 7.05(a) made by a third person\non terms which, the Board determines, in its good faith judgment, after having\nreceived the advice of Broadview or another financial advisor of nationally\nrecognized reputation after taking into account all of the terms and conditions\nof such Acquisition Proposal and the ability of the third person making such\nAcquisition Proposal to consummate it, that the proposed transaction would be\nmore favorable from a financial point of view to the stockholders of the Company\nthan the Offer and the Merger and the Transactions.\n\n            \"TAXES\" shall mean any and all taxes, fees, levies, duties, tariffs,\nimposts and other charges of any kind (together with any and all interest,\npenalties, additions to tax and additional amounts imposed with respect thereto)\nimposed by any Governmental Authority or taxing authority, including, without\nlimitation: taxes or other charges on or with respect to income, franchise,\nwindfall or other profits, gross receipts, property, sales, use, capital stock,\npayroll, employment, social security, workers' compensation, unemployment\ncompensation or net worth; taxes or other charges in the nature of excise,\nwithholding, ad valorem, stamp, transfer, value-added or gains taxes; license,\nregistration and documentation fees; and customers' duties, tariffs and similar\ncharges.\n\n            (b) The following terms have the meaning set forth in the Sections\nset forth below:\n\n      Defined Term                                        Location of Definition\n      ------------                                        ----------------------\n      Action                                              4.09\n      Agreement                                           Preamble\n      Amended Employment Agreements                       Recitals\n      Blue Sky Laws                                       4.05(b)\n      Board                                               Recitals\n      Certificate of Merger                               3.02\n      Certificates                                        3.10(b)\n      Code                                                4.10(a)\n      Company                                             Preamble\n      Company Licensed Intellectual Property              4.14(a)\n      Company Owned Intellectual Property                 4.14(a)\n      Company Preferred Stock                             4.03\n      Company Stock Option Plans                          3.07(a)\n      Confidentiality Agreement                           7.04(b)\n      Delaware Law                                        Recitals\n      Disclosure Schedule                                 Article IV\n\n\n                                       5\n\n\n      Defined Term                                        Location of Definition\n      ------------                                        ----------------------\n      Dissenting Shares                                   3.09(a)\n      Effective Time                                      3.02\n      Environmental Permits                               4.16\n      ERISA                                               4.10(a)\n      ESPP                                                3.07(b)\n      ESPP Date                                           3.07(b)\n      Exchange Act                                        2.01(a)\n      Fee                                                 9.03(a)\n      GAAP                                                4.07(b)\n      Governmental Authority                              4.05(b)\n      IRS                                                 4.10(a)\n      June 30 Financials                                  4.07(b)\n      Law                                                 4.05(a)\n      Liens                                               4.13(b)\n      Material Contracts                                  4.17(a)\n      Merger                                              Recitals\n      Merger Consideration                                2.01(a)\n      Minimum Condition                                   2.01(a)\n      Multiemployer Plan                                  4.10(b)\n      Multiple Employer Plan                              4.10(b)\n      Non-U.S. Benefit Plan                               4.10(h)\n      Number of Optioned Shares                           3.07(b)\n      Offer                                               Recitals\n      Offer Documents                                     2.01(b)\n      Offer to Purchase                                   2.01(b)\n      Officers                                            Recitals\n      Option                                              3.07(a)\n      Parent                                              Preamble\n      Paying Agent                                        3.10(a)\n      Payment Fund                                        3.10(a)\n      Permits                                             4.06\n      Permitted Investments                               3.10(a)\n      Permitted Liens                                     4.13(b)\n      Per Share Amount                                    Recitals\n      Plans                                               4.10(a)\n      Proxy Statement                                     4.12\n      Purchaser                                           Preamble\n      Schedule14D-9                                       2.02(b)\n      Schedule TO                                         2.01(b)\n      SEC                                                 2.01(a)\n      SEC Reports                                         4.07(a)\n      Securities Act                                      4.07(a)\n      Selling Stockholders                                Recitals\n\n\n                                       6\n\n\n\n      Defined Term                                        Location of Definition\n      ------------                                        ----------------------\n      Shares                                              Recitals\n      Standard Form Confidentiality Agreement             4.11(d)\n      Stockholder Agreement                               Recitals\n      Stockholders' Meeting                               7.01(a)\n      Surviving Corporation                               3.03\n      Transactions                                        2.02(a)\n      Warrants                                            4.03\n      2000 Balance Sheet                                  4.07(c)\n\n                                   ARTICLE II\n                                    THE OFFER\n\n            SECTION 2.01. THE OFFER. (a) Provided that none of the events set\nforth in paragraphs (d)(ii) and (h) of Annex A shall have occurred, Purchaser\nshall commence (within the meaning of Rule 14d-2 under the Securities Exchange\nAct of 1934, as amended (the \"Exchange Act\")) the Offer as promptly as\nreasonably practicable after the date hereof but in no event later than ten (10)\nBusiness Days after the public announcement (on the date hereof or the following\nBusiness Day) of the execution of this Agreement. The obligation of Purchaser to\naccept for payment Shares tendered pursuant to the Offer shall be subject only\nto (i) the condition (the \"Minimum Condition\") that at least the number of\nShares that shall constitute a majority of the then outstanding Shares on a\nfully diluted basis (including, without limitation, all Shares issuable upon the\nconversion of any convertible securities or upon the exercise of any options,\nwarrants or rights, but excluding Options and Warrants owned by the Selling\nStockholders) shall have been validly tendered and not withdrawn prior to the\nexpiration of the Offer and (ii) the satisfaction of each of the other\nconditions set forth in Annex A hereto. Purchaser expressly reserves the right\nto waive any such condition (other than the Minimum Condition), to increase the\nprice per Share payable in the Offer, and to make any other amendments or\nchanges in the terms and conditions of the Offer; provided, however, that no\namendment or change may be made which decreases the price per Share payable in\nthe Offer, which reduces the maximum number of Shares to be purchased in the\nOffer or which imposes conditions to the Offer in addition to those set forth in\nAnnex A hereto. Notwithstanding the foregoing, Purchaser may, without the\nconsent of the Company, (i) extend the Offer beyond the initial scheduled\nexpiration date, which shall be 20 Business Days following the commencement of\nthe Offer or any extended expiration date of the Offer, if, at the initial\nscheduled expiration of the Offer or any extended expiration date of the Offer,\nany of the conditions to Purchaser's obligation to accept for payment Shares,\nshall not be satisfied or waived until such time as such conditions are\nsatisfied or waived; provided that Purchaser shall only be permitted three (3)\nextensions of the Offer pursuant to this clause (i) for periods of up to five\n(5) Business Days for each such extension, it \n\n\n                                       7\n\n\nbeing understood that if the conditions to Purchaser's obligations to accept for\npayment Shares are satisfied or waived during an extension, no further\nextensions pursuant to this clause (i) shall be permitted or (ii) extend the\nOffer for any period required by any rule, regulation or interpretation of the\nSecurities and Exchange Commission (the \"SEC\"), or the staff thereof, applicable\nto the Offer. The Per Share Amount shall, subject to applicable withholding of\ntaxes, be net to the seller in cash, upon the terms and subject to the\nconditions of the Offer. Subject to the terms of the Offer and this Agreement\nand the satisfaction (or waiver to the extent permitted by this Agreement) of\nthe conditions to the Offer, Purchaser shall accept for payment all Shares\nvalidly tendered and not withdrawn pursuant to the Offer as soon as practicable\nafter the applicable expiration date of the Offer and Purchaser shall pay for\nall Shares validly tendered and not withdrawn promptly following the acceptance\nof Shares for payment pursuant to the Offer. Notwithstanding the immediately\npreceding sentence and subject to the applicable rules of the SEC and the terms\nand conditions of the Offer, Purchaser expressly reserves the right to delay\npayment for Shares in order to comply in whole or in part with applicable laws.\nAny such delay shall be effected in compliance with Rule 14e-1(c) under the\nExchange Act. If the payment equal to the Per Share Amount in cash (the \"Merger\nConsideration\") is to be made to a person other than the person in whose name\nthe surrendered certificate formerly evidencing Shares is registered on the\nstock transfer books of the Company, it shall be a condition of payment that the\ncertificate so surrendered shall be endorsed properly or otherwise be in proper\nform for transfer and that the person requesting such payment shall have paid\nall transfer and other taxes required by reason of the payment of the Merger\nConsideration to a person other than the registered holder of the certificate\nsurrendered, or shall have established to the satisfaction of Purchaser that\nsuch taxes either have been paid or are not applicable. Purchaser may, in its\nsole discretion, provide a \"subsequent offering period\" as contemplated by Rule\n14d-11 under the Exchange Act following acceptance for payment of Shares in the\nOffer. Parent shall provide or cause to be provided to Purchaser on a timely\nbasis the funds necessary to accept for payment, and pay for, any Shares that\nPurchaser becomes obligated to accept for payment and pay for, pursuant to the\nOffer.\n\n            (b) As promptly as reasonably practicable on the date of\ncommencement of the Offer, Parent and Purchaser shall (i) file with the SEC a\nTender Offer Statement on Schedule TO (together with all amendments and\nsupplements thereto, the \"Schedule TO\") with respect to the Offer which shall\ncontain or shall incorporate by reference an offer to purchase (the \"Offer to\nPurchase\") and forms of the related letter of transmittal and any related\nsummary advertisement (the Schedule TO, the Offer to Purchase and such other\ndocuments, together with all supplements and amendments thereto, being referred\nto herein collectively as the \"Offer Documents\"), (ii) deliver a copy of the\nSchedule TO to the Company at its principal executive office, (iii) give\ntelephonic notice and mail to the National Association of Securities Dealers,\nInc. (the \"NASD\") a copy of the Schedule TO in accordance with Rule 14d-3\npromulgated under the Exchange Act, and (iv) mail the Offer Documents to the\nholders of Shares. Parent, Purchaser and the Company agree to correct promptly\nany information provided by any of them for use in the Offer Documents that\nshall have become false or misleading, and \n\n\n                                       8\n\n\nParent and Purchaser further agree to take all steps necessary to cause the\nSchedule TO, as so corrected, to be filed with the SEC, and the other Offer\nDocuments, as so corrected, to be disseminated to holders of Shares, in each\ncase as and to the extent required by applicable federal securities laws. Parent\nand Purchaser shall give the Company and its counsel a reasonable opportunity to\nreview and comment on the Schedule TO prior to the filing thereof with the SEC\nor its dissemination to the Company's stockholders. Parent and Purchaser shall\nprovide the Company and its counsel with any comments, written or oral, Parent\nor Purchaser or their counsel may receive from the SEC or its staff with respect\nto the Offer Documents promptly after the receipt of such comments and any\nwritten responses thereto.\n\n            (c) In the event the Agreement has been terminated pursuant to\nSection 9.01, Purchaser will terminate the Offer (in accordance with all\napplicable laws) without accepting any Shares for payment.\n\n            SECTION 2.02. COMPANY ACTION. (a) The Company hereby approves of and\nconsents to the Offer and represents that (i) the Board, at a meeting duly\ncalled and held on August 6, 2001, has unanimously (A) determined that this\nAgreement and the transactions contemplated hereby, including each of the Offer\nand the Merger, and the transactions contemplated by the Stockholder Agreement\n(collectively, the \"Transactions\"), are fair to, and in the best interests of,\nthe holders of Shares, (B) approved, adopted and declared advisable this\nAgreement and the Transactions (such approval and adoption having been made in\naccordance with Delaware Law including, without limitation, Section 203 thereof\nand (C) resolved to recommend that the holders of Shares accept the Offer and\ntender their Shares pursuant to the Offer, and approve and adopt this Agreement,\nand (ii) Broadview has delivered to the Board a written opinion that the\nconsideration to be received by the holders of Shares pursuant to each of the\nOffer and the Merger is fair to the holders of Shares from a financial point of\nview. The Company hereby consents to the inclusion in the Offer Documents of the\nrecommendation of the Board described in the immediately preceding sentence, and\nthe Company shall not withhold, withdraw, amend, change or modify such\nrecommendation in any manner adverse to Purchaser or Parent except as provided\nin Section 7.05(b). The Company has been advised by the Selling Stockholders\nthat they intend to tender all Shares beneficially owned by them to Purchaser\npursuant to the Offer and to vote the Shares held by them in favor of the\napproval and adoption of this Agreement pursuant to their Stockholder\nAgreement.\n\n            (b) As promptly as reasonably practicable on the date of\ncommencement of the Offer, the Company shall file with the SEC a\nSolicitation\/Recommendation Statement on Schedule 14D-9 (together with all\namendments and supplements thereto, the \"Schedule 14D-9\") containing, except as\nprovided in Section 7.05(b), the recommendation of the Board described in\nSection 2.02(a), and shall disseminate the Schedule 14D-9 to the extent required\nby Rule 14d-9 promulgated under the Exchange Act, and any other applicable\nfederal securities laws. \n\n\n                                       9\n\n\nThe Company, Parent and Purchaser agree to correct promptly any information\nprovided by any of them for use in the Schedule 14D-9 which shall have become\nfalse or misleading, and the Company further agrees to take all steps necessary\nto cause the Schedule 14D-9, as so corrected, to be filed with the SEC and\ndisseminated to holders of Shares, in each case as and to the extent required by\napplicable federal securities laws. The Company shall give Parent and its\ncounsel a reasonable opportunity to review and comment on the Schedule 14D-9\nprior to filing thereof with the SEC or its dissemination to the Company's\nstockholders. The Company shall provide Parent, Purchaser and their counsel with\nany comments, written or oral, the Company or its counsel may receive from the\nSEC or its staff with respect to the Schedule 14D-9 promptly after the receipt\nof such comments and any written responses thereto.\n\n            (c) The Company shall promptly furnish or cause to be furnished to\nPurchaser mailing labels containing the names and addresses of all record\nholders of Shares and with security position listings of Shares held in stock\ndepositories, each as of a recent date, together with all other available\nlistings and computer files containing names, addresses and security position\nlistings of record holders and beneficial owners of Shares as Purchaser or its\nagents may request in disseminating the Offer Documents to the Company's\nstockholders. The Company shall promptly furnish or cause to be furnished to\nPurchaser such additional information, including, without limitation, updated\nlistings and computer files of stockholders, mailing labels and security\nposition listings, and such other assistance in disseminating the Offer\nDocuments to holders of Shares as Parent or Purchaser may reasonably request.\nSubject to the requirements of applicable law, and except for such steps as are\nnecessary to disseminate the Offer Documents and any other documents necessary\nto consummate the Offer or the Merger, Parent and Purchaser shall hold in\nconfidence the information contained in such labels, listings and files, shall\nuse such information only in connection with the Transactions, and, if this\nAgreement shall be terminated in accordance with Section 9.01, shall deliver or\ncause to be delivered to the Company all copies of such information then in\ntheir possession.\n\n                                   ARTICLE III\n                                   THE MERGER\n\n            SECTION 3.01. THE MERGER. Upon the terms and subject to the\nconditions set forth in Article VIII, and in accordance with Delaware Law, at\nthe Effective Time, Purchaser shall be merged with and into the Company.\n\n            SECTION 3.02. EFFECTIVE TIME; CLOSING. Subject to the terms and\nconditions of this Agreement as promptly as practicable after the satisfaction\nor, if permissible, waiver of the conditions set forth in Article VIII, the\nparties hereto shall cause the Merger to be consummated by filing a certificate\nof merger (the \"Certificate of Merger\") with the Secretary of State of the State\nof Delaware in such form as is required by, and executed in accordance with, the\nrelevant provisions of Delaware Law (the date \n\n\n                                       10\n\n\nand time of such filing being the \"Effective Time\"). Prior to such filing, a\nclosing shall be held at the offices of Torys, 237 Park Avenue, New York, New\nYork 10017, or such other place as the parties shall agree, for the purpose of\nconfirming the satisfaction or waiver, as the case may be, of the conditions set\nforth in Article VIII.\n\n            SECTION 3.03. EFFECT OF THE MERGER. As a result of the Merger, the\nseparate corporate existence of Purchaser shall cease and the Company shall\ncontinue as the surviving corporation of the Merger (the \"Surviving\nCorporation\"). At the Effective Time, the effect of the Merger shall be as\nprovided in the applicable provisions of Delaware Law. Without limiting the\ngenerality of the foregoing, and subject thereto, at the Effective Time, all the\nproperty, rights, privileges, powers and franchises of the Company and Purchaser\nshall vest in the Surviving Corporation, and all debts, liabilities,\nobligations, restrictions, disabilities and duties of the Company and Purchaser\nshall become the debts, liabilities, obligations, restrictions, disabilities and\nduties of the Surviving Corporation.\n\n            SECTION 3.04. CERTIFICATE OF INCORPORATION; BY-LAWS. (a) At the\nEffective Time, subject to Section 7.07(a), the Certificate of Incorporation of\nPurchaser, as in effect immediately prior to the Effective Time, shall be the\nCertificate of Incorporation of the Surviving Corporation until thereafter\namended as provided by law and such Certificate of Incorporation; provided,\nhowever, that, at the Effective Time, Article I of the Certificate of\nIncorporation of the Surviving Corporation shall be amended to read as follows:\n\"The name of the corporation is NewsEdge Corporation.\"\n\n            (b) Unless otherwise determined by Parent prior to the Effective\nTime, and subject to Section 7.07(a), the By-laws of Purchaser, as in effect\nimmediately prior to the Effective Time, shall be the By-laws of the Surviving\nCorporation until thereafter amended as provided by law, the Certificate of\nIncorporation of the Surviving Corporation and such By-laws.\n\n            SECTION 3.05. DIRECTORS AND OFFICERS. The directors of Purchaser\nimmediately prior to the Effective Time shall be the initial directors of the\nSurviving Corporation, each to hold office in accordance with the Certificate of\nIncorporation and By-laws of the Surviving Corporation, and the officers of\nPurchaser immediately prior to the Effective Time (which shall include the\nofficers of the Company immediately prior to the Effective Time) shall be the\ninitial officers of the Surviving Corporation, in each case until their\nrespective successors are duly elected or appointed and qualified or until their\nearlier death, resignation or removal.\n\n            SECTION 3.06. CONVERSION OF SECURITIES. At the Effective Time, by\nvirtue of the Merger and without any action on the part of Purchaser, the\nCompany or the holders of any of the following securities:\n\n\n                                       11\n\n\n            (a) Each Share issued and outstanding immediately prior to the\nEffective Time (other than any Shares to be canceled pursuant to Section 3.06(b)\nand any Dissenting Shares (as hereinafter defined)) shall be canceled and shall\nbe converted automatically into the right to receive an amount equal to the\nMerger Consideration payable, without interest, to the holder of such Share,\nupon surrender, in the manner provided in Section 3.10, of the certificate that\nformerly evidenced such Share (or in the case of a lost, stolen or destroyed\nCertificate, upon delivery of an affidavit (and bond, if required) in the manner\nprovided in Section 3.10(c));\n\n            (b) Each Share held in the treasury of the Company and each Share\nowned by Purchaser, Parent or any direct or indirect wholly owned subsidiary of\nParent or of the Company immediately prior to the Effective Time shall be\ncanceled without any conversion thereof and no payment or distribution shall be\nmade with respect thereto; and\n\n            (c) Each share of common stock, par value $0.01 per share, of\nPurchaser issued and outstanding immediately prior to the Effective Time shall\nbe converted into and exchanged for one validly issued, fully paid and\nnonassessable share of common stock, par value $0.01 per share, of the Surviving\nCorporation.\n\n            SECTION 3.07. EMPLOYEE STOCK OPTIONS; EMPLOYEE STOCK PURCHASE PLAN.\n(a) Effective as of the Effective Time, the Company shall (i) terminate the\nCompany's Amended and Restated 1989 Stock Option Plan, 1995 Stock Plan, 1995\nNon-Employee Director Stock Option Plan, 2000 Non-Officer and Non-Director Stock\nPlan and Individual, Inc.'s 1996 Non-Employee Director Stock Option Plan (the\n\"1996 Option Plan\"), each as amended through the date of this Agreement (the\n\"Company Stock Option Plans\"), and (ii) cancel, at the Effective Time, each\noutstanding option to purchase Shares granted under the Company Stock Option\nPlans (each, an \"Option\") that is outstanding and unexercised as of such date.\nEach holder of an Option that is outstanding and unexercised at the Effective\nTime shall be entitled, to the extent any such option is exercisable, to receive\nfrom the Surviving Corporation immediately after the Effective Time, in exchange\nfor the cancellation of such Option, an amount in cash equal to the excess, if\nany, of (x) the Per Share Amount over (y) the per share exercise price of such\nOption, multiplied by the number of Shares subject to such Option as of the\nEffective Time. From and after the date of this Agreement, the Company shall not\naccelerate or permit the acceleration of the vesting or exercisability of any\nOptions, other than with respect to certain Options that will vest upon the\nclosing of the Offer and solely to the extent expressly set forth in Section\n4.03 of the Disclosure Schedule. Any such payment shall be subject to all\napplicable federal, state and local tax withholding requirements.\n\n            (b) As of the last day of the payroll period immediately preceding\nthe Effective Time (the \"ESPP Date\"), all offering and purchase periods under\nway under the Company's Employee Stock Purchase Plan (the \"ESPP\"), shall be\nterminated and, as of the date of this Agreement, no new offering or purchase\nperiods shall be commenced. The Company shall take all necessary action,\nincluding providing all required notices to participants, to ensure that the\nrights of participants in the ESPP with respect to any such \n\n\n                                       12\n\n\noffering or purchase periods shall be determined by treating the ESPP Date as\nthe last day of such offering and purchase periods. The Company shall take all\nactions as may be necessary in order to freeze the rights of the participants in\nthe ESPP, effective as of the date of this Agreement, to existing participants\nand, to the extent permissible under the ESPP, existing participation levels. At\nthe ESPP Date, the Company shall terminate the ESPP and each participant's\nrights thereunder shall terminate in exchange for a cash payment equal to the\nexcess of (i) the Per Share Amount multiplied by the number of Shares that the\nparticipant's accumulated payroll deductions as of the ESPP Date could purchase,\nat the option price under the ESPP, determined with reference only to March 1,\n2001 and subject to the limitations set forth in the ESPP (the \"Number of\nOptioned Shares\"), over (ii) the result of multiplying the Number of Optioned\nShares by such option price, subject to any applicable federal, state and local\ntax withholding requirements.\n\n            SECTION 3.08. WARRANTS. At the Effective Time, the holder of each\nWarrant (each as defined in Section 4.03) shall be entitled to receive, and\nshall, upon surrender of such Warrant to Purchaser for cancellation, receive, in\nsettlement and cancellation thereof, an amount of cash, if any, equal to the\nexcess, if any, of (x) the Per Share Amount multiplied by the number of Shares\nissuable upon exercise of such Warrant if such Warrant were exercised\nimmediately prior to the Effective Time with respect to all Shares remaining to\nbe exercised thereunder over (y) the exercise price of each such Warrant with\nrespect to all Shares remaining to be exercised thereunder, which payment shall\nbe made to each such Warrant holder as soon as practicable after the Effective\nTime. The Company shall take all necessary action, including, without\nlimitation, providing notice to each holder of a Warrant, as required under and\nin accordance with the terms of such Warrant, to effect the disposition of the\nWarrants as contemplated by this Section 3.08 and the terms of such Warrant.\nUpon surrender of such Warrants by the holders thereof, any Warrant not\nsurrendered for cancellation as provided above shall survive the Merger and\nshall become a warrant to receive, upon payment of the exercise price provided\nfor therein, an amount of cash based on the Per Share Amount in accordance with\nthe merger adjustment provisions of each such Warrant.\n\n            SECTION 3.09. DISSENTING SHARES. (a) Notwithstanding any provision\nof this Agreement to the contrary, Shares that are outstanding immediately prior\nto the Effective Time and that are held by stockholders who shall have not voted\nin favor of the Merger and who shall have demanded properly in writing appraisal\nfor such Shares in accordance with Section 262 of Delaware Law (collectively,\nthe \"Dissenting Shares\") shall not be converted into, or represent the right to\nreceive, the Merger Consideration. Such stockholders shall be entitled to\nreceive payment of the appraised value of such Shares held by them in accordance\nwith the provisions of such Section 262, except that all Dissenting Shares held\nby stockholders who shall have failed to perfect or who effectively shall have\nwithdrawn or lost their rights to appraisal of such Shares under such Section\n262 shall thereupon be deemed to have been converted into, and to have become\nexchangeable for, as of the Effective Time, the right to receive the Merger\n\n\n                                       13\n\n\nConsideration, without any interest thereon, upon surrender, in the manner\nprovided in Section 3.10, of the certificate or certificates that formerly\nevidenced such Shares.\n\n            (b) The Company shall give Parent (i) prompt notice of any demands\nfor appraisal received by the Company, withdrawals of such demands, and any\nother instruments served pursuant to Delaware Law and received by the Company\nand (ii) the opportunity to direct all negotiations and proceedings with respect\nto demands for appraisal under Delaware Law. The Company shall not, except with\nthe prior written consent of Parent, make any payment with respect to any\ndemands for appraisal or offer to settle or settle any such demands.\n\n            SECTION 3.10. SURRENDER OF SHARES; STOCK TRANSFER BOOKS. (a) Prior\nto the Effective Time, Purchaser shall designate a bank or trust company to act\nas agent (the \"Paying Agent\") for the holders of Shares to receive the funds to\nwhich holders of Shares shall become entitled pursuant to Section 3.06(a).\nPurchaser shall deposit or shall cause to be deposited with the Paying Agent in\na separate fund established for the benefit of the holders of Shares, for\npayment in accordance with this Article III, through the Paying Agent (the\n\"Payment Fund\"), immediately available funds in amounts necessary to make the\npayments pursuant to Section 3.06(a) to holders of Shares (other than the\nCompany or any Subsidiary or Parent, Purchaser or any other subsidiary of\nParent, or holders of Dissenting Shares). The Paying Agent shall, pursuant to\nirrevocable instructions, pay the Merger Consideration out of the Payment Fund.\nThe Paying Agent shall invest portions of the Payment Fund as Parent directs in\nobligations of or guaranteed by the United States of America, in commercial\npaper obligations receiving the highest investment grade rating from both\nMoody's Investors Services, Inc. and Standard &amp; Poor's Corporation, or in\ncertificates of deposit, bank repurchase agreements or banker's acceptances of\ncommercial banks with capital exceeding $1,000,000,000 (collectively, \"Permitted\nInvestments\"); provided, however, that the maturities of Permitted Investments\nshall be such as to permit the Paying Agent to make prompt payment to former\nholders of the Shares entitled thereto as contemplated by this Section. All\nearnings on Permitted Investments shall be the sole and exclusive property of\nParent and no part of the earnings shall accrue to the benefit of holders of\nShares. If for any reason the Payment Fund is inadequate to pay the amounts to\nwhich holders of Shares shall be entitled, Parent and the Surviving Corporation\nshall in any event be liable for payment thereof. The Payment Fund shall not be\nused for any purpose except as expressly provided in this Agreement.\n\n            (b) Promptly after the Effective Time, the Surviving Corporation\nshall cause to be mailed to each person who was, at the Effective Time, a holder\nof record of Shares entitled to receive the Merger Consideration pursuant to\nSection 3.06(a) a form of letter of transmittal (which shall specify that\ndelivery shall be effected, and risk of loss and title to the certificates\nevidencing such Shares (the \"Certificates\") shall pass, only upon proper\ndelivery of the Certificates to the Paying Agent) and instructions for use in\neffecting the surrender of the Certificates pursuant to such letter of\ntransmittal. Upon \n\n\n                                       14\n\n\nsurrender to the Paying Agent of a Certificate, together with such letter of\ntransmittal, duly completed and validly executed in accordance with the\ninstructions thereto, and such other documents as may be required pursuant to\nsuch instructions, the holder of such Certificate shall be entitled to receive\nin exchange therefor the Merger Consideration for each Share formerly evidenced\nby such Certificate, and such Certificate shall then be canceled. No interest\nshall accrue or be paid on the Merger Consideration payable upon the surrender\nof any Certificate for the benefit of the holder of such Certificate. If the\npayment equal to the Merger Consideration is to be made to a person other than\nthe person in whose name the surrendered certificate formerly evidencing Shares\nis registered on the stock transfer books of the Company, it shall be a\ncondition of payment that the Certificate so surrendered shall be endorsed\nproperly or otherwise be in proper form for transfer and that the person\nrequesting such payment shall have paid all transfer and other taxes required by\nreason of the payment of the Merger Consideration to a person other than the\nregistered holder of the certificate surrendered, or shall have established to\nthe reasonable satisfaction of Purchaser that such taxes either have been paid\nor are not applicable.\n\n            (c) In the event that any Certificates shall have been lost, stolen\nor destroyed, the Paying Agent shall issue in exchange for such lost, stolen or\ndestroyed Certificates, upon the making of an affidavit of that fact by the\nholder thereof, the cash consideration payable with respect thereto pursuant to\nSection 3.06; provided, however, that Parent may, in its reasonable discretion\nand as a condition precedent to the issuance of such cash, require the owner of\nsuch lost, stolen or destroyed Certificates to deliver a bond in such sum as it\nmay reasonably direct as indemnity against any claim that may be made against\nParent, the Surviving Corporation or the Paying Agent with respect to the\nCertificates alleged to have been lost, stolen or destroyed.\n\n            (d) At any time following the 180th day after the Effective Time,\nPurchaser shall no longer be required to retain the Paying Agent and the\nSurviving Corporation shall be entitled to require the Paying Agent to deliver\nto it any funds which had been made available to the Paying Agent and not\ndisbursed to holders of Shares (including, without limitation, all interest and\nother income received by the Paying Agent in respect of all funds made available\nto it), and, thereafter, such holders shall be entitled to look to the Surviving\nCorporation (subject to abandoned property, escheat and other similar laws) only\nwith respect to any Merger Consideration that may be payable upon due surrender\nof the Certificates held by them. Notwithstanding the foregoing, neither the\nSurviving Corporation nor the Paying Agent shall be liable to any holder of a\nShare for any Merger Consideration delivered in respect of such Share to a\npublic official pursuant to any abandoned property, escheat or other similar\nlaw.\n\n            (e) At the close of business on the day of the Effective Time, the\nstock transfer books of the Company shall be closed and thereafter there shall\nbe no further registration of transfers of Shares on the records of the Company.\nFrom and after the Effective Time, the holders of Shares outstanding immediately\nprior to the Effective Time shall cease to have any rights with respect to such\nShares except as otherwise provided herein or by applicable law.\n\n\n                                       15\n\n\n                                   ARTICLE IV\n                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY\n\n            As an inducement to Parent and Purchaser to enter into this\nAgreement, the Company hereby represents and warrants to Parent and Purchaser\nthat, except as otherwise disclosed in the disclosure schedule delivered to\nParent simultaneously herewith (the \"Disclosure Schedule\"):\n\n            SECTION 4.01. ORGANIZATION AND QUALIFICATION; SUBSIDIARIES. (a) Each\nof the Company and each Subsidiary is a corporation duly organized, validly\nexisting and, to the extent applicable, in good standing under the laws of the\njurisdiction of its incorporation and has the requisite corporate power and\nauthority and all necessary governmental approvals to own, lease and operate its\nproperties and to carry on its business as it is now being conducted. The\nCompany and each Subsidiary is duly qualified or licensed as a foreign\ncorporation to do business, and is in good standing, in each jurisdiction where\nthe character of the properties owned, leased or operated by it or the nature of\nits business makes such qualification or licensing necessary except where the\nfailure to be so qualified or licensed would not, individually or in the\naggregate, prevent or materially delay consummation of the Offer or have a\nMaterial Adverse Effect.\n\n            (b) A true and complete list of all the Subsidiaries, together with\nthe jurisdiction of incorporation of each Subsidiary and the percentage of the\noutstanding capital stock of each Subsidiary owned by the Company and each other\nSubsidiary, is set forth in Section 4.01(b) of the Disclosure Schedule. Except\nas disclosed in Section 4.01(b) of the Disclosure Schedule, the Company does not\ndirectly or indirectly own any equity or similar interest in, or any interest\nconvertible into or exchangeable or exercisable for any equity or similar\ninterest in, any corporation, partnership, joint venture or other business\nassociation or entity.\n\n            SECTION 4.02. CERTIFICATE OF INCORPORATION AND BY-LAWS. The Company\nhas heretofore furnished to Parent a complete and correct copy of the Second\nAmended and Restated Certificate of Incorporation (the \"Certificate of\nIncorporation\") and the By-laws or equivalent organizational documents, each as\namended to date, of the Company and each Subsidiary. Such Certificate of\nIncorporation, By-laws or equivalent organizational documents are in full force\nand effect. Neither the Company nor any Subsidiary is in violation of any of the\nprovisions of its Certificate of Incorporation, By-laws or equivalent\norganizational documents.\n\n            SECTION 4.03. CAPITALIZATION. The authorized capital stock of the\nCompany consists of 35,000,000 Shares and 1,000,000 shares of preferred stock,\n$0.01 value (\"Company Preferred Stock\"). As of the date hereof, (a) 18,621,403\nShares are issued and outstanding, all of which are validly issued, fully paid\nand nonassessable, (b) \n\n\n                                       16\n\n\n432,000 Shares are held in the treasury of the Company, (c) no Shares are held\nby any Subsidiary, (d) 3,841,026 Shares are reserved for future issuance\npursuant to outstanding employee stock options or stock incentive rights granted\npursuant to the Company Stock Option Plans and (e) rights to purchase 19,579\nShares are outstanding pursuant to the ESPP. As of the date hereof, no shares of\nCompany Preferred Stock are issued and outstanding. Except as set forth in\nSection 4.03 of the Disclosure Schedule and except (a) for the Stockholder\nAgreement and (b) the warrants to purchase 801,497 Shares (the \"Warrants\") and\n(c) the rights to purchase 19,579 Shares pursuant to the ESPP, there are no\noptions, warrants or other rights, agreements, arrangements or commitments of\nany character relating to the issued or unissued capital stock of the Company or\nany Subsidiary or obligating the Company or any Subsidiary to issue or sell any\nshares of capital stock of, or other equity interests in, the Company or any\nSubsidiary. Section 4.03 of the Disclosure Schedule accurately sets forth\ninformation regarding the holder, the exercise price, the grant date and the\nnumber of underlying Shares issuable in respect of each Warrant and Option, and\nin respect of each right to purchase Shares pursuant to the ESPP (through the\nend of the ESPP's current offer period ending August 31, 2001) and the number of\nunderlying Shares issuable pursuant to vested Options as of the date hereof. All\nShares subject to issuance as aforesaid, upon issuance on the terms and\nconditions specified in the instruments pursuant to which they are issuable,\nwill be duly authorized, validly issued, fully paid and nonassessable. No holder\nof any Warrant shall be entitled to receive any securities of any kind or other\nproperty, other than cash, if any, as, and to the extent, provided in Section\n3.08 hereof. Section 4.03 of the Disclosure Schedule sets forth the number of\nunvested or unexercisable Options that will accelerate upon the closing of the\nOffer and the number of Shares issuable upon exercise thereof. Except with\nrespect to the Options referred to in the immediately preceding sentence, no\nunvested or unexercisable Options will be vested or exercisable after the date\nhereof except for Options that vest after the date hereof monthly pursuant to\ntheir existing terms and which are exercisable for (x) no more than 137,599\nShares in the aggregate through December 31, 2001 and (y) no more than 38,433\nShares in the aggregate through December 31, 2001 with respect to Options with\nan exercise price that is less than the Per Share Price. There are no Options\noutstanding under the 1996 Option Plan other than Options exercisable for 5,000\nShares held by one of the Selling Stockholders. The total number of Shares\nissuable pursuant to the exercise of all Options and Warrants held by all\nSelling Stockholders is 1,797,665. There are no outstanding contractual\nobligations of the Company or any Subsidiary to repurchase, redeem or otherwise\nacquire any Shares or any other capital stock or other securities of the Company\nor any Subsidiary or to provide funds to, or make any investment (in the form of\na loan, capital contribution or otherwise) in, any Subsidiary or any other\nperson. Each outstanding share of capital stock of each Subsidiary is duly\nauthorized, validly issued, fully paid and nonassessable, and each such share is\nowned by the Company or another Subsidiary free and clear of all security\ninterests, liens, claims, pledges, options, rights of first refusal, agreements,\nlimitations on the Company's or any Subsidiary's voting rights, charges and\nother encumbrances of any nature whatsoever.\n\n\n                                       17\n\n\n            SECTION 4.04. AUTHORITY RELATIVE TO THIS AGREEMENT. The Company has\nall necessary power and authority to execute and deliver this Agreement, to\nperform its obligations hereunder and, subject in the case of the Merger, to\nobtaining approval of the stockholders of the Company, if required, to\nconsummate the Transactions. The execution and delivery of this Agreement by the\nCompany and the consummation by the Company of the Transactions have been duly\nand validly authorized by all necessary corporate action, and no other corporate\nproceedings on the part of the Company are necessary to authorize this Agreement\nor to consummate the Transactions (other than, with respect to the Merger, the\napproval and adoption of this Agreement by the holders of a majority of the\nthen-outstanding Shares, if and to the extent required by applicable law, and\nthe filing and recordation of appropriate merger documents as required by\nDelaware Law). This Agreement has been duly executed and delivered by the\nCompany and, assuming the due authorization, execution and delivery by Parent\nand Purchaser, constitutes a legal, valid and binding obligation of the Company,\nenforceable against the Company in accordance with its terms, subject to\napplicable bankruptcy, insolvency, moratorium or similar laws relating to\ncreditors' rights and general principles of equity. The Board has approved this\nAgreement and the Transactions and such approvals are sufficient so that the\nrestrictions on business combinations set forth in Section 203(a) of Delaware\nLaw shall not apply to the Transactions.\n\n            SECTION 4.05. NO CONFLICT; REQUIRED FILINGS AND CONSENTS. (a) The\nexecution and delivery of this Agreement by the Company do not, and the\nperformance of this Agreement by the Company will not, (i) conflict with or\nviolate the Certificate of Incorporation or By-laws of the Company or equivalent\norganizational documents of any Subsidiary, (ii) subject to obtaining approval\nof the Company's stockholders described in Section 4.04 with respect to this\nAgreement and compliance with the requirements described in 4.05(b) below,\nconflict with or violate any United States or non-United States statute, law,\nordinance, regulation, rule, code, common law standard or obligation, executive\norder, governmental directive, injunction, judgment, decree or other order\n(\"Law\") applicable to the Company or any Subsidiary or by which any property or\nasset of the Company or any Subsidiary is bound or affected, or (iii) except as\nset forth in Section 4.05(a)(iii) of the Disclosure Schedule, result in any\nbreach of or constitute a default (or an event which, with notice or lapse of\ntime or both, would become a default) under, or give to others any right of\ntermination, amendment, acceleration or cancellation of, or result in the\ncreation of a lien or other encumbrance on any property or asset of the Company\nor any Subsidiary pursuant to, any note, bond, mortgage, indenture, contract,\nagreement, lease, license, permit, franchise or other instrument or obligation\nto which the Company or any Subsidiary is a party or by which the Company or any\nSubsidiary or any property or asset of the Company or any Subsidiary is bound or\naffected, except, with respect to clauses (ii) and (iii), for any such\nconflicts, violations, breaches, defaults or other occurrences which would not,\nindividually or in the aggregate, prevent or materially delay consummation of\nthe Offer or the Merger and would not have a Material Adverse Effect.\n\n\n                                       18\n\n\n            (b) The execution and delivery of this Agreement by the Company do\nnot, and the performance of this Agreement by the Company will not, require any\nconsent, approval, authorization or permit of, or filing with or notification\nto, any United States federal, state, county or local or non-United States\ngovernment, governmental, regulatory or administrative authority, agency,\ninstrumentality or commission or any court, tribunal, or judicial or arbitral\nbody (a \"Governmental Authority\"), except (i) for applicable requirements, if\nany, of the Exchange Act, state securities or \"blue sky\" laws (\"Blue Sky Laws\"),\nand filing and recordation of appropriate merger documents as required by\nDelaware Law, and (ii) where the failure to obtain such consents, approvals,\nauthorizations or permits, or to make such filings or notifications,\nindividually or in the aggregate, would not prevent or materially delay\nconsummation of the Offer or the Merger and would not have a Material Adverse\nEffect.\n\n            SECTION 4.06. PERMITS; COMPLIANCE. Each of the Company and the\nSubsidiaries is in possession of all registrations, franchises, grants,\nauthorizations, licenses, permits, easements, variances, exceptions, consents,\ncertificates, approvals and orders of any Governmental Authority necessary for\neach of the Company or the Subsidiaries to own, lease and operate its properties\nor to carry on its business as it is now being conducted (the \"Permits\"), except\nwhere the failure to have, or the suspension or cancellation of, any of the\nPermits, individually or in the aggregate, would not prevent or materially delay\nconsummation of the Offer or the Merger and would not have a Material Adverse\nEffect. As of the date hereof, no suspension or cancellation of any of the\nPermits is pending or, to the knowledge of the Company, threatened, except where\nthe failure to have, or the suspension or cancellation of, any of the Permits,\nindividually or in the aggregate, would not prevent or materially delay\nconsummation of the Offer or the Merger and would not have a Material Adverse\nEffect. Neither the Company nor any Subsidiary is in conflict with, or in\ndefault, breach or violation of, (a) any Law applicable to the Company or any\nSubsidiary or by which any property or asset of the Company or any Subsidiary is\nbound or affected, or (b) any note, bond, mortgage, indenture, contract,\nagreement, lease, license, Permit, franchise or other instrument or obligation\nto which the Company or any Subsidiary is a party or by which the Company or any\nSubsidiary or any property or asset of the Company or any Subsidiary is bound,\nexcept for any such conflicts, defaults, breaches or violations, individually or\nin the aggregate, that would not prevent or materially delay consummation of the\nOffer or the Merger and would not have a Material Adverse Effect.\n\n            SECTION 4.07. SEC FILINGS; FINANCIAL STATEMENTS. (a) The Company has\nfiled all forms, reports and documents required to be filed by it with the SEC\nsince January 1, 1998 and has heretofore delivered or made available to Parent,\nin the form filed with the SEC, (i) its Annual Reports on Form 10-K for the\nfiscal years ended December 31, 1998, 1999 and 2000, respectively, (ii) its\nQuarterly Reports on Form 10-Q for the periods ended December 31, 2000 and March\n31, 2001, (iii) all proxy statements relating to the Company's meetings of\nstockholders (whether annual or special) held since April 30, 1998 and (iv) all\nother forms including reports on Form 8-K and other registration statements\n(other than Quarterly Reports on Form 10-Q not referred to in \n\n\n                                       19\n\n\nclause (ii) above) filed by the Company with the SEC since January 1, 2000 (the\nforms, reports and other documents referred to in clauses (i), (ii), (iii) and\n(iv) above being, collectively, the \"SEC Reports\"). The SEC Reports (i) were\nprepared in accordance with either the requirements of the Securities Act of\n1933, as amended (together with the rules and regulations promulgated\nthereunder, the \"Securities Act\"), or the Exchange Act, as the case may be, and\nthe rules and regulations promulgated thereunder, and (ii) did not, at the time\nthey were filed, or, if amended, as of the date of such amendment, contain any\nuntrue statement of a material fact or omit to state a material fact required to\nbe stated therein or necessary in order to make the statements made therein, in\nthe light of the circumstances under which they were made, not misleading. No\nSubsidiary is required to file any form, report or other document with the SEC.\n\n            (b) The Company has furnished to Parent the unaudited consolidated\nbalance sheet, the unaudited consolidated statement of operations and the\nunaudited consolidated statement of cash flows of the Company and the\nSubsidiaries as at June 30, 2001 and for the 6-month period then ended (the\n\"June 30 Financials\"). Each of the consolidated financial statements (including,\nin each case, any notes thereto) contained in the SEC Reports and the June 30\nFinancials was prepared in accordance with United States generally accepted\naccounting principles (\"GAAP\") applied on a consistent basis throughout the\nperiods indicated (except as may be indicated in the notes thereto), and each\nfairly presents, in all material respects, the consolidated financial position,\nresults of operations and cash flows of the Company and its consolidated\nSubsidiaries as at the respective dates thereof and for the respective periods\nindicated therein (subject, in the case of unaudited statements, to normal and\nrecurring year-end adjustments which would not, individually or in the\naggregate, have had, and would not have, a Material Adverse Effect).\n\n            (c) Except as and to the extent set forth on the consolidated\nbalance sheet of the Company and its consolidated Subsidiaries as at December\n31, 2000, including the notes thereto (the \"2000 Balance Sheet\"), neither the\nCompany nor any Subsidiary has any liability or obligation of any nature\n(whether accrued, absolute, contingent or otherwise), except for liabilities and\nobligations, incurred in the ordinary course of business and consistent with\npast practice since December 31, 2000, which would not, individually or in the\naggregate, prevent or materially delay consummation of the Offer or the Merger\nand would not, individually or in the aggregate, have a Material Adverse Effect.\n\n            (d) The Company has no Company Indebtedness.\n\n            (e) The Company has heretofore furnished to Parent complete and\ncorrect copies of all amendments and modifications that have not been filed by\nthe Company with the SEC to all agreements, documents and other instruments that\npreviously had been filed by the Company with the SEC and are currently in\neffect.\n\n\n                                       20\n\n\n            SECTION 4.08. ABSENCE OF CERTAIN CHANGES OR EVENTS. Since March 31,\n2001, except as set forth in Section 4.08 of the Disclosure Schedule, or as\nexpressly contemplated by this Agreement, (a) the Company and the Subsidiaries\nhave conducted their businesses only in the ordinary course and in a manner\nconsistent with past practice, (b) there has not been any Material Adverse\nEffect, and (c) neither of the Company nor any Subsidiary has taken any action\nthat, if taken after the date of this Agreement, would constitute a breach of\nany of the covenants set forth in Section 6.01.\n\n            SECTION 4.09. ABSENCE OF LITIGATION. Except as set forth in Section\n4.09 of the Disclosure Schedule, there is no litigation, suit, claim, action,\nproceeding or investigation (an \"Action\") pending or, to the knowledge of the\nCompany, threatened against the Company or any Subsidiary, or any property or\nasset of the Company or any Subsidiary, before any Governmental Authority.\nNeither the Company nor any Subsidiary nor any property or asset of the Company\nor any Subsidiary is subject to any continuing order, writ, judgement,\ninjunction, consent decree, determination or award of, settlement agreement or\nsimilar written agreement with, or, to the knowledge of the Company, continuing\ninvestigation by, any Governmental Authority.\n\n            SECTION 4.10. EMPLOYEE BENEFIT PLANS. (a) Section 4.10(a) of the\nDisclosure Schedule lists (i) all employee benefit plans (as defined in Section\n3(3) of the Employee Retirement Income Security Act of 1974, as amended\n(\"ERISA\")) and all bonus, stock option, stock purchase, restricted stock,\nincentive, deferred compensation, retiree medical or life insurance,\nsupplemental retirement, severance or other benefit plans, programs or\narrangements, and all employment, termination, severance or other contracts or\nagreements, to which the Company or any Subsidiary is a party, with respect to\nwhich the Company or any Subsidiary has any obligation or which are maintained,\ncontributed to or sponsored by the Company or any Subsidiary for the benefit of\nany current or former employee, officer or director of the Company or any\nSubsidiary, (ii) each employee benefit plan for which the Company or any\nSubsidiary could incur liability under Section 4069 of ERISA in the event such\nplan has been terminated, (iii) any plan in respect of which the Company or any\nSubsidiary could incur liability under Section 4212(c) of ERISA, and (iv) any\ncontracts or arrangements between the Company or any Subsidiary and any employee\nof the Company or any Subsidiary including, without limitation, any contracts or\narrangements relating to a sale of the Company or any Subsidiary (collectively,\nthe \"Plans\"). The Company has furnished or made available to Purchaser a true\nand complete copy of each Plan which is in writing or a written summary of the\nmaterial terms (including participants) of any Plan not in writing, and (i) each\ntrust or other funding arrangement, (ii) the most recent plan description, (iii)\nthe most recently filed Internal Revenue Service (\"IRS\") Form 5500, (iv) the\nmost recently received IRS determination letter for each such Plan, and (v) the\nmost recently prepared actuarial report and financial statement in connection\nwith each such Plan. Neither the Company nor any Subsidiary has any commitment,\n(i) to create, incur liability with respect to or cause to exist any other\nemployee benefit plan, program or arrangement, (ii) to enter into any contract\nor agreement to provide compensation or benefits to any individual, or (iii) to\nmodify, change or terminate any Plan, other than with respect to a \n\n\n                                       21\n\n\nmodification, change or termination required by this Agreement, ERISA or the\nInternal Revenue Code of 1986, as amended (the \"Code\") or a modification or\nchange that would not materially increase the cost of maintaining such Plan.\n\n            (b) None of the Plans is a multiemployer plan (within the meaning of\nSection 3(37) or 4001(a)(3) of ERISA) (a \"Multiemployer Plan\") or a single\nemployer pension plan (within the meaning of Section 4001(a)(15) of ERISA) for\nwhich the Company or any Subsidiary could incur liability under Section 4063 or\n4064 of ERISA (a \"Multiple Employer Plan\"). Except as set forth in Section\n4.10(b) of the Disclosure Schedule, none of the Plans (i) provides for the\npayment of separation, severance, termination or similar-type benefits to any\nperson, (ii) obligates the Company or any Subsidiary to pay separation,\nseverance, termination or similar-type benefits solely or partially as a result\nof any transaction contemplated by this Agreement, or (iii) obligates the\nCompany or any Subsidiary to make any payment or provide any benefit as a result\nof a \"change in control\", within the meaning of such term under Section 280G of\nthe Code. None of the Plans provides for or promises retiree medical, disability\nor life insurance benefits to any current or former employee, officer or\ndirector of the Company or any Subsidiary. Each of the Plans, other than\nNon-U.S. Benefit Plans (defined below), is subject only to the Laws of the\nUnited States or a political subdivision thereof.\n\n            (c) Each Plan is now and has always been operated in all material\nrespects in accordance with its terms and the requirements of all applicable\nLaws including, without limitation, ERISA and the Code. The Company and the\nSubsidiaries have performed all material obligations required to be performed by\nthem under, are not in any respect in default under or in violation of, and have\nno knowledge of any default or violation by any party to, any Plan. No Action is\npending or, to the knowledge of the Company, threatened with respect to any Plan\n(other than claims for benefits in the ordinary course) and, to the knowledge of\nthe Company, no fact or event exists that could give rise to any such Action.\n\n            (d) Each Plan that is intended to be qualified under Section 401(a)\nof the Code or Section 401(k) of the Code has received a favorable determination\nletter from the IRS that the Plan is so qualified and each trust established in\nconnection with any Plan which is intended to be exempt from federal income\ntaxation under Section 501(a) of the Code is so exempt, and no fact or event has\noccurred since the date of such determination letter from the IRS to adversely\naffect the qualified status of any such Plan.\n\n            (e) There has not been any prohibited transaction (within the\nmeaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any\nPlan which could subject the Company or any Subsidiary to any material\nliability. Neither the Company nor any Subsidiary has incurred any material\nliability under, arising out of or by operation of Title IV of ERISA (other than\nliability for premiums to the Pension Benefit Guaranty Corporation arising in\nthe ordinary course), including, without \n\n\n                                       22\n\n\nlimitation, any liability in connection with (i) the termination or\nreorganization of any employee benefit plan subject to Title IV of ERISA, or\n(ii) the withdrawal from any Multiemployer Plan or Multiple Employer Plan, and\nno fact or event exists which could give rise to any such liability.\n\n            (f) All contributions, premiums or payments required to be made with\nrespect to any Plan have been made on or before their due dates. All such\ncontributions have been fully deducted for federal income tax purposes.\n\n            (g) Any amount or economic benefit that could be received (whether\nin cash or property or the vesting of property) by any current or former\ndirector, officer, employee or consultant of the Company or any Subsidiary who\nis a \"disqualified individual\" (as such term is defined in proposed Treasury\nRegulation Section 1.280G-1) under any Plan, employment agreement or otherwise\nas a result of the execution and delivery of this Agreement by the Company or\nthe consummation of the Merger or any other transaction contemplated by this\nAgreement (including as a result of termination of employment on or following\nthe Effective Time) would not be characterized as an \"excess parachute payment\"\n(as defined in Section 280G(b)(1) of the Code).\n\n            (h) In addition to the foregoing, with respect to each Plan that is\nnot subject to United States law (a \"Non-U.S. Benefit Plan\"):\n\n            (i)   all employer and employee contributions to each Non-U.S.\n                  Benefit Plan required by law or by the terms of such Non-U.S.\n                  Benefit Plan have been made, or, if applicable, accrued in\n                  accordance with normal accounting practices, and a pro rata\n                  contribution for the period prior to and including the date of\n                  this Agreement has been made or accrued;\n\n            (ii)  no such Non-U.S. Benefit Plan is a defined benefit plan or\n                  provides for or promises retiree medical, disability or life\n                  insurance benefits to any current or former employee, officer\n                  or director of the Company or any Subsidiary; and\n\n            (iii) each Non-U.S. Benefit Plan required to be registered has been\n                  registered and has been maintained in good standing with\n                  applicable regulatory authorities and is approved by any\n                  applicable taxation authorities to the extent such approval is\n                  required. Each Non-U.S. Benefit Plan is now and always has\n                  been operated in full \n\n\n                                       23\n\n\n                  compliance with all applicable non-United States laws and\n                  regulations.\n\n            SECTION 4.11. LABOR AND EMPLOYMENT MATTERS. (a) There are no claims\npending or, to the knowledge of the Company, threatened between the Company or\nany Subsidiary and any of their respective employees, which claims, individually\nor in the aggregate, would prevent or materially delay consummation of the Offer\nor the Merger or would have a Material Adverse Effect. Neither the Company nor\nany Subsidiary is a party to any collective bargaining agreement, work council\nagreement, work force agreement or other labor union contract applicable to\npersons employed by the Company or any Subsidiary, nor, to the knowledge of the\nCompany, are there any activities or proceedings of any labor union to organize\nany such employees. There are no unfair labor practice complaints pending\nagainst the Company or any Subsidiary before the National Labor Relations Board,\nany other court or tribunal or any current union representation questions\ninvolving employees of the Company or any Subsidiary and there is no strike,\nslowdown, work stoppage or lockout, or, to the knowledge of the Company, threat\nthereof, by or with respect to any employees of the Company or any Subsidiary.\n\n            (b) The Company and the Subsidiaries are in compliance in all\nmaterial respects with all applicable Laws relating to employment and employment\npractices, including those related to wages, hours, collective bargaining and\nthe payment and withholding of taxes and other sums as required by the\nappropriate Governmental Authority and has withheld and paid to the appropriate\nGovernmental Authority or are holding for payment not yet due to such\nGovernmental Authority all amounts required to be withheld from employees of the\nCompany or any Subsidiary and are not liable for any arrears of wages, taxes,\npenalties or other sums for failure to comply with any of the foregoing. The\nCompany and the Subsidiaries have paid in full to all employees or adequately\naccrued in accordance with GAAP, all wages, salaries, commissions, bonuses,\nbenefits and other compensation due to or on behalf of such employees and there\nis no claim with respect to payment of wages, salary or overtime pay that has\nbeen asserted or is now pending or threatened before any Governmental Authority\nwith respect to any persons currently or formerly employed by the Company or any\nSubsidiary. Neither the Company nor any Subsidiary is a party to, or otherwise\nbound by, any consent decree with, or citation by, any Governmental Authority\nrelating to employees or employment practices. There is no charge or proceeding\nwith respect to a violation of any occupational safety or health standards that\nhas been asserted or is now pending or threatened with respect to the Company.\nExcept for item 3 set forth in Section 4.09 of the Disclosure Schedule, there is\nno charge of discrimination in employment or employment practices, for any\nreason, including, without limitation, age, gender, race, religion or other\nlegally protected category, which has been asserted or is now pending or\nthreatened before the United States Equal Employment Opportunity Commission, or\nany other Governmental Authority in any jurisdiction in which the Company or any\nSubsidiary have employed or employ any person.\n\n\n                                       24\n\n\n            (c) Except as set forth in Section 4.11(c) of the Disclosure\nSchedule, (i) all subsisting contracts of employment to which the Company or any\nSubsidiary is a party are terminable by the Company or any Subsidiary on three\nmonths' notice or less without compensation (other than in accordance with\napplicable legislation); (ii) there are no customs, established practices or\ndiscretionary arrangements of the Company or any Subsidiary in relation to the\ntermination of employment of any of its employees (whether voluntary or\ninvoluntary); and (iii) neither the Company nor any Subsidiary has any\noutstanding liability to pay compensation for loss of office or employment to\nany present or former employee or to make any payment for breach of any\nagreement listed in Section 4.10(a) of the Disclosure Schedule.\n\n            (d) All officers, management employees, and technical and\nprofessional employees of the Company and the Subsidiaries have entered into the\nstandard form confidentiality agreement of the Company (the \"Standard Form\nConfidentiality Agreement\") which has been delivered to Parent and provides,\namong other matters, that they maintain in confidence all confidential or\nproprietary information acquired by them in the course of their employment and\nto assign to the Company and the Subsidiaries all inventions made by them within\nthe scope of their employment during such employment and for a reasonable period\nthereafter.\n\n            (e) Section 4.11(e) of the Disclosure Schedule lists the name, the\nplace of employment, the current annual salary rates (including descriptions of\nany raises in the preceding three months), bonuses, deferred or contingent\ncompensation (in cash or otherwise) in the current fiscal year and the date of\nemployment of each current salaried employee, officer, director, consultant or\nagent of the Company and each Subsidiary.\n\n            SECTION 4.12. OFFER DOCUMENTS; SCHEDULE 14D-9; PROXY STATEMENT.\nNeither the Schedule 14D-9 nor any information supplied by the Company for\ninclusion in the Offer Documents shall, at the times the Schedule 14D-9, the\nOffer Documents or any amendments or supplements thereto are filed with the SEC\nor are first published, sent or given to stockholders of the Company, as the\ncase may be, contain any untrue statement of a material fact or omit to state\nany material fact required to be stated therein or necessary to make the\nstatements therein, in the light of the circumstances under which they were\nmade, not misleading. Neither the proxy statement to be sent to the stockholders\nof the Company in connection with the Stockholders' Meeting (as hereinafter\ndefined), if applicable, or the information statement to be sent to such\nstockholders, as appropriate (such proxy statement or information statement, as\namended or supplemented, being referred to herein as the \"Proxy Statement\"),\nshall, at the date the Proxy Statement (or any amendment or supplement thereto)\nis first mailed to stockholders of the Company, at the time of the Stockholders'\nMeeting and at the Effective Time, contain any statement which, at the time and\nin light of the circumstances under which it was made, is false or misleading\nwith respect to any material fact, or which omits to state any material fact\nnecessary in order to make the statements therein not false or misleading or\nnecessary to correct any statement in any earlier \n\n\n                                       25\n\n\ncommunication with respect to the solicitation of proxies for the Stockholders'\nMeeting which shall have become false or misleading. The Schedule 14D-9 and the\nProxy Statement shall comply in all material respects as to form with the\nrequirements of the Exchange Act and the rules and regulations thereunder.\n\n            SECTION 4.13. PROPERTY AND LEASES. (a) The Company and the\nSubsidiaries have sufficient title to all their properties and assets to conduct\ntheir respective businesses as currently conducted or as contemplated to be\nconducted, with only such exceptions as would not, individually or in the\naggregate, have a Material Adverse Effect.\n\n            (b) Neither the Company nor any Subsidiary owns any real property.\nEach parcel of real property leased by the Company or any Subsidiary (i) is\nleased free and clear of all mortgages, pledges, liens, security interests,\nconditional and installment sale agreements, encumbrances, charges or other\nclaims of third parties of any kind against the Company or any Subsidiary,\nincluding, without limitation, any easement, right of way or other encumbrance\nto title, or any option, right of first refusal, or right of first offer\napplicable to the Company or any Subsidiary (collectively, \"Liens\"), other than\n(A) Liens for current taxes and assessments not yet past due, (B) inchoate\nmechanics' and materialmen's Liens for construction in progress, (C) workmen's,\nrepairmen's, warehousemen's and carriers' Liens arising in the ordinary course\nof business of the Company or such Subsidiary consistent with past practice, and\n(D) all matters of record, Liens and other imperfections of title and\nencumbrances that, individually or in the aggregate, would not have a Material\nAdverse Effect (collectively, \"Permitted Liens\"), and (ii) is neither subject to\nany governmental decree or order to be sold nor is being condemned, expropriated\nor otherwise taken by any public authority with or without payment of\ncompensation therefor, nor, to the knowledge of the Company, has any such\ncondemnation, expropriation or taking been proposed.\n\n            (c) All leases of real property leased for the use or benefit of the\nCompany or any Subsidiary to which the Company or any Subsidiary is a party, and\nall amendments and modifications thereto, are in full force and effect and have\nnot been modified or amended, and there exists no default under any such lease\nby the Company or any Subsidiary, nor any event which, with notice or lapse of\ntime or both, would constitute a default thereunder by the Company or any\nSubsidiary, except as would not, individually or in the aggregate, prevent or\nmaterially delay consummation of the Offer or the Merger and would not,\nindividually or in the aggregate, have a Material Adverse Effect.\n\n            (d) To the knowledge of the Company, there are no contractual or\nlegal restrictions that preclude or restrict the ability to use any real\nproperty leased by the Company or any Subsidiary for the purposes for which it\nis currently being used. To the knowledge of the Company, there are no material\nlatent defects or material adverse \n\n\n                                       26\n\n\nphysical conditions affecting the real property, and improvements thereon,\nleased by the Company or any Subsidiary other than those that, individually or\nin the aggregate, would not prevent or materially delay consummation of the\nOffer or the Merger and would not have a Material Adverse Effect.\n\n            SECTION 4.14. INTELLECTUAL PROPERTY. (a) Section 4.14(a) of the\nDisclosure Schedule lists all registered and material unregistered trademarks\nand applications therefor, trade names, service marks, registered and material\nunregistered copyrights and applications therefor, patents and patent\napplications, if owned by or licensed to the Company or any Subsidiary and\nindicating whether owned by or licensed to the Company or any Subsidiary.\nSection 4.14(a) of the Disclosure Schedule also lists all domain names owned by\nor licensed or registered to the Company or any Subsidiary. In addition, the\nCompany represents and warrants to Parent and Purchaser as follows:\n\n            (i)   the conduct of the business of the Company and the\n                  Subsidiaries as currently conducted does not conflict with,\n                  infringe upon, misappropriate or otherwise violate the\n                  Intellectual Property rights of any third party, and no claim\n                  has been asserted against the Company or any Subsidiary or, to\n                  the knowledge of the Company, is threatened alleging that the\n                  conduct of the business of the Company and the Subsidiaries as\n                  currently conducted conflicts with, infringes upon or may\n                  infringe upon, misappropriates or otherwise violates the\n                  Intellectual Property rights of any third party except, in\n                  each case, where such conflict, infringement, misappropriation\n                  or other violation would not, individually or in the\n                  aggregate, have a Material Adverse Effect;\n\n            (ii)  with respect to each item of Intellectual Property owned by\n                  the Company or any Subsidiary and material to the business,\n                  financial condition or results of operations of the Company\n                  and the Subsidiaries, taken as a whole (\"Company Owned\n                  Intellectual Property\"), the Company and\/or each such\n                  Subsidiary is the sole owner of the entire right, title and\n                  interest in and to such Company Owned Intellectual Property\n                  and is entitled to use such Company Owned Intellectual\n                  Property in the continued operation of its respective\n                  business;\n\n            (iii) with respect to each item of Intellectual Property licensed to\n                  the Company or any Subsidiary and material to the business,\n                  financial condition or results of operations of the Company\n                  and the Subsidiaries, taken as a whole (\"Company Licensed\n                  Intellectual Property\"), the Company and\/or each such\n                  Subsidiary has valid licenses or other rights to use such\n                  Company Licensed Intellectual \n\n\n                                       27\n\n\n                  Property in the continued operation of its respective business\n                  in accordance with the terms of the license agreements\n                  governing such Company Licensed Intellectual Property and each\n                  such license pertaining to the Company Licensed Intellectual\n                  Property has been delivered to Parent;\n\n            (iv)  the Company Owned Intellectual Property and, to the knowledge\n                  of the Company, the Company Licensed Intellectual Property,\n                  are valid and enforceable, and have not been adjudged invalid\n                  or unenforceable in whole or in part;\n\n            (v)   the Company Owned Intellectual Property and the Company\n                  Licensed Intellectual Property constitute all of the material\n                  Intellectual Property necessary for the operation of the\n                  business of the Company and each Subsidiary as currently\n                  conducted;\n\n            (vi)  no Action is pending or, to the knowledge of the Company,\n                  threatened against the Company or any Subsidiary (A) based\n                  upon or challenging or seeking to deny or restrict the\n                  ownership by or license rights of the Company or any\n                  Subsidiary of any of the Company Owned Intellectual Property\n                  or Company Licensed Intellectual Property, (B) alleging that\n                  any services provided by, processes used by the Company or any\n                  Subsidiary conflict with, infringe upon, misappropriate or\n                  violate any Intellectual Property right of any third party, or\n                  (C) alleging that the Company Licensed Intellectual Property\n                  is being licensed or sublicensed in conflict with the terms of\n                  any license or other agreement;\n\n            (vii) to the knowledge of the Company, no person is engaging in any\n                  activity that materially conflicts with, infringes upon or may\n                  infringe upon, misappropriates or violates the Company Owned\n                  Intellectual Property or Company Licensed Intellectual\n                  Property;\n\n           (viii) each license of the Company Licensed Intellectual Property is\n                  valid and enforceable, subject to applicable bankruptcy,\n                  insolvency, moratorium or other similar laws relating to\n                  creditors' rights and general principles of equity, is binding\n                  on all parties to such license, and is in full force and\n                  effect;\n\n            (ix)  to the knowledge of the Company, no party to any license of\n                  the Company Licensed Intellectual Property is in breach\n                  thereof or default thereunder and no event has occurred that,\n                  with notice or \n\n\n                                       28\n\n\n                  lapse of time, would constitute such breach or default or\n                  permit the termination or cancellation of the license;\n\n            (x)   neither the Company nor any Subsidiary received any notice of\n                  termination or cancellation under any license for the Company\n                  Licensed Intellectual Property; and\n\n            (xi)  neither the execution of this Agreement nor the consummation\n                  of any Transaction shall materially adversely affect any of\n                  the Company's or any Subsidiary's rights with respect to the\n                  Company Owned Intellectual Property or the Company Licensed\n                  Intellectual Property.\n\n            (b) The Software owned or purported to be owned by the Company or\nany Subsidiary, was either (i) developed by employees of the Company or a\nSubsidiary within the scope of their employment who have validly assigned all\ntheir rights to the Company or a Subsidiary pursuant to the Standard Form\nConfidentiality Agreement, (ii) developed by independent contractors who have\nassigned their rights to the Company or a Subsidiary pursuant to written\nagreements or (iii) otherwise lawfully acquired by the Company or a Subsidiary\nfrom a third party pursuant to written agreements. The source code of any of the\nCompany's Software and the data associated therewith have not been licensed or\notherwise provided to another person. To the Company's knowledge, the Software\nis free of all viruses, worms, Trojan horses and other material known\ncontaminants, and does not contain any bugs, errors, or problems of a material\nnature that could disrupt its operation or have an adverse impact on the\noperation of other material software programs or operating systems. The Company\nhas obtained all approvals necessary for exporting the Software outside the\nUnited States and importing the Software into any country in which the Software\nis now sold or licensed for use, and all such export and import approvals in the\nUnited States and throughout the world are valid, current, outstanding and in\nfull force and effect, except where the failure to obtain such approvals or the\nfailure of such approvals to be valid, current, outstanding and in full force\nand effect would not, individually or in the aggregate, have a Material Adverse\nEffect.\n\n            (c) The Company has taken all reasonable steps in order to safeguard\nand protect as confidential and proprietary its trade secrets and other\nconfidential Intellectual Property. To the knowledge of the Company, (i) there\nhas been no misappropriation of any material trade secrets or other material\nconfidential Company Owned Intellectual Property by any person; (ii) no\nemployee, independent contractor or agent of the Company has misappropriated any\ntrade secrets of any other person in the course of such performance as an\nemployee, independent contractor or agent; and (iii) no employee, independent\ncontractor or agent of the Company is in material default or breach of any term\nof any employment agreement, non-disclosure agreement, assignment \n\n\n                                       29\n\n\nof invention agreement or similar agreement or contract relating in any way to\nthe protection, ownership, development, use or transfer of Company Owned\nIntellectual Property.\n\n            SECTION 4.15. TAXES. The Company and the Subsidiaries have filed all\nUnited States federal, state, local and non-United States Tax returns and\nreports required to be filed by them and have paid and discharged all Taxes\nrequired to be paid or discharged, other than (a) such payments as are being\ncontested in good faith by appropriate proceedings and (b) such filings,\npayments or other occurrences that would not have a Material Adverse Effect.\nNeither the IRS nor any other United States or non-United States taxing\nauthority or agency is now asserting or, to the knowledge of the Company,\nthreatening to assert against the Company or any Subsidiary any deficiency or\nclaim for any Taxes or interest thereon or penalties in connection therewith.\nNeither the Company nor any Subsidiary has granted any waiver of any statute of\nlimitations with respect to, or any extension of a period for the assessment of\nany Tax. The accruals and reserves for Taxes reflected in the 2000 Balance Sheet\nare adequate to cover all Taxes accruable through such date (including interest\nand penalties, if any, thereon) in accordance with GAAP. Neither the Company nor\nany Subsidiary has made an election under Section 341(f) of the Code. There are\nno Tax liens upon any property or assets of the Company or any of the\nSubsidiaries except liens for current Taxes not yet due. Neither the Company nor\nany of the Subsidiaries has been required to include in income any adjustment\npursuant to Section 481 of the Code by reason of a voluntary change in\naccounting method initiated by the Company or any of the Subsidiaries, and the\nIRS has not initiated or proposed any such adjustment or change in accounting\nmethod, in either case which adjustment or change would have a Material Adverse\nEffect. Except as set forth in the financial statements described in Section\n4.07, neither the Company nor any of the Subsidiaries has entered into a\ntransaction which is being accounted for under the installment method of Section\n453 of the Code, which would prevent or materially delay consummation of the\nOffer or the Merger or would have a Material Adverse Effect.\n\n            SECTION 4.16. ENVIRONMENTAL MATTERS. Except as specifically\ndescribed in Section 4.16 of the Disclosure Schedule or as would not,\nindividually or in the aggregate, prevent or materially delay the consummation\nof the Offer or the Merger and would not have a Material Adverse Effect, (a) the\nCompany and each Subsidiary are and have always been in compliance with all\napplicable Environmental Laws; (b) none of the properties currently or, to the\nknowledge of the Company, formerly, owned, leased or operated by the Company or\nany Subsidiary (including, without limitation, soils and surface and ground\nwaters) are contaminated with any Hazardous Substance; (c) the Company is not\nactually or allegedly or, to the knowledge of the Company, potentially liable\nfor any off-site contamination by Hazardous Substances; (d) the Company has not\nreceived any notice alleging that it is liable under any Environmental Law\n(including, without limitation, pending or threatened liens); (e) the Company\nhas all permits, licenses and other authorizations required under any\nEnvironmental Law (\"Environmental Permits\"); (f) the Company has always been and\nis in compliance with its Environmental Permits; and (g) neither the execution\nof this Agreement nor the consummation of the \n\n\n                                       30\n\n\nTransactions will require any investigation, remediation or other action with\nrespect to Hazardous Substances, or any notice to or consent of Governmental\nAuthorities or third parties, pursuant to any applicable Environmental Law or\nEnvironmental Permit.\n\n            SECTION 4.17. MATERIAL CONTRACTS. (a) Subsections (i) through (xii)\nof Section 4.17(a) of the Disclosure Schedule contain a list of the following\ntypes of contracts and agreements to which the Company or any Subsidiary is a\nparty (such contracts, agreements and arrangements as are required to be set\nforth in Section 4.17(a) of the Disclosure Schedule being the \"Material\nContracts\"):\n\n            (i)   each contract and agreement (other than a contract with a\n                  customer of the Company) which (A) is likely to involve\n                  consideration of more than $250,000, in the aggregate, during\n                  the calendar year ending December 31, 2001, (B) is likely to\n                  involve consideration of more than $350,000, in the aggregate,\n                  over the remaining term of such contract, and which, in either\n                  case, cannot be canceled by the Company or any Subsidiary\n                  without penalty or further payment and without more than 90\n                  days' notice;\n\n            (ii)  each contract and agreement with a customer of the Company or\n                  any Subsidiary which is likely to involve consideration of\n                  more than $350,000 annually over the remaining term of such\n                  contract and which cannot be canceled by the Company or any\n                  Subsidiary without penalty or further payment and without more\n                  than 90 days' notice;\n\n            (iii) all material broker, distributor, reseller, dealer,\n                  manufacturer's representative, franchise, agency, sales\n                  promotion, market research, marketing consulting and\n                  advertising contracts and agreements to which the Company or\n                  any Subsidiary is a party;\n\n            (iv)  all management contracts (excluding contracts for employment)\n                  and contracts with other consultants, including any contracts\n                  involving the payment of royalties or other amounts calculated\n                  based upon the revenues or income of the Company or any\n                  Subsidiary or income or revenues related to any product or\n                  service of the Company or any Subsidiary to which the Company\n                  or any Subsidiary is a party; and which (A) is likely to\n                  involve consideration of more than $250,000 in the aggregate,\n                  during the calendar year ending December 31, 2001, (B) is\n                  likely to involve consideration of more than $350,000, in the\n                  aggregate, over the remaining term of such contract, and\n                  which, in either case, cannot \n\n\n                                       31\n\n\n                  be cancelled by the Company or any Subsidiary without penalty\n                  or further payment and without more than 90 days' notice;\n\n            (v)   all contracts and agreements evidencing indebtedness for\n                  borrowed money, if any;\n\n            (vi)  all contracts and agreements with any Governmental Authority\n                  to which the Company or any Subsidiary is a party (other than\n                  standard form customer contracts previously disclosed to\n                  Purchaser);\n\n            (vii) all contracts and agreements including, without limitation,\n                  licensing agreements, that limit, or purport to limit, the\n                  ability of the Company or any Subsidiary to compete in any\n                  line of business or with any person or entity or in any\n                  geographic area or during any period of time;\n\n           (viii) all contracts or arrangements that result in any person or\n                  entity holding a power of attorney from the Company or any\n                  Subsidiary that relates to the Company, any Subsidiary or\n                  their respective businesses;\n\n            (ix)  all contracts relating in whole or in part to Intellectual\n                  Property pursuant to which the Company or any Subsidiary\n                  obtains from a third party the right to sell, distribute or\n                  otherwise display data or works owned or controlled by such\n                  third party and that is (A) likely to involve consideration of\n                  more than $250,000 in the aggregate during the calendar year\n                  ending December 31, 2001, (B) likely to involve consideration\n                  of more than $350,000, in the aggregate, over the remaining\n                  term of such contract, or (C) that does not involve any cash\n                  consideration but is otherwise material to the Company or any\n                  Subsidiary;\n\n            (x)   all contracts relating in whole or in part to Intellectual\n                  Property pursuant to which the Company or any Subsidiary\n                  grants to a third party the right to sell, distribute or\n                  otherwise display data or works owned or controlled by the\n                  Company or any Subsidiary and that is (A) likely to involve\n                  consideration of more than $250,000 in the aggregate during\n                  the calendar year ending December 31, 2001, (B) likely to\n                  involve consideration of more than $350,000 annually over the\n                  remaining term of such contract, or (C) that does not \n\n\n                                       32\n\n\n                  involve any cash consideration but is otherwise material to\n                  the Company or any Subsidiary;\n\n            (xi)  all contracts for employment required to be listed in Section\n                  4.10(a) of the Disclosure Schedule; and\n\n            (xii) all other contracts and agreements, whether or not made in the\n                  ordinary course of business, which are material to the Company\n                  and the Subsidiaries, taken as a whole, or the conduct of\n                  their respective businesses, or the absence of which would\n                  prevent or materially delay consummation of the Offer or the\n                  Merger or would have a Material Adverse Effect.\n\n            (b) Except as would not prevent or materially delay consummation of\nthe Offer or the Merger and would not have a Material Adverse Effect,\nindividually or in the aggregate and except as set forth in Section 4.17(b) of\nthe Disclosure Schedule, (i) each Material Contract is a legal, valid and\nbinding agreement, neither the Company nor any of the Subsidiaries is in default\nthereunder and, to the knowledge of the Company, none of the Material Contracts\nhas been canceled by the other party; (ii) to the Company's knowledge, no other\nparty is in breach or violation of, or default under, any Material Contract;\n(iii) the Company and the Subsidiaries are not in receipt of any claim of\ndefault under any such Material Contract; and (iv) neither the execution of this\nAgreement nor the consummation of any Transaction shall constitute default, give\nrise to cancellation rights, or otherwise adversely affect any of the Company's\nrights under any Material Contract. The Company has furnished to Parent true and\ncomplete copies of all Material Contracts, including any amendments thereto.\n\n            SECTION 4.18. INSURANCE. (a) Section 4.18(a) of the Disclosure\nSchedule sets forth, with respect to each insurance policy under which the\nCompany or any Subsidiary is insured, a named insured or otherwise the principal\nbeneficiary of coverage which is currently in effect, (i) the names of the\ninsurer, the principal insured and each named insured, (ii) the policy number,\n(iii) the period, scope and amount of coverage and (iv) the premium charged.\nSuch insurance policies and the types and amounts of coverage provided therein\nare adequate and usual and customary in the context of the businesses and\noperations in which the Company and Subsidiaries are engaged.\n\n            (b) With respect to each such insurance policy: (i) to the knowledge\nof the Company, the policy is legal, valid, binding and enforceable in\naccordance with its terms and is in full force and effect; (ii) neither the\nCompany nor any Subsidiary is in material breach or default (including any such\nbreach or default with respect to the payment of premiums or the giving of\nnotice), and no event has occurred which, with \n\n\n                                       33\n\n\nnotice or the lapse of time, would constitute such a material breach or default,\nor permit termination or modification, under the policy; and (iii) to the\nknowledge of the Company, no insurer on the policy has been declared insolvent\nor placed in receivership, conservatorship or liquidation.\n\n            (c) At no time subsequent to January 1, 1998 has the Company or any\nSubsidiary (i) been denied any insurance or indemnity bond coverage which it has\nrequested, (ii) made any material reduction in the scope or amount of its\ninsurance coverage, or (iii) received notice from any of its insurance carriers\nthat any insurance premiums will be subject to increase in an amount materially\ndisproportionate to the amount of the increases with respect thereto (or with\nrespect to similar insurance) in prior years or that any insurance coverage\nlisted in Section 4.18(a) of the Disclosure Schedule will not be available in\nthe future substantially on the same terms as are now in effect.\n\n            SECTION 4.19. BROKERS. No broker, finder or investment banker (other\nthan Broadview) is entitled to any brokerage, finder's or other fee or\ncommission in connection with the Transactions based upon arrangements made by\nor on behalf of the Company. The Company has heretofore furnished to Parent a\ncomplete and correct copy of all agreements between the Company and Broadview\npursuant to which such firm would be entitled to any payment relating to the\nTransactions.\n\n                                    ARTICLE V\n             REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER\n\n            As an inducement to the Company to enter into this Agreement, Parent\nand Purchaser hereby, jointly and severally, represent and warrant to the\nCompany that:\n\n            SECTION 5.01. CORPORATE ORGANIZATION. Each of Parent and Purchaser\nis a corporation duly organized, validly existing and in good standing under the\nlaws of the State of Delaware and has the requisite corporate power and\nauthority and all necessary governmental approvals to own, lease and operate its\nproperties and to carry on its business as it is now being conducted. Parent and\nPurchaser have heretofore made available to the Company complete and correct\ncopies of their respective Certificates of Incorporation and By-laws, and each\nsuch instrument is in full force and effect.\n\n            SECTION 5.02 AUTHORITY RELATIVE TO THIS AGREEMENT. Each of Parent\nand Purchaser has all necessary corporate power and authority to execute and\ndeliver this Agreement, to perform its obligations hereunder and to consummate\nthe Transactions. The execution and delivery of this Agreement by Parent and\nPurchaser and the consummation by Parent and Purchaser of the Transactions have\nbeen duly and validly \n\n\n                                       34\n\n\nauthorized by all necessary corporate action, and no other corporate proceedings\non the part of Parent or Purchaser are necessary to authorize this Agreement or\nto consummate the Transactions (other than, with respect to the Merger, the\nfiling and recordation of appropriate merger documents as required by Delaware\nLaw). This Agreement has been duly and validly executed and delivered by Parent\nand Purchaser and, assuming due authorization, execution and delivery by the\nCompany, constitutes a legal, valid and binding obligation of each of Parent and\nPurchaser enforceable against each of Parent and Purchaser in accordance with\nits terms subject to applicable bankruptcy, insolvency, moratorium or other\nsimilar laws relating to creditors' rights and general principles of equity.\n\n            SECTION 5.03. NO CONFLICT; REQUIRED FILINGS AND CONSENTS. (a) The\nexecution and delivery of this Agreement by Parent and Purchaser do not, and the\nperformance of this Agreement by Parent and Purchaser will not, (i) conflict\nwith or violate the Certificate of Incorporation or By-laws of either Parent or\nPurchaser, (ii) assuming that all consents, approvals, authorizations and other\nactions described in Section 5.03(b) have been obtained and all filings and\nobligations described in Section 5.03(b) have been made, conflict with or\nviolate any law, rule, regulation, order, judgment or decree applicable to\nParent or Purchaser or by which any property or asset of either of them is bound\nor affected, or (iii) result in any breach of, or constitute a default (or an\nevent which, with notice or lapse of time or both, would become a default)\nunder, or give to others any rights of termination, amendment, acceleration or\ncancellation of, or result in the creation of a lien or other encumbrance on any\nproperty or asset of Parent or Purchaser pursuant to, any note, bond, mortgage,\nindenture, contract, agreement, lease, license, permit, franchise or other\ninstrument or obligation to which Parent or Purchaser is a party or by which\nParent or Purchaser or any property or asset of either of them is bound or\naffected, except, with respect to clauses (ii) and (iii), for any such\nconflicts, violations, breaches, defaults or other occurrences which would not,\nindividually or in the aggregate, prevent or materially delay consummation of\nthe Transactions or otherwise prevent Parent and Purchaser from performing their\nmaterial obligations under this Agreement.\n\n            (b) The execution and delivery of this Agreement by Parent and\nPurchaser do not, and the performance of this Agreement by Parent and Purchaser\nwill not, require any consent, approval, authorization or permit of, or filing\nwith, or notification to, any Governmental Authority, except (i) for applicable\nrequirements, if any, of the Exchange Act, Blue Sky Laws and filing and\nrecordation of appropriate merger documents as required by Delaware Law, and\n(ii) where the failure to obtain such consents, approvals, authorizations or\npermits, or to make such filings or notifications, would not prevent or\nmaterially delay consummation of the Transactions, or otherwise prevent Parent\nor Purchaser from performing their material obligations under this Agreement.\n\n\n                                       35\n\n\n            SECTION 5.04. FINANCING. Parent has, will have through the Effective\nTime and will make available to Purchaser sufficient funds or available\nborrowing capacity to permit Purchaser to consummate all the Transactions,\nincluding, without limitation, acquiring all the outstanding Shares in the Offer\nand the Merger.\n\n            SECTION 5.05. OFFER DOCUMENTS; PROXY STATEMENT. The Offer Documents\nshall not, at the time the Offer Documents are filed with the SEC or are first\npublished, sent or given to stockholders of the Company, as the case may be,\ncontain any untrue statement of a material fact or omit to state any material\nfact required to be stated therein or necessary in order to make the statements\nmade therein, in the light of the circumstances under which they were made, not\nmisleading. The information supplied by Parent for inclusion in the Schedule\n14D-9 and Proxy Statement, if any, shall not, at the date the Proxy Statement\n(or any amendment or supplement thereto) is first mailed to stockholders of the\nCompany, at the time of the Stockholders' Meeting or at the Effective Time,\ncontain any untrue statement of a material fact, or omit to state any material\nfact required to be stated therein or necessary in order to make the statements\ntherein, in light of the circumstances under which they were made, not false or\nmisleading, or necessary to correct any statement in any earlier communication\nwith respect to the solicitation of proxies for the Stockholders' Meeting which\nshall have become false or misleading. Notwithstanding the foregoing, Parent and\nPurchaser make no representation or warranty with respect to any information\nsupplied by the Company or any of its representatives for inclusion in any of\nthe foregoing documents or the Offer Documents. The Offer Documents shall comply\nin all material respects as to form with the requirements of the Exchange Act\nand the rules and regulations thereunder.\n\n            SECTION 5.06. BROKERS. No broker, finder or investment banker is\nentitled to any brokerage, finder's or other fee or commission in connection\nwith the Transactions based upon arrangements made by or on behalf of Parent or\nPurchaser.\n\n            SECTION 5.07. PERFORMANCE. Since March 31, 2001, there has not been\nwith respect to Parent any condition, event or occurrence which, individually or\nin the aggregate, would reasonably be expected to prevent or materially delay\nthe ability of Parent or Purchaser to consummate the Transactions or to perform\ntheir obligations thereunder.\n\n            SECTION 5.08. LITIGATION. As of the date of this Agreement, there\nare no Actions pending or, to the knowledge of Parent, threatened, against\nParent or any of its subsidiaries or any of their respective properties, before\nany Governmental Authority that seeks to restrain or enjoin the consummation of\nthe transactions contemplated by this Agreement or prevent or materially delay\nthe ability of Parent and Purchaser to consummate the Transactions or for Parent\nand Purchaser to perform their obligations thereunder.\n\n\n                                       36\n\n\n                                   ARTICLE VI\n\n                     CONDUCT OF BUSINESS PENDING THE MERGER\n\n            SECTION 6.01. CONDUCT OF BUSINESS BY THE COMPANY PENDING THE MERGER.\nThe Company agrees that, between the date of this Agreement and the earlier of\nthe termination of this Agreement pursuant to Section 9.01 hereof or the\nEffective Time, except as set forth in Section 6.01 of the Disclosure Schedule,\nunless Parent shall otherwise agree in writing, the businesses of the Company\nand the Subsidiaries shall be conducted only in, and the Company and the\nSubsidiaries shall not take any action except in, the ordinary course of\nbusiness and in a manner consistent with past practice; and the Company shall\nuse its reasonable best efforts to preserve substantially intact the business\norganization of the Company and the Subsidiaries, to keep available the services\nof the current officers, employees and consultants of the Company and the\nSubsidiaries and to preserve the current relationships of the Company and the\nSubsidiaries with customers, suppliers and other persons with which the Company\nor any Subsidiary has significant business relations. By way of amplification\nand not limitation, except as expressly contemplated by this Agreement and\nSection 6.01 of the Disclosure Schedule, neither the Company nor any Subsidiary\nshall, between the date of this Agreement and the earlier of the termination of\nthis Agreement pursuant to Section 9.01 hereof or the Effective Time, directly\nor indirectly, do, or propose to do, any of the following without the prior\nwritten consent of Parent:\n\n            (a) amend or otherwise change its Certificate of Incorporation or\nBy-laws or equivalent organizational documents;\n\n            (b) issue, sell, pledge, dispose of, grant, encumber, or authorize\nthe issuance, sale, pledge, disposition, grant or encumbrance of, (i) any shares\nof any class of capital stock of the Company or any Subsidiary, or any options,\nwarrants, convertible securities or other rights of any kind to acquire any\nshares of such capital stock, or any other ownership interest (including,\nwithout limitation, any phantom interest), of the Company or any Subsidiary\n(except for the issuance of a maximum of 3,841,026 Shares issuable pursuant to\noptions outstanding on the date hereof under the Company Stock Option Plans and\n801,497 Shares issuable pursuant to the Warrants, or rights to purchase Shares\npursuant to the ESPP in each case as set forth in Section 4.03 of the Disclosure\nSchedule), or (ii) any assets of the Company or any Subsidiary, except in the\nordinary course of business and in a manner consistent with past practice;\n\n            (c) declare, set aside, make or pay any dividend or other\ndistribution, payable in cash, stock, property or otherwise, with respect to any\nof its capital stock;\n\n\n                                       37\n\n\n            (d) reclassify, combine, split, subdivide or redeem, or purchase or\notherwise acquire, directly or indirectly, any of its capital stock;\n\n            (e) (i) acquire (including, without limitation, by merger,\nconsolidation, or acquisition of stock or assets or any other business\ncombination) any corporation, partnership, other business organization or any\ndivision thereof or any material amount of assets; (ii) incur any indebtedness\nfor borrowed money or issue any debt securities or assume, guarantee or endorse,\nor otherwise become responsible for, the obligations of any person, or make any\nloans or advances (except for the extension of advances to employees in the\nordinary course of business and consistent with past practice), or grant any\nsecurity interest in any of its assets; (iii) enter into any contract or\nagreement other than in the ordinary course of business and consistent with past\npractice; (iv) authorize, or make any commitment with respect to, any single\ncapital expenditure which is in excess of $50,000 or capital expenditures which\nare, in the aggregate, in excess of $250,000 for the Company and the\nSubsidiaries taken as a whole; (v) make or direct to be made any capital\ninvestments or equity investments in any entity, other than a wholly owned\nSubsidiary; or (vi) enter into or amend any contract, agreement, commitment or\narrangement with respect to any matter set forth in this Section 6.01(e);\n\n            (f) Intentionally deleted.\n\n            (g) increase the compensation payable or to become payable or the\nbenefits provided to its directors, officers or employees, except for increases\nin the ordinary course of business and consistent with past practice in salaries\nor wages of employees of the Company or any Subsidiary who are not directors or\nofficers of the Company, or grant any severance or termination pay to, or enter\ninto any employment or severance agreement with, any director, officer or other\nemployee of the Company or of any Subsidiary, or hire any new officer, or hire\nany new employee other than employees hired in the ordinary course of business\nand consistent with past practice, or establish, adopt, enter into or amend any\ncollective bargaining, bonus, profit-sharing, thrift, compensation, stock\noption, restricted stock, pension, retirement, deferred compensation,\nemployment, termination, severance or other plan, agreement, trust, fund, policy\nor arrangement for the benefit of any director, officer or employee (unless\nrequired by law);\n\n            (h) change any accounting methods used by it unless required by\nGAAP;\n\n            (i) make any material tax election or settle or compromise any\nmaterial United States federal, state, local or non-United States income tax\nliability;\n\n            (j) pay, discharge or satisfy any claim, liability or obligation\n(absolute, accrued, asserted or unasserted, contingent or otherwise), other than\nthe payment, discharge or satisfaction, (A) in the ordinary course of business\nand consistent with past practice, of liabilities reflected or reserved against\nin the 2000 Balance Sheet or subsequently incurred in the ordinary course of\nbusiness and consistent with past \n\n\n                                       38\n\n\npractice, (B) of any liabilities under the existing employment or executive\nbonus agreements of the Company set forth in Section 4.10(a) of the Disclosure\nSchedule, and (C) of fees and expenses in connection with the transition of\ncontrol of the Company's business to Parent and Purchaser;\n\n            (k) pay or delay the payment of accounts payable or accelerate the\ncollection of accounts receivable, in either case outside of the ordinary course\nof business and consistent with past practice other than the payment of fees and\nexpenses in connection with the transition of control of the Company's business\nto Parent or Purchaser;\n\n            (l) amend, modify or consent to the termination of any Material\nContract, or amend, waive, modify or consent to the termination of the Company's\nor any Subsidiary's rights thereunder, other than in the ordinary course of\nbusiness and consistent with past practice;\n\n            (m) commence or settle any Action other than, with the prior written\nconsent of Parent (which consent shall not be unreasonably withheld or delayed)\nthe Actions set forth in Section 4.09 of the Disclosure Schedule;\n\n            (n) amend or modify any of the Amended Employment Agreements;\n\n            (o) accelerate the vesting or exercisability of any Options, other\nthan as and to the extent expressly set forth in Section 4.03 of the Disclosure\nSchedule; or\n\n            (p) announce an intention, enter into any formal or informal\nagreement or otherwise make a commitment, to do any of the foregoing.\n\n                                   ARTICLE VII\n\n                              ADDITIONAL AGREEMENTS\n\n            SECTION 7.01. STOCKHOLDERS' MEETING. (a) If required by applicable\nlaw in order to consummate the Merger, the Company, acting through the Board,\nshall, in accordance with applicable law and the Company's Certificate of\nIncorporation and By-laws, (i) duly call, give notice of, convene and hold an\nannual or special meeting of its stockholders as promptly as practicable\nfollowing consummation of the Offer for the purpose of considering and taking\naction on this Agreement and the Transactions (the \"Stockholders' Meeting\") and\n(ii) (A) except as provided in Section 7.05(b), include in the Proxy Statement,\nand not subsequently withhold, withdraw, amend, change or modify \n\n\n                                       39\n\n\nin any manner adverse to Purchaser or Parent, the unanimous recommendation of\nthe Board that the stockholders of the Company approve and adopt this Agreement\nand the Transactions and (B) use its best efforts to obtain such approval and\nadoption. At the Stockholders' Meeting, Parent and Purchaser shall cause all\nShares then owned by them and their subsidiaries to be voted in favor of the\napproval and adoption of this Agreement and the Transactions.\n\n            (b) Notwithstanding the foregoing, in the event that Purchaser shall\nacquire at least 90% of the then outstanding Shares, the parties shall take all\nnecessary and appropriate action to cause the Merger to become effective, in\naccordance with Section 253 of Delaware Law, as promptly as reasonably\npracticable after such acquisition, without a meeting of the stockholders of the\nCompany.\n\n            SECTION 7.02. PROXY STATEMENT. If approval of the Company's\nstockholders is required by applicable law to consummate the Merger, promptly\nfollowing consummation of the Offer, the Company shall file the Proxy Statement\nwith the SEC under the Exchange Act, and shall use its best efforts to have the\nProxy Statement cleared by the SEC promptly after such filing. Parent, Purchaser\nand the Company shall cooperate with each other in the preparation of the Proxy\nStatement, and the Company shall notify Parent of the receipt of any comments of\nthe SEC with respect to the Proxy Statement and of any requests by the SEC for\nany amendment or supplement thereto or for additional information and shall\nprovide to Parent promptly copies of all correspondence between the Company or\nany representative of the Company and the SEC. The Company shall provide Parent\nand its counsel the opportunity to review the Proxy Statement, including all\namendments and supplements thereto, prior to its being filed with the SEC and\nshall give Parent and its counsel the opportunity to review all responses to\nrequests for additional information and replies to comments prior to their being\nfiled with, or sent to, the SEC. Each of the Company, Parent and Purchaser\nagrees to use its reasonable best efforts, after consultation with the other\nparties hereto, to respond promptly to all such comments of and requests by the\nSEC and to cause the Proxy Statement and all required amendments and supplements\nthereto to be mailed to the holders of Shares entitled to vote at the\nStockholders' Meeting at the earliest practicable time.\n\n            SECTION 7.03. COMPANY BOARD REPRESENTATION; SECTION 14(f). (a)\nPromptly upon the purchase by Purchaser of Shares pursuant to the Offer and from\ntime to time thereafter, Purchaser shall be entitled to designate up to such\nnumber of directors, rounded up to the next whole number but rounded down if\nrounding up would cause Purchaser's representatives to constitute the entire\nBoard, on the Board as shall give Purchaser representation on the Board equal to\nthe product of the total number of directors on the Board (giving effect to the\ndirectors elected pursuant to this sentence) multiplied by the percentage that\nthe aggregate number of Shares beneficially owned by Purchaser or any affiliate\nof Purchaser following such purchase bears to the total number of Shares then\noutstanding, and the Company shall, at such time, promptly take all \n\n\n                                       40\n\n\nactions necessary to cause Purchaser's designees to be elected as directors of\nthe Company, including increasing the size of the Board or securing the\nresignations of incumbent directors, or both. At such times, the Company shall\nuse its reasonable best efforts to cause persons designated by Purchaser to\nconstitute the same percentage as persons designated by Purchaser shall\nconstitute of the Board of (i) each committee of the Board, (ii) each board of\ndirectors of each Subsidiary, and (iii) each committee of each such board, in\neach case only to the extent permitted by applicable Law. Notwithstanding the\nforegoing, until the Effective Time, the Company shall use its reasonable best\nefforts to ensure that at least two members of the Board and each committee of\nthe Board and such boards and committees of the Subsidiaries, as of the date\nhereof, who are not employees of the Company shall remain members of the Board\nand of such boards and committees.\n\n            (b) The Company shall promptly take all actions required pursuant to\nSection 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder to\nfulfill its obligations under this Section 7.03, and shall include in the\nSchedule 14D-9 such information with respect to the Company and its officers and\ndirectors as is required under Section 14(f) and Rule 14f-1 to fulfill such\nobligations. Parent or Purchaser shall supply to the Company, and be solely\nresponsible for, any information with respect to either of them and their\nnominees, officers, directors and affiliates required by such Section 14(f) and\nRule 14f-1.\n\n            (c) Following the election of designees of Purchaser pursuant to\nthis Section 7.03, prior to the Effective Time, any amendment of this Agreement\nor the Certificate of Incorporation or By-laws of the Company, any termination\nof this Agreement by the Company, any extension by the Company of the time for\nthe performance of any of the obligations or other acts of Parent or Purchaser,\nor waiver of any of the Company's rights hereunder, shall require the\nconcurrence of a majority of the directors of the Company then in office who\nneither were designated by Purchaser nor are employees of the Company or any\nSubsidiary.\n\n            SECTION 7.04. ACCESS TO INFORMATION; CONFIDENTIALITY. (a) From the\ndate hereof until the Effective Time, the Company shall, and shall cause the\nSubsidiaries and the officers, directors, employees, auditors and agents of the\nCompany and the Subsidiaries to, afford the officers, employees and agents of\nParent and Purchaser reasonable access at all reasonable times to the officers,\nemployees, agents, properties, offices, plants and other facilities, books and\nrecords of the Company and each Subsidiary, and shall furnish Parent and\nPurchaser with such financial, operating and other data and information as\nParent or Purchaser, through their officers, employees or agents, may reasonably\nrequest.\n\n            (b) All information obtained by Parent or Purchaser pursuant to this\nSection 7.04 shall be kept confidential in accordance with the confidentiality\nagreement, \n\n\n                                       41\n\n\ndated May 16, 2001, (the \"Confidentiality Agreement\"), between West Group, an\naffiliate of Parent and the Company.\n\n            (c) No investigation pursuant to this Section 7.04 or otherwise\nshall affect any representation or warranty in this Agreement of any party\nhereto or any condition to the obligations of the parties hereto or any\ncondition to the Offer.\n\n            SECTION 7.05. NO SOLICITATION OF TRANSACTIONS. (a) Neither the\nCompany nor any Subsidiary shall, directly or indirectly, through any officer,\ndirector, employee, representative, agent or otherwise, (i) solicit, initiate or\ntake any action intended to encourage the submission of any Acquisition\nProposal, or (ii) except as required by the fiduciary duties of the Board under\napplicable Law (as determined in good faith) after having received advice from\noutside legal counsel in response to unsolicited proposals, participate in any\ndiscussions or negotiations regarding, or furnish to any person, any information\n(provided that prior to furnishing such information, the Company enters into a\ncustomary, confidentiality agreement on terms no less favorable to the Company\nthan those contained in the Confidentiality Agreement) with respect to, or\notherwise cooperate in any way with respect to, or assist or participate in, or\ntake any action intended to facilitate or encourage, any proposal that\nconstitutes, or may reasonably be expected to lead to, an Acquisition Proposal.\n\n            (b) Except as set forth in this Section 7.05(b), neither the Board\nnor any committee thereof shall (i) withhold, withdraw, amend, change or modify,\nor propose to withhold, withdraw, amend, change or modify, in a manner adverse\nto Parent or Purchaser, the approval or recommendation by the Board or any such\ncommittee of this Agreement, the Offer, the Merger or any other Transaction,\n(ii) approve or recommend, or propose to approve or recommend, any Acquisition\nProposal or (iii) enter into any agreement with respect to any Acquisition\nProposal. Notwithstanding the foregoing, in the event that, prior to the time of\nacceptance for payment of Shares pursuant to the Offer, the Board determines in\ngood faith that it is required to do so by its fiduciary duties under applicable\nlaw after having received advice from outside legal counsel and that the\nAcquisition Proposal constitutes, or may reasonably be expected to lead to, a\nSuperior Proposal, after giving prior written notice to Parent and Purchaser,\nthe Board may withhold, withdraw, amend, change or modify its approval or\nrecommendation of the Offer and the Merger, but only to terminate this Agreement\nin accordance with Section 9.01(d)(ii).\n\n            (c) The Company shall, and shall direct or cause its directors,\nofficers, employees, representatives, agents or other representatives to,\nimmediately cease and cause to be terminated any discussions or negotiations\nwith any parties that may be ongoing with respect to any Acquisition Proposal as\nof the date hereof.\n\n\n                                       42\n\n\n            (d) The Company shall promptly advise Parent orally (within one (1)\nBusiness Day) and in writing (within two (2) Business Days) of (i) any\nAcquisition Proposal or any request for information with respect to any\nAcquisition Proposal, the material terms and conditions of such Acquisition\nProposal or request and the identity of the person making such Acquisition\nProposal or request and (ii) any changes in any such Acquisition Proposal or\nrequest.\n\n            (e) Nothing contained in this Section 7.05 shall prohibit the\nCompany from taking and disclosing to its stockholders a position contemplated\nby Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act or from making\nany disclosure to the Company's stockholders, if the Board determines in good\nfaith that it is required to do so by its fiduciary duties under applicable law\nafter having received advice from outside legal counsel; provided, however, that\nneither the Company nor the Board nor any committee thereof shall, except as\npermitted by Section 7.05(b), withhold, withdraw, amend, change or modify, or\npropose publicly to withhold, withdraw, amend, change or modify, its position\nwith respect to this Agreement, the Offer, the Merger or any other Transaction\nor to approve or recommend, or propose publicly to approve or recommend, an\nAcquisition Proposal, including a Superior Proposal.\n\n            (f) The Company agrees, except as required by the Board's fiduciary\nduties under applicable law after having received advice from outside legal\ncounsel, not to release any third party from, or waive any provision of, any\nconfidentiality or standstill agreement to which the Company is a party.\n\n            SECTION 7.06. EMPLOYEE BENEFITS MATTERS. As of the Effective Time,\nParent shall cause the Surviving Corporation to honor, in accordance with their\nterms, all employee benefit plans and programs in effect immediately prior to\nthe Effective Time that are applicable to any current or former employees of the\nCompany or any Subsidiary. Employees of the Company or any Subsidiary shall\nreceive credit for the purposes of eligibility to participate and vesting (but\nnot for benefit accruals) under any employee benefit plan or program established\nor maintained by the Surviving Corporation for service accrued or deemed accrued\nprior to the Effective Time with the Company or any Subsidiary; provided,\nhowever, that such crediting of service shall not operate to duplicate any\nbenefit or the funding of any such benefit. Notwithstanding anything in this\nSection 7.06 to the contrary, nothing in this Section 7.06 shall be deemed to\nlimit or otherwise affect the right of Parent, Purchaser or the Surviving\nCorporation (i) to terminate employment or change the place of work,\nresponsibilities, status or description of any employee or group of employees,\nor (ii) to terminate any employee benefit plan without establishing a\nreplacement plan, in each case as Parent, Purchaser or Surviving Corporation may\ndetermine in its discretion.\n\n            SECTION 7.07 DIRECTORS' AND OFFICERS' INDEMNIFICATION AND INSURANCE.\n(a) The By-laws of the Surviving Corporation shall contain provisions no \n\n\n                                       43\n\n\nless favorable with respect to indemnification than are set forth in Article 7\nof the By-laws of the Company, which provisions shall not be amended, repealed\nor otherwise modified for a period of three years from the Effective Time in any\nmanner that would affect adversely the rights thereunder of individuals who, at\nor prior to the Effective Time, were directors, officers, employees, fiduciaries\nor agents of the Company, unless such modification shall be required by law.\n\n            (b) The Surviving Corporation shall use its reasonable best efforts\nto maintain in effect for three years from the Effective Time, if available, the\ncurrent directors' and officers' liability insurance policies maintained by the\nCompany (provided that the Surviving Corporation may substitute therefor\npolicies of at least the same coverage containing terms and conditions that are\nnot materially less favorable) with respect to matters occurring prior to the\nEffective Time.\n\n            SECTION 7.08. NOTIFICATION OF CERTAIN MATTERS. The Company shall\ngive prompt notice to Parent, and Parent shall give prompt notice to the\nCompany, of (a) the occurrence, or non-occurrence, of any event the occurrence,\nor non-occurrence, of which reasonably could be expected to cause any\nrepresentation or warranty contained in this Agreement to be untrue or\ninaccurate in any material respect and (b) any failure of the Company, Parent or\nPurchaser, as the case may be, to comply with or satisfy any covenant or\nagreement to be complied with or satisfied by it hereunder; provided, however,\nthat the delivery of any notice pursuant to this Section 7.08 shall not limit or\notherwise affect the remedies available hereunder to the party receiving such\nnotice.\n\n            SECTION 7.09. FURTHER ACTION; REASONABLE BEST EFFORTS. (a) Upon the\nterms and subject to the conditions hereof, each of the parties hereto shall (i)\nmake promptly its respective filings, and thereafter promptly make any other\nrequired submissions in any country where a merger filing or other antitrust\nnotification is necessary or desirable, including but not limited to the United\nKingdom, the Federal Democratic Republic of Germany and Brazil, with respect to\nthe Transactions and (ii) use its reasonable best efforts to take, or cause to\nbe taken, all appropriate action, and to do, or cause to be done, all things\nnecessary, proper or advisable under applicable laws and regulations to\nconsummate and make effective the Transactions, including, without limitation,\nusing its reasonable best efforts to obtain all Permits, consents, approvals,\nauthorizations, qualifications and orders of Governmental Authorities and\nparties to contracts with the Company and the Subsidiaries as are necessary for\nthe consummation of the Transactions and to inform or consult with any trade\nunions, work councils, employee representative or any other representative body\nas required and to fulfill the conditions to the Offer and the Merger; provided\nthat neither Purchaser nor Parent will be required by this Section 7.09 to take\nany action, including entering into any consent decree, hold separate orders or\nother arrangements, that (A) requires the divestiture of any assets of any of\nPurchaser, Parent, the Company or any of their respective subsidiaries or (B)\nlimits Parent's freedom of action with respect to, or its ability to retain, the\nCompany and the Subsidiaries or any portion thereof or any of Parent's or its\n\n\n                                       44\n\n\naffiliates' other assets or businesses. In case, at any time after the Effective\nTime, any further action is necessary or desirable to carry out the purposes of\nthis Agreement, the proper officers and directors of each party to this\nAgreement shall use their reasonable best efforts to take all such action.\n\n            (b) Each of the parties hereto agrees to cooperate and use its\nreasonable best efforts to vigorously contest and resist any Action, including\nadministrative or judicial Action, and to have vacated, lifted, reversed or\noverturned any decree, judgment, injunction or other order (whether temporary,\npreliminary or permanent) that is in effect and that restricts, prevents or\nprohibits consummation of the Transactions, including, without limitation, by\nvigorously pursuing all available avenues of administrative and judicial appeal.\n\n            (c) Immediately prior to the consummation of the Offer, the Company\nshall deliver to Purchaser a certificate, executed by a senior officer of the\nCompany, in respect of the conditions set forth in paragraphs (ii)(e) and\n(ii)(f)(i) of Annex A.\n\n            SECTION 7.10. PUBLIC ANNOUNCEMENTS. Parent, Purchaser and the\nCompany agree that no public release or announcement concerning the\nTransactions, the Offer or the Merger shall be issued by any party without the\nprior consent of the other party (which consent shall not be unreasonably\nwithheld), except as such release or announcement may be required by Law or the\nrules or regulations of any United States or non-United States securities\nexchange, in which case the party required to make the release or announcement\nshall use its best efforts to allow the other parties reasonable time to comment\non such release or announcement in advance of such issuance.\n\n                                  ARTICLE VIII\n\n                            CONDITIONS TO THE MERGER\n\n            SECTION 8.01. CONDITIONS TO THE MERGER. The obligations of each\nparty to effect the Merger shall be subject to the satisfaction, at or prior to\nthe Effective Time, of the following conditions:\n\n            (a) Stockholder Approval. If necessary under Delaware Law, this\nAgreement shall have been approved and adopted by the affirmative vote of the\nstockholders of the Company;\n\n            (b) No Order. No Governmental Authority shall have enacted, issued,\npromulgated, enforced or entered any Law (whether temporary, preliminary or\npermanent) which is then in effect and has the effect of making the acquisition\nof Shares \n\n\n                                       45\n\n\nby Parent or Purchaser or any affiliate of either of them illegal or otherwise\nrestricting, preventing or prohibiting consummation of the Transactions; and\n\n            (c) Offer. Purchaser or its permitted assignee shall have purchased\nall Shares validly tendered and not withdrawn pursuant to the Offer.\n\n                                   ARTICLE IX\n\n                        TERMINATION, AMENDMENT AND WAIVER\n\n            SECTION 9.01. TERMINATION. This Agreement may be terminated and the\nMerger and the other Transactions may be abandoned at any time prior to the\nEffective Time, notwithstanding any requisite approval and adoption of this\nAgreement by the stockholders of the Company:\n\n            (a) By mutual written consent of each of Parent, Purchaser and the\nCompany duly authorized by the Boards of Directors of Purchaser and the Company;\nor\n\n            (b) By either Parent, Purchaser or, upon approval of the Board, by\nthe Company if (i) the Effective Time shall not have occurred on or before\nDecember 31, 2001; provided, however, that the right to terminate this Agreement\nunder this Section 9.01(b) shall not be available to any party whose failure to\nfulfill any obligation under this Agreement has been the cause of, or resulted\nin, the failure of the Effective Time to occur on or before such date or (ii)\nany Governmental Authority shall have enacted, issued, promulgated, enforced or\nentered any injunction, order, decree or ruling (whether temporary, preliminary\nor permanent) which has become final and nonappealable and has the effect of\nmaking consummation of the Offer or the Merger illegal or otherwise preventing\nor prohibiting consummation of the Offer or the Merger; or\n\n            (c) By Parent if (i) Purchaser shall have (A) failed to commence the\nOffer within ten (10) Business Days following the date of this Agreement due to\nthe occurrence of any of the events set forth in paragraph (d)(ii) of Annex A,\n(B) terminated the Offer due to the occurrence of any of the events set forth in\nparagraph (d)(ii) of Annex A, or the Offer shall have expired, without Purchaser\nhaving accepted any Shares for payment thereunder or (C) failed to accept Shares\nfor payment pursuant to the Offer within 90 days following the commencement of\nthe Offer, unless such action or inaction under (A), (B) or (C) shall have been\ncaused by or resulted from the failure of Parent or Purchaser to perform, in any\nmaterial respect, any of their material covenants or agreements contained in\nthis Agreement, or the material breach by Parent or Purchaser of any of their\nmaterial representations or warranties contained in this Agreement or (ii) prior\nto the purchase of Shares pursuant to the Offer, the Board or any committee\nthereof shall have withheld, withdrawn, amended, changed or modified in a manner\nadverse to \n\n\n                                       46\n\n\nPurchaser or Parent its approval or recommendation of this Agreement, the Offer,\nthe Merger or any other Transaction, or shall have recommended or approved any\nAcquisition Proposal, or shall have resolved to do any of the foregoing; or\n\n            (d) By the Company, upon approval of the Board, if (i) Purchaser\nshall have (A) failed to commence the Offer within ten (10) Business Days\nfollowing the date of this Agreement other than due to the occurrence of any of\nthe events set forth in paragraph (d)(ii) of Annex A, (B) terminated the Offer,\nor the Offer shall have expired, without Purchaser having accepted any Shares\nfor payment thereunder or (C) failed to accept Shares for payment pursuant to\nthe Offer within 90 days following the commencement of the Offer, unless such\naction or inaction under (A), (B) or (C) shall have been caused by or resulted\nfrom the failure of the Company or any Selling Stockholder, as applicable, to\nperform, in any material respect, any of its material covenants or agreements\ncontained in this Agreement or any Stockholder Agreement or the material breach\nby the Company or any Selling Stockholder of any of its material representations\nor warranties contained in this Agreement or any Stockholder Agreement or (ii)\nprior to the purchase of Shares pursuant to the Offer, the Board determines in\ngood faith that it is required to do so by its fiduciary duties under applicable\nlaw after having received advice from outside legal counsel in order to enter\ninto a definitive agreement with respect to a Superior Proposal, upon five (5)\nBusiness Days' prior written notice to Parent, setting forth in reasonable\ndetail the identity of the person making, and the final terms and conditions of,\nthe Superior Proposal and after duly considering any proposals that may be made\nby Parent during such five (5) Business Day period; provided, however, that any\ntermination of this Agreement pursuant to this Section 9.01(d)(ii) shall not be\neffective until the Company has made full payment of all amounts provided under\nSection 9.03.\n\n            SECTION 9.02. EFFECT OF TERMINATION. In the event of the termination\nof this Agreement pursuant to Section 9.01, this Agreement shall forthwith\nbecome void, and there shall be no liability on the part of any party hereto,\nexcept (a) as set forth in Section 9.03 and (b) nothing herein shall relieve any\nparty from liability for any breach hereof prior to the date of such\ntermination; provided, however, that the Confidentiality Agreement shall survive\nany termination of this Agreement.\n\n            SECTION 9.03 FEES AND EXPENSES. (a) In the event that:\n\n            (i)   (A) any person (including, without limitation, the Company or\n                  any affiliate thereof), other than Parent or any affiliate of\n                  Parent, shall have become the beneficial owner of more than\n                  15% of the then-outstanding Shares, (B) this Agreement shall\n                  have been terminated pursuant to Section 9.01(b)(i), 9.01(c)\n                  or 9.01(d) and (C) the Company enters into an agreement with\n                  respect to an Acquisition \n\n\n                                       47\n\n\n                  Proposal or an Acquisition Proposal is consummated, in each\n                  case within 12 months after such termination of this\n                  Agreement; or\n\n            (ii)  any person shall have commenced, publicly proposed or\n                  communicated to the Company an Acquisition Proposal that is\n                  publicly disclosed and (A) the Offer shall have remained open\n                  for at least 20 Business Days, (B) the Minimum Condition shall\n                  not have been satisfied, and (C) this Agreement shall have\n                  been terminated pursuant to Section 9.01; or\n\n            (iii) this Agreement is terminated (A) pursuant to (x) Section\n                  9.01(c)(ii) or 9.01(d)(ii) or (y) Section 9.01(c)(i) or\n                  9.01(d)(i), to the extent that the failure to commence, the\n                  termination or the failure to accept any Shares for payment,\n                  as set forth in Section 9.01(c)(i) or 9.01(d)(i), as the case\n                  may be, shall relate to the failure of the Company to perform,\n                  in any material respect, any of its material covenants or\n                  agreements contained in this Agreement or a material breach by\n                  the Company of any of its material representations or\n                  warranties contained in this Agreement and (B) the Company\n                  enters into an agreement with respect to an Acquisition\n                  Proposal or an Acquisition Proposal is consummated, in each\n                  case within 12 months after such termination of this\n                  Agreement; or\n\n            (iv)  an Acquisition Proposal that was commenced, publicly proposed\n                  or communicated to the Company prior to the termination of\n                  this Agreement pursuant to Section 9.01 is consummated within\n                  12 months after the termination of this Agreement pursuant to\n                  Section 9.01, and the Company shall not theretofore have been\n                  required to pay the Fee to Parent pursuant to Section\n                  9.03(a)(i), 9.03(a)(ii) or 9.03(a)(iii);\n\nthen, in any such event, the Company shall pay Parent promptly (but in no event\nlater than two (2) Business Days after the first of such events shall have\noccurred) a fee of One Million Four Hundred and Thirty-Two Thousand ($1,432,000)\n(the \"Fee\"), which amount shall be payable in immediately available funds.\n\n            (b) Except as set forth in this Section 9.03, all costs and expenses\nincurred in connection with this Agreement, the Stockholder Agreement and the\n\n\n                                       48\n\n\nTransactions shall be paid by the party incurring such expenses, whether or not\nany Transaction is consummated.\n\n            (c) In the event that the Company shall fail to pay the Fee when\ndue, the term \"Fee\" shall be deemed to include the costs and expenses actually\nincurred or accrued by Parent and Purchaser (including, without limitation, fees\nand expenses of counsel) in connection with the collection under and enforcement\nof this Section 9.03, together with interest on such unpaid Fee, commencing on\nthe date that the Fee became due, at a rate equal to the rate of interest\npublicly announced by Citibank, N.A., from time to time, in the City of New\nYork, as such bank's Base Rate plus 1%.\n\n            SECTION 9.04. AMENDMENT. Subject to Section 7.03, this Agreement may\nbe amended by the parties hereto by action taken by or on behalf of Parent and\nthe respective Boards of Directors of Purchaser and the Company at any time\nprior to the Effective Time; provided, however, that, after the approval and\nadoption of this Agreement and the Transactions by the stockholders of the\nCompany, no amendment may be made that would reduce the amount or change the\ntype of consideration into which each Share shall be converted upon consummation\nof the Merger. This Agreement may not be amended except by an instrument in\nwriting signed by each of the parties hereto.\n\n            SECTION 9.05. WAIVER. Subject to Section 7.03, at any time prior to\nthe Effective Time, any party hereto may (a) extend the time for the performance\nof any obligation or other act of any other party hereto, (b) waive any\ninaccuracy in the representations and warranties of any other party contained\nherein or in any document delivered pursuant hereto and (c) waive compliance\nwith any agreement of any other party or any condition to its own obligations\ncontained herein. Any such extension or waiver shall be valid if set forth in an\ninstrument in writing signed by the party or parties to be bound thereby.\n\n                                    ARTICLE X\n\n                               GENERAL PROVISIONS\n\n            SECTION 10.01 NOTICES. All notices, requests, claims, demands and\nother communications hereunder shall be in writing and shall be given (and shall\nbe deemed to have been duly given upon receipt) by delivery in person, by\ntelecopy or by registered or certified mail (postage prepaid, return receipt\nrequested) to the respective parties at the following addresses (or at such\nother address for a party as shall be specified in a notice given in accordance\nwith this Section 10.01):\n\n      if to Parent or Purchaser:\n\n\n                                       49\n\n\n            The Thomson Corporation\n            Metro Center\n            One Station Plaza\n            Stamford, Connecticut 06902\n            Telecopier No: (203) 348-5718\n            Attention: General Counsel\n\n      with a copy to:\n\n            Torys\n            237 Park Avenue\n            New York, New York 10017\n            Telecopier No: (212) 682-0200\n            Attention: Joseph J. Romagnoli, Esq.\n            Email: jromagnoli@torys.com\n\n      if to the Company:\n\n            NewsEdge Corporation\n            80 Blanchard Road\n            Burlington, MA 01803\n            Telecopier No: (781) 229-3030\n            Attention: President\n\n      with a copy to:\n\n            Testa Hurwitz Thibeault, LLP\n            125 High Street\n            Boston, MA  02110-2704\n            Telecopier No:  617-790-0296\n            Attention:  Lawrence S. Wittenberg, Esq.\n            E-mail: wittenbe@tht.com\n\n            SECTION 10.02. SEVERABILITY. If any term or other provision of this\nAgreement is invalid, illegal or incapable of being enforced by any rule of law,\nor public policy, all other conditions and provisions of this Agreement shall\nnevertheless remain in full force and effect so long as the economic or legal\nsubstance of the Transactions is not affected in any manner materially adverse\nto any party. Upon such determination that any term or other provision is\ninvalid, illegal or incapable of being enforced, the parties hereto shall\nnegotiate in good faith to modify this Agreement so as to effect the original\nintent of the parties as closely as possible in a mutually acceptable manner in\norder that the Transactions be consummated as originally contemplated to the\nfullest extent possible.\n\n\n                                       50\n\n\n            SECTION 10.03. ENTIRE AGREEMENT; ASSIGNMENT. This Agreement and\nStockholder Agreement constitute the entire agreement among the parties with\nrespect to the subject matter hereof and supersede all prior agreements and\nundertakings, both written and oral, among the parties, or any of them, with\nrespect to the subject matter hereof. This Agreement shall not be assigned\n(whether pursuant to a merger, by operation of law or otherwise), except that\nParent and Purchaser may assign all or any of their rights and obligations\nhereunder to any affiliate of Parent, provided that no such assignment shall\nrelieve the assigning party of its obligations hereunder if such assignee does\nnot perform such obligations.\n\n            SECTION 10.04. PARTIES IN INTEREST. This Agreement shall be binding\nupon and inure solely to the benefit of each party hereto, and nothing in this\nAgreement, express or implied, is intended to or shall confer upon any other\nperson any right, benefit or remedy of any nature whatsoever under or by reason\nof this Agreement, other than Section 7.07 (which is intended to be for the\nbenefit of the persons covered thereby and may be enforced by such persons).\n\n            SECTION 10.05. SPECIFIC PERFORMANCE. The parties hereto agree that\nirreparable damage would occur in the event any provision of this Agreement were\nnot performed in accordance with the terms hereof and that the parties shall be\nentitled to specific performance of the terms hereof, in addition to any other\nremedy at law or equity.\n\n            SECTION 10.06. GOVERNING LAW. This Agreement shall be governed by,\nand construed in accordance with, the laws of the State of Delaware applicable\nto contracts executed in and to be performed in that State. The parties hereto\nhereby (a) submit to the non-exclusive jurisdiction of any state or federal\ncourt sitting in the City of Wilmington in the State of Delaware for the purpose\nof any Action arising out of or relating to this Agreement brought by any party\nhereto, and (b) irrevocably waive, and agree not to assert by way of motion,\ndefense, or otherwise, in any such Action, any claim that it is not subject\npersonally to the jurisdiction of the above-named courts, that its property is\nexempt or immune from attachment or execution, that the Action is brought in an\ninconvenient forum, that the venue of the Action is improper, or that this\nAgreement or the Transactions may not be enforced in or by any of the\nabove-named courts.\n\n            SECTION 10.07. WAIVER OF JURY TRIAL. Each of the parties hereto\nhereby waives to the fullest extent permitted by applicable law any right it may\nhave to a trial by jury with respect to any litigation directly or indirectly\narising out of, under or in connection with this Agreement or the Transactions.\nEach of the parties hereto (a) certifies that no representative, agent or\nattorney of any other party has represented, expressly or otherwise, that such\nother party would not, in the event of litigation, seek to enforce that\nforegoing waiver and (b) acknowledges that it and the other hereto have been\n\n\n                                       51\n\n\ninduced to enter into this Agreement and the Transactions, as applicable, by,\namong other things, the mutual waivers and certifications in this Section 10.07.\n\n            SECTION 10.08. HEADINGS. The descriptive headings contained in this\nAgreement are included for convenience of reference only and shall not affect in\nany way the meaning or interpretation of this Agreement.\n\n            SECTION 10.09. COUNTERPARTS. This Agreement may be executed and\ndelivered (including by facsimile transmission) in one or more counterparts, and\nby the different parties hereto in separate counterparts, each of which when\nexecuted shall be deemed to be an original but all of which taken together shall\nconstitute one and the same agreement.\n\n\n                                       52\n\n\n            IN WITNESS WHEREOF, Parent, Purchaser and the Company have caused\nthis Agreement to be executed as of the date first written above by their\nrespective officers thereunto duly authorized.\n\n                                        THE THOMSON CORPORATION\n\n                                        By: \/s\/ Michael S. Harris\n                                            ____________________________________\n                                            Name:  Michael S. Harris\n                                            Title: Senior Vice President,\n                                                     General Counsel and \n                                                     Secretary\n\n\n                                        INFOBLADE ACQUISITION CORPORATION\n\n                                        By: \/s\/ Kenneth Carson\n                                            ____________________________________\n                                            Name:  Kenneth Carson\n                                            Title: Vice President\n\n\n                                        NEWSEDGE CORPORATION\n\n                                        By: \/s\/ Clifford M. Pollan\n                                            ____________________________________\n                                            Name:  Clifford M. Pollan\n                                            Title: President and Chief \n                                                     Executive Officer\n\n\n                                       53\n\n\n                                                                         ANNEX A\n\n                             CONDITIONS TO THE OFFER\n\n            Notwithstanding any other provision of the Offer, Purchaser shall\nnot be required to accept for payment any Shares tendered pursuant to the Offer,\nif immediately prior to the expiration of the Offer, (i) the Minimum Condition\nshall not have been satisfied, (ii) any of the conditions in paragraphs (a),\n(b), (c), (e), (f), (g) and (i) below shall exist and be continuing or (iii) any\nof the conditions in paragraphs (d) and (h) below shall exist:\n\n            (a) there shall have been instituted or be pending any Action (other\nthan the Action set forth as item 1 in Section 4.09 of the Disclosure Schedule\nto the extent such Action has not resulted in a preliminary or permanent\ninjunction with respect to this Agreement or any of the Transactions) before any\nGovernmental Authority (i) challenging or seeking to make illegal, materially\ndelay, or otherwise, directly or indirectly, restrain or prohibit the making of\nthe Offer, the acceptance for payment of any Shares by Parent, Purchaser or any\nother affiliate of Parent, or the purchase of Shares pursuant to the Stockholder\nAgreement, or the consummation of any other Transaction, or seeking to obtain\nmaterial damages in connection with any Transaction; (ii) seeking to prohibit or\nmaterially limit the ownership or operation by the Company, Parent or any of\ntheir subsidiaries of all or any of the business or assets of the Company,\nParent or any of their subsidiaries that is material to either Parent and its\nsubsidiaries or the Company and the Subsidiaries, in either case, taken as a\nwhole, or to compel the Company, Parent or any of their subsidiaries, as a\nresult of the Transactions, to dispose of or to hold separate all or any portion\nof the business or assets of the Company, Parent or any of their subsidiaries\nthat is material to either Parent and its subsidiaries or the Company and the\nSubsidiaries, in each case, taken as a whole; (iii) seeking to impose any\nlimitation on the ability of Parent, Purchaser or any other affiliate of Parent\nto exercise effectively full rights of ownership of any Shares, including,\nwithout limitation, the right to vote any Shares acquired by Purchaser pursuant\nto the Offer or any Stockholder Agreement or otherwise on all matters properly\npresented to the Company's stockholders, including, without limitation, the\napproval and adoption of this Agreement and the Transactions; (iv) seeking to\nrequire divestiture by Parent, Purchaser or any other affiliate of Parent of any\nShares; or (v) which otherwise would prevent or materially delay consummation of\nthe Offer or the Merger or would have a Material Adverse Effect;\n\n            (b) there shall have been any statute, rule, regulation, legislation\nor interpretation enacted, promulgated, amended, issued or deemed applicable to\n(i) Parent, the Company or any subsidiary or affiliate of Parent or the Company\nor (ii) any Transaction, by any United States or Canadian legislative body or\nGovernmental Authority with appropriate jurisdiction, the Stockholder Agreement\nor the Merger, that \n\n\n                                      A-1\n\n\nis reasonably likely to result, directly or indirectly, in any of the\nconsequences referred to in clauses (i) through (v) of paragraph (a) above;\n\n            (c) there shall have occurred any general suspension of trading in,\nor limitation on prices for, securities on the NASDAQ National Market (other\nthan a shortening of trading hours or any coordinated trading halt triggered\nsolely as a result of a specified increase or decrease in a market index);\n\n            (d) (i) (A) it shall have been publicly disclosed, or Purchaser\nshall have otherwise learned, that beneficial ownership (determined for the\npurposes of this paragraph as set forth in Rule 13d-3 promulgated under the\nExchange Act) of 15% or more of the then-outstanding Shares has been acquired by\nany person, other than Parent or any of its affiliates, and (B) the number of\nShares validly tendered pursuant to the Offer and not withdrawn prior to the\nexpiration of the Offer do not constitute a majority of the then outstanding\nShares on a fully diluted basis (including, without limitation, all Shares\nissuable upon the conversion of any convertible securities or upon the exercise\nof any options, warrants or rights) or (ii) (A) the Board, or any committee\nthereof, shall have withheld, withdrawn, amended, changed or modified, in a\nmanner adverse to Parent or Purchaser, the approval or recommendation of the\nOffer, the Agreement or approved or recommended any Acquisition Proposal or any\nother acquisition of Shares other than the Offer, the Merger or (B) the Board,\nor any committee thereof, shall have resolved to do any of the foregoing;\nprovided, however, that if at any time after the commencement of the Offer, any\nof the foregoing events in this paragraph (d)(ii) has occurred, Purchaser may\nterminate the Offer at any time upon or after such occurrence;\n\n            (e) any representation or warranty of the Company in the Agreement\nthat is qualified as to materiality or Material Adverse Effect shall not be true\nand correct, or any such representation or warranty that is not so qualified\nshall not be true and correct in any material respect, in each case as if such\nrepresentation or warranty was made as of such time on or after the date of this\nAgreement ; provided, however, that this condition shall be deemed to exist only\nif the failure of such representations and warranties to be true and correct (to\nthe extent provided above in this paragraph (e)), individually or in the\naggregate, has had or would reasonably be expected to have a Material Adverse\nEffect;\n\n            (f) (i) the Company shall have failed to perform, in any material\nrespect, any obligation or to comply, in any material respect, with any\nagreement or covenant of the Company to be performed or complied with by it\nunder the Agreement, or (ii) the Selling Stockholders shall have failed to\nperform, in any material respect, any obligation or to comply, in any material\nrespect, with any agreement or covenant of the Selling Stockholders to be\nperformed or complied with by them under the Stockholder Agreement if any such\nfailure adversely impacts the Offer or any of the Transactions;\n\n\n            (g) any Company Indebtedness exists;\n\n            (h) this Agreement shall have been terminated in accordance with its\nterms; or\n\n            (i) Purchaser and the Company shall have agreed that Purchaser shall\nterminate the Offer or postpone the acceptance for payment of Shares.\n\n            The foregoing conditions are for the sole benefit of Purchaser and\nParent and may be asserted by Purchaser or Parent regardless of the\ncircumstances giving rise to any such condition or may be waived by Purchaser or\nParent in whole or in part at any time and from time to time in their sole\ndiscretion. The failure by Parent or Purchaser at any time to exercise any of\nthe foregoing rights shall not be deemed a waiver of any such right; the waiver\nof any such right with respect to particular facts and other circumstances shall\nnot be deemed a waiver with respect to any other facts and circumstances; and\neach such right shall be deemed an ongoing right that may be asserted at any\ntime and from time to time.\n\n\nSCHEDULE I - SELLING STOCKHOLDERS\n\nBasil P. Regan\nDonald L. McLagan\nClifford Pollan\nWilliam A. Devereaux\nMichael E. Kolowich\nMurat H. Davidson, Jr.\nRory J. Cowan\nPeter Woodward\nRonald Benanto\nJames D. Daniell\n\n\nSCHEDULE II - OFFICERS\n\nClifford Pollan\nRonald Benanto\nCharles White\nThomas Karanian\nAlton Zink\nDavid Scott\nJohn Crozier\nLee Phillips\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8351,9052],"corporate_contracts_industries":[9510,9468],"corporate_contracts_types":[9622,9626],"class_list":["post-43125","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-newsedge-corp","corporate_contracts_companies-thomson-corp","corporate_contracts_industries-technology__programming","corporate_contracts_industries-media__other","corporate_contracts_types-planning","corporate_contracts_types-planning__merger"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43125","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43125"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43125"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43125"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43125"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}