{"id":43412,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/form-of-affiliate-agreement-desktop-data-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"form-of-affiliate-agreement-desktop-data-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/form-of-affiliate-agreement-desktop-data-inc.html","title":{"rendered":"Form of Affiliate Agreement &#8211; Desktop Data Inc."},"content":{"rendered":"<pre>                          FORM OF AFFILIATE AGREEMENT\n                                        \n                                                            November 3, 1997\n\n\nDesktop Data, Inc.\n80 Blanchard Road\nBurlington, MA  01803\n\nLadies and Gentlemen:\n\n          Pursuant to the terms of the Agreement and Plan of Merger dated as of\nNovember 2, 1997 (the 'Agreement'), between Desktop Data, Inc., a Delaware\ncorporation ('Desktop'),  and Individual, Inc., a Delaware corporation\n('Individual'), Individual will merge with and into Desktop (the 'Merger').\n\n          The undersigned has been advised that as of the date hereof the\nundersigned may be deemed to be an 'affiliate' of Desktop, as the term\n'affiliate' is used in and for purposes of Accounting Series Releases 130 and\n135, as amended, and Staff Accounting Bulletins 65 and 76 of the Commission.\n\n          The undersigned understands that the representations, warranties and\ncovenants set forth herein will be relied upon by Desktop, other shareholders of\nDesktop, Individual, shareholders of Individual and their respective counsel and\naccountants.\n\n          The undersigned represents and warrants to and agrees with Desktop\nthat:\n\n          1.  The undersigned has full power to execute and deliver this\nAffiliate Agreement and to make the representations and warranties herein and to\nperform its obligations hereunder;\n\n          2.  The undersigned has carefully read this letter and the Agreement\nand discussed its requirements and other applicable limitations upon its ability\nto sell, transfer or otherwise dispose of Individual Common Stock and Desktop\nCommon Stock to the extent the undersigned felt necessary, with its counsel or\ncounsel for Desktop.\n\n          3.  The undersigned shall not make any sale, transfer or other\ndisposition of Desktop Common Stock in violation of the Act or the Rules and\nRegulations.\n\n          4.  The undersigned agrees with Desktop that the undersigned will not\nsell, exchange, transfer, pledge, dispose or otherwise reduce his or her risk\nrelative to any shares of Desktop Common Stock or other equity securities of\nDesktop owned by the undersigned during the period commencing on the date hereof\nand ending at such time as financial results covering at least 30 days of\ncombined operations of Individual and Desktop have been published by Desktop, in\nthe form of a quarterly earnings report, an effective registration statement\nfiled with the Commission, a report to the Commission on Form 10-K, 10-Q or 8-K,\nor any other public filing or\n\n \n                                      -2-\n\n\nannouncement which includes the combined results of operations, so as to\ninterfere with Desktop accounting for the Merger as a pooling of interests.\nDesktop, at its discretion, may cause stop transfer orders to be placed with its\ntransfer agent with respect to the certificates representing the undersigned's\nshares of Desktop Common Stock.\n\n          5.  Desktop agrees to publish, as promptly as practicable following\nthe Merger,  financial results covering at least 30 days of combined operations\nof Individual and Desktop in the form of a quarterly earnings report, an\neffective registration statement filed with the Commission, a report to the\nCommission on Form 10-K, 10-Q or 8-K, or any other public filing or announcement\nthat includes the combined results of operations of Desktop and Individual;\nprovided, however, that Desktop shall be under no obligation to publish any such\n--------  -------                                                               \nfinancial information other than with respect to a fiscal quarter of Desktop.\n\n          6.  The undersigned represents and warrants to Desktop that the\nundersigned is the beneficial owner of the shares of Desktop Common Stock and\noptions to purchase Desktop Common Stock indicated below (the 'Desktop\nSecurities').  Except for Desktop Securities, the undersigned does not\nbeneficially own any shares of Desktop Common Stock or any other equity security\nof Desktop or any options, warrants or other rights to acquire any equity\nsecurities of Desktop.\n\n          7. This Agreement may not be amended or waived other than by a writing\nsigned by both the undersigned and Desktop.\n\n               [Remainder of this Page Intentionally Left Blank]\n\n \n                                      -3-\n\n                    NUMBER OF SHARES OF DESKTOP COMMON STOCK\n                     BENEFICIALLY OWNED BY THE UNDERSIGNED:\n\n                                _______________\n\n                    NUMBER OF SHARES OF DESKTOP COMMON STOCK\n           SUBJECT TO OPTIONS BENEFICIALLY OWNED BY THE UNDERSIGNED:\n\n                                ________________\n\n                                     Very truly yours,\n\n\n                                     ----------------------------------\n                                     (print name of stockholder above)\n\n                                     By:\n                                        -------------------------------\n                                        Name:\n                                        Title:\n                                        (if applicable)\n\nAccepted this 3rd day of\nNovember, 1997, by\n\nDESKTOP DATA, INC.\n\n\nBy: ______________________________\n    Name:\n    Title:\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8351],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9622,9626],"class_list":["post-43412","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-newsedge-corp","corporate_contracts_industries-technology__programming","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\/43412","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=43412"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43412"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43412"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43412"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}