\n| \n 17.<\/p>\n<\/td>\n | \n \n GOVERNING LAW\n<\/p>\n<\/td>\n | \n \n9\n<\/p>\n<\/td>\n<\/tr>\n<\/table>\n <\/p>\n
\n<\/p>\n <\/b><\/p>\n THIS AGREEMENT is made on November 16, 2001
\n<\/b><\/p>\n BETWEEN<\/p>\n <\/p>\n(1) MARKETWATCH.COM, INC. a company incorporated under the laws of
\nDelaware and having its principal place of business at 825 Battery Street, San
\nFrancisco, California 94111 (the Seller);<\/p>\n (2) PEARSON INTERNATIONAL FINANCE LTD a company incorporated
\nunder the laws of England and Wales whose registered office is at 80 Strand,
\nLondon, WC2R 0RL (the Buyer);<\/p>\n (3) FINANCIAL TIMES GROUP LIMITED incorporated under the laws of
\nEngland and Wales whose registered office is at Number One, Southwark
\nBridge, London SE1 9HL (Financial Times); and<\/p>\n (4) PEARSON INTERNET HOLDINGS BV incorporated under the laws of the
\nNetherlands whose principal place of business is at Media Centre, 4th FI, Rm
\n405, Sumatralaan 45, 1217 GP Hilversum, Netherlands (Pearson Internet).\n<\/p>\n <\/dir><\/p>\n <\/b><\/p>\n WHEREAS:<\/p>\n Financial Times, Pearson Internet and the Seller are parties to a joint venture
\nagreement dated 19 June, 2000 governing the relationship of the Seller and Pearson
\nInternet as shareholders in Financial Times MarketWatch.com (Europe) Limited (the
\nJV Agreement).<\/p>\n Financial Times MarketWatch.com (Europe) Limited (the Company) is a
\nprivate company limited by shares incorporated in England and Wales. The Company
\nhas an authorised share capital of \u00a355,000 divided into 250,000 A Shares of 10 pence
\n(A Shares) each and 30,000 B shares of \u00a31 each. 42,500 A Shares each have been
\nissued and are fully paid and are beneficially owned by the Seller (the Shares).
\n42,500 A Shares are held by Pearson Internet and 30,000 B Ordinary Shares of \u00a31
\neach are held by the Buyer.<\/p>\n The Seller has agreed to sell the Shares to the Buyer, and Buyer has agreed to
\npurchase the Shares from the Seller for the consideration and upon the terms of this
\nAgreement.<\/p>\n IT IS AGREED as follows:<\/p>\n <\/b><\/p>\n 1. INTERPRETATION<\/p>\n In this Agreement, unless the context otherwise requires:\n<\/p>\n <\/p>\n(a) Ancillary Agreements means the Transitional Services Agreement, the
\nWAT\/CMS License Agreement, and the Assignment of Big Charts Sales
\nMOU (each as defined in clause 3.2);<\/p>\n (b) Buyer’s Group means the Buyer, any holding company from time to time of the
\nBuyer and any subsidiary from time to time of the Buyer or any such holding
\ncompany (with holding company and subsidiary being construed in
\naccordance with Section 736 of the Companies Act 1985);<\/p>\n (c) Buyer Party means each member of the Buyer’s Group which is a party to this
\nAgreement;<\/p>\n (d) Completion means completion of the sale and purchase of the Shares upon the
\nterms and the conditions of this Agreement;\n<\/p>\n (e) Seller’s Group means the Seller, any holding company from time to time of the
\nSeller and any subsidiary from time to time of the Seller or any such holding
\ncompany;<\/p>\n (f) the headings are inserted for convenience only and shall not affect the
\nconstruction of this Agreement;<\/p>\n (g) any reference to a document in the agreed form is to the form of the relevant
\ndocument agreed between the parties and for the purpose of identification
\ninitialled by each of them or on their behalf (in each case with such
\namendments as may be agreed by or on behalf of the Seller and the Buyer).\n<\/p>\n <\/dir>
\n<\/b><\/p>\n 2. SALE OF THE SHARES AND PRICE<\/p>\n 2.1 The Seller shall sell, and the Buyer shall purchase, the Shares, on the terms that
\nthe same covenants shall be deemed to be given by the Seller on Completion in
\nrelation to the Shares as are implied under Part I of the Law of Property
\n(Miscellaneous Provisions) Act 1994 where a disposition is expressed to be made
\nwith full title guarantee. The Shares shall be sold free from all security interests,
\noptions, equities, claims or other third party rights (including rights of pre-emption) of
\nany nature whatsoever, together with all rights attaching to them.<\/p>\n 2.2 The total price payable by the Buyer to the Seller for the Shares shall be the sum
\nof US$1 (the Purchase Price).<\/p>\n <\/b><\/p>\n 3. COMPLETION<\/p>\n 3.1 Completion shall be effected immediately after the signing of this Agreement.
\nThe events referred to in the following provisions of this clause 3 shall take place on
\nor prior to Completion, and shall be deemed to be conditions to Completion (unless
\nwaived in writing beforehand by the Seller, as regards the conditions set forth in
\nclause 3.3or the Buyer, as regards the conditions set forth in clause 3.2 ):<\/p>\n 3.2 The Seller shall deliver (or cause to be delivered) to the Buyer the following:<\/p>\n <\/p>\n(a) duly executed transfers into the name of the Buyer (or a member of the Buyer’s
\nGroup as its nominee) in respect of all of the Shares, together with the
\nappropriate share certificate(s) and a certified copy of any authority under
\nwhich such transfer is made;<\/p>\n (b) all such other documents (including any necessary waivers or consents) as may be
\nrequired to enable the Buyer (or a member of the Buyer’s Group as its
\nnominee) to be registered as the holder(s) of the Shares;<\/p>\n (c) a letter of resignation, to take effect upon Completion, in the agreed form duly
\nexecuted by each of Joan Platt, Larry Kramer and Bill Bishop as directors of
\nthe Company;<\/p>\n (d) a counterpart original of an agreement relating to the provision of transitional
\nservices by the Seller to the Company in the agreed form between the Seller
\nand the Company, duly executed by the Seller (the Transitional Services
\nAgreement);<\/p>\n (e) a counterpart original of a licence agreement relating to the licensing of
\nWAT\/CMS in the agreed form between the Seller and the Company duly
\nexecuted by the Seller (the WAT\/CMS License Agreement); and<\/p>\n (f) a counterpart original of an assignment of the Revised Memorandum of
\nUnderstanding between the Seller and the Company dated October 4th, 2001
\n(the Big Charts Sales MOU) in the agreed form duly executed by the the
\nSeller (the Assignment of the Big Charts Sales MOU).<\/p>\n <\/dir><\/p>\n 3.3 The Buyer and\/or each Buyer Party shall deliver (or cause to be delivered) to
\nthe Seller the following:<\/p>\n <\/p>\n(a) a counterpart original of Transitional Services Agreement duly executed by
\nthe Company;<\/p>\n (b) a counterpart original of the WAT\/CMS License Agreement duly executed by
\nthe Company; and<\/p>\n (c) a counterpart original of the Assignment of the Big Charts Sales MOU duly
\nexecuted by the Company and Financial Times Information Ltd.<\/p>\n <\/dir><\/p>\n 3.4 The parties shall procure that resolutions of the Board of Directors of the
\nCompany are passed by which the following business is transacted:<\/p>\n <\/p>\n(a) the registration (subject to their being duly stamped) of the transfer in respect
\nof the Shares referred to in clause 3.2 is approved; and<\/p>\n (b) the resignations referred to in clause 3.2(c) are accepted and the Articles of
\nAssociation of the Company are amended with regard to the number of directors and
\nthe appointment and removal of directors.\n<\/p>\n <\/dir><\/p>\n 3.5 The Buyer shall, in satisfaction of its obligations under clause 2.2, pay
\nthe Purchase Price in cash at Completion.<\/p>\n <\/b><\/p>\n 4. POST COMPLETION UNDERTAKINGS<\/p>\n 4.1 The Buyer and each of the Buyer Parties, if applicable, agrees that, as soon as
\npracticable and in any event within 90 days of Completion, it will cease the use or
\ndisplay of any trade or service marks, trade or service names, domain names or logos
\ncontaining the words ‘MarketWatch’ or any confusingly similar mark, name or logo,
\nexcept to the extent that this period may be extended with the prior written consent of
\nSeller at its sole discretion. The Seller accepts that the Buyer and the Company may
\nuse the name ‘FT Markets’ or, subject to the foregoing sentence, a similar name.<\/p>\n 4.2 To the extent that this has not already been done pursuant to Clause 2.6(b) of the
\nJV Agreement the Seller agrees that it shall transfer to the Buyer’s Group as soon as
\npracticable following Completion all domain names it has registered which comprise
\nor include the names ‘FT’ or ‘Financial Times’ including without limitation
\n‘ftmarketwatch.com’, ‘ftmarketwatch.net’, ‘ftmarketwatch.org’ and
\n‘ftmarketwatch.co.uk.’ Buyer shall pay all costs and fees associated with the
\nforegoing transfer.<\/p>\n <\/b><\/p>\n 5. WARRANTIES<\/p>\n 5.1 The Seller represents and warrants to the Buyer as follows:\n<\/p>\n <\/p>\n(a) the Seller has obtained all corporate authorisations and all other applicable
\ngovernmental, statutory, regulatory or other consents, licences, authorisations,
\nwaivers or exemptions required to empower it to enter into and perform its
\nobligations under this Agreement and the Ancillary Agreements; and<\/p>\n (b) all of the Shares are fully-paid or properly credited as fully-paid and the Seller is
\nthe sole legal and beneficial owner of them free from all security interests,
\noptions, equities, claims or other third party rights (including rights of
\npre-emption) of any nature whatsoever.\n<\/p>\n <\/dir><\/p>\n 5.2 The Seller acknowledges that the Buyer has entered into this Agreement and the
\nAncillary Agreements in reliance upon the warranties contained in clause 5.1.<\/p>\n 5.3 Except as regards the Buyer’s and each Buyer Party’s representations and
\nwarranties in clause 5.4, and except for fraud and deliberate malfeasance, the Seller
\nagrees to waive the benefit of all rights (if any) which the Seller may have against the
\nCompany, or any present or former officer or employee of the Company, on whom
\nthe Seller may have relied in agreeing to any term of this Agreement and the Seller
\nundertakes not to make any claim in respect of such reliance.<\/p>\n 5.4 The Buyer and each Buyer Party represents and warrants to the Seller as follows:\n<\/p>\n <\/p>\n(a) it has obtained all corporate authorisations and all other applicable governmental,
\nstatutory, regulatory or other consents, licences, authorisations, waivers or
\nexemptions required to empower it to enter into and perform its obligations
\nunder this Agreement and the Ancillary Agreements to which it is a party;<\/p>\n (b) the Company has obtained all corporate authorisations and all other applicable
\ngovernmental, statutory, regulatory or other consents, licences, authorisations,
\nwaivers or exemptions required to empower it to enter into and perform its
\nobligations under the Ancillary Agreements to which it is a party; and<\/p>\n (c) there is no agreement (whether in writing or otherwise) or any present intention or
\nnegotiations by or on behalf of the Buyer or any member of Buyer’s Group, to
\nissue, transfer or otherwise dispose of any equity interest in the Company, or
\ntransfer or otherwise dispose of all or substantially all of the assets of the
\nCompany, to a third party.\n<\/p>\n <\/dir><\/p>\n 5.5 The Buyer and each Buyer Party acknowledges that the Seller has entered into this
\nAgreement and the Ancillary Agreements in reliance upon the warranties contained in
\nclause 5.4.<\/p>\n 5.6 Except as regards the Seller’s representations and warranties contained in clause
\n5.1 and except for fraud and deliberate malfeasance, the Buyer and each member of
\nthe Buyer’s Group that is a party to this Agreement agrees to waive the benefit of all
\nrights (if any) which it may have against the Seller or any member of the Seller’s
\nGroup or any present or former officer or employee of the Seller or any member of
\nthe Seller’s Group on whom it may have relied in agreeing to any term of this
\nAgreement and undertakes not to make any claim in respect of such reliance.<\/p>\n 5.7 Each of the warranties in this clause 5 shall be construed as a separate warranty
\nand shall not be limited or restricted by reference to or inference from the terms of the
\nother warranty or any other term of this Agreement.<\/p>\n <\/b><\/p>\n 6. ENTIRE AGREEMENT<\/p>\n This Agreement, the Transitional Services Agreement, the WAT\/CMS License
\nAgreement and the Assignment of Big Charts Sales together constitute the entire
\nagreement and understanding between the parties in connection with the sale and
\npurchase of the Shares and the transactions contemplated hereunder and thereunder.
\nNone of the parties has entered into this Agreement or the Ancillary Agreements in
\nreliance upon any representation, warranty or undertaking which is not set out or
\nreferred to in this Agreement or the Ancillary Agreements.<\/p>\n <\/b><\/p>\n 7. VARIATION<\/p>\n 7.1 No variation of this Agreement (or of any of the documents referred to in this
\nAgreement) shall be valid unless it is in writing and signed by or on behalf of each of
\nthe parties to it. The expression “variation” shall include any variation, supplement,
\ndeletion or replacement however effected.<\/p>\n 7.2 Unless expressly agreed, no variation shall constitute a general waiver of any
\nprovisions of this Agreement, nor shall it affect any rights, obligations or liabilities
\nunder or pursuant to this Agreement which have already accrued up to the date of
\nvariation, and the rights and obligations of the parties under or pursuant to this
\nAgreement shall remain in full force and effect, except and only to the extent that they
\nare so varied.<\/p>\n <\/b><\/p>\n 8. ANNOUNCEMENTS<\/p>\n No announcement or circular in connection with the existence or the subject matter of
\nthis Agreement shall be made or issued by or on behalf of the Seller or the Buyer
\nwithout the prior written approval of the other, (such approval not to be unreasonably
\nwithheld or delayed) during any period prior to or within three (3) months after
\nCompletion. This shall not affect any announcement or circular required by law or
\nthe rules of any stock exchange.<\/p>\n <\/b><\/p>\n 9. COSTS<\/p>\n 9.1 Subject to 9.2 and as expressly provided in 4.2 and 13.2, each of the parties shall
\npay its own costs (being liabilities, losses, damages, costs (including legal costs) and
\nexpenses (including taxation) in each case of any nature whatsoever) incurred in
\nconnection with the negotiation, preparation and implementation of this Agreement.<\/p>\n 9.2 The Buyer shall bear all stamp or other documentary or transaction duties and any
\nother transfer taxes arising as a result or in consequence of this Agreement or of its
\nimplementation.<\/p>\n <\/b><\/p>\n 10. SEVERABILITY<\/p>\n If any provision of this Agreement is held to be invalid or unenforceable, then such
\nprovision shall (so far as it is invalid or unenforceable) be given no effect and shall be
\ndeemed not to be included in this Agreement but without invalidating any of the
\nremaining provisions of this Agreement. The parties shall then use all reasonable
\nendeavours to replace the invalid or unenforceable provisions by a valid and
\nenforceable substitute provision the effect of which is as close as possible to the
\nintended effect of the invalid or unenforceable provision.<\/p>\n <\/b><\/p>\n 11. NOTICES<\/p>\n 11.1 Any notice or other communication to be given by one party to the other party
\nunder, or in connection with, this Agreement shall be in writing and signed by or on
\nbehalf of the party giving it. It shall be served by sending it by fax to the number set
\nout in clause 11.2, or delivering it by hand, or sending it by pre-paid recorded
\ndelivery, special delivery or registered post, to the address set out in clause 11.2 and
\nin each case marked for the attention of the relevant party set out in clause 11.2 (or as
\notherwise notified from time to time in accordance with the provisions of this
\nclause 11). Any notice so served by hand, fax or post shall be deemed to have been
\nduly given:\n<\/p>\n <\/p>\n(a) in the case of delivery by hand, when delivered;<\/p>\n (b) in the case of fax, at the time of transmission;<\/p>\n (c) in the case of prepaid recorded delivery, special delivery or registered post, at 10
\na.m. on the second business day following the date of posting.
\nprovided that in each case where delivery by hand or by fax occurs after 6pm on a
\nbusiness day or on a day which is not a business day, service shall be deemed to occur
\nat 9 a.m. on the next following business day.
\nReferences to time and business days in this clause 11 are to local time and business
\ndays in the country of the addressee.\n<\/p>\n <\/dir><\/p>\n 11.2 The addresses and fax numbers of the parties for the purpose of clause 11.1
\nare as follows:\n<\/p>\n
\n<\/b><\/p>\nSeller<\/p>\n Address: MarketWatch.com, Inc., 825 Battery Street, San Francisco, CA 94111
\nFax: 415-392-2133
\nFor the attention of: William Bishop and Terrie Prescott<\/p>\n <\/b><\/p>\n Buyer<\/p>\n Address: FT.com, 37 – 45 Paul Street, London EC2A 4LS
\nFax: (0)20 7825 7771
\nFor the attention of: Mr Zach Leonard<\/p>\n <\/dir><\/p>\n 11.3 A party may notify the other party to this Agreement of a change to its name,
\nrelevant addressee, address or fax number for the purposes of this clause 11, provided
\nthat, such notice shall only be effective on:\n<\/p>\n <\/p>\n(a) the date specified in the notice as the date on which the change is to take place; or<\/p>\n (b) if no date is specified or the date specified is less than five business days after the
\ndate on which notice is given, the date following five business days after
\nnotice of any change has been given.\n<\/p>\n <\/dir>
\n<\/b><\/p>\n 12. WAIVERS\/BUYER’S AND SELLER’S RIGHTS AND REMEDIES<\/p>\n 12.1 No failure or delay by either of the parties in exercising any right or remedy
\nprovided by law under or pursuant to this Agreement shall impair such right or
\nremedy or operate or be construed as a waiver or variation of it or preclude its
\nexercise at any subsequent time and no single or partial exercise of any such right or
\nremedy shall preclude any other or further exercise of it or the exercise of any other
\nright or remedy.<\/p>\n 12.2 The rights and remedies of the parties under or pursuant to this Agreement are
\ncumulative, may be exercised as often as such party considers appropriate and are in
\naddition to its rights and remedies under general law.<\/p>\n 12.3 The rights and remedies of either of the parties under this Agreement shall not
\nbe affected, and the parties’ respective liabilities under this Agreement shall not be
\nreleased, discharged or impaired, by (i) Completion, (ii) subject to compliance with
\nthe notice requirements in clause 11, the expiry of any limitation period prescribed by
\nlaw, or (iii) any event or matter whatsoever, other than a specific and duly authorised
\nwritten waiver or release by the other party.<\/p>\n <\/b><\/p>\n 13. FURTHER ASSURANCE<\/p>\n 13.1 The parties agree to perform (or procure the performance of) all further acts
\nand things, and execute and deliver (or procure the execution and delivery of) such
\nfurther documents, as may be required by law or as the other party may reasonably
\nrequire, whether on or after Completion, to implement and\/or give effect to this
\nAgreement and the transactions contemplated by it and for the purpose of vesting in
\nthe Buyer the Shares to be transferred to it pursuant to the provisions of this
\nAgreement.<\/p>\n 13.2 The Buyer and each Buyer Party agree that each shall procure that there is
\nmade available to the Seller at such time(s) and place(s) as party may reasonably
\ndirect all information in the possession or under the control of the Buyer or any
\nBuyer Party which Seller or its auditors may from time to time reasonably require,
\nwhether before or after Completion, in relation to the business and affairs of the
\nCompany. The Seller shall cooperate reasonably with the Company and the Buyer’s
\nGroup on all tax matters including without limitation future tax filings, but only to the
\nextent there is no adverse affect on Seller’s tax position or its tax expenses, and
\nprovided that Company or Buyer’s Group, as the case may be, reimburse Seller for all
\nreasonable out-of-pocket expenses and costs incurred in connection herewith.<\/p>\n <\/b><\/p>\n 14. NO RIGHTS UNDER CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999<\/p>\n A person who is not a party to this Agreement shall have no right under the Contracts
\n(Rights of Third Parties) Act 1999 to enforce any of its terms.<\/p>\n <\/b><\/p>\n 15. CONFLICT WITH JV AGREEMENT<\/p>\n To the extent, if any, that this Agreement is in conflict with the provisions of the JV
\nAgreement, the provisions of this Agreement shall prevail. To the extent that the
\nimplementation and execution of this Agreement and the sale and purchase of the
\nShares is inconsistent with any provision of the JV Agreement such provision is
\nhereby amended pro tanto.<\/p>\n <\/b><\/p>\n 16. COUNTERPARTS <\/p>\n This Agreement may be executed in any number of counterparts and any party hereto
\nmay execute any such counterpart, each of which when executed and delivered shall
\nbe deemed to be an original and all of which counterparts taken together shall
\nconstitute but one and the same instrument. This Agreement shall become binding
\nwhen one or more counterparts taken together shall have been executed and delivered
\nby all of the parties. It shall not be necessary in making proof of this Agreement or
\nany counterpart hereof to produce or account for any of the other counterparts.<\/p>\n <\/b><\/p>\n 17. GOVERNING LAW<\/p>\n This Agreement and the relationship between the parties shall be governed by, and
\ninterpreted in accordance with, English law.<\/p>\n \n<\/b><\/p>\n [The remainder of this page has been left intentionally blank.]<\/p>\n AS WITNESS this Agreement has been signed on behalf of the parties the day and year
\nfirst before written.<\/p>\n SIGNED by Joan P. Platt
\nfor and on behalf of
\nMARKETWATCH.COM, INC.
\n\/s\/ JOAN P. PLATT<\/p>\n SIGNED by David Colville
\nfor and on behalf of
\nPEARSON INTERNATIONAL FINANCE LTD
\n\/s\/ DAVID COLVILLE<\/p>\n SIGNED by Andrew Gowers
\nfor and on behalf of
\nFINANCIAL TIMES GROUP LTD
\n\/s\/ ANDREW GOWERS<\/p>\n SIGNED by David Colville
\nfor and on behalf of
\nPEARSON INTERNET HOLDINGS BV
\nin the presence of:
\n\/s\/ DAVID COLVILLE<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8132],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9622,9627],"class_list":["post-43565","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-marketwatchcom-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-planning","corporate_contracts_types-planning__purchase"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43565","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=43565"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43565"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43565"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43565"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}} |