{"id":43641,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/stock-option-and-tender-agreement-wolters-kluwer-u-s-corp-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-option-and-tender-agreement-wolters-kluwer-u-s-corp-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/stock-option-and-tender-agreement-wolters-kluwer-u-s-corp-and.html","title":{"rendered":"Stock Option and Tender Agreement &#8211; Wolters Kluwer U.S. Corp. and Ovid Technologies Inc. Stockholders"},"content":{"rendered":"<pre>\n                        STOCK OPTION AND TENDER AGREEMENT\n\n     Stock Option and Tender Agreement (this 'Agreement'), dated September 29,\n1998, by and among Wolters Kluwer U.S. Corporation, a Delaware corporation\n('Parent'), OTI Acquisition Corp., a Delaware corporation and a wholly-owned\nsubsidiary of Parent ('Sub'), and the stockholders set forth in Schedule I\nhereto (each, a 'Stockholder' and collectively, the 'Stockholders').\n\n                              W I T N E S S E T H:\n\n     WHEREAS, Parent, Sub, and Ovid Technologies, Inc., a Delaware corporation\n(the 'Company') are entering into an Agreement and Plan of Merger (the 'Merger\nAgreement') pursuant to which Sub has agreed to make a tender offer (the\n'Offer') for all outstanding shares of Common Stock, par value $.01 per share\n(the 'Common Stock'), of the Company at a price per share of Common Stock, based\nupon the representations set forth in Section 3.2 of the Merger Agreement, of\n$24.59 net to the seller in cash (such price, or such higher price per share of\nCommon Stock as may be paid in the Offer, being referred to herein as the 'Offer\nPrice'), to be followed by a merger (the 'Merger') of Sub with and into the\nCompany.\n\n     WHEREAS, as a condition to the willingness of Parent and Sub to enter into\nthe Merger Agreement, each of Parent and Sub has required that each Stockholder\nagree, and in order to induce Parent and Sub to enter into the Merger Agreement,\neach Stockholder has agreed, among other things, subject to the provisions\ncontained herein, (i) to tender in the Offer all of the shares of Common Stock\nnow owned or which may hereafter be acquired by such Stockholder (the 'Shares'),\n(ii) to grant to Parent or Sub, as Parent shall designate (the 'Optionee') the\noption to purchase the Shares in certain circumstances, (iii) to appoint Parent\nas such Stockholder's proxy under certain circumstances to vote the Shares in\nconnection with the Merger Agreement, (iv) with respect to certain questions put\nto stockholders of the Company for a vote, to vote the Shares, in each case, in\naccordance with the terms and conditions of this Agreement, and (v) to restrict\ntransfers or exercises of Company Options (as defined in Section 8 below), if\nany, held by such Stockholder except as provided herein.\n\n     NOW, THEREFORE, in consideration of the mutual covenants and agreements\ncontained herein and other good and valuable consideration, the adequacy of\nwhich is hereby acknowledged, and intending to be legally bound hereby, the\nparties hereto agree as follows:\n\n     1. Tender of Shares. Each Stockholder severally (and not jointly) agrees to\ntender and sell to Parent and\/or Sub pursuant to the Offer all of the Shares\nlegally and\/or beneficially owned by such Stockholder (as set forth on Schedule\nI hereto) and that once tendered, each Stockholder agrees, subject to the\nprovisions of Section 2, that such Shares will not be withdrawn from the Offer\nunless the Offer is terminated by Parent or Sub without any shares of Common\nStock being purchased thereunder. Each Stockholder severally (and not jointly)\nagrees that such Stockholder shall deliver to the depositary for the Offer,\npromptly, but not later than five (5) \n\n\n\n\n\ndays, following the commencement of the Offer, either a letter of transmittal\ntogether with the certificates for the Shares, if available, or a 'Notice of\nGuaranteed Delivery', if the Shares are not available. Nothing contained in this\nAgreement shall be deemed to require any Stockholder to exercise any Company\nOption (as defined in Section 8).\n\n     2. Stock Option.\n\n          2.1 Grant of Stock Option. Each Stockholder hereby grants to Optionee\nan irrevocable option (the 'Stock Option') on the terms and conditions set forth\nin this Section 2, to purchase all of the Shares legally and\/or beneficially\nowned by such Stockholder (as set forth on Schedule I hereto) (including Shares\nsubject to Company Options), at such time as Optionee may exercise the Stock\nOption during the Exercise Period (as defined below), at a purchase price equal\nto the Offer Price.\n\n          2.2 Exercise of Stock Option. (a) Each Stock Option may be exercised\nby Optionee, in whole and for all of such Stockholder's Shares but not in part\nor for less than all of such Stockholder's Shares, and only simultaneously as to\nall Stockholders (i) if the Offer has been terminated by Parent or Sub for the\nreasons set forth in (f) or (g) of the Conditions to the Offer (as set forth in\nAnnex A to the Merger Agreement) or (ii) if the Offer has expired without the\npurchase of Shares thereunder and at the time of such expiration (x) the Minimum\nCondition (as defined in the Merger Agreement) has not been satisfied or (y)\ncircumstances had occurred giving rise to a right of termination by Parent or\nSub for the reasons set forth in (f) or (g) of said Conditions of the Offer, in\neach case without any violation of the Offer or the Merger Agreement by Parent\nor Sub. Notice of exercise may be given at any time during the period (the\n'Exercise Period') commencing after the Stock Option becomes exercisable (under\nthe circumstances provided in this Section 2.2) and ending on the date which is\nthree months following the date on which any Superior Proposal (as defined in\nthe Merger Agreement) expires or is withdrawn or terminated without the purchase\nof any Shares. In addition, Optionee may also exercise the Stock Option if the\nMerger Agreement shall terminate by reason of the Company's exercise of its\ntermination rights pursuant to Section 7.1(c)(i)(a) or (b) of the Merger\nAgreement, whereupon the Exercise Period shall commence on the date such\ntermination rights are exercised and end on the date which is three months\nfollowing the date on which any Superior Proposal expires or is withdrawn or\nterminated without the purchase of any Shares.\n\n               (b) In the event Optionee wishes to exercise the Stock Option,\nOptionee shall send a written notice (an 'Exercise Notice') during the Exercise\nPeriod to each Stockholder specifying that Optionee shall purchase the total\nnumber of Shares held by such Stockholder and a date, which shall be a business\nday, and a place, which shall be in New York City, New York, for the closing of\nsuch purchase (the 'Stock Option Closing'). The Stock Option Closing shall be\ndelayed during such time as (I) any party shall be subject to a non-final order,\ndecree, ruling or action restraining, enjoining or otherwise prohibiting the\npurchase of the Shares pursuant to the Stock Option or (II) the waiting period,\nif any, under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as\namended, shall not have expired or been terminated.\n\n\n                                       2\n\n\n\n               (c) Upon receipt of the Exercise Notice, each Stockholder shall\nbe obligated to deliver to Optionee, and Optionee shall be obligated to purchase\n(and Parent shall cause Optionee to purchase), a certificate or certificates\nrepresenting the number of Shares held by such Stockholder (or to direct the\ndepositary for the Offer to so deliver such certificate or certificates), in\naccordance with the terms of this Agreement, on the later of the date specified\nin such Exercise Notice or the first business day on which the conditions\nspecified in Section 2.3 shall be satisfied. The date specified in such Exercise\nNotice may be as early as one business day after the date of such Exercise\nNotice but shall not be later than five (5) business days after the later of (i)\nthe date of such Exercise Notice, or (ii) the date all conditions under Section\n2.3 are satisfied.\n\n          2.3 Conditions to Delivery of the Shares. The obligation of the\nStockholders to deliver, and of the Optionee to pay for, the Shares upon\nexercise of the Stock Option is subject to the following conditions:\n\n               (a) All waiting periods under the Hart-Scott-Rodino Antitrust\nImprovements Act of 1976, as amended, applicable to the exercise of the Stock\nOption and the delivery of the Shares shall have expired or been terminated; and\n\n               (b) There shall be no permanent injunction or other order by any\ncourt of competent jurisdiction restricting, preventing or prohibiting the\nexercise of the Stock Option or the delivery of the Shares in respect of such\nexercise.\n\n          2.4 Stock Option Closing. At the Stock Option Closing, each\nStockholder will deliver to Optionee a certificate or certificates evidencing\nthe number of Shares owned by such Stockholder, each such certificate being duly\nendorsed in blank and accompanied by such stock powers and such other documents\nas may be necessary in Optionee's judgment to transfer record ownership of the\nShares into Optionee's name on the stock transfer books of the Company, and\nOptionee will purchase the delivered Shares at the Offer Price. All payments\nmade by Optionee to the Stockholders pursuant to this Section 2.4 shall be made\nby wire transfer of immediately available funds or by certified bank check\npayable to the Stockholders, in an amount for each Stockholder equal to the\nproduct of (a) the Offer Price and (b) the number of Shares delivered by such\nStockholder in respect of the Stock Option Closing.\n\n          2.5 Adjustments Upon Changes in Capitalization. In the event of any\nchange in the number of issued and outstanding shares of Common Stock by reason\nof any stock dividend, subdivision, merger, recapitalization, combination,\nconversion or exchange of shares, or any other change in the corporate or\ncapital structure of the Company (including, without limitation, the declaration\nor payment of an extraordinary dividend of cash or securities) which would have\nthe effect of diluting or otherwise adversely affecting Optionee's rights and\nprivileges under this Agreement, the number and kind of the shares and the\nconsideration payable in respect of the Shares shall be appropriately and\nequitably adjusted to restore to Optionee its rights and privileges under this\nAgreement. Without limiting the scope of the foregoing, in any such event, at\nthe option of Optionee, the Stock Option shall represent the right to purchase,\nin addition to the number and kind of Shares which Optionee would be entitled to\n\n\n                                       3\n\n\n\npurchase pursuant to the immediately preceding sentence, whatever securities,\ncash or other property the Shares subject to the Stock Option shall have been\nconverted into or otherwise exchanged for, together with any securities, cash or\nother property which shall have been distributed with respect to such Shares.\n\n          2.6 Tender of Shares by Stockholders in Connection with Tender Offer\nSuperior Proposal.\n\n               (a) Notwithstanding anything herein to the contrary, and\nnotwithstanding that the Stock Option has become exercisable pursuant to Section\n2.2 hereof, if at any time during the Exercise Period a tender offer pursuant to\nany Superior Proposal (the 'Superior Offer') is commenced, then, subject to the\nterms and conditions of this Section 2.6, on the last day of the offer period of\nthe Superior Offer such Stockholders shall tender their Shares in the Superior\nOffer. Concurrent therewith, if Optionee's tender offer is continuing at such\ntime, the Stockholders' Shares shall be released from Optionee's tender offer.\nSubject to the provisions of Section 2.6(d), Optionee's right to exercise the\nStock Option shall be suspended for so long as the Superior Offer shall not have\nexpired or been terminated or withdrawn and, subject to the terms of this\nSection 2.6, such right shall terminate simultaneously with the consummation of\nthe Superior Offer and receipt by the Stockholders of the consideration\ntherefor. Notwithstanding the foregoing, Optionee may elect, by written notice\nto the Stockholders at any time prior to the tender of such Shares into the\nSuperior Offer by the Stockholders, to require the Stockholders, on a pro rata\nbasis, to retain Shares in an amount, as determined by Optionee, up to 25% of\nthe then outstanding shares of Common Stock on a fully diluted basis (the\n'Minority Percentage'), whereupon the Stockholders shall not tender such amount\nof Shares in the Superior Offer and Optionee's right to exercise the Stock\nOption as to such Shares shall continue without limitation.\n\n               (b) In the event that the Superior Offer is consummated, as to\nShares tendered by the Stockholders in accordance with paragraph (a) of this\nSection 2.6, each Stockholder shall deliver to the Optionee that portion of the\nconsideration received by such Stockholder which is equal to the Incremental\nValue (as defined below) multiplied by the number of Shares tendered by such\nStockholder in connection with such Superior Proposal. The Incremental Value\nshall be determined as follows: If the consideration payable pursuant to the\nSuperior Offer is all cash, the Incremental Value shall equal the amount by\nwhich the offer price in such Superior Proposal exceeds the Offer Price. If the\nconsideration payable consists of cash and securities or only securities, the\nIncremental Value shall equal the amount by which (x) the sum of the cash, if\nany, plus the value of the securities received in the Superior Proposal (the\namount of such cash and the value of such securities being determined on a per\nshare basis) exceeds (y) the Offer Price. The value of any publicly-traded\nsecurities issued to the Stockholders upon consummation of the Superior Proposal\nshall be determined by reference to the closing price of such securities on the\ndate of consummation of the Superior Proposal. The value of any securities which\nhave not previously been publicly traded ('Newly Registered Securities') shall\nbe determined by reference to the average closing price of such securities over\nthe twenty (20) trading days following consummation of the Superior Proposal.\nEach Stockholder shall deliver to the Optionee the Incremental Value for each\nShare held by such Stockholder immediately upon receipt if the consideration is\ncash or cash and publicly-traded \n\n\n                                       4\n\n\n\nsecurities or, if the consideration includes Newly Registered Securities, upon\nthe later of receipt of the consideration or the date on which the value of the\nsecurities is determined. The Incremental Value shall be payable to Optionee in\ncash and securities in the same proportion as the cash and securities payable to\nthe Stockholders.\n\n               (c) If Optionee has required the Stockholders to retain the\nMinority Percentage, the Optionee will exercise the Stock Option with respect to\nthe Minority Percentage promptly upon the consummation of the Superior Offer.\n\n               (d) In the event that the Superior Offer expires or is terminated\nor withdrawn without purchase of the Shares tendered by the Stockholders, or if\nthe Stockholders breach their obligation to tender their Shares in the Superior\nOffer or withdraw the tender of such Shares in such Superior Offer, Optionee's\nright to exercise the Stock Option with respect to such Shares shall,\nsimultaneously with such expiration, termination, withdrawal or breach, be\nrestored.\n\n          2.7 Voting of Shares in Connection with Merger Superior Proposal.\n\n               (a) Notwithstanding the provisions of Section 5.1(a) and Section\n7, in the event that the Superior Proposal is structured as a merger which is\nnot preceded by a tender offer, the Stockholders shall be permitted to vote such\nStockholders' Shares in favor of such merger; provided, however, that Optionee\nmay elect, by written notice to the Stockholders, to require the Stockholders to\nabstain from voting in favor of the merger with respect to the Minority\nPercentage. Subject to the provisions of Section 2.7(c), Optionee's right to\nexercise the Stock Option shall be suspended so long as the Superior Proposal\ndescribed in this Section 2.7 shall not have expired or been terminated or\nwithdrawn and, subject to the terms of this Section 2.7, such right shall\nterminate simultaneously with the consummation of the Superior Proposal\ndescribed in this Section 2.7 and receipt by the Stockholders of the\nconsideration therefor.\n\n               (b) In the event that a Superior Offer described in this Section\n2.7 is consummated, each Stockholder shall pay to Optionee, at the time\ndetermined in accordance with Section 2.6(b), the Incremental Value (as\ndetermined in accordance with Section 2.6(b)) received by such Stockholder for\neach of such Stockholder's Shares.\n\n               (c) In the event that the Superior Offer described in this\nSection 2.7 expires or is terminated or withdrawn without purchase of the\nShares, or if the Stockholders fail to vote their Shares (other than the\nMinority Percentage if so directed by Optionee) in favor of such Superior Offer,\nOptionee's right to exercise the Stock Option with respect to such Shares, and\nthe restrictions on voting set forth in Section 5.1(a) and Section 7, shall,\nsimultaneously with such expiration, termination, withdrawal or breach, be\nrestored.\n\n          2.8 Tender Offer Upon Exercise of Stock Option. Parent and Sub hereby\nagree that, in the event that (pursuant to the Stock Option) Optionee purchases\nan amount of the Stockholders' Shares greater than the Minority Percentage, then\nas promptly as practicable (and in any event within five (5) business days\nthereafter), Sub will, and Parent will cause Sub to, make a tender offer to the\nstockholders of the Company for the remaining shares of Common \n\n\n                                       5\n\n\n\nStock (the consummation of which shall be subject only to the conditions that no\ncourt, arbitrator or governmental body, agency or official shall have issued any\norder, decree or ruling and there shall not be any statute, rule or regulation,\nenjoining or prohibiting the consummation of such tender offer) pursuant to\nwhich the stockholders of the Company (other than the Company, any direct or\nindirect subsidiary of the Company or Parent or Sub) will be entitled to receive\nan amount of cash consideration per share of Common Stock equal to the Offer\nPrice, and will take such actions as may be necessary or appropriate to\neffectuate, and purchase shares of Common Stock pursuant to, such tender offer\nat the earliest practicable time.\n\n          2.9 Termination. This Agreement will terminate and be of no further\nforce and effect if, as a result of the failure of any conditions to such Stock\nOption Closing to be satisfied, the Stock Option Closing shall not have occurred\nwithin one (1) year following delivery of the Exercise Notice; provided,\nhowever, that Optionee shall have the right, by delivery of written notice to\nthe Stockholders, to extend this Agreement for thirty (30) days if Optionee\nreasonably believes that any conditions to the Stock Option Closing which remain\nunsatisfied may be satisfied during such thirty (30) day period.\n\n     3. Representations and Warranties of Stockholders.\n\n     Each Stockholder severally (and not jointly), represents and warrants to\nParent and Sub that:\n\n          3.1 Power and Authority. Such Stockholder has all necessary power and\nauthority to enter into this Agreement and to sell, assign, transfer and deliver\nto Parent and\/or Sub, pursuant to the terms and conditions of this Agreement and\nthe Merger Agreement, the Shares legally and\/or beneficially owned by such\nStockholder (as set forth on Schedule I hereto).\n\n          3.2 No Other Rights. Except for this Agreement, there are no\noutstanding options, warrants or rights to purchase or acquire such Shares of\nsuch Stockholder.\n\n          3.3 Only Shares. Such Shares of such Stockholder subject to this\nAgreement are the only shares of Common Stock owned of record, or owned\nbeneficially with the power to sell, by such Stockholder.\n\n          3.4 Title. Except as specifically disclosed on Schedule 5.1 to the\nMerger Agreement, such Stockholder has, and upon the closing of the Offer, Sub\nshall receive good and marketable title to such Shares of such Stockholder, free\nand clear of all liens, claims, encumbrances and security interests of any\nnature whatsoever.\n\n          3.5 Validity. This Agreement is the legal, valid and binding agreement\nof such Stockholder enforceable against such Stockholder in accordance with its\nterms, except as enforcement may be limited by bankruptcy, insolvency,\nmoratorium or other similar laws relating to creditors' rights generally and\nexcept that the availability of equitable remedies, including specific\nperformance, is subject to the discretion of the court before which any\nproceeding therefor may be brought.\n\n\n                                       6\n\n\n\n          3.6 Non-Contravention. The execution and delivery of this Agreement\ndoes not, and the consummation of the transactions contemplated hereby and\ncompliance with the provisions hereof will not, conflict with, or result in any\nviolation of, or default (with or without notice or lapse of time, or both) by\nStockholder under, or give rise to a right of termination, cancellation or\nacceleration of any obligation under, or result in the creation of any lien,\nsecurity interest, charge or encumbrance upon any of the properties or assets of\nsuch Stockholder under, any provision of (i) the charter or organizational\ndocuments of such Stockholder, if any (ii) any loan or credit agreement, note,\nbond, mortgage, indenture, lease or other agreement, instrument, permit,\nconcession, franchise or license applicable to such Stockholder or (iii) any\njudgment, order, decree, statute, law, ordinance, rule or regulation applicable\nto such Stockholder or any of its properties or assets, other than, in the case\nof clauses (ii) and (iii), any such conflicts, violations, defaults, rights,\nliens, security interests, charges or encumbrances that, individually or in the\naggregate, would not materially impair the ability of such Stockholder to\nperform its obligations hereunder or prevent, limit or restrict the consummation\nof any of the transactions contemplated hereby.\n\n     4. Representations and Warranties of Parent and Sub. Parent and Sub hereby\nrepresent and warrant to each Stockholder as follows:\n\n          4.1 Power and Authority. Each of Parent and Sub has all necessary\npower and authority to enter into the Agreement and to purchase the Shares\npursuant to the terms and conditions of this Agreement and the Merger Agreement.\n\n          4.2 Sufficient Funds. Parent and\/or Sub has, or prior to the date of\nthe Stock Option Closing will have, all of the funds necessary to consummate the\ntransactions contemplated hereby on a timely basis and to pay any and all of its\nrelated fees and expenses.\n\n          4.3 Validity. This Agreement is the legal, valid and binding agreement\nof Parent and Sub enforceable against them in accordance with its terms, except\nas enforcement may be limited by bankruptcy, insolvency, moratorium or other\nsimilar laws relating to creditors' rights generally and except that the\navailability of equitable remedies, including specific performance, is subject\nto the discretion of the court before which any proceeding therefor may be\nbrought.\n\n          4.4 Non-Contravention. The execution and delivery of this Agreement\ndoes not, and the consummation of the transactions contemplated hereby and\ncompliance with the provisions hereof will not, conflict with, or result in any\nviolation of, or default (with or without notice or lapse of time, or both)\nunder, or give rise to a right of termination, cancellation or acceleration of\nany obligation under, or result in the creation of any lien, security interest,\ncharge or encumbrance upon any of the properties or assets of Parent, Sub or any\nof Parent's other subsidiaries which are both owned directly or indirectly by\nParent and which directly or indirectly owns Sub ('Owning Subs') under, any\nprovision of (i) the Charter or Bylaws of Parent (or any comparable\norganizational documents) or any provision of the comparable charter or\norganizational documents of Sub or any Owning Sub, (ii) any loan or credit\nagreement, note, \n\n\n                                       7\n\n\n\nbond, mortgage, indenture, lease or other agreement, instrument, permit,\nconcession, franchise or license applicable to Parent, Sub or any Owning Sub or\n(iii) any judgment, order, decree, statute, law, ordinance, rule or regulation\napplicable to Parent, Sub or any Owning Sub or any of their respective\nproperties or assets, other than, in the case of clauses (ii) or (iii), any such\nconflicts, violations, defaults, rights, liens, security interests, charges or\nencumbrances that, individually or in the aggregate would not have a Parent\nMaterial Adverse Effect (as defined in the Merger Agreement), materially impair\nthe ability of Parent or Sub to perform its obligations hereunder or prevent,\nlimit or restrict the consummation of any of the transactions contemplated\nhereby.\n\n     5. Covenants of Stockholders.\n\n          5.1 No Disposition or Encumbrance of Shares; No Acquisition of Shares.\n(a) Each Stockholder severally (and not jointly) covenants and agrees that,\nexcept as contemplated by this Agreement, no Stockholder shall, and no\nStockholder shall offer or agree to, sell, transfer, tender, assign, hypothecate\nor otherwise dispose of, or create any security interest, lien, claim, pledge,\noption, right of first refusal, agreement, limitation on such Stockholder's\nvoting rights, charge or other encumbrance of any nature whatsoever with respect\nto the Shares now legally and\/or beneficially owned by, or that may hereafter be\nacquired by, such Stockholder. Each Stockholder severally (and not jointly)\nagrees that such Stockholder shall not grant any proxy or power of attorney with\nrespect to the voting of Shares (each a 'Voting Proxy') to any person except to\nvote in favor of any of the transactions contemplated by this Agreement or the\nMerger Agreement. Each Stockholder hereby represents and warrants that such\nStockholder has granted no Voting Proxy which is currently (or which will\nhereafter become) effective with respect to Shares owned by such Stockholder\nexcept Voting Proxies, if any, granted to another Stockholder, and if such\nStockholder has granted a Voting Proxy to any person other than a Stockholder,\nsuch Voting Proxy is hereby revoked. No Voting Proxy shall be given or written\nconsent executed by such Stockholder after the date hereof with respect to such\nStockholder's Shares (and if given or executed, shall not be effective) so long\nas this Agreement remains in effect; provided, however, that such Stockholder\nmay hereafter grant Voting Proxies in furtherance of such Stockholder's\nobligations under Section 7.1 hereof.\n\n               (b) Each Stockholder hereby severally (and not jointly) covenants\nand agrees that it shall not, and shall not offer to agree to, acquire any\nadditional shares of Common Stock, or options, warrants or other rights to\nacquire shares of Common Stock (except upon exercise of stock options presently\nheld by such Stockholder), without the prior written consent of Parent or Sub.\n\n          5.2 No Solicitation of Transactions. Each Stockholder shall\nimmediately cease any existing discussions or negotiations, if any, with any\nparties conducted heretofore with respect to any acquisition or exchange of all\nor any material portion of the assets of, or any equity interest in, the Company\nor any of its subsidiaries or any business combination with the Company or any\nof its subsidiaries. From and after the date hereof, no Stockholder shall,\ndirectly or indirectly, solicit or initiate any takeover proposal or offer from\nany person, or (except to the extent permitted by the last sentence of Section\n5.2 of the Merger Agreement) engage in discussions or negotiations relating\nthereto (including by way of furnishing information). Each \n\n\n                                       8\n\n\n\nStockholder shall promptly advise Parent of the receipt of any Alternative\nProposal (as defined in the Merger Agreement). Notwithstanding anything to the\ncontrary contained herein, the provisions of this Section 5.2 shall not limit or\nrestrict in any manner whatsoever any Stockholder's actions or conduct as a\ndirector or representative of the Company.\n\n          5.3 Stockholders' Representative. Each Stockholder hereby appoints\nMark L. Nelson as Stockholders' Representative to act as Stockholders'\nRepresentative for purposes of giving and receiving notices under this\nAgreement.\n\n     6. Covenants of Parent and Sub.\n\n          6.1 No Sale. Neither Parent nor Sub will sell, offer to sell or\notherwise dispose of the Shares in violation of the Securities Act of 1933, as\namended.\n\n          6.2 Performance. Parent and Sub shall perform in all material respects\nall of their respective obligations under the Merger Agreement.\n\n     7. Voting Agreement: Proxy of Stockholder.\n\n          7.1 Voting Agreement. (a) Each Stockholder hereby severally (and not\njointly) agrees that, during the time this Agreement is in effect, at any\nmeeting of the stockholders of the Company, however called, and in any action by\nwritten consent of the stockholders of the Company, such Stockholder shall (i)\nvote all of the Shares legally and\/or beneficially owned by such Stockholder in\nfavor of the Merger, the Merger Agreement (as amended from time to time) and any\nof the transactions contemplated by the Merger Agreement; (ii) vote such Shares\nagainst any action or agreement that would result in a breach in any material\nrespect of any covenant, representation or warranty or any other obligation of\nthe Company under the Merger Agreement; and (iii) vote the Shares against any\naction or agreement that would materially impede, interfere with or attempt to\ndiscourage the Offer or the Merger.\n\n               (b) Each Stockholder hereby severally (and not jointly) further\nagrees that, if the Merger Agreement shall terminate solely by reason of the\nCompany's exercise of its termination rights pursuant to Section 7.1(c)(i)(a) or\n(b) of the Merger Agreement and for as long as the Exercise Period has not\nended, such Stockholder (i) shall attend or otherwise participate in all duly\ncalled stockholder meetings and in all actions by written consent of\nstockholders, (ii) shall not, without the prior written consent of Parent or\nSub, vote any of such Shares in favor of any actions requiring stockholder\napproval which are described in Section 5 of the Merger Agreement and (iii)\nshall otherwise vote such Shares, and use its reasonable efforts in its capacity\nas stockholder of the Company, to prevent the actions prohibited by Section 5 of\nthe Merger Agreement.\n\n          7.2 Irrevocable Proxy. In the event that any Stockholder shall breach\nits covenant set forth in Section 7.1, such Stockholder (without any further\naction on such Stockholder's part) shall be deemed to have hereby irrevocably\nappointed Parent as the attorney-in-fact and proxy of such Stockholder, with\nfull power of substitution, to vote, and otherwise act \n\n\n                                       9\n\n\n\n(by written consent or otherwise) with respect to all shares of Common Stock\n(including the Shares) that such Stockholder is entitled to vote at any meeting\nof stockholders of the Company (whether annual or special and whether or not an\nadjourned or postponed meeting) or consent in lieu of any such meeting or\notherwise to vote such shares as set forth in Section 7.1 above; provided that\nin any such vote or other action pursuant to such proxy, Parent shall not have\nthe right (and such proxy shall not confer the right) to vote to reduce the\nOffer Price or the Merger Consideration (as defined in the Merger Agreement) or\nto otherwise modify or amend the Merger Agreement to reduce the rights or\nbenefits of the Company or any stockholders of the Company (including the\nStockholders) under the Offer or the Merger Agreement or to reduce the\nobligations of Parent and\/or Sub thereunder; and provided further, that this\nproxy shall irrevocably cease to be in effect at any time that (x) the Offer\nshall have expired or terminated without any shares of Common Stock being\npurchased thereunder, in violation of the terms of the Offer or the Merger\nAgreement or (y) Parent or Sub shall be in violation of the terms of this\nAgreement. THIS PROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN\nINTEREST AND IS EXECUTED AND INTENDED TO BE IRREVOCABLE IN ACCORDANCE WITH THE\nPROVISIONS OF SECTION 212(e) OF THE DELAWARE GENERAL CORPORATION LAW. Each\nStockholder shall execute and deliver to Parent any proxy cards that such\nStockholder receives to vote in favor of the consummation of the Merger. Parent\nshall deliver to the Secretary of the Company any such proxy cards received by\nit at any meeting called to approve the consummation of the Merger.\n\n     8. Transfer of Options. Each of the Stockholders identified on Schedule I\nhereto as holding options to purchase shares of Common Stock of the Company\n(each a 'Company Option') severally (and not jointly) agrees that so long as\nthis Agreement shall remain in effect, such Stockholder (for purposes of this\nSection 8, an 'Optionholder') will not transfer any Company Options held by such\nOptionholder; provided, however, that at the Effective Time, (as defined in the\nMerger Agreement) each Optionholder agrees to accept an amount in respect of\nsuch Company Options equal to the product of (A) the excess, if any, of the\nOffer Price over the per share exercise price of each such Company Option and\n(B) the number of Shares subject thereto (such payment to be net of applicable\nwithholding taxes) and each such Company Option shall thereafter be canceled.\n\n     9. Indemnification\n\n          9.1 Agreement to Indemnify. Notwithstanding the provisions of Section\n8.2 of the Merger Agreement regarding the non-survival of the Company's\nrepresentations and warranties contained in the Merger Agreement, Mark L. Nelson\n(the 'Indemnitor') agrees as follows:\n\n               (a) To indemnify, defend and hold harmless Parent and Sub (each,\nan 'Indemnified Party') and their affiliates (including any officer, director,\nstockholder, partner, member, employee, agent or representative of any thereof)\n(each a 'Parent Affiliate') to the extent provided in Section 9.5 from and\nagainst all assessments, losses, damages, liabilities, costs and expenses,\nincluding without limitation interest, penalties and reasonable fees and\nexpenses of legal counsel chosen by Parent, Sub or Parent Affiliate\n(collectively, 'Damages'), imposed upon \n\n\n                                       10\n\n\n\nor incurred by Parent, Sub or any Parent Affiliate arising out of or in\nconnection with or resulting from any breach of any representation or warranty\nof the Company, or nonfulfillment, at any time prior to the consummation of the\nOffer, of any covenant or agreement by the Company, in each case contained in or\nmade pursuant to the Merger Agreement or any Schedule thereto, or any\ncertificate furnished or to be furnished to Parent or Sub thereunder.\n\n               (b) The Indemnitor shall reimburse an Indemnified Party promptly\nafter delivery of an Indemnification Notice certifying that the Indemnified\nParty has incurred Damages after compliance with the terms of this Section 9,\nprovided, however, that the Indemnitor shall have the right to contest any such\nDamages in good faith.\n\n               (c) Notwithstanding anything herein to the contrary, Indemnitor\nshall have no indemnification obligations hereunder unless Parent and Sub have\nconsummated the Offer or have purchased the Shares pursuant to the Stock Option.\n\n          9.2 Notice of Damages. An Indemnified Party will give the Indemnitor\nprompt notice (hereinafter, the 'Indemnification Notice') of any demands,\nclaims, actions or causes of action (collectively, 'Claims') asserted against\nthe Indemnified Party. Failure to give such notice shall not relieve the\nIndemnitor of any obligations which the Indemnitor may have to the Indemnified\nParty under this Section 9, except to the extent that such failure has\nmaterially adversely prejudiced the Indemnitor under the provisions for\nindemnification contained in this Agreement.\n\n          9.3 Conditions of Indemnification of Third Party Claims. The\nobligations and liabilities of Indemnitor under Section 9.1 hereof with respect\nto Damages resulting from Claims by persons not party to the Merger Agreement\nshall be subject to the following terms and conditions:\n\n               (a) The Indemnified Party will have the right (upon further\nnotice to the Indemnitor) to undertake the defense, compromise or settlement of\nsuch Claim for the account of the Indemnitor, subject to the right of the\nIndemnitor to participate in the defense of such Claim pursuant to the terms of\nparagraph (b) of this Section 9.3 at any time prior to settlement, compromise or\nfinal determination thereof.\n\n               (b) After delivery of an Indemnification Notice in respect of a\nClaim and subject to paragraph (c) of this Section 9.3, the Indemnitor may\nelect, by written notice to the Indemnified Party, to participate in the defense\nthereof with counsel reasonably satisfactory to the Indemnified Party. If the\nIndemnitor chooses to participate in the defense of any claim, the Indemnified\nParty shall cooperate with all reasonable requests of the Indemnitor and shall\nmake available to the Indemnitor any books, records or other documents within\nits control that are necessary or appropriate for such defense.\n\n               (c) The Indemnitor shall not, without written consent of all\nIndemnified Parties, settle or compromise any Claim or consent to entry of any\njudgment which does not include as an unconditional term thereof the release by\nthe claimant or the plaintiff of all \n\n\n                                       11\n\n\n\nIndemnified Parties from all liability arising from events which allegedly give\nrise to such Claim.\n\n               (d) Until such time as the amount of Damages incurred by the\nIndemnified Party exceeds $5,000,000, all fees and expenses of counsel selected\nby Indemnitor incurred in participating in the defense of such Claim shall be\nborne solely by Indemnitor. From and after such time as the amount of Damages\nincurred by the Indemnified Party exceeds $5,000,000, subject to paragraph (e)\nof this Section 9.3, the reasonable fees and expenses of counsel to Indemnitor\nthereafter incurred, together with the reasonable fees and expenses of counsel\nto Indemnitor incurred by Indemnitor prior to such time as the Damages of the\nIndemnified Party exceed $5,000,000, shall be considered additional Damages for\npurposes of this Section 9.\n\n               (e) If the Indemnified Party desires not to defend any Claim or\nto settle or compromise any Claim or consent to entry of any judgment with\nrespect to such Claim, the Indemnified Party shall provide written notice (the\n'Proposed Settlement Notice') to the Indemnitor of such desire, which Proposed\nSettlement Notice shall state the amount of Damages which the Indemnified Party\nis prepared to incur as a result of such settlement, compromise or entry of\njudgment (the 'Proposed Damage Limit'). Indemnitor shall have the right, by\nwritten notice to the Indemnified Party within ten (10) days after receipt of\nthe Proposed Settlement Notice, to assume the defense of such Claim and to\nemploy its own counsel in the defense of such Claim; provided, however, that\nupon the final determination of Damages with respect to such Claim, any Damages\n(including counsel fees and expenses) in excess of the Proposed Damage Limit\nshall be borne solely by Indemnitor and shall not be considered Damages for\npurposes of making any determinations pursuant to Section 9.5 as to the amount\nfor which Indemnitor may be responsible.\n\n          9.4 Limitation on Indemnification. Notwithstanding anything to the\ncontrary provided elsewhere in the Merger Agreement, the obligations of any\nIndemnitor under this Agreement to indemnify any Indemnified Party with respect\nto any Claim pursuant to Section 9.2 shall be of no force and forever barred\nunless the Indemnified Party has given the Indemnitor notice of such claim prior\nto such date which is eighteen (18) months after the consummation of the Offer\nor the Stock Option Closing, as the case may be. In any event, the parties shall\nfully cooperate with each other and their respective counsel in accordance with\nSection 9.3 in connection with any such litigation, defense, settlement or other\nattempted resolution.\n\n          9.5 Limitation upon Indemnification Obligations. Indemnitor shall not\nbe required to indemnify any Indemnified Party until such time as the Damages in\nthe aggregate equal or exceed five million dollars ($5,000,000.00). Thereafter,\nIndemnitor's indemnification obligations hereunder shall apply to 100% of the\nnext $5,000,000 of Damages, and 50% of the next $20,000,000 of Damages. No\nindemnification shall be required by Indemnitor for any Damages in the aggregate\nin excess of $30,000,000 (i.e., Indemnitor's maximum liability for Damages under\nthis Section 9 shall not exceed $15,000,000).\n\n     10. Effectiveness: Termination: No Survival. This Agreement shall become\neffective as to each Stockholder upon its execution by such Stockholder, Parent\nand Sub hereto and upon \n\n\n                                       12\n\n\n\nthe execution of the Merger Agreement. This Agreement may be terminated as to\neach Stockholder at any time by mutual written consent of such Stockholder,\nParent and Sub. Other than the Stock Option, which shall be governed by Section\n2, and the indemnification provisions which shall be governed by Section 9, this\nAgreement shall terminate (including without limitation the provisions of\nSection 1), without any action by the parties hereto, on the date on which the\nMerger Agreement terminates in accordance with its terms. No such termination\nshall relieve any party from liability for any breach of this Agreement. The\nrepresentations and warranties of the parties set forth in Sections 3 and 4\nhereof shall not survive the termination of this Agreement (except that if the\nStock Option is duly exercised, Sections 3.1, 3.2, 3.4 and 3.5 shall survive the\nexercise of the Stock Option and the purchase of the Shares pursuant thereto,\nregardless of any investigation made by Parent or Sub).\n\n     11. Miscellaneous.\n\n          11.1 Notices. Any notice request, instruction or other document to be\ngiven hereunder by any party to the other parties shall be in writing and\ndelivered personally or sent by overnight courier, registered or certified mail,\npostage prepaid, or by facsimile transmission (with a confirming copy sent by\novernight courier), as follows:\n\n           If to Parent or Sub, to:\n\n                       Wolters Kluwer United States Inc.\n                       161 North Clark Street\n                       48th Floor\n                       Chicago, Illinois 60601\n                       Attention:  Mr. Bruce C. Lenz,\n                                   Executive Vice President\n                       (312) 425-7020 (telephone)\n                       (312) 425-0233 (telecopier)\n\n\n           with a copy to:\n\n                       Pryor Cashman Sherman &amp; Flynn LLP\n                       410 Park Avenue\n                       New York, New York 10022\n                       Attention:  Arnold J. Schaab, Esq.\n                       (212) 326-0168 (telephone)\n                       (212) 326-0806 (telecopier)\n\n\n           If to the Stockholders, to the Stockholders' Representative at:\n\n                       Mr. Mark L. Nelson\n                       Ovid Technologies, Inc.\n                       333 Seventh Avenue\n                       New York, New York 10001\n\n\n                                       13\n\n\n\n                       (212) 536-3006 (telephone)\n                       (212) 563-3784 (telecopier)\n\n\n           with a copy to:\n\n                       Fulbright &amp; Jaworski L.L.P.\n                       666 Fifth Avenue\n                       New York, New York 10103-3198\n                       Attention: Paul Jacobs, Esq.\n                       (212) 318-3000 (telephone)\n                       (212) 752-5958 (telecopier)\n\n          11.2 Waiver and Amendment. Any provision of this Agreement may be\nwaived at any time by the party which is entitled to the benefits thereof and\nthis Agreement may be amended or supplemented at any time. No such waiver,\namendment or supplement shall be effective unless in writing and signed by the\nparty sought to be bound thereby.\n\n          11.3 No Prior Agreements. This Agreement and the Merger Agreement\ncontain the entire agreement, and supersede all other prior agreements and\nunderstandings, both written and oral, among the parties hereto with respect to\nthe subject matter hereof. This Agreement is not intended to confer upon any\nother person any rights or remedies hereunder.\n\n          11.4 Successors and Assigns. This Agreement shall not be assignable,\nexcept that Parent or Sub may assign its rights under this Agreement to another\ndirect or indirect wholly-owned subsidiary of Parent, but such assignment shall\nnot relieve Parent or Sub of their respective obligations hereunder. This\nAgreement shall be binding upon, inure to the benefit of and be enforceable by\nand against the parties hereto and their successors (including heirs,\nadministrators and executors of individuals) and permitted assigns.\n\n          11.5 Remedies. Parent and Sub, on the one hand, and the Stockholders,\non the other hand, each acknowledge and agree that the other would be\nirreparably damaged in the event any of the provisions of this Agreement were\nnot performed by the other in accordance with their specific terms or were\notherwise breached. It is accordingly agreed that each party shall be entitled\nto an injunction or injunctions to redress the breaches of this Agreement and to\nspecifically enforce the terms and provisions hereof in any action instituted in\nany court of the United States or any state thereof having jurisdiction, in\naddition to any other remedy to which such party may be entitled at law or in\nequity.\n\n          11.6 Expenses. Each of the parties shall pay its own expenses in\nconnection with the negotiation, execution and performance of the Agreement.\n\n          11.7 Counterparts. This Agreement and any amendments hereto may be\nexecuted in two or more counterparts, each of which shall be considered to be an\noriginal, both of which together shall constitute the same instrument.\n\n\n                                       14\n\n\n\n          11.8 Governing Law. This Agreement shall be governed by and construed\nin accordance with the laws of the state of Delaware, without regard to the\nprinciples of conflicts of laws.\n\n          11.9 Severability. If any term, provision, covenant or restriction of\nthis Agreement is held by a court of competent jurisdiction to be invalid, void\nor unenforceable, the remainder of the terms, provisions, covenants and\nrestrictions of this Agreement shall remain in full force and effect and shall\nin no way be affected, impaired or invalidated.\n\n     12. Effect of Headings. The section headings herein are for convenience\nonly and shall not affect the meaning or interpretation of this Agreement.\n\n\n                                       15\n\n\n\n     IN WITNESS WHEREOF, the parties have executed this Agreement to take effect\nas of the date set forth above.\n\n                                  WOLTERS KLUWER U.S. CORPORATION\n\n                                  By:    \/s\/ PETER W. VAN WEL\n                                     -----------------------------\n                                         Name: Peter W. van Wel\n                                         Title: President\n\n\n                                  OTI ACQUISITION CORP.\n\n                                  By:    \/s\/ BRUCE C. LENZ\n                                     ----------------------------\n                                         Name: Bruce C. Lenz\n                                         Title: President\n\n\n                                  STOCKHOLDERS\n\n\n                                  \/s\/ MARK L. NELSON\n                                  ------------------------------------------\n                                  Mr. Mark L. Nelson\n\n\n                                  \/s\/ CARLEEN NELSON\n                                  ------------------------------------------\n                                  Ms. Carleen Nelson\n\n\n                                  \/s\/ DEBORAH HULL\n                                  ------------------------------------------\n                                  Ms. Deborah Hull\n\n\n                                  \/s\/ MARTIN KAHN\n                                  ------------------------------------------\n                                  Mr. Martin Kahn\n\n\n                                       16\n\n\n\n                                  STOCKHOLDERS\n\nNAME                        NUMBER OF SHARES HELD        NUMBER OF OPTIONS HELD\n----                        ---------------------        ----------------------\n\nMr. Mark L. Nelson               4,060,000                      46,000\n\nMs. Carleen Nelson                  10,630                     545,500\n\nMs. Deborah Hull                        0                      163,500\n\nMr. Martin Kahn                         0                      295,500\n\n\n                                       17\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8436],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9622,9626],"class_list":["post-43641","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-ovid-technologies-inc","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\/43641","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=43641"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43641"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43641"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43641"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}