{"id":43713,"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-purchase-agreement-the-thomson-corp-and-the-winns.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-purchase-agreement-the-thomson-corp-and-the-winns","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/stock-purchase-agreement-the-thomson-corp-and-the-winns.html","title":{"rendered":"Stock Purchase Agreement &#8211; The Thomson Corp. and the Winns"},"content":{"rendered":"<pre>\n            STOCK PURCHASE AGREEMENT, dated as of January 12, 1998 (this\n'Agreement'), among THE THOMSON CORPORATION, a corporation incorporated under\nthe laws of Ontario, Canada ('Parent'), SABRE ACQUISITION, INC., a Delaware\ncorporation and a wholly owned subsidiary of Parent ('Purchaser'), and the\nstockholders whose names appear on the signature pages of this Agreement (each a\n'Stockholder' and collectively the 'Stockholders').\n\n            WHEREAS, Parent and Purchaser have entered into an Agreement and\nPlan of Merger, dated as of the date hereof (the 'Merger Agreement'; capitalized\nterms used but not otherwise defined in this Agreement have the meanings\nassigned to such terms in the Merger Agreement), with Computer Language\nResearch, Inc., a Texas corporation (the 'Company'), which provides, upon the\nterms and subject to the conditions set forth therein, for the merger of\nPurchaser with and into the Company (the 'Merger');\n\n            WHEREAS, as of the date hereof, the Stockholders own (beneficially\nor of record), in the aggregate, 10,786,812 issued and outstanding shares of\nCommon Stock, par value $.01 per share, of the Company ('Company Common Stock');\nand\n\n            WHEREAS, as a condition to the willingness of Parent and Purchaser\nto enter into the Merger Agreement, Parent and Purchaser have required that the\nStockholders agree, and in order to induce Parent and Purchaser to enter into\nthe Merger Agreement, the Stockholders have agreed as set forth below, to sell\nto Purchaser, and Purchaser has agreed to purchase, all the issued and\noutstanding shares of Company Common Stock now owned (beneficially or of record)\nand which may hereafter be acquired by the Stockholders (the 'Shares').\n\n            NOW, THEREFORE, in consideration of the foregoing and the mutual\ncovenants and agreements contained herein, and intending to be legally bound\nhereby, the parties hereto hereby agree as follows:\n\n                                    ARTICLE I\n\n                                PURCHASE AND SALE\n\n            SECTION 1.01. Purchase and Sale. Upon the terms and subject to the\nconditions set forth in this Agreement, each Stockholder hereby agrees to sell\nto Purchaser, and Purchaser hereby agrees to purchase from each Stockholder, all\nof the Shares held by such Stockholder at a price per Share equal to $22.50 (or,\nif higher, the highest price paid for any share of Company Common Stock pursuant\nto the Offer) (the 'Purchase Price').\n\n            SECTION 1.02. Conditions to Closing; Closing. The obligation of the\nStockholders and Purchaser to consummate the purchase and sale of the Shares\nhereunder is subject to the satisfaction of the following conditions: (a) any\napplicable waiting periods\n\n\n(and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements\nAct of 1976, as amended, and the rules and regulations promulgated thereunder\n(the 'HSR Act') with respect to the purchase and sale of the Shares hereunder\nshall have expired or been terminated and (b) no preliminary or permanent\ninjunction or law, rule, regulation, order, decree or ruling issued by any\nUnited States or Canadian federal, state, provincial or local court or\ngovernmental or regulatory authority of competent jurisdiction prohibiting the\npurchase and sale of the Shares hereunder shall be in effect. The obligation of\nPurchaser to consummate the purchase of the Shares hereunder is further subject\nto the satisfaction of the following conditions: (a) the representations and\nwarranties of the Company in the Merger Agreement and of the Stockholders in\nthis Agreement that are qualified as to materiality shall have been true and\ncorrect and such representations and warranties that are not so qualified shall\nhave been true and correct in all material respects, in each case as of the date\nof this Agreement, except in the case of any representation and warranty that\nspeaks as of a particular date, which shall be true and correct or true and\ncorrect in all material respects, as applicable, as of such date, (b) the\nCompany shall have performed in all material respects its obligations, and\ncomplied in all material respects with its covenants and agreements, under the\nMerger Agreement, (c) the Stockholders shall have performed in all material\nrespects their obligations, and complied in all material respects with their\ncovenants and agreements, under this Agreement, (d) each of the Offer Conditions\nshall have been satisfied or waived by Purchaser, (e) either Purchaser shall\nhave accepted shares of Company Common Stock for payment pursuant to the Offer\nor the Offer shall have expired or been terminated without the purchase of any\nshares of Company Common Stock pursuant thereto and (f) the Merger Agreement\nshall not have been terminated pursuant to paragraphs (a), (b) or (c) of Section\n8.01 of the Merger Agreement. The obligation of the Stockholders to consummate\nthe sale of the Shares hereunder is further subject to the satisfaction of the\nfollowing condition: the Merger Agreement shall not have been terminated\npursuant to Section 8.01 of the Merger Agreement. Upon the terms and subject to\nthe conditions set forth herein, the closing of the purchase and sale of the\nShares hereunder (the 'Closing') shall take place at the offices of Locke\nPurnell Rain Harrell, 2200 Ross Avenue, Suite 2200, Dallas, Texas immediately\nfollowing the termination or expiration of the Offer or at such other time and\nplace as may be agreed in writing by Purchaser and the Stockholders.\n\n            SECTION 1.03. Payment for and Delivery of Certificates. At the\nClosing, (a) Purchaser shall pay the aggregate Purchase Price for the Shares by\nwire transfer in immediately available funds to an account or accounts\ndesignated by the Stockholders by written notice to Purchaser and (b) the\nStockholders shall deliver to Purchaser a certificate or certificates evidencing\nthe Shares, duly endorsed in blank, or with appropriate stock powers, duly\nexecuted in blank, in proper form for transfer, with the signature of the\nStockholders thereon guaranteed, and with all applicable taxes paid or provided\nfor. Notwithstanding the provisions of this Section 1.03 or the last sentence of\nSection 1.02, in the event Purchaser shall accept for payment and pay for shares\nof Company Common Stock tendered pursuant to the Offer, then Purchaser shall\neffect payment for the Shares in immediately available funds not later than the\nnext business day after such acceptance occurs.\n\n\n                                       2\n\n\n            SECTION 1.04. Payment in the Event of Certain Purchases. If the\nClosing shall have occurred and Parent or any of its affiliates shall, within 12\nmonths after the Closing, acquire any shares of Company Common Stock for a per\nshare amount greater than the Purchase Price, then Purchaser shall promptly pay\nto the Stockholders an amount in cash equal to (i) the difference between the\nhighest per share amount so paid and the Purchase Price multiplied by (ii) the\nnumber of Shares.\n\n                                   ARTICLE II\n\n                        REPRESENTATIONS AND WARRANTIES OF\n                                THE STOCKHOLDERS\n\n            Each Stockholder, as to himself, herself or itself, as the case may\nbe, hereby represents and warrants to Purchaser as follows:\n\n            SECTION 2.01. Due Organization, Authorization, Etc. Such\nStockholder, if it is a limited partnership, (i) is a limited partnership duly\norganized, validly existing and in good standing under the laws of the\njurisdiction of its organization, (ii) has all requisite partnership power and\nauthority to execute and deliver this Agreement and to consummate the\ntransactions contemplated hereby and (iii) the execution and delivery of this\nAgreement and the consummation of the transactions contemplated hereby have been\nduly authorized by all necessary action on the part of such Stockholder. Such\nStockholder, if it is a trust, (i) is duly formed as a trust under the laws of\nthe jurisdiction of its formation and its trust agreement is valid and in full\nforce and effect, (ii) has all requisite power and authority under its trust\ninstruments to execute and deliver this Agreement and to consummate the\ntransactions contemplated hereby and (iii) the execution and delivery of this\nAgreement and the consummation of the transactions contemplated hereby have been\nduly authorized by all necessary action on the part of such Stockholder. Such\nStockholder, if it is an individual, has all legal capacity to execute and\ndeliver this Agreement and to consummate the transactions contemplated hereby.\nThis Agreement has been duly executed and delivered by or on behalf of such\nStockholder and, assuming its due authorization, execution and delivery by\nPurchaser, constitutes a legal, valid and binding obligation of such\nStockholder, enforceable against such Stockholder in accordance with its terms.\n\n            SECTION 2.02. No Conflicts; Required Filings and Consents. (a) The\nexecution and delivery of this Agreement by such Stockholder do not, and the\nperformance of this Agreement by such Stockholder will not, (i) conflict with or\nviolate the organizational documents of such Stockholder (if any), (ii) subject\nto the matters referred to in Section 2.02(b), conflict with or violate any law,\nrule, regulation, order, judgment or decree applicable to such Stockholder or by\nwhich it or any of its, his or her properties is bound or affected, or (iii)\nresult in any breach of or constitute a default (or an event that with notice or\nlapse of time or both would become a default) under, or give to another party\nany rights of termination, amendment, acceleration or cancellation of, or result\nin the creation of a lien or\n\n\n                                       3\n\n\nencumbrance on any of the property or assets of such Stockholder, including,\nwithout limitation, the Shares, pursuant to, any note, bond, mortgage,\nindenture, contract, agreement, lease, license, permit, franchise or other\ninstrument or obligation to which such Stockholder is a party or by which such\nStockholder or any of its, his or her properties is bound or affected, except\nfor any such breaches, defaults or other occurrences that would not prevent or\ndelay the performance in any material respect by such Stockholder of its\nobligations under this Agreement.\n\n            (b) The execution and delivery of this Agreement by such Stockholder\ndo not, and the performance of this Agreement by such Stockholder will not,\nrequire any consent, approval, authorization or permit of, or filing with or\nnotification to, any governmental or regulatory authority, domestic or foreign,\nexcept (i) for applicable requirements, if any, of the Securities Exchange Act\nof 1934, as amended, and the rules and regulations thereunder (the 'Exchange\nAct'), the Securities Act of 1933, as amended, state securities laws and the HSR\nAct and (ii) where the failure to obtain such consents, approvals,\nauthorizations or permits, or to make such filings or notifications, would not\nprevent or delay the performance in any material respect by such Stockholder of\nits obligations under this Agreement.\n\n            SECTION 2.03. Title to Shares. Except as set forth in Schedule A\nhereto, such Stockholder is the record and beneficial owner of the Shares held\nby him, her or it, as the case may be (it being understood that the\nbeneficiaries of Stockholders that are trusts and the partners of Stockholders\nthat are partnerships may be deemed the beneficial owners of Shares held by such\nentities), free and clear of any pledge, lien, security interest, charge, claim,\nequity, option, proxy, voting restriction, right of first refusal or other\nlimitation on disposition or encumbrance of any kind ('Encumbrances'), other\nthan (i) pursuant to this Agreement and (ii) Encumbrances that will be\nterminated prior to or concurrently with the Closing. Such Stockholder has full\nright, power and authority to sell, transfer and deliver such Shares pursuant to\nthis Agreement. Upon delivery of such Shares and payment of the Purchase Price\ntherefor as contemplated herein, Purchaser will receive good and valuable title\nto such Shares of such Stockholder, free and clear of all Encumbrances arising\nfrom the ownership of such Shares, or otherwise created, by such Stockholder.\n\n                                   ARTICLE III\n\n                        REPRESENTATIONS AND WARRANTIES OF\n                                    PURCHASER\n\n            Parent and Purchaser hereby represent and warrant to the\nStockholders as follows:\n\n            SECTION 3.01. Due Organization, etc. Each of Parent and Purchaser is\na corporation duly organized, validly existing and in good standing under the\nlaws of the\n\n\n                                       4\n\n\njurisdiction of its incorporation. Each of Parent and Purchaser has all\nrequisite corporate power and authority to execute and deliver this Agreement\nand to consummate the transactions contemplated hereby. The execution and\ndelivery of this Agreement and the consummation of the transactions contemplated\nhereby have been duly authorized by all necessary corporate action on the part\nof each of Parent and Purchaser. This Agreement has been duly executed and\ndelivered by or on behalf of each of Parent and Purchaser and, assuming its due\nauthorization, execution and delivery by the Stockholders, constitutes a legal,\nvalid and binding obligation of each of Parent and Purchaser, enforceable\nagainst each of Parent and Purchaser in accordance with its terms.\n\n            SECTION 3.02. No Conflicts; Required Filings and Consents. (a) The\nexecution and delivery of this Agreement by each of Parent and Purchaser do not,\nand the performance of this Agreement by each of Parent and Purchaser will not,\n(i) conflict with or violate the Certificate of Incorporation or By-Laws of\nParent or Purchaser, (ii) conflict with or violate any law, rule, regulation,\norder, judgment or decree applicable to Parent or Purchaser or by which it or\nany of its properties is bound or affected, or (iii) result in any breach of or\nconstitute a default (or an event that with notice or lapse of time or both\nwould become a default) under, or give to another party any rights of\ntermination, amendment, acceleration or cancellation of, or result in the\ncreation of a lien or encumbrance on any of the property or assets of Parent or\nPurchaser, pursuant to, any note, bond, mortgage, indenture, contract,\nagreement, lease, license, permit, franchise or other instrument or obligation\nto which Parent or Purchaser is a party or by which Parent or Purchaser or any\nof its properties is bound or affected, except for any such breaches, defaults\nor other occurrences that would not prevent or delay the performance by Parent\nor Purchaser of its obligations under this Agreement.\n\n            (b) The execution and delivery of this Agreement by each of Parent\nand Purchaser do not, and the performance of this Agreement by each of Parent\nand Purchaser will not, require any consent, approval, authorization or permit\nof, or filing with or notification to, any governmental or regulatory authority,\ndomestic or foreign, except (i) for applicable requirements, if any, of the\nExchange Act and the HSR Act and (ii) where the failure to obtain such consents,\napprovals, authorizations or permits, or to make such filings or notifications,\nwould not prevent or delay the performance by Parent or Purchaser of its\nobligations under this Agreement.\n\n            SECTION 3.03. Investment Intent. The purchase of the Shares from the\nStockholders pursuant to this Agreement is for the account of Purchaser for the\npurpose of investment and not with a view to or for sale in connection with any\ndistribution thereof within the meaning of the Securities Act of 1933, as\namended, and the rules and regulations promulgated thereunder.\n\n            SECTION 3.04. Financing. Parent has, or will have available to it at\nthe Closing, and will make available to Purchaser, sufficient funds to permit\nthe Purchaser to acquire all of the Shares pursuant to this Agreement.\n\n\n                                       5\n\n\n                                   ARTICLE IV\n\n                         TRANSFER AND VOTING OF SHARES;\n                       NO SOLICITATION OF TRANSACTIONS AND\n                          NON-COMPETITION; TERMINATION\n\n            SECTION 4.01. No Disposition or Encumbrance of Shares. Except as\ncontemplated by Sections 1.01 and 4.04 hereof, each Stockholder hereby covenants\nand agrees that, so long as this Agreement shall remain in effect, he, she or it\nshall not, and shall not offer or agree to, sell, transfer, tender, assign,\nhypothecate or otherwise dispose of, or create or permit to exist any\nEncumbrance (other than any Encumbrance that will be terminated prior to or\nconcurrently with the Closing) on the Shares now owned or that may hereafter be\nacquired by such Stockholder at any time.\n\n            SECTION 4.02. Voting of Shares; Further Assurances. (a) Each\nStockholder, by this Agreement, with respect to those Shares that he, she or it\nowns of record, does hereby constitute and appoint Purchaser, or any nominee of\nPurchaser, with full power of substitution, so long as this Agreement shall\nremain in effect, as his, her or its true and lawful attorney and proxy, for and\nin his, her or its name, place and stead, to vote each of the Shares as his, her\nor its proxy, at every annual, special or adjourned meeting of the stockholders\nof the Company, including the right to sign his, her or its name (as\nstockholder) to any consent, certificate or other document relating to the\nCompany that the law of the State of Texas may permit or require, (i) in favor\nof the approval and adoption of the Merger Agreement and approval of the Merger\nand the other transactions contemplated by the Merger Agreement, (ii) against\nany proposal for any recapitalization, merger, sale of assets, or other business\ncombination between the Company and any person or entity (other than the Merger)\nor any other action or agreement that would result in a breach of any covenant,\nrepresentation or warranty or any other obligation or agreement of the Company\nunder the Merger Agreement or which could result in any of the conditions to the\nMerger Agreement not being fulfilled or which could adversely affect the ability\nof the Company to consummate the Merger and the other transactions contemplated\nby the Merger Agreement, and (iii) in favor of any other matter relating to\nconsummation of the transactions contemplated by the Merger Agreement. THIS\nPROXY AND POWER OF ATTORNEY IS IRREVOCABLE AND COUPLED WITH AN INTEREST. Each\nStockholder further agrees to cause the Shares owned by him, her or it\nbeneficially or of record to be voted in accordance with the foregoing. Each\nStockholder shall retain the right to vote the Shares in his, her or its\ndiscretion on all matters submitted to a vote of stockholders of the Company\nother than those referred to in this Section 4.02. Each Stockholder acknowledges\nreceipt and review of a copy of the Merger Agreement. The proxy and power of\nattorney provided by this Section 4.02 shall terminate and be revoked upon any\ntermination of this Agreement in accordance with its terms.\n\n\n                                       6\n\n\n            (b) If Purchaser shall purchase the Shares in accordance with the\nterms of this Agreement, then without additional consideration, each of the\nStockholders shall execute and deliver further transfers, assignments,\nendorsements, consents and other instruments as Purchaser may reasonably request\nfor the purpose of effectively carrying out the transactions contemplated by\nthis Agreement and to consummate the Merger, including the transfer of any and\nall of the Shares to Purchaser and the release of any and all Encumbrances on\nthe Shares.\n\n            (c) Each Stockholder shall perform such further acts and execute\nsuch further documents and instruments as may reasonably be required to vest in\nPurchaser the power to carry out and give effect to the provisions of this\nAgreement.\n\n            SECTION 4.03. No Solicitation of Transactions. Each Stockholder\nshall not, directly or indirectly, through any officer, director, agent or\notherwise, so long as this Agreement shall remain in effect, solicit, initiate,\nencourage the submission of or accept any proposal or offer from any individual,\ncorporation, partnership, limited partnership, limited liability company,\nsyndicate, person (including, without limitation, a 'person' as defined in\nSection 13(d)(3) of the Exchange Act), trust, association or entity or\ngovernment, political subdivision, agency or instrumentality of a government\n(collectively other than Purchaser and any affiliate of Purchaser, a 'Person')\nrelating to (i) any acquisition or purchase of all or any of the Shares or (ii)\nany acquisition or purchase of all or (other than in the ordinary course of\nbusiness) any portion of the assets of, or any equity interest in, the Company\nor any business combination with the Company or participate in any negotiations\nregarding, or furnish to any Person any information with respect to, or\notherwise cooperate in any way with, or assist or participate in or facilitate\nor encourage, any effort or attempt by any Person to do or seek any of the\nforegoing. Each Stockholder immediately shall cease and cause to be terminated\nall existing discussions or negotiations of such Stockholder and its officers,\ndirectors, agents or other representatives with any Person conducted heretofore\nwith respect to any of the foregoing. Each Stockholder shall notify Purchaser\npromptly if any such proposal or offer, or any inquiry or contact with any\nPerson with respect thereto, is made and shall, in any such notice to Purchaser,\nindicate in reasonable detail the identity of the Person making such proposal,\noffer, inquiry or contact and the terms and conditions of such proposal, offer,\ninquiry or contact. Notwithstanding the foregoing, the actions of any\nStockholder who is a director or officer of the Company, solely in his or her\ncapacity as a director or officer, shall be governed by the Merger Agreement and\nnot this Section 4.03.\n\n            SECTION 4.04. Agreement to Tender the Shares Pursuant to the Offer.\nIn order to carry out the provisions of Section 1.01 of this Agreement most\neffectively, each Stockholder shall, upon the terms and subject to the\nconditions hereof, as promptly as practicable validly tender pursuant to the\nOffer and not withdraw all the Shares now owned or that may hereafter be\nacquired by such Stockholder. Delivery of the Shares pursuant to the Offer shall\nconstitute delivery of Shares to Purchaser hereunder, and the acceptance of the\nShares for payment and payment for the Shares pursuant to the Offer shall\nconstitute the Closing hereunder. The representations, warranties and covenants\nof the parties contained in\n\n\n                                       7\n\n\nthis Agreement shall supersede any representations, warranties and covenants\ncontained in the letter of transmittal or similar documentation furnished by\nPurchaser and employed by the Stockholders in order to tender the Shares\npursuant to the Offer.\n\n            SECTION 4.05. Non-Competition. (a) For a period four years after the\nClosing (the 'Restricted Period'), no Stockholder (other than Advance Capital\nPartners, L.P. and Advance Capital Offshore Partners, L.P. (collectively,\n'Advance Capital'), it being expressly agreed that the provisions of this\nSection 4.05 shall not apply to Advance Capital) shall engage (other than on\nbehalf of the Surviving Corporation or the Company or their respective\nsubsidiaries), directly or indirectly, in the Tax and Accounting Software\nBusiness (as defined below) anywhere in the world or, without the prior written\nconsent of Parent, directly or indirectly, own an interest in, manage, operate,\njoin, control, lend money or render financial or other assistance (other than\ncustomary professional courtesies afforded to members of the business community)\nto or participate in or be connected with, as an officer, employee, partner,\nstockholder, consultant, advisor or other similar capacity, any person (other\nthan the Surviving Corporation or the Company or their respective subsidiaries)\nthat engages in the Tax and Accounting Software Business; provided, however,\nthat, for the purposes of this Section 4.05, ownership of securities having no\nmore than five percent of the outstanding voting power of any competitor which\nare listed on any national securities exchange or traded actively in the\nnational over-the-counter market shall not be deemed to be in violation of this\nSection 4.05 so long as the person owning such securities has no other\nconnection or relationship with such competitor that would not be permitted\nhereby. For purposes hereof, 'Tax and Accounting Software Business' means (x)\nthe business of developing, designing, publishing, marketing and distributing\n(i) tax compliance software and services for tax and accounting professionals\nwithin corporations, banks, government agencies and accounting firms; (ii)\naccounting and practice management software and services marketed primarily to\naccounting firms; and (iii) other tax and accounting software products and\nservices which are under development by the Company as of the Closing; and (y)\nthe business of the Company's Rent Roll, Inc. subsidiary as of the Closing.\n\n            (b) As a separate and independent covenant, each Stockholder (other\nthan Advance Capital) agrees with Purchaser that, during the Restricted Period\n(other than on behalf of the Surviving Corporation or the Company or their\nrespective subsidiaries), such Stockholder will not in any way, directly or\nindirectly, for the purpose of conducting or engaging in the Tax and Accounting\nSoftware Business, call upon, solicit, advise or otherwise do, or attempt to do,\nbusiness with any customers of the Surviving Corporation, the Company or any\nSubsidiary with whom the Surviving Corporation, the Company, any Subsidiary or\nsuch Stockholder had any dealings during the two year period prior to the first\nday of the Restricted Period, or take away or interfere or attempt to interfere\nwith any customer, trade, business or patronage of the Surviving Corporation,\nthe Company or any Subsidiary.\n\n            (c) As a separate and independent covenant, each Stockholder (other\nthan Advance Capital) agrees with Purchaser that, during the Restricted Period,\nsuch Stockholder\n\n\n                                       8\n\n\nwill not, in any way, directly or indirectly, hire, attempt to hire, interfere\nwith or attempt to interfere with any officers, employees, representatives,\nconsultants or agents of the Surviving Corporation, the Company or any\nSubsidiary or any former officer, employee, representative, consultant or agent\nof the Surviving Corporation, the Company or any Subsidiary who resigned or was\nterminated within the prior six month period (other than an employee whose\nemployment was terminated by the Surviving Corporation, the Company or any\nSubsidiary without Cause, or who resigned from his or her employment for Good\nReason, as such terms are defined in the Retention Bonus Plan), or induce or\nattempt to induce any of them to leave the employ of the Surviving Corporation,\nthe Company or any Subsidiary or violate the terms of their contracts, or any\narrangements, with the Surviving Corporation, the Company or any Subsidiary.\n\n            (d) The Restricted Period with respect to any Stockholder (other\nthan Advance Capital) shall be extended by the length of any period during which\nsuch Stockholder is in breach of the terms of this Section 4.05.\n\n            (e) Each such Stockholder (other than Advance Capital) acknowledges\nthat the covenants of such Stockholder set forth in this Section 4.05 are an\nessential element of this Agreement and the Merger Agreement, and that, but for\nthe agreement of such Stockholder to comply with these covenants, Parent and\nPurchaser would not have entered into the Merger Agreement or this Agreement.\nEach such Stockholder acknowledges that this Section 4.05 constitutes an\nindependent covenant and shall not be affected by performance or nonperformance\nof any other provision of this Agreement or the Merger Agreement by Parent or\nPurchaser. Each Stockholder has independently consulted with his, her or its\ncounsel and after such consultation agrees that the covenants set forth in this\nSection 4.05 are reasonable and proper.\n\n            SECTION 4.06. Performance by Purchaser. Parent shall cause Purchaser\nto perform its obligations and comply with its covenants and agreements under\nthis Agreement and the Merger Agreement.\n\n            SECTION 4.07. Termination. This Agreement may be terminated (i) at\nany time by mutual written consent of all the parties hereto or (ii) by Parent\nor the Stockholders if any United States or Canadian federal, state, provincial\nor local court or governmental or regulatory authority of competent jurisdiction\nshall have issued an order, decree, ruling or taken any other action\nrestraining, enjoining or otherwise prohibiting the Merger or the purchase and\nsale of the Shares hereunder and such order, decree, ruling or other action\nshall have become final and nonappealable or (iii) by Parent or the Stockholders\nif the Merger Agreement shall have been terminated in accordance with the\nprovisions of Section 8.01 of the Merger Agreement. In the event of any such\ntermination, there shall be no further liability on the part of any party\nhereto, except (a) as set forth in Section 5.01 and (b) nothing herein shall\nrelieve any party from liability for any breach hereof.\n\n\n                                       9\n\n\n            SECTION 4.08. Survival. The representations and warranties of the\nparties hereto contained herein shall not survive the Closing except for the\nrepresentations and warranties contained in Sections 2.03 and 3.03, which shall\nsurvive the Closing indefinitely. The covenants and agreements of the parties\ncontained herein shall survive in accordance with their respective terms.\n\n                                    ARTICLE V\n\n                                  MISCELLANEOUS\n\n            SECTION 5.01. Expenses. Except as otherwise provided herein, all\ncosts and expenses incurred in connection with the transactions contemplated by\nthis Agreement shall be paid by the party incurring such costs and expenses;\nprovided, that if the Closing occurs hereunder, Purchaser shall, promptly\nfollowing any request from the Stockholders, reimburse the Stockholders for up\nto an aggregate of $350,000 of their reasonable fees and expenses (including\nreasonable fees and expenses of counsel) incurred in connection with this\nAgreement or the Merger Agreement or the transactions contemplated hereby or\nthereby, including, without limitation, any employment arrangements contemplated\nthereby; and provided, further, that Purchaser shall pay any stock transfer\ntaxes relating to the purchase and sale of the Shares pursuant to this Agreement\n(including, without limitation, pursuant to the Offer or the Merger) .\n\n            SECTION 5.02. Specific Performance. The parties hereto agree that\nirreparable damage would occur in the event any provision of this Agreement was\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 in equity.\n\n            SECTION 5.03. Entire Agreement. This Agreement constitutes the\nentire agreement among Parent, Purchaser and the Stockholders with respect to\nthe subject matter hereof and supersedes all prior agreements and\nunderstandings, both written and oral, among Parent, Purchaser and the\nStockholders with respect to the subject matter hereof.\n\n            SECTION 5.04. Assignment. This Agreement shall not be assigned by\noperation of law or otherwise, except that Purchaser may assign all or any of\nits rights and obligations hereunder to any affiliate of Parent, provided that\nno such assignment shall relieve Purchaser of its obligations hereunder if such\nassignee does not perform such obligations.\n\n            SECTION 5.05. Parties in Interest. This Agreement shall be binding\nupon, inure solely to the benefit of, and be enforceable by, the parties hereto\nand their respective successors and assigns, and nothing in this Agreement,\nexpress or implied, is intended to or shall confer upon any other person any\nright, benefit or remedy of any nature whatsoever under or by reason of this\nAgreement.\n\n\n                                       10\n\n\n            SECTION 5.06. Amendment; Waiver. This Agreement may not be amended\nexcept by an instrument in writing signed by the parties hereto. Any party\nhereto may (i) extend the time for the performance of any obligation or other\nact of the other party hereto, (ii) waive any inaccuracy in the representations\nand warranties of the other party contained herein and (iii) waive compliance\nwith any agreement or condition of the other party contained herein. Any such\nextension or waiver shall be valid only if set forth in an instrument in writing\nsigned by the party to be bound thereby.\n\n            SECTION 5.07. Severability. If any term or other provision of this\nAgreement is determined by a court of competent jurisdiction to be invalid,\nillegal or unenforceable, all other terms and provisions of this Agreement shall\nnevertheless remain in full force and effect so long as the economic or legal\nsubstance of this Agreement is not affected in any manner materially adverse to\nany party. Upon such determination that any term or other provision is invalid,\nillegal or incapable of being enforced, the parties hereto shall negotiate in\ngood faith to modify this Agreement so as to effect the original intent of the\nparties as closely as possible in a mutually acceptable manner in order that the\nterms of this Agreement remain as originally contemplated to the fullest extent\npossible.\n\n            SECTION 5.08. 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 5.08):\n\n            if to Parent or Purchaser:\n\n                  The Thomson Corporation\n                  Metro Center\n                  One Station Plaza\n                  Stamford, Connecticut 06902\n                  Facsimile No. (203) 348-5718\n                  Attention:  General Counsel\n\n            with a copy to:\n\n                  Shearman &amp; Sterling\n                  599 Lexington Avenue\n                  New York, New York  10022\n                  Facsimile No. (212) 848-7179\n                  Attention:  David W. Heleniak, Esq.\n\n\n                                       11\n\n\n            if to the Stockholders:\n\n                  c\/o Computer Language Research, Inc.\n                  2395 Midway Road\n                  Carrollton, Texas 75096\n                  Facsimile No. (972) 250-8423\n                  Attention: Stephen T. Winn\n                             Chief Executive Officer\n\n            with a copy to:\n\n                  Skadden, Arps, Slate, Meagher &amp; Flom LLP\n                  One Beacon Street\n                  Boston, Massachusetts  02108-3194\n                  Facsimile No. (617) 573-4822\n                  Attention:  Louis A. Goodman, Esq.\n\n            and\n\n                  Locke Purnell Rain Harrell (A Professional Corporation)\n                  2200 Ross Avenue\n                  Suite 2200\n                  Dallas, Texas  75201\n                  Facsimile No. (214) 740-8800\n                  Attention:  Guy Kerr, Esq.\n\n            and\n\n                  Kirkland &amp; Ellis\n                  153 E. 53rd Street\n                  New York, NY  10022\n                  Facsimile No. (212) 446-4900\n                  Attention:  Joshua Korff\n\n            SECTION 5.09. 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 entirely within that State. All\nactions and proceedings arising out of or relating to this Agreement shall be\nheard and determined in any Delaware state court or in any federal court sitting\nin Delaware.\n\n            SECTION 5.10. 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\n                                       12\n\n\n            SECTION 5.11. Counterparts. This Agreement may be executed in one or\nmore counterparts, and by the different parties hereto in separate counterparts,\neach of which when executed shall be deemed to be an original but all of which\ntaken together shall constitute one and the same agreement.\n\n            SECTION 5.12. Waiver of Jury Trial. EACH PARTY HERETO HEREBY\nIRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR\nCOUNTERCLAIM (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR\nRELATING TO THIS AGREEMENT OR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION,\nADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF.\n\n            IN WITNESS WHEREOF, Parent and Purchaser have caused this Agreement\nto be executed by its officer thereunto duly authorized and each of the\nStockholders have executed this Agreement or caused this Agreement to be\nexecuted by its general partner or other person thereunto duly authorized, as of\nthe date first written above.\n\n                                          THE THOMSON CORPORATION\n\n\n                                          By      \/s\/  Michael S. Harris\n                                             --------------------------------\n                                             Name:  Michael S. Harris\n                                             Title: Assistant Secretary\n\n\n                                          SABRE ACQUISITION, INC.\n\n\n                                          By      \/s\/  Michael S. Harris\n                                             --------------------------------\n                                             Name:  Michael S. Harris\n                                             Title: President\n\n\n                                       13\n\n\n                              FRANCIS W. WINN\n\n\n                              By:  \/s\/ Francis W. Winn\n                                 -----------------------------------------\n                                 Francis W. Winn\n\n\n                              NANCY K. WINN\n\n\n                              By  \/s\/ Nancy K. Winn\n                                 -----------------------------------------\n                                 Nancy K. Winn\n\n\n                              FRANCIS W. WINN AND NANCY K. WINN\n                              AS JOINT TENANTS WITH A RIGHT OF\n                              SURVIVORSHIP\n\n\n                              By  \/s\/ Francis W. Winn\n                                 -----------------------------------------\n                                 Francis W. Winn\n\n\n                              By:  \/s\/ Nancy K. Winn\n                                 -----------------------------------------\n                                 Nancy K. Winn\n\n\n                              FRANCIS W. WINN AND NANCY K. WINN AS\n                              TENANTS IN COMMON\n\n\n                              By:  \/s\/ Francis W. Winn\n                                 -----------------------------------------\n                                 Francis W. Winn\n\n\n                              By:  \/s\/ Nancy K. Winn\n                                 -----------------------------------------\n                                 Nancy K. Winn\n\n\n                              STEPHEN T. WINN\n\n\n                              By:  \/s\/ Stephen T. Winn\n                                 -----------------------------------------\n                                 Stephen T. Winn\n\n\n                              MELINDA G. WINN\n\n\n                              By:  \/s\/ Melinda G. Winn\n                                 -----------------------------------------\n                                 Melinda G. Winn\n\n\n                                       14\n\n\n                              STEPHEN T. WINN FAMILY, LP A\n\n\n                              By: Stephen T. Winn Management LLC\n                                 -----------------------------------------\n                                 General Partner\n\n\n                              By:  \/s\/ Stephen T. Winn\n                                 -----------------------------------------\n                                 Stephen T. Winn, Manager\n\n\n                              WINN FAMILY, LTD.\n\n\n                              By:  \/s\/ Stephen T. Winn\n                                 -----------------------------------------\n                                 Stephen T. Winn, General Partner\n\n\n                              By:  \/s\/ Carol Winn Dunaway\n                                 -----------------------------------------\n                                 Carol Winn Dunaway, General Partner\n\n\n                              By:  \/s\/ David L. Winn\n                                 -----------------------------------------\n                                 David L. Winn, General Partner\n\n\n                              THE WINN FAMILY IRREVOCABLE TRUST\n\n\n                              By:  \/s\/ Stephen T. Winn\n                                 -----------------------------------------\n                                 Stephen T. Winn, Trustee\n\n\n                              By:  \/s\/ Carol Winn Dunaway\n                                 -----------------------------------------\n                                 Carol Winn Dunaway, Trustee\n\n\n                              By:  \/s\/ David L. Winn\n                                 -----------------------------------------\n                                 David L. Winn, Trustee\n\n\n                              THE FRANCIS W. WINN GRANDCHILDREN'S\n                              TRUST\n\n\n                              By:  \/s\/ Stephen T. Winn\n                                 -----------------------------------------\n                                  Stephen T. Winn, Trustee\n\n\n                              By:  \/s\/ Carol Winn Dunaway\n                                 -----------------------------------------\n                                 Carol Winn Dunaway, Trustee\n\n\n                              By:  \/s\/ David L. Winn\n                                 -----------------------------------------\n                                 David L. Winn, Trustee\n\n\n                                       15\n\n\n                              CAROL WINN DUNAWAY\n\n\n                              By:  \/s\/ Carol Winn Dunaway\n                                 -----------------------------------------\n                                 Carol Winn Dunaway\n\n\n                              JAMES R. DUNAWAY, JR.\n\n\n                              By:  \/s\/ James R. Dunaway, Jr.\n                                 -----------------------------------------\n                                 James R. Dunaway, Jr.\n\n\n                              TURTLE CREEK GROUP, LTD.\n\n\n                              By: Turtle Creek Group Management L.C.\n                                 -----------------------------------------\n                                 General Partner\n\n\n                              By  \/s\/ James R. Dunaway, Jr.\n                                 -----------------------------------------\n                                 James R. Dunaway, Jr., Managing Member\n\n\n                              THE CAROL WINN DUNAWAY FAMILY TRUST\n\n\n                              By:  \/s\/ Carol Winn Dunaway\n                                 -----------------------------------------\n                                 Carol Winn Dunaway, Trustee\n\n\n                              DAVID L. WINN\n\n\n                              By:  \/s\/ David L. Winn\n                                 -----------------------------------------\n                                 David L. Winn\n\n\n                              LESLIE ANN WINN\n\n\n                              By:  \/s\/ Leslie Ann Winn\n                                 -----------------------------------------\n                                 Leslie Ann Winn\n\n\n                                       16\n\n\n                              THE DAVID L. WINN FAMILY TRUST\n\n\n                              By:  \/s\/ David L. Winn\n                                 -----------------------------------------\n                                 David L. Winn, Trustee\n\n\n                              THE JONATHAN DAVID WINN TRUST\n\n\n                              By:  \/s\/ David L. Winn\n                                 -----------------------------------------\n                                 David L. Winn, Trustee\n\n\n                              THE RYAN FRANCIS WINN TRUST\n\n\n                              By:  \/s\/ David L. Winn\n                                 -----------------------------------------\n                                 David L. Winn, Trustee\n\n\n                              ADVANCE CAPITAL PARTNERS, L.P.\n\n\n                              By: Advance Capital Associates, L.P.\n                                 -----------------------------------------\n                                 General Partner\n\n\n                              By: Advance Capital Management, LLC\n                                 -----------------------------------------\n                                 General Partner\n\n\n                              By:  \/s\/ Jeffrey T. Leeds\n                                 -----------------------------------------\n                                 Jeffrey T. Leeds, Member\n\n\n                              ADVANCE CAPITAL OFFSHORE\n                              PARTNERS, L.P.\n\n\n                              By:  Advance Capital Offshore Associates, LDC\n                                 -----------------------------------------\n                                 General Partner\n\n\n                              By: Advance Capital Management, LLC\n                                 -----------------------------------------\n                                  General Partner\n\n\n                              By:  \/s\/ Jeffrey T. Leeds\n                                 -----------------------------------------\n                                 Jeffrey T. Leeds, Member\n\n\n                                       17\n\n\n                                   SCHEDULE A\n\n\nShares owned by Advance Capital Partners, L.P. and Advance Capital Offshore\nPartners, L.P. (400,000 total) are held of record by Advance Capital Partners,\nL.P.\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9052],"corporate_contracts_industries":[9468],"corporate_contracts_types":[9622,9627],"class_list":["post-43713","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-thomson-corp","corporate_contracts_industries-media__other","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\/43713","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=43713"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43713"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43713"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43713"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}