{"id":43714,"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-thomson-us-holdings-inc-and-robert-w.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-purchase-agreement-thomson-us-holdings-inc-and-robert-w","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/stock-purchase-agreement-thomson-us-holdings-inc-and-robert-w.html","title":{"rendered":"Stock Purchase Agreement &#8211; Thomson US Holdings Inc. and Robert W. Nolan Sr."},"content":{"rendered":"<pre>\n\n                            STOCK PURCHASE AGREEMENT\n\n                                      among\n\n                           THOMSON U.S. HOLDINGS INC.\n\n                              SCS SUBSIDIARY, INC.\n\n                                       and\n\n                              ROBERT W. NOLAN, SR.\n\n                          Dated as of December 19, 1995\n\n                                TABLE OF CONTENTS\n\n\n\nSection                                                                    Page\n                                                                      \n                                 ARTICLE I                                     \n                                DEFINITIONS                                    \n                                                                               \n     1.01  Certain Defined Terms . . . . . . . . . . . . . . . . . . . .      1\n     1.02  Adjustments upon Changes in Capitalization. . . . . . . . . .      3\n                                                                               \n                                ARTICLE II                                     \n                             PURCHASE AND SALE                                 \n                                                                               \n     2.01  Purchase and Sale . . . . . . . . . . . . . . . . . . . . . .      4\n     2.02  Closing . . . . . . . . . . . . . . . . . . . . . . . . . . .      4\n     2.03  Closing Deliveries by Seller. . . . . . . . . . . . . . . . .      4\n     2.04  Closing Deliveries by the Purchaser . . . . . . . . . . . . .      5\n                                                                               \n                                ARTICLE III                                    \n                            REPRESENTATIONS AND                                \n                  WARRANTIES OF SELLER AS TO THE COMPANY                       \n                                                                               \n     3.01  Title to Stock. . . . . . . . . . . . . . . . . . . . . . . .      5\n     3.02  Authority Relative to this Agreement. . . . . . . . . . . . .      5\n     3.03  No Conflict; Required Filings and Consents. . . . . . . . . .      6\n     3.04  Compliance. . . . . . . . . . . . . . . . . . . . . . . . . .      6\n     3.05  Absence of Litigation . . . . . . . . . . . . . . . . . . . .      6\n     3.06  No Brokers. . . . . . . . . . . . . . . . . . . . . . . . . .      6\n     3.07  Merger Agreement. . . . . . . . . . . . . . . . . . . . . . .      7\n                                                                               \n                                ARTICLE IV                                     \n        REPRESENTATIONS AND WARRANTIES OF PARENT AND THE PURCHASER             \n                                                                               \n     4.01  Corporate Organization. . . . . . . . . . . . . . . . . . . .      7\n     4.02  Authority Relative to this Agreement. . . . . . . . . . . . .      7\n     4.03  No Conflict; Required Filings and Consents. . . . . . . . . .      7\n     4.04  Investment Intent . . . . . . . . . . . . . . . . . . . . . .      8\n     4.05  Absence of Litigation . . . . . . . . . . . . . . . . . . . .      8\n     4.06  No Brokers. . . . . . . . . . . . . . . . . . . . . . . . . .      8\n\n\n\n\n<font size=\"2\">                                                                      \n                                 ARTICLE V\n                                 COVENANTS\n\n     5.01  Irrevocable Proxy . . . . . . . . . . . . . . . . . . . . . .      9\n     5.02  Merger Agreement. . . . . . . . . . . . . . . . . . . . . . .      9\n     5.03  Standstill, Etc.. . . . . . . . . . . . . . . . . . . . . . .      9\n     5.04  No Solicitation . . . . . . . . . . . . . . . . . . . . . . .      9\n     5.05  Filings; Consents . . . . . . . . . . . . . . . . . . . . . .     10\n     5.06  Public Announcements. . . . . . . . . . . . . . . . . . . . .     10\n     5.07  Sales and Transfer Taxes. . . . . . . . . . . . . . . . . . .     10\n     5.08  Guaranty by Parent. . . . . . . . . . . . . . . . . . . . . .     11\n     5.09  Waiver of Appraisal Rights. . . . . . . . . . . . . . . . . .     11\n     5.10  Further Assurances. . . . . . . . . . . . . . . . . . . . . .     11\n                                                                               \n                                ARTICLE VI                                     \n                           CONDITIONS TO CLOSING                               \n                                                                               \n     6.01  Conditions to the Obligations of Seller . . . . . . . . . . .     11\n     6.02  Conditions to Obligations of Parent and the Purchaser . . . .     12\n                                                                               \n                                ARTICLE VII                                    \n                              INDEMNIFICATION                                  \n                                                                               \n     7.01  Survival. . . . . . . . . . . . . . . . . . . . . . . . . . .     13\n     7.02  Indemnification . . . . . . . . . . . . . . . . . . . . . . .     13\n     7.03  Limitations on Indemnification. . . . . . . . . . . . . . . .     15\n                                                                               \n                               ARTICLE VIII                                    \n                     TERMINATION, AMENDMENT AND WAIVER                         \n                                                                               \n     8.01  Termination . . . . . . . . . . . . . . . . . . . . . . . . .     16\n     8.02  Effect of Termination . . . . . . . . . . . . . . . . . . . .     16\n     8.03  Amendment . . . . . . . . . . . . . . . . . . . . . . . . . .     17\n     8.04  Waiver. . . . . . . . . . . . . . . . . . . . . . . . . . . .     17\n                                                                               \n                                ARTICLE IX                                     \n                               MISCELLANEOUS                                   \n                                                                               \n     9.01  Notices . . . . . . . . . . . . . . . . . . . . . . . . . . .     17\n     9.02  Assignment. . . . . . . . . . . . . . . . . . . . . . . . . .     18\n     9.03  Entire Agreement; Headings. . . . . . . . . . . . . . . . . .     18\n     9.04  Fees and Expenses . . . . . . . . . . . . . . . . . . . . . .     18\n     9.05  Equitable Relief; Preservation of Remedies. . . . . . . . . .     19\n     9.06  No Third-Party Beneficiaries. . . . . . . . . . . . . . . . .     19\n     9.07  Counterparts. . . . . . . . . . . . . . . . . . . . . . . . .     19\n     9.08  Severability. . . . . . . . . . . . . . . . . . . . . . . . .     19\n     9.09  Consent to Jurisdiction . . . . . . . . . . . . . . . . . . .     19\n     9.10  Governing Law . . . . . . . . . . . . . . . . . . . . . . . .     20\n<\/font>\n                                                                             \n\n         STOCK PURCHASE AGREEMENT (the 'Agreement') dated as of December 19,\n1995, among ROBERT W. NOLAN, SR. ('Seller'), THOMSON U.S. HOLDINGS INC.\n('Parent'), a Delaware corporation, and SCS SUBSIDIARY, INC., a Delaware\ncorporation (the 'Purchaser').\n\n         WHEREAS, concurrently with the execution and delivery of this\nAgreement, Parent, the Purchaser and SCS\/Compute, Inc., a Delaware corporation\n(the 'Company') are entering into an Agreement and Plan of Merger (the 'Merger\nAgreement') which provides, upon the terms and subject to the conditions\nthereof, for the acquisition of the Company by Parent through a cash tender\noffer by Purchaser (the 'Offer') for all outstanding shares of Common Stock, par\nvalue $.10 per share (the 'Common Stock') at a price of $ 6.75 per share net to\nthe seller in cash, and, subsequent to consummation of the Offer and the\ntransactions contemplated by this Agreement, the merger of Purchaser with and\ninto the Company (the 'Merger'), pursuant to which each issued and outstanding\nshare of Company Common Stock not owned directly or indirectly by Parent,\nPurchaser or the Company will be converted into the right to receive the price\nper share paid in the Offer (the 'Offer Price') in cash; and\n\n         WHEREAS, the Seller acknowledges and agrees that he has executed and\ndelivered this Agreement in order to induce Parent and Purchaser to enter into\nthe Merger Agreement;\n\n         WHEREAS, Seller is the beneficial and of record owner of 1,082,570\nshares of Common Stock (the 'Shares'); and\n\n         WHEREAS, Stockholder desires to sell to the Purchaser and the Purchaser\ndesires to purchase from Seller, the Shares;\n\n         NOW, THEREFORE, in consideration of the premises and the covenants,\nagreements, representations and warranties herein contained, the parties agree\nas follows:\n\n\n                                    ARTICLE I\n                                   DEFINITIONS\n\n         SECTION 1.01 Certain Defined Terms. As used in this Agreement, the\nfollowing terms shall have the following meanings:\n\n         (a) 'Agreement' has the meaning set forth in the preamble.\n\n         (b) 'Claims Notice' has the meaning set forth in Section 7.02(c).\n\n         (c) 'Closing' has the meaning set forth in Section 2.02.\n\n         (d) 'Closing Date' has the meaning set forth in Section 2.02.\n\n         (e) 'Common Stock' has the meaning set forth in the recitals.\n\n         (f) 'Company' has the meaning set forth in the recitals.\n\n         (g) 'Department of Justice' means the Antitrust Division of the United\n     States Department of Justice.\n\n         (h) 'ERISA' means the Employee Retirement Income Security Act of 1974,\n     as amended.\n\n         (i) 'FTC' means the Federal Trade Commission.\n\n         (j) 'HSR Act' means the Hart-Scott-Rodino Antitrust Improvements Act of\n     1976, as amended, and the rules and regulations promulgated thereunder.\n\n         (k) 'Indemnified Person' has the meaning set forth in Section 7.02(c).\n\n         (l) 'Indemnifying Party' has the meaning set forth in Section 7.02(c).\n\n         (m) 'Internal Revenue Code' means the Internal Revenue Code of 1986, as\n     amended.\n\n         (n) 'Lien' means any security interest, lien (including tax lien),\n     pledge, claim (other than a pending lawsuit), charge, escrow, encumbrance,\n     option, forfeiture, penalty, restriction, right of first refusal, action in\n     law or equity, community property right or other marital right, mortgage,\n     security agreement, voting trust, transfer restriction under any\n     shareholder agreement or similar agreement, arrangement, contract,\n     commitment, understanding or obligation, whether or not relating in any way\n     to credit or the borrowing of money.\n\n         (o) 'Loss' means any expense (including reasonable attorneys' fees and\n     disbursements), fine, penalty, loss, claim, damage, liability, suit,\n     deficiency, judgment or amount paid in settlement, including, without\n     limitation, any thereof in connection with any threatened, pending or\n     completed claim, dispute, suit, proceeding or investigation (whether civil,\n     criminal, administrative, investigative or otherwise).\n\n         (p) 'Material Adverse Effect', when used in connection with any party\n     to this Agreement, means any change or effect that, when taken together\n     with all other adverse changes and effects that are within the scope of the\n     representations and warranties made by such party in this Agreement is, or\n     is reasonably likely to be materially adverse to the business, operations,\n     properties, condition (financial or otherwise), assets or liabilities\n     (including, without limitation, contingent liabilities) or prospects of\n     that party.\n\n         (q) 'Merger Agreement' has the meaning set forth in the recitals.\n\n         (r) 'Offer' has the meaning set forth in the preamble.\n\n         (s) 'Parent' has the meaning set forth in the preamble.\n\n         (t) 'Person' means any corporation, partnership, person or other entity\n     or group.\n\n         (u) 'Purchaser' has the meaning set forth in the preamble.\n\n         (v) 'SEC' means the Securities and Exchange Commission.\n\n         (w) 'Seller' has the meaning set forth in the preamble.\n\n         (x) 'Shares' has the meaning set forth in the recitals.\n\n         (y) 'Tax' or 'Taxes' means all income, gross receipts, sales, ad\n     valorem, use, employment, franchise, profits, environmental, recording,\n     property, excise, gains or other taxes, fees, stamp taxes and duties,\n     assessments or charges of any kind whatsoever (whether payable directly or\n     by withholding), together with any interest and any penalties, additions to\n     tax or additional amounts imposed by any taxing authority with respect\n     thereto.\n\n         (z) '1934 Act' means the Securities Exchange Act of 1934, as amended.\n\n         (aa) '1933 Act' means the Securities Act of 1933, as amended.\n\n         (bb) 'Transactions' means all of the transactions provided for under\n     this Agreement.\n\n         SECTION 1.02 Adjustments upon Changes in Capitalization. For all\npurposes of this Agreement, 'the Shares' shall mean and include a share of\nCommon Stock in the form existing on the date hereof and all securities or\nproperty (excluding regular quarterly cash dividends) issued or exchanged with\nrespect thereto from and after the date of this Agreement upon any\nreorganization, recapitalization, reclassification, merger, consolidation,\nspin-off, partial or complete liquidation, stock dividend, split-up, sale of\nassets, distribution to stockholders or combination of the Company's capital\nstock or any other similar change in its capital structure. In the event of any\nsuch change in the number of shares of Common Shares, the number and kind of\nShares shall be appropriately adjusted to restore to the Purchaser its rights\nand privileges hereunder. The rights of Purchaser under this Section 1.02 shall\nbe in addition to, and shall in no way limit, its rights against the Company for\nbreach by the Company of the Merger Agreement.\n\n\n                                   ARTICLE II\n                                PURCHASE AND SALE\n\n         SECTION 2.01 Purchase and Sale. Upon the terms and subject to the\nconditions set forth in this Agreement, Seller agrees to sell and deliver to the\nPurchaser, and the Purchaser agrees to purchase from Seller, the Shares. The\npurchase price for each of the Shares shall be equal to $ 6.75 (or, if higher,\nthe highest price paid for any share of Company Common Stock by Parent or any of\nits Affiliates pursuant to the Offer).\n\n         SECTION 2.02 Closing. Subject to the terms and conditions of this\nAgreement, the sales and purchases of the Shares contemplated hereby will take\nplace at a closing (the 'Closing') at the offices of Shearman &amp; Sterling, 599\nLexington Avenue, New York, New York 10022 at 10:00 A.M., New York City time, on\nJanuary 31, 1996, or at such other time or on such other date as to which the\nparties may agree. The time and date upon which the Closing occurs are herein\ncalled the 'Closing Date'. The parties hereto agree that in the event that the\nPurchaser shall purchase Common Stock pursuant to the Offer, the Closing shall\ntake place, subject to the terms and conditions hereof, immediately after the\nexpiration of the Offer.\n\n         SECTION 2.03 Closing Deliveries by Seller. At the Closing, Seller will\ndeliver or cause to be delivered to the Purchaser:\n\n         (a) stock certificates evidencing the Shares, duly endorsed in blank or\n     accompanied by stock powers duly executed in blank, in form satisfactory to\n     the Purchaser and with all required stock transfer tax stamps affixed; and\n\n         (b) a certificate signed by Seller stating that, (i) the\n     representations and warranties of Seller contained in this Agreement are\n     true and correct in all material respects as of the Closing, with the same\n     force and effect as if made as of the Closing and (ii) the covenants and\n     agreements contained in this Agreement to be complied with by Seller at or\n     prior to the Closing shall have been complied with.\n\n         SECTION 2.04 Closing Deliveries by the Purchaser. At the Closing, the\nPurchaser will deliver or cause to be delivered to Seller:\n\n         (a) the aggregate purchase price payable pursuant to Section 2.01, by\n     check or wire transfer, in immediately available funds; and\n\n         (b) a certificate of the Purchaser signed by a duly authorized officer\n     of the Purchaser stating that (i) the representations and warranties of the\n     Purchaser contained \n\nin this Agreement shall be true and correct in all material respects as of the\nClosing, with the same force and effect as if made as of the Closing except\nwhere the failure to be so true and correct would not have a material adverse\neffect of the ability of the Purchaser to consummate the transactions\ncontemplated by this Agreement (the 'Transactions'), and (ii) the covenants and\nagreements contained in this Agreement to be complied with by the Purchaser at\nor prior to the Closing shall have been complied with in all material respects\nexcept where the failure to so comply would not have a material adverse effect\non the ability of the Purchaser to consummate the Transactions.\n\n\n                                   ARTICLE III\n                               REPRESENTATIONS AND\n                     WARRANTIES OF SELLER AS TO THE COMPANY\n\n         Seller represents and warrants to Parent and the Purchaser as follows:\n\n         SECTION 3.01 Title to Stock. Except as set forth on Schedule 3.01,\nSeller is the lawful owner (both beneficially and of record) of the Shares and\nSeller has good and valid title to such Shares. At the Closing, Seller will be\nthe lawful owner (both beneficially and of record) of the Shares and will have\ngood and valid title to such Shares and will have the right, power and capacity\nto sell, assign, transfer and deliver the same to the Purchaser pursuant to this\nAgreement, free and clear of all Liens. Upon delivery of the Shares to the\nPurchaser as provided in Article II, the Purchaser will have good and valid\ntitle to and ownership of the Shares, free and clear of all Liens, and such\ncapital stock will be fully paid and nonassessable.\n\n         SECTION 3.02 Authority Relative to this Agreement. Seller has the full\nright, capacity and power to execute and deliver this Agreement, to perform his\nobligations hereunder and to consummate the Transactions. This Agreement has\nbeen duly and validly executed and delivered by Seller and, assuming the due\nauthorization, execution and delivery by Parent and the Purchaser, constitutes a\nlegal, valid and binding obligation of Seller enforceable against Seller in\naccordance with its terms, except as enforceability may be limited by\nbankruptcy, insolvency, reorganization, moratorium or other laws affecting\ncreditors' rights generally (including, without limitation, the effect of\nstatutory and other law regarding fraudulent conveyances, fraudulent transfers\nand preferential transfers), as may be limited by the exercise of judicial\ndiscretion and the application of principles of equity including, without\nlimitation, requirements of good faith, fair dealing, conscionability and\nmateriality (regardless of whether considered in a proceeding in equity or at\nlaw) and that the remedy of specific performance and injunctive and other forms\nof equitable relief may be subject to equitable defenses and to the discretion\nof the Court before which any proceeding therefor may be brought.\n\n         SECTION 3.03 No Conflict; Required Filings and Consents. (a) The\nexecution and delivery of this Agreement by Seller do not, and the performance\nof this Agreement by Seller will not, conflict with or violate any law, rule,\nregulation, order, judgment or decree applicable to Seller.\n\n         (b) The execution and delivery of the Agreement by Seller do not, and\nthe performance of this Agreement by Seller will not, require any consent,\napproval, authorization or permit of, or filing with or notification to, any\ngovernmental or regulatory authority, domestic or foreign, except for (i) filing\nthe pre-merger notification and report forms with respect to the transactions\ncontemplated by this Agreement under the HSR Act, (ii) filings required to be\nmade with the SEC pursuant to the rules and regulations of the 1934 Act and\napplicable state takeover laws, or (iii) filings with the Nasdaq Small Cap\nMarket or the National Association of Securities Dealers, Inc.\n\n         SECTION 3.04 Compliance. Seller is not in default or violation of, any\nlaw, rule, regulation, order, judgment or decree applicable to Seller that would\nmaterially impair the ability or obligation of Seller to perform fully on a\ntimely basis his obligations under this \n\n\nAgreement.\n\n         SECTION 3.05 Absence of Litigation. There is no claim, action,\nproceeding or investigation pending or, to the best knowledge of Seller,\nthreatened against, relating to or affecting Seller, the Company, or any of\ntheir respective properties or rights, before any court, arbitrator or\nadministrative, governmental or regulatory authority or body, domestic or\nforeign that, if determined adversely to Seller or the Company, would materially\nimpair the ability or obligation of Seller to perform fully on a timely basis\nhis obligations under this Agreement.\n\n         SECTION 3.06 No Brokers. No broker, finder or investment banker is\nentitled to any brokerage, finder's or other fee or commission in connection\nwith the transactions contemplated by this Agreement based on arrangements made\nby and on behalf of Seller.\n\n         SECTION 3.07 Merger Agreement. All the representations and warranties\nset forth in Article III of the Merger Agreement are true, complete and correct.\n\n                                   ARTICLE IV\n           REPRESENTATIONS AND WARRANTIES OF PARENT AND THE PURCHASER\n\n         Parent and the Purchaser, jointly and severally, represent and warrant\nto Seller as follows:\n\n         SECTION 4.01 Corporate Organization. Each of Parent and the Purchaser\nis a corporation duly organized, validly existing and in good standing under the\nlaws of the jurisdiction of its organization.\n\n         SECTION 4.02 Authority Relative to this Agreement. Each of Parent and\nthe Purchaser has all necessary corporate power and authority to execute and\ndeliver this Agreement, to perform its obligations hereunder and to consummate\nthe Transactions. The execution and delivery of this Agreement by Parent and the\nPurchaser and the consummation by Parent and the Purchaser of the Transactions\nhave been duly and validly authorized by all necessary corporate action on the\npart of Parent and the Purchaser and no other corporate proceedings on the part\nof Parent or the Purchaser are necessary to authorize this Agreement or to\nconsummate the Transactions. This Agreement has been duly and validly executed\nand delivered by Parent and the Purchaser and, assuming the due authorization,\nexecution and delivery by Seller, constitutes a legal, valid and binding\nobligation of each of Parent and the Purchaser enforceable against each of\nParent and the Purchaser in accordance with its terms, except as enforceability\nmay be limited by bankruptcy, insolvency, reorganization, moratorium or other\nlaws affecting creditors' rights generally (including, without limitation, the\neffect of statutory and other law regarding fraudulent conveyances, fraudulent\ntransfers and preferential transfers), as may be limited by the exercise of\njudicial discretion and the application of principles of equity including,\nwithout limitation, requirements of good faith, fair dealing, conscionability\nand materiality (regardless of whether considered in a proceeding in equity or\nat law) and that the remedy of specific performance and injunctive and other\nforms of equitable relief may be subject to equitable defenses and to the\ndiscretion of the court before which any proceedings therefor may be brought.\n\n         SECTION 4.03 No Conflict; Required Filings and Consents. (a) The\nexecution and delivery of this Agreement by Parent and the Purchaser do not, and\nthe performance of this Agreement by Parent and the Purchaser will not, at the\ntime of closing, (i) conflict with or violate the Certificate of Incorporation\nor By-laws of either Parent or the Purchaser, (ii) conflict with or violate any\nlaw, rule, regulation, order, judgment or decree applicable to Parent or the\nPurchaser or by which any property or asset of either of them is bound or\naffected, or (iii) result in any breach of or constitute a default (or an event\nwhich with notice or lapse of time or both would become a default) under, or\ngive to others any rights of termination, amendment, acceleration or\ncancellation of, or result in the creation of a lien or other encumbrance on any\nproperty or asset of Parent or the Purchaser pursuant to, any note, bond,\nmortgage, indenture, contract, agreement, lease, license, permit, franchise\n\nor other instrument or obligation to which Parent or the Purchaser is\na party or by which Parent or the Purchaser or any property or asset of either\nof them is bound or affected, except for any such conflicts, violations,\nbreaches, defaults or other occurrences which would not, individually or in the\naggregate, prevent Parent or the Purchaser from performing their respective\nobligations under this Agreement.\n\n         (b) The execution and delivery of this Agreement by Parent and the\nPurchaser do not and the performance of this Agreement by Parent and the\nPurchaser will not, require any consent, approval, authorization or permit of,\nor filing with or notification to, any governmental or regulatory authority to\nbe obtained or made by Parent or the Purchaser, domestic or foreign, except (i)\nfor applicable requirements, if any, of the Exchange Act, Blue Sky Laws and\nstate takeover laws and the HSR Act (ii) filings with the Nasdaq Small Cap\nMarket and the NASD filings required under the laws of foreign jurisdictions and\n(iii) where failure to obtain such consents, approvals, authorizations or\npermits, or to make such filings or notifications, would not prevent or delay\nconsummation of the Transactions, or otherwise prevent Parent or the Purchaser\nfrom performing their respective obligations under this Agreement.\n     \n         SECTION 4.04 Investment Intent. The Purchaser will acquire the Shares\nfor investment purposes only and not with a view to any resale or distribution\nthereof and will not sell any Shares purchased pursuant to this Agreement except\nin compliance with applicable federal and state securities laws.\n\n         SECTION 4.05 Absence of Litigation. There is no claim, action,\nproceeding or investigation pending or, to the best knowledge of the Parent or\nthe Purchaser, threatened against the Parent or the Purchaser or any property or\nasset of the Parent or the Purchaser before any court, arbitrator or\nadministrative, governmental or regulatory authority or body, domestic or\nforeign that, if determined adversely to Parent or the Purchaser, would\nmaterially impair the ability of Parent or the Purchaser to perform fully on a\ntimely basis their respective obligations under this Agreement. As of the date\nhereof, neither the Parent nor the Purchaser is subject to any order, writ,\njudgment, injunction, decree, determination or award that if determined\nadversely to Parent or the Purchaser, would materially impair the ability of\nParent or the Purchaser to perform fully on a timely basis their respective\nobligations under this Agreement.\n\n         SECTION 4.06 No Brokers. No broker, finder or investment banker is\nentitled to any brokerage, finder's or other fee or commission in connection\nwith the transactions contemplated by this Agreement and the Merger Agreement\nbased on arrangements made by and on behalf of the Purchaser.\n\n\n                                    ARTICLE V\n                                    COVENANTS\n\n         SECTION 5.01 Irrevocable Proxy. Seller hereby irrevocably appoints\nPurchaser, with full power of substitution and resubstitution, as Seller's\nagent, attorney and proxy, during the term of this Agreement, to vote, or give\nconsents with respect to, all of the Shares owned by Seller in favor of the\nMerger Agreement and the transactions contemplated thereby and against (a) any\nother proposal for the acquisition of the Company or its assets or a merger or\nother business combination of the Company with any third party or (b) any other\nproposal that would, or is reasonably likely to, result in any of the conditions\nto Purchaser's obligations under this Agreement not being fulfilled. Seller\nintends this proxy to be irrevocable and coupled with an interest. Seller hereby\nrevokes any proxy previously granted with respect to Seller's Shares. Seller's\nproxy granted pursuant to this Section 5.01 shall terminate and be revoked upon\nany termination of this Agreement in accordance with its terms.\n\n         SECTION 5.02 Merger Agreement. Seller shall not, in his capacity as\nstockholder of the Company, take any action or omit to take any action that is\ninconsistent with compliance by the Company with the terms of the Merger\nAgreement in all respects. \n\nFrom the date hereof through the Closing Date, Seller shall use his reasonable\nbest efforts to cause (i) the Company to fulfill all of its obligations under\nthe Merger Agreement and (ii) the representations and warranties contained in\nArticle III of the Merger Agreement to continue to be true and correct in all\nmaterial respects on and as of the Closing Date as if made on and as of the\nClosing Date. Seller shall promptly notify, or cause to be notified, the\nPurchaser of any event, condition or circumstance occurring from the date hereof\nthrough the Closing Date that would constitute a violation or breach of this\nAgreement or of the Merger Agreement.\n\n         SECTION 5.03 Standstill, Etc. From the date hereof to the Closing Date,\nSeller covenants and agrees that, without the prior written consent of the\nPurchaser, he will not (i) sell, tender pursuant to the Offer or any other\ntender offer, pledge, encumber, assign, transfer, exchange or otherwise dispose\nof, or enter into any contract, option or other arrangement or understanding\nwith respect to the sale, tender, pledge, encumbrance, assignment, transfer,\nexchange or disposition of, any of the Shares; (ii) acquire any additional\nshares of Company Common Stock or warrants, options or other rights to purchase\nany shares of Company Common Stock; or (iii) grant any proxies (other than\npursuant to Section 5.01) with respect to the Shares, deposit any Shares into a\nvoting trust or enter into a voting agreement with respect to any Shares.\n\n         SECTION 5.04 No Solicitation. From the date hereof to the Closing Date,\nSeller shall not, directly or indirectly, solicit, initiate or encourage any\ndiscussions of, or submission of proposals or offers from any person, relating\nto any acquisition or purchase of all or (other than in the ordinary course of\nbusiness) a portion of the assets of, or any equity interest in, the Company or\nany of its subsidiaries or any business combination with the Company or any of\nits subsidiaries, or participate in any negotiations regarding, or furnish to\nany other Person any information with respect to, or otherwise cooperate in any\nway with, or assist or participate in, facilitate or encourage, any effort or\nattempt by any other person to do or seek any of the foregoing. Seller shall\nimmediately cease and cause to be terminated any existing discussions or\nnegotiations with any parties conducted heretofore with respect to any of the\nforegoing and shall promptly notify the Purchaser if any such proposal or offer,\nor any inquiry or contact with any Person with respect thereto, is made and\nshall, in any such notice to the Purchaser, indicate in reasonable detail the\nidentity of the offeror and the terms and conditions of any proposal.\n\n         SECTION 5.05 Filings; Consents. (a) Seller, Parent and the Purchaser\nwill promptly file, or cause to be filed, with the FTC and the Department of\nJustice, pursuant to the HSR Act, all requisite documents and notifications in\nconnection with the sale of the Shares pursuant to this Agreement. Each of\nParent and the Purchaser will make or cause to be made all such other filings\nand submissions, if any, under laws and regulations applicable to Parent and the\nPurchaser as may be required of each of them for the consummation of the\npurchase of the Shares pursuant to this Agreement. Seller will make or cause to\nbe made all such other filings and submissions under laws and regulations\napplicable to Seller, if any, as may be required of Seller for the consummation\nof the sale of the Shares pursuant to this Agreement. Each of the parties hereto\nagrees that it will coordinate and cooperate with the other parties hereto in\nexchanging such information and providing such reasonable assistance as may be\nrequested in connection with all of the foregoing.\n\n         (b) Parent, the Purchaser and Seller will use their respective\nreasonable best efforts to obtain, prior to the Closing, all consents and\napprovals which are necessary to the consummation of the Transactions.\n\n         SECTION 5.06 Public Announcements. Seller, Parent and the Purchaser\nwill consult with each other before issuing any press releases or otherwise\nmaking any public statements with respect to this Agreement and the Merger\nAgreement and the transactions contemplated hereby and thereby, and shall not\nissue any such press release or make any such public statement prior to such\nconsultation, except as may be required by law or any listing agreement with a\nnational securities exchange.\n\n         SECTION 5.07 Sales and Transfer Taxes. Seller shall pay any stock\ntransfer \n\ntaxes and any real property gains and transfer taxes relating to the sale,\nacquisition, conveyance, transfer and delivery of the Shares that are sold to\nthe Purchaser hereunder. The Purchaser and Seller shall cooperate with respect\nto the filing of any returns, reports or other filings due in connection with\nsuch Taxes.\n\n         SECTION 5.08 Guaranty by Parent. In consideration of the covenants,\nagreements and undertakings of Seller contained in this Agreement, Parent hereby\nguarantees to Seller, and his successors and assigns, the full, prompt and\ncomplete payment and performance by the Purchaser of all of the covenants,\nconditions and agreements of the Purchaser contained in this Agreement. Parent\nhereby waives all notice of default by the Purchaser or notice of acceptance of\nthis Agreement by Seller, and consents to any extension that may be given by\nSeller to the Purchaser of time of payment or performance. This guarantee shall\nbe construed as a continuing absolute and unconditional guarantee of payment and\nperformance and not as a guarantee of collection.\n\n         SECTION 5.09 Waiver of Appraisal Rights. Seller hereby waives any right\nhe may have to demand appraisal pursuant to Section 262 of the Delaware General\nCorporation Law in connection with the Merger.\n\n         SECTION 5.10 Further Assurances. At any time and from time to time for\na reasonable period of time after the Closing, at the Purchaser's reasonable\nrequest, Seller will duly execute, acknowledge and deliver all such further and\nother assurances and documents, and will take such other action consistent with\nthe terms of this Agreement, at Seller's expense, for the purpose of better\nassigning, transferring and conveying to the Purchaser, or reducing to the\nPurchaser's possession, any or all of the Shares.\n\n\n                                   ARTICLE VI\n                              CONDITIONS TO CLOSING\n\n         SECTION 6.01 Conditions to the Obligations of Seller. The obligations\nof Seller to consummate the purchase and sale contemplated by this Agreement\nshall be subject to the fulfillment, at or prior to the Closing, of each of the\nfollowing conditions, any one or more of which may be waived by Seller:\n\n         (a) Representations and Warranties; Covenants. All representations and\n     warranties of Parent and the Purchaser contained in this Agreement shall be\n     true and correct on and as of the Closing Date (except for those\n     representations and warranties made as of a certain date, in which case, as\n     of that date), with the same force and effect as if made on and as of the\n     Closing Date (except for those representations and warranties made as of a\n     certain date, in which case, as of that date), except where the failure of\n     any representations or warranties to be true and correct would not, either\n     individually or in the aggregate, materially impair the ability or\n     obligation of Parent and Purchaser to perform fully on a timely basis their\n     respective obligations under this Agreement, and all material covenants\n     contained in this Agreement to be complied with by Parent and the Purchaser\n     on or before the Closing Date shall have been complied with in all material\n     respects.\n\n         (b) HSR Act. Any waiting period (and any extension thereof) under the\n     HSR Act applicable to the purchase of the Shares contemplated hereby shall\n     have expired or been terminated.\n\n         (c) No Order. No United States, state or foreign governmental authority\n     or other agency or commission or United States or state court of competent\n     jurisdiction shall have enacted, issued, promulgated, enforced or entered\n     any statute, rule, regulation, injunction or other order (whether\n     temporary, preliminary or permanent) which is in effect and has the effect\n     of making the acquisition of the Shares illegal or otherwise prohibiting\n     consummation of the Transactions.\n\n         (d) The Merger Agreement.  The Merger Agreement shall not have been\n\n     terminated, prior to the acceptance for payment by Purchaser of any shares\n     of Company Common Stock pursuant to the Offer, by the Company as a result\n     of a material breach by Parent or Purchaser of its respective obligations\n     under the Merger Agreement.\n\n         SECTION 6.02 Conditions to Obligations of Parent and the Purchaser. The\nobligations of Parent and the Purchaser to consummate the purchases and sales\ncontemplated by this Agreement shall be subject to the fulfillment, at or prior\nto the Closing, of each of the following conditions, any one or more of which\nmay be waived by them:\n\n         (a) Representations and Warranties; Covenants. All representations and\n     warranties of Seller contained in this Agreement shall be true and correct\n     in all respects as of the Closing Date (except for those representations\n     and warranties made as of a certain date, in which case, as of that date),\n     with the same force and effect as if made as of the Closing Date (except\n     for those representations and warranties made as of a certain date, in\n     which case, as of that date), except where the failure of any\n     representations or warranties to be true and correct would not, either\n     individually or in the aggregate, have a Material Adverse Effect on the\n     Company and all material covenants contained in this Agreement to be\n     complied with by Seller on or before the Closing Date shall have been\n     complied with in all material respects.\n\n         (b) HSR Act. Any waiting period (and any extension thereof) under the\n     HSR Act applicable to the purchase of the Shares contemplated hereby shall\n     have expired or been terminated.\n\n         (c) No Order. No United States, state or foreign governmental authority\n     or other agency or commission or United States or state court of competent\n     jurisdiction shall have enacted, issued, promulgated, enforced or entered\n     any statute, rule, regulation, injunction or other order (whether\n     temporary, preliminary or permanent) which is in effect and has the effect\n     of making the acquisition of Shares illegal or otherwise prohibiting\n     consummation of the Transactions.\n\n         (d) No Material Adverse Effect. No event or events shall have occurred,\n     or be reasonably likely to occur, which, individually or in the aggregate,\n     have, or could reasonably be expected to have, a Material Adverse Effect on\n     the Company.\n\n         (e) Key Employee; Employment Agreement. Seller shall have continued to\n     be employed as Chief Executive Officer of the Company with duties and\n     responsibilities comparable to the duties and responsibilities he has\n     performed in the past and shall have executed and delivered to the Company\n     the Employment Agreement substantially in the form attached hereto as\n     Exhibit A.\n\n         (f) Conditions to Offer. All conditions to Purchaser's obligation to\n     accept for payment shares of Company Common Stock tendered pursuant to the\n     Offer shall have been satisfied.\n\n\n                                   ARTICLE VII\n                                 INDEMNIFICATION\n\n         SECTION 7.01 Survival. Subject to the limitations and other provisions\nof this Agreement, the representations and warranties of the parties hereto\ncontained herein shall survive the Closing and shall remain in full force and\neffect, regardless of any investigation made by or on behalf of any of the\nparties hereto, for a period of two years after the Closing Date, except for the\nrepresentations and warranties contained in Sections 3.01 and 3.02, which shall\nsurvive the Closing Date without limitation. Neither the period of survival nor\nthe liability of Seller with respect to Seller's representations and warranties\nshall be reduced by any investigation made at any time by or on behalf of the\nPurchaser or Parent. If written notice of a claim has been given prior to the\nexpiration of the applicable representations and \n\nwarranties by the Purchaser or Parent to Seller, then the relevant\nrepresentations and warranties shall survive as to such claim, until such claim\nhas been finally resolved. The covenants and agreements of the parties hereto\nshall survive the Closing and shall remain in full force and effect, regardless\nof any investigation of any of the parties hereto.\n\n         SECTION 7.02 Indemnification. (a) Subject to the other terms and\nconditions of this Agreement and as an adjustment to purchase price, Seller\nagrees to indemnify Parent and any subsidiary or affiliate thereof, whether now\nor thereafter such a subsidiary or affiliate, and any director, officer or\nemployee of any thereof against and hold each of them harmless from all Losses\narising out of the breach of any representation or warranty of Seller, or any\ncovenant or agreement of Seller herein. Anything in Section 7.01 to the contrary\nnotwithstanding, no claim may be asserted nor may any action be commenced\nagainst Seller for breach of any representation or warranty, unless notice of\nsuch claim or action is received by Seller describing in reasonable detail the\nfacts and circumstances with respect to the subject matter of such claim or\naction on or prior to the date on which the statute of limitations with respect\nto such representation or warranty expires.\n\n         (b) Subject to the other terms and conditions of this Agreement, Parent\nand the Purchaser agree, jointly and severally, to indemnify Seller against and\nhold Seller harmless from all Losses arising out of the breach of any\nrepresentation or warranty in Section 4.04 or 4.06 or any covenant or agreement\nof Parent and the Purchaser herein. Anything in Section 7.01 to the contrary\nnotwithstanding, no claim may be asserted nor may any action be commenced\nagainst Parent or the Purchaser for breach of any representation or warranty\nunless notice of such claim or action is received by Parent or the Purchaser\ndescribing the facts and circumstances with respect to the subject matter of\nsuch claim or action on or prior to the date on which the statute of limitations\nwith respect to such representation or warranty expires.\n\n         (c) Promptly after receipt by any party hereto (the 'Indemnified\nPerson') of notice of any demand, claim or circumstances which, with lapse of\ntime, would or might give rise to a claim or the commencement (or threatened\ncommencement) of any action, proceeding or investigation that may result in a\nLoss, the Indemnified Person shall give notice thereof (the 'Claims Notice') to\nany party or parties obligated to provide indemnification pursuant to this\nSection 7.02 (the 'Indemnifying Party'). The Claims Notice shall describe such\nthreatened claim or demand in reasonable detail, and shall indicate the amount\n(estimated, if necessary) of the Loss that has been or may be suffered by the\nIndemnified Person. The Indemnifying Party shall have the right to direct,\nthrough counsel of its own choosing, the defense or settlement of any such claim\nor proceeding at its own expense. If the Indemnifying Party elects to assume the\ndefense of any such claim, the Indemnified Person may participate in such\ndefense, but in such case the expenses of the Indemnified Person shall be paid\nby the Indemnified Person; provided, however, that if there exists or is\nreasonably likely to exist a conflict of interest that would make it\ninappropriate in the judgment of the Indemnified Person, in its sole and\nabsolute discretion, for the same counsel to represent both the Indemnified\nPerson and the Indemnitor, then the Indemnified Person shall be entitled to\nretain its own counsel, in each jurisdiction for which the Indemnified Person\ndetermines counsel is required, at the expense of the Indemnitor. Such\nIndemnified Person shall cooperate with the Indemnifying Party in the defense or\nsettlement thereof, and shall make available to the Indemnifying Party any\ndocuments or other papers within its control that are necessary or appropriate\nfor such defense, and the Indemnifying Party shall reimburse the Indemnified\nPerson for all its reasonable out-of-pocket expenses in connection therewith. If\nthe Indemnifying Party elects to direct the defense of any such claim, the\nIndemnified Person shall not pay, or permit to be paid, any part of any claim\narising from such asserted liability unless the Indemnifying Party consents in\nwriting to such payment or unless the Indemnifying Party, subject to the last\nsentence of this Section 7.02(c), withdraws from the defense of such asserted\nliability or unless a final judgment from which no appeal may be taken by or on\nbehalf of the Indemnifying Party is entered against the Indemnified Person for\nsuch liability. If the Indemnifying Party shall fail to defend, or if after\ncommencing or undertaking any such defense fails to prosecute or withdraws from\nsuch defense, the Indemnified Person shall have the right to undertake the\ndefense or settlement thereof, at the Indemnifying Party's expense. If the\nIndemnified Person assumes the defense of any such claim or proceeding pursuant\nto this Section 7.02(c) and proposes to settle such \n\nclaim or proceeding prior to a final judgment thereon or to forego appeal with\nrespect thereto, then the Indemnified Person shall give the Indemnifying Party\nprompt notice thereof and the Indemnifying Party shall have the right to\nparticipate in the settlement or assume or reassume the defense of such claim or\nproceeding.\n\n         (d) Without limiting any other remedy available to any Indemnified\nPerson, each Indemnified Person that shall have suffered a Loss as to which it\nshall be entitled to indemnification, shall be entitled to satisfy, either in\nwhole or in part, such right to indemnification by setting off or recouping the\namount of such Loss, or any portion thereof, against any obligation that any\nIndemnified Person or any affiliate thereof shall have to pay money to Seller,\nincluding, without limitation, any amounts owed by Parent or the Purchaser to\nSeller pursuant to any employment contract of Seller.\n\n         SECTION 7.03 Limitations on Indemnification. (a) Notwithstanding any\nprovision to the contrary contained in this Agreement, the indemnifications in\nfavor of the Purchaser and Parent contained in Section 7.02(a) herein shall not\nbe effective until the aggregate dollar amount of all Losses indemnified against\nunder such section exceeds $100,000; provided, however, that the maximum amount\nof indemnifiable Losses which may be recovered from Seller arising out of or\nresulting from the causes enumerated in this Article VII shall be an amount\nequal to $2,000,000 with respect to any Losses in connection with a breach of\nthe representation and warranty set forth in Section 3.07 and the aggregate\npurchase price paid to Seller pursuant to Section 2.01 with respect to all other\nLosses.\n\n         (b) Notwithstanding any provision to the contrary contained in this\nAgreement, the indemnifications in favor of the Seller contained in Section\n7.02(b) herein shall not be effective until the aggregate dollar amount of all\nLosses indemnified against under such section exceeds $100,000; provided,\nhowever, that the maximum amount of indemnifiable Losses which may be recovered\nfrom the Purchaser and Parent arising out of or resulting from the causes\nenumerated in this Article VII shall be an amount equal to the aggregate\npurchase price paid to Seller pursuant to Section 2.01 with respect to all\nLosses.\n\n         (c) To the extent that an indemnification obligation pursuant to one of\nthe provisions of Section 7.02 herein overlaps with an indemnification\nobligation pursuant to any\n\n\nother provision of Section 7.02 herein or any other provision of this Agreement,\nthe party seeking such indemnification shall be entitled to only one of such\nindemnification payments.\n\n\n                                  ARTICLE VIII\n                        TERMINATION, AMENDMENT AND WAIVER\n\n         SECTION 8.01 Termination. This Agreement may be terminated at any time\nprior to the Closing:\n\n         (a) By the mutual written consent of Seller and the Purchaser;\n\n         (b) By either party, if the Closing shall not have occurred by March\n     31, 1996; provided, however, that the right to terminate this Agreement\n     under this Section 8.01(b) shall not be available to any party whose\n     failure to fulfill any obligation under this Agreement shall have been the\n     cause of, or shall have resulted in, the failure of the Closing to occur on\n     or prior to such date;\n\n         (c) By the Purchaser if, between the date hereof and the time scheduled\n     for the Closing: (i) an event or condition occurs that has resulted in or\n     that may be expected to result in a Material Adverse Effect on the Company,\n     (ii) any material representation or warranty of Seller contained in this\n     Agreement shall not have been true and correct when made or deemed made,\n     (iii) Seller shall not have complied with any material covenant or\n     agreement to be complied with by it and contained in this Agreement; or\n     (iv) Seller, the Company or any Subsidiary makes a general assignment for\n     the benefit of creditors, or any proceeding shall be instituted by or\n     against Seller, the Company or any Subsidiary seeking to adjudicate any of\n     them a bankrupt or insolvent, or seeking liquidation, winding up or\n     reorganization, arrangement, adjustment, protection, relief or composition\n     of its debts under any Law relating to bankruptcy, insolvency or\n     reorganization;\n\n         (d) by Seller if, prior to the acceptance for purchase by Purchaser of\n     any shares of Company Common Stock pursuant to the Offer, the Company shall\n     terminate the Merger Agreement as a result of a material breach by Parent\n     or Purchaser of its respective obligations thereunder; or\n\n         (e) by Parent and Purchaser upon termination of the Offer or the Merger\n     Agreement in accordance with the terms thereof for any reason other than a\n     material breach by Parent or Purchaser of their respective obligations\n     thereunder.\n\n         SECTION 8.02 Effect of Termination. In the event of termination of this\nAgreement as provided in Section 8.01, this Agreement shall forthwith become\nvoid and there shall be no liability on the part of any party hereto, except (a)\nas set forth in Section 9.04 and (b) nothing herein shall relieve either party\nfrom liability for any breach hereof.\n\n         SECTION 8.03 Amendment. This Agreement may not be amended or modified\nexcept by an instrument in writing signed by Seller, Parent and the Purchaser.\n\n         SECTION 8.04 Waiver. At any time prior to the Closing, any party hereto\nmay (a) waive any inaccuracies in the representations and warranties of the\nother party contained herein or in any document delivered pursuant hereto and\n(b) waive compliance by the other party with any of the agreements or conditions\ncontained herein. Any such waiver shall be valid if set forth in an instrument\nin writing signed by the party to be bound thereby.\n\n\n                                   ARTICLE IX\n                                  MISCELLANEOUS\n\n         SECTION 9.01 Notices. Any notice or other communication required or\npermitted hereunder shall be in writing, and shall be delivered personally,\ntelegraphed, \n\ntelexed, sent by facsimile transmission or sent by certified, registered or\nexpress mail, postage prepaid. Any such notice shall be deemed to have been\ngiven when so telegraphed, telexed or, if sent by facsimile transmission,\nanswerback received, or if mailed, two days after deposit in the United States\nmails, or if personally delivered, addressed to the parties as follows:\n\n         Parent or the Purchaser:\n               \n               Thomson U.S. Holdings Inc.\n               c\/o The Thomson Corporation\n               Metro Center at One Station Place\n               Stamford, Connecticut  06902\n               Attention:  General Counsel\n               Telecopier:  (203) 348-5718\n\n         With a copy to:\n\n               Research Institute of America\n               90 Fifth Avenue\n               New York, New York  10011\n               Attention:  Euan C. Menzies\n               Telecopier:  (212) 377-4277\n\n         And a copy to:\n\n               Shearman &amp; Sterling\n               599 Lexington Avenue\n               New York, New York  10022\n               Attention:  David W. Heleniak,  Esq.\n               Telecopier:  (212) 848-7179\n\n         Seller:\n\n               Robert W. Nolan, Sr.\n               2252 Welsch Industrial Court\n               St. Louis, Missouri  63146\n               Telecopier:  (314) 432-7308\n\n         With a copy to:\n\n               Peper, Martin, Jensen, Maichel and Hetlage\n               720 Olive Street, 24th Floor\n               St. Louis, Missouri  63101\n               Telecopier:  (314) 621-4834\n               Attention:  John R. Short, Esq.\n\nAny party may change its above address and attorney for notices upon written\nnotice to the other parties in accordance with this Section 9.01.\n\n         SECTION 9.02 Assignment. All terms of this Agreement shall be binding\nupon, and inure to the benefit of, the parties hereto and their respective legal\nrepresentatives, successors, heirs and assigns. This Agreement, however, may not\nbe assigned by any party without the prior written consent of the other parties.\n\n         SECTION 9.03 Entire Agreement; Headings. This Agreement and the Merger\nAgreement constitute the entire agreement between the parties hereto with\nrespect to the transactions contemplated hereby and shall supersede and cancel\nall prior and contemporaneous agreements, whether written or oral, between such\nparties dealing with the subject matter hereof. Section and paragraph headings\nare not to be considered part of this Agreement and are included solely for\nconvenience and are not intended to be full or accurate descriptions of the\ncontents \n\nthereof.\n\n         SECTION 9.04 Fees and Expenses. All costs and expenses incurred in\nconnection with this Agreement (i) by Parent and the Purchaser shall be paid by\nParent and the Purchaser and (ii) by Seller shall be paid by the Company,\nwhether or not the transactions contemplated hereby are consummated.\n\n         SECTION 9.05 Equitable Relief; Preservation of Remedies. If either\nSeller on the one hand, or the Purchaser on the other hand, commits a breach, or\nthreatens to commit a breach, of its obligations to consummate the transactions\nprovided for herein, the other party shall have the right and remedy to have the\nprovisions of this Agreement specifically enforced by any court having equity\njurisdiction, it being acknowledged and agreed that any such breach or\nthreatened breach will cause irreparable injury to Seller on the one hand, and\nthe Purchaser on the other, and that money damages will not provide an adequate\nremedy to the other party.\n\n         SECTION 9.06 No Third-Party Beneficiaries. Nothing in this Agreement\nshall confer any rights upon any person who or entity which is not a party or an\nassignee of a party to this Agreement.\n\n         SECTION 9.07 Counterparts. This Agreement may be signed in any number\nof counterparts with the same effect as if the signatures to each counterpart\nwere upon a single instrument, and all such counterparts together shall be\ndeemed an original of this Agreement.\n\n         SECTION 9.08 Severability. If any provision of this Agreement, or the\napplication of any such provision to any person or circumstance, shall be held\ninvalid by a court of competent jurisdiction, the remainder of this Agreement,\nor the application of such provision to persons or circumstances other than\nthose as to which it is held invalid, shall not be affected thereby.\n\n         SECTION 9.09 Consent to Jurisdiction. Seller, Parent and the Purchaser\neach hereby irrevocably and unconditionally:\n\n         (a) Submits itself in any legal action or proceeding relating to this\n     Agreement, or for recognition and enforcement of any judgment in respect\n     hereof, to the non- exclusive jurisdiction of the courts of the State of\n     New York located in the City of New York and the courts of the United\n     States of America for the Southern District of New York, and Appellate\n     courts from any thereof, and consents and agrees to such action or\n     proceeding being brought in such courts;\n\n         (b) Confirms that its obligations hereunder are wholly commercial in\n     nature, waives and agrees not to assert, by way of motion, as a defense, or\n     otherwise, in any suit, action or proceeding relating to this Agreement or\n     any claim that it is not personally subject to the jurisdiction of the\n     courts named in paragraph (a) above;\n\n         (c) Waives any objection that it may now or hereafter have to the venue\n     of any such action or proceeding in any such court or that such action or\n     proceeding was brought in an inconvenient court and agrees not to plead or\n     claim the same;\n\n         SECTION 9.10 Governing Law. This Agreement shall be governed by and\nconstrued in accordance with the laws of the State of New York applicable to\ncontracts made and to be performed wholly within such State.\n\n\n         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as\nof the day and year first above written.\n\n\n                                   THOMSON U.S. HOLDINGS INC.\n\n                                   By: \/s\/ Nigel R. Harrison               \n                                     Name: Nigel R. Harrison\n                                     Title: Executive Vice President\n\n\n                                   SCS SUBSIDIARY, INC.\n\n\n                                   By: \/s\/ Nigel R. Harrison               \n                                     Name: Nigel R. Harrison\n                                     Title: Treasurer\n\n\n                                    \/s\/ Robert W. Nolan, Sr.               \n                                   Robert W. Nolan, Sr.\n\n                                Consent of Spouse\n\n         The undersigned, as the spouse of Robert W. Nolan, Sr., who is a\nsignatory of the foregoing Stock Purchase Agreement, hereby consents to,\nconfirms and ratifies any sale by her spouse of any Shares contemplated by the\nforegoing Stock Purchase Agreement, and for purposes of any community property\nlaws and all other laws, conveys all her right, title and interest in and to\nsuch Shares to the purchaser of such Shares.\n\n\n\n                                    \/s\/  Lou Ann Nolan                     \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-43714","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\/43714","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=43714"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43714"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43714"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43714"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}