{"id":43859,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/registration-rights-agreement-altavista-co-and-overture.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"registration-rights-agreement-altavista-co-and-overture","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/registration-rights-agreement-altavista-co-and-overture.html","title":{"rendered":"Registration Rights Agreement &#8211; AltaVista Co. and Overture Services Inc."},"content":{"rendered":"<pre>                          REGISTRATION RIGHTS AGREEMENT\n\n         This REGISTRATION RIGHTS AGREEMENT (the \"Agreement\") is entered into as\nof February 18, 2003 by and among AltaVista Company, a Delaware corporation (the\n\"Company\"), and Overture Services, Inc., a Delaware corporation (the \"Parent\").\n\n                                    RECITALS\n\n         WHEREAS, concurrently with the execution of this Agreement, Parent,\nAurora I, LLC, a Delaware limited liability company of which the Company is the\nsole member, the Company and CMGI, Inc., a Delaware corporation, are entering\ninto an Asset Purchase Agreement, dated of even date herewith (the \"Asset\nPurchase Agreement\"), which provides, among other things, that the Company will\nsell, assign, transfer and convey to Parent, and Parent will purchase and assume\nfrom the Company, the Acquired Assets and Assumed Liabilities (as defined in the\nAsset Purchase Agreement); and\n\n         WHEREAS, certain of the Company's obligations under the Asset Purchase\nAgreement are conditioned upon the execution and delivery by Parent of this\nAgreement.\n\n         NOW THEREFORE, in consideration of the mutual promises,\nrepresentations, warranties, covenants and conditions set forth herein, the\nparties mutually agree as follows:\n\n         Section 1.        DEFINITIONS. As used in this Agreement, the following\nterms shall have the following respective meanings. Capitalized terms used and\nnot otherwise defined herein shall have the meanings ascribed thereto in the\nAsset Purchase Agreement.\n\n         \"Common Stock\" means shares of common stock of Parent.\n\n         \"Exchange Act\" means the Securities Exchange Act of 1934, as amended.\n\n         \"Holder\" means the Company or permitted assignee pursuant to Section\n2.8 owning of record Shares or Registrable Securities that have not been sold to\nthe public.\n\n         \"Register,\" \"registered,\" and \"registration\" refer to a registration\neffected by preparing and filing a registration statement in compliance with the\nSecurities Act, and the declaration or ordering of effectiveness of such\nregistration statement or document.\n\n         \"Registrable Securities\" means: (i) Common Stock issued or issuable\npursuant to the Asset Purchase Agreement; and (ii) any Common Stock issued as a\ndividend or other distribution with respect to, or in exchange for, or in\nreplacement of, such above-described securities; provided, however, that\nRegistrable Securities shall not include shares of Common Stock that have been\nregistered under the Securities Act and disposed of pursuant to the registration\nstatement used to effect such registration.\n\n         \"Registration Expenses\" shall mean all expenses incurred by Parent in\ncomplying with Section 2.1 hereof, including, without limitation, all\nregistration and filing fees, printing expenses, fees and disbursements of\ncounsel for Parent, blue sky fees and expenses, and the expense of any special\naudits incident to or required by any such registration, including the Company\nAudited Financial Statements (but excluding discounts and commissions relating\nto such sale and transfer taxes, if any, and the accounting, legal and\nprofessional fees of Holders).\n\n         \"Securities Act\" shall mean the Securities Act of 1933, as amended.\n\n         \"Shares\" shall mean the Common Stock issued pursuant to the Asset\nPurchase Agreement.\n\n         \"SEC\" or \"Commission\" means the Securities and Exchange Commission.\n\n         Section 2.        REGISTRATION\n\n                  2.1      Shelf Registration.\n\n                           (a)      Subject to the conditions of this Section\n2.1(a), as soon as practicable, but in no event later than two (2) business days\nafter the Closing Date, Parent shall file a registration statement pursuant to\nRule 415 under the Securities Act permitting the continuous resale from time to\ntime of the Registrable Securities. In the event that the registration statement\nis not reviewed by the SEC, Parent shall use all reasonable efforts to\nimmediately cause the effectiveness of the registration statement. In the event\nthat the registration statement is reviewed by the SEC, Parent shall use all\nreasonable efforts to address the comments provided by the SEC and all\nreasonable efforts to cause the effectiveness of the registration statement as\nsoon as possible and shall use best efforts to do so within sixty (60) days of\nthe initial filing date. Notwithstanding the foregoing, Parent shall make\nappropriate investigation and inquiry to determine if the SEC will permit the\nfiling of such registration statement prior to the closing under the Asset\nPurchase Agreement, and if so, Parent shall file such registration statement\nwithin five (5) business days following receipt of the Company Audited Financial\nStatements, if such day precedes the Closing Date, and use all reasonable\nefforts to cause effectiveness as soon as possible thereafter and shall use best\nefforts to do so within sixty (60) days from filing, so long as the Closing\nshall have occurred. Upon effectiveness, Parent shall use its best efforts to\nkeep the registration statement continuously in effect for one calendar year\nthereafter, subject to extension for any suspension of sales, as provided below.\nIt shall be a condition to Parent's obligations under this Section 2.1(a) that\nit shall have received the Company Audited Financial Statements and such\ninformation from the Holders as is necessary to be included in the registration\nstatement.\n\n                           (b)      Notwithstanding anything to the contrary in\nthis Agreement, Parent may suspend the sales of the Registrable Securities as\nfollows:\n\n                                    (i) During the first sixty (60) days after\n         the effective date, on not more than two (2) occasions, one of which\n         may not\n\n                                       2\n\n         exceed three (3) trading days, and the other of which may not exceed\n         two (2) trading days;\n\n                                    (ii) During the next one hundred twenty\n         (120) days for not more than forty-five (45) calendar days in the\n         aggregate and shall use all reasonable efforts to limited suspension to\n         not more than three (3) occasions; and\n\n                                    (iii) During the next one hundred eighty\n         (180) days for not more than forty-five (45) calendar days in the\n         aggregate and shall use all reasonable efforts to limit suspension to\n         not more than three (3) occasions;\n\nif, in each such case, Parent shall furnish to the Holders a certificate signed\nby the Chief Executive Officer of Parent stating that in his or her good faith\njudgment, Parent is engaged in a non-public activity or there is a pending\nmaterial development the disclosure of which would be seriously detrimental to\nParent; provided, that Parent shall use all reasonable efforts to lift the\nsuspension at the earliest practicable time; and provided, further, the Parent\nshall be obligated to extend the one-year period of effectiveness for the\nregistration statement for each day the registration statement is suspended,\nsubject to the limitations of Section 2.5 below. Notwithstanding the foregoing,\nParent shall use its best efforts to keep the registration statement\ncontinuously effective during any period in which sales are suspended, and shall\nensure that the prospectus has been amended or supplemented from time to time in\ncompliance with applicable law and timely delivered to Holders, except when\nsales have been suspended as permitted above.\n\n                           (c)      If Parent suspends sales pursuant to the\npreceding section, Parent will again deliver written notice to Holder when such\nsuspension is not longer necessary, within the periods permitted hereby. Holder\nagrees that, as a condition to the receipt of the registration rights contained\nherein, upon receipt of any written notice from Parent described in this Section\n2.1(c) that suspends sales of Registrable Securities thereunder, Holder shall\nforthwith discontinue disposition of Registrable Securities and cease to deliver\nor use the related prospectus until such Holder receives copies of a\nsupplemented or amended prospectus from Parent, or until it is advised in\nwriting by Parent that the use of the prospectus may be resumed. Parent shall\ndeliver to Holder any such supplement or amended prospectus electronically and\nwithin the suspension periods permitted above. Upon request of Parent from time\nto time, Holder shall advise Parent as to the approximate number of Registrable\nSecurities then held by it or its affiliates.\n\n                  2.2      Transfer Restrictions. Notwithstanding anything to\nthe contrary set forth in Section 2.1 above, Holder and its permitted\ntransferees may not sell or transfer any of the Registrable Securities pursuant\nto the registration statement except in accordance with the following\nlimitations:\n\n                           (a)      All Holders may not sell more than an\naggregate of 150,000 Registrable Securities on any day; and\n\n                                       3\n\n                           (b)      All Holders may not sell more than an\naggregate of 500,000 Registrable Securities in any calendar week;\n\nprovided, that a Holder may effect \"block trades\" (trades not on the \"open\nmarket\") (i) of not less than one million shares of Registrable Securities, or\n(ii) if Holder then owns less than one million shares of Registrable Securities,\nall of the Registrable Securities then owned. The foregoing share numbers shall\nbe appropriately adjusted for stock splits, stock dividends, recapitalizations\nand the like. The Company shall either (i) use reasonable efforts to sell the\nRegistrable Securities from the Escrow Fund prior to the other Registrable\nSecurities; provided that the Company shall not be required to do so if\neffecting sales through the Escrow Fund would cause a material delay in the\ncompletion of a sale, or (ii) sell its Registrable Securities and exchange the\nnet proceeds therefrom for Registrable Securities held in the Escrow Fund, until\nsuch time as there are no more Registrable Securities in the Escrow Fund.\n\n                  2.3      Expenses Of Registration. Except as specifically\nprovided herein, all Registration Expenses incurred in connection with any\nregistration, qualification or compliance pursuant to Section 2.1 shall be borne\nby Parent.\n\n                  2.4      Obligations Of Parent. Whenever required to effect\nthe registration of any Registrable Securities, Parent shall, as expeditiously\nas possible:\n\n                           (a)      prepare and file with the SEC such\namendments and supplements to such registration statement and the prospectus\nused in connection with such registration statement as may be necessary to\ncomply with the provisions of the Securities Act with respect to the disposition\nof all securities covered by such registration statement;\n\n                           (b)      prepare and file with the SEC such\namendments and supplements to such registration statement and the prospectus\nused in connection with such registration statement as may be necessary to add\nany permitted assignee or transferee of any Holder as a \"selling stockholder\"\ntherein, subject to receipt of the requisite information regarding such \"selling\nstockholder\";\n\n                           (c)      furnish to the Holders such number of copies\nof a prospectus, including a preliminary prospectus, in conformity with the\nrequirements of the Securities Act, and such other documents as they may\nreasonably request in order to facilitate the disposition of Registrable\nSecurities owned by them;\n\n                           (d)      use all reasonable efforts to register and\nqualify the securities covered by such registration statement under such other\nsecurities or Blue Sky laws in the United States; provided, that Parent shall\nnot be required in connection therewith or as a condition thereto to qualify to\ndo business or to file a general consent to service of process in any such\nstates or jurisdictions;\n\n                           (e)      furnish to each Holder upon request: (i) to\nthe extent true, a written statement by Parent that it has complied with the\nreporting requirements of the Securities Act and the Exchange Act and that it\nqualifies as a registrant whose securities\n\n                                       4\n\nmay be resold pursuant to Form S-3 and (ii) such other information as may be\nreasonably requested in availing each Holder of any rule or regulation of the\nSEC which permits the selling of any Registrable Securities pursuant to Form\nS-3;\n\n                           (f)      notify each Holder of Registrable Securities\ncovered by the registration statement of the issuance by the SEC or any other\nfederal or state governmental authority of any stop order suspending the\neffectiveness of the registration or the initiation of any proceedings for that\npurpose or the receipt by Parent of any notification with respect to the\nsuspension of the qualification of the Registrable Securities for sale in any\njurisdiction;\n\n                           (g)      cause all such Registrable Securities\nregistered hereunder to be listed on the Nasdaq National Market or each\nsecurities exchange on which similar securities issued by Parent are then\nlisted, if any.\n\n                  2.5      Termination Of Registration Rights. All registration\nrights granted under this Section 2 shall terminate and be of no further force\nand effect on the earliest of (i) the date that all of the Registrable\nSecurities have been sold; (ii) one year after the initial effective date of the\nregistration statement; provided, that this period shall be extended for any\nsuspension of sales effected pursuant to Section 2.1(b). In the event that any\nHolder may sell all of such Holder's Registrable Securities in a ninety (90) day\nperiod pursuant to Rule 144 without registration under the Securities Act, the\nobligations of Parent hereunder to such Holder shall be of no further force and\neffect whatsoever upon written notice of the Parent to such Holder.\n\n                  2.6      Furnishing Information.\n\n                           (a)      It shall be a condition precedent to the\nobligations of Parent hereunder that the selling Holders shall furnish to Parent\nsuch information regarding themselves, the Registrable Securities held by them\nand the intended method of disposition of such securities as shall be required\nto effect the registration of their Registrable Securities.\n\n                           (b)      Upon termination of the registration rights\nof all Holders under this Agreement in accordance with Section 2.5, each Holder\nshall discontinue sales of Registrable Securities pursuant to the registration\nstatement. If, pursuant to the terms of this Agreement, Parent shall have given\nnotice to Holder of its intention to remove from registration the Registrable\nSecurities covered by the registration statement that have been sold, Holder\nshall notify Parent promptly upon the receipt of such notice of the number of\nRegistrable Securities that are registered but remain unsold.\n\n                  2.7      Indemnification. In the event any Registrable\nSecurities are included in a registration statement under Section 2.1 or 2.2:\n\n                           (a)      Parent will indemnify and hold harmless each\nHolder, the partners, officers, directors and legal counsel of each Holder, and\neach person, if any, who controls such Holder within the meaning of the\nSecurities Act or the Exchange Act, against any losses, claims, damages, or\nliabilities (joint or several) to which they may\n\n                                       5\n\nbecome subject under the Securities Act, the Exchange Act or other federal or\nstate law, insofar as such losses, claims, damages or liabilities (or actions in\nrespect thereof) arise out of or are based upon any of the following statements,\nomissions or violations (collectively a \"Violation\") by Parent: (i) any untrue\nstatement or alleged untrue statement of a material fact contained in such\nregistration statement, including any preliminary prospectus or final prospectus\ncontained therein or any amendments or supplements thereto; (ii) the omission or\nalleged omission to state therein a material fact required to be stated therein,\nor necessary to make the statements therein not misleading; or (iii) any\nviolation or alleged violation by Parent of the Securities Act, the Exchange\nAct, any state securities law or any rule or regulation promulgated under the\nSecurities Act, the Exchange Act or any state securities law in connection with\nthe offering covered by such registration statement; and Parent will reimburse\neach such Holder, partner, officer or director or controlling person for any\nlegal or other expenses reasonably incurred by them in connection with\ninvestigating or defending any such loss, claim, damage, liability or action;\nprovided, however, that the indemnity agreement contained in this Section 2.7(a)\nshall not apply to amounts paid in settlement of any such loss, claim, damage,\nliability or action if such settlement is effected without the consent of\nParent, which consent shall not be unreasonably withheld, nor shall Parent be\nliable in any such case for any such loss, claim, damage, liability or action\n(i) to the extent that it arises out of or is based upon a Violation which\noccurs in reliance upon and in conformity with written information furnished\nexpressly for use in connection with such registration by such Holder, partner,\nofficer, director or controlling person of such Holder or (ii) if and only to\nthe extent that a copy of the prospectus or any amendment thereto relating to\nthe registration was timely provided to the Holder by the Parent but not\nthereafter sent or given by or on behalf of such Holder to the Parent of the\nHolder's Registrable Securities, if required by law to have been delivered, at\nor prior to the written confirmation of the sale of the Registrable Securities\nto such Parent, and if the prospectus as so amended or supplemented would have\ncured the defect giving rise to such loss, claim, damage or liability.\n\n                           (b)      Each Holder will, if Registrable Securities\nheld by such Holder are included in the securities as to which such registration\nqualifications or compliance is being effected, indemnify and hold harmless\nParent, each of its directors, its officers, and legal counsel and each person,\nif any, who controls Parent within the meaning of the Securities Act and any\nother Holder selling securities under such registration statement or any of such\nother Holder's partners, directors or officers, legal counsel or any person who\ncontrols such Holder, against any losses, claims, damages or liabilities (joint\nor several) to which Parent or any such director, officer, legal counsel,\ncontrolling person or other such Holder, or partner, director, officer, legal\ncounsel or controlling person of such other Holder may become subject under the\nSecurities Act, the Exchange Act or other federal or state law, insofar as such\nlosses, claims, damages or liabilities (or actions in respect thereto) arise out\nof or are based upon (i) any Violation, in each case to the extent (and only to\nthe extent) that such Violation occurs in reliance upon and in conformity with\nwritten information furnished by such Holder under an instrument duly executed\nby such Holder and stated to be specifically for use in connection with such\nregistration and (ii) any failure to suspend or cease sales of Registrable\nSecurities pursuant to the registration statement during a qualifying suspension\nperiod provided in\n\n                                       6\n\nthis Agreement; and each such Holder will reimburse any legal or other expenses\nreasonably incurred by Parent or any such director, officer, legal counsel,\ncontrolling person or other Holder, or partner, officer, director, legal counsel\nor controlling person of such other Holder in connection with investigating or\ndefending any such loss, claim, damage, liability or action if it is judicially\ndetermined that there was such a Violation; provided, however, that the\nindemnity agreement contained in this Section 2.7(b) shall not apply to amounts\npaid in settlement of any such loss, claim, damage, liability or action if such\nsettlement is effected without the consent of the Holder, which consent shall\nnot be unreasonably withheld; provided further, that in no event shall any\nindemnity under this Section 2.7 exceed the proceeds from the offering received\nby such Holder, net of discounts and commissions.\n\n                           (c)      Promptly after receipt by an indemnified\nparty under this Section 2.6 of notice of the commencement of any action\n(including any governmental action), such indemnified party will, if a claim in\nrespect thereof is to be made against any indemnifying party under this Section\n2.7, deliver to the indemnifying party a written notice of the commencement\nthereof and the indemnifying party shall have the right to participate in, and,\nto the extent the indemnifying party so desires, jointly with any other\nindemnifying party similarly noticed, to assume the defense thereof with counsel\nmutually satisfactory to the parties; provided, however, that an indemnified\nparty shall have the right to retain its own counsel, with the fees and expenses\nto be paid by the indemnifying party, if representation of such indemnified\nparty by the counsel retained by the indemnifying party would be inappropriate\ndue to actual or potential conflicting interests between such indemnified party\nand any other party represented by such counsel in such proceeding. The failure\nto deliver written notice to the indemnifying party within a reasonable time of\nthe commencement of any such action, if materially prejudicial to its ability to\ndefend such action, shall relieve such indemnifying party of any liability to\nthe indemnified party under this Section 2.7, but the omission so to deliver\nwritten notice to the indemnifying party will not relieve it of any liability\nthat it may have to any indemnified party otherwise than under this Section 2.7.\n\n                           (d)      If the indemnification provided for in this\nSection 2.7 is held by a court of competent jurisdiction to be unavailable to an\nindemnified party with respect to any losses, claims, damages or liabilities\nreferred to herein, the indemnifying party, in lieu of indemnifying such\nindemnified party thereunder, shall to the extent permitted by applicable law\ncontribute to the amount paid or payable by such indemnified party as a result\nof such loss, claim, damage or liability in such proportion as is appropriate to\nreflect the relative fault of the indemnifying party on the one hand and of the\nindemnified party on the other in connection with the Violation(s) that resulted\nin such loss, claim, damage or liability, as well as any other relevant\nequitable considerations. The relative fault of the indemnifying party and of\nthe indemnified party shall be determined by a court of law by reference to,\namong other things, whether the untrue or alleged untrue statement of a material\nfact or the omission to state a material fact relates to information supplied by\nthe indemnifying party or by the indemnified party and the parties' relative\nintent, knowledge, access to information and opportunity to correct or prevent\nsuch statement or omission; provided that in no event shall any contribution by\na Holder hereunder exceed the proceeds from the offering received by\n\n                                       7\n\nsuch Holder. No person guilty of fraudulent misrepresentation shall be entitled\nto contribution from any person who was not guilty of such fraudulent\nmisrepresentation.\n\n                           (e)      The obligations of Parent and Holders under\nthis Section 2.7 shall survive completion of any offering of Registrable\nSecurities in a registration statement and the termination of this Agreement. No\nindemnifying party, in the defense of any such claim or litigation, shall,\nexcept with the consent of each indemnified party, consent to entry of any\njudgment or enter into any settlement which does not include as an unconditional\nterm thereof the giving by the claimant or plaintiff to such indemnified party\nof a release from all liability in respect to such claim or litigation. Each\nindemnified party shall furnish such information regarding itself or the claim\nin question as an indemnifying party may reasonably request in writing and as\nshall be reasonably required in connection with defense of such claim and\nlitigation resulting therefrom.\n\n                  2.8      Assignment Of Registration Rights. The rights of\nHolder under this Section 2 may be assigned by Holder in connection with the\ntransfer of Registrable Securities to CMGI, Inc. or Compaq Computer Corporation,\nas preferred stockholders and\/or noteholders of the Company; provided, however,\nfor such assignment to be effective (A) the transferor shall furnish to Parent\nwritten notice of the name and address of such transferee or assignee and the\nsecurities with respect to which such registration rights are being assigned and\n(B) such transferee shall agree with Parent in writing to be subject to all\nrestrictions and obligations set forth in this Agreement as a Holder hereunder.\n\n                  2.9      Amendment Of Registration Rights. Any provision of\nthis Section 2 may be amended and the observance thereof may be waived (either\ngenerally or in a particular instance and either retroactively or\nprospectively), only with the written consent of Parent and the Holders of more\nthan a majority of the Registrable Securities then outstanding. Any amendment or\nwaiver effected in accordance with this Section 2.9 shall be binding upon each\nHolder and Parent. By acceptance of any benefits under this Section 2, Holders\nof Registrable Securities hereby agree to be bound by the provisions hereunder.\n\n                  2.10     Rule 144 Reporting. With a view to making available\nto the Holders the benefits of certain rules and regulations of the SEC which\nmay permit the sale of the Registrable Securities to the public without\nregistration, Parent agrees to use all reasonable efforts to:\n\n                           (a)      make and keep public information available,\nas those terms are understood and defined in SEC Rule 144;\n\n                           (b)      file with the SEC, in a timely manner, all\nreports and other documents required of Parent under the Exchange Act; and\n\n                           (c)      so long as a Holder owns any Registrable\nSecurities, furnish to such Holder forthwith upon request: (i) a written\nstatement by Parent as to its compliance with the reporting requirements of said\nRule 144 of the Securities Act, and of\n\n                                       8\n\nthe Exchange Act (at any time after it is subject to such reporting\nrequirements); and (ii) a copy of the most recent annual or quarterly report of\nParent; and such other reports and documents as a Holder may reasonably request\nin availing itself of any rule or regulation of the SEC allowing it to sell any\nsuch securities without registration.\n\n         Section 3.        MISCELLANEOUS\n\n                  3.1      Governing Law. This Agreement shall be governed by\nand construed in accordance with the laws of the State of Delaware without\ngiving effect to the principles of conflicts of law thereof.\n\n                  3.2      Time is of the Essence. Parent acknowledges and\nagrees that time is of the essence in this contract, and that in entering into\nthe Asset Purchase Agreement, the Company is relying on Parent's agreement to\nsatisfy each and every time deadline contained herein, subject to the conditions\nhereof.\n\n                  3.3      Survival. The representations, warranties, covenants,\nand agreements made herein shall survive any investigation made by any Holder\nand the closing of the transactions contemplated hereby. All statements as to\nfactual matters contained in any certificate or other instrument delivered by or\non behalf of Parent pursuant hereto in connection with the transactions\ncontemplated hereby shall be deemed to be representations and warranties by\nParent hereunder solely as of the date of such certificate or instrument.\n\n                  3.4      Successors And Assigns. Except as otherwise expressly\nprovided herein, the provisions hereof shall inure to the benefit of, and be\nbinding upon, the successors, permitted assigns, heirs, executors, and\nadministrators of the parties hereto; provided, however, that prior to the\nreceipt by Parent of adequate written notice of the transfer of any Registrable\nSecurities specifying the full name and address of the permitted transferee,\nParent may deem and treat the person listed as the holder of such shares in its\nrecords as the absolute owner and holder of such shares for all purposes,\nincluding the payment of dividends or any redemption price.\n\n                  3.5      S-3 Eligibility. Parent currently meets the\nrequirements for registration on Form S-3 under the Securities Act, and Parent\nshall take all reasonable efforts to ensure that the Parent meets these\nrequirements on the initial filing date and effective date of the registration\nstatement.\n\n                  3.6      Entire Agreement. This Agreement and the documents\nand instruments and other agreements among the parties hereto and referenced\nherein constitute the full and entire understanding and agreement between the\nparties with regard to the subjects hereof and supersede all prior agreements\nand understandings, both written and oral, among the parties with respect to the\nsubject matter hereof.\n\n                  3.7      Severability. In case any provision of the Agreement\nshall be invalid, illegal, or unenforceable, the validity, legality, and\nenforceability of the remaining provisions shall not in any way be affected or\nimpaired thereby.\n\n                                       9\n\n                  3.8      Amendment And Waiver.\n\n                           (a)      Except as otherwise expressly provided, this\nAgreement may be amended or modified only upon the written consent of Parent and\nthe Holders of more than a majority of the Registrable Securities then\noutstanding.\n\n                           (b)      Except as otherwise expressly provided, the\nobligations of Parent and the rights of the Holders under this Agreement may be\nwaived only with the written consent of the Holders of more than a majority of\nthe Registrable Securities.\n\n                  3.9      Delays Or Omissions. Subject to Section 3.8, no delay\nor omission to exercise any right, power, or remedy accruing to any party to\nthis Agreement, upon any breach, default or noncompliance of another party shall\nimpair any such right, power, or remedy, nor shall it be construed to be a\nwaiver of any such breach, default or noncompliance, or any acquiescence\ntherein, or of any similar breach, default or noncompliance thereafter\noccurring. Any waiver, permit, consent, or approval of any kind or character on\nany party's part of any breach, default or noncompliance under the Agreement or\nany waiver on such party's part of any provisions or conditions of this\nAgreement must be in writing and shall be effective only to the extent\nspecifically set forth in such writing. All remedies, either under this\nAgreement, by law, or otherwise afforded to the parties, shall be cumulative and\nnot alternative.\n\n                  3.10     Notices. All notices, demands or requests which may\nbe given by any party to the other party shall be in writing and shall be deemed\nto have been duly given on the date delivered in person, or sent via telefax, or\non the next Business Day if sent by overnight courier, or on the date of the\nthird (3rd) Business Day after deposit, postage prepaid, in the United States\nmail via certified mail return receipt requested, and addressed as set forth\nbelow:\n\n                  if to Parent to:\n\n                           Overture Services, Inc.\n                           74 North Pasadena Avenue, 3rd Floor\n                           Pasadena, CA 91103\n                           Attention: Chief Financial Officer\n                           Telephone No.:  (626) 685-5600\n                           Facsimile No.:  (626) 685-5607\n\n                               with a copy to:\n\n                           Wilson Sonsini Goodrich &amp; Rosati\n                           Professional Corporation\n                           650 Page Mill Road\n                           Palo Alto, California 94304\n                           Attention: Martin W. Korman, Esq.\n                           Telephone No.:  (650) 493-9300\n                           Facsimile No.:  (650) 493-6811\n\n                                       10\n\n                                and to:\n\n                           Wilson Sonsini Goodrich &amp; Rosati\n                           Professional Corporation\n                           One Market, Spear Street Tower\n                           Suite 3300\n                           San Francisco, California 94105\n                           Attention: Michael S. Ringler, Esq.\n                           Telephone No.:  (415) 947-2000\n                           Facsimile No.:  (415) 947-2099\n\n                  if to the Company, to:\n\n                           AltaVista Company\n                           1070 Arastradero\n                           Palo Alto, CA 94304\n                           Attention: General Counsel\n                           Telephone No.:  (650) 320-7300\n                           Facsimile No.:  (650) 320 6433\n\n                               with a copy to:\n\n                           Skadden, Arps, Slate, Meagher &amp; Flom LLP\n                           525 University Avenue\n                           Palo Alto, CA 94301\n                           Attention: Gregory C. Smith, Esq.\n                           Telephone No.:  (650) 470-4500\n                           Facsimile No.:  (650) 470 4570\n\n         The address to which such notices, demands, requests, elections or\nother communications are to be given by either party may be changed by written\nnotice given by such party to the other party pursuant to this Section 3.10.\n\n                  3.11     Attorneys' Fees. In the event that any dispute among\nthe parties to this Agreement should result in litigation, the prevailing party\nin such dispute shall be entitled to recover from the losing party all fees,\ncosts and expenses of enforcing any right of such prevailing party under or with\nrespect to this Agreement, including without limitation, such reasonable fees\nand expenses of attorneys and accountants, which shall include, without\nlimitation, all fees, costs and expenses of appeals.\n\n                  3.12     Titles And Subtitles. The titles of the sections and\nsubsections of this Agreement are for convenience of reference only and are not\nto be considered in construing this Agreement.\n\n                  3.13     Counterparts. This Agreement may be executed in any\nnumber of counterparts, all of which shall be considered one and the same\nagreement and shall\n\n                                       11\n\nbecome effective when counterparts have been signed by each of the parties and\ndelivered to the other party.\n\n                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]\n\n                                       12\n\n         IN WITNESS WHEREOF, the parties hereto have executed the Registration\nRights Agreement as of the date set forth in the first paragraph hereof.\n\n                                            OVERTURE SERVICES, INC.\n\n\n                                                   \/s\/ Todd Tappin\n                                            By:    __________________________\n\n                                                   Todd Tappin\n                                            Name:  __________________________\n\n                                                   CFO\n                                            Title: __________________________\n\n                                            ALTAVISTA COMPANY\n\n                                                   \/s\/ James J. Barnett     \n                                            By:    __________________________\n                             \n                                                   James J. Barnett\n                                            Name:  __________________________\n\n                                                   President and CEO\n                                            Title: __________________________\n\n                 SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8435],"corporate_contracts_industries":[],"corporate_contracts_types":[9632,9629],"class_list":["post-43859","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-overture-services-inc","corporate_contracts_types-securities__registration","corporate_contracts_types-securities"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43859","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=43859"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43859"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43859"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43859"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}