{"id":43874,"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-hewlett-packard-co-and-merrill.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"registration-rights-agreement-hewlett-packard-co-and-merrill","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/registration-rights-agreement-hewlett-packard-co-and-merrill.html","title":{"rendered":"Registration Rights Agreement &#8211; Hewlett-Packard Co. and Merrill Lynch &#038; Co."},"content":{"rendered":"<pre>\n                         REGISTRATION RIGHTS AGREEMENT\n\n                          Dated as of October 14, 1997\n\n                                 by and between\n\n                            HEWLETT-PACKARD COMPANY\n\n                                      and\n\n                              MERRILL LYNCH &amp; CO.\n               Merrill Lynch, Pierce, Fenner &amp; Smith Incorporated\n\n                       Liquid Yield Option\/TM\/ Notes due 2017\n                          (Zero Coupon - Subordinated)\n\n\n\n\n\n \n                         REGISTRATION RIGHTS AGREEMENT\n\n          This Registration Rights Agreement (this \"Agreement\") is made and\nentered into as of October 14, 1997 by and between Hewlett-Packard Company, a\nCalifornia corporation (the \"Company\"), and Merrill Lynch &amp; Co., Merrill Lynch,\nPierce, Fenner &amp; Smith Incorporated, a Delaware corporation (the \"Purchaser\").\n\n          This Agreement is made pursuant to the Purchase Agreement, dated as of\nOctober 7, 1997 (the \"Purchase Agreement\"), between the Company and the \nPurchaser, which provides for the sale by the Company to the Purchaser of\n$1,800,000,000 aggregate principal amount at maturity of the Company's Liquid\nYield Option\/TM\/ Notes due 2017 (Zero Coupon--Subordinated) (the \"LYONs\") and\nthe grant by the Company to the Purchaser of an option to purchase all or any\npart of an additional $200,000,000 aggregate principal amount at maturity of its\nLYONs. In order to induce the Purchaser to enter into the Purchase Agreement,\nthe Company has agreed to provide the registration rights set forth in this\nAgreement. The execution of this Agreement is a condition to the closing under\nthe Purchase Agreement.\n\n          The parties hereby agree as follows:\n\nSECTION 1.     DEFINITIONS.\n               ----------- \n\n          Capitalized terms used herein without definition shall have their\nrespective meanings set forth in the Purchase Agreement or the Indenture.  As\nused in this Agreement, the following terms shall have the following meanings:\n\n          Closing Date:  October 14, 1997, or such other date as may be agreed\n          ------------                                                        \nupon for the sale and purchase of the LYONs pursuant to the Purchase Agreement.\n\n          Common Stock:  the common stock of the Company, par value $1.00 per\n          ------------                                                       \nshare.\n\n          Exchange Act:  The Securities Exchange Act of 1934, as amended, and\n          ------------                                                       \nthe rules and regulations of the SEC promulgated thereunder.\n\n\n\/TM\/Trademark of Merrill Lynch &amp; Co., Inc.\n\n                                       2\n\n \n          Indenture:  The Indenture, dated as of October 14, 1997, between the\n          ---------                                                           \nCompany and Chase Trust Company of California, as Trustee, pursuant to which the\nLYONs are being issued, as amended or supplemented from time to time in\naccordance with the terms thereof.\n\n          Prospectus:  The prospectus included in any Registration Statement\n          ----------                                                        \n(including, without limitation, a prospectus that discloses information\npreviously omitted from a prospectus filed as part of an effective registration\nstatement in reliance upon Rule 430A), as amended or supplemented by any\nprospectus supplement, with respect to the terms of the offering of any portion\nof the Registrable Securities covered by such Registration Statement, and all\nother amendments and supplements to the prospectus, including post-effective\namendments and all material incorporated by reference or deemed to be\nincorporated by reference in such prospectus.\n\n          Registrable Securities:  All LYONs and shares of Common Stock that are\n          ----------------------                                                \nRestricted Securities.\n\n          Registration Expenses:  See Section 5 hereof.\n          ---------------------                        \n\n          Registration Statement:  Any registration statement of the Company\n          ----------------------                                            \nthat covers any of the Registrable Securities pursuant to the provisions of this\nAgreement, including the Prospectus, amendments and supplements to such\nregistration statement, including post-effective amendments, all exhibits, and\nall material incorporated by reference or deemed to be incorporated by reference\nin such registration statement.\n\n          Restricted Securities:  Any and all LYONs upon original issuance\n          ---------------------                                           \nthereof (and any shares of Common Stock issued upon conversion thereof other\nthan pursuant to an effective registration statement under the Securities Act)\nand at all times subsequent thereto until, as to any Restricted Security, (i)\nthe sale of such Restricted Security has been effectively registered under the\nSecurities Act and such Restricted Security has been disposed of in accordance\nwith the method of distribution set forth in the Registration Statement\nrelating thereto, (ii) it is distributed to the public pursuant to Rule 144, or\n(iii) is otherwise able to be sold, pursuant to Rule 144(k) (or any similar\nprovision then in force, but not Rule 144A) under the Securities Act.\n\n          SEC:  The Securities and Exchange Commission.\n          ---                                          \n\n                                       3\n\n \n          Securities Act:  The Securities Act of 1933, as amended, and the rules\n          --------------                                                        \nand regulations promulgated by the SEC thereunder.\n\n          Shelf Registration:  See Section 3 hereof.\n          ------------------                        \n\n          Special Counsel:  Any special counsel to the holders of Registrable\n          ---------------                                                    \nSecurities, for which holders of Registrable Securities will be reimbursed\npursuant to Section 5 hereof.\n\n          TIA:  The Trust Indenture Act of 1939, as amended.\n          ---                                               \n\nSECTION 2. SECURITIES SUBJECT TO THIS AGREEMENT.\n           ------------------------------------ \n\n               (a) Securities.  The securities entitled to the benefits of this\n                   ----------                                                  \nAgreement are the Registrable Securities.\n\n               (b) Holders of Registrable Securities.  A Person is deemed to be\n                   ---------------------------------\na holder of Registrable Securities whenever such Person beneficially owns\nRegistrable Securities; provided that only Registrable Securities of holders who\nare registered holders of Registrable Securities shall be counted for purposes\nof calculating any proportion of holders of Registrable Securities entitled to\ntake action or give notice pursuant to this Agreement.\n\nSECTION 3. SHELF REGISTRATIONS.\n           ------------------- \n\n               (a) Shelf Registrations.  As promptly as practicable and in no\n                   -------------------\nevent later than 90 days after the date hereof, the Company shall prepare and\nfile with the SEC a Registration Statement (which may include any previously\nfiled Registration Statement meeting the requirements set forth herein) under\nthe Securities Act for an offering to be made on a continuous basis pursuant to\nRule 415 (or any similar rule that may be adopted by the SEC) under the\nSecurities Act covering all the Registrable Securities (the \"Shelf\nRegistration\").\n\n               (b) The Shelf Registration shall be on Form S-3 or another\nappropriate form permitting registration of such Registrable Securities for\nresale by such holders in the manner or manners designated by them.\n\n                                       4\n\n \n               (c) The Company shall use its reasonable efforts to cause the\nShelf Registration to become effective under the Securities Act in accordance\nwith Section 3(a) hereof and shall keep the Shelf Registration continuously\neffective (i) as it applies to the LYONs, for a period of one year from the\nClosing Date, and (ii) as it applies to the Common Stock issuable upon\nconversion of the LYONs, for a period of two years from the Closing Date or, in\neither case, such shorter period that will terminate when all Registrable\nSecurities covered by the Shelf Registration are no longer Restricted\nSecurities. The Company shall also supplement or make amendments to any Shelf\nRegistration if required by the rules, regulations or instructions applicable to\nthe registration form used by the Company or if required by the Securities Act.\n\nSECTION 4. REGISTRATION PROCEDURES\n           -----------------------\n\n      (A) Registration Procedures - Company\n          ---------------------------------\n\n          In connection with the registration obligations pursuant to Section 3\nhereof, the Company shall use reasonable efforts to effect such registration to\npermit the sale of such Registrable Securities in accordance with the then\nintended method or methods of disposition thereof, and pursuant thereto, the\nCompany shall as expeditiously as possible:\n\n                (a) prepare and file with the SEC, within the time period\nspecified in Section 3, a Registration Statement or Registration Statements on\nany appropriate form under the Securities Act, which form shall be available for\nthe sale of the Registrable Securities by the holders thereof in accordance with\nthe intended method or methods of distribution thereof, and use reasonable\nefforts to cause each such Registration Statement to become effective and remain\neffective as provided herein; provided, however, that before filing a\nRegistration Statement or Prospectus or any amendments or supplements thereto\n(excluding the Company's filings with the SEC under the Exchange Act), the\nCompany shall furnish to the Special Counsel copies of the Registration\nStatement or Prospectus and all such documents in the form proposed to be filed\nat least two business days prior thereto, which documents will be subject to the\nreview of the Special Counsel, and the Company shall not file any such\nRegistration Statement or amendment thereto or any Prospectus or any sup plement\nthereto to which the Special Counsel shall reasonably object on a timely basis,\nunless the Company is advised by its counsel that such Registration Statement or\namendment thereto or any Prospectus or supplement thereto is required to be\nfiled by applicable law;\n\n                                       5\n\n \n                (b) prepare and file with the SEC such amendments and post-\neffective amendments to each Registration Statement as may be necessary to keep\nsuch Registration Statement continuously effective for the applicable period;\ncause the related Prospectus to be supplemented by any required Prospectus\nsupplement, and as so supplemented to be filed pursuant to Rule 424 (or any\nsimilar provisions then in force) under the Securities Act;\n\n                (c) promptly notify the Special Counsel with respect to any\nevent contemplated by clause (i), (ii), (iii), (iv), (v) or (vi) and, with\nrespect to any event contemplated by clause (i)(B), (iv), (v), or (vi) below,\nnotify such holders promptly (and in each case, if requested, confirm any such\noral or telephonic notice in writing), (i) when a Prospectus or any prospectus\nsupplement or post-effective amendment related to such Registrable Securities\n(A) has been filed, and, (B) with respect to a Registration Statement or any\npost-effective amendment related to such Registrable Securities, when the same\nhas become effective; (ii) of the receipt of any comments from the SEC; (iii) of\nany request by the SEC for amendments or supplements to a Registration\nStatement or related Prospectus or for additional information; (iv) of the\nissuance by the SEC of any stop order suspending the effectiveness of a\nRegistration Statement or the initiation of any proceedings for that purpose;\n(v) of the receipt by the Company of any notification with respect to the\nsuspension of the qualification or exemption from qualification of any of the\nRegistrable Securities for sale or exchange in any jurisdiction of the United\nStates of America or the initiation of any proceeding for such purpose; (vi) of\nthe happening of any event that makes any statement of a material fact made in\nsuch Registration Statement or related Prospectus or any document incorporated\nor deemed to be incorporated therein by reference untrue or that requires the\nmaking of any changes in a Registration Statement or related Prospectus so that\nsuch documents will not contain any untrue statement of a material fact or omit\nto state any material fact required to be stated therein or necessary to make\nthe statements therein, in light of the circumstances under which they were\nmade, not misleading (provided that the timely filing of a report under the\nExchange Act which is incorporated by reference in the Registration Statement\nand related Prospectus shall constitute effective notice under this subsection\n(vi)); and (vii) of the determination of the Company that a post-effective\namendment to a Registration Statement would be appropriate;\n\n                (d) use its reasonable efforts to obtain the withdrawal of any\norder suspending the effectiveness of a Registration Statement or the lifting of\n\n                                       6\n\n \nany suspension of the qualification (or exemption from qualification) of any of\nthe Registrable Securities for sale or exchange in any jurisdiction of the\nUnited States of America, as promptly as practicable;\n\n                (e) if reasonably requested by any holder of Registrable\nSecurities covered by a Registration Statement, (i) promptly incorporate in a\nprospec tus supplement or post-effective amendment such information with respect\nto the holder and such holder's planned method of disposition as such holder\nreasonably requests to be included therein as necessary so that the Registration\nStatement does not include an untrue statement of a material fact or omit to\nstate a material fact with respect to such holder or such holder's planned\nmethod of distribution, (ii) make all required filings of such prospectus\nsupplement or such post-effective amendment as soon as the Company has received\nnotification of the matters to be incorporated in such prospectus supplement or\nsuch post-effective amendment, and (iii) supplement or make amendments to any\nRegistration Statement as is required by applicable law;\n\n                (f) furnish to each selling holder of Registrable Securities\nupon request, and the Special Counsel, without charge, at least one conformed\ncopy of the Registration Statement or Statements and any post-effective\namendment thereto, including financial statements and schedules, without charge.\n\n                (g) deliver to each selling holder of Registrable Securities and\nthe Special Counsel, without charge, as many copies of the Prospectus or\nProspectuses (including each preliminary prospectus) and any amendment or supple\nment thereto (other than the documents incorporated by reference therein) as\nsuch Persons may reasonably request for the purposes of confirming sales under\nthe Registration Statement; the Company consents to the use of such Prospectus\nor any amendment or supplement thereto in accordance with applicable law by each\nof the selling holders of Registrable Securities in connection with the offering\nand sale of the Registrable Securities covered by such Prospectus or any\namendment or supplement thereto in accordance with applicable law;\n\n                (h) prior to any public offering of Registrable Securities, use\nits reasonable efforts to register or qualify or cooperate with the selling\nholders of Registrable Securities and the Special Counsel in connection with the\nregistration or qualification (or exemption from such registration or\nqualification) of such Registrable Securities for offer and sale, as the case\nmay be, under the securities or Blue Sky laws of such state or local\njurisdictions in the United States as any seller \n\n                                       7\n\n \nreasonably requests in writing; keep each such registration or qualification (or\nexemption therefrom) effective during the period such Registration Statement is\nrequired to be kept effective and do any and all other acts or things reasonably\nrequired to enable the disposition in such jurisdictions of the Registrable\nSecurities covered by the applicable Registration Statement; provided, however,\n                                                             --------  -------\nthat the Company will not be required to (A) qualify generally to do business in\nany jurisdiction where it is not then so qualified, (B) take any action that\nwould subject it to general service of process in any such jurisdiction where it\nis not then so subject or (C) register or qualify securities prior to the\neffective date of any Registration Statement under Section 3 hereof;\n\n                (i) cooperate with the selling holders of Registrable Securities\nto facilitate the timely preparation and delivery of certificates representing\nRegistrable Securities, which certificates shall not bear any restrictive\nlegends; and enable such Registrable Securities to be in such denominations and\nregistered in such names, in all cases consistent with the requirements set\nforth in the Indenture, as the holders may request;\n\n                (j) subject to the exceptions contained in (A), (B) and (C) of\nsubsection (h) hereof, use its reasonable efforts to cause the Registrable\nSecurities covered by the applicable Registration Statement to be registered\nwith or approved by such other federal, state and local governmental regulatory\nagencies or authorities in the United States as may be necessary, by virtue of\nthe business and operations of the Company, to enable the seller or sellers\nthereof to consummate the disposition of such Registrable Securities and\ncooperate with each seller of Registrable Securities in connection with any\nfilings required to be made with the National Association of Securities Dealers,\nInc.;\n\n                (k) other than when sales of Registerable Securities are not\npermitted pursuant to Section 4(B)(c) and Section 4(B)(d), upon the occurrence\nof any event contemplated by paragraph 4(c)(vi) or 4(c)(vii) above, as promptly\nas practicable thereafter, prepare and file with the SEC a supplement or post-\neffective amendment to the applicable Registration Statement or a supplement to\nthe related Prospectus or any document incorporated therein by reference or file\nany other required document so that, as thereafter delivered to the purchasers\nof the Registrable Securities being sold thereunder, such Prospectus will not\ncontain an untrue statement of a material fact or omit to state a material fact\nrequired to be stated therein or necessary to make the statements therein, in\nlight of the circumstances under which they were made, not misleading;\n\n                                       8\n\n \n                (l) cause the Indenture to be qualified under the TIA not later\nthan the effective date of any Registration Statement; and in connection there\nwith, cooperate with the Trustee to effect such changes to the Indenture as may\nbe required for the Indenture to be so qualified in accordance with the terms of\nthe TIA and execute, and use their reasonable efforts to cause the Trustee to\nexecute, all documents as may be required to effect such changes, and all other\nforms and documents required to be filed with the SEC to enable the Indenture to\nbe so qualified in a timely manner;\n\n                (m) comply with all applicable rules and regulations of the SEC\nand make generally available to the Company's securityholders an earnings\nstatement satisfying the provisions of Section 11(a) of the Securities Act and\nRule 158 thereunder no later than the date required for the filing of the\napplicable forms referred to in Rule 158 under the Exchange Act, commencing on\nthe first day of the first fiscal quarter of the Company commencing after the\neffective date of a Registration Statement, which statement shall cover said \n12-month period; and\n\n                (n) (i) list all LYONs and Common Stock covered by such\nRegistration Statement on any securities exchange on which the Common Stock is\nthen listed or (ii) authorize for quotation on the National Association of\nSecurities Dealers Automated Quotation System (\"NASDAQ\") or the National Market\nSystem of NASDAQ all LYONs and Common Stock covered by such Registration\nStatement if the Common Stock is then so authorized for quotation.\n\n     (B) Registration Procedures - Holders\n         ---------------------------------\n\n                (a) The Company may require each selling holder of Registrable\nSecurities under a Shelf Registration to furnish to the Company such information\nregarding such selling holder and the distribution of such Registrable\nSecurities, including the information specified in Item 507 of Regulation S-K\nunder the Securities Act, as the Company may from time to time reasonably\nrequest in writing, and each holder in acquiring such Registrable Securities\nagrees to supply such information to the Company promptly upon such request but\nin no event later than the 30th day after such written request is made pursuant\nto Section 8(d) hereof. Further, if at any time a selling holder determines that\nany information supplied by such holder pursuant to the preceding sentence or\notherwise contained in the Registration Statement or any amendment or\nsupplement thereto is no longer accurate in any material respect, it shall\npromptly supply the Company with the correct information.\n\n                                       9\n\n \n                (b) Each holder of Registrable Securities agrees by acquisition\nof such Registrable Securities that (i) such holder will promptly (and in any\ncase within two business days after completion of such sale or distribution)\nnotify the Company following any sale of Registrable Securities under a Shelf\nRegistration or distribution to the public pursuant to Rule 144 (or any similar\nprovision then in force, but not Rule 144A under the Securities Act) and (ii)\nupon receipt of any notice from the Company of the happening of any event of the\nkind described in Section 4(c)(iv), 4(c)(v), or 4(c)(vi) hereof, such holder\nwill forthwith discontinue disposition of such Registrable Securities covered by\nsuch Registration Statement or Prospectus and will not resume disposition of\nsuch Registrable Securities until such holder's receipt of the copies of the\nsupplemented or amended Prospectus contemplated by Section 4(k) hereof, or until\nit is advised in writing by the Company that the use of the applicable\nProspectus may be resumed and has received copies of the Registration Statement\nand Prospectus and any additional or supplemental filings that are incorporated\nor deemed to be incorporated by reference in such Prospectus.\n\n                (c) If the Company determines (at any time and in its sole\ndiscretion), to suspend use of the Shelf Registration due to pending material\ncorporate developments or similar material events that have not yet been\npublicly disclosed, the Company shall deliver a certificate in writing, signed\nby an authorized officer to the holders of Registrable Securities and the\nSpecial Counsel to the effect of the foregoing and upon receipt of such\ncertificate such holders will forthwith discontinue disposition of such\nRegistrable Securities covered by such Registration Statement or Prospectus and\nwill not resume disposition of such Registrable Securities until such holders'\nreceipt of copies of a supplemental or amended Prospectus, or until it is\nadvised in writing by the Company that such Prospectus may be used and has\nreceived copies of any additional or supplemental filings that are incorporated\nor deemed incorporated by reference in such Prospectus.  The Company will use\nreasonable efforts to ensure that use of the Shelf Registration Statement may be\nresumed as promptly as is practicable.  The period of time that the Shelf\nRegistration Statement is not available for sales as a result of events under\nthis Section 4(B)(c) shall not exceed in the aggregate 30 days in any 12 month\nperiod.  Each day that the Shelf Registration Statement is not available for\nsales of Registrable Securities shall extend by such day the period of time that\nthe Shelf Registration Statement would have to remain effective under Section\n3(c).\n\n                (d) Notwithstanding anything to the contrary contained herein, a\nholder of Registerable Securities shall not have a right to sell such Regis-\n\n                                       10\n\n \ntrable Securities under the Shelf Registration Statement from January 16, 1998\nthrough and including February 18, 1998; from April 15, 1998 through and\nincluding May 19, 1998; from July 15, 1998 through and including August 18,\n1998; from October 14, 1998 through and including November 17, 1998; from\nJanuary 18, 1999 through and including February 17, 1999; from April 14, 1999\nthrough and including May 18, 1999; from July 16, 1999 through and including\nAugust 17, 1999; and from October 14, 1999 through and including November 16,\n1999.\n\nSECTION 5. REGISTRATION EXPENSES.\n           --------------------- \n\n                (a) The Company shall pay all fees and expenses incurred by it\nor Purchaser incident to the performance of or compliance with this Agreement by\nthe Company including, without limitation, (i) all SEC, stock exchange or\nNational Association of Securities Dealers, Inc. registration and filing fees,\n(ii) all fees and expenses incurred in connection with compliance with state\nsecurities or Blue Sky laws (including reasonable fees and disbursements of\ncounsel for any holders in connection with Blue Sky qualification of any of the\nRegistrable Securities), (iii) all expenses in preparing or assisting in\npreparing, printing and distributing any Registration Statement, any\nProspectus, any amendments or supplements thereto, other documents relating to\nthe Company's performance of and compliance with this Agree ment, (iv) fees and\ndisbursements of counsel for the Company and the Special Counsel in accordance\nwith the provisions of Section 5(b) hereof, and (v) all rating agency fees, but\nexcluding fees of any special accountants retained by the selling holders, and\ntransfer taxes, if any, relating to the sale or disposition of Registrable\nSecurities by a holder of Registrable Securities.\n\n                (b) In connection with any registration hereunder, the Company\nshall reimburse the holders of the Registrable Securities being registered or\ntendered for in such registration for the reasonable fees (not to exceed,\nwithout the consent of the Company, $10,000) and disbursements of not more than\none firm of attorneys representing the selling holders, which firm shall be\nchosen by the holders of a majority in amount of the Registrable Securities.\n\nSECTION 6. INDEMNIFICATION.\n           --------------- \n\n                (a) The Company agrees to indemnify and hold harmless the\nPurchaser and each holder of Registrable Securities and each person, if any, who\ncontrols the Purchaser or any holder of Registrable Securities within the\n\n                                       11\n\n \nmeaning of either Section 15 of the Securities Act or Section 20 of the Exchange\nAct, as follows:\n\n               (i)   against any and all loss, liability, claim, damage and\n     reasonable expense (including the reasonable fees and disbursements of\n     counsel) whatsoever, as incurred, arising out of any untrue statement or\n     alleged untrue statement of a material fact contained in the Registration\n     State  ment (or any amendment thereto), or the omission or alleged omission\n     there  from of a material fact required to be stated therein or necessary\n     to make the statements therein not misleading or arising out of any untrue\n     statement or alleged untrue statement of a material fact included in any\n     preliminary prospectus or the Prospectus (or any amendment or supplement\n     thereto), or the omission or alleged omission therefrom of a material fact\n     necessary in order to make the statements therein, in the light of the\n     circumstances under which they were made, not misleading;\n\n               (ii)  against any and all loss, liability, claim, damage and\n     reasonable expense (including the reasonable fees and disbursements of\n     counsel) whatsoever, as incurred, to the extent of the aggregate amount\n     paid in settlement of any litigation, or any investigation or proceeding by\n     any governmental agency or body, commenced, or threatened, or of any\n     claim whatsoever based upon any such untrue statement or omission, or any\n     such alleged untrue statement or omission, provided that (subject to\n     Section 6(d) below) any such settlement is effected with the written\n     consent of the Company; and\n\n               (iii) against any and all expense whatsoever, as incurred\n     (including the reasonable fees and disbursements of counsel), reason  ably\n     incurred in investigating, preparing or defending against any litigation,\n     or any investigation or proceeding by any governmental agency or body, com-\n     menced or threatened, or any claim whatsoever based upon any such untrue\n     statement or omission, or any such alleged untrue statement or omission, to\n     the extent that any such expense is not paid under (i) or (ii) above;\n\nprovided, however, that this indemnity agreement shall not apply to any loss,\n--------  -------                                                            \nliability, claim, damage or expense to the extent arising out of any untrue\nstatement or omission or alleged untrue statement or omission made in reliance\nupon and in conformity with written information furnished to the Company by the\nPurchaser or \n\n                                       12\n\n \nsuch holder of Registrable Securities (which also acknowledges the indemnity\nprovisions herein) and each person, if any, who controls the Purchaser or any\nsuch holder of Registrable Securities expressly for use in the Registration\nStatement (or any amendment thereto), or any preliminary prospectus or the\nProspectus (or any amendment or supplement thereto).\n\n                (b) In connection with any Shelf Registration in which a holder\nof Registrable Securities is participating, in furnishing information relating\nto such holder of Registrable Securities to the Company in writing expressly for\nuse in such Registration Statement, any preliminary prospectus, the Prospectus\nor any amendments or supplements thereto, the holders of such Registrable\nSecurities agree, severally and not jointly, to indemnify and hold harmless the\nPurchaser and each person, if any, who controls the Purchaser within the meaning\nof either Section 15 of the Securities Act or Section 20 of the Exchange Act and\nthe Company, its directors and officers who sign a Registration Statement and\neach person, if any, who controls the Company within the meaning of either\nSection 15 of the Securities Act or Section 20 of the Exchange Act against any\nand all loss, liability, claim, damage and expense described in the indemnity\ncontained in subsection (a) of this Section, as incurred, but only with respect\nto untrue statements or omissions, or alleged untrue statements or omissions,\nmade in the Registration Statement (or any amendment thereto), or any\npreliminary prospectus or the Prospectus (or any amendment or supplement\nthereto) in reliance upon and in conformity with written information furnished\nto the Company by such holder of Registrable Securities (which also acknowledges\nthe indemnity provisions herein) and each person, if any, who controls any such\nholder of Registrable Securities expressly for use in the Registration Statement\n(or any amendment thereto) or such preliminary prospectus or the Prospectus (or\nany amendment or supplement thereto).\n\n          The Purchaser agrees to indemnify and hold harmless the Company, the\nholders of Registrable Securities, the directors of the Company, the officers of\nthe Company who sign the Registration Statement and each person, if any, who\ncontrols the Company or any holder of Registrable Securities within the meaning\nof either Section 15 of the Securities Act or Section 20 of the Exchange Act\nagainst any and all loss, liability, claim, damage and expense described in the\nindemnity contained in subsection (a) of this Section, as incurred, but only\nwith respect to untrue statements or omissions, or alleged untrue statements or\nomissions, made in the Registration Statement (or any amendment thereto), or any\npreliminary prospectus or the Prospec  tus (or any amendment or supplement\nthereto) in reliance upon and in conformity with written information furnished\nto the Company by the \n\n                                       13\n\n \nPurchaser expressly for use in the Registration Statement (or any amendment\nthereto) or such preliminary prospectus or the Prospectus (or any amendment or\nsupplement thereto).\n\n                (c) In case any action, suit or proceeding (including any\ngovernmental or regulatory investigation or proceeding) shall be brought against\nany indemnified party (other than the Company) or any person controlling such\nindemnified party, based upon the Registration Statement or the Prospectus and\nwith respect to which indemnity may be sought against the Company pursuant to\nSection 6(a), such indemnified party shall promptly notify the Company in\nwriting, and the Company shall assume the defense thereof, including the\nemployment of such counsel (such counsel to be reasonably acceptable to such\nindemnified party as described below) and payment of all expenses. Any such\nindemnified party shall have the right to employ separate counsel in any such\naction, suit or proceeding and to participate in the defense thereof, but the\nfees and expenses of such separate counsel shall be at the expense of such\nindemnified party unless (A) the employment of such counsel shall have been\nspecifically authorized in advance in writing by the Company, (B) the Company\nshall have failed to assume the defense and employ counsel within 30 days after\nnotification from the Initial Purchaser or (C) the named parties to any such\naction, suit or proceeding (including any impleaded parties) shall include both\nsuch indemnified party and the Company, and such indemnified party shall have\nbeen advised by counsel that there may be one or more legal defenses available\nto it which are different from, or additional to, those available to the Company\n(in which case, if such indemnified party notifies the Company in writing that\nit selects to employ separate counsel at the expense of the Company, the Company\nshall not have the right to assume the defense of such action, suit or\nproceeding on behalf of such indemnified party, it being understood, however,\nthat the Company shall not, in connection with any one such action or separate\nbut substantially similar or related actions in the same jurisdiction arising\nout of the same general allegations or circumstances, be liable for the\nreasonable fees and expenses of more than one separate firm of attorneys (in\naddition to any local counsel) for all such indemnified parties, which firm\nshall be designated in writing as set forth below). In such case involving the\nPurchaser and control persons of the Purchaser, such firm shall be designated in\nwriting by the Purchaser and shall be reasonably acceptable to the Company. In\nsuch case involving the holders of Registrable Securities and such controlling\npersons of holders of Registrable Securities, such firm shall be designated in\nwriting by holders of a majority in amount of the Registrable Securities. In\ncase any action, suit or proceeding (including any governmental or regulatory\ninvestigation or proceeding) \n\n                                       14\n\n \nshall be brought against the Company, any of the Company's directors or\nofficers, or any person controlling the Company, with respect to which indemnity\nmay be sought against any indemnifying party other than the Company pursuant to\nSection 6(b), such indemnifying party shall have the rights and duties given to\nthe Company by this Section 6(c), and the Company, the Company's directors and\nofficers and any such controlling person shall have the rights and duties given\nto the indemnified party by this Section 6(c). In such cases where the Company\nis the indemnified party, such firm shall be designated by the Company.\n\n                No indemnifying party shall, without the prior written consent\nof the indemnified parties, settle or compromise or consent to the entry of any\njudgment with respect to any litigation, or any investigation or proceeding by\nany governmental agency or body, commenced or threatened, or any claim\nwhatsoever in respect of which indemnification or contribution could be sought\nunder this Section 6 hereof (whether or not the indemnified parties are actual\nor potential parties thereto), unless such settlement, compromise or consent (i)\nincludes an unconditional release of each indemnified party from all liability\narising out of such litigation, investigation, proceeding or claim and (ii) does\nnot include a statement as to or an admission of fault, culpability or a failure\nto act by or on behalf of any indemnified party.\n\n                (d) If at any time an indemnified party shall have requested, in\nwriting, an indemnifying party to reimburse the indemnified party for fees and\nexpenses of counsel, such indemnifying party agrees that it shall be liable for\nany settlement of the nature contemplated by Section 6(a)(ii) effected without\nits written consent if (i) such settlement is entered into more than 45 days\nafter receipt by such indemnifying party of aforesaid request, (ii) such\nindemnifying party shall have received notice of the terms of such settlement at\nleast 30 days prior to such settle  ment being entered into and (iii) such\nindemnifying party shall not have reimbursed such indemnified party in\naccordance with such request prior to the date of such settlement; provided,\nhowever, if at any time an indemnified party shall have re  quested an\nindemnifying party to reimburse the indemnified party for fees and expenses of\ncounsel, an indemnifying party shall not be liable for any settlement of the\nnature contemplated by this Section 6(d) effected without its written consent if\n(x) such indemnifying party reimburses such indemnified party in accordance with\nsuch request to the extent it considers such request to be reasonable; and (y)\nsuch indemnifying    party provides written notice to the indemnified party\nsubstantiating the unpaid balance as unreasonable, in each case prior to the\ndate of such settlement.\n\n                                       15\n\n \n                (e) If the indemnification provided for in Section 6 hereof is\nfor any reason unavailable to or insufficient to hold harmless an indemnified\nparty in respect of any losses, liabilities, claims, damages or expenses\nreferred to therein, then each indemnifying party shall contribute to the\naggregate amount of such losses, liabilities, claims, damages and expenses\nincurred by such indemnified party, as incurred, in such proportion as is\nappropriate to reflect the relative fault of the indemnifying party or parties\non the one hand and of the indemnified party on the other hand in connection\nwith the statements or omissions which resulted in such losses, liabilities,\nclaims, damages or expenses, as well as any other relevant equitable\nconsiderations.\n\n                The relative fault of the Company on the one hand and the\nholders of the Registrable Securities or the Purchaser on the other hand shall\nbe determined by reference to, among other things, whether any such untrue or\nalleged untrue state ment of a material fact or omission or alleged omission to\nstate a material fact relates to information supplied by the Company or by the\nholder of the Registrable Securities or the Purchaser and the parties' relative\nintent, knowledge, access to information and opportunity to correct or prevent\nsuch statement or omission.\n\n                The parties hereto agree that it would not be just and equitable\nif contribution pursuant to this Section 6(e) were determined by pro rata\nallocation or by any other method of allocation which does not take account of\nthe equitable considerations referred to above in this Section 6(e). The\naggregate amount of losses, liabilities, claims, damages, and expenses incurred\nby an indemnified party and referred to above in this Section 6(e) shall be\ndeemed to include any legal or other expenses reasonably incurred by such\nindemnified party in investigating, preparing or defending against any\nlitigation, or any investigation or proceeding by any govern mental agency or\nbody, commenced or threatened, or any claim whatsoever based upon any such\nuntrue or alleged untrue statement or omission.\n\n                Notwithstanding the provisions of this Section 6, no holder of\nRegistrable Securities shall be required to indemnify or contribute any amount\nin excess of the amount by which the total price at which the Registrable\nSecurities sold by such holder of Registrable Securities and distributed to the\npublic were offered to the public exceeds the amount of any damages that such\nholder of Registrable Securities has otherwise been required to pay by reason of\nsuch untrue or alleged untrue statement or omission or alleged omission.\n\n                                       16\n\n \n                No person guilty of fraudulent misrepresentation (within the\nmeaning of Section 11(f) of the Securities Act) shall be entitled to\ncontribution from any person who was not guilty of such fraudulent\nmisrepresentation.\n\n                For purposes of this Section 6(e), each person, if any, who\ncontrols the Purchaser or any holder of Registrable Securities within the\nmeaning of Section 15 of the Securities Act or Section 20 of the Exchange Act\nshall have the same rights to contribution of such Purchaser or holder, and each\ndirector of the Company, each officer of the Company who signed the Registration\nStatement, and each person, if any, who controls the Company within the meaning\nof Section 15 of the Securities Act or Section 20 of the Exchange Act shall have\nthe same rights to contribution as the Company.\n\nSECTION 7. RULES 144 AND 144A.\n           ------------------ \n\n                The Company shall use its reasonable efforts to file the reports\nrequired to be filed by it under the Securities Act and the Exchange Act in a\ntimely manner and, if at any time it is not required to file such reports but in\nthe past had been required to or did file such reports, it will, upon the\nrequest of any holder of Registrable Securities, make available other\ninformation as required by, and so long as necessary to permit, sales of its\nRegistrable Securities pursuant to Rules 144 and 144A under the Securities Act\nor, in each case, any similar rule or regulation hereafter adopted by the SEC as\na replacement thereto having substantially the same effect as such rule.\nNotwithstanding the foregoing, nothing in this Section 7 shall be deemed to\nrequire the Company to register any of its securities pursuant to the Exchange\nAct.\n\nSECTION 8. MISCELLANEOUS.\n           ------------- \n\n                (a) Remedies.  In the event of a breach by the Company of any of\n                    --------\nits obligations under this Agreement, each holder of Registrable Securities, in\naddition to being entitled to exercise all rights granted by law, including\nrecovery of damages, will be entitled to specific performance of its rights\nunder this Agreement. The Company agrees that monetary damages would not be\nadequate compensation for any loss incurred by reason of a breach by it of any\nof the provisions of this Agreement and hereby further agrees that, in the event\nof any action for specific performance in respect of such breach, they shall\nwaive the defense that a remedy at law would be adequate.\n\n                                       17\n\n \n                (b) No Inconsistent Agreements.  The Company shall not, on or\n                    --------------------------\nafter the date of this Agreement, enter into any agreement with respect to its\nsecurities that is inconsistent with the rights granted to the holders of\nRegistrable Securities in this Agreement or otherwise conflicts with the\nprovisions hereof.\n\n                (c) Amendments and Waivers.  The provisions of this Agreement,\n                    ----------------------                                    \nincluding the provisions of this sentence, may not be amended, modified or\nsupplemented (other than to cure any ambiguity or correct or supplement any\nprovision herein), and waivers or consents to departures from the provisions\nhereof may not be given, unless the Company has obtained the written consent of\nholders of a majority of the then outstanding amount of Registrable Securities,\nexcept in the case of the Purchaser prior to distribution of the LYONs to\nsubsequent holders, then the consent of the Purchaser.  Notwithstanding the\nforegoing, a waiver or consent to depart from the provisions hereof with respect\nto a matter that relates exclusively to the rights of holders of Registrable\nSecurities whose securities are being sold pursuant to a Registration Statement\nand that does not directly or indirectly affect the rights of other holders of\nRegistrable Securities may be given, by holders of at least a majority in amount\nof the Registrable Securities being sold by such holders.\n\n                (d) Notices.  All notices and other communications provided for\n                    -------\nor permitted hereunder shall be made in writing by hand-delivery, registered\nfirst-class mail, telex, or telecopier:\n\n               (i)  if to a holder of Registrable Securities, at the most\n     current address given by such holder to the Company in accordance with the\n     provisions of this Section 8(d), except with respect to the Purchaser prior\n     to distribution of the LYONs, then to the Purchaser at the address set\n     forth on the first page of the Purchase Agreement; and\n\n               (ii) if the Company, to Attention: General Counsel, Hewlett-\n     Packard Company, 3000 Hanover Street, Palo Alto, California 94304.\n\n          All such notices and communications shall be deemed to have been duly\ngiven: when delivered by hand, if personally delivered; five business days after\nbeing deposited in the mail, postage prepaid, if mailed; one business day after\nbeing sent by next-day air courier; and when receipt acknowledged, if\ntelecopied.\n\n                                       18\n\n \n          Copies of all such notices, demands or other communications shall be\nconcurrently delivered by the person giving the same to the Trustee under the\nIndenture at the address specified in such Indenture.\n\n                (e) Successors and Assigns.  This Agreement shall inure to the\n                    ----------------------\nbenefit of and be binding upon the successors and assigns of each of the\nparties, including without limitation and without the need for an express\nassignment, subsequent holders of Registrable Securities.\n\n                (f) Counterparts.  This Agreement may be executed in any number\n                    ------------\nof counterparts and by the parties hereto in separate counterparts, each of\nwhich when so executed shall be deemed to be an original and all of which taken\ntogether shall constitute one and the same agreement.\n\n                (g) Headings.  The headings in this Agreement are for\n                    --------\nconvenience of reference only and shall not limit or otherwise affect the\nmeaning hereof.\n\n                (h) GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND\n                    -------------\nCONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD\nTO PRINCIPLES OF CONFLICTS OF LAWS.\n\n                (i) Severability.  If any term, provision, covenant or\n                    ------------\nrestriction of this Agreement is held by a court of competent jurisdiction to be\ninvalid, void or unenforceable, the remainder of the terms, provisions,\ncovenants and restrictions set forth herein shall remain in full force and\neffect and shall in no way be affected, impaired or invalidated, and the parties\nhereto shall use reasonable efforts to find and employ an alternative means to\nachieve the same or substantially the same result as that contemplated by such\nterm, provision, covenant or restriction. It is hereby stipulated and declared\nto be the intention of the parties that they would have executed the remaining\nterms, provisions, covenants and restrictions without including any of such\nwhich may be hereafter declared invalid, void or unenforceable.\n\n                (j) Entire Agreement.  This Agreement is intended by the parties\n                    ----------------\nas a final expression of their agreement, and is intended to be a complete and\nexclusive statement of the agreement and understanding of the parties hereto in\nrespect of the subject matter contained herein. There are no restrictions,\npromises, \n\n                                       19\n\n \nwarranties or undertakings, other than those set forth or referred to herein,\nwith respect to the registration rights granted by the Company with respect to\nthe securities sold pursuant to the Purchase Agreement. This Agreement\nsupersedes all prior agreements and understandings between the parties with\nrespect to such subject matter.\n\n                (k) Securities Held by the Company or its Affiliates. Whenever\n                    ------------------------------------------------\nthe consent or approval of holders of a specified percentage of Registrable\nSecurities is required hereunder, Registrable Securities held by the Company or\nany of its affiliates shall not be counted in determining whether such consent\nor approval was given by the holders of such required percentage or amount.\n\n          IN WITNESS WHEREOF, the parties have executed this Agreement as of the\ndate first written above.\n\n                                HEWLETT-PACKARD COMPANY\n\n\n\n                                By:\n                                     -----------------------------------\n                                     Name:\n                                     Title:\n\n\n                                MERRILL LYNCH &amp; CO.\n                                MERRILL LYNCH, PIERCE, FENNER\n                                 &amp; SMITH INCORPORATED\n\n\n\n                                By:\n                                     -----------------------------------\n                                     Name:\n                                     Title:\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7770],"corporate_contracts_industries":[9508],"corporate_contracts_types":[9632,9629],"class_list":["post-43874","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-hewlett-packard-co","corporate_contracts_industries-technology__hardware","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\/43874","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=43874"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43874"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43874"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43874"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}