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Exhibit A
CONTRIBUTION AGREEMENT
This CONTRIBUTION AGREEMENT (this "AGREEMENT") is dated as of
December 27, 2000 by and between Pearson Longman, Inc, a Delaware corporation
("PARENT") and Pearson DBC Holdings Inc., a Delaware corporation ("SUBSIDIARY").
W I T N E S S E T H:
WHEREAS, Parent owns all of the issued and outstanding capital
stock of Subsidiary;
WHEREAS, Parent also owns 56,423,949 shares of common stock (the
"DBC STOCK") of Data Broadcasting Corporation, a Delaware corporation ("DBC");
WHEREAS, Parent wishes to contribute to Subsidiary, and Subsidiary
wishes to accept the contribution from Parent of, the DBC Stock; and
WHEREAS, for U.S. federal income tax purposes, it is intended
that the contribution pursuant to this Agreement shall qualify as a tax-free
reorganization under Section 351 of the U.S. Internal Revenue Code of 1986,
as amended.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth in this Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. CONTRIBUTION OF SHARES. Pursuant to Section 2 hereof, Parent
hereby contributes and delivers to Subsidiary, and Subsidiary hereby accepts
the contribution and delivery from Parent of, the DBC Stock.
2. DELIVERIES. Parent is delivering herewith to Subsidiary, and
Subsidiary hereby acknowledges receipt of:
(a) a certificate or certificates evidencing the DBC Stock, duly
endorsed in blank or accompanied by stock powers or other transfer documents, in
each case sufficient to convey to the Subsidiary good and marketable title to,
and legal and beneficial ownership of, the DBC Stock free and clear of any
liens; and
(b) to the extent that they are in Parent's possession, the minute
books, corporate seals and other corporate or financial books, records and
documents of or pertaining to DBC and its respective subsidiaries, if any.
3. FURTHER ASSURANCES.
(a) Each of the parties hereto shall promptly do, make, execute or
deliver, or cause to be done, made, executed or delivered, all such further
acts, documents
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and things as the other party hereto may reasonably require from time to time
for the purpose of giving effect to this Agreement and shall use its best
efforts and take all such steps as may be reasonably within its power to
implement to their full extent the provisions of this Agreement. The parties
hereto shall cooperate in causing DBC to issue, and register in its respective
stock book, a stock certificate in the name of Subsidiary reflecting
Subsidiary's ownership of the DBC Stock.
(b) If any contract between DBC Contributed Subsidiary (or a
subsidiary thereof) and a third party requires consent in connection with the
exchange of such capital stock and such consent has not been obtained as of the
date of this Agreement, Parent and Subsidiary shall cooperate to the extent
reasonably practicable to obtain such consent.
4. EFFECTIVE TIME. This Agreement and each provision contained
herein shall be effective as of 1:00 P.M. Eastern Standard Time on the date
hereof.
5. INVESTMENT REPRESENTATION. Subsidiary is acquiring the DBC Stock
for investment and not with a view to distribution (within the meaning of the
Securities Act of 1933 (the "SECURITIES ACT")), without prejudice, however,
to its right at all times to sell or otherwise dispose of all or part of the
DBC Stock pursuant to an effective registration statement under the
Securities Act and applicable state securities laws, or under an exemption
from such registration available under the Securities Act (including Rule 144
and Rule 144A) and applicable state securities laws.
6. THIRD PARTY BENEFICIARIES. This Agreement is for the sole benefit
of the parties hereto and their successors and assigns, and nothing herein,
express or implied, is intended to or shall confer upon any other person or
entity any legal or equitable right, benefit or remedy of any nature
whatsoever under or by reason of this Agreement.
7. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument.
8. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York, without giving effect
to any choice of law or conflict of law provision or rule (whether of the
State of New York or any other jurisdiction) that would cause the application
of the laws of any other jurisdiction other than the State of New York.
[SIGNATURE PAGE FOLLOWS.]
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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by a
duly authorized officer of each party hereto as of the date first above written.
PEARSON LONGMAN, INC.
By: /s/ Mark Nieker
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Name: Mark Nieker
Title:
PEARSON DBC HOLDINGS INC.
By: /s/ Mark Nieker
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Name: Mark Nieker
Title:
