-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M4Yx8ssIwwwffMUR8TdlGO1NFBbERGksN417EF4kwaXRlFL4AzBE4KB2LTgx5Jsu dtcW/kNMI7pwQu/cQG4WQw== 0000912057-99-007387.txt : 19991125 0000912057-99-007387.hdr.sgml : 19991125 ACCESSION NUMBER: 0000912057-99-007387 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19991124 GROUP MEMBERS: INTERACTIVE DATA CORPORATION GROUP MEMBERS: PEARSON AG GROUP MEMBERS: PEARSON HOLDINGS INC. GROUP MEMBERS: PEARSON INC GROUP MEMBERS: PEARSON LONGMAN, INC. GROUP MEMBERS: PEARSON NETHERLANDS GROUP MEMBERS: PEARSON OVERSEAS HOLDINGS LTD. GROUP MEMBERS: PEARSON PLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DATA BROADCASTING CORPORATION CENTRAL INDEX KEY: 0000888165 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES [6200] IRS NUMBER: 133668779 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-42462 FILM NUMBER: 99764115 BUSINESS ADDRESS: STREET 1: 7050 UNION PARK CENTER STREET 2: STE 650 CITY: MIDVALE STATE: UT ZIP: 84047 BUSINESS PHONE: 8015673225 MAIL ADDRESS: STREET 1: 7050 UNION PARK CENTER STREET 2: SUITE 650 CITY: MIDVALE STATE: UT ZIP: 84047 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PEARSON INC CENTRAL INDEX KEY: 0000829700 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 510261654 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1330 AVENUE OF THE AMERICAS STREET 2: 7TH FL CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2126412400 MAIL ADDRESS: STREET 1: 1330 AVENUE OF THE AMERICAS STREET 2: 7TH FL CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) DATA BROADCASTING CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $ .01 per share. - -------------------------------------------------------------------------------- (Title of Class of Securities) 237596101 - -------------------------------------------------------------------------------- (CUSIP Number) c/o Pearson Inc. 1330 Avenue of the Americas, 7th Floor New York, New York 10019 (212) 641-2421 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) With Copies To: Anne E. Gold, Esq. Morgan, Lewis & Bockius LLP 101 Park Avenue New York, New York 10178 (212) 309-6000 November 14, 1999 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13D to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box / /. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. SEE Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 23 Pages) 1The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, SEE the Notes). CUSIP No. 237596101 13D Page 2 of 23 Pages - ------------------- ---------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) PEARSON PLC EIN: - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) / / (B) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* NOT APPLICABLE - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION ENGLAND & WALES - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH SEE ITEM 5 OF ATTACHED SCHEDULE REPORTING ----------------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER 0 ----------------------------------------------------------- 10 SHARED DISPOSITIVE POWER SEE ITEM 5 OF ATTACHED SCHEDULE - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON SEE ITEM 5 OF ATTACHED SCHEDULE - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) SEE ITEM 5 OF ATTACHED SCHEDULE - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! -2- CUSIP No. 237596101 13D Page 3 of 23 Pages - ------------------- ---------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) PEARSON OVERSEAS HOLDINGS LTD. EIN: - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) / / (B) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* NOT APPLICABLE - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION ENGLAND & WALES - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH SEE ITEM 5 OF ATTACHED SCHEDULE REPORTING ----------------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER 0 ----------------------------------------------------------- 10 SHARED DISPOSITIVE POWER SEE ITEM 5 OF ATTACHED SCHEDULE - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON SEE ITEM 5 OF ATTACHED SCHEDULE - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) SEE ITEM 5 OF ATTACHED SCHEDULE - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! -3- CUSIP No. 237596101 13D Page 4 of 23 Pages - ------------------- ---------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) PEARSON NETHERLANDS BV EIN: - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) / / (B) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* NOT APPLICABLE - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION NETHERLANDS - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH SEE ITEM 5 OF ATTACHED SCHEDULE REPORTING ----------------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER 0 ----------------------------------------------------------- 10 SHARED DISPOSITIVE POWER SEE ITEM 5 OF ATTACHED SCHEDULE - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON SEE ITEM 5 OF ATTACHED SCHEDULE - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) SEE ITEM 5 OF ATTACHED SCHEDULE - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! -4- CUSIP No. 237596101 13D Page 5 of 23 Pages - ------------------- ---------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) PEARSON AG EIN: - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) / / (B) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* NOT APPLICABLE - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION SWITZERLAND - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH SEE ITEM 5 OF ATTACHED SCHEDULE REPORTING ----------------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER 0 ----------------------------------------------------------- 10 SHARED DISPOSITIVE POWER SEE ITEM 5 OF ATTACHED SCHEDULE - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON SEE ITEM 5 OF ATTACHED SCHEDULE - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) SEE ITEM 5 OF ATTACHED SCHEDULE - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! -5- CUSIP No. 237596101 13D Page 6 of 23 Pages - ------------------- ---------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) PEARSON INC. EIN:51-0261654 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) / / (B) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* NOT APPLICABLE - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH SEE ITEM 5 OF ATTACHED SCHEDULE REPORTING ----------------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER 0 ----------------------------------------------------------- 10 SHARED DISPOSITIVE POWER SEE ITEM 5 OF ATTACHED SCHEDULE - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON SEE ITEM 5 OF ATTACHED SCHEDULE - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) SEE ITEM 5 OF ATTACHED SCHEDULE - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! -6- CUSIP No. 237596101 13D Page 7 of 23 Pages - ------------------- ---------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) PEARSON HOLDINGS INC. EIN:52-2119613 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) / / (B) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* NOT APPLICABLE - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH SEE ITEM 5 OF ATTACHED SCHEDULE REPORTING ----------------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER 0 ----------------------------------------------------------- 10 SHARED DISPOSITIVE POWER SEE ITEM 5 OF ATTACHED SCHEDULE - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON SEE ITEM 5 OF ATTACHED SCHEDULE - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) SEE ITEM 5 OF ATTACHED SCHEDULE - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! -7- CUSIP No. 237596101 13D Page 8 of 23 Pages - ------------------- ---------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) PEARSON LONGMAN, INC. EIN:13-2971110 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) / / (B) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* NOT APPLICABLE - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH SEE ITEM 5 OF ATTACHED SCHEDULE REPORTING ----------------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER 0 ----------------------------------------------------------- 10 SHARED DISPOSITIVE POWER SEE ITEM 5 OF ATTACHED SCHEDULE - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON SEE ITEM 5 OF ATTACHED SCHEDULE - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) SEE ITEM 5 OF ATTACHED SCHEDULE - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! -8- CUSIP No. 237596101 13D Page 9 of 23 Pages - ------------------- ---------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) INTERACTIVE DATA CORPORATION EIN:13-2784145 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) / / (B) /X/ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* NOT APPLICABLE - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 2,714,704 REPORTING ----------------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER 0 ----------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 2,714,704 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,714,704 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.97% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! -9- ITEM 1. SECURITY AND ISSUER This Statement on Schedule 13D (the "Statement") relates to the common stock, par value $.01 per share (the "Common Stock"), of Data Broadcasting Corporation, a Delaware corporation (the "Company"). The principal executive office of the Company is 3490 Clubhouse Drive, I-2, Jackson, Wyoming 83001. Information given in response to each item shall be deemed incorporated by reference in all other items. ITEM 2. IDENTITY AND BACKGROUND (a) This Statement is being filed by each of the following persons pursuant to Rule 13d-1(a) promulgated by the Securities and Exchange Commission (the "Commission"): (i) Pearson plc, a corporation organized under the laws of England & Wales ("Pearson"); (ii) Pearson Overseas Holdings Ltd., a corporation organized under the laws of England & Wales ("Pearson Overseas"); (iii) Pearson Netherlands BV, a corporation organized under the laws of the Netherlands ("Pearson Netherlands"); (iv) Pearson AG, a corporation organized under the laws of Switzerland ("Pearson AG"); (v) Pearson Inc., a corporation organized under the laws of Delaware ("Pearson Inc."); (vi) Pearson Holdings Inc., a corporation organized under the laws of Delaware ("Pearson Holdings"); (vii) Pearson Longman, Inc., a corporation organized under the laws of Delaware ("Pearson Longman"); and (viii) Interactive Data Corporation, a corporation organized under the laws of Delaware ("Interactive" and, collectively with Pearson, Pearson Overseas, Pearson Netherlands, Pearson AG, Pearson Inc., Pearson Holdings and Pearson Longman, the "Reporting Persons"). Pearson is an international media company which is the majority stockholder of Pearson Overseas. Pearson Overseas is an investment holding company which owns 100% of Pearson Netherlands. Pearson Netherlands is a holding company which owns 100% of Pearson AG. Pearson AG is a holding company which is the majority stockholder of Pearson Inc. Pearson Inc. is a holding company which owns 100% of Pearson Holdings. Pearson Holdings is a holding company which owns 100% of Pearson Longman. Pearson Longman is a holding company which, prior to the Merger (as defined below), owns 100% of Interactive. Interactive is an asset valuation business. (b) The addresses of the principal offices of each of the Reporting Persons are as set forth on Schedule A. Schedule A is incorporated into and made a part of this Statement. (c) Attached as Schedule B is the name, principal occupation (where applicable) and business address of each member, executive officer and/or director of each of the Reporting Persons. Schedule B is incorporated into and made a part of this Statement. (d) During the last five years, none of the Reporting Persons nor any person listed on Schedule B has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of the Reporting Persons nor any person listed on Schedule B has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION In connection with the Merger Agreement (as described in the response to Item 4), Interactive has entered -10- into Voting and Standstill Agreements, dated as of November 14, 1999 (the "Voting and Standstill Agreements"), with each of Alan J. Hirschfield Living Trust and AFT/FGT Family Partners and Tessler Family Limited Partnership, stockholders of the Company (each a "Stockholder" and, collectively, the "Stockholders"), with respect to an aggregate of 2,741,704 shares of Common Stock and any additional shares of Common Stock acquired by the Stockholders of record or beneficially after November 14, 1999 (the "Shares"). Each Stockholder separately is the beneficial owner of a portion of the total number of Shares. Neither Interactive nor any of the other persons listed in the response to Item 2 have expended any funds in connection with the Voting and Standstill Agreements, which were entered into as partial consideration for the Merger Agreement. ITEM 4. PURPOSES OF TRANSACTIONS On November 14, 1999, the Company, Pearson Longman, Detective Merger-Sub, Inc., a wholly-owned subsidiary of the Company ("Merger-Sub"), and Interactive entered into the Merger Agreement, a copy of which has been filed as an exhibit hereto. The Merger Agreement provides, among other things, for the merger of Merger-Sub with and into Interactive (the "Merger"), with Interactive to be the surviving corporation and a wholly-owned subsidiary of the Company following the Merger. Under the terms of the Merger Agreement, which is subject to the conditions discussed below, upon the Merger, each issued and outstanding share of capital stock of Merger-Sub shall be converted into and become one fully paid and nonassessable share of common stock of Interactive. Further, upon the Merger, the issued and outstanding shares of capital stock of Interactive shall be converted into the right to receive 56,453,800 shares of Common Stock (as adjusted pursuant to the Merger Agreement). The Merger will become effective at such time as the certificate of merger is duly filed with the Secretary of State of the State of Delaware or at such later time as is specified in the certificate of merger (the "Effective Time"). The Merger is subject to the approval of the Company's shareholders, regulatory approvals and other conditions to closing as listed in the Merger Agreement. In connection with the execution of the Merger Agreement, Interactive entered into a Voting and Standstill Agreement with each Stockholder. Under its Voting and Standstill Agreement, each Stockholder has agreed that, until the first to occur of (a) the Effective Time or (b) the date of an uncontested termination of the Merger Agreement (the "Termination Date"), at any meeting of the stockholders of the Company, however called, or in connection with any action by written consent of the stockholders of the Company, such Stockholder shall vote (or cause to be voted) or act by written consent with respect to its Shares (i) in favor of the Merger, the amended charter of the Company (the "Amended Charter"), the election of the slate of directors as described in the Merger Agreement, the execution and delivery by the Company of the Merger Agreement and the agreements ancillary thereto and the approval of the terms thereof and each of the other actions contemplated by the Merger Agreement and its Voting and Standstill Agreement and any actions required in furtherance thereof; (ii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or the agreements ancillary thereto; and (iii) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement or any such actions identified in writing by Interactive in advance): (A) any extraordinary corporate transaction, including, without limitation, a merger, consolidation or other business combination involving the Company or any of its Subsidiaries (as defined in the Merger Agreement); (B) a sale, lease or transfer of a material amount of assets of the Company or any of its Subsidiaries or a reorganization, recapitalization, dissolution or liquidation of the Company or any of its Subsidiaries; (C) any change in the majority of the board of directors of the Company; (D) any change in the present capitalization of the Company or any amendment of the Company's certificate of incorporation or by-laws (other than as contemplated by the Amended Charter); (E) any other change in the Company's corporate structure or business; or (F) any other action which is intended, or could reasonably be -11- expected, to impede, interfere with, delay, postpone, discourage or materially adversely affect the Merger or the transactions contemplated by the Merger Agreement or the agreements ancillary thereto. Each Stockholder further agrees not to enter into any contract or understanding with any person to vote or give instructions in any manner inconsistent with the terms of its Voting and Standstill Agreement. Under its Voting and Standstill Agreement, each Stockholder grants to Interactive and any designee of Interactive an irrevocable proxy (until the Termination Date) to vote the Stockholder's Shares as described above. Each Stockholder further agrees to revoke any proxy previously granted by such Stockholder with respect to its Shares. Prior to the Termination Date, each Stockholder has agreed to not (a) in its capacity as such, directly or indirectly (including through advisors, agents or other intermediaries), (i) solicit, initiate or encourage (including by way or furnishing information) or respond to (or take any other action designed to facilitate) any inquiries or the making of any proposal by any person (other than Interactive or any affiliate thereof) with respect to the Company that constitutes or could reasonably be expected to lead to any bona fide inquiry, proposal or offer from any person relating to any direct or indirect acquisition or purchase of a business that constitutes 20% or more of the net revenues, net income or the assets of the Company and its Subsidiaries, taken as a whole, or 20% or more of any class of equity securities of the Company or any of its Subsidiaries, any tender offer or exchange offer that if consummated would result in any person beneficially owning 20% or more of any class of equity securities of the Company or any of its Subsidiaries, or any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its Subsidiaries, other than the transactions contemplated by the Merger Agreement (a "Company Takeover Proposal") or (ii) engage in any discussions or negotiations with regard to any Company Takeover Proposal; or (b)(i) except pursuant to the terms of the Merger Agreement or its Voting and Standstill Agreement, offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, enforce or permit the execution of the provisions of any redemption agreement with the Company or enter into any contract, option or other arrangement or understanding with respect to, or consent to the offer for sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, or exercise any discretionary powers to distribute, any or all of its Shares or any interest therein, including any trust income or principal, except in each case to a Permitted Transferee (as defined in the Voting and Standstill Agreement) who is or agrees to become bound by the Stockholder's Voting and Standstill Agreement; (ii) except as contemplated by its Voting and Standstill Agreement, grant any proxies or powers of attorney with respect to any of its Shares, deposit any of its Shares into a voting trust or enter into a voting agreement with respect to any of its Shares; or (iii) take any action that would make any representation or warranty of such Stockholder contained in its Voting and Standstill Agreement untrue or incorrect or have the effect of preventing or disabling such Stockholder from performing its obligations under its Voting and Standstill Agreement. Unless the Shares held by any trust which is presently subject to the terms of either Voting and Standstill Agreement are transferred to one or more Permitted Transferees who upon receipt of such Shares become signatories to such Voting and Standstill Agreement, such Stockholder acting as a trustee shall not take any action to terminate, close or liquidate any such trust and shall take all steps necessary to maintain the existence thereof at least until the Termination Date. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) Pursuant to the Voting and Standstill Agreements, Interactive, for purposes of Rule 13d-3 promulgated under the Exchange Act, may be deemed to beneficially own 2,741,704 shares of Common Stock, representing approximately 7.97% of the issued and outstanding shares of Common Stock. Pearson, Pearson Overseas, Pearson Netherlands, Pearson AG, Pearson Inc., Pearson Holdings and Pearson Longman, which are -12- affiliates of Interactive, may be deemed to beneficially own the Shares indirectly as a result of their control relationship with Interactive. Any such beneficial ownership would represent the same shared voting and dispositive power exercised by Interactive over the Shares. Each of the Reporting Persons, other than Interactive, disclaims beneficial ownership of the Shares. (b) The responses of the Reporting Persons to Items (7) through (11) of the portions of pages 2 through 9 hereto which relate to shares of Common Stock beneficially owned are incorporated herein by reference. (c) Except as described in the response to Item 4, there have been no transactions in the shares of Common Stock during the past sixty days by any Reporting Person or any other person listed on Schedule B. (d) Except for the Stockholders, no person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by Interactive. (e) Not applicable Except as described in this response to Item 5, none of the persons listed on Schedule B beneficially own any shares of Common Stock. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER As a condition to the Merger, the Company and Pearson Longman will enter into a Registration Rights Agreement (the "Registration Rights Agreement"). As a condition to the execution of the Merger Agreement by Interactive and Pearson Longman, the Company and Interactive have entered into an Option Agreement, dated as of November 14, 1999 (the "Option Agreement"). A summary of certain provisions contained in the Option Agreement is set forth below: a) GRANT OF OPTION. Subject to the terms and conditions set forth in the Option Agreement, the Company grants to Interactive an irrevocable option (the "Option") to purchase up to 6,889,293.63 shares, as adjusted therein (the "Option Shares"), of Common Stock at a purchase price of $7.65 per Option Share, as adjusted therein. b) EXERCISE OF OPTION. Interactive may, at any time or times, exercise the Option, in whole or in part, after the occurrence of any event as a result of which Interactive is entitled to receive the Termination Fee (as defined in the Merger Agreement) pursuant to Section 5.08 of the Merger Agreement (a "Purchase Event"); PROVIDED, HOWEVER, that (i) the Option will terminate and be of no further force and effect upon the earliest to occur of (A) the Effective Time, (B) twelve (12) months after the first occurrence of a Purchase Event, and (C) termination of the Merger Agreement in accordance with its terms prior to the occurrence of a Purchase Event, unless, in the case of clause (C), Interactive has the right to receive a Termination Fee following such termination upon the occurrence of certain events, in which case the Option will not terminate until the later of (x) twelve (12) months following the time such Termination Fee becomes payable and (y) the expiration of the period in which Interactive has such right to receive a Termination Fee, and (ii) any purchase of Option Shares upon exercise of the Option will be subject to compliance with all applicable laws and regulations which may prohibit the purchase of the Option Shares specified in -13- the Exercise Notice (as defined therein) without first obtaining or making necessary approvals. c) REGISTRATION RIGHTS. The Company will, if requested by Interactive at any time within two (2) years of the exercise of the Option, as expeditiously as possible prepare and file up to three (3) registration statements under the Securities Act of 1933 if such registration is necessary in order to permit the sale or other disposition of any or all shares of securities that have been acquired by or are issuable to Interactive upon exercise of the Option in accordance with the intended method of sale or other disposition stated by Interactive. The Company will use its reasonable efforts to qualify such shares or other securities under any applicable state securities laws, provided that the Company shall not be required to effect such registration if less than 10% of the Option Shares subject to the Option will be offered for sale pursuant thereto. If, within two (2) years of the exercise of the Option, the Company effects a registration under the Securities Act of 1933 of the Company's Common Stock for its own account or for any other stockholders of the Company (other than on Form S-4 or Form S-8, or any successor form), it will allow Interactive the right to participate in such registration, and such participation will not affect the obligation of the Company to effect demand registration statements, as described above, for Interactive; PROVIDED THAT, if the managing underwriters of such offering advise the Company in writing that in their opinion the number of the Company's Common Stock requested to be included in such registration exceeds the number which can be sold in such offering, the Company will include the shares requested to be included therein by Interactive pro rata with the shares intended to be included therein by the Company or any other stockholders who may have priority as to the Company. d) QUOTATION. If the Company's Common Stock or any other securities to be acquired upon exercise of the Option are then approved for quotation on The Nasdaq National Market (or any other national securities exchange or national securities quotation system), the Company, upon the request of Interactive, will promptly file an application to have approved for quotation the shares of the Company's Common Stock or other securities to be acquired upon exercise of the Option on The Nasdaq National Market (and any such other national securities quotation system) and will use reasonable efforts to obtain approval of such quotation as promptly as practicable. See the response to Item 4 regarding the Merger Agreement and Voting and Standstill Agreements. Except for the agreements described in the response to Item 4 and this Item 6, none of the Reporting Persons, nor, to the best of their knowledge, any persons listed on Schedule B hereto has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person, with respect to any securities of the Company. A copy of each of the Merger Agreement, the Voting and Standstill Agreements and the Option Agreement have been filed as exhibits hereto and are incorporated herein by reference. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS The following materials are filed as Exhibits to this Statement: -14- Exhibit A: Agreement and Plan of Merger, dated as of November 14, 1999, among Data Broadcasting Corporation, Detective Merger-Sub, Inc., Pearson Longman, Inc. and Interactive Data Corporation. Exhibit B: Option Agreement, dated as of November 14, 1999, by and between Data Broadcasting Corporation and Interactive Data Corporation. Exhibit C: Voting and Standstill Agreement, dated as of November 14, 1999, by and between Interactive Data Corporation and Alan J. Hirschfield Living Trust. Exhibit D: Voting and Standstill Agreement, dated as of November 14, 1999, by and between Interactive Data Corporation and AFT/FGT Family Partners Ltd and Tessler Family Limited Partnership. -15- SIGNATURE After reasonable inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: November 24, 1999 Pearson plc By: /s/ Julia Casson -------------------------------- Name: Julia Casson Title: Company Secretary Pearson Overseas Holdings Ltd. By: /s/ Josephine Gomm -------------------------------- Name: Josephine Gomm Title: Company Secretary Pearson Netherlands BV By: /s/ D.H. Colville -------------------------------- Name: D.H. Colville Title: Director Pearson AG By: /s/ Martin Frey -------------------------------- Name: Martin Frey Title: Director By: /s/ Peter Gill -------------------------------- Name: Peter Gill Title: Chairman Pearson Inc. By: /s/ Philip Hoffman -------------------------------- Name: Philip Hoffman Title: President -16- Pearson Holdings Inc. By: /s/ Philip Hoffman -------------------------------- Name: Philip Hoffman Title: President Pearson Longman, Inc. By: /s/ William Lincoln -------------------------------- Name: William Lincoln Title: President Interactive Data Corporation By: /s/ Stuart J. Clark -------------------------------- Name: Stuart J. Clark Title: President -17- SCHEDULE A ----------
Name of Reporting Person Address of the Principal Office - ------------------------ ------------------------------- Pearson 3 Burlington Gardens, London W1X 1LE, England Pearson Overseas 3 Burlington Gardens, London W1X 1LE, England Pearson Netherlands Media Centre, 4th Floor, Room 405, Sumatralaan 45, 1217 GP Hilversum, The Netherlands Pearson AG Chollerstrasse 37, CH-6301 Zug, Switzerland Pearson Inc. 1330 Avenue of the Americas, 7th Floor, New York, New York 10019 Pearson Holdings 1330 Avenue of the Americas, 7th Floor, New York, New York 10019 Pearson Longman c/o Headland Digital Media, Inc., 444 Spear Street, San Francisco, California 94105 Interactive 22 Crosby Drive, Bedford, Massachusetts 01730
-18- SCHEDULE B ---------- PEARSON PLC
Name Position Principal Occupation/Business Address - ----------------------- ------------------------------- -------------------------------------------------------------------- Lord Stevenson Chairman Director/Cloaca Maxima, 2nd Floor, 68 Pall Mall, London SW1Y SES Marjorie M. Scardino Chief Executive Director/Pearson plc, 3 Burlington Gardens, London W1X 1LE David C. M. Bell Executive Director Director/Pearson plc, 3 Burlington Gardens, London W1X 1LE John C. Makinson Finance Director Finance Director/Pearson plc, 3 Burlington Gardens, London W1X 1LE Lord Burns Non-Executive Director Member of House of Lords/13 North Avenue, London W13 8AP Michel David-Weill Non- Executive Director Banker/Lazard Freres & Co LLC, 30 Rockefeller Plaza, New York, NY 10020 Gill M. Lewis Non-Executive Director Managing Partner/Heidrick & Struggles, 100 Picaddilly, London W1V 9FN Reuben Mark Non-Executive Director Chairman and Chief Executive Officer/Colgate-Palmolive Co, 300 Park Avenue, New York, NY 10022-7499 Vernon L. Sankey Non- Executive Director Director/67 Alma Road, Windsor, Berkshire SL4 3HD David J. Verey Non-Executive Director Merchant Banker/Lazard Brothers & Co Ltd., 21 Moorfields, London EC2P 2HT Julia M. Casson Secretary Secretary/Pearson plc, 3 Burlington Gardens, London W1X 1LE
PEARSON OVERSEAS HOLDINGS LTD.
Name Position Principal Occupation/Business Address - ----------------------- ------------------------------- -------------------------------------------------------------------- David H. Colville Director Chartered Accountant/Pearson plc, 3 Burlington Gardens, London W1X 1LE John C. Makinson Director Finance Director/Pearson plc, 3 Burlington Gardens, London W1X 1LE Peter R. Gill Director Director, Financial Operations/Pearson plc, 3 Burlington Gardens, London W1X 1LE J.E. Gomm Secretary Secretary/Pearson plc, 3 Burlington Gardens, London W1X 1LE Marjorie M. Scardino Director Director/Pearson plc, 3 Burlington Gardens, London W1X 1LE Alan C. Miller Director Accountant/Pearson plc, 3 Burlington Gardens, London W1X 1LE
-19- PEARSON NETHERLANDS
Name Position Principal Occupation/Business Address - ----------------------- ------------------------------- -------------------------------------------------------------------- George F. Nicolai Director Director/MeesPierson Trust, Aert van Nesstraat 45, P.O. Box 548, 3000 AM Rotterdam Jan Francis van der Drift Director Businessman/Leeteinde 20-22, 1151 AK Broek in Waterland, Holland Matthieu van Sint Truiden Director Attorney/Nauta Dutilh, Postbus 7113, 1007 JC Amsterdam David H. Colville Director Group Tax Director/Pearson plc, 3 Burlington Gardens, London W1X 1LE
PEARSON AG
Name Position Principal Occupation/Business Address - ----------------------- ------------------------------- -------------------------------------------------------------------- Peter R. Gill Chairman Director, Financial Operations/Pearson plc, 3 Burlington Gardens, London W1X 1KE Josef Grand Vice - Chairman Certified Public Accountant/Bundtacherstrasse 35, 8127 Forch, Switzerland Martin Frey Member Attorney/Baker & McKenzie, Zollikerstrasse 225, Postfach 57, 8034 Zurich Philip J. Hoffman Member President/Pearson Inc., 1330 Avenue of the Americas, 7th Floor, NY 10019
-20- PEARSON INC.
Name Position Principal Occupation/Business Address - ----------------------- ------------------------------- -------------------------------------------------------------- Philip J. Hoffman Director, President President/Pearson Inc., 1330 Avenue of the Americas, 7th Floor, New York, NY 10019 Randall Keller Director, Executive Vice President Head of Human Resource Dept./Pearson Inc., 1330 Avenue of the - Human Resources Americas, 7th Floor, New York, NY 10019 John C. Makinson Director Finance Director/Pearson plc, 3 Burlington Gardens, London W1X 1LE Thomas Wharton Director, Vice President of Vice President of Taxation/Pearson Inc., 1330 Avenue of the Taxation, Secretary Americas, 7th Floor, New York, NY 10019 Mike Fortini Vice President Vice President of Finance/Pearson Inc., 1330 Avenue of the Americas, 7th Floor, New York, NY 10019 Shaheda Sayed Assistant Secretary Director of Taxation/Pearson Inc., 1330 Avenue of the Americas, 7th Floor, New York, NY 10019 Ken Lockhart Vice President of Real Estate Vice President of Real Estate/Pearson Inc., 1330 Avenue of the Americas, 7th Floor, New York, NY 10019 Dick Koplitz Vice President of Global Vice President of Global Purchasing/Pearson Inc., 1330 Avenue Purchasing of the Americas, 7th Floor, New York, NY 10019 Susan Costomiris Controller Controller/Pearson Inc., 1330 Avenue of the Americas, 7th Floor, New York, NY 10019
PEARSON HOLDINGS INC.
Name Position Principal Occupation/Business Address - ----------------------- ------------------------------- -------------------------------------------------------------------- Philip J. Hoffman Director, President President/Pearson Inc., 1330 Avenue of the Americas, 7th Floor, New York, NY 10019 Randall Keller Director, Vice President - Head of Human Resource Dept./Pearson Inc., 1330 Avenue of the Human Resources Americas, 7th Floor, New York, NY 10019 John C. Makinson Director, Treasurer Finance Director/Pearson plc, 3 Burlington Gardens, London W1X 1LE Thomas Wharton Director, Vice President - Vice President of Taxation/Pearson Inc., 1330 Avenue of the Americas, Finance, Secretary 7th Floor, New York, NY 10019 Arieh Flemenbaum Assistant Secretary Attorney/Cowan & Minetz, 180 N LaSalle St., Suite 1922, Chicago, IL 60601
-21- PEARSON LONGMAN, INC.
Name Position Principal Occupation/Business Address - ----------------------- ------------------------------- -------------------------------------------------------------------- William Lincoln President Vice President of Operations at Pearson Television North America/2700 Colorado Ave., Suite 450, Santa Monica, CA 90404 Mark Nieker Treasurer President of Headland Digital Media, Inc./444 Spear Street, San Francisco, CA 94105 Debra Garber Secretary Controller of Headland Digital Media, Inc./444 Spear Street, San Francisco, CA 94105 William Cowan Assistant Secretary Attorney/Cowan & Minetz, 180 N. LaSalle St., Suite 1922, Chicago, IL 60601
INTERACTIVE DATA CORPORATION
Name Position Principal Occupation/Business Address - ----------------------- ------------------------------- -------------------------------------------------------------------- Philip J. Hoffman Director President of Pearson Inc./1330 Avenue of the Americas, 7th Floor, New York, NY 10011 Stuart J. Clark Director, President, Asst. President of Interactive Data Corporation-AssetManagement, 22 Crosby Secretary Drive, Bedford, MA 01730 William W. Grieve Director, Vice President, Senior Vice President- Finance and Administration/ 22 Crosby Drive, Treasurer, Asst. Secretary Bedford, MA 01730 Joan Carlton Vice President Vice President-Data Systems/22 Crosby Drive, Bedford, MA 01730 Howard Barnstone Vice President Vice President- US Business Operations/22 Crosby Drive, Bedford, MA 01730 Paul Conley Vice President Vice President-Data Center/22 Crosby Drive, Bedford, MA 01730 Raymond L. D'Arcy Vice President Senior Vice President-Sales, Marketing and Customer Service/22 Crosby Drive, Bedford, MA 01730 Richard W. Lindeman Vice President Vice President-Marketing/22 Crosby Drive, Bedford, MA 01730 John L. King Vice President Chief Operating Officer/22 Crosby Drive, Bedford, MA 01730 Andrea H. Loew Vice President, Secretary Vice President and Group General Counsel/22 Crosby Drive, Bedford, MA 01730 Norbert V. Schwartz Vice President Vice President-Customer Service/22 Crosby Drive, Bedford, MA 01730
-22- EXHIBIT INDEX The following materials are filed as Exhibits to this Statement: Exhibit A: Agreement and Plan of Merger, dated as of November 14, 1999, among Data Broadcasting Corporation, Detective Merger-Sub, Inc., Pearson Longman, Inc. and Interactive Data Corporation. Exhibit B: Option Agreement, dated as of November 14, 1999, by and between Data Broadcasting Corporation and Interactive Data Corporation. Exhibit C: Voting and Standstill Agreement, dated as of November 14, 1999, by and between Interactive Data Corporation and Alan J. Hirschfield Living Trust. Exhibit D: Voting and Standstill Agreement, dated as of November 14, 1999, by and between Interactive Data Corporation and AFT/FGT Family Partners Ltd and Tessler Family Limited Partnership. -23- EX-99.(A) 2 EXHIBIT 99(A) Exhibit A EXECUTION COPY AGREEMENT AND PLAN OF MERGER dated as of November 14, 1999 among INTERACTIVE DATA CORPORATION PEARSON LONGMAN, INC. DATA BROADCASTING CORPORATION and DETECTIVE MERGER-SUB, INC.
TABLE OF CONTENTS ----------------- Page ---- ARTICLE I DEFINITIONS...................................................................................1 SECTION 1.01. Certain Defined Terms..............................................1 SECTION 1.02. Other Defined Terms................................................8 SECTION 1.03. Terms Generally....................................................9 ARTICLE II THE MERGER....................................................................................9 SECTION 2.01. The Merger.........................................................9 SECTION 2.02. Closing............................................................9 SECTION 2.03. Effective Time....................................................10 SECTION 2.04. Effects of the Merger.............................................10 SECTION 2.05. Certificate of Incorporation; By-laws.............................10 SECTION 2.06. Directors and Officers............................................10 SECTION 2.07. Conversion of Securities..........................................10 SECTION 2.08. Closing Deliveries by Lynx........................................10 SECTION 2.09. Closing Deliveries by Detective and Acquisition Sub...............12 SECTION 2.10. Adjustments.......................................................13 ARTICLE III REPRESENTATIONS AND WARRANTIES OF LYNX AND LYNX PARENT.......................................13 SECTION 3.01. Authority of Lynx.................................................13 SECTION 3.02. Incorporation and Capital Stock of the Lynx Companies.............13 SECTION 3.03. No Conflict.......................................................14 SECTION 3.04. Consents and Approvals............................................14 SECTION 3.05. Financial Information.............................................15 SECTION 3.06. Absence of Certain Changes or Events..............................15 SECTION 3.07. Absence of Litigation.............................................17 SECTION 3.08. Compliance with Laws..............................................17 SECTION 3.09. Governmental Licenses and Permits.................................17 SECTION 3.10. Tangible Personal Property........................................17 SECTION 3.11. Real Property.....................................................18 SECTION 3.12. Intellectual Property.............................................18 SECTION 3.13. Employee Benefits Matters.........................................19 SECTION 3.14. Taxes.............................................................20
Page ---- SECTION 3.15. Environmental Matters.............................................21 SECTION 3.16. Material Contracts................................................21 SECTION 3.17. Brokers...........................................................22 SECTION 3.18. Questionable Payments.............................................22 SECTION 3.19. Nondistributive Intent............................................23 SECTION 3.20. Exclusivity of Representations....................................23 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF DETECTIVE AND ACQUISITION SUB................................................................24 SECTION 4.01. Incorporation and Authority of Detective and Acquisition Sub......24 SECTION 4.02. Capital Stock of Detective; Detective's Subsidiaries..............24 SECTION 4.03. No Conflict.......................................................26 SECTION 4.04. Consents and Approvals............................................26 SECTION 4.05. SEC Documents; Financial Information..............................26 SECTION 4.06. Absence of Certain Changes or Events..............................27 SECTION 4.07. Absence of Litigation.............................................29 SECTION 4.08. Compliance with Laws..............................................29 SECTION 4.09. Governmental Licenses and Permits.................................29 SECTION 4.10. Tangible Personal Property........................................29 SECTION 4.11. Real Property.....................................................30 SECTION 4.12. Intellectual Property.............................................30 SECTION 4.13. Employee Benefits Matters.........................................31 SECTION 4.14. Taxes.............................................................32 SECTION 4.15. Environmental Matters.............................................33 SECTION 4.16. Material Contracts................................................33 SECTION 4.17. Brokers...........................................................34 SECTION 4.18. Insurance.........................................................34 SECTION 4.19. Registration Rights...............................................35 SECTION 4.20. NASD Matters......................................................35 SECTION 4.21. State Anti-Takeover Statutes; Anti-Takeover Defenses..............35 SECTION 4.22. Vote Required.....................................................35 SECTION 4.23. Opinion of Financial Advisers.....................................35 SECTION 4.24. Questionable Payments.............................................35 SECTION 4.25. Representations Relating to Marksman..............................36 SECTION 4.26. Exclusivity of Representations....................................36
ii
Page ---- ARTICLE V ADDITIONAL AGREEMENTS........................................................................36 SECTION 5.01. Access to Information.............................................36 SECTION 5.02. Confidentiality...................................................37 SECTION 5.03. Regulatory and Other Authorizations; Consents.....................37 SECTION 5.04. Further Action....................................................38 SECTION 5.05. Ancillary Agreements..............................................38 SECTION 5.06. Stockholders'Meeting..............................................38 SECTION 5.07. NASDAQ National Market............................................39 SECTION 5.08. Fees and Expenses.................................................39 SECTION 5.09. Public Announcements..............................................40 SECTION 5.10. Tax Treatment.....................................................40 SECTION 5.11. Reorganization; Intercompany Transactions.........................40 SECTION 5.12. Advice of Changes.................................................41 SECTION 5.13. Board of Directors................................................41 SECTION 5.14. Indemnification, Exculpation and Insurance........................41 SECTION 5.15. Repayment of Indebtedness.........................................42 SECTION 5.16. Letter Agreements.................................................42 ARTICLE VI CONDUCT OF BUSINESS PENDING CLOSING..........................................................42 SECTION 6.01. Conduct of Business of Detective and its Subsidiaries Prior to the Closing..........................................42 SECTION 6.02. Conduct of Business of the Lynx Companies Prior to the Closing....45 SECTION 6.03. No Solicitation by Detective......................................48 ARTICLE VII CONDITIONS TO CLOSING........................................................................50 SECTION 7.01. Conditions to Each Party's Obligations............................50 SECTION 7.02. Conditions to Obligations of Lynx.................................51 SECTION 7.03. Conditions to Obligations of Detective and Acquisition Sub........52 SECTION 7.04. Frustration of Closing Conditions.................................52
iii
Page ---- ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER............................................................52 SECTION 8.01. Termination.......................................................52 SECTION 8.02. Effect of Termination.............................................53 SECTION 8.03. Amendment.........................................................53 SECTION 8.04. Extension; Waiver.................................................53 ARTICLE IXGENERAL PROVISIONS.................................................................54 SECTION 9.01. Nonsurvival of Representations and Warranties.....................54 SECTION 9.02. Notices...........................................................54 SECTION 9.03. Headings..........................................................55 SECTION 9.04. Severability......................................................55 SECTION 9.05. Entire Agreement..................................................55 SECTION 9.06. Assignment........................................................55 SECTION 9.07. No Third-Party Beneficiaries......................................55 SECTION 9.08. Sections and Schedules............................................56 SECTION 9.09. Governing Law.....................................................56 SECTION 9.10. Counterparts......................................................56 SECTION 9.11. No Presumption....................................................56 SCHEDULES Schedule I Lynx Companies Schedule II Detective Disclosure Schedule Schedule III Lynx Disclosure Schedule Schedule IV Parties to Voting and Standstill Agreements EXHIBITS Exhibit A Form of Lynx Option Agreement Exhibit B Form of Registration Rights Agreement Exhibit C Form of Tax Cooperation Agreement Exhibit D Form of Voting and Standstill Agreement Exhibit E Form of Letter Agreements
iv AGREEMENT AND PLAN OF MERGER, dated as of November 14, 1999, among Data Broadcasting Corporation, a Delaware corporation ("DETECTIVE"), Pearson Longman, Inc. a Delaware corporation and the sole shareholder of Lynx ("LYNX PARENT"), Detective Merger-Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Detective ("ACQUISITION SUB"), and Interactive Data Corporation, a Delaware corporation ("LYNX"). W I T N E S S E T H : - - - - - - - - - - WHEREAS, the respective Boards of Directors of Detective, Acquisition Sub and Lynx have approved and declared advisable this Agreement and the merger of Acquisition Sub with and into Lynx (the "MERGER"), upon the terms and subject to the conditions of this Agreement, whereby (a) Lynx will survive the Merger as a wholly-owned subsidiary of Detective and (b) Lynx Parent will receive 56,453,800 newly issued shares of Detective Common Stock (the "DETECTIVE SHARES"); and WHEREAS, the parties hereto intend that the Merger be treated as a reorganization within the meaning of Section 368(a) of the Code; and WHEREAS, Lynx owns, or prior to, or contemporaneously with, the Effective Time shall own, either directly or indirectly, 100% of the issued and outstanding shares of stock (the "LYNX COMPANY SHARES") of each of the companies set forth in SCHEDULE I hereto (such companies, together with Lynx, the "LYNX COMPANIES"). NOW, THEREFORE, the parties hereto hereby agree as follows: ARTICLE I DEFINITIONS SECTION 1.01. CERTAIN DEFINED TERMS. As used in this Agreement, the following terms shall have the following meanings: "ACTION" means any claim, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Authority. "ADVISERS ACT" means the Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder. "AFFILIATE" means, with respect to any specified Person, any other Person that, directly or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with such specified Person; PROVIDED, HOWEVER, that in the case of Detective the persons on SCHEDULE IV shall also constitute Affiliates. "AGREEMENT" means this Agreement, including all Schedules and exhibits hereto and all amendments hereto made in accordance with Section 8.03. "ANCILLARY AGREEMENTS" means the Registration Rights Agreement, the Voting and Standstill Agreements, the Tax Cooperation Agreement, the Certificate of Merger, the Letter Agreements and the Lynx Option Agreement. "BUSINESS DAY" means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law to be closed in the City of New York. "CLOSING DATE" means the date on which the Closing actually occurs which date shall be (a) the third Business Day after the date on which the last of the consents, approvals, actions, filings, notices or waiting periods described in or related to the filings described in Article VII have been obtained, made or given or have expired, as applicable, or (b) such other date as Lynx, Acquisition Sub and Detective may mutually agree upon in writing. "CODE" means the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder. "CONTRACT" means any agreement, arrangement, lease, license, evidence of indebtedness, mortgage, indenture, security agreement, deed of trust or other contract, commitment or obligation (whether written or oral). "CONTROL" means, as to any Person, the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by Contract or otherwise. The term "Controlled" shall have a correlative meaning. "DETECTIVE ACQUISITION AGREEMENT" means any letter of intent, agreement in principle, acquisition agreement or other Contract related to any Detective Takeover Proposal. "DETECTIVE DISCLOSURE SCHEDULE" means the Disclosure Schedule delivered by Detective and Acquisition Sub to Lynx on the date hereof and attached hereto as SCHEDULE II. "DETECTIVE STOCKHOLDER APPROVAL" shall mean the affirmative vote at the Detective stockholder's meeting convened pursuant to Section 5.06 of the holders of a majority of the outstanding shares of Detective Common Stock to approve this Agreement, the Amended Charter, the election of the Post-Closing Directors to the Board of Directors of 2 Detective and all other matters required to be approved by the stockholders of Detective pursuant to this Agreement and the Ancillary Agreements. "ENVIRONMENTAL LAW" means any Law relating to pollution or protection of the environment, including the use, handling, transportation, treatment, storage, disposal, release or discharge of Hazardous Materials. "ENVIRONMENTAL LIABILITY" means any claim or demand, order, suit, obligation, Action, liability, cost (including the cost of any investigation, testing, compliance or remedial action), damages (consequential or direct), Loss or expense (including reasonable attorneys' and consultants' fees and expenses) arising out of, relating to or resulting from any environmental matter or condition and related in any way to the businesses of Detective, Acquisition Sub or the Lynx Companies, the ownership of the Detective Shares or to this Agreement or its subject matter. "ENVIRONMENTAL PERMIT" means any permit, approval, identification number, License and other authorization required under or issued pursuant to any Environmental Law. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder. "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. "FULLY DILUTED BASIS" means, with respect to the calculation of the number of shares of Detective Common Stock, as of each date of determination thereof, the sum of (i) all shares of Detective Common Stock outstanding at the time of determination and (ii) all shares of Detective Common Stock issuable upon the exchange, exercise or conversion of all Options (other than the Lynx Option) then outstanding (including those Options Detective has agreed to issue subject to receipt of shareholder approval) (whether or not such Options are then exercisable or subject to contingencies). "GOVERNMENTAL AUTHORITY" means any United States federal, state or local or any foreign government, governmental, regulatory or administrative authority, agency or commission or any court, tribunal, or judicial or arbitral body or any arbitrator (including any private arbitrator) or any self-regulatory authority. "GOVERNMENTAL ORDER" means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority. "HAZARDOUS MATERIALS" means (a) petroleum, petroleum products, by-products or breakdown products, radioactive materials, friable asbestos or polychlorinated biphenyls, 3 and (b) any chemical, material or substance defined or regulated as toxic or as a pollutant, contaminant or waste under any Environmental Law. "HSR ACT" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder. "INTELLECTUAL PROPERTY" means United States and international: (i) patents, patent applications and statutory invention registrations, including reissues, divisions, continuations, continuations in part, extensions and reexaminations thereof, all rights therein provided by international treaties or conventions, and all improvements thereto, (ii) trademarks, service marks, trade dress, logos, trade names, corporate names, and other source identifiers (whether or not registered) including all common law rights, and registrations and applications for registration thereof, all rights therein provided by international treaties or conventions, and all reissues, extensions and renewals of any of the foregoing, (iii) copyrightable works, copyrights (whether or not registered) and registrations and applications for registration thereof, and all rights therein provided by international treaties or conventions, (iv) confidential and proprietary information, including methodologies for generating evaluated prices and other trade secrets, (v) Software and Third Party Software, (vi) coded values, formats, data, historical or current databases, whether or not copyrightable and (vii) URLs, domain names, Internet web sites or identities used or held for use exclusively by the Lynx Companies or Detective or its Subsidiaries. "KNOWLEDGE OF A GIVEN PERSON" or "KNOWLEDGE" or words of similar import means (i) with respect to Detective and Acquisition Sub, the actual knowledge of the individuals listed in SECTION 1.01 OF THE DETECTIVE DISCLOSURE SCHEDULE and (ii) with respect to any of the Lynx Companies and Lynx Parent, the actual knowledge of the individuals listed in SECTION 1.01 OF THE LYNX DISCLOSURE SCHEDULE, in each case without specific investigation or inquiry by such persons. "LAW" means any federal, state, local or foreign statute, law, ordinance, regulation, rule, interpretation, code, common law, order, other requirement or rule of law of any Governmental Authority applicable in the relevant jurisdiction. "LIABILITIES" means any and all debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, including, without limitation, those arising under any Law, Action or Governmental Order and those arising under any Contract, License, agreement, arrangement, commitment or undertaking or otherwise. "LICENSES" means all licenses, permits, certificates of authority, authorizations, approvals, registrations, filings, qualifications, privileges, franchises and similar consents granted or issued by any Governmental Authority. 4 "LIEN" means any mortgage, deed of trust, pledge, hypothecation, security interest, encumbrance, claim, lien or charge of any kind. "LYNX DISCLOSURE SCHEDULE" means the Disclosure Schedule delivered by Lynx and Lynx Parent to Detective and Acquisition Sub on the date hereof and attached hereto as SCHEDULE III. "LYNX OPTION" means the Option granted by Detective to Lynx to purchase Detective Common Stock pursuant to the Lynx Option Agreement. "LYNX OPTION AGREEMENT" means the Option Agreement, dated the date hereof, among Detective and Lynx in the form of EXHIBIT A, as such agreement may be amended, modified or restated from time to time. "MARKSMAN" shall mean MarketWatch.com, Inc. (including its Subsidiaries), a Delaware company. "MATERIAL ADVERSE EFFECT" means any occurrence, circumstance, change in, or effect on the Lynx Companies or Detective and its Subsidiaries (taken as a whole) or Marksman (including any Subsidiaries) (taken as a whole), as applicable, that, individually or in the aggregate has had or would reasonably be expected to have a material adverse effect on the businesses, results of operations or the financial condition or prospects of the Lynx Companies or Detective and its Subsidiaries (taken as a whole) or Marksman (including any Subsidiaries) (taken as a whole), as applicable, taken as a whole. "NASD" means the National Association of Securities Dealers, Inc. "OPTION" with respect to any Person means any security, right, subscription, warrant, option, "phantom" stock right or other Contract that gives the right to (i) purchase or otherwise receive or be issued any shares of capital stock or share capital of such Person or any security of any kind convertible into or exchangeable or exercisable for any shares of capital stock or share capital of such Person or (ii) receive any benefits or rights similar to any rights enjoyed by or accruing to the holder of shares of capital stock or share capital of such Person, including without limitation any rights to participate in the equity, income or election of directors or officers of such Person. "PERMITTED LIENS" means the following Liens: (a) Liens for Taxes, assessments or other governmental charges or levies not yet due or payable or that are being contested in good faith by appropriate proceedings; (b) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen, repairmen and other Liens imposed by Law for amounts not yet due; (c) Liens incurred or deposits made in the ordinary course of business and on a basis consistent with past practice in connection with worker's compensation, unemployment insurance or other types of social security; (d) minor 5 defects of title, easements, rights-of-way, restrictions and other similar charges or encumbrances not materially detracting from the value of the Lynx Companies, or Detective, its Subsidiaries or the Detective Shares, as applicable, or interfering with the ordinary conduct of businesses of the Lynx Companies or Detective or its Subsidiaries, as applicable; and (e) Liens not created by the Lynx Companies or Detective or its Subsidiaries, as applicable, which affect the underlying fee interest of any Detective Leased Real Property or Lynx Company Leased Real Property, as applicable. "PERSON" shall mean any natural person, general or limited partnership, corporation, limited liability company, firm, association or other legal entity. "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights Agreement among Detective and Lynx Parent, substantially in the form and to the effect of EXHIBIT B, as such agreement may be amended, modified or restated from time to time. "REORGANIZATION" means the transaction or series of transactions as more fully described in Section 5.11 (which shall be in form and substance reasonably satisfactory to Detective) pursuant to which Lynx shall acquire prior to the Effective Time, either directly or indirectly, 100% of the capital stock or issued share capital of each of the Lynx Companies (other than any such stock that Lynx owns as of the date of this Agreement and other than the stock of Lynx which is owned by Lynx Parent), it being understood, however, that prior to, or simultaneously with, the consummation of the Reorganization (i) certain assets and properties will be conveyed by the Lynx Companies to non-Lynx Company Affiliates of the Lynx Companies, (ii) certain assets and properties will be conveyed to the Lynx Companies by non-Lynx Company Affiliates of the Lynx Companies, and (iii) the Lynx Companies shall enter into certain Contracts to specify operating procedures and/or trade practices among the Lynx Companies and certain non-Lynx Company Affiliates of the Lynx Companies, which Contracts shall provide for charges to the Lynx Companies for goods and services which are no higher than the rates being charged on the date hereof (other than pricing changes in the ordinary course of business consistent with past practice and other than with regard to tax, treasury, human resources, legal and accounting arrangements, the terms of which shall be agreed upon by the parties) and which shall otherwise be in form and substance reasonably satisfactory to Detective. "SEC" means the United States Securities and Exchange Commission. "SECURITIES ACT" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. "SOFTWARE" means all computer software developed or currently being developed by or on behalf of the Lynx Companies or Detective or its Subsidiaries, as applicable, for use exclusively by the Lynx Companies or Detective or its Subsidiaries, as applicable, including source code, object code, comments, user interfaces, menus, buttons and icons, 6 and all files, data, manuals, design notes and other items and documentation related thereto or associated therewith, but excluding Third Party Software. "SUBSIDIARY" of any Person means any corporation, partnership, joint venture, limited liability company, trust or estate of which (or in which) more than 50% of (a) the issued and outstanding capital stock or the issued share capital having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether at the time capital stock or share capital of any other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency), (b) the interest in the capital or profits of such partnership, joint venture or limited liability company or (c) the beneficial interest in such trust or estate, is at the time directly or indirectly owned or controlled by such Person, by such Person and one or more of its other Subsidiaries or by one or more of such Person's other Subsidiaries; PROVIDED, HOWEVER, that (i) in the case of Lynx, the other Lynx Companies shall each be deemed a Subsidiary of Lynx for the purposes of the representations and warranties hereunder and the defined terms used therein and (ii) all Subsidiaries of a Person shall also be Affiliates of that Person. "TAX" or "TAXES" means all income, excise, gross receipts, ad valorem, sales, use, employment, franchise, profits, gains, property, transfer, payroll, intangibles or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholding), together with any interest and any penalties, additions to tax or additional amounts imposed by any Tax authority with respect thereto. "TAX COOPERATION AGREEMENT" means the Tax Cooperation Agreement between Detective and Lynx Parent in the form of EXHIBIT C, as such agreement may be amended, modified or restated from time to time. "TAX RETURNS" means all returns and reports (including elections, declarations, disclosures, schedules, estimates, statements, and information returns) required to be supplied to a Tax authority relating to Taxes. "THIRD PARTY SOFTWARE" means all computer software used by or on behalf of the Lynx Companies or Detective or its Subsidiaries, as applicable, developed by a third party that was not developed by or on behalf of the Lynx Companies or Detective or its Subsidiaries, as applicable, (including source code, object code, comments, user interfaces, menus, buttons and icons and all files, data, manuals, design notes and other items and documentation related thereto), but excluding commercially available shrink-wrapped software. "VOTING AND STANDSTILL AGREEMENTS" means the Voting and Standstill Agreements, dated the date hereof, among Lynx and each of the Persons listed in SCHEDULE IV hereto, 7 each in the form of EXHIBIT D, as such agreements may be amended, modified or restated from time to time. "YEAR 2000 COMPLIANT" means, with respect to any of the services, operations or businesses of the Lynx Companies or Detective or its Subsidiaries, as applicable, as demonstrated through appropriate testing of the same, design and performance capabilities (including, without limitation, the ability of services and products distributed by Detective or its Subsidiaries or the Lynx Companies, as applicable, to recognize the century and to manage and manipulate data involving dates, including single century and multi-century formulas and date values, without resulting in the generation of incorrect values involving such dates or causing any abnormal endings) such that prior to, during, and after the calendar year 2000, none of the assets, services or operations of Detective or its Subsidiaries, or the Lynx Companies, as applicable, will malfunction, produce errors, cause or suffer premature cancellation or expiration of contractual rights, cause or suffer deletion of data or invalid or incorrect results, or abnormally cease to function or exhibit any other problems in connection with (i) the year 2000 (and all subsequent years) as distinct from 1900s years, (ii) the date February 29, 2000, and all subsequent leap years, (iii) the date September 9, 1999, or (iv) any other calendar date (such failures and other problems, the "YEAR 2000 PROBLEM"). SECTION 1.02. OTHER DEFINED TERMS. The following terms have the meanings defined for such terms in the Sections set forth below:
Term Section ---- ------- Acquisition Sub Preamble Amended Charter 5.06 Certificate of Merger 2.03 Closing 2.02 Confidentiality Agreement 5.02 Detective Preamble Detective Common Stock 4.02 Detective Leased Real Property 4.11 Detective Licensed Intellectual Property 4.12(a) Detective Loan Agreements 5.15 Detective Material Contracts 4.16(a) Detective Owned Intellectual Property 4.12(a) Detective Plans 4.13(a) Detective Shares Recitals Detective Shrink-Wrapped Software 4.12(a) Detective Superior Proposal 6.03(a) Detective Takeover Proposal 6.03(a) Detective Year 2000 Plan 4.12(f) DGCL 2.01
8 Effective Time 2.03 FTAM 3.05(a) FTRP 3.05(a) Interim FTAM Financial Statements 3.05(a) Letter Agreements 5.16 Lynx Preamble Lynx Companies Recitals Lynx Company Audited Financial Statements 3.05(a) Lynx Company Leased Real Property 3.11 Lynx Company Licensed Intellectual Property 3.12(a) Lynx Company Material Contracts 3.16(a) Lynx Company Owned Intellectual Property 3.12(a) Lynx Company Plans 3.13(a) Lynx Company Shares Recitals Lynx Company Shrink-Wrapped Software 3.12(a) Lynx Company Year 2000 Plan 3.12(f) Lynx Parent Preamble Merger Recitals 1998 Financial Statements 3.05(a) Other Filings 5.06 Pearson 3.05(b) Post-Closing Directors 5.13 Proxy Material 5.06 Reference Balance Sheet 3.05(a) Restraints 7.01(e) SEC Documents 4.05 Section 1018 Approval 5.03(b) Surviving Corporation 2.01 Termination Fee 5.08(b) Year 2000 Problem 1.01
SECTION 1.03. TERMS GENERALLY. (a) Words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other genders as the context requires, (b) the term "hereof," "herein," and "herewith" and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement and not to any particular provision of this Agreement, and Article, Section, paragraph, Exhibit and Schedule references are to the Articles, Sections, paragraphs, Exhibits and Schedules to this Agreement unless otherwise specified, (c) the word "including" and words of similar import when used in this Agreement shall mean "including, without limitation," unless otherwise specified, (d) provisions shall apply, when appropriate, to successive events and transactions, and (e) references to amounts stated in dollars shall mean U.S. dollars and shall include reference to amounts in other denominations of equal value based upon prevailing exchange rates. 9 ARTICLE II THE MERGER SECTION 2.01. THE MERGER. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the Delaware General Corporation Law (the "DGCL"), Acquisition Sub shall be merged with and into Lynx at the Effective Time. Following the Effective Time, Lynx shall be the surviving corporation (the "SURVIVING CORPORATION") and shall succeed to and assume all the rights and obligations of Acquisition Sub in accordance with the DGCL. SECTION 2.02. CLOSING. Subject to the terms and conditions of this Agreement, the closing of the Merger shall take place at a closing (the "CLOSING") to be held at 10:00 a.m., New York City time, on the Closing Date, concurrently with the Effective Time at the offices of Morgan, Lewis & Bockius LLP, New York, New York, or at such other place as Lynx, Detective and Acquisition Sub may mutually agree upon in writing. SECTION 2.03. EFFECTIVE TIME. Subject to the provisions of this Agreement, on or prior to the Closing Date, the parties shall file a certificate of merger or other appropriate documents (in any such case, the "CERTIFICATE OF MERGER") executed in accordance with the relevant provisions of the DGCL and shall at such time or thereafter, as appropriate, make all other filings or recordings required under the DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Delaware Secretary of State, or at such other time as Lynx and Acquisition Sub shall agree and specify in the Certificate of Merger (the time the Merger becomes effective being hereinafter referred to as the "EFFECTIVE TIME"). SECTION 2.04. EFFECTS OF THE MERGER. The Merger shall have the effects set forth in Section 259 of the DGCL. SECTION 2.05. CERTIFICATE OF INCORPORATION; BY-LAWS. The Certificate of Incorporation and by-laws of Lynx, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation and by-laws of the Surviving Corporation, in each case until thereafter changed or amended as provided therein or by applicable law. SECTION 2.06. DIRECTORS AND OFFICERS. The directors of Lynx immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Certificate of Incorporation and by-laws of the Surviving Corporation, and the officers of Lynx immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified. SECTION 2.07. CONVERSION OF SECURITIES. At the Effective Time, by virtue of the Merger and without any action on the part of Detective, Acquisition Sub, Lynx, Lynx Parent or the holders of any of the following securities: 10 (a) CAPITAL STOCK OF ACQUISITION SUB. Each issued and outstanding share of capital stock of Acquisition Sub shall be converted into and become one fully paid and nonassessable share of common stock, par value $1.00 per share, of the Surviving Corporation. (b) CONVERSION OF LYNX SHARES. The issued and outstanding shares of capital stock of Lynx shall be converted into the right to receive the Detective Shares. As of the Effective Time, all such Lynx shares shall automatically be canceled and shall cease to be outstanding, and each holder of a certificate that immediately prior to the Effective Time represented any such Lynx shares shall cease to have any rights with respect thereto, except the right to receive the Detective Shares. SECTION 2.08. CLOSING DELIVERIES BY LYNX. At the Closing, Lynx shall deliver or cause to be delivered to Detective and Acquisition Sub: (a) executed copies of the Certificate of Merger and the Registration Rights Agreement; (b) the minute books, stock books and stock ledgers (to the extent such exist) of the Lynx Companies; (c) a certificate of the Secretary or an Assistant Secretary of Lynx certifying the names and signatures of the officers of Lynx or an Affiliate of Lynx authorized to sign this Agreement, the Ancillary Agreements to which it is a party and the other documents to be delivered hereunder with a true and complete copy of the by-laws of each Lynx Company in full force and effect on the Closing Date, attached thereto; (d) a certificate of an officer of Lynx and Lynx Parent as reasonably requested by Detective certifying that (i) the representations and warranties of Lynx and Lynx Parent contained in Article III are true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date except (A) for changes specifically permitted by this Agreement and (B) that those representations and warranties that address matters only as of a particular date remain true and correct in all material respects as of such date (PROVIDED, HOWEVER, that any representation or warranty that is qualified by materiality or by reference to a Material Adverse Effect shall be true and correct in all respects as of the Closing Date or as of such earlier date, as the case may be); and (ii) the covenants contained in this Agreement to be complied with by Lynx and Lynx Parent on or before the Closing Date shall have been complied with in all material respects; (e) a true and complete copy, certified by the Secretary or an Assistant Secretary of Lynx, of the resolutions duly and validly adopted by the Board of Directors of Lynx evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions 11 contemplated hereby and thereby as well as a true and complete copy, certified by the Secretary or an Assistant Secretary of Lynx Parent, of its consent to the Merger in its capacity as the sole shareholder of Lynx; (f) Lynx Parent's receipt for the Detective Shares; (g) copies of the certificates or articles of incorporation (or other comparable corporate charter documents), including all amendments thereto, of each of the Lynx Companies, certified by the Secretary of State or other appropriate official of the applicable jurisdictions of incorporation; and (h) such other documents and instruments as Detective, Acquisition Sub and Lynx mutually agree to be reasonably necessary to consummate the transactions described herein. SECTION 2.09. CLOSING DELIVERIES BY DETECTIVE AND ACQUISITION SUB. At the Closing, Detective and Acquisition Sub shall deliver or cause to be delivered to Lynx (or Lynx Parent, where specified): (a) stock certificates evidencing all of the Detective Shares issued in the name of Lynx Parent or its designees and delivered to Lynx Parent or its designees as specified by Lynx Parent; (b) executed copies of the Registration Rights Agreement; (c) certificates of the Secretary or an Assistant Secretary of Detective and Acquisition Sub, as applicable, certifying the names and signatures of the officers of Detective and Acquisition Sub or their Affiliates authorized to sign this Agreement, the Ancillary Agreements to which either is a party and the other documents to be delivered hereunder with a true and complete copy of the by-laws of Detective and each of its Subsidiaries, as in full force and effect on the Closing Date, attached thereto; (d) certificates of officers of Detective and Acquisition Sub, as applicable, certifying that (i) the representations and warranties of Detective and Acquisition Sub contained in Article IV are true and correct in all material respects as of the Closing Date as though made on and as of the Closing Date, except (A) for changes specifically permitted by this Agreement and (B) that those representations and warranties that address matters only as of a particular date remain true and correct in all material respects as of such date (PROVIDED, HOWEVER, that any representation or warranty that is qualified by materiality or by reference to a Material Adverse Effect shall be true and correct in all respects as of the Closing Date or as of such earlier date, as the case may be); and (ii) the covenants contained in this Agreement to be complied with by Detective and Acquisition Sub on or before the Closing Date have been complied with in all material respects, 12 except that Detective and Acquisition Sub shall have complied in all respects with their obligations regarding the delivery of the Detective Shares; (e) true and complete copies, certified by the Secretary or an Assistant Secretary of Detective and Acquisition Sub, as applicable, of the resolutions duly and validly adopted by the Board of Directors of Detective and Acquisition Sub, evidencing the authorization of the execution and delivery of this Agreement, the Amended Charter and the Ancillary Agreements to which they are a party and the consummation of the transactions contemplated hereby and thereby; (f) copies of the certificates or articles of incorporation (or other comparable corporate charter documents), including all amendments thereto (as well as the Amended Charter), of Detective and each of its Subsidiaries, certified by the Secretary of State or other appropriate officials of the applicable jurisdictions of incorporation; (g) a copy of the listing application prepared by Detective, and approved by the NASD, pursuant to Section 5.07 of this Agreement; (h) the resignations from Detective's and Marksman's (if so requested by Lynx) Boards of Directors contemplated pursuant to Section 5.13; and (i) such other documents and instruments as Detective, Acquisition Sub and Lynx mutually agree to be reasonably necessary to consummate the transactions described herein. SECTION 2.10. ADJUSTMENTS. If at any time during the period between November 10, 1999 and the Closing, any change in the number of shares of capital stock of Detective (on a Fully Diluted Basis) shall occur by reason of any reclassification, recapitalization, stock split or combination, issuance, exchange or readjustment of shares or Options, or any similar transaction, or any stock dividend thereon with a record date during such period, the number of shares of Detective Common Stock (or Options to acquire such shares) issuable pursuant to this Agreement or the Lynx Option Agreement shall be appropriately adjusted to provide Lynx and Lynx Parent the same economic effect as contemplated by this Agreement or the Lynx Option Agreement prior to such event. ARTICLE III REPRESENTATIONS AND WARRANTIES OF LYNX AND LYNX PARENT Lynx Parent and Lynx each represent and warrant to Detective and Acquisition Sub as follows: 13 SECTION 3.01. AUTHORITY OF LYNX AND LYNX PARENT. Each of Lynx and Lynx Parent has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and such Ancillary Agreements by Lynx and Lynx Parent, the performance by Lynx and Lynx Parent of their respective obligations hereunder and thereunder and the consummation by Lynx and Lynx Parent of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Lynx and Lynx Parent. This Agreement has been, and upon execution such Ancillary Agreements will be, duly executed and delivered by Lynx and Lynx Parent, and (assuming due authorization, execution and delivery by Detective and each Affiliate of Detective executing this Agreement or one or more of such Ancillary Agreements) this Agreement constitutes, and upon execution such Ancillary Agreements will constitute, legal, valid and binding obligations of Lynx and Lynx Parent enforceable against Lynx and Lynx Parent in accordance with their terms. SECTION 3.02. INCORPORATION AND CAPITAL STOCK OF THE LYNX COMPANIES. (a) Each Lynx Company is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation and has full corporate power and authority to conduct its business as and to the extent now conducted, and to own, use and lease its assets and properties. Except as set forth on SECTION 3.02 OF THE LYNX DISCLOSURE SCHEDULE, each Lynx Company is duly qualified, licensed or admitted to do business and is in good standing in those jurisdictions in which the ownership, use or leasing of such Lynx Company's assets and properties, or the conduct or nature of its business, makes such qualification, licensing or admission necessary except where the failure to be so qualified, licensed or admitted would not have a Material Adverse Effect. SECTION 3.02 OF THE LYNX DISCLOSURE SCHEDULE lists for each Lynx Company the amount of its authorized and outstanding capital stock or issued share capital. The Lynx Company Shares have been duly authorized and validly issued, are fully paid and nonassessable, and are owned, or prior to the Effective Time will be owned, beneficially and of record, in the case of Lynx by Lynx Parent, and in the case of the other Lynx Companies by Lynx or another Lynx Company, free and clear of all Liens. Except as set forth on SECTION 3.02 OF THE LYNX DISCLOSURE SCHEDULE, there are no outstanding Options with respect to any such Lynx Company and no agreements, arrangements or understandings to issue Options with respect to any such Lynx Company and there are no preemptive rights or agreements, arrangements or understandings to issue preemptive rights with respect to any such Lynx Company. Other than as listed in SECTION 3.02 OF THE LYNX DISCLOSURE SCHEDULE, and except for the capital stock or issued share capital of such other Lynx Companies, neither Lynx nor such Subsidiaries hold any equity, partnership, joint venture or other interest in any Person. SECTION 3.03. NO CONFLICT. Assuming all consents, approvals, authorizations and other actions described in Section 3.04 have been obtained, and except as may result from any facts or circumstances relating solely to Detective, Acquisition Sub or any of their Affiliates or as described in SECTION 3.03 OF THE LYNX DISCLOSURE SCHEDULE, the execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party by Lynx and Lynx Parent does not and will not (a) violate or conflict with the Certificate of Incorporation, 14 other constitutive documents or by-laws of Lynx and Lynx Parent, (b) conflict with or violate any Law or Governmental Order applicable to Lynx Parent or any Lynx Company, or (c) result in any breach of, or constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, or give to any Person any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Lien on any Lynx Company pursuant to, any Contract, License or other material instrument to which any Lynx Company is a party or by which any such company or its assets is bound or affected, except, in the case of clauses (b) and (c) above, (i) for conflicts, violations, breaches, defaults, rights of termination, amendment, acceleration or cancellation, or Liens as would not, individually or in the aggregate, (A) have a Material Adverse Effect, (B) impair the ability of any Lynx Company or Lynx Parent to perform its obligations under this Agreement or any of the Ancillary Agreements to which it is a party or (C) prevent or materially delay the consummation of the transactions contemplated by this Agreement or any of the Ancillary Agreements, or (ii) for Liens created by or through Detective, Acquisition Sub or any of their Affiliates. SECTION 3.04. CONSENTS AND APPROVALS. The execution and delivery of this Agreement and each Ancillary Agreement to which it is a party by Lynx and Lynx Parent does not, and the performance of this Agreement and each such Ancillary Agreement by Lynx and Lynx Parent will not, require any consent, approval, authorization or other action by, or filing with or notification to, any Governmental Authority, except (a) as described in SECTION 3.04 OF THE LYNX DISCLOSURE SCHEDULE, (b) the notification requirements of the HSR Act and applicable filings, notifications or receipts of any required clearances under foreign antitrust and competition Laws, (c) where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not, individually or in the aggregate, (A) have a Material Adverse Effect, (B) impair the ability of Lynx or Lynx Parent to perform its obligations under this Agreement or any of the Ancillary Agreements to which it is a party or (C) prevent or materially delay the consummation of the transactions contemplated by this Agreement or any of the Ancillary Agreements, and (d) as may be necessary as a result of any facts or circumstances relating solely to Detective, Acquisition Sub or any of their Affiliates. SECTION 3.05. FINANCIAL INFORMATION. (a) Set forth in SECTION 3.05(a) OF THE LYNX DISCLOSURE SCHEDULE are (i) the unaudited consolidated balance sheet as of December 31, 1998 and the unaudited consolidated income statement for the fiscal year then ended for Financial Times Asset Management Group ("FTAM") and Financial Times Research Products ("FTRP"), FTRP having been sold on February 19, 1999 (the "1998 FINANCIAL STATEMENTS"), (ii) the unaudited consolidated balance sheet as of September 30, 1999 (the "REFERENCE BALANCE SHEET") and the unaudited consolidated profit and loss statement for the nine-month period then ended for FTAM (the "INTERIM FTAM FINANCIAL STATEMENTS") and (iii) the audited statutory balance sheet as of December 31, 1998 and the audited statutory profit and loss statements for the fiscal year then ended for each of ExShare Financial Limited (including FTRP), Financial Times Information (H.K.) Limited, Financial Times Information Australia Pty Limited and Financial Times Information (Singapore) PTE Limited, and the audited balance sheet as of December 31, 1998 for Interactive Data Corporation (the "LYNX COMPANY AUDITED FINANCIAL STATEMENTS"). 15 (b) The 1998 Financial Statements constitute the year-end consolidating financial statements for FTAM and FTRP provided to Pearson plc, a company organized under the laws of England and Wales ("PEARSON") by the management of FTAM and FTRP and incorporated by Pearson in its consolidated audited financial statements as of December 31, 1998 and for the fiscal year then ended. (c) The Interim FTAM Financial Statements have been extracted from the books and records of FTAM and have been prepared by the management of FTAM in the ordinary course of business for incorporation into the management accounts of Pearson as of September 30, 1999 and for the nine-month period then ended. (d) The Lynx Company Financial Statements were prepared in accordance with the generally accepted accounting principles stated to be applicable thereto and fairly present for each Lynx Company covered thereby the consolidated financial position as of December 31, 1998 and the results of operations for the fiscal year then ended. SECTION 3.06. ABSENCE OF CERTAIN CHANGES OR EVENTS. Since September 30, 1999, except (i) as disclosed in SECTION 3.06 OF THE LYNX DISCLOSURE SCHEDULE, or (ii) as contemplated by this Agreement (including, without limitation, the Reorganization), the businesses of the Lynx Companies have been conducted in the ordinary course and there has not been any Material Adverse Effect. None of the other representations or warranties set forth in this Agreement shall be deemed to limit the foregoing. In addition, without limiting the foregoing, except (i) as disclosed in SECTION 3.06 OF THE LYNX DISCLOSURE SCHEDULE, or (ii) as contemplated by this Agreement (including, without limitation, the Reorganization) there has not occurred since September 30, 1999: (a) any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock or share capital of the Lynx Companies, or any direct or indirect redemption, purchase or other acquisition by any of the Lynx Companies of any such capital stock or share capital of, or any Option with respect to, the Lynx Companies; (b) except for the execution, delivery and performance by Lynx or Lynx Parent of this Agreement and the transactions contemplated hereby, any authorization, issuance, sale or other disposition by the Lynx Companies of any shares of capital stock or share capital of, or any Option with respect to, the Lynx Companies, or any modification or amendment of any right of any holder of any outstanding shares of capital stock or share capital of, or any Option with respect to, the Lynx Companies; (c) incurrences by the Lynx Companies of indebtedness or any voluntary purchase, cancellation, prepayment or complete or partial discharge in advance of a scheduled payment date with respect to, or waiver of any right of the Lynx Companies under, any indebtedness of or owing to the Lynx Companies (in either case other than in 16 the ordinary course of business or any indebtedness of the Lynx Companies owing to the Lynx Companies or any Affiliate of the Lynx Companies); (d) any physical damage, destruction or other casualty loss (whether or not covered by insurance) affecting any of the real or personal property or equipment of the Lynx Companies in an aggregate amount exceeding $100,000; (e) any write-off or write-down of or any determination to write off or write down any of the assets and properties of the Lynx Companies in an aggregate amount exceeding $100,000; (f) any acquisition of any assets and properties of any Person or license or disposition of, or incurrence of a Lien (other than a Permitted Lien or any Lien in aggregate amount less than $100,000) on, any assets and properties of the Lynx Companies, in each case, other than acquisitions, licenses or dispositions of products and services in the ordinary course of business of such Lynx Company consistent with past practice or any Lien in aggregate amount less than $100,000); (g) any commencement, termination or change by any Lynx Company of any line of business; (h) any transaction by any Lynx Company with any officer, director, stockholder, Affiliate or associate of any Lynx Company, other than pursuant to any Contract in effect on September 30, 1999 and disclosed to Detective and Acquisition Sub pursuant to Section 3.16(a) other than pursuant to any arrangement with regard to intercompany indebtedness between the Lynx Companies and any non-Lynx Company Affiliate of the Lynx Companies, or other than pursuant to any contract of employment listed pursuant to SECTION 3.16(a) OF THE LYNX DISCLOSURE SCHEDULE or other than in the ordinary course of business consistent with past practice; (i) any change in accounting or Tax principles, methods or practices; or (j) (i) any granting by any of the Lynx Companies to any current or former director, executive officer or other employee of the Lynx Companies of any increase in compensation, bonus or other benefits, except for normal increases in cash compensation in the ordinary course of business consistent with past practice or as was required under any employment agreements in effect as of the date of the Reference Balance Sheet, (ii) any granting by any of the Lynx Companies to any such current or former director, executive officer or employee of any increase in severance or termination pay, (iii) any entry by any of the Lynx Companies into, or any amendments of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director, executive officer or employee or (iv) any amendment to, or modification of, any Option, or the benefits under any Lynx Company Plan. 17 SECTION 3.07. ABSENCE OF LITIGATION. As of the date hereof, except as set forth in SECTION 3.07 OF THE LYNX DISCLOSURE SCHEDULE, there are no Actions pending or, to the knowledge of the Lynx Companies or Lynx Parent threatened, against Lynx Parent or any Lynx Company, that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or that would materially impair Lynx's ability to consummate the Merger. SECTION 3.08. COMPLIANCE WITH LAWS. Neither Lynx Parent nor any of the Lynx Companies is in violation of any Laws (including, without limitation, the Advisers Act) or any Governmental Orders applicable to the Lynx Companies, or by which any of them is bound, except (i) as set forth in SECTION 3.08 OF THE LYNX DISCLOSURE SCHEDULE and (ii) for violations the existence of which would not, individually or in the aggregate, have a Material Adverse Effect. SECTION 3.09. GOVERNMENTAL LICENSES AND PERMITS. The Lynx Companies hold all Licenses necessary to the operation of their businesses as currently operated and are in compliance with the terms of such Licenses, except (a) as set forth in SECTION 3.09 OF THE LYNX DISCLOSURE SCHEDULE or (b) for violations, the existence of which would not, individually or in the aggregate, have a Material Adverse Effect. SECTION 3.10. TANGIBLE PERSONAL PROPERTY. Except as disclosed in SECTION 3.10 OF THE LYNX DISCLOSURE Schedule, the Lynx Companies are in possession of and have good and marketable title to, or have valid leasehold interests in or valid rights under Contract to use, all tangible personal property used in the conduct of their businesses, including all tangible personal property reflected on the Reference Balance Sheets and tangible personal property acquired since September 30, 1999 other than property disposed of since such date in the ordinary course of business consistent with past practice and the terms of this Agreement. Except as disclosed in SECTION 3.10 OF THE LYNX DISCLOSURE SCHEDULE, all such tangible personal property is free and clear of all Liens, other than Permitted Liens or Liens created by or through Detective, Acquisition Sub or any of their Affiliates, and is in good working order and condition, ordinary wear and tear excepted, and its use complies in all material respects with all applicable Laws and, to the knowledge of Lynx, is adequate and suitable for the conduct by the Lynx Companies of the businesses presently conducted by them. SECTION 3.11. REAL PROPERTY. None of the Lynx Companies owns any real property. Each parcel of real property leased by the Lynx Companies and used exclusively in the business of such Lynx Company, including, without limitation, those properties set forth in SECTION 3.11 OF THE LYNX DISCLOSURE SCHEDULE (the "LYNX COMPANY LEASED REAL PROPERTY"), is leased, free and clear of all Liens, except (i) as disclosed in SECTION 3.11 OF THE LYNX DISCLOSURE SCHEDULE, (ii) Permitted Liens and (iii) Liens created by or through Detective, Acquisition Sub or any of their Affiliates. SECTION 3.12. INTELLECTUAL PROPERTY. (a) The Lynx Companies own exclusively or have the right to use all Intellectual Property and commercially available shrink-wrapped software that is material to the operation of the Lynx Companies ("LYNX 18 COMPANY OWNED INTELLECTUAL PROPERTY", "LYNX COMPANY LICENSED INTELLECTUAL PROPERTY" or "LYNX COMPANY SHRINK-WRAPPED SOFTWARE", as applicable). SECTION 3.12(a) OF THE LYNX DISCLOSURE SCHEDULE sets forth a true and complete list of all material registered patents and patent applications, common law trademarks, registered trademarks and trademark applications, copyright registrations, domain name registrations and Software owned by the Lynx Companies. Except as would not have a Material Adverse Effect, the Lynx Company Owned Intellectual Property, the Lynx Company Licensed Intellectual Property and Lynx Company Shrink-Wrapped Software collectively constitute all of the Intellectual Property necessary for the continued operation of the businesses of the Lynx Companies. (b) Except for such infringements as would not, individually or in the aggregate, have a Material Adverse Effect (i) the Lynx Company Owned Intellectual Property does not infringe upon the Intellectual Property rights of any third party, and (ii) no written claim has been asserted to the Lynx Companies which is currently pending or, to the knowledge of Lynx or Lynx Parent threatened that the use of such Lynx Company Owned Intellectual Property or Lynx Company Licensed Intellectual Property in a manner consistent with past practice does or may infringe upon the Intellectual Property rights of any third party. (c) To the knowledge of Lynx and Lynx Parent, the Lynx Companies are the exclusive owners of the entire right, title and interest in and to all Lynx Company Owned Intellectual Property and are entitled to use all Lynx Company Owned Intellectual Property, Lynx Company Licensed Intellectual Property and Lynx Company Shrink-Wrapped Software in the continued operation of their businesses in a manner consistent in all material respects with past practice. (d) To the knowledge of Lynx and Lynx Parent, except as set forth in SECTION 3.12(d) OF THE LYNX DISCLOSURE SCHEDULE, no Person is engaging in any activity that infringes upon the Lynx Company Owned Intellectual Property. Except as would not, individually or in the aggregate, have a Material Adverse Effect, the consummation of the transactions contemplated by this Agreement will not result in the termination or impairment of any of the Lynx Company Owned Intellectual Property, Lynx Company Licensed Intellectual Property or Lynx Company Shrink-Wrapped Software, or any license relating thereto. (e) None of the Lynx Companies is in breach of, or default under, any material term of any license or sublicense of the Lynx Company Owned Intellectual Property, Lynx Company Licensed Intellectual Property or Lynx Company Shrink-Wrapped Software, and, to the knowledge of Lynx and Lynx Parent, no other party to such license or sublicense is in breach thereof or default thereunder, except in any such case as would not, individually or in the aggregate, have a Material Adverse Effect. (f) Except as set forth in Section 3.12(f) of the Lynx Disclosure Schedule, the Lynx Companies have (i) initiated a review and assessment of the business operations of the Lynx Companies (including those areas affected by suppliers and vendors) that could reasonably be affected by the Year 2000 Problem, (ii) developed a comprehensive plan, which has been 19 delivered to Detective on or before the date hereof (the "LYNX COMPANY YEAR 2000 PLAN"), to address the Lynx Company Year 2000 Problem, and (iii) implemented and complied with (including dates by which steps and actions are to be taken and performed by) the Lynx Company Year 2000 Plan in accordance with the terms thereof. Except as set forth in Section 3.12(f) of the Lynx Disclosure Schedule, the Lynx Company Year 2000 Plan includes all appropriate, necessary and timely steps, actions and plans to make the Lynx Companies Year 2000 Compliant in accordance with the methods and the time frames set forth therein. Except as set forth in Section 3.12(f) of the Lynx Disclosure Schedule, as of the date hereof, there are no issues or events that prevent the Lynx Companies from fully addressing the Year 2000 Problem consistent with the terms of the Lynx Company Year 2000 Plan. Except as set forth in SECTION 3.12(f) OF THE LYNX DISCLOSURE SCHEDULE, all Third Party Software and all hardware used by the Lynx Companies has been certified by the providers thereof to be Year 2000 Compliant for the intended uses and purposes of such Third Party Software and such hardware. (g) To the knowledge of Lynx and Lynx Parent, except as set forth in SECTION 3.12(g) OF THE LYNX DISCLOSURE SCHEDULE, there are no Contracts of any of the Lynx Companies under which such Lynx Companies make a Year 2000 warranty that do not limit or cap the Liability of such Lynx Companies with respect to any Year 2000 Problem. SECTION 3.13 EMPLOYEE BENEFITS MATTERS. (a) SECTION 3.13(a) OF THE LYNX DISCLOSURE SCHEDULE contains a true and complete list of all employee benefit plans (within the meaning of Section 3(3) of ERISA), all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, supplemental retirement, severance or other benefit plans, programs or arrangements, and all employment, termination, severance or other Contracts or agreements with respect to which any Lynx Company or any of its Affiliates has any obligation and which are maintained, contributed to or sponsored by any Lynx Company or any of its Affiliates for the benefit of any current or former employee of any Lynx Company (collectively, the "LYNX COMPANY PLANS"). (b) Except as otherwise disclosed in SECTION 3.13(b) OF THE LYNX DISCLOSURE SCHEDULE, none of the Lynx Company Plans (i) is a "multiemployer plan", within the meaning of Section 3(37) or 4001(a)(3) of ERISA, or a "single-employer plan", within the meaning of Section 4001(a)(15) of ERISA, or (ii) provides or promises to provide retiree medical or life insurance benefits. (c) None of the Lynx Companies or any of their Affiliates has incurred any liability under, arising out of or by operation of Title IV of ERISA (other than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course). None of the assets of the Lynx Companies or any of their Affiliates is the subject of any lien arising under Section 302(f) of ERISA or Section 412(n) of the Code; none of the Lynx Companies or any of their Affiliates has been required to post any security under Section 307 of ERISA or Section 401(a)(29) of the Code; and no fact or event exists which could give rise to any such lien or requirement to post any such security. 20 (d) Except as set forth in SECTION 3.13(d) OF THE LYNX DISCLOSURE SCHEDULE, (i) no benefit or any right to a benefit under any Lynx Company Plan will become payable, accelerated or be enhanced in any way solely by reason of the consummation of the transactions contemplated by this Agreement or by reason of the consummation of the transactions contemplated by this Agreement coupled with another event (e.g., termination of employment), and (ii) any tax deduction otherwise allowable in respect of remuneration to current or former Lynx Company employees or Affiliates payable upon or after the Closing will not be disallowed by operation of Section 280G of the Code in respect of the consummation of the transactions contemplated by this Agreement. (e) Except as disclosed in SECTION 3.13(e) OF THE LYNX DISCLOSURE SCHEDULE, none of the Lynx Companies is a party to any collective bargaining or other labor union Contract applicable to any Lynx Company employees. As of the date hereof, there is, to the knowledge of Lynx, no material labor strike, slowdown or work stoppage pending or, to the knowledge of Lynx, threatened in writing, which may interfere in any material respect with the business activities of any of the Lynx Companies. SECTION 3.14. TAXES. Each of the Lynx Companies has timely filed or been included in, or will timely file or be included in, all material Tax Returns required to be filed by it or in which it is to be included with respect to Taxes for any period ending on or before the Closing Date and such Tax Returns are or will be, as the case may be, accurate, complete and correct in all material respects. All Taxes shown to be payable on such material Tax Returns have been paid or will be paid except to the extent the same are being contested in good faith and have been adequately reserved for. As of the date hereof, there are no pending or threatened actions or proceedings for the proposed assessment or assessment or collection of Taxes against any of the Lynx Companies. There are no material Liens or other encumbrances for Taxes (other than for Taxes not yet due and payable) upon the assets of the Lynx Companies. SECTION 3.15. ENVIRONMENTAL MATTERS. Except as disclosed in SECTION 3.15 OF THE LYNX DISCLOSURE SCHEDULE, to the knowledge of Lynx and Lynx Parent, the Lynx Companies are in compliance with all applicable Environmental Laws and have obtained and are in compliance with all applicable Environmental Permits other than any non-compliance that would not have a Material Adverse Effect. SECTION 3.16. MATERIAL CONTRACTS. (a) SECTION 3.16(a) OF THE LYNX DISCLOSURE SCHEDULE lists and briefly describes (including the parties to and the date and subject matter of) as of the date hereof each of the following Contracts of any of the Lynx Companies (such Contracts being "LYNX COMPANY MATERIAL CONTRACTS"): (i) each Contract for the purchase of materials or real or personal property with any supplier or for the furnishing of services to the Lynx Companies under the terms of which any of the Lynx Companies: (I) is likely to pay or otherwise give consideration of more than $100,000 in the aggregate during the calendar year ending December 31, 21 1999 or (II) is likely to pay or otherwise give consideration of more than $300,000 in the aggregate over the remaining term of such Contract; (ii) each Contract for the sale of personal property or for the furnishing of services by any of the Lynx Companies which: (I) is likely to involve consideration of more than $250,000 in the aggregate during the calendar year ending December 31, 1999 or (II) is likely to involve consideration of more than $750,000 in the aggregate over the remaining term of the Contract; (iii) all broker, distributor, dealer, manufacturer's representative, franchise, agency, sales promotion, market research, marketing consulting and advertising Contracts requiring payments in excess of $250,000, to which any Lynx Company is a party; (iv) all management Contracts and Contracts with independent contractors or consultants (or similar arrangements) to which any Lynx Company is a party requiring payments in excess of $250,000 and which are not cancelable without penalty or further payment and without more than 30 days' notice; (v) all Contracts relating to indebtedness of any Lynx Company which individually are in excess of $250,000; (vi) all Contracts with any Governmental Authority to which any Lynx Company is a party; (vii) all Contracts that limit or purport to limit the ability of any Lynx Company or any Person to compete in any line of business or with any other Person or in any geographic area or during any period of time; (viii) all Contracts between or among any Lynx Company and any Affiliate of any Lynx Company; (ix) all Contracts relating in whole or in part to Intellectual Property pursuant to which any Lynx Company obtains from a third party the right to sell, distribute, display or otherwise use data or works owned or controlled by such third party and that is (I) likely to involve consideration of more than $100,000 in the aggregate during the calendar year ending December 31, 1999 or (II) that does not involve any cash consideration but is otherwise material to any Lynx Company; (x) all Contracts relating in whole or in part to Intellectual Property pursuant to which any Lynx Company grants to a third party the right to sell, distribute, display or otherwise use data or works owned or controlled by such Lynx Company and that is (I) likely to involve consideration of more than $100,000 in the aggregate during the calendar year ending December 31, 1999 or (II) that does not involve any cash consideration but is otherwise material to any Lynx Company; 22 (xi) all Contracts relating to employment of any Person by any of the Lynx Companies; and (xii) all other Contracts whether or not made in the ordinary course of business, which are material to the conduct of the businesses of the Lynx Companies taken as a whole or the absence of which would have a Material Adverse Effect. (b) Except as disclosed in SECTION 3.16(b) OF THE LYNX DISCLOSURE SCHEDULE and except as would not, individually or in the aggregate, have a Material Adverse Effect, each such Lynx Company Material Contract is valid and binding on the Lynx Companies and is in full force and effect. Except as would not, individually or in the aggregate, have a Material Adverse Effect, no Lynx Company, or to the knowledge of Lynx or Lynx Parent, any other party thereto, is in breach of, or in default under, any such Lynx Company Material Contract. (c) Except as disclosed in SECTION 3.16(c) OF THE LYNX DISCLOSURE SCHEDULE, there is no Contract granting any Person any preferential right to purchase any of the properties or assets of any Lynx Company. SECTION 3.17. BROKERS. Other than Goldman Sachs & Co., no broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement and the Ancillary Agreements based upon arrangements made by or on behalf of the Lynx Companies or their Affiliates. SECTION 3.18. QUESTIONABLE PAYMENTS. None of the Lynx Companies nor, to the knowledge of Lynx or Lynx Parent, any director, officer, agent, employee or other Person associated with or acting on behalf of the Lynx Companies has, directly, or indirectly: used any corporate funds for unlawful contributions, gifts, entertainment, or other unlawful expenses relating to political activity; made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns from corporate funds; established or maintained any unlawful or unrecorded fund of corporate monies or other assets; made any false or fictitious entry on the books or records of the Lynx Companies; or made any bribe, kickback, or other payment of a similar or comparable nature, whether lawful or not, to any Person or entity, private or public, regardless of form, whether in money, property, or services, to obtain favorable treatment in securing business or to obtain special concessions, or to pay for favorable treatment for business secured or for special concessions already obtained. SECTION 3.19. NONDISTRIBUTIVE INTENT. Lynx Parent is acquiring the Detective Shares to be issued pursuant to Section 2.07 hereof for its own account (and not for the account of others) for investment and not with a view to the distribution thereof. Lynx Parent acknowledges that the Detective Shares are being issued to it pursuant to an exemption from registration under the Securities Act and, accordingly, are restricted (as defined by the Securities Act) and may not be resold without either subsequent registration under the Securities Act or an appropriate exemption therefrom. 23 SECTION 3.20. EXCLUSIVITY OF REPRESENTATIONS. (a) THE REPRESENTATIONS AND WARRANTIES MADE BY LYNX AND LYNX PARENT IN THIS AGREEMENT AND THE ANCILLARY AGREEMENTS ARE IN LIEU OF AND ARE EXCLUSIVE OF ALL OTHER REPRESENTATIONS AND WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES. LYNX AND LYNX PARENT HEREBY DISCLAIM ANY SUCH OTHER OR IMPLIED REPRESENTATIONS OR WARRANTIES, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO DETECTIVE, ACQUISITION SUB OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA). (b) Detective and Acquisition Sub acknowledge that (i) the representations and warranties contained in Sections 3.05(b), 3.06, 3.07, 3.12, 3.13, 3.14, 3.15 and 3.16 are the only representations and warranties being made with respect to (A) Intellectual Property, (B) compliance with or liability under ERISA, (C) Taxes and (D) compliance with or liability under Environmental Laws, respectively, or with respect to any Intellectual Property, employee benefit, Tax or environmental, health or safety matter related in any way to the Lynx Companies and their Affiliates or to this Agreement or its subject matter, and (ii) no other representation or warranty contained in this Agreement shall apply to any such matters and no other representation or warranty, express or implied, is being made with respect thereto. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF DETECTIVE AND ACQUISITION SUB Detective and Acquisition Sub jointly and severally represent and warrant to Lynx as follows: SECTION 4.01. INCORPORATION AND AUTHORITY OF DETECTIVE AND ACQUISITION SUB. Detective and Acquisition Sub are corporations duly incorporated, validly existing and in good standing under the laws of their jurisdiction of incorporation and have all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party, to carry out their obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and such Ancillary Agreements by Detective and Acquisition Sub, the performance by Detective and Acquisition Sub of their obligations hereunder and thereunder and the consummation by Detective and Acquisition Sub of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Detective and Acquisition Sub. This Agreement has been, and upon execution such Ancillary Agreements will be, duly executed and delivered by Detective and Acquisition Sub, and (assuming due authorization, execution and 24 delivery by Lynx and each Affiliate of Lynx executing this Agreement or one or more of such Ancillary Agreements) this Agreement constitutes, and upon execution such Ancillary Agreements will constitute, legal, valid and binding obligations of Detective and Acquisition Sub enforceable against Detective and Acquisition Sub in accordance with their terms. SECTION 4.02. CAPITAL STOCK OF DETECTIVE; DETECTIVE'S SUBSIDIARIES. (a) As of the date hereof, the authorized capital stock of Detective consists of 75,000,000 shares of common stock, par value $.01 per share (the "DETECTIVE COMMON STOCK"), and 5,000,000 shares of Preferred Stock, par value $.01 per share. As of November 10, 1999, 34,463,700 shares of Detective Common Stock are validly issued, outstanding, fully paid and nonassessable, and have been issued in compliance with all applicable federal and, to the knowledge of Detective, state securities laws. 2,981,350 shares of Detective Common Stock are held as treasury stock. No other shares of capital stock of Detective have been issued or are outstanding. SECTION 4.02 OF THE DETECTIVE DISCLOSURE SCHEDULE describes the nature, holder, exercise price and other material terms of each outstanding Option of Detective, in each case, as of the date hereof. Except as disclosed in SECTION 4.02 OF THE DETECTIVE DISCLOSURE SCHEDULE, there are no outstanding Options or agreements, arrangements or understandings to issue Options with respect to Detective and there are no preemptive rights or agreements, arrangements or understandings to issue preemptive rights with respect to the issuance or sale of Detective's capital stock. On the Closing Date, the delivery to Lynx Parent of the certificate or certificates representing the Detective Shares will vest in Lynx Parent good and valid title to such Detective Shares, free and clear of all Liens, and such Detective Shares will have been duly authorized, validly issued, fully paid and nonassessable. Detective has taken all necessary corporate actions to reserve the full number of shares of Detective Common Stock issuable upon exercise of the Lynx Option. The Detective Common Stock issuable upon exercise of the Lynx Option, when issued, will be duly authorized, validly issued, fully paid and nonassessable. Except as set forth herein or in SECTION 4.02 OF THE DETECTIVE DISCLOSURE SCHEDULE, neither the execution, delivery or performance by Detective or Acquisition Sub of this Agreement or the Ancillary Agreements, the issuance of the Detective Shares or the Lynx Option as contemplated hereby, the issuance of shares of Detective Common Stock upon conversion of the Lynx Option, the performance by Detective or Acquisition Sub of its respective obligations under the Ancillary Agreements nor the exercise by any holder of the Detective Shares of the rights granted to such holder under the Ancillary Agreements, will give rise to or result in (with or without notice, lapse of time or both) any antidilution adjustment (other than as disclosed in SECTION 4.02 OF THE DETECTIVE DISCLOSURE SCHEDULE), acceleration of vesting or other change under or to any Option. Neither Detective nor Acquisition Sub is a party or subject to any agreement or understanding and, to the knowledge of Detective, there is no agreement or understanding between or among Persons which relates to the voting or giving of written consents or nominating directors, with respect to Detective, any of its Subsidiaries or any of their respective securities. (b) Each Subsidiary of Detective is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation and has full corporate power and authority to conduct its business as and to the extent now conducted, to own, use and lease its assets and properties and to enter into this Agreement and/or the Ancillary 25 Agreements to which it is a party. SECTION 4.02(b) OF THE DETECTIVE DISCLOSURE SCHEDULE lists each Detective Subsidiary. Except as set forth in SECTION 4.02(b) OF THE DETECTIVE DISCLOSURE SCHEDULE, each such Subsidiary is duly qualified, licensed or admitted to do business and is in good standing in those jurisdictions in which the ownership, use or leasing of such Subsidiary's assets and properties, or the conduct or nature of its business, makes such qualification, licensing or admission necessary except where the failure to be so qualified, licensed or admitted would not have a Material Adverse Effect. SECTION 4.02(b) OF THE DETECTIVE DISCLOSURE SCHEDULE lists for each Detective Subsidiary and, to Detective's knowledge for Marksman, the amount of its authorized and outstanding capital stock or issued share capital. All of the outstanding shares of capital stock or issued share capital, of each Detective Subsidiary, and those shares of the capital stock of Marksman owned by Detective, have been duly authorized and validly issued, are fully paid and nonassessable, and, except as set forth in SECTION 4.02(b) OF THE DETECTIVE DISCLOSURE SCHEDULE, are wholly owned, beneficially and of record, by Detective or its Subsidiaries free and clear of all Liens. Except as set forth in SECTION 4.02(b) OF THE DETECTIVE DISCLOSURE SCHEDULE, there are no outstanding Options with respect to any Detective Subsidiary and no agreements, arrangements or understandings to issue Options with respect to any Detective Subsidiary and there are no preemptive rights or agreements, arrangements or understandings to issue preemptive rights with respect to any Detective Subsidiary. Other than as listed in SECTION 4.02(b) OF THE DETECTIVE DISCLOSURE SCHEDULE, and except for the capital stock of the Detective Subsidiaries and Marksman, neither Detective nor the Detective Subsidiaries hold any equity, partnership, joint venture or other interest in any Person. There are no Liens on any shares of capital stock of any of the Detective Subsidiaries or on those shares of the capital stock of Marksman owned by Detective other than Permitted Liens or Liens created by Lynx or its Affiliates, except as set forth as SECTION 4.02(b) OF THE DETECTIVE DISCLOSURE SCHEDULE. (c) Other than in connection with the transactions contemplated by this Agreement, since its date of incorporation, Acquisition Sub has not conducted any business, has not owned, leased or operated any real property or other assets and has not incurred and is not subject to any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise. SECTION 4.03. NO CONFLICT. Assuming all consents, approvals, authorizations and other actions described in Section 4.04 have been obtained, and except as may result from any facts or circumstances relating solely to the Lynx Companies or any of their Affiliates or as described in SECTION 4.03 OF THE DETECTIVE DISCLOSURE SCHEDULE, the execution, delivery and performance of this Agreement and the Ancillary Agreements to which either is a party by Detective or Acquisition Sub does not and will not (a) violate or conflict with the Certificate of Incorporation, other constitutive documents or by-laws of Detective or Acquisition Sub, (b) conflict with or violate any Law or Governmental Order applicable to Detective or any of its Subsidiaries, or (c) result in any breach of, or constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, or give to any Person any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Lien on Detective or any of its Subsidiaries pursuant to, any Contract, License or other material instrument to which Detective or any of its Subsidiaries is a party or by which Detective, any of 26 its Subsidiaries or any of their assets are bound or affected, except, in the case of clauses (b) and (c) above, (i) for conflicts, violations, breaches, defaults, rights of termination, amendment, acceleration or cancellation, or Liens as would not, individually or in the aggregate, (A) have a Material Adverse Effect, (B) impair the ability of Detective or Acquisition Sub to perform their respective obligations under this Agreement or any of the Ancillary Agreements to which either is a party or (C) prevent or materially delay the consummation of the transactions contemplated by this Agreement or any of the Ancillary Agreements, or (ii) for Liens created by or through Lynx or any of its Affiliates. SECTION 4.04. CONSENTS AND APPROVALS. The execution and delivery of this Agreement and each Ancillary Agreement to which either is a party by Detective or Acquisition Sub, does not, and the performance of this Agreement and each such Ancillary Agreement by Detective or Acquisition Sub will not, require any consent, approval, authorization or other action by, or filing with or notification to, any Governmental Authority, except (a) as described in SECTION 4.04 OF THE DETECTIVE DISCLOSURE SCHEDULE, (b) the notification requirements of the HSR Act and applicable filings, notifications or receipts of any required clearances under foreign antitrust and competition Laws, (c) where failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not, individually or in the aggregate, (A) have a Material Adverse Effect, (B) impair the ability of Detective or Acquisition Sub to perform their respective obligations under this Agreement or any of the Ancillary Agreements to which either is a party or (C) prevent or materially delay the consummation of the transactions contemplated by this Agreement or any of the Ancillary Agreements, and (d) as may be necessary as a result of any facts or circumstances relating solely to Lynx or any of its Affiliates. SECTION 4.05. SEC DOCUMENTS; FINANCIAL INFORMATION. (a) Each report, schedule, form, statement and other document required to be filed by Detective with the SEC (each an "SEC DOCUMENT", and collectively, the "SEC DOCUMENTS") has been so filed. As of its filing date, each SEC Document, and any SEC Documents that will be filed prior to or after the Closing, complied or will comply in all material respects with the applicable requirements of the Securities Act and the Exchange Act. None of the SEC Documents, except to the extent that information contained therein has been revised or superseded by an SEC Document subsequently filed with the SEC, contains or will contain any untrue statement of a material fact or omits, omitted or will omit to state a material fact (x) necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or (y) required to be stated therein or necessary to make the statements therein not misleading. The financial statements of Detective and the Subsidiaries included in the SEC Documents comply in all material respects with applicable requirements under the Securities Act and the Exchange Act and any other published rules and regulations of the SEC with respect to accounting requirements, have been prepared in accordance with U.S. generally accepted accounting principles (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of Detective and its Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not have or reflect a Material Adverse Effect). 27 (b) Except as set forth in SECTION 4.05(b) OF THE DETECTIVE DISCLOSURE SCHEDULE and except for Liabilities incurred in the ordinary course of business since June 30, 1999, there are no material Liabilities of Detective or any of its Subsidiaries which are not reflected or disclosed in the SEC Documents. (c) To the knowledge of Detective, each report, schedule, form and other document filed by Marksman with the SEC complies in all material respects with the applicable requirements of the Securities Act and the Exchange Act. To the knowledge of Detective, none of such documents, except to the extent information contained therein has been revised or superseded by another such document subsequently filed with the SEC, contains or will contain any untrue statement of a material fact or omits, omitted or will omit to state a material fact (x) necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or (y) required to be stated therein to make the statements therein not misleading. To the knowledge of Detective, except as set forth in SECTION 4.05(c) OF THE DETECTIVE DISCLOSURE SCHEDULE and except for liabilities incurred in the ordinary course of business since June 30, 1999, there are no material liabilities of Marksman which are not reflected or disclosed in such documents. SECTION 4.06. ABSENCE OF CERTAIN CHANGES OR EVENTS. Since June 30, 1999, except (i) as disclosed in SECTION 4.06 OF THE DETECTIVE DISCLOSURE SCHEDULE, or (ii) as contemplated by this Agreement, the businesses of Detective and its Subsidiaries have been conducted in the ordinary course and there has not been any Material Adverse Effect. None of the other representations or warranties set forth in this Agreement shall be deemed to limit the foregoing. In addition, without limiting the foregoing, except (i) as disclosed in SECTION 4.06 OF THE DETECTIVE DISCLOSURE SCHEDULE, or (ii) as contemplated by this Agreement there has not occurred since June 30, 1999: (a) any declaration, setting aside or payment of any dividend or other distribution in respect of the capital stock or share capital of Detective or any of its Subsidiaries, or any direct or indirect redemption, purchase or other acquisition by Detective or any of its Subsidiaries of any such capital stock or share capital of, or any Option with respect to, Detective or any of its Subsidiaries; (b) except for the execution, delivery and performance by Detective and Acquisition Sub of this Agreement and the transactions contemplated hereby, any authorization, issuance, sale or other disposition by Detective or any of its Subsidiaries of any shares of capital stock or issued shares of, or any Option with respect to, Detective or any of its Subsidiaries, or any modification or amendment of any right of any holder of any outstanding shares of capital stock or issued shares of, or any Option with respect to, Detective or any of its Subsidiaries; (c) incurrences by Detective or any of its Subsidiaries of indebtedness or any voluntary purchase, cancellation, prepayment or complete or partial discharge in advance 28 of a scheduled payment date with respect to, or waiver of any right of Detective or any of its Subsidiaries under, any indebtedness of or owing to Detective or any of its Subsidiaries (in either case other than any indebtedness of Detective or any of its Subsidiaries owing to Detective or any of its Subsidiaries); (d) any physical damage, destruction or other casualty loss (whether or not covered by insurance) affecting any of the real or personal property or equipment of Detective or any of its Subsidiaries in an aggregate amount exceeding $100,000; (e) any write-off or write-down of or any determination to write off or write down any of the assets and properties of Detective or any of its Subsidiaries in an aggregate amount exceeding $100,000; (f) any acquisition of any assets and properties of any Person or license or disposition of, or incurrence of a Lien (other than a Permitted Lien or any Lien in aggregate amount less than $100,000) on, any assets and properties of Detective or any of its Subsidiaries, in each case, other than acquisitions, licenses or dispositions of products and services in the ordinary course of business of Detective or any of its Subsidiaries consistent with past practice or any Lien in aggregate amount less than $100,000); (g) any commencement, termination or change by Detective or any of its Subsidiaries of any line of business; (h) any transaction by Detective or any of its Subsidiaries with any officer, director, stockholder, Affiliate or associate of Detective or any of its Subsidiaries, other than pursuant to any Contract in effect on June 30, 1999 and disclosed to Lynx pursuant to SECTION 4.16(a) OF THE DETECTIVE DISCLOSURE SCHEDULE or other than pursuant to any contract of employment listed pursuant to SECTION 4.16(a) OF THE DETECTIVE DISCLOSURE SCHEDULE; (i) any change in accounting or Tax principles, methods or practices; or (j) (i) any granting by Detective or any of its Subsidiaries to any current or former director, executive officer or other employee of Detective or any of its Subsidiaries of any increase in compensation, bonus or other benefits, except for normal increases in cash compensation in the ordinary course of business consistent with past practice or as was required under any employment agreements in effect as of the date of the most recent financial statements included in the SEC Documents, (ii) any granting by Detective or any of its Subsidiaries to any such current or former director, executive officer or employee of any increase in severance or termination pay, (iii) any entry by Detective or any of its Subsidiaries into, or any amendments of, any employment, deferred compensation, consulting, severance, termination or indemnification agreement with any such current or former director, executive officer or employee or (iv) any amendment to, or modification of, any Option or the benefits under any Detective Plan. 29 SECTION 4.07. ABSENCE OF LITIGATION. As of the date hereof, except as set forth in SECTION 4.07 OF THE DETECTIVE DISCLOSURE SCHEDULE, there are no Actions pending or, to the knowledge of Detective threatened, against Detective or any of its Subsidiaries, or to which any of the Detective Shares are subject, that (a) would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or that would materially impair Detective's or Acquisition Sub's ability to consummate the Merger or (b) are required under the Exchange Act to be described in any SEC Documents. SECTION 4.08. COMPLIANCE WITH LAWS. Neither Detective nor any of its Subsidiaries is in violation of any Laws (including, without limitation, the Advisers Act, the Exchange Act and the rules of the NASD) or any Governmental Orders applicable to Detective or any of its Subsidiaries, the Detective Shares or by which any of them is bound, except (i) as set forth in SECTION 4.08 OF THE DETECTIVE DISCLOSURE SCHEDULE and (ii) for violations the existence of which would not, individually or in the aggregate, have a Material Adverse Effect. SECTION 4.09. GOVERNMENTAL LICENSES AND PERMITS. Detective or its Subsidiaries hold all Licenses necessary to the operation of their businesses as currently operated and are in compliance with the terms of such Licenses, except (a) as set forth in SECTION 4.09 OF THE DETECTIVE DISCLOSURE SCHEDULE or (b) for violations, the existence of which would not, individually or in the aggregate, have a Material Adverse Effect. SECTION 4.10. TANGIBLE PERSONAL PROPERTY. Except as disclosed in SECTION 4.10 OF THE DETECTIVE DISCLOSURE SCHEDULE, Detective or its Subsidiaries are in possession of and have good and marketable title to, or have valid leasehold interests in or valid rights under Contract to use, all tangible personal property used in the conduct of their businesses, including all tangible personal property reflected on the financial statements contained in the SEC Documents and tangible personal property acquired since June 30, 1999 other than property disposed of since such date in the ordinary course of business consistent with past practice and the terms of this Agreement. Except as disclosed in SECTION 4.10 OF THE DETECTIVE DISCLOSURE SCHEDULE, all such tangible personal property is free and clear of all Liens, other than Permitted Liens or Liens created by or through Lynx or any of its Affiliates, and is in good working order and condition, ordinary wear and tear excepted, and its use complies in all material respects with all applicable Laws and, to the knowledge of Detective, is adequate and suitable for the conduct by Detective and its Subsidiaries of the businesses presently conducted by them. SECTION 4.11. REAL PROPERTY. Neither Detective nor any of its Subsidiaries owns any real property. Each parcel of real property leased by Detective or any of its Subsidiaries including, without limitation, those properties set forth in SECTION 4.11 OF THE DETECTIVE DISCLOSURE SCHEDULE (the "DETECTIVE LEASED REAL PROPERTY"), is leased, free and clear of all Liens, except (i) as disclosed in SECTION 4.11 OF THE DETECTIVE DISCLOSURE SCHEDULE, (ii) Permitted Liens and (iii) Liens created by or through Lynx or any of its Affiliates. 30 SECTION 4.12. INTELLECTUAL PROPERTY. (a) Detective or its Subsidiaries own exclusively or have the right to use all Intellectual Property and commercially available shrink-wrapped software that is material to the operation of Detective or any of its Subsidiaries ("DETECTIVE OWNED INTELLECTUAL PROPERTY", "DETECTIVE LICENSED INTELLECTUAL PROPERTY" or "DETECTIVE SHRINK-WRAPPED SOFTWARE", as applicable). SECTION 4.12(a) OF THE DETECTIVE DISCLOSURE SCHEDULE sets forth a true and complete list of all material registered patents and patent applications, common law trademarks, registered trademarks and trademark applications, copyright registrations, domain name registrations and Software owned by Detective or any of its Subsidiaries. Except as would not have a Material Adverse Effect, the Detective Owned Intellectual Property, the Detective Licensed Intellectual Property and the Detective Shrink-Wrapped Software collectively constitute all of the Intellectual Property necessary for the continued operation of the businesses of Detective or any of its Subsidiaries. (b) Except for such infringements as would not, individually or in the aggregate, have a Material Adverse Effect (i) the Detective Owned Intellectual Property does not infringe upon the Intellectual Property rights of any third party, and (ii) no written claim has been asserted to Detective or any of its Subsidiaries which is currently pending or, to the knowledge of Detective, threatened that the use of such Detective Owned Intellectual Property or Detective Licensed Intellectual Property in a manner consistent with past practice does or may infringe upon the Intellectual Property rights of any third party. (c) To the knowledge of Detective, Detective or its Subsidiaries are the exclusive owners of the entire right, title and interest in and to all Detective Owned Intellectual Property and are entitled to use all Detective Owned Intellectual Property, Detective Licensed Intellectual Property and Detective Shrink-Wrapped Software in the continued operation of its businesses in a manner consistent in all material respects with past practice. (d) To the knowledge of Detective, except as set forth in SECTION 4.12(d) OF THE DETECTIVE DISCLOSURE SCHEDULE, no Person is engaging in any activity that infringes upon the Detective Owned Intellectual Property. Except as would not, individually or in the aggregate, have a Material Adverse Effect, the consummation of the transactions contemplated by this Agreement will not result in the termination or impairment of any of the Detective Owned Intellectual Property, Detective Licensed Intellectual Property or Detective Shrink-Wrapped Software, or any license relating thereto. (e) Neither Detective nor any of its Subsidiaries is in breach of, or default under, any material term of any license or sublicense of the Detective Owned Intellectual Property, Detective Licensed Intellectual Property or Detective Shrink-Wrapped Software, and, to the knowledge of Detective, no other party to such license or sublicense is in breach thereof or default thereunder, except in any such case as would not, individually or in the aggregate, have a Material Adverse Effect. (f) Detective or its Subsidiaries have (i) initiated a review and assessment of the business operations of Detective and its Subsidiaries (including those areas affected by 31 suppliers and vendors) that could reasonably be affected by the Year 2000 Problem, (ii) developed a comprehensive plan, which has been delivered to Lynx on or before the date hereof (the "DETECTIVE YEAR 2000 PLAN"), to address the Year 2000 Problem, and (iii) implemented and complied with (including dates by which steps and actions are to be taken and performed by) the Detective Year 2000 Plan in accordance with the terms thereof. The Detective Year 2000 Plan includes all appropriate, necessary and timely steps, actions and plans to make Detective and its Subsidiaries Year 2000 Compliant in accordance with the methods and the time frames set forth therein. As of the date hereof, there are no issues or events that prevent Detective and its Subsidiaries from fully addressing the Year 2000 Problem consistent with the terms of the Detective Year 2000 Plan. All Third Party Software and all hardware used by Detective or its Subsidiaries has been certified by the providers thereof to be Year 2000 Compliant for the intended uses and purposes of such Third Party Software and such hardware. (g) To the knowledge of Detective, except as set forth in SECTION 4.12(g) OF THE DETECTIVE DISCLOSURE SCHEDULE, there are no Contracts of Detective or any of its Subsidiaries under which such company makes a Year 2000 warranty that do not limit or cap the Liability of Detective or any of its Subsidiaries with respect to any Year 2000 Problem. SECTION 4.13. EMPLOYEE BENEFITS MATTERS. (a) SECTION 4.13(a) OF THE DETECTIVE DISCLOSURE SCHEDULE contains a true and complete list of all employee benefit plans (within the meaning of Section 3(3) of ERISA), all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, supplemental retirement, severance or other benefit plans, programs or arrangements, and all employment, termination, severance or other Contracts or agreements with respect to which Detective or any of its Subsidiaries has any obligation and which are maintained, contributed to or sponsored by Detective or any of its Subsidiaries for the benefit of any current or former employee of Detective or any of its Subsidiaries (collectively, the "DETECTIVE PLANS"). (b) Except as otherwise disclosed in SECTION 4.13(b) OF THE DETECTIVE DISCLOSURE SCHEDULE, none of the Detective Plans (i) is a "multiemployer plan", within the meaning of Section 3(37) or 4001(a)(3) of ERISA, or a "single-employer plan", within the meaning of Section 4001(a)(15) of ERISA, or (ii) provides or promises to provide retiree medical or life insurance benefits. (c) Neither Detective nor any of its Affiliates has incurred any liability under, arising out of or by operation of Title IV of ERISA (other than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course). None of the assets of Detective or any of its Affiliates is the subject of any lien arising under Section 302(f) of ERISA or Section 412(n) of the Code; neither Detective nor any of its Affiliates has been required to post any security under Section 307 of ERISA or Section 401(a)(29) of the Code; and no fact or event exists which could give rise to any such lien or requirement to post any such security. (d) Except as set forth in SECTION 4.13(d) OF THE DETECTIVE DISCLOSURE SCHEDULE, (i) no benefit or any right to a benefit under any Detective Plan will become payable, 32 accelerated or be enhanced in any way solely by reason of the consummation of the transactions contemplated by this Agreement or by reason of the consummation of the transactions contemplated by this Agreement coupled with another event (E.G., termination of employment), and (ii) any tax deduction otherwise allowable in respect of remuneration to current or former Detective employees or Affiliates payable upon or after the Closing will not be disallowed by operation of Section 280G of the Code in respect of the consummation of the transactions contemplated by this Agreement. (e) Except as disclosed in SECTION 4.13(e) OF THE DETECTIVE DISCLOSURE SCHEDULE, neither Detective nor any of its Subsidiaries is a party to any collective bargaining or other labor union Contract applicable to any employees of Detective or any of its Subsidiaries. As of the date hereof, there is, to the knowledge of Detective, no material labor strike, slowdown or work stoppage pending or, to the knowledge of Detective, threatened in writing, which may interfere in any material respect with the business activities of Detective or any of its Subsidiaries. SECTION 4.14. TAXES. Detective and its Subsidiaries have timely filed or been included in, or will timely file or be included in, all material Tax Returns required to be filed by them or in which they are to be included with respect to Taxes for any period ending on or before the Closing Date and such Tax Returns are or will be, as the case may be, accurate, complete and correct in all material respects. All Taxes shown to be payable on such material Tax Returns have been paid or will be paid except to the extent the same are being contested in good faith and have been adequately reserved for. As of the date hereof, there are no pending or threatened actions or proceedings for the proposed assessment or assessment or collection of Taxes against Detective or any of its Subsidiaries. There are no material Liens or other encumbrances for Taxes (other than for Taxes not yet due and payable) upon the assets of Detective or any of its Subsidiaries. SECTION 4.15. ENVIRONMENTAL MATTERS. Except as disclosed in SECTION 4.15 OF THE DETECTIVE DISCLOSURE SCHEDULE, to Detective's knowledge, Detective and its Subsidiaries are in compliance with all applicable Environmental Laws and have obtained and are in compliance with all applicable Environmental Permits other than any non-compliance that would not have a Material Adverse Effect. SECTION 4.16. MATERIAL CONTRACTS. (a) SECTION 4.16(a) OF THE DETECTIVE DISCLOSURE SCHEDULE lists and briefly describes (including the parties to and the date and subject matter of) as of the date hereof each of the following Contracts of Detective or its Subsidiaries (such Contracts being "DETECTIVE MATERIAL CONTRACTS"): (i) each Contract for the purchase of materials or real or personal property with any supplier or for the furnishing of services to Detective or any of its Subsidiaries under the terms of which Detective or any of its Subsidiaries: (I) is likely to pay or otherwise give consideration of more than $100,000 in the aggregate during the calendar 33 year ending December 31, 1999 or (II) is likely to pay or otherwise give consideration of more than $300,000 in the aggregate over the remaining term of such Contract; (ii) each Contract for the sale of personal property or for the furnishing of services by Detective or any of its Subsidiaries which: (I) is likely to involve consideration of more than $250,000 in the aggregate during the calendar year ending December 31, 1999 or (II) is likely to involve consideration of more than $750,000 in the aggregate over the remaining term of the Contract; (iii) all broker, distributor, dealer, manufacturer's representative, franchise, agency, sales promotion, market research, marketing consulting and advertising Contracts requiring payments in excess of $250,000, to which Detective or any of its Subsidiaries is a party; (iv) all management Contracts and Contracts with independent contractors or consultants (or similar arrangements) to which Detective or any of its Subsidiaries is a party requiring payments in excess of $250,000 and which are not cancelable without penalty or further payment and without more than 30 days' notice; (v) all Contracts relating to indebtedness of Detective or any of its Subsidiaries which individually are in excess of $250,000; (vi) all Contracts with any Governmental Authority to which Detective or any of its Subsidiaries is a party; (vii) all Contracts that limit or purport to limit the ability of Detective or any of its Subsidiaries or any Person to compete in any line of business or with any other Person or in any geographic area or during any period of time; (viii) all Contracts between or among Detective or any of its Subsidiaries and any Affiliate of Detective; (ix) all Contracts relating in whole or in part to Intellectual Property pursuant to which Detective or any of its Subsidiaries obtains from a third party the right to sell, distribute, display or otherwise use data or works owned or controlled by such third party and that is (I) likely to involve consideration of more than $100,000 in the aggregate during the calendar year ending December 31, 1999 or (II) that does not involve any cash consideration but is otherwise material to Detective or any of its Subsidiaries; (x) all Contracts relating in whole or in part to Intellectual Property pursuant to which Detective or any of its Subsidiaries grants to a third party the right to sell, distribute, display or otherwise use data or works owned or controlled by Detective or any of its Subsidiaries and that is (I) likely to involve consideration of more than $100,000 in the aggregate during the calendar year ending December 31, 1999 or (II) that 34 does not involve any cash consideration but is otherwise material to Detective or any of its Subsidiaries; (xi) all Contracts relating to employment of any Person by Detective or its Subsidiaries; or (xii) all other Contracts whether or not made in the ordinary course of business, which are material to the conduct of the businesses of Detective or any of its Subsidiaries taken as a whole or the absence of which would have a Material Adverse Effect. (b) Except as disclosed in SECTION 4.16(b) OF THE DETECTIVE DISCLOSURE SCHEDULE and except as would not, individually or in the aggregate, have a Material Adverse Effect, each such Detective Material Contract is valid and binding on Detective or its Subsidiaries and is in full force and effect. Except as would not, individually or in the aggregate, have a Material Adverse Effect, neither Detective nor any of its Subsidiaries, nor to the knowledge of Detective any other party thereto, is in breach of, or in default under, any such Detective Material Contract. (c) There is no Contract granting any Person any preferential right to purchase any of the properties or assets of Detective or any of its Subsidiaries. SECTION 4.17. BROKERS. Other than Hambrecht and Quist LLC, and as described in SECTION 6.01 OF THE DETECTIVE DISCLOSURE SCHEDULE, no broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement and the Ancillary Agreements based upon arrangements made by or on behalf of Detective or its Affiliates. SECTION 4.18. INSURANCE. Detective and its Subsidiaries carry all liability, property, workers' compensation, directors' and officers' liability and other insurance policies in amounts and have coverages that are reasonable and customary for Persons engaged in the businesses and operations of Detective and its Subsidiaries. SECTION 4.19. REGISTRATION RIGHTS. Except as disclosed in SECTION 4.19 OF THE DETECTIVE DISCLOSURE SCHEDULE and for the rights granted pursuant to the Registration Rights Agreement, Detective has not granted registration rights to any holder of any of the securities of Detective. SECTION 4.20. NASD MATTERS. The Detective Common Stock is listed on the NASDAQ National Market, and the listing agreement between the NASD and Detective with respect thereto is in full force and effect. The Detective Shares and the maximum number of shares of Detective Common Stock issuable upon exercise of the Lynx Option will be approved for listing on the NASDAQ National Market upon the approval by the NASD of the Company's listing application for additional shares filed pursuant to the terms of Section 5.07. 35 SECTION 4.21. STATE ANTI-TAKEOVER STATUTES; ANTI-TAKEOVER DEFENSES. No "fair price," "moratorium," "control share acquisition" or other similar anti-takeover statute or regulation, including the restrictions contained in Section 203 of the DGCL, or any anti-takeover provision in Detective's Certificate of Incorporation or by-laws is, or at or after the Effective Time will be, applicable to Lynx, Lynx Parent, any of the Lynx Companies, the Merger or the other transactions contemplated by this Agreement or the Ancillary Agreements (or the exercise of any rights hereunder or thereunder). The Board of Directors of Detective has approved the Merger and the other transactions contemplated by this Agreement and the Ancillary Agreements for all purposes of the DGCL. Neither Detective nor any of its Subsidiaries has adopted a stockholder rights plan, poison pill or other anti-takeover measure. SECTION 4.22. VOTE REQUIRED. The only vote of the holders of any class or series of capital stock necessary to approve this Agreement and the transactions contemplated hereby (including, without limitation, the Amended Charter) on behalf of Detective and Acquisition Sub is the affirmative vote of the holders of a majority of the outstanding shares of Detective Common Stock and the affirmative vote of the holders of a majority of the common stock of Acquisition Sub. SECTION 4.23. OPINION OF FINANCIAL ADVISERS. Detective has received the opinion of its financial advisers, dated the date of this Agreement, to the effect that, as of such date, the transactions contemplated by this Agreement and the Ancillary Agreements are fair, from a financial point of view, to the stockholders of Detective, a signed copy of which has been delivered to Lynx. SECTION 4.24. QUESTIONABLE PAYMENTS. Neither Detective, any of its Subsidiaries, nor, to the knowledge of Detective, any director, officer, agent, employee or other Person associated with or acting on behalf of Detective or any of its Subsidiaries has, directly, or indirectly: used any corporate funds for unlawful contributions, gifts, entertainment, or other unlawful expenses relating to political activity; made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns from corporate funds; established or maintained any unlawful or unrecorded fund of corporate monies or other assets; made any false or fictitious entry on the books or records of Detective or any of its Subsidiaries; or made any bribe, kickback, or other payment of a similar or comparable nature, whether lawful or not, to any Person or entity, private or public, regardless of form, whether in money, property, or services, to obtain favorable treatment in securing business or to obtain special concessions, or to pay for favorable treatment for business secured or for special concessions already obtained. SECTION 4.25. REPRESENTATIONS RELATING TO MARKSMAN. Except as set forth in SECTION 4.25 OF THE DETECTIVE DISCLOSURE SCHEDULE, to the knowledge of Detective, the representations and warranties contained in Sections 4.03, 4.06, 4.07, 4.08, 4.09, 4.10, 4.12 (except with regard to the second and third sentences of Section 4.12(a)), 4.13(e), 4.14, 4.15, 4.16(c), 4.18 and 4.24, insofar as they relate to Subsidiaries of Detective, are true and correct 36 with regard to Marksman (assuming Marksman is a Subsidiary of Detective for purposes of such representations and warranties). SECTION 4.26. EXCLUSIVITY OF REPRESENTATIONS. (a) THE REPRESENTATIONS AND WARRANTIES MADE BY DETECTIVE AND ACQUISITION SUB IN THIS AGREEMENT AND THE ANCILLARY AGREEMENTS ARE IN LIEU OF AND ARE EXCLUSIVE OF ALL OTHER REPRESENTATIONS AND WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES. DETECTIVE AND ACQUISITION SUB HEREBY DISCLAIM ANY SUCH OTHER OR IMPLIED REPRESENTATIONS OR WARRANTIES, NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO LYNX OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA). (b) Lynx and Lynx Parent acknowledge that (i) the representations and warranties contained in Sections 4.05(b) and (c), 4.06, 4.07, 4.12, 4.13, 4.14, 4.15 and 4.16 are the only representations and warranties being made with respect to (A) Intellectual Property, (B) compliance with or liability under ERISA, (C) Taxes and (D) compliance with or liability under Environmental Laws, respectively, or with respect to any Intellectual Property, employee benefit, Tax or environmental, health or safety matter related in any way to Detective and its Affiliates or to this Agreement or its subject matter, and (ii) no other representation or warranty contained in this Agreement shall apply to any such matters and no other representation or warranty, express or implied, is being made with respect thereto. ARTICLE V ADDITIONAL AGREEMENTS SECTION 5.01. ACCESS TO INFORMATION. From the date hereof until the Closing (upon reasonable notice to Detective or Lynx, as applicable) during normal business hours, Detective shall, and shall cause the officers, directors, employees, auditors and agents of Detective and its Subsidiaries to; and Lynx shall and shall cause the officers, directors, employees, auditors and agents of the Lynx Companies to (i) afford the officers, employees and authorized agents and representatives of Detective and its Subsidiaries (where the undertaking is given by Lynx) and of the Lynx Companies (where the undertaking is given by Detective) reasonable access to the offices, properties, books and records of Detective and its Subsidiaries (where the undertaking is given by Detective) and of the Lynx Companies (where the undertaking is given by Lynx) and (ii) furnish to the officers, employees and authorized agents and representatives of Detective and its Subsidiaries (where the undertaking is given by Lynx) and of the Lynx Companies (where the undertaking is given by Detective) such additional financial and operating data and other information regarding Detective, its Subsidiaries and Marksman (where the undertaking is given by Detective) and regarding the Lynx Companies (where the undertaking is given by Lynx) as Detective and its Subsidiaries (where the 37 undertaking is given by Lynx) and as Lynx (where the undertaking is given by Detective) may from time to time reasonably request; PROVIDED, HOWEVER, that such investigation shall not unreasonably interfere with any of the businesses or operations of Detective or its Subsidiaries (where the undertaking is given by Detective) and of the Lynx Companies (where the undertaking is given by Lynx); and PROVIDED FURTHER that Detective or its Subsidiaries (where the undertaking is given by Detective) and the Lynx Companies (where the undertaking is given by Lynx) shall not be required to provide any such information or access to the extent that such information or access would cause Detective or its Subsidiaries (where the undertaking is given by Detective) and the Lynx Companies (where the undertaking is given by Lynx) to be in breach of any confidentiality restrictions applicable to them. SECTION 5.02. CONFIDENTIALITY. The terms of the letter agreement (the "CONFIDENTIALITY AGREEMENT") between Detective and The Financial Times Group are hereby incorporated herein by reference and shall continue in full force and effect until the Closing, at which time the obligations of the parties under this Section 5.02 and the Confidentiality Agreement shall terminate but only in respect of that portion of the Evaluation Material (as defined in the Confidentiality Agreement) exclusively relating to Detective, its Subsidiaries and the Lynx Companies. If this Agreement is, for any reason, terminated prior to the Closing, the Confidentiality Agreement shall nonetheless continue in full force and effect in all respects. SECTION 5.03. REGULATORY AND OTHER AUTHORIZATIONS; CONSENTS. (a) Detective shall use its commercially reasonable efforts to promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements, and Lynx will cooperate with Detective in promptly seeking to obtain all such authorizations, consents, orders and approvals, including providing any required information; it being understood that, except as set forth in Section 5.03(c), Lynx shall not be required to pay any fees or other payments to any such regulatory bodies or officials in order to obtain any such authorization, consent, order or approval. Detective will not take any action that would have the effect of delaying, impairing or impeding the receipt of any required approvals. (b) Detective agrees, if necessary, to promptly make an appropriate Section 1018 filing (the "SECTION 1018 APPROVAL") with the NASD with respect to the change of control of DBC Securities, Inc. and to respond promptly to any request for any additional information and documentary material that may be requested by the NASD. Detective further agrees to file any required notices with, and obtain any required approvals from, state securities regulators in connection with the change of control of DBC Securities, Inc. Detective shall bear the filing fees in connection with such filings. Detective will not take any action that would have the effect of delaying, impairing or impeding the receipt of any required approvals. (c) Each party hereto agrees to make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby within 25 Business Days after the date hereof and to respond promptly to any request for any additional information and documentary material that may be requested pursuant to the HSR Act. 38 In addition, each party agrees to promptly make any other filing that may be required under any antitrust Law or by any antitrust authority. Each party shall bear its respective filing fees associated with the HSR filings and any other similar filings required in any other jurisdictions. (d) Each party hereto shall use its commercially reasonable efforts to obtain all other consents, novations and approvals that may be required in connection with the transactions contemplated by this Agreement and the Ancillary Agreements. SECTION 5.04. FURTHER ACTION. From and after the Closing Date, each of the parties hereto shall execute and deliver such documents and other papers and take such further actions as may be reasonably required to carry out the provisions of this Agreement and the Ancillary Agreements and give effect to the transactions contemplated hereby and thereby. SECTION 5.05. ANCILLARY AGREEMENTS. On the Closing Date, Lynx and Detective shall execute and deliver (or shall cause one or more of their Affiliates to execute and deliver) the Certificate of Merger and the Registration Rights Agreement, as applicable. SECTION 5.06. STOCKHOLDERS' MEETING. Detective shall as promptly as practicable following the date of this Agreement call and cause to be held a stockholders meeting for the purpose of approving the Merger and the issuance of the Detective Shares and the Lynx Option and the other matters contemplated by this Agreement including, without limitation, the Amended and Restated Certificate of Incorporation of Detective, which shall be in form and substance reasonably satisfactory to Detective and Lynx (the "AMENDED CHARTER"), and the election of the Post-Closing Directors. In connection therewith, subject to Section 6.03(b), the Board of Directors of Detective shall declare advisable and recommend the approval of the Merger, the Amended Charter, the election of the Post-Closing Directors to Detective's Board of Directors and such other matters necessary in connection with the consummation of the transactions contemplated herein, and shall prepare and file with the SEC under the Exchange Act, and shall use all reasonable efforts to have promptly cleared by the SEC, and promptly thereafter shall mail to its stockholders, the proxy materials, as they may be amended and supplemented, to be used in connection with such stockholder meeting (the "PROXY MATERIAL"). Detective shall provide Lynx with a reasonable opportunity to review and comment upon the Proxy Material prior to its filing with the SEC and distribution to Detective's stockholders. Detective shall promptly and properly prepare and file any other filings required under the Exchange Act or any other Federal or state laws relating to the transactions contemplated herein (collectively, the "OTHER FILINGS"). Detective shall notify Lynx promptly of the receipt of any comments of the SEC and of any request by the SEC for amendments or supplements to the Proxy Material or by any other governmental official with respect to any Other Filings or for additional information and will supply Lynx with copies of all correspondence between Detective and its representatives, on the one hand, and the SEC or the members of its staff or any other appropriate government official, on the other hand, with respect to the Proxy Material and any Other Filings. Detective shall obtain and furnish the information required to be included in the Proxy Material and any Other Filings; and Detective, after consultation with Lynx, shall (and Lynx agrees to reasonably cooperate with Detective in connection therewith) respond promptly 39 to any comments made by the SEC with respect to the Proxy Material and any Other Filings and any preliminary version thereof and cause the Proxy Material and related form of proxy to be mailed to its stockholders at the earliest practicable time. Detective shall notify Lynx of its intention to mail the Proxy Material to the stockholders of Detective at least 48 hours prior to the intended time of such mailing. Detective represents and warrants that the information (other than information with respect to the Lynx Companies which is supplied by Lynx in writing to Detective specifically for use in the Proxy Material) contained in the Proxy Material will not, at the date of mailing to Detective's stockholders or at the date of such stockholder meeting, contain any statement which, at the time and in light of the circumstances under which it is made, be false or misleading with respect to any material fact required to be stated therein or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for such stockholder meeting. Detective represents and warrants that the Proxy Material will comply as to form in all material respects with the Exchange Act and the rules and regulations of the Commission thereunder. Lynx and Lynx Parent represent and warrant that the information supplied by Lynx or Lynx Parent in writing to Detective and Acquisition Sub specifically for use in the Proxy Material will not, at the date of mailing to Detective's stockholders or at the date of such stockholder meeting, contain any statement which, at the time and in light of the circumstances under which it is made, be false or misleading with respect to any material fact required to be stated therein or necessary to correct any statement in any earlier communication with respect to the solicitation of proxies for such stockholder meeting. SECTION 5.07. NASDAQ NATIONAL MARKET. Prior to the Closing, Detective shall cause the Detective Shares to be approved for listing on the NASDAQ National Market. SECTION 5.08. FEES AND EXPENSES. (a) Except as provided in this Section 5.08, all fees and expenses incurred in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby shall be paid by the party incurring such fees or expenses, whether or not the Closing occurs. (b) In the event that (1) a Detective Takeover Proposal shall have been made to Detective or any of its Subsidiaries or shall have been made directly to the stockholders of Detective generally or shall have otherwise become publicly known or any Person shall have publicly announced an intention (whether or not conditional) to make a Detective Takeover Proposal and thereafter this Agreement is terminated by either Detective or Lynx pursuant to Section 8.01(b)(i) or (ii) or this Agreement is terminated by Lynx pursuant to Section 8.01(c), or (2) this Agreement is terminated by Lynx pursuant to Section 8.01(e), then Detective shall promptly, but in no event later than the date of such termination, pay Lynx Parent or its designee a fee equal to $25,500,000 million (the "TERMINATION FEE"), payable by wire transfer of same day funds; PROVIDED, HOWEVER, that no Termination Fee shall be payable to Lynx Parent or its designee pursuant to clause (1) of this paragraph (b) unless and until within 12 months of such termination Detective or any of its Subsidiaries enters into any Detective Acquisition Agreement with respect to, or consummates, any Detective Takeover Proposal, in which event the Termination Fee shall be payable upon the first to occur of such events. Detective acknowledges that the agreements contained in this Section 5.08(b) are an integral part of the transactions 40 contemplated by this Agreement, and that, without these agreements, Lynx and Lynx Parent would not enter into this Agreement; accordingly, if Detective fails promptly to pay the amount due pursuant to this Section 5.08(b), and, in order to obtain such payment, Lynx and Lynx Parent commence a suit which results in a judgment against Detective for the fee set forth in this Section 5.08(b), Detective shall pay to Lynx and Lynx Parent their reasonable costs and expenses (including reasonable attorneys' fees of one counsel (as well as local counsel) and expenses) in connection with such suit, together with interest on the amount of the fee at the prime rate of Citibank, N.A. in effect on the date such payment was required to be made. SECTION 5.09. PUBLIC ANNOUNCEMENTS. Promptly after the date hereof, Detective, Acquisition Sub and Lynx will develop a joint communications plan and each party hereto shall use all reasonable best efforts to ensure that all press releases and other public statements with respect to the transactions contemplated by this Agreement and the Ancillary Agreements shall be consistent with such joint communications plan. Detective, Acquisition Sub and Lynx will consult with each other before issuing any press release or otherwise making any written public statement with respect to the transactions contemplated by this Agreement and the Ancillary Agreements, and shall not issue any such press release or make any such written public statement prior to such consultation, except as either party may determine is required by applicable law or by obligations pursuant to any listing agreement with any securities exchange or national trading system. The parties agree that the initial press release to be issued with respect to the transactions contemplated by this Agreement and the Ancillary Agreements shall be in the form theretofore agreed to by the parties. SECTION 5.10. TAX TREATMENT. Each of Detective, Acquisition Sub and Lynx shall use its best efforts to cause the Merger to qualify as a reorganization under the provisions of Section 368(a) of the Code. SECTION 5.11. REORGANIZATION; INTERCOMPANY TRANSACTIONS. On or prior to the Effective Time, Lynx shall cause the Reorganization to be effected. Except as set forth in SECTION 5.11 OF THE LYNX COMPANY DISCLOSURE SCHEDULE, the assets and properties of the Lynx Companies following the consummation of the Reorganization shall be all of those assets and properties necessary for the conduct in all material respects of the businesses of FTAM as conducted on the date hereof. Prior to the Effective Time, the Lynx Companies shall be rendered cash-free and any inter-company indebtedness between any of the Lynx Companies, on the one hand, and any non-Lynx Company Affiliates of the Lynx Companies, on the other, shall be contributed to capital or otherwise eliminated (except for the $19,224,000 intercompany receivable from Rycade Capital Corporation to Interactive Data Corporation and the $20,000,000 intercompany payable from Interactive Data Corporation to Pearson). SECTION 5.12. ADVICE OF CHANGES. Detective, Acquisition Sub and Lynx shall promptly advise the other parties orally and in writing to the extent they have knowledge of (i) any representation or warranty made by them or their Affiliates contained in this Agreement or any of the Ancillary Agreements that is qualified as to materiality becoming untrue or inaccurate in any respect or any such representation or warranty that is not so qualified becoming 41 untrue or inaccurate in any material respect or (ii) their failure to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by such parties (or such parties' Affiliates) under this Agreement or any of the Ancillary Agreements and (iii) any change or event having, or which is reasonably likely to have, a Material Adverse Effect on such parties (or such parties' Affiliates) or on the truth of their respective representations and warranties or the ability of the conditions contained in this Agreement or any of the Ancillary Agreements to be satisfied; PROVIDED, HOWEVER, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or their Affiliates (or remedies with respect thereto) or the conditions to the obligations of the parties or their Affiliates under this Agreement or any of the Ancillary Agreements. SECTION 5.13. BOARD OF DIRECTORS. Detective shall employ its best efforts to ensure that the Board of Directors of Detective is comprised of ten members following the shareholders meeting convened pursuant to Section 5.06, it being understood that such membership will include (i) Allan R. Tessler, Alan J. Hirschfield and Carl Spielvogel; (ii) 1 (one) other independent director designated by Lynx, who shall be reasonably acceptable to Detective, prior to the mailing of the Proxy Materials; and (iii) 6 (six) persons designated by Lynx prior to the mailing of the Proxy Materials (the persons described in clauses (i), (ii) and (iii) being, collectively, the "POST-CLOSING DIRECTORS"). Detective shall also obtain, at the request of Lynx, the resignations, effective at any time as of or after the Effective Time (as requested by Lynx), of those persons designated by Detective as its representatives on Marksman's Board of Directors. SECTION 5.14. INDEMNIFICATION, EXCULPATION AND INSURANCE. (a) The parties hereto agree that all rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time (and rights for advancement of expenses) now existing in favor of the current or former directors or officers of Detective or its Subsidiaries as provided in their respective certificates of incorporation or by-laws (or comparable organizational documents) and any indemnification or other agreements of Detective as in effect on the date hereof shall be maintained by Detective after the Merger, and shall survive the Merger and shall continue in full force and effect in accordance with their terms. (b) In the event that Detective or any of its successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all its properties and assets to any person, then, and in each such case, Detective shall cause proper provision to be made so that the successors and assigns of Detective assume the obligations set forth in this Section 5.14. (c) For six years from and after the Effective Time, Detective shall maintain in effect Detective's current directors' and officers' liability insurance covering acts or omissions occurring prior to the Effective Time covering each person currently covered by Detective's directors' and officers' liability insurance policy on terms with respect to such coverage and amounts no less favorable than those of such policy in effect on the date hereof; provided that 42 Detective may substitute therefor policies of Lynx Parent or its Affiliates or its subsidiaries containing terms with respect to coverage and amount no less favorable to such directors or officers; provided, however, that in no event shall Detective be required to pay aggregate premiums for insurance under this Section 5.14(c) in excess of 200% of the amount of the aggregate premiums paid by Detective in 1999 on an annualized basis for such purpose; provided that Detective shall nevertheless be obligated to provide such coverage as may be obtained for such 200% amount. (d) The provisions of this Section 5.14 (i) are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise. SECTION 5.15. REPAYMENT OF INDEBTEDNESS. Prior to the Effective Time, Detective shall repay each of its outstanding obligations pursuant to its loan with Society National Bank and any other similar agreement required to be disclosed pursuant to Section 4.16(a)(v) (collectively, the "DETECTIVE LOAN AGREEMENTS"). SECTION 5.16. LETTER AGREEMENTS. Contemporaneously with the execution of this Agreement, Detective shall enter into and shall cause each of Mark F. Imperiale, Allan R. Tessler and Alan J. Hirschfield to enter into Letter Agreements, substantially in the form and to the effect of EXHIBIT E (the "LETTER AGREEMENTS"). ARTICLE VI CONDUCT OF BUSINESS PENDING CLOSING SECTION 6.01. CONDUCT OF BUSINESS OF DETECTIVE AND ITS SUBSIDIARIES PRIOR TO THE CLOSING. (a) Unless Lynx otherwise agrees in writing and except as otherwise set forth in SECTION 6.01 OR ANY OTHER SECTION OF THE DETECTIVE DISCLOSURE SCHEDULE or as contemplated by this Agreement, between the date of this Agreement and the Closing Date, Detective will, and will cause each of its Subsidiaries to (i) operate only in the ordinary course, (ii) use commercially reasonable efforts to keep available the services of the key employees of Detective and such Subsidiaries, (iii) operate in compliance in all material respects with all Laws and (iv) continue to pay their bills in the ordinary course of business consistent with past practice. (b) By way of amplification and not limitation, except as disclosed in SECTION 6.01 OF THE DETECTIVE DISCLOSURE SCHEDULE or as contemplated by this Agreement (including repayment of the Detective Loan Agreements) or as required by Law, between the date of this Agreement and Closing Date, Detective will not, and shall cause its Subsidiaries to not, do any of the following without the prior written consent of Lynx (which consent shall not be unreasonably withheld or delayed): 43 (i) grant any Liens (other than Permitted Liens); (ii) establish or materially increase any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan, or otherwise materially increase the compensation payable to or to become payable to any officers or key employees of Detective or any of its Affiliates, except, in the case of salary, in the ordinary course of business or in any other case described above as may be required by Law or applicable employment agreement or collective bargaining agreement; (iii) enter into any employment agreement with any Person whose annual compensation exceeds $75,000 or any severance agreement outside of the ordinary course of business consistent with past practice; (iv) except in the ordinary course of business sell, assign, transfer, lease or otherwise dispose of any of the assets of Detective or any of its Subsidiaries; (v) (A) acquire (by merger, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership or other business organization or division thereof or (B) incur any indebtedness for borrowed money or issue any debt securities or assume, grant, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any Person, or make any loans, advances or distributions of cash; (vi) take any action, other than reasonable actions in the ordinary course of business and consistent with past practice, with respect to accounting policies or procedures; (vii) pay, discharge or satisfy any material claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than as required by this Agreement or the payment, discharge or satisfaction, in the ordinary course of business and consistent with past practice, of liabilities reflected or reserved against in the financial statements referred to in Section 4.05 or subsequently incurred in the ordinary course of business and consistent with past practice; (viii) make any material state, local or foreign Tax election or settle or compromise any material state, local or foreign Tax liability; (ix) issue or sell any additional shares of the capital stock or share capital of, or other equity interests in, Detective or any of its Subsidiaries or securities convertible into or exchangeable for such shares or equity interests, or issue or grant any Options, warrants, calls, subscription rights or other rights of any kind to acquire additional shares of such capital stock or share capital, such other equity interests, or such securities (other 44 than issuances of Detective Common Stock pursuant to the exercise of Options outstanding as of the date hereof); (x) other than as required by this Agreement, amend the Certificate of Incorporation, other constitutive documents or by-laws of Detective or any of its Subsidiaries; (xi) other than dividends and distributions (including liquidating distributions) by a direct or indirect wholly owned Subsidiary of Detective and dividends and distributions declared, set aside or paid by Detective as required by and in accordance with the respective terms of its capital stock or share capital as of the date hereof, (x) declare, set aside or pay any dividends on, or make any other distributions (whether in cash, stock, property or otherwise) in respect of, any of its capital stock or share capital, (y) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or (z) purchase, redeem or otherwise acquire, directly or indirectly, any shares of capital stock or share capital of Detective or any of its Subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities (other than issuances of Detective Common Stock pursuant to the exercise of Options outstanding as of the date hereof); (xii) make or agree to make any new capital expenditure or expenditures except in the ordinary cause of business consistent with past practice; (xiii) except as required by Law or contemplated hereby, enter into, adopt or amend in any material respect or terminate any Detective Plan, collective bargaining agreement, employment agreement, deferred compensation agreement, consulting agreement, severance agreement, termination agreement, indemnification agreement or any other agreement, plan or policy involving Detective or any of its Subsidiaries, and one or more of its current or former directors, officers or employees, or change any actuarial or other assumption used to calculate funding obligations with respect to any pension plan, or change the manner in which contributions to any pension plan are made or the basis on which such contributions are determined; (xiv) transfer or license to any person or entity or otherwise extend, amend or modify any rights to the Detective Owned Intellectual Property, the Detective Licensed Intellectual Property or the Detective Shrink-Wrapped Software other than in the ordinary course of business consistent with past practice or on a non-exclusive basis not materially different from past practice; (xv) call or hold any meeting of stockholders of Detective other than in connection with the election of members of the Board of Directors of Detective or other routine matters in the ordinary course of business consistent with past practice; 45 (xvi) enter into any contract, agreement, obligation, commitment, arrangement or understanding with any Affiliate of Detective that would have been required to be filed as an exhibit to Detective's annual report on form 10-K for the fiscal year ended June 30, 1999 had Detective or any of its Affiliates been a party thereto as of June 30, 1999; (xvii) with respect to any Option or other award the value of which is based in whole or in part upon the performance of Detective Common Stock that is outstanding as of the date hereof, take any action that would cause any condition relating to the exercisability or full enjoyment of any such Option or other award to lapse in whole or in part; (xviii) (I) take or agree or commit to take or agree or commit to omit any action that would make any representation or warranty of Detective or Acquisition Sub under this Agreement or the Ancillary Agreements inaccurate in any material respect (if not qualified by materiality) and in any respect (if qualified by materiality); or (II) take any action or course of action inconsistent with compliance with the covenants or agreements of Detective or Acquisition Sub under this Agreement or the Ancillary Agreements; or (xix) authorize, or commit or agree to take, any of the foregoing actions. (c) Detective shall (and shall cause its Affiliates to) implement and remain in compliance with the Detective Year 2000 Plan in accordance with the terms thereof. Detective shall not amend or modify (or cause or permit to be amended or modified) the Detective Year 2000 Plan without the prior written consent of Lynx (which shall not be unreasonably withheld or delayed). Detective shall provide Lynx with written progress reports as reasonably requested by Lynx, but no more frequently than monthly, describing in reasonable detail the steps and measures taken to the date of the report to implement the Detective Year 2000 Plan, and the status of and the progress made in connection with the implementation of the Detective Year 2000 Plan. Detective shall afford Lynx and its agents, representatives and advisors reasonable access, upon reasonable notice to Detective, to those Persons involved with the implementation of the Detective Year 2000 Plan in order to monitor the status of the implementation of the Year 2000 Plan and the progress made in addressing the Year 2000 Problem. SECTION 6.02. CONDUCT OF BUSINESS OF THE LYNX COMPANIES PRIOR TO THE CLOSING. (a) Unless Detective otherwise agrees in writing and except as otherwise set forth in SECTION 6.02 OR ANY OTHER SECTION OF THE LYNX DISCLOSURE SCHEDULE, or as contemplated by this Agreement (including, without limitation, effecting the Reorganization) between the date of this Agreement and the Closing Date, Lynx and Lynx Parent will cause the Lynx Companies to (i) operate only in the ordinary course, (ii) use commercially reasonable efforts to keep available the services of the key employees of the Lynx Companies, (iii) operate in compliance in all material respects with all Laws and (iv) continue to pay their bills in the ordinary course of business consistent with past practice. 46 (b) By way of amplification and not limitation, except as disclosed in SECTION 6.02 OF THE LYNX DISCLOSURE SCHEDULE or as contemplated by this Agreement (including effecting the Reorganization) or as required by Law, between the date of this Agreement and the Closing Date, Lynx and Lynx Parent will cause the Lynx Companies not to do any of the following without the prior written consent of Detective (which consent shall not be unreasonably withheld or delayed): (i) grant any Liens (other than Permitted Liens); (ii) establish or materially increase any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option (including the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan, or otherwise materially increase the compensation payable to or to become payable to any officers or key employees of the Lynx Companies, except, in the case of salary, in the ordinary course of business or in any other case described above as may be required by Law or applicable employment agreement or collective bargaining agreement; (iii) enter into any employment agreement with any Person whose annual compensation exceeds $75,000 or any severance agreement outside of the ordinary course of business consistent with past practice; (iv) except in the ordinary course of business sell, assign, transfer, lease or otherwise dispose of any of the assets of the Lynx Companies; (v) (A) acquire (by merger, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership or other business organization or division thereof or (B) incur any indebtedness (other than indebtedness owing to any Affiliate of the Lynx Companies) for borrowed money or issue any debt securities or assume, grant, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any Person, or make any loans, advances or distributions of cash; (vi) take any action, other than reasonable actions in the ordinary course of business and consistent with past practice, with respect to accounting policies or procedures; (vii) other than with respect to transactions between the Lynx Companies and any of their Affiliates, pay, discharge or satisfy any material claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business and consistent with past practice, of liabilities reflected or reserved against in the Reference Balance Sheet referred to in Section 3.05(a) or subsequently incurred in the ordinary course of business and consistent with past practice; 47 (viii) make any material state, local or foreign Tax election or settle or compromise any material state, local or foreign Tax liability; (ix) issue or sell any additional shares of the capital stock or share capital of, or other equity interests in, the Lynx Companies or securities convertible into or exchangeable for such shares or equity interests, or issue or grant any Options, warrants, calls, subscription rights or other rights of any kind to acquire additional shares of such capital stock or share capital, such other equity interests, or such securities. (x) amend the Certificate of Incorporation, other constitutive documents or by-laws of any Lynx Company; (xi) other than with respect to any dividends or distributions to any Affiliate of any Lynx Company, and other than for dividends and distributions (including liquidating distributions) by a direct or indirect wholly owned Subsidiary of any Lynx Company to its parent and dividends and distributions declared, set aside or paid by any Lynx Company as required by and in accordance with the respective terms of its capital stock or share capital as of the date hereof, (x) declare, set aside or pay any dividends on, or make any other distributions (whether in cash, stock, property or otherwise) in respect of, any of its capital stock or share capital, (y) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of their capital stock, or (z) purchase, redeem or otherwise acquire, directly or indirectly, any shares of capital stock or share capital of any Lynx Company or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities; (xii) make or agree to make any new capital expenditure or expenditures except in the ordinary course of business consistent with past practice; (xiii) except as required by Law or contemplated hereby, enter into, adopt or amend in any material respect or terminate any Lynx Company Plan, collective bargaining agreement, employment agreement, deferred compensation agreement, consulting agreement, severance agreement, termination agreement, indemnification agreement or any other agreement, plan or policy involving any Lynx Company and one or more of its current or former directors, officers or employees, or change any actuarial or other assumption used to calculate funding obligations with respect to any pension plan, or change the manner in which contributions to any pension plan are made or the basis on which such contributions are determined; (xiv) transfer or license to any person or entity or otherwise extend, amend or modify any rights to the Lynx Company Owned Intellectual Property, Lynx Company Licensed Intellectual Property or Lynx Company Shrink-Wrapped Software other than in the ordinary course of business consistent with past practice or on a non-exclusive basis not materially different from past practice; 48 (xv) with respect to any Option or other award the value of which is based in whole or in part upon the performance of Lynx shares that are outstanding as of the date hereof, take any action that would cause any condition relating to the exercisability or full enjoyment of any such Option or other award to lapse in whole or in part; (xvi) enter into any material contract, obligation, commitment, arrangement or understanding with any Affiliate of any Lynx Company not in the ordinary course of business; (xvii) (I) take or agree or commit to take or agree or commit to omit any action that would make any representation or warranty of Lynx Parent or any of the Lynx Companies under this Agreement or the Ancillary Agreements inaccurate in any material respect (if not qualified by materiality) and in any respect (if qualified by materiality); or (II) take any action or course of action inconsistent with compliance with the covenants or agreements of Lynx Parent or any of the Lynx Companies under this Agreement or the Ancillary Agreements; or (xviii) authorize, or commit or agree to take, any of the foregoing actions. (c) Lynx shall implement and remain in compliance with the Lynx Company Year 2000 Plan in accordance with the terms thereof. Lynx shall not amend or modify (or cause or permit to be amended or modified) the Lynx Company Year 2000 Plan without the prior written consent of Detective (which shall not be unreasonably withheld or delayed). Lynx shall provide Detective with written progress reports as reasonably requested by Detective, but no more frequently than monthly describing in reasonable detail the steps and measures taken to the date of the report to implement the Lynx Company Year 2000 Plan, and the status of and the progress made in connection with the implementation of the Lynx Company Year 2000 Plan. Lynx shall afford Detective and its agents, representatives and advisors reasonable access, upon reasonable notice to Lynx, to those Persons involved with the implementation of the Lynx Company Year 2000 Plan in order to monitor the status of the implementation of the Lynx Company Year 2000 Plan and the progress made in addressing the Year 2000 Problem. SECTION 6.03. NO SOLICITATION BY DETECTIVE. (a) From and after the date of this Agreement, Detective shall not, nor shall it permit any of its Subsidiaries to, nor shall it authorize or permit any of its directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries to, directly or indirectly through another Person, (i) solicit, initiate or encourage (including by way of furnishing information), or take any other action designed to facilitate, any inquiries or the making of any proposal that constitutes, a Detective Takeover Proposal or (ii) participate in any discussions or negotiations (including by way of furnishing information) regarding any Detective Takeover Proposal. Notwithstanding the foregoing, in the event that Detective receives a Detective Superior Proposal, Detective may participate in discussions regarding any Detective Superior Proposal in order to be informed with respect thereto in order to make any 49 determination permitted pursuant to Section 6.03(b)(i). In such event, Detective shall, no less than 48 hours prior to participating in any such discussions, (i) inform Lynx of the material terms and conditions of such Detective Superior Proposal, including the identity of the person making such Detective Superior Proposal, (ii) inform Lynx of the substance of any discussions relating to such Detective Superior Proposal and (iii) keep Lynx fully informed of the status, including any change to the material terms and conditions of, any such Detective Superior Proposal. For purposes of this Agreement, "DETECTIVE TAKEOVER PROPOSAL" means any bona fide inquiry, proposal or offer from any person relating to any direct or indirect acquisition or purchase of a business that constitutes 20% or more of the net revenues, net income or the assets of Detective and its Subsidiaries, taken as a whole, or 20% or more of any class of equity securities of Detective or any of its Subsidiaries, any tender offer or exchange offer that if consummated would result in any person beneficially owning 20% or more of any class of equity securities of Detective or any of its Subsidiaries, or any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving Detective or any of its Subsidiaries, other than the transactions contemplated by this Agreement. For purposes of this Agreement, "DETECTIVE SUPERIOR PROPOSAL" means any offer not solicited by Detective made by a third party to consummate a tender offer, exchange offer, merger, consolidation or similar transaction which would result in such third party (or its shareholders) owning, directly or indirectly, more than 50% of the shares of the Detective Common Stock then outstanding (or of the surviving entity in a merger) or all or substantially all of the assets of Detective and its Subsidiaries, taken together, and otherwise on terms which the Board of Directors of Detective determines in good faith to be reasonably likely to obtain the Detective Stockholder Approval and to provide consideration to the holders of the Detective Common Stock with a greater value than the consideration to be exchanged at the Closing. (b) Neither the Board of Directors of Detective nor any committee thereof shall (i) except as required by law as advised in writing by outside counsel, withdraw or modify, or propose publicly to withdraw or modify, in a manner adverse to Lynx, the approval or recommendation by such Board of Directors or such committee of the transactions contemplated by this Agreement or the Ancillary Agreements, PROVIDED, HOWEVER, the Board of Directors, or such committee, may, if it believes it is in the best interest of its shareholders to do so, withdraw or modify such recommendation or (ii) cause Detective to enter into any Detective Acquisition Agreement. (c) In addition to the obligations of Detective set forth in paragraphs (a) and (b) of this Section 6.03, Detective shall immediately advise Lynx orally and in writing of any request for information or of any Detective Takeover Proposal, the material terms and conditions of such request or Detective Takeover Proposal and the identity of the person making such request or Detective Takeover Proposal. Detective will keep Lynx informed of the status and details (including amendments or proposed amendments) of any such request or Detective Takeover Proposal. (d) Nothing contained in this Section 6.03 shall prohibit Detective from taking and disclosing to its stockholders a position contemplated by Rule 14d-9 or 14e-2 promulgated 50 under the Exchange Act or from making any disclosure to Detective's stockholders if, in the good faith judgment of the Board of Directors of Detective, after consultation with outside counsel, failure so to disclose would be inconsistent with its obligations under applicable law; provided, however, that, except as permitted pursuant to Section 6.03(b)(i), neither Detective nor its Board of Directors nor any committee thereof shall withdraw or modify, or propose publicly to withdraw or modify, its position with respect to the transactions contemplated by this Agreement or the Ancillary Agreements. ARTICLE VII CONDITIONS TO CLOSING SECTION 7.01. CONDITIONS TO EACH PARTY'S OBLIGATIONS. The respective obligations of each party to consummate the transactions contemplated by this Agreement and the Ancillary Agreements are subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions: (a) STOCKHOLDER APPROVAL. The Detective Stockholder Approval shall have been obtained. (b) HSR ACT. The waiting periods (and any extension thereof) applicable to the transactions contemplated hereby under the HSR Act and any applicable foreign antitrust and competition Laws shall have been terminated or shall have expired, and any necessary consents or approvals with respect to such transactions under any applicable foreign antitrust and competition Laws shall have been obtained. (c) SEC OR NASD CONSENTS; APPROVALS. All consents, approvals or orders of authorization of, or actions by, the SEC or NASD shall have been obtained including, without limitation, the Section 1018 Approval if necessary. (d) OTHER CONSENTS. The consents or approvals set forth on SECTION 7.01(d) OF THE LYNX COMPANY DISCLOSURE SCHEDULE shall have been obtained. (e) NO LITIGATION. No judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any court or other Governmental Authority of competent jurisdiction or other legal restraint or prohibition (collectively, "RESTRAINTS") shall be in effect, and there shall not be pending or threatened any suit, action or proceeding by any Governmental Authority, (i) preventing the consummation of the transactions contemplated hereby or by the Ancillary Agreements or (ii) which otherwise is reasonably likely to have a Material Adverse Effect; PROVIDED, HOWEVER, that each of the parties shall have used its reasonable efforts to prevent the entry of any such Restraints and to appeal as promptly as possible any such Restraints that may be entered. 51 (f) THE REORGANIZATION. The Reorganization shall have been effected (and Lynx or any of its Affiliates shall have received any tax clearances or consents (including any UK Treasury consent) deemed necessary or desirable by Lynx or any of its Affiliates in connection therewith). SECTION 7.02. CONDITIONS TO OBLIGATIONS OF LYNX. The obligation of Lynx to consummate the transactions contemplated hereby and the Ancillary Agreements is further subject to satisfaction or waiver of the following conditions: (a) REPRESENTATIONS AND WARRANTIES. The representations and warranties of Detective and Acquisition Sub set forth herein that are qualified as to materiality shall be true and correct, and those that are not so qualified shall be true and correct in all material respects, in each case as of the date hereof and as of the Closing Date, with the same effect as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date); PROVIDED, HOWEVER, that Section 4.25 need only be true and correct in all material respects as of the date of this Agreement, except to the extent expressly made as of an earlier date, which need only be true as of such date. Lynx shall have received a certificate signed on behalf of Detective and Acquisition Sub by the chief executive officer of Detective to such effect. (b) PERFORMANCE OF OBLIGATIONS OF DETECTIVE AND ACQUISITION SUB. Detective and Acquisition Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement and the Ancillary Agreements at or prior to the Closing Date. Lynx shall have received a certificate signed on behalf of Detective and Acquisition Sub by the chief executive officer of Detective to such effect. (c) NASD LISTING. The Detective Shares shall have been approved for listing, subject to notice of issuance, on the NASDAQ National Market. (d) DETECTIVE COMMON STOCK PRICE. For the 10-trading-day period preceding the Closing Date, the average daily closing price per share of Detective Common Stock as reported on the NASDAQ National Market (or if not listed on the NASDAQ National Market, as reported on any national securities exchange or national securities quotation system on which the Detective Common Stock is listed or quoted), as reported in the Wall Street Journal (Northeast edition) shall be equal to or greater than $6.50. (e) DETECTIVE LOAN AGREEMENTS. Lynx shall have received evidence, in form and substance reasonably satisfactory to Lynx, of the repayment of the Detective Loan Agreements and the release of all Liens in connection therewith. (f) TAX TREATMENT. Lynx and Lynx Parent shall have received an opinion from tax counsel, reasonably acceptable in form and substance to them, that the Merger will be treated as a "reorganization" under Section 368(a) of the Code. 52 (g) The seven day revocation period under each of the Letter Agreements shall have expired and the Letter Agreements shall not have been revoked. (h) MATTERS RELATING TO MARKSMAN. There shall not have occurred without Lynx's prior consent (i) any change in the authorized or outstanding capital stock of Marksman (or any Board authorization of any such change) from June 30, 1999 other than pursuant to common stock options, bonuses or awards to employees, consultants or directors in the ordinary course of business consistent with past practice in an amount not exceeding 3 (three) percent of the outstanding common stock of Marksman as of such date, (ii) any Material Adverse Effect with respect to Marksman since June 30, 1999, (iii) any entry by Marksman into any new line of business (or Board approval of such entry) or (iv) the consummation of any acquisition of any company or business (whether by merger, purchase of stock or assets or otherwise) by Marksman or the entry by Marksman into any partnership or joint venture (regardless of legal form) with any other party, or the entry by Marksman into any Contract to effect any such transaction (or Board approval of such), in each case involving payments or contributions by Marksman in excess of $5 million (whether in cash, property or services). SECTION 7.03. CONDITIONS TO OBLIGATIONS OF DETECTIVE AND ACQUISITION SUB. The obligation of Detective and Acquisition Sub to consummate the transactions, contemplated hereby and by the Ancillary Agreements is further subject to satisfaction or waiver of the following conditions: (a) REPRESENTATIONS AND WARRANTIES. The representations and warranties of Lynx set forth herein that are qualified as to materiality shall be true and correct, and those that are not so qualified shall be true and correct in all material respects, in each case as of the date hereof and as of the Closing Date, with the same effect as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such date). Detective shall have received a certificate signed on behalf of Lynx by its chief executive officer to such effect. (b) PERFORMANCE OF OBLIGATIONS OF LYNX. Lynx shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date. Detective shall have received a certificate signed on behalf of Lynx by its chief executive officer to such effect. SECTION 7.04. FRUSTRATION OF CLOSING CONDITIONS. None of Lynx, Detective or Acquisition Sub may rely on the failure of any condition set forth in Section 7.01, 7.02 or 7.03, as the case may be, to be satisfied if such failure was caused by such party's failure to use its reasonable efforts to consummate the transactions contemplated by this Agreement, and the Ancillary Agreements, as required by and subject to Section 5.04. ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER 53 SECTION 8.01. TERMINATION. This Agreement may be terminated at any time prior to the Closing (except as limited as to time in paragraph (b) below): (a) by mutual written consent of Lynx and Detective; (b) by either Lynx or Detective: (i) if the Closing shall not have occurred prior to May 31, 2000; PROVIDED, FURTHER, HOWEVER, that the right to terminate this Agreement pursuant to this Section 8.01(b)(i) shall not be available to any party whose failure to perform any of its obligations under this Agreement results in the failure of the Closing to occur by such time; or (ii) if the Detective Stockholder Approval shall not have been obtained at a Detective Shareholders Meeting duly convened therefor or at any adjournment or postponement thereof; or (iii) if any Restraint having any of the effects set forth in Section 7.01(e) shall be in effect and shall have become final and nonappealable; provided that the party seeking to terminate this Agreement pursuant to this Section 8.01(b)(iii) shall have used reasonable efforts to prevent the entry of and to remove such Restraint. (c) by Lynx, if Detective or any of its Affiliates shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement or the Ancillary Agreements, which breach or failure to perform (A) would give rise to the failure of a condition set forth in Section 7.02(a) or (b) and (B) has not been or is incapable of being cured by Detective or any of its Affiliates within 30 calendar days after its receipt of written notice from Lynx; (d) by Detective, if Lynx or any of its Affiliates shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement or the Ancillary Agreements, which breach or failure to perform (A) would give rise to the failure of a condition set forth in Section 7.03(a) or (b) and (B) has not been or is incapable of being cured by Lynx or any of its Affiliates within 30 calendar days after its receipt of written notice from or Detective; or (e) by Lynx, if there is any material breach of the obligations set forth in Section 6.03 or if Detective withdraws its recommendation of the Merger or the transactions contemplated by this Agreement or the Ancillary Agreements. SECTION 8.02. EFFECT OF TERMINATION. In the event of termination of this Agreement by either Detective or Lynx as provided in Section 8.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of 54 Detective, Acquisition Sub or Lynx, other than the provisions of Section 3.17, Section 4.17, Section 5.02, Section 5.08, this Section 8.02 and Article IX, which provisions shall survive such termination, and except to the extent that such termination results from the wilful and material breach by a party of any of its representations, warranties, covenants or agreements set forth in this Agreement. If this Agreement is terminated under circumstances in which Lynx is entitled to receive the Termination Fee, the payment of such Termination Fee shall be the sole and exclusive remedy (other than as provided for in the Lynx Option Agreement) available to Lynx, except if there shall have been a willful breach by Detective of Section 6.03. SECTION 8.03. AMENDMENT. This Agreement may be amended by the parties at any time before or after the Detective Stockholder Approval; PROVIDED, HOWEVER, that after any such approval, there shall not be made any amendment that by law requires further approval by the stockholders of Detective without the further approval of such stockholders. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties. SECTION 8.04. EXTENSION; WAIVER. At any time prior to the Closing, a party may (a) extend the time for the performance of any of the obligations or other acts of the other parties, (b) waive any inaccuracies in the representations and warranties of the other parties contained in this Agreement or in any document delivered pursuant to this Agreement or (c) subject to the proviso of Section 8.03, waive compliance by the other party with any of the agreements or conditions contained in this Agreement. Any agreement on the part of a party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. The failure of any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights. ARTICLE IX GENERAL PROVISIONS SECTION 9.01. NONSURVIVAL OF REPRESENTATIONS AND WARRANTIES. None of the representations, warranties, covenants or agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Closing. This Section 9.01 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Closing. SECTION 9.02. NOTICES. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by cable, by facsimile, by telegram, by telex or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 9.02): 55 (a) if to Detective or Acquisition Sub: Data Broadcasting Corporation 3490 Clubhouse Drive Jackson, WY 83001 Attention: President Telecopier: (307) 733-4935 with a copy to: Camhy Karlinsky & Stein LLP 1740 Broadway, 16th Floor New York, NY 10019 Attention: Alan I. Annex, Esq. Telecopier: (212) 977-8389 (b) if to Lynx or Lynx Parent: c/o Pearson Inc. 1330 Avenue of the Americas, 7th Floor New York, NY 10019 Attention: President Telecopier: (212) 641-2500 with a copy to: Morgan, Lewis & Bockius LLP 101 Park Avenue New York, New York 10178 Attention: Anne E. Gold, Esq. Telecopier: (212) 309-6273 SECTION 9.03. HEADINGS. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. SECTION 9.04. SEVERABILITY. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a 56 mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. SECTION 9.05. ENTIRE AGREEMENT. This Agreement and the Ancillary Agreements constitute the entire agreement of the parties hereto with respect to the subject matter hereof and supersede all prior agreements and undertakings, both written and oral, other than the Confidentiality Agreement, with respect to the subject matter hereof and thereof and except as otherwise expressly provided herein and therein. SECTION 9.06. ASSIGNMENT. This Agreement shall not be assigned by operation of Law or otherwise, except that each of Lynx and Lynx Parent may assign all or any of its respective rights and obligations hereunder to any of its Affiliates, PROVIDED, HOWEVER, that no such assignment shall relieve the assigning party of its obligations hereunder. SECTION 9.07. NO THIRD-PARTY BENEFICIARIES. This Agreement is for the sole benefit of the parties hereto and their permitted assigns and nothing herein (other than as set forth in Section 5.14), 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. SECTION 9.08. SECTIONS AND SCHEDULES. Any disclosure with respect to a Section or Schedule of this Agreement shall be deemed to be disclosure for all other Sections and Schedules of this Agreement. SECTION 9.09. GOVERNING LAW. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware. All actions and proceedings arising out of or relating to this Agreement shall be heard and determined in a Delaware state or federal court sitting in the State of Delaware, and the parties hereto hereby irrevocable submit to the exclusive jurisdiction of such courts in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding. SECTION 9.10. COUNTERPARTS. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopier shall be effective as delivery of a manually executed counterpart of this Agreement. SECTION 9.11. NO PRESUMPTION. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted. 57 [signature page to follow] 58 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized. INTERACTIVE DATA CORPORATION By: /s/ Philip J. Hoffman ---------------------------------- Name: Philip J. Hoffman Title: Authorized Person PEARSON LONGMAN, INC. By: /s/ Philip J. Hoffman ---------------------------------- Name: Philip J. Hoffman Title: Authorized Person DATA BROADCASTING CORPORATION By: /s/ Mark F. Imperiale ---------------------------------- Name: Mark F. Imperiale Title: President and DETECTIVE MERGER-SUB, INC. By: /s/ Mark F. Imperiale ---------------------------------- Name: Mark F. Imperiale Title: President [Signature page to Merger Agreement] EX-99.(B) 3 EXHIBIT 99(B) Exhibit B OPTION AGREEMENT, dated as of November 14, 1999 (the "AGREEMENT"), by and between DATA BROADCASTING CORPORATION, a Delaware corporation ("ISSUER"), and INTERACTIVE DATA CORPORATION, a Delaware corporation ("Grantee"). RECITALS WHEREAS, Issuer, Detective Merger-Sub, Inc., a Delaware corporation, Pearson Longman, Inc., a Delaware corporation and Grantee have entered into an Agreement and Plan of Merger dated as of the date hereof (the "MERGER AGREEMENT"; defined terms used but not defined herein have the meanings set forth in the Merger Agreement), providing for, among other things, the merger of Acquisition Subsidiary, Inc. with and into Grantee which shall become a wholly-owned subsidiary of Issuer as a result thereof; and WHEREAS, as a condition and inducement to Grantee's willingness to enter into the Merger Agreement, Grantee has required that Issuer agree, and Issuer has agreed, to grant Grantee the Option (as defined below). NOW, THEREFORE, the parties hereto hereby agree as follows: 1. GRANT OF OPTION. Subject to the terms and conditions set forth herein, Issuer hereby grants to Grantee an irrevocable option (the "OPTION") to purchase up to 6,889,293.63 (as adjusted as set forth herein) shares (the "OPTION SHARES") of Detective Common Stock at a purchase price of $7.65 (as adjusted as set forth herein) per Option Share (the "PURCHASE PRICE"). 2. EXERCISE OF OPTION. (a) Grantee may, at any time or times, exercise the Option, in whole or in part, subject to the provisions of Section 2(c), after the occurrence of any event as a result of which the Grantee is entitled to receive the Termination Fee pursuant to Section 5.08 of the Merger Agreement (a "PURCHASE EVENT"); PROVIDED, HOWEVER, that (i) except as provided in the last sentence of this Section 2(a), the Option will terminate and be of no further force and effect upon the earliest to occur of (A) the Effective Time, (B) 12 months after the first occurrence of a Purchase Event, and (C) termination of the Merger Agreement in accordance with its terms prior to the occurrence of a Purchase Event, unless, in the case of clause (C), Grantee has the right to receive a Termination Fee following such termination upon the occurrence of certain events, in which case the Option will not terminate until the later of (x) 12 months following the time such Termination Fee becomes payable and (y) the expiration of the period in which the Grantee has such right to receive a Termination Fee, and (ii) any purchase of Option Shares upon exercise of the Option will be subject to compliance with the HSR Act and any applicable foreign antitrust and competiton Laws, and the obtaining or making of any consents, approvals, orders, notifications, filings or authorizations, the failure of which to have obtained or made would violate any law, regulation or agreement to which Issuer is subject (the "REGULATORY APPROVALS"). Notwithstanding the foregoing, (A) if all necessary Regulatory Approvals have not been obtained prior to the termination of the Option, such termination shall be extended to the date that is the fifth Business Day after receipt of such Regulatory Approvals, and (B) notwithstanding the termination of the Option, if Grantee has exercised the Option in accordance with the terms hereof prior to the termination of the Option, Grantee will be entitled to purchase the Option Shares and the termination of the Option will not affect any rights hereunder. (b) In the event that Grantee is entitled to and wishes to exercise the Option, it will send to Issuer a written notice (an "EXERCISE NOTICE"; the date of which being herein referred to as the "NOTICE DATE") to that effect which Exercise Notice also specifies the number of Option Shares, if any, Grantee wishes to purchase pursuant to this Section 2(b), the number of Option Shares, if any, with respect to which Grantee wishes to exercise its Cash-Out Right (as defined herein) pursuant to Section 6(c), the denominations of the certificate or certificates evidencing the Option Shares which Grantee wishes to purchase pursuant to this Section 2(b) and a date (an "OPTION CLOSING DATE"), subject to the following sentence, not earlier than three Business Days nor later than 20 Business Days from the Notice Date for the closing of such purchase (an "OPTION CLOSING"). Any Option Closing will be at an agreed location and time in New York, New York on the applicable Option Closing Date or at such later date as may be necessary so as to comply with clause (ii) of the first sentence of Section 2(a). (c) Notwithstanding anything to the contrary contained herein, any exercise of the Option and purchase of Option Shares shall be subject to compliance with applicable laws and regulations, which may prohibit the purchase of all the Option Shares specified in the Exercise Notice without first obtaining or making certain Regulatory Approvals. In such event, if the Option is otherwise exercisable and Grantee wishes to exercise the Option, the Option may be exercised in accordance with Section 2(b) and Grantee shall acquire the maximum number of Option Shares specified in the Exercise Notice that Grantee is then permitted to acquire under the applicable laws and regulations, and if Grantee thereafter obtains the Regulatory Approvals to acquire the remaining balance of the Option Shares specified in the Exercise Notice, then Grantee shall be entitled to acquire such remaining balance. Issuer agrees to use its reasonable efforts to assist Grantee in seeking the Regulatory Approvals. In the event (i) Grantee receives notice that a Regulatory Approval required for the purchase of any Option Shares will not be issued or granted or (ii) such Regulatory Approval has not been issued or granted within six months of the date of the Exercise Notice, Grantee shall have the right to exercise its Cash-Out Right pursuant to Section 6(c) with respect to the Option Shares for which such Regulatory Approval will not be issued or granted or has not been issued or granted. 3. PAYMENT AND DELIVERY OF CERTIFICATES. (a) At any Option Closing, Grantee will pay to Issuer in immediately available funds by wire transfer to a bank account designated in writing by Issuer an amount equal to the Purchase Price multiplied by the number of Option Shares to be purchased at such Option Closing plus the amount of any transfer, stamp or other similar taxes or charges imposed in connection therewith. (b) At any Option Closing, simultaneously with the delivery of immediately available funds as provided in Section 3(a), Issuer will deliver to Grantee a certificate or certificates representing the Option Shares to be purchased at such Option Closing, which Option Shares will be free and clear of all Liens, claims, charges and encumbrances of any kind whatsoever, except pursuant to applicable federal and state securities laws. If at the time of issuance of Option Shares pursuant to an exercise of the Option hereunder, Issuer shall have issued any securities similar to rights under a stockholder rights plan, then each Option Share issued pursuant to such exercise will also represent such a corresponding right with terms substantially the same as and at least as favorable to Grantee as are provided under any such stockholder rights plan then in effect. (c) Certificates for the Option Shares delivered at an Option Closing will have typed or printed thereon a restrictive legend which will read substantially as follows: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE REOFFERED OR SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE." It is understood and agreed that (i) the reference to restrictions arising under the Securities Act in the above legend will be removed by delivery of substitute certificate(s) without such reference if such Option Shares have been registered pursuant to the Securities Act, such Option Shares have been sold in reliance on and in accordance with Rule 144 under the Securities Act or Grantee has delivered to Issuer a copy of a letter from the staff of the SEC, or an opinion of counsel to the effect that such legend is not required for purposes of the Securities Act and (ii) the reference to restrictions pursuant to this Agreement in the above legend will be removed by delivery of substitute certificate(s) without such reference if the Option Shares evidenced by certificate(s) containing such reference have been sold or transferred in compliance with the provisions of this Agreement under circumstances that do not require the retention of such reference. 4. REPRESENTATIONS AND WARRANTIES OF ISSUER. Issuer hereby represents and warrants to Grantee as follows: (a) INCORPORATION AND AUTHORITY OF ISSUER. Issuer is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware and has all necessary corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Issuer, the performance by Issuer of its obligations hereunder and the consummation by Issuer of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Issuer. This Agreement has been duly executed and delivered by Issuer, and (assuming due authorization, execution and delivery by Grantee) this Agreement constitutes legal, valid and binding obligations of Issuer enforceable against Issuer in accordance with their terms. (b) CAPITAL STOCK OF ISSUER. As of the date hereof, the authorized capital stock of Issuer consists of 75,000,000 shares of common stock, par value $.01 per share (the "COMMON STOCK"), and 5,000,000 shares of Preferred Stock, par value $.01 per share. As of November 10, 1999, 34,463,700 shares of Detective Common Stock are validly issued, outstanding, fully paid and nonassessable, and have been issued in compliance with all applicable federal and, to the knowledge of Issuer, state securities laws. 2,981,350 shares of Detective Common Stock are held as treasury stock. No other shares of capital stock of Issuer have been issued or are outstanding. SECTION 4.02 OF THE DETECTIVE DISCLOSURE SCHEDULE describes the nature, holder, exercise price and other material terms of each outstanding Option of Detective, in each case, as of the date hereof and as of the Closing Date. Except as disclosed in SECTION 4.02 OF THE DETECTIVE DISCLOSURE SCHEDULE, there are no outstanding Options or agreements, arrangements or understandings to issue Options with respect to Detective and there are no preemptive rights or agreements, arrangements or understandings to issue preemptive rights with respect to the issuance or sale of Detective's capital stock. Issuer has taken all necessary corporate and other action to authorize and reserve and, subject to the expiration or termination of any required waiting period under the HSR Act and other Regulatory Approvals that are required, to permit it to issue, and, at all times from the date hereof until the obligation to deliver Option Shares upon the exercise of the Option terminates, shall have reserved for issuance, upon exercise of the Option, shares of Detective Common Stock necessary for Grantee to exercise the Option, and Issuer will take all necessary corporate action to authorize and reserve for issuance all additional shares of Detective Common Stock or other securities which may be issued pursuant to Section 6 upon exercise of the Option. The shares of Detective Common Stock to be issued upon due exercise of the Option, including all additional shares of Detective Common Stock or other securities which may be issuable upon exercise of the Option or any other securities which may be issued pursuant to Section 6, upon issuance pursuant hereto, will be duly and validly issued, fully paid and nonassessable, and will be delivered free and clear of all Liens, claims, charges and encumbrances of any kind or nature whatsoever, including without limitation any preemptive rights of any stockholder of Issuer, but will be subject to applicable securities laws. (c) NO CONFLICT. The execution, delivery and performance of this Agreement by Issuer does not and will not (a) violate or conflict with the Certificate of Incorporation, other constitutive documents or by-laws of Issuer or any of its Subsidiaries, (b) conflict with or violate any Law or Governmental Order applicable to Issuer or any of its Subsidiaries, or (c) result in any breach of, or constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, or give to any Person any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Lien on Issuer pursuant to, any Contract, License or other material instrument to which Issuer or any of its Subsidiaries is a party or by which Issuer or any of its Subsidiaries is bound or affected, except, in the case of clauses (b) and (c) above, (i) for conflicts, violations, breaches, defaults, rights of termination, amendment, acceleration or cancellation, or Liens as would not, individually or in the aggregate, have a Material Adverse Effect on Issuer or (ii) for Liens created by or through Grantee or any of its Affiliates. 5. REPRESENTATIONS AND WARRANTIES OF GRANTEE. Grantee hereby represents and warrants to Issuer that: PURCHASE NOT FOR DISTRIBUTION. Any Option Shares or other securities acquired by Grantee upon exercise of the Option will not be transferred or otherwise disposed of except in a transaction registered, or exempt from registration, under the Securities Act. 6. ADJUSTMENT UPON CHANGES IN CAPITALIZATION, ETC. (a) In the event of any change in Detective Common Stock by reason of a stock dividend, split-up, merger, recapitalization, combination, exchange of shares, or similar transaction, the type and number of shares or securities subject to the Option, and the Purchase Price thereof, will be adjusted appropriately, and proper provision will be made in the agreements governing such transaction, so that Grantee will receive upon exercise of the Option the number and class of shares or other securities or property that Grantee would have received in respect of Detective Common Stock if the Option had been exercised immediately prior to such event or the record date therefor, as applicable, provided that no such adjustment shall be required in connection with the exercise of options or similar rights under any stock option plan or benefit arrangement in effect on the date hereof or in connection with the conversion of any convertible or exchangeable securities outstanding on the date hereof. (b) Without limiting the parties' relative rights and obligations under the Merger Agreement, in the event that Issuer enters into an agreement (i) to consolidate with or merge into any person, other than Grantee or one of its Subsidiaries, and Issuer will not be the continuing or surviving corporation in such consolidation or merger, (ii) to permit any Person, other than Grantee or one of its Subsidiaries, to merge into Issuer and Issuer will be the continuing or surviving corporation, but in connection with such merger, the shares of Detective Common Stock outstanding immediately prior to the consummation of such merger will be changed into or exchanged for stock or other securities of Issuer or any other person or cash or any other property, or the shares of Detective Common Stock outstanding immediately prior to the consummation of such merger will, after such merger, represent less than 50% of the outstanding voting securities of the merged company, or (iii) to sell or otherwise transfer all or substantially all of its assets to any person, other than Grantee or one of its Subsidiaries, then, and in each such case, the agreement governing such transaction will make proper provision so that the Option will, upon the consummation of any such transaction and upon the terms and conditions set forth herein, be converted into, or exchanged for, an option with identical terms appropriately adjusted to acquire the number and class of shares or other securities or cash or other property that Grantee would have received in respect of Detective Common Stock if the Option had been exercised immediately prior to such consolidation, merger, sale, or transfer, or the record date therefor, as applicable and make any other necessary adjustments. (c) If, at any time during the period commencing on a Purchase Event and ending on the termination of the Option in accordance with Section 2, Grantee sends to Issuer an Exercise Notice indicating Grantee's election to exercise its right (the "CASH-OUT RIGHT") pursuant to this Section 6(c), then Issuer shall pay to Grantee, on the Option Closing Date, in exchange for the cancellation of the Option with respect to such number of Option Shares as Grantee specifies in the Exercise Notice, an amount in cash equal to such number of Option Shares multiplied by the difference between (i) the average closing price, for the 10 trading days commencing on the 12th trading day immediately preceding the date of delivery of such Exercise Notice, per share of Detective Common Stock as reported on The NASDAQ National Market (or, if not listed on The NASDAQ National Market, as reported on any other national securities exchange or national securities quotation system on which the Detective Common Stock is listed or quoted, as reported in The Wall Street Journal (Northeast edition), or, if not reported thereby, any other authoritative source) (the "CLOSING PRICE") and (ii) the Purchase Price. Notwithstanding the termination of the Option, Grantee will be entitled to exercise its rights under this Section 6(c) if it has exercised such rights in accordance with the terms hereof prior to the termination of the Option. 7. PROFIT LIMITATIONS. (a) Notwithstanding any other provision of this Agreement, in no event shall the Total Option Profit (as defined herein) exceed in the aggregate $3,600,000 million (such amount, the "PROFIT LIMIT") and, if any payment to be made to Grantee otherwise would cause such aggregate amount to be exceeded, the Grantee, at its sole election, shall either (i) reduce the number of shares of Detective Common Stock subject to this Option, (ii) deliver to Issuer for cancellation Option Shares previously purchased by Grantee, (iii) pay cash to Issuer or (iv) any combination thereof, so that the Total Option Profit shall not exceed the Profit Limit after taking into account the foregoing actions. (b) Notwithstanding any other provision of this Agreement, the Option may not be exercised for a number of shares of Detective Common Stock as would, as of the date of exercise, result in a Notional Total Option Profit (as hereinafter defined) which would exceed in the aggregate the Profit Limit and, if it otherwise would exceed such amount, the Grantee, at its sole election, shall on or prior to the date of exercise either (i) reduce the number of shares of Detective Common Stock subject to such exercise, (ii) deliver to Issuer for cancellation Option Shares previously purchased by Grantee, (iii) pay cash to Issuer or (iv) any combination thereof, so that the Notional Total Option Profit shall not exceed the Profit Limit after taking into account the foregoing actions, provided that this paragraph (b) shall not be construed as to terminate the Option in whole or in part or to restrict any exercise of the Option that is not prohibited hereby on any subsequent date. (c) As used herein, the term "TOTAL OPTION PROFIT" shall mean the aggregate amount (before taxes) of the following: (i) any amount received by Grantee pursuant to the Cash-Out Right, (ii)(x) the net consideration, if any, received by Grantee pursuant to the sale of Option Shares (or any other securities into which such Option Shares are converted or exchanged) to any unaffiliated party, valuing any non-cash consideration at its fair market value (as defined below), less (y) the Exercise Price and any cash paid by Grantee to Issuer pursuant to Section 7(a)(iii) or Section 7(b)(iii) and (iii) the net cash amounts received by Grantee on the transfer (in accordance with Section 12(g)) of the Option (or any portion thereof) to any unaffiliated party. (d) As used herein, the term "NOTIONAL TOTAL OPTION PROFIT" with respect to any number of shares of Option Shares as to which Grantee may propose to exercise the Option shall be the aggregate of (i) the Total Option Profit determined under paragraph (c) above with respect to prior exercises and (ii) Total Option Profit with respect to such number of shares of Detective Common Stock as to which Grantee proposes to exercise and all other Option Shares held by Grantee and its affiliates as of such date, assuming that all such shares were sold for cash at the closing market price for Detective Common Stock as of the close of business on the preceding trading day (less customary brokerage commissions or underwriting discounts). (e) As used herein, the "fair market value" of any non-cash consideration consisting of: (i) securities listed on a national securities exchange or traded on The NASDAQ National Market shall be equal to the average closing price per share of such security as reported on such exchange or The NASDAQ National Market for the five trading days after the date of determination; and (ii) consideration which is other than cash or securities of the form specified in clause (i) above shall be determined by a nationally recognized independent investment banking firm mutually agreed upon by the parties within five business days of the event requiring selection of such banking firm, provided that if the parties are unable to agree within two business days after the date of such event as to the investment banking firm, then the parties shall each select one firm, and those firms shall select a third nationally recognized independent investment banking firm, which third firm shall make such determination. 8. REGISTRATION RIGHTS. Issuer will, if requested by Grantee at any time and from time to time within two years of the exercise of the Option, as expeditiously as possible prepare and file up to three registration statements under the Securities Act if such registration is necessary in order to permit the sale or other disposition of any or all shares of securities that have been acquired by or are issuable to Grantee upon exercise of the Option in accordance with the intended method of sale or other disposition stated by Grantee, including a "shelf" registration statement under Rule 415 under the Securities Act or any successor provision, and Issuer will use its reasonable efforts to qualify such shares or other securities under any applicable state securities laws, provided that Issuer shall not be required to effect such registration if less than 10% of the Option Shares subject to the Option will be offered for sale pursuant thereto. Issuer will use reasonable efforts to cause each such registration statement to become effective, to obtain all consents or waivers of other parties which are required therefor, and to keep such registration statement effective for such period not in excess of 120 calendar days from the day such registration statement first becomes effective as may be reasonably necessary to effect such sale or other disposition. The obligations of Issuer hereunder to file a registration statement and to maintain its effectiveness may be suspended for up to 120 calendar days in the aggregate if the Board of Directors of Issuer shall have determined in good faith that the filing of such registration statement or the maintenance of its effectiveness would require premature disclosure of material nonpublic information that would materially and adversely affect Issuer or otherwise interfere with or adversely affect any pending or proposed offering of securities of Issuer or any other material transaction involving Issuer. Any registration statement prepared and filed under this Section 8, and any sale covered thereby, will be at Issuer's expense except for underwriting discounts or commissions, brokers' fees and the fees and disbursements of Grantee's counsel related thereto. Grantee will provide all information reasonably requested by Issuer for inclusion in any registration statement to be filed hereunder. If, during the time periods referred to in the first sentence of this Section 8, Issuer effects a registration under the Securities Act of Detective Common Stock for its own account or for any other stockholders of Issuer (other than on Form S-4 or Form S-8, or any successor form), it will allow Grantee the right to participate in such registration, and such participation will not affect the obligation of Issuer to effect demand registration statements for Grantee under this Section 8; provided that, if the managing underwriters of such offering advise Issuer in writing that in their opinion the number of shares of Detective Common Stock requested to be included in such registration exceeds the number which can be sold in such offering, Issuer will include the shares requested to be included therein by Grantee pro rata with the shares intended to be included therein by Issuer or any other stockholders who may have priority as to the Issuer. In connection with any registration pursuant to this Section 8, Issuer and Grantee will provide each other and any underwriter of the offering with customary representations, warranties, covenants, indemnification, and contribution in connection with such registration. 9. QUOTATION. If Detective Common Stock or any other securities to be acquired upon exercise of the Option are then approved for quotation on The NASDAQ National Market (or any other national securities exchange or national securities quotation system), Issuer, upon the request of Grantee, will promptly file an application to have approved for quotation the shares of Detective Common Stock or other securities to be acquired upon exercise of the Option on The NASDAQ National Market (and any such other national securities exchange or national securities quotation system) and will use reasonable efforts to obtain approval of such quotation as promptly as practicable. 10. LOSS OR MUTILATION. Upon receipt by Issuer of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Agreement, and (in the case of loss, theft or destruction) of reasonably satisfactory indemnification, and upon surrender and cancellation of this Agreement, if mutilated, Issuer will execute and deliver a new Agreement of like tenor and date. Any such new Agreement executed and delivered will constitute an additional contractual obligation on the part of Issuer, whether or not the Agreement so lost, stolen, destroyed, or mutilated shall at any time be enforceable by anyone. 11. MISCELLANEOUS. (a) EXPENSES. Each of the parties hereto will bear and pay all costs and expenses incurred by it or on its behalf in connection with the transactions contemplated hereunder, including fees and expenses of its own financial consultants, investment bankers, accountants, and counsel. (b) AMENDMENT. This Agreement may not be amended, except by an instrument in writing signed on behalf of each of the parties. (c) EXTENSION; WAIVER. Any agreement on the part of a party to waive any provision of this Agreement, or to extend the time for performance, will be valid only if set forth in an instrument in writing signed on behalf of such party. The failure of any party to this Agreement to assert any of its rights under this Agreement or otherwise will not constitute a waiver of such rights. (d) ENTIRE AGREEMENT; NO THIRD-PARTY BENEFICIARIES. This Agreement, the Merger Agreement (including the documents and instruments attached thereto as exhibits or schedules or delivered in connection therewith), the Registration Rights Agreement, the Voting and Standstill Agreements, the Tax Cooperation Agreement and the Confidentiality Agreement constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, between the parties (and their Affiliates) with respect to the subject matter hereof and thereof. (e) GOVERNING LAW. This Agreement will be governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflict of laws thereof. (f) NOTICES. All notices, requests, claims, demands, and other communications under this Agreement shall be sent in the manner, with the effect and to the addresses set forth in the Merger Agreement. (g) ASSIGNMENT. Neither this Agreement, the Option nor any of the rights, interests, or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by Issuer or Grantee without the prior written consent of the other; PROVIDED, HOWEVER, that Grantee may assign all or any of its rights and obligations hereunder to any Affiliate or Affiliates of Grantee, PROVIDED, FURTHER, HOWEVER, that no such assignment shall relieve Grantee of its obligations hereunder. Any assignment or delegation in violation of the preceding sentence will be void. Subject to the first and second sentences of this Section 11(g), this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns. (h) FURTHER ASSURANCES. In the event of any exercise of the Option by Grantee, Issuer and Grantee will execute and deliver all other documents and instruments and take all other actions that may be reasonably necessary in order to consummate the transactions provided for by such exercise. (i) ENFORCEMENT. The parties agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties will be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any Federal court located in the State of Delaware or in Delaware state court, the foregoing being in addition to any other remedy to which they are entitled at law or in equity. In addition, each of the parties hereto (i) consents to submit itself to the personal jurisdiction of any Federal court located in the State of Delaware or any Delaware state court in the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, and (iii) agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than a Federal court sitting in the State of Delaware or a Delaware state court. (j) SEVERABILITY. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible. [Signature Page to follow] IN WITNESS WHEREOF, Issuer and Grantee have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the day and year first written above. DATA BROADCASTING CORPORATION By: /s/ Mark F. Imperiale --------------------------------- Name: Mark F. Imperiale Title: President INTERACTIVE DATA CORPORATION By: /s/ Philip J. Hoffman --------------------------------- Name: Philip J. Hoffman Title: Authorized Person [Signature Page to Option Agreement] EX-99.(C) 4 EXHIBIT 99(C) Exhibit C VOTING AND STANDSTILL AGREEMENT, dated as of November 14, 1999 (this "AGREEMENT") by and between Interactive Data Corporation, a Delaware corporation ("LYNX"), and Alan J. Hirschfield Living Trust (the "STOCKHOLDER"). Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement and Plan of Merger, dated the date hereof (as such agreement may be amended from time to time, the "MERGER AGREEMENT"). WHEREAS, concurrently herewith, Lynx, Pearson Longman, Inc., a Delaware corporation, Detective Merger-Sub, Inc., a Delaware corporation ("ACQUISITION SUB") and Data Broadcasting Corporation, a Delaware corporation ("DETECTIVE"), are entering into the Merger Agreement, which provides for, among other things, the merger of Acquisition Sub with and into Lynx. WHEREAS, as a condition to Lynx's entering into the Merger Agreement, the Stockholder has agreed to enter into this Agreement with Lynx. NOW, THEREFORE, in order to implement the foregoing and in consideration of the mutual agreements contained herein, the parties hereby agree as follows: Section 1. CERTAIN DEFINITIONS. The following terms, when used in this Agreement, shall have the following meanings (such definitions to be equally applicable to both singular and plural terms of the terms defined): "BENEFICIALLY OWN" or "BENEFICIAL OWNERSHIP" with respect to any securities shall mean having Abeneficial ownership" of such securities (as determined pursuant to Rule 13d-3 under the Exchange Act), including pursuant to any agreement, arrangement or understanding, whether or not in writing. Without duplicative counting of the same securities by the same holder, securities Beneficially Owned by a Person shall include securities Beneficially Owned by all other Persons with whom such Person would constitute a "group" as described in Section 13(d)(3) of the Exchange Act. "DETECTIVE" has the meaning ascribed thereto in the recitals of this Agreement. "EXISTING SHARES" has the meaning ascribed thereto in Section 2(a)(i). "LYNX" has the meaning ascribed thereto in the introductory paragraph of this Agreement. "MERGER AGREEMENT" has the meaning ascribed thereto in the introductory paragraph of this Agreement. "PERMITTED TRANSFEREE" means (a) a spouse or lineal descendent (including by adoption and stepchildren), heir, executor, testamentary trustee or legatee of the Stockholder or (b) any trust or estate the beneficiaries of which, or any corporation, limited liability company or -1- partnership, the stockholders, members or partners of which, include only the Stockholder and the Persons described in clause (a) above. "SHARES" means the Existing Shares, together with any shares of Detective Common Stock acquired of record or beneficially by the Stockholder in any capacity after the date hereof and prior to the termination hereof, whether upon exercise of options, conversion of convertible securities, purchase, exchange or otherwise; PROVIDED, HOWEVER, that in the event of a stock dividend or distribution, or any change in the Detective Common Stock by reason of any stock dividend, split-up, recapitalization, combination, exchange of shares or the like, the term AShares" shall be deemed to refer to and include the Shares as well as all such stock dividends and distributions and any shares into which or for which any or all of the Shares may be changed or exchanged. "STOCKHOLDER" has the meaning ascribed thereto in the introductory paragraph to this Agreement. "TERMINATION DATE" has the meaning ascribed thereto in Section 9 of this Agreement. "TRUSTEE" has the meaning ascribed thereto in Section 2(a)(i) of this Agreement. Section 2. REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER. The Stockholder hereby represents and warrants to Lynx as follows: (a) (i) The Stockholder is either (A) the record holder or beneficial owner of the number of, or (B) trustee ("TRUSTEE") of a trust that is the record holder or beneficial owner of, and whose beneficiaries are the beneficial owners of the shares of Detective Common Stock set forth opposite the Stockholder's name on SCHEDULE I hereto (the "EXISTING SHARES"). (ii) On the date hereof, the Existing Shares constitute all of the outstanding shares of Detective Common Stock owned of record or beneficially by the Stockholder. (iii) The Stockholder has sole power of disposition and sole voting power with respect to the matters set forth in Section 4 hereof and sole power to demand dissenter's or appraisal rights, in each case with respect to all of the Existing Shares, with no restrictions on such rights, subject to applicable securities laws and the terms of this Agreement. (iv) The Stockholder will have sole power of disposition and will have sole voting power with respect to the matters set forth in Section 4 hereof and sole power to demand dissenter's or appraisal rights, in each case with respect to all Shares other than Existing Shares, if any, which become beneficially owned by -2- the Stockholder, with no restrictions on such rights, subject to applicable securities laws and the terms of this Agreement. (b) The Stockholder has the legal capacity, power and authority to enter into and perform all of the Stockholder's obligations under this Agreement. The execution, delivery and performance of this Agreement by the Stockholder will not violate any other Contract to which the Stockholder is a party or by which the Stockholder is bound including, without limitation, any trust agreement, voting agreement, stockholders agreement, voting trust, partnership or other agreement. This Agreement has been duly and validly executed and delivered by the Stockholder and (assuming due authorization, execution and delivery by Lynx) constitutes a legal, valid and binding agreement of the Stockholder, enforceable against the Stockholder in accordance with its terms. All necessary consents of any beneficiary of or holder of interest in any trust of which the Stockholder is Trustee to the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been obtained. If the Stockholder is married and the Stockholder's Shares constitute community property, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, the Stockholder's spouse, enforceable against such person in accordance with its terms. (c) Except for filings under the HSR Act, if applicable, (i) no filing with, and no permit, authorization, consent or approval of, any state or federal public body or authority is necessary for the execution of this Agreement by the Stockholder and the consummation by the Stockholder of the transactions contemplated hereby and (ii) neither the execution and delivery of this Agreement by the Stockholder nor the consummation by the Stockholder of the transactions contemplated hereby nor compliance by the Stockholder with the provisions hereof shall (x) conflict with or result in any breach of any applicable trust, partnership agreement or other Contracts or organizational documents applicable to the Stockholder, (y) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, material modification or acceleration), under any of the terms, conditions or provisions of any Contract to which the Stockholder is a party or by which the Stockholder or any of the Stockholder's properties or assets may be bound or (z) violate any Governmental Order applicable to the Stockholder or any of the Stockholder's properties or assets. (d) Except for the shares of Detective Common Stock identified in SCHEDULE II hereto (the "PLEDGED SHARES"), the Stockholder's Shares and the certificates representing such Shares are now and at all times during the term hereof will be held by the Stockholder, or by a nominee or custodian for the benefit of the Stockholder, free and clear of all Liens, proxies, voting trusts or arrangements or any other encumbrances whatsoever, except for any of the same arising hereunder. -3- (e) No broker, investment banker, financial adviser or other Person is entitled to any broker's, finder's, financial adviser's or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Stockholder in his or her capacity as such. (f) The Stockholder understands and acknowledges that Lynx is entering into the Merger Agreement in reliance upon the Stockholder's execution and delivery of this Agreement with Lynx. Section 3. REPRESENTATIONS AND WARRANTIES OF LYNX. Lynx hereby represents and warrants to each the Stockholder as follows: (a) Lynx is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) Lynx has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by Lynx of this Agreement and the consummation by Lynx of the transactions contemplated hereby have been duly and validly authorized and approved by all required corporate action. This Agreement has been duly executed and delivered by Lynx, and (assuming due authorization, execution and delivery by the Stockholder) constitutes a legal, valid and binding obligation of Lynx, enforceable against it in accordance with its terms. (c) Except for filings under the HSR Act, if applicable, (i) no filing with and no permit, authorization, consent or approval of, any state or federal public body or authority is necessary for the execution of this Agreement by Lynx and the consummation by Lynx of the transactions contemplated hereby and (ii) neither the execution and delivery of this Agreement by Lynx nor the consummation by Lynx of the transactions contemplated hereby nor compliance by Lynx with the provisions hereof shall (x) conflict with or result in any breach of any applicable trust, partnership agreement or other Contracts or organizational documents applicable to Lynx, (y) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any Contract to which Lynx is a party or by which Lynx or any of Lynx's properties or assets may be bound or (z) violate any Governmental Order applicable to Lynx or any of Lynx's properties or assets. Section 4. AGREEMENT TO VOTE; PROXY (a) The Stockholder hereby agrees that, until the Termination Date (as defined in Section 9), at any meeting of the stockholders of Detective, however called, or in -4- connection with any action by written consent of the stockholders of Detective, the Stockholder shall vote (or cause to be voted) or act by written consent with respect to the Shares (i) in favor of the Merger, the Amended Charter and the election of the Post-Closing Directors, the execution and delivery by Detective of the Merger Agreement and the Ancillary Agreements and the approval of the terms thereof and each of the other actions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance hereof and thereof; (ii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Detective under the Merger Agreement, the Ancillary Agreements or this Agreement; and (iii) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement or any such actions identified in writing by Lynx in advance): (A) any extraordinary corporate transaction, including, without limitation, a merger, consolidation or other business combination involving Detective or any of its Subsidiaries; (B) a sale, lease or transfer of a material amount of assets of Detective or any of its Subsidiaries or a reorganization, recapitalization, dissolution or liquidation of Detective or any of its Subsidiaries; (C) any change in the majority of the board of directors of Detective; (D) any change in the present capitalization of Detective or any amendment of Detective's Certificate of Incorporation or by-laws (other than as contemplated by the Amended Charter); (E) any other change in Detective's corporate structure or business; or (F) any other action which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or materially adversely affect the Merger or the transactions contemplated by the Merger Agreement, the Ancillary Agreements or this Agreement. The Stockholder shall not enter into any Contract or understanding with any Person to vote or give instructions in any manner inconsistent with the terms of this Agreement. (b) STOCKHOLDER HEREBY GRANTS TO, AND APPOINTS, LYNX AND ANY DESIGNEE OF LYNX, EACH OF THEM INDIVIDUALLY, STOCKHOLDER'S IRREVOCABLE (UNTIL THE TERMINATION DATE) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE SHARES AS SET FORTH IN SECTION 4(a) ABOVE. STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION AND EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY SUCH STOCKHOLDER WITH RESPECT TO SUCH SHARES. Section 5. CERTAIN COVENANTS OF THE STOCKHOLDER. Except in accordance with the terms of this Agreement, the Stockholder hereby covenants and agrees as follows: (a) Prior to the Termination Date, the Stockholder shall not, in its capacity as such, directly or indirectly (including through advisors, agents or other intermediaries), -5- solicit, initiate or encourage (including by way of furnishing information) or respond to (or take any other action designed to facilitate) any inquiries or the making of any proposal by any Person (other than Lynx or any Affiliate thereof) with respect to Detective that constitutes or could reasonably be expected to lead to a Detective Takeover Proposal or engage in any discussions or negotiations with regard to any Detective Takeover Proposal. (b) Prior to the Termination Date, the Stockholder shall not, directly or indirectly (i) except pursuant to the terms of the Merger Agreement or this Agreement, offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, enforce or permit the execution of the provisions of any redemption agreement with Detective, enter into any Contract, Option or other arrangement or understanding with respect to, or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, or exercise any discretionary powers to distribute, any or all of the Shares or any interest therein, including any trust income or principal, except in each case to a Permitted Transferee who is or agrees to become bound by this Agreement; (ii) except as contemplated hereby, grant any proxies or powers of attorney with respect to any Shares, deposit any Shares into a voting trust or enter into a voting agreement with respect to any Shares; or (iii) take any action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing any of the Stockholder's obligations under this Agreement. (c) The Stockholder hereby waives any rights of appraisal or rights to dissent from the Merger that the Stockholder may have. Each Trustee represents that no beneficiary who is a beneficial owner of Shares under any trust has any right of appraisal or right to dissent from the Merger which has not been so waived. (d) Unless, in connection therewith, the Shares held by any trust which is presently subject to the terms of this Agreement are transferred to one or more Permitted Transferees who upon receipt of such Shares become signatories to this Agreement, the Stockholder acting as a Trustee shall not take any action to terminate, close or liquidate any such trust and shall take all steps necessary to maintain the existence thereof at least until the Termination Date. Section 6. FURTHER ASSURANCES. From time to time, at the other party's request and without further consideration, each party hereto shall execute and deliver such additional documents and take all such further action as may be necessary or desirable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement. Section 7. CERTAIN EVENTS. The Stockholder agrees that this Agreement and the obligations hereunder shall attach to the Shares and shall be binding upon any person or entity to -6- which legal or beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including without limitation the Stockholder's heirs, guardians, administrators or successors or as a result of any divorce. Section 8. STOP TRANSFER. The Stockholder agrees with, and covenants to, Lynx that the Stockholder shall not request that Detective register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the Shares, unless such transfer is made in compliance with this Agreement. Section 9. TERMINATION. The obligations of the Stockholder and the irrevocable proxy contained in Section 4(b) of this Agreement shall terminate upon the first to occur of (a) the Effective Time and (b) the date the Merger Agreement is terminated in accordance with its terms (unless such termination is being contested in good faith by Lynx in a court of competent jurisdiction, in which event this Agreement shall remain in full force and effect until the resolution of such action from which there is no further right of appeal) (the "TERMINATION DATE"); provided that the provisions of Sections 2, 3 and 10 and any claim for breach of any representation, warranty, covenant or other agreement under this Agreement shall survive the Termination Date. Section 10. MISCELLANEOUS. (a) All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by cable, by facsimile, by telegram, by telex or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 10(a)): If to the Stockholder: Alan J. Hirschfield Living Trust 3490 Clubhouse Drive Jackson, Wyoming 83001 Telecopier: (307) 733-4935 -7- If to Lynx: c/o Pearson Inc. 1330 Avenue of the Americas 7th Floor New York, NY 10019 Attention: President Telecopier: (212) 641-2500 with a copy to: Morgan, Lewis & Bockius LLP 101 Park Avenue New York, NY 10178 Attn: Anne E. Gold, Esq. Telecopier: (212) 309-6273 (b) At any time prior to the Termination Date, any party hereto may, with respect to any other party hereto, (i) extend the time for the performance of any of the obligations or other acts, (ii) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto or (iii) waive compliance with any of the agreements or conditions contained herein. Any such extension or waiver shall be valid if set forth in an instrument in writing signed by the party or parties to be bound thereby. (c) The headings contained in this Agreement are for the convenience of reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. (d) If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. -8- (e) This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersede all prior agreements and undertakings, both written and oral with respect to the subject matter hereof and thereof and except as otherwise expressly provided herein. (f) This Agreement shall not be assigned by operation of Law or otherwise, except that Lynx may assign all or any of their respective rights and obligations hereunder to any of its Affiliates, PROVIDED, HOWEVER, that no such assignment shall relieve the assigning party of its obligations hereunder. (g) The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms. It is accordingly agreed that the parties hereto (i) will waive, in any action for specific performance, the defense of adequacy of remedy at law and (ii) shall be entitled to specific performance of the terms hereof, this being in addition to any other remedy to which they are entitled at law or in equity. (h) No failure or delay on the part of any party hereto in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement herein, nor shall any single or partial exercise of any such right preclude other or further exercise thereof or of any other right. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available. (i) Notwithstanding anything herein to the contrary, no Person executing this Agreement who is, or becomes during the term hereof, a director of Detective makes any agreement or understanding herein in his or her capacity as such director, and the agreements set forth herein shall in no way restrict any director in the exercise of his or her fiduciary duties as a director of Detective in his or her capacity as a director of Detective. The Stockholder has executed this Agreement solely in his or her capacity as the record or beneficial holder of the Shares or as the trustee of a trust whose beneficiaries are the beneficial owners of the Shares. (j) Each party agrees to bear its own expenses in connection with the transactions contemplated hereby. (k) This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware. All actions and proceedings arising out of or relating to this Agreement shall be heard and determined in a Delaware state or federal court sitting in the State of Delaware, and the parties hereto hereby irrevocable submit to the exclusive jurisdiction of such courts in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding. -9- (l) EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT. (m) This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopier shall be effective as delivery of a manually executed counterpart of this Agreement. [Signature Page to Follow] -10- IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. INTERACTIVE DATA CORPORATION By: /s/ Philip J. Hoffman ------------------------------- Name: Philip J. Hoffman Title: Authorized Person ALAN J. HIRSCHFIELD LIVING TRUST By: /s/ Alan J. Hirschfield ------------------------------- Name: Alan J. Hirschfield Title: Trustee [Signature page to Voting and Standstill Agreement] SCHEDULE I EXISTING SHARES
STOCKHOLDER NO. OF EXISTING SHARES - ----------- ---------------------- Alan J. Hirschfield Living Trust 1,212,145
-12- SCHEDULE II PLEDGED SHARES
NUMBER OF PLEDGED SHARES PLEDGEE - ------------------------ ------- None
-13- EX-99.(D) 5 EXHIBIT 99(D) Exhibit D VOTING AND STANDSTILL AGREEMENT, dated as of November 14, 1999 (this "AGREEMENT") by and between Interactive Data Corporation, a Delaware corporation ("LYNX"), and AFT/FGT Family Partners Ltd and Tessler Family Limited Partnership (each a "STOCKHOLDER", collectively, the "STOCKHOLDERS"). Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement and Plan of Merger, dated the date hereof (as such agreement may be amended from time to time, the "MERGER AGREEMENT"). WHEREAS, concurrently herewith, Lynx, Pearson Longman, Inc., a Delaware corporation, Detective Merger-Sub, Inc., a Delaware corporation ("ACQUISITION SUB") and Data Broadcasting Corporation, a Delaware corporation ("DETECTIVE"), are entering into the Merger Agreement, which provides for, among other things, the merger of Acquisition Sub with and into Lynx. WHEREAS, as a condition to Lynx's entering into the Merger Agreement, the Stockholders have agreed to enter into this Agreement with Lynx. NOW, THEREFORE, in order to implement the foregoing and in consideration of the mutual agreements contained herein, the parties hereby agree as follows: Section 1. CERTAIN DEFINITIONS. The following terms, when used in this Agreement, shall have the following meanings (such definitions to be equally applicable to both singular and plural terms of the terms defined): "BENEFICIALLY OWN" or "BENEFICIAL OWNERSHIP" with respect to any securities shall mean having "beneficial ownership" of such securities (as determined pursuant to Rule 13d-3 under the Exchange Act), including pursuant to any agreement, arrangement or understanding, whether or not in writing. Without duplicative counting of the same securities by the same holder, securities Beneficially Owned by a Person shall include securities Beneficially Owned by all other Persons with whom such Person would constitute a "group" as described in Section 13(d)(3) of the Exchange Act. "DETECTIVE" has the meaning ascribed thereto in the recitals of this Agreement. "EXISTING SHARES" has the meaning ascribed thereto in Section 2(a)(i). "LYNX" has the meaning ascribed thereto in the introductory paragraph of this Agreement. "MERGER AGREEMENT" has the meaning ascribed thereto in the introductory paragraph of this Agreement. "PERMITTED TRANSFEREE" means (a) a spouse or lineal descendent (including by adoption and stepchildren), heir, executor, testamentary trustee or legatee of a Stockholder or (b) any trust or estate the beneficiaries of which, or any corporation, limited liability company or partnership, -1- the stockholders, members or partners of which, include only the Stockholder and the Persons described in clause (a) above. "SHARES" means the Existing Shares, together with any shares of Detective Common Stock acquired of record or beneficially by the Stockholder in any capacity after the date hereof and prior to the termination hereof, whether upon exercise of options, conversion of convertible securities, purchase, exchange or otherwise; PROVIDED, however, that in the event of a stock dividend or distribution, or any change in the Detective Common Stock by reason of any stock dividend, split-up, recapitalization, combination, exchange of shares or the like, the term AShares" shall be deemed to refer to and include the Shares as well as all such stock dividends and distributions and any shares into which or for which any or all of the Shares may be changed or exchanged. "STOCKHOLDER" and "STOCKHOLDERS" have the meaning ascribed thereto in the introductory paragraph to this Agreement. "TERMINATION DATE" has the meaning ascribed thereto in Section 9 of this Agreement. "TRUSTEE" has the meaning ascribed thereto in Section 2(a)(i) of this Agreement. Section 2. REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS. The Stockholders hereby represent and warrant to Lynx as follows: (a) (i) Each Stockholder is either (A) the record holder or beneficial owner of the number of, or (B) trustee ("TRUSTEE") of a trust that is the record holder or beneficial owner of, and whose beneficiaries are the beneficial owners of the shares of Detective Common Stock set forth opposite the Stockholder's name on SCHEDULE I hereto (the "EXISTING SHARES"). (ii) On the date hereof, the Existing Shares constitute all of the outstanding shares of Detective Common Stock owned of record or beneficially by each Stockholder. (iii) Each Stockholder has sole power of disposition and sole voting power with respect to the matters set forth in Section 4 hereof and sole power to demand dissenter's or appraisal rights, in each case with respect to all of the Existing Shares, with no restrictions on such rights, subject to applicable securities laws and the terms of this Agreement. (iv) Each Stockholder will have sole power of disposition and will have sole voting power with respect to the matters set forth in Section 4 hereof and sole power to demand dissenter's or appraisal rights, in each case with respect to all Shares other than Existing Shares, if any, which become beneficially owned by -2- the Stockholder, with no restrictions on such rights, subject to applicable securities laws and the terms of this Agreement. (b) Each Stockholder has the legal capacity, power and authority to enter into and perform all of such Stockholder's obligations under this Agreement. The execution, delivery and performance of this Agreement by each Stockholder will not violate any other Contract to which such Stockholder is a party or by which such Stockholder is bound including, without limitation, any trust agreement, voting agreement, stockholders agreement, voting trust, partnership or other agreement. This Agreement has been duly and validly executed and delivered by the Stockholders and (assuming due authorization, execution and delivery by Lynx) constitutes a legal, valid and binding agreement of the Stockholders, enforceable against the Stockholders in accordance with its terms. All necessary consents of any beneficiary of or holder of interest in any trust of which either Stockholder is Trustee to the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been obtained. If a Stockholder is married and such Stockholder's Shares constitute community property, this Agreement has been duly authorized, executed and delivered by, and constitutes a valid and binding agreement of, such Stockholder's spouse, enforceable against such person in accordance with its terms. (c) Except for filings under the HSR Act, if applicable, (i) no filing with, and no permit, authorization, consent or approval of, any state or federal public body or authority is necessary for the execution of this Agreement by the Stockholders and the consummation by the Stockholders of the transactions contemplated hereby and (ii) neither the execution and delivery of this Agreement by the Stockholders nor the consummation by the Stockholders of the transactions contemplated hereby nor compliance by the Stockholders with the provisions hereof shall (x) conflict with or result in any breach of any applicable trust, partnership agreement or other Contracts or organizational documents applicable to the Stockholders, (y) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, material modification or acceleration), under any of the terms, conditions or provisions of any Contract to which either Stockholder is a party or by which the Stockholders or any of the Stockholders' properties or assets may be bound or (z) violate any Governmental Order applicable to the Stockholders or any of the Stockholders' properties or assets. (d) Except for the shares of Detective Common Stock identified in SCHEDULE II hereto (the "PLEDGED SHARES"), the Stockholder's Shares and the certificates representing such Shares are now and at all times during the term hereof will be held by the Stockholders, or by a nominee or custodian for the benefit of the Stockholders, free and clear of all Liens, proxies, voting trusts or arrangements or any other encumbrances whatsoever, except for any of the same arising hereunder. -3- (e) No broker, investment banker, financial adviser or other Person is entitled to any broker's, finder's, financial adviser's or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of either Stockholder in his or her capacity as such. (f) Each Stockholder understands and acknowledges that Lynx is entering into the Merger Agreement in reliance upon such Stockholders' execution and delivery of this Agreement with Lynx. Section 3. REPRESENTATIONS AND WARRANTIES OF LYNX. Lynx hereby represents and warrants to each Stockholder as follows: (a) Lynx is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) Lynx has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by Lynx of this Agreement and the consummation by Lynx of the transactions contemplated hereby have been duly and validly authorized and approved by all required corporate action. This Agreement has been duly executed and delivered by Lynx, and (assuming due authorization, execution and delivery by the Stockholders) constitutes a legal, valid and binding obligation of Lynx, enforceable against it in accordance with its terms. (c) Except for filings under the HSR Act, if applicable, (i) no filing with and no permit, authorization, consent or approval of, any state or federal public body or authority is necessary for the execution of this Agreement by Lynx and the consummation by Lynx of the transactions contemplated hereby and (ii) neither the execution and delivery of this Agreement by Lynx nor the consummation by Lynx of the transactions contemplated hereby nor compliance by Lynx with the provisions hereof shall (x) conflict with or result in any breach of any applicable trust, partnership agreement or other Contracts or organizational documents applicable to Lynx, (y) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, material modification or acceleration) under any of the terms, conditions or provisions of any Contract to which Lynx is a party or by which Lynx or any of Lynx's properties or assets may be bound or (z) violate any Governmental Order applicable to Lynx or any of Lynx's properties or assets. Section 4. AGREEMENT TO VOTE; PROXY (a) Each Stockholder hereby agrees that, until the Termination Date (as defined in Section 9), at any meeting of the stockholders of Detective, however called, or -4- in connection with any action by written consent of the stockholders of Detective, such Stockholder shall vote (or cause to be voted) or act by written consent with respect to the Shares (i) in favor of the Merger, the Amended Charter and the election of the Post-Closing Directors, the execution and delivery by Detective of the Merger Agreement and the Ancillary Agreements and the approval of the terms thereof and each of the other actions contemplated by the Merger Agreement and this Agreement and any actions required in furtherance hereof and thereof; (ii) against any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Detective under the Merger Agreement, the Ancillary Agreements or this Agreement; and (iii) against the following actions (other than the Merger and the transactions contemplated by the Merger Agreement or any such actions identified in writing by Lynx in advance): (A) any extraordinary corporate transaction, including, without limitation, a merger, consolidation or other business combination involving Detective or any of its Subsidiaries; (B) a sale, lease or transfer of a material amount of assets of Detective or any of its Subsidiaries or a reorganization, recapitalization, dissolution or liquidation of Detective or any of its Subsidiaries; (C) any change in the majority of the board of directors of Detective; (D) any change in the present capitalization of Detective or any amendment of Detective's Certificate of Incorporation or by-laws (other than as contemplated by the Amended Charter); (E) any other change in Detective's corporate structure or business; or (F) any other action which is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, discourage or materially adversely affect the Merger or the transactions contemplated by the Merger Agreement, the Ancillary Agreements or this Agreement. No Stockholder shall enter into any Contract or understanding with any Person to vote or give instructions in any manner inconsistent with the terms of this Agreement. (b) EACH STOCKHOLDER HEREBY GRANTS TO, AND APPOINTS, LYNX AND ANY DESIGNEE OF LYNX, EACH OF THEM INDIVIDUALLY, SUCH STOCKHOLDER'S IRREVOCABLE (UNTIL THE TERMINATION DATE) PROXY AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE SHARES AS SET FORTH IN SECTION 4(a) ABOVE. EACH STOCKHOLDER INTENDS THIS PROXY TO BE IRREVOCABLE (UNTIL THE TERMINATION DATE) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION AND EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY SUCH STOCKHOLDER WITH RESPECT TO SUCH SHARES. Section 5. CERTAIN COVENANTS OF THE STOCKHOLDERS. Except in accordance with the terms of this Agreement, the Stockholders hereby covenant and agree as follows: (a) Prior to the Termination Date, a Stockholder shall not, in its capacity as such, directly or indirectly (including through advisors, agents or other intermediaries), -5- solicit, initiate or encourage (including by way of furnishing information) or respond to (or take any other action designed to facilitate) any inquiries or the making of any proposal by any Person (other than Lynx or any Affiliate thereof) with respect to Detective that constitutes or could reasonably be expected to lead to a Detective Takeover Proposal or engage in any discussions or negotiations with regard to any Detective Takeover Proposal. (b) Prior to the Termination Date, a Stockholder shall not, directly or indirectly (i) except pursuant to the terms of the Merger Agreement or this Agreement, offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, enforce or permit the execution of the provisions of any redemption agreement with Detective, enter into any Contract, Option or other arrangement or understanding with respect to, or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, or exercise any discretionary powers to distribute, any or all of the Shares or any interest therein, including any trust income or principal, except in each case to a Permitted Transferee who is or agrees to become bound by this Agreement; (ii) except as contemplated hereby, grant any proxies or powers of attorney with respect to any Shares, deposit any Shares into a voting trust or enter into a voting agreement with respect to any Shares; or (iii) take any action that would make any representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling such Stockholder from performing any of such Stockholder's obligations under this Agreement. (c) Each Stockholder hereby waives any rights of appraisal or rights to dissent from the Merger that such Stockholder may have. Each Trustee represents that no beneficiary who is a beneficial owner of Shares under any trust has any right of appraisal or right to dissent from the Merger which has not been so waived. (d) Unless, in connection therewith, the Shares held by any trust which is presently subject to the terms of this Agreement are transferred to one or more Permitted Transferees who upon receipt of such Shares become signatories to this Agreement, the Stockholder acting as a Trustee shall not take any action to terminate, close or liquidate any such trust and shall take all steps necessary to maintain the existence thereof at least until the Termination Date. Section 6. FURTHER ASSURANCES. From time to time, at the other party's request and without further consideration, each party hereto shall execute and deliver such additional documents and take all such further action as may be necessary or desirable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement. Section 7. CERTAIN EVENTS. The Stockholders agree that this Agreement and the obligations hereunder shall attach to the Shares and shall be binding upon any person or entity to -6- which legal or beneficial ownership of such Shares shall pass, whether by operation of law or otherwise, including without limitation the Stockholders' heirs, guardians, administrators or successors or as a result of any divorce. Section 8. STOP TRANSFER. The Stockholders agree with, and covenant to, Lynx that the Stockholders shall not request that Detective register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the Shares, unless such transfer is made in compliance with this Agreement. Section 9. TERMINATION. The obligations of the Stockholders and the irrevocable proxy contained in Section 4(b) of this Agreement shall terminate upon the first to occur of (a) the Effective Time and (b) the date the Merger Agreement is terminated in accordance with its terms (unless such termination is being contested in good faith by Lynx in a court of competent jurisdiction, in which event this Agreement shall remain in full force and effect until the resolution of such action from which there is no further right of appeal) (the ATERMINATION DATE"); provided that the provisions of Sections 2, 3 and 10 and any claim for breach of any representation, warranty, covenant or other agreement under this Agreement shall survive the Termination Date. Section 10. MISCELLANEOUS. (a) All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by cable, by facsimile, by telegram, by telex or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 10(a)): If to the Stockholders: Tessler Family FMC, LLC 4020 Moose Wilson Rd. Jackson, Wyoming 83001 Telecopier: (307) 733-4935 -7- If to Lynx: c/o Pearson Inc. 1330 Avenue of the Americas 7th Floor New York, NY 10019 Attention: President Telecopier: (212) 641-2500 with a copy to Morgan, Lewis & Bockius LLP 101 Park Avenue New York, NY 10178 Attn: Anne E. Gold, Esq. Telecopier: (212) 309-6273 (b) At any time prior to the Termination Date, any party hereto may, with respect to any other party hereto, (i) extend the time for the performance of any of the obligations or other acts, (ii) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto or (iii) waive compliance with any of the agreements or conditions contained herein. Any such extension or waiver shall be valid if set forth in an instrument in writing signed by the party or parties to be bound thereby. (c) The headings contained in this Agreement are for the convenience of reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. (d) If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. (e) This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersede all prior agreements and undertakings, both written and oral with respect to the subject matter hereof and thereof and except as otherwise expressly provided herein. -8- (f) This Agreement shall not be assigned by operation of Law or otherwise, except that Lynx may assign all or any of its rights and obligations hereunder to any of its Affiliates, PROVIDED, HOWEVER, that no such assignment shall relieve the assigning party of its obligations hereunder. (g) The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms. It is accordingly agreed that the parties hereto (i) will waive, in any action for specific performance, the defense of adequacy of remedy at law and (ii) shall be entitled to specific performance of the terms hereof, this being in addition to any other remedy to which they are entitled at law or in equity. (h) No failure or delay on the part of any party hereto in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement herein, nor shall any single or partial exercise of any such right preclude other or further exercise thereof or of any other right. All rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available. (i) Notwithstanding anything herein to the contrary, no Person executing this Agreement who is, or becomes during the term hereof, a director of Detective makes any agreement or understanding herein in his or her capacity as such director, and the agreements set forth herein shall in no way restrict any director in the exercise of his or her fiduciary duties as a director of Detective in his or her capacity as a director of Detective. Each Stockholder has executed this Agreement solely in his or her capacity as the record or beneficial holder of the Shares or as the trustee of a trust whose beneficiaries are the beneficial owners of the Shares. (j) Each party agrees to bear its own expenses in connection with the transactions contemplated hereby. (k) This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware. All actions and proceedings arising out of or relating to this Agreement shall be heard and determined in a Delaware state or federal court sitting in the State of Delaware, and the parties hereto hereby irrevocable submit to the exclusive jurisdiction of such courts in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding. (l) EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT. -9- (m) This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopier shall be effective as delivery of a manually executed counterpart of this Agreement. [Signature Page to Follow] -10- IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. INTERACTIVE DATA CORPORATION By: /s/ Philip J. Hoffman ----------------------------------- Name: Philip J. Hoffman Title: Authorized Person AFT/FGT FAMILY PARTNERS LTD. By: Tessler Family FMC, LLC By: /s/ Allan R. Tessler ----------------------------------- Allan R. Tessler TESSLER FAMILY LIMITED PARTNERSHIP By: Tessler Family FMC, LLC By: /s/ Allan R. Tessler ----------------------------------- Allan R. Tessler [Signature page to Voting and Standstill Agreement] SCHEDULE I EXISTING SHARES
Stockholder No. of Existing Shares - ----------- ---------------------- AFT/FGT Family Partners Ltd. 984,559 Tessler Family Limited Partnership 545,000
-12- SCHEDULE II PLEDGED SHARES
Number of Pledged Shares Pledgee - ------------------------ ------- None
-13- -----END PRIVACY-ENHANCED MESSAGE-----