Registration Rights Agreement - Opinion Research Corp., Allied Capital Corp. and Allied Investment Corp.
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of
the day of May, 1999, by and between OPINION RESEARCH CORPORATION, a Delaware
corporation. (the "Company") and ALLIED CAPITAL CORPORATION and ALLIED
INVESTMENT CORPORATION, each a Maryland corporation (collectively, the
"Investor").
RECITALS:
WHEREAS, the Company and the Investor have entered into that certain
Investment Agreement dated as of the date hereof (the "Investment Agreement");
WHEREAS, in order to induce the Investor to enter into the
transactions contemplated thereby, the Company has agreed to provide the
registration rights set forth in this Agreement; and
WHEREAS, unless otherwise provided in this Agreement, capitalized
terms used herein shall have the meanings set forth in Section 9 of this
Agreement or as set forth in the Investment Agreement.
NOW THEREFORE, the parties hereto agree as follows:
1. DEMAND REGISTRATIONS.
1.1. Requests for Registration.
At any time following the fifth anniversary of the date hereof, the
Investor (or its permitted transferees) may request registration under the
Securities Act of all or part of its Registrable Securities (as defined in
Section 9 below) on Form S-1 or any similar long-form registration ("Long-Form
Registrations") or on Form S-2 or S-3 or any similar short-form registration
("Short-Form Registrations") if available. Each request for a Demand
Registration under this Section 1.1 shall specify the approximate number of
Registrable Securities requested to be registered and the anticipated per share
price range for such offering. Within 10 days after receipt of any such request,
the Company shall give written notice of such requested registration to all
other holders of Registrable Securities and shall include in such registration
all Registrable Securities with respect to which the Company has received
written requests for inclusion therein within 15 days after the receipt of the
Company's notice. All registrations requested pursuant to this Section 1.1 are
referred to herein as "Demand Registrations."
1.2. Short-Form Registrations.
As long as the Company is subject to the reporting requirements of
the Securities Exchange Act, the Company will use its best efforts to make
Short-Form Registrations available for the sale of Registrable Securities.
Subject to the limitations set forth in Section 1.4 below,
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the holders of Registrable Securities shall be entitled to request Short-Form
Registrations; provided, that the offering value of the Registrable Securities
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requested to be registered in any Short-Form Registration shall equal at least
$1,000,000.
1.3. Long-Form Registrations.
Subject to the limitations set forth in Section 1.4 below, in the
event the Company is not permitted to use any applicable Short-Form
Registration, the holders of Registrable Securities shall be entitled to request
a Long-Form Registration; provided, that the aggregate offering value of the
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Registrable Securities requested to be registered in any Long-Form Registration
shall equal at least $1,000,000.
1.4. Limit on Number of Registrations.
The holders of Registrable Securities shall be limited to a maximum
number of two (2) Demand Registrations under this Section 1.
1.5. Priority on Demand Registrations.
The Company shall not include in any Demand Registration any
securities which are not Registrable Securities without the prior written
consent of the holders of at least two-thirds of the Registrable Securities
included in such registration. If a Demand Registration is an underwritten
offering and the managing underwriters advise the Company in writing that in
their opinion the number of Registrable Securities and, if permitted hereunder,
other securities requested to be included in such offering exceeds the number of
Registrable Securities and other securities, if any, which can be sold therein
without adversely affecting the marketability of the offering, the Company shall
include in such registration: (i) first, the Registrable Securities requested to
be included which in the opinion of such underwriters can be sold without
adversely affecting the marketability of the offering, pro rata among the
respective holders thereof on the basis of the amount of Registrable Securities
requested to be registered by each such holder; (ii) second, other securities
requested to be included in such registration by the Company; and (iii) third,
other securities requested to be included in such registration by others pro
rata among the holders thereof.
1.6. Restrictions on Demand Registrations.
The Company shall not be obligated to effect any Demand Registration
within six (6) months after the effective date of a previous Demand Registration
or a registration in which the holders of Registrable Securities were given
piggyback rights pursuant to Section 2 below. The Company may postpone for up to
ninety (90) days the filing or the effectiveness of a registration statement for
a Demand Registration if the Company believes that such Demand Registration
would reasonably be expected to have an adverse effect on any proposal or plan
by the Company or any of its subsidiaries to engage in any acquisition of assets
(other than in the ordinary course of business) or any merger, consolidation,
tender offer, securities offering, or similar transaction.
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1.7. Selection of Underwriters.
The Company shall have the right to select the investment banker(s)
and manager(s) to administer the offering, subject to the approval of the
holders of two-thirds of the Registrable Securities included in any Demand
Registration, which approval shall not be unreasonably withheld.
1.8. Other Registration Rights.
The Company shall not grant to any Persons the right to request the
Company to register any equity securities of the Company, or any securities
convertible or exchangeable into or exercisable for such securities, which
rights have priority over, or are inconsistent with, the rights of the holders
of Registrable Securities under this Agreement without the prior written
approval of the holders of at least two-thirds of the Registrable Securities.
2. PIGGYBACK REGISTRATIONS.
2.1. Right to Piggyback.
Whenever the Company proposes to register any of its securities under
the Securities Act (other than pursuant to a Demand Registration) and the
registration form to be used may be used for the registration of Registrable
Securities (a "Piggyback Registration"), the Company shall give prompt written
notice to all holders of Registrable Securities of its intention to effect such
a registration and shall include in such registration all Registrable Securities
with respect to which the Company has received written requests for inclusion
therein within 15 days after the receipt of the Company's notice. Subject to the
provisions of Section 2.2 below, the Company shall also be entitled to include
in such registration any other securities requested to be included in such
registration.
2.2. Priority on Primary Registrations.
If a Piggyback Registration is an underwritten primary registration
on behalf of the Company, and the managing underwriters advise the Company in
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writing that in their opinion the number of securities requested to be included
in such registration exceeds the number which can be sold in such offering
without adversely affecting the marketability of the offering, the Company shall
include in such registration: (i) first, the securities the Company proposes to
sell; (ii) second, the Registrable Securities requested to be included in such
registration, pro rata among the holders of such Registrable Securities on the
basis of the number of shares requested to be registered by each such holder;
and (iii) third, other securities requested to be included in such registration.
2.3. Priority on Secondary Registrations.
If a Piggyback Registration is an underwritten secondary registration
on behalf of holders of the Company's securities, and the managing underwriters
advise the Company in writing that in their opinion the number of securities
requested to be included in such registration exceeds the number which can be
sold in such offering without adversely affecting the marketability of the
offering, the Company shall include in such registration: (i) first, the
Registrable Securities requested to be included in such registration, pro rata
among the holders of such Registrable Securities on the basis of the number of
shares requested to be registered by each such holder; and (ii) second, the
other securities requested to be included in such registration.
3. HOLDBACK AGREEMENTS.
3.1. Holdback by Holders.
Each holder of Registrable Securities agrees, if requested by the
Company and an underwriter of Registrable Securities, not to effect any public
sale or distribution (including sales pursuant to Rule 144) of equity securities
of the Company, or any securities convertible into or exchangeable or
exercisable for such securities, during the seven days prior to and the 180-day
period beginning on the effective date of any underwritten Demand Registration,
any underwritten Piggyback Registration in which Registrable Securities are
included (except as part of such underwritten registration), or any other
registration of the Company in connection with a public offering (except
pursuant to registrations on Form S-8 or any successor form).
3.2. Holdback by Company and Others.
The Company agrees: not to effect any public sale or distribution of
its equity securities, or any securities convertible into or exchangeable or
exercisable for such securities, during the seven days prior to and during the
180-day period beginning on the effective date of any underwritten Demand
Registration or any underwritten Piggyback Registration (except as part of such
underwritten registration or pursuant to registrations on Form S-8 or any
successor form), unless the underwriters managing the registered public offering
otherwise agree.
4. REGISTRATION PROCEDURES.
4.1. Company Obligations.
Whenever the holders of Registrable Securities have requested that
any Registrable Securities be registered pursuant to this Agreement, the Company
shall use its best efforts to effect the registration and the sale of such
Registrable Securities under the Securities Act, and pursuant thereto the
Company shall as expeditiously as possible:
(i) prepare and file with the Securities and Exchange Commission a
registration statement with respect to such Registrable Securities and use its
best efforts to cause such registration statement to become effective (provided
that before filing a registration statement or prospectus or any amendments or
supplements thereto, the Company shall furnish to the counsel selected by the
holders of two-thirds of the Registrable Securities covered by such registration
statement copies of all such documents proposed to be filed);
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(ii) prepare and file with the Securities and Exchange Commission such
amendments and supplements to such registration statement and the prospectus
used in connection therewith as may be necessary to keep such registration
statement effective for a period of not less than ninety days, or such shorter
period during which all Registrable Securities requested to be registered have
been sold, and comply with the provisions of the Securities Act with respect to
the disposition of all securities covered by such registration statement during
such period in accordance with the intended methods of disposition by the
sellers thereof set forth in such registration statement;
(iii) furnish to each seller of Registrable Securities such number of
copies of such registration statement, each amendment and supplement thereto,
the prospectus included in such registration statement (including each
preliminary prospectus), and such other documents as such seller may reasonably
request in order to facilitate the disposition of the Registrable Securities
owned by such seller;
(iv) use its best efforts to register or qualify such Registrable
Securities under such other securities or blue sky laws of such jurisdictions as
the managing underwriter reasonably requests and do any and all other acts and
things which may be reasonably necessary or advisable to enable such seller to
consummate the disposition in such jurisdictions of the Registrable Securities
owned by such seller (provided that the Company shall not be required to (a)
qualify generally to do business in any jurisdiction where it would not
otherwise be required to qualify but for this subsection, (b) subject itself to
taxation in any such jurisdiction or (c) consent to general service of process
in any such jurisdiction);
(v) notify each seller of such Registrable Securities, at any time when
a prospectus relating thereto is required to be delivered under the Securities
Act, of the happening of any event as a result of which the prospectus included
in such registration statement contains an untrue statement of a material fact
or omits any fact necessary to make the statements therein not misleading, and,
at the request of any such seller, the Company shall prepare a supplement or
amendment to such prospectus so that, as thereafter delivered to the purchasers
of such Registrable Securities, such prospectus shall not contain an untrue
statement of a material fact or omit to state any fact necessary to make the
statements therein not misleading;
(vi) cause all such Registrable Securities to be listed on each
securities exchange on which similar securities issued by the Company are then
listed and, if not so listed, to be listed on the NASDAQ national market system;
(vii) provide a transfer agent and registrar for all such Registrable
Securities not later than the effective date of such registration statement;
(viii) enter into such customary agreements (including underwriting
agreements in customary form) and take all such other actions as the holders of
two-thirds of the Registrable Securities being sold or the underwriters, if any,
reasonably request in order to expedite or facilitate the disposition of such
Registrable Securities (including, without limitation, effecting a stock split
or a combination of shares);
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(ix) make available for inspection by any seller of Registrable
Securities, any underwriter participating in such registration statement, and
any attorney, accountant or other agent retained by any such seller or
underwriter, all financial and other records, pertinent corporate documents and
properties of the Company, and cause the Company's officers, directors,
employees and independent accountants to supply all information reasonably
requested by any such seller, underwriter, attorney, accountant or agent in
connection with such registration statement;
(x) otherwise use its best efforts to comply with all applicable rules
and regulations of the Securities and Exchange Commission;
(xi) permit any holder of Registrable Securities which holder, in its
sole and exclusive judgment, might be deemed to be an underwriter or a
controlling person of the Company, to participate in the preparation of such
registration or comparable statement and to require the insertion therein of
material, furnished to the Company in writing, which in the reasonable judgment
of such holder and its counsel should be included;
(xii) obtain a cold comfort letter from the Company's independent public
accountants in customary form covering such matters of the type customarily
covered by such cold comfort letters addressed to the sellers of Registrable
Securities;
(xiii) in the event of the issuance of any stop order suspending the
effectiveness of a registration statement, or of any order suspending or
preventing the use of any related prospectus or suspending the qualification of
any common stock included in such registration statement for sale in any
jurisdiction, the Company shall use its reasonable best efforts promptly to
obtain the withdrawal of such order; and
(xiv) during the period when the prospectus is required to be delivered
under the Securities Act, promptly file all documents required to be filed with
the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act.
4.2. Controlling Stockholders' Rights.
If any such registration statement refers to any holder by name or
otherwise as the holder of any securities of the Company and if in its sole and
exclusive judgment, such holder is or might be deemed to be a controlling person
of the Company, such holder shall have the right to require: (i) the insertion
therein of language, in form and substance satisfactory to such holder and
presented to the Company in writing, to the effect that the holding by such
holder of such securities is not to be construed as a recommendation by such
holder of the investment quality of the Company's securities covered thereby and
that such holding does not imply that such holder shall assist in meeting any
future financial requirements of the Company; or (ii) in the event that such
reference to such holder by name or otherwise is not required by the Securities
Act or any similar federal statute then in force, the deletion of the reference
to such holder; provided that with respect to this clause (ii) such holder shall
furnish to the Company an opinion of counsel to such effect, which opinion and
counsel shall be reasonably satisfactory to the Company.
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5. REGISTRATION EXPENSES.
5.1. Company Expenses.
All expenses incident to the Company's performance of the Demand
Registrations (whether Long-Form or Short-Form Registrations) and Piggyback
Registrations to which the Investor is entitled hereunder, shall be borne by the
Company. The foregoing expenses shall include, without limitation, all
registration and filing fees, fees and expenses of compliance with securities or
blue sky laws, printing expenses, messenger and delivery expenses, and fees and
disbursements of counsel for the Company and all independent certified public
accountants, underwriters (excluding discounts and commissions) and other
Persons retained by the Company (all such expenses being herein called
"Registration Expenses"). The Company shall also pay its internal expenses
(including, without limitation, all salaries and expenses of its officers and
employees performing legal or accounting duties), the expense of any annual
audit or quarterly review, the expense of any liability insurance, and the
expenses and fees for listing the securities to be registered on each securities
exchange on which similar securities issued by the Company are then listed or on
the NASDAQ national market system.
5.2. Counsel Fees.
With respect to the Demand Registrations and the Piggyback
Registrations to which the Investor is entitled hereunder, the Company shall
reimburse the holders of Registrable Securities covered by such registration for
the reasonable fees and disbursements of one counsel for, and chosen by, the
holder or holders of Registrable Securities participating in such registration.
Notwithstanding the foregoing, the Company shall not be required to pay for any
Registration Expenses if such registration is subsequently withdrawn at any time
at the request of the holders of two-thirds of the Registrable Securities to be
registered (in which case all participant holders shall bear such expenses on a
pro rata basis).
5.3. Underwriting Discounts and Commissions.
Each holder of Registrable Securities participating in any
registration shall bear its proportionate share (in relation to the number of
shares included in such registered offering as compared to the number of
Registrable Securities of such holder included in such registered offering) of
all underwriting discounts and commissions.
6. INDEMNIFICATION.
6.1. Company Indemnification.
The Company agrees to indemnify, to the extent permitted by law, each
holder of Registrable Securities, its officers and directors and each Person who
controls such holder (within the meaning of the Securities Act or the Securities
Exchange Act) against all losses, claims, damages, liabilities and expenses
caused by (i) any untrue or alleged untrue statement of material fact contained
in any registration statement, prospectus or preliminary prospectus or any
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amendment thereof or supplement thereto or any omission or alleged omission of a
material fact required to be stated therein or necessary to make the statements
therein not misleading, except insofar as the same are caused by or contained in
any information furnished in writing to the Company by such holder expressly for
use therein or by such holder's failure to deliver a copy of the registration
statement or prospectus or any amendments or supplements thereto after the
Company has furnished such holder with a sufficient number of copies of the
same, or (ii) any violation by the Company of the Securities Act, any state
securities or "blue sky" laws or any rule or regulation thereunder in connection
with such registration. In connection with any underwritten offering, the
Company shall indemnify such underwriters, their officers and directors and each
Person who controls such underwriters (within the meaning of the Securities Act)
to the same extent as provided above with respect to the indemnification of the
holders of Registrable Securities.
6.2. Holder Indemnification.
In connection with any registration statement in which a holder of
Registrable Securities is participating, each such holder shall furnish to the
Company in writing such information and affidavits as the Company reasonably
requests for use in connection with any such registration statement or
prospectus and, to the extent permitted by law, shall indemnify the Company, its
directors and officers and each Person who controls the Company (within the
meaning of the Securities Act or the Securities Exchange Act) against any
losses, claims, damages, liabilities and expenses resulting from any untrue or
alleged untrue statement of material fact contained in the registration
statement, prospectus or preliminary prospectus or any amendment thereof or
supplement thereto or any omission or alleged omission of a material fact
required to be stated therein or necessary to make the statements therein not
misleading, but only to the extent that such untrue statement or omission is
contained in any information or affidavit so furnished in writing by such
holder; provided that the obligation to indemnify shall be individual to each
holder and shall be limited to the net amount of proceeds received by such
holder from the sale of Registrable Securities pursuant to such registration
statement.
6.3. Indemnification Procedures.
Any Person entitled to indemnification under this Section 6 shall:
(i) give prompt written notice to the indemnifying party of any claim with
respect to which such Person seeks indemnification, but the failure to do so
shall not relieve the indemnifying party from any liability, except to the
extent it is actually prejudiced by the failure or delay in giving such notice;
and (ii) unless in such indemnified party's reasonable judgment a conflict of
interest between such indemnified and indemnifying parties may exist with
respect to such claim, permit such indemnifying party to assume the defense of
such claim with counsel reasonably satisfactory to the indemnified party. If
such defense is assumed, the indemnifying party shall not be subject to any
liability for any settlement made by the indemnified party without its consent
(but such consent shall not be unreasonably withheld). An indemnifying party who
is not entitled to, or elects not to, assume the defense of a claim shall not be
obligated to pay the fees and expenses of more than one counsel for all parties
indemnified by such indemnifying party with respect to
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such claim, unless in the reasonable judgment of any indemnified party a
conflict of interest may exist between such indemnified party and any other of
such indemnified parties with respect to such claim.
6.4. Survival and Contribution.
The indemnification provided for under this Section 6 shall remain in
full force and effect regardless of any investigation made by or on behalf of
the indemnified party or any officer, director or controlling Person of such
indemnified party and shall survive the transfer of securities. The Company also
agrees to make such provisions, as are reasonably requested by any indemnified
party, for contribution to such party in the event the Company's indemnification
is unavailable for any reason.
7. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS.
No Person may participate in any registration hereunder which is
underwritten unless such Person: (i) agrees to sell such Person's securities on
the basis provided in any underwriting arrangements approved by the Person or
Persons entitled hereunder to approve such arrangements; and (ii) completes and
executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents required under the terms of such underwriting
arrangements.
8. RULE 144 COVENANTS.
After the closing of the first sale of securities of the Company pursuant
to a registration statement, the Company agrees to:
(i) make and keep public information available, as those terms are
understood and defined in Rule 144;
(ii) use its best efforts to file with the Securities and Exchange
Commission in a timely manner all reports and other documents required of the
Company to be filed under the Securities Exchange Act (at any time after it has
become subject to such reporting requirements); and
(iii) furnish to any holder of Registrable Securities, upon request: (A)
a written statement by the Company as to its compliance with the reporting
requirements of Rule 144 (at any time after 90 days following the close of the
first sale of securities by the Company pursuant to a registration statement),
and of the Securities Act and the Securities Exchange Act (at any time after it
has become subject to such reporting requirement); (B) a copy of the most recent
annual or quarterly report of the Company; and (C) such other reports and
documents of the Company as such holder may reasonably request to avail itself
of any similar rule or regulation of the Securities and Exchange Commission
allowing it to sell any such securities without registration.
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9. DEFINITIONS.
"Demand Registration" shall have the meaning assigned to it in Section 1.1
hereof.
"Long-Form Registration" has the meaning assigned to it in Section 1.1
hereof.
"Person" means an individual, a partnership, a corporation, an association,
a joint stock company, a trust, a joint venture, a limited liability company, an
unincorporated organization and a governmental entity or any department, agency,
or political subdivision thereof.
"Piggyback Registration" shall have the meaning assigned to it in Section
2.1 hereof.
"Registrable Securities" means: (i) any Warrant Shares issuable or issued
upon the exercise of the Common Stock Purchase Warrant dated as of the date
hereof issued to the Investor, (ii) any Common Stock issued or issuable with
respect to the securities referred to in clause (i) by way of a stock dividend
or stock split or in connection with a combination of shares, recapitalization,
merger, consolidation or other reorganization; and (iii) any of the securities
referred to in clauses (i) and (ii) held by a Person to whom the Investor has
directly transferred at least 25% of such securities. As to any particular
Registrable Securities, such securities shall no longer be Registrable
Securities (a) if further transferred by such transferee, (b) if transferred by
the Investor to a transferee that does not acquire at least 25% of the
securities referred to in clauses (i) and (ii) above, or (c) after they become
freely transferable under Rule 144 of the Securities Act. For purposes of this
Agreement, a Person shall be deemed to be a holder of Registrable Securities
whenever such Person has the right to acquire directly or indirectly such
Registrable Securities (upon conversion or exercise, in connection with a
transfer of securities or otherwise, but disregarding any restrictions or
limitations upon the exercise of such right), whether or not such acquisition
has actually been effected. Notwithstanding the foregoing, prior to
effectiveness of any registration of any Registrable Securities in any
registered offering, the holder thereof, if requested or required by the
managing underwriter, shall exercise all conversion rights or rights under
warrants so that the Registrable Securities included in such offering include
only shares of Common Stock.
"Rule 144" means Rule 144 promulgated by the Securities and Exchange
Commission under the Securities Act as such rule may be amended from time to
time, or any similar rule then in force.
"Securities Act" means the Securities Act of 1933, as amended, or any
similar federal law then in force.
"Securities Exchange Act" means the Securities Exchange Act of 1934, as
amended, or any similar federal law then in force.
"Securities and Exchange Commission" means the United States Securities and
Exchange Commission or any governmental body or agency succeeding to the
functions thereof.
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"Short-Form Registration" shall have the meaning assigned to it in Section
1.1 hereof.
10. MISCELLANEOUS.
10.1. No Inconsistent Agreements.
The Company shall not hereafter enter into any agreement with
respect to its securities which is inconsistent with or violates the rights
granted to the holders of Registrable Securities in this Agreement.
10.2. Adjustments Affecting Registrable Securities.
The Company shall not take any action, or permit any change to
occur, with respect to its securities which would materially and adversely
affect the ability of the holders of Registrable Securities to include such
Registrable Securities in a registration undertaken pursuant to this Agreement
or which would materially and adversely affect the marketability of such
Registrable Securities in any such registration (including, without limitation,
effecting a stock split or a combination of shares).
10.3. Remedies.
Any Person having rights under any provision of this Agreement shall
be entitled to enforce such rights specifically to recover damages caused by
reason of any breach of any provision of this Agreement and to exercise all
other rights granted by law. The parties hereto agree and acknowledge that money
damages may not be an adequate remedy for any breach of the provisions of this
Agreement and that any party may in its sole discretion apply to any court of
law or equity of competent jurisdiction (without posting any bond or other
security) for specific performance and for other injunctive relief in order to
enforce or prevent violation of the provisions of this Agreement.
10.4. Amendments and Waivers.
Except as otherwise provided herein, the provisions of this
Agreement may be amended or waived only upon the prior written consent of the
Company and holders of at least two-thirds of the Registrable Securities.
10.5. Successors and Assigns.
All covenants and agreements in this Agreement by or on behalf of
any of the parties hereto shall bind and inure to the benefit of the respective
successors and assigns of the parties hereto whether so expressed or not. In
addition, whether or not any express assignment has been made, the provisions of
this Agreement which are for the benefit of purchasers or holders of Registrable
Securities are also for the benefit of, and enforceable by, any subsequent
holder of Registrable Securities.
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10.6. Severability.
Whenever possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be prohibited by or invalid
under applicable law, such provision shall be ineffective only to the extent of
such prohibition or invalidity, without invalidating the remainder of this
Agreement.
10.7. Counterparts.
This Agreement may be executed simultaneously in two or more
counterparts, any one of which need not contain the signatures of more than one
party, but all such counterparts taken together shall constitute one and the
same Agreement.
10.8. Descriptive Headings.
The descriptive headings of this Agreement are inserted for
convenience only and do not constitute a part of this Agreement.
10.9. Governing Law.
The corporate law of Delaware shall govern all issues concerning the
relative rights of the Company and its stockholders and all other questions
concerning the construction, validity and interpretation of this Agreement.
10.10 Notices.
All notices, demands or other communications to be given or
delivered under or by reason of the provisions of this Agreement shall be in
writing and shall be deemed to have been given when delivered personally to the
recipient, sent to the recipient by reputable express courier service (charges
prepaid) or mailed to the recipient by certified or registered mail, return
receipt requested and postage prepaid. Such notices, demands and other
communications shall be sent to the parties at the address indicated below:
If to the Company: Opinion Research Corporation. Fax: (908) 281-5105
23 Orchard Road
Skillman, NJ 08542
Attention: Chief Executive Officer
with a copy to: Wolf, Block, Schorr and Solis- Fax: (215) 977-2740
Cohen LLP
1650 Arch Street
Philadelphia, PA 19103
Attention: David Gitlin
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If to the Investor: Allied Capital Corporation Fax: (202) 659-2053
1919 Pennsylvania Avenue, NW
Washington, DC 20006-3434
Attention: Thomas H. Westbrook
with a copy to: Piper & Marbury L.L.P. Fax: (202) 223-2085
1200 19/th/ Street, NW, 8/th/ Floor
Washington, D.C. 20036
Attention: Anthony H. Rickert
or to such other address or to the attention of such other person as the
recipient party has specified by prior written notice to the sending party.
Signatures on following pages
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
ATTEST: COMPANY:
OPINION RESEARCH CORPORATION
By: /s/ Douglas L. Cox By: /s/ John F. Short (SEAL)
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Douglas L. Cox, Secretary Name: John F. Short
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Title: President
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INVESTOR:
ALLIED CAPITAL CORPORATION
By: /s/ Kristine M. Lansing By: /s/ Thomas H. Westbrook (SEAL)
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Assistant Secretary Name: Thomas H. Westbrook
----------------------
Title: Principal
---------------------
ALLIED INVESTMENT CORPORATION
By: /s/ Kristine M. Lansing By: /s/ Thomas H.Westbrook (SEAL)
------------------------------ ---------------------------
Assistant Secretary Name: Thomas H. Westbrook
----------------------
Title: Principal
---------------------
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