EXHIBIT 99.2
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is
entered into as of December 16, 2003, by and among OUTDOOR CHANNEL HOLDINGS,
INC., an Alaska corporation (the "Company"), and Xxxxxxx X. Xxxxxxx XX
("Xxxxxxx").
RECITALS
A. The Company and Xxxxxxx are parties to that certain Confidential
Severance Agreement and General Release dated on or about the date hereof (the
"Severance Agreement"). Unless otherwise defined herein, capitalized terms used
in this Agreement shall have the meanings set forth in the Severance Agreement.
B. As of the date of this Agreement, Xxxxxxx owns three hundred
eighty-one thousand five hundred fifty (381,550) issued and outstanding shares
of Common Stock of the Company (the "Shares") (excluding the Holdings Deferred
Shares and Channel Deferred Shares which are not covered by this Agreement, and
including 20,000 shares of Holdings common stock to be transferred from Musk Ox
Investments L.P. to Xxxxxxx);
C. Pursuant to the Severance Agreement, the Company and Xxxxxxx agreed
to enter into this Agreement.
In consideration of the mutual promises, representations,
warranties, covenants and conditions set forth herein and in the Severance
Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto mutually agree
as follows:
1. DEFINITIONS. As used in this Agreement, the following terms shall
have the following respective meanings:
"1933 Act" or the "Act" shall mean the United States
Securities Act of 1933, as amended, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect from time to time.
"Commission" or "SEC" shall mean the United States Securities
and Exchange Commission.
"Common Stock" shall mean the voting shares, $.02 par value
per share, of the Company.
"Register," "registered," and "registration" refer to a
registration effected by preparing and filing a registration statement with the
SEC in compliance with the 1933 Act, and the declaration or ordering of
effectiveness of such registration statement.
"Registrable Securities" shall mean (i) the Shares, and (ii)
any securities issued by the Company upon a split or recapitalization with
respect to the Shares. As to any particular securities, such securities shall
cease to be Registrable Securities when (a) a registration statement covering
such securities shall have become effective under the Act, (b) such securities
shall have been sold or transferred by Xxxxxxx to any person or entity or such
securities may be sold in any three month period pursuant to Rule 144 or
otherwise pursuant to Rule 144(k) (or any successor provisions) under the Act,
or (c) such securities shall have ceased to be outstanding.
2. REGISTRATION RIGHTS.
2.1 PIGGY-BACK REGISTRATION RIGHTS.
2.1.1 PROPOSED REGISTRATION. Subject to all of the
terms and conditions contained in this Agreement, if, prior to the earlier of:
(i) ninety (90) days following the date that the Company qualifies to use Form
S-3 Registration (as defined herein) for sales by selling shareholders (or if on
the date that the Company qualifies to use Form S-3 Registration the market
stand-off period as set forth in Section 4 below is in effect, then upon the
expiration of such market stand-off period) or (ii) December 31, 2004, (or if
the Company does not complete a Proposed Registration (as defined below) before
December 31, 2004, then December 31, 2005), the Company proposes to register in
an underwritten public offering any Common Stock for its own account under the
1933 Act by registration on Form X-0, X-0 or S-3 or any successor or similar
form(s) (a "Proposed Registration") (except registrations on any such form or
similar form(s) for registration of securities in connection with an employee
benefit plan, stock incentive or dividend reinvestment plan or a merger,
acquisition or consolidation or incidental to an issuance of securities under
Rule 144A under the 0000 Xxx):
(a) the Company will give written notice to
Xxxxxxx of its intention to file a Proposed Registration, and
(b) upon the written request of Xxxxxxx
(which request shall specify the maximum number of Registrable Securities
intended to be disposed of by Xxxxxxx), made as promptly as practicable and in
any event within ten (10) days after notice from the Company as specified in
Subparagraph (a) above (the "Xxxxxxx Request"), the Company shall use
commercially reasonable efforts to include in the Proposed Registration all or a
portion of the Registrable Securities as set forth in the Xxxxxxx Request.
Failure by Xxxxxxx to timely deliver to the Company the Xxxxxxx Request shall
constitute a waiver by Xxxxxxx of any right under this Agreement to include any
Registrable Securities in the Proposed Registration.
Xxxxxxx'x right to have Registrable Securities included in a
Proposed Registration shall terminate following Xxxxxxx'x failure to timely
deliver any Xxxxxxx Request. Thereafter, Xxxxxxx shall have no right with regard
to any subsequently Proposed Registrations. Xxxxxxx'x right to have Registrable
Securities included in a Proposed Registration shall only apply to the first
Proposed Registration by the Company which occurs after the date hereof and
prior to the termination of such rights as provided for in the first sentence in
this Section 2.1.1. If no Proposed Registration occurs prior to such date, then
the piggy-back registration rights contained in this Section 2.1 shall
terminate.
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2.1.2 UNDERWRITER'S CUTBACK. If, in the judgment of
the managing underwriter of the Proposed Registration, the inclusion of any or
all of Xxxxxxx'x Registrable Securities requested to be registered pursuant to
this Section 2.1 would adversely or negatively impact the Proposed Registration,
the number of Registrable Securities to be included shall be reduced by an
amount to be decided in the discretion of the managing underwriter and
securities offered for sale by the Company for its own account shall have first
priority; provided, however, if securities offered for sale by selling
shareholders other than the Company are included in the Proposed Registration,
then the number of Xxxxxxx'x Registrable Securities to be so included shall be
the greater of (i) Xxxxxxx'x PRO RATA share among Xxxxxxx and the other selling
shareholders whose shares are included in such offering according to the total
amount of securities then held by such individuals who desire to participate in
the offering (or such other proportions as shall be mutually agreed upon by the
Company and the other selling shareholders) or (ii) fifty thousand (50,000)
Registrable Shares (as adjusted for stock splits, stock dividends or
recapitalizations).
2.1.3 FURTHER REQUIREMENTS. The underwriter in any
Proposed Registration will be selected by the Company and the right of Xxxxxxx
to include his Registrable Securities in such registration shall be conditioned
upon Xxxxxxx'x acceptance of the terms of the underwriting as agreed upon
between the Company and the underwriters selected by the Company. If the total
amount of securities, including Xxxxxxx'x Registrable Securities requested to be
included in such offering, exceeds the number of securities that the Company, in
its discretion, determines to be compatible with the success of the offering,
then securities offered for sale by the Company for its account shall have the
first priority. The Company shall be required to include in the offering only
that number of Registrable Securities which the Company determines will not
adversely or negatively impact the offering and the Company shall have the
right, in its sole and absolute discretion, to reduce the size of the offering
and withhold from the offering any Registrable Securities it deems necessary or
advisable; provided, however, that with regard to securities offered for sale by
selling shareholders other than the Company (if any), the number of Xxxxxxx'x
Registrable Securities to be so included shall be the greater of (i) Xxxxxxx'x
PRO RATA share among Xxxxxxx and the other selling shareholders whose shares are
included in such offering according to the total amount of securities then held
by such individuals who desire to participate in the offering (or such other
proportions as shall be mutually agreed upon by the Company and the other
selling shareholders) or (ii) fifty thousand (50,000) Registrable Shares (as
adjusted for stock splits, stock dividends or recapitalizations). If requested
by the Company or the Underwriter, Xxxxxxx agrees to deliver in advance of the
effectiveness of the Proposed Registration the certificates evidencing the
Registrable Securities which Xxxxxxx desires in the Proposed Registration, which
certificates shall be held in escrow pending the closing of the offering.
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2.1.4 WITHDRAW. Xxxxxxx shall have the right to
withdraw his request for inclusion of his Registrable Securities in any
registration statement by giving notice to the Company prior to ten (10) days
before the expected effectiveness of such registration statement. The Company
may decline to file any registration statement after giving notice to Xxxxxxx of
its intentions to file such registration statement or may withdraw a
registration statement after filing and after such notice. Such withdrawal by
the Company shall not require the consent of Xxxxxxx.
2.2 FORM S-3 REGISTRATION.
2.2.1 REQUEST FOR REGISTRATION. Subject to all of the
terms and conditions contained in this Agreement, commencing (a) the later of
(i) January 1, 2005 (or if applicable, the expiration any then-effective market
stand-off period set forth in Section 4 below) or (ii) ninety (90) days
following the date that the Company qualifies to use Form S-3 Registration (or
if applicable, the expiration any then-effective market stand-off period set
forth in Section 4 below), and ending (b) the earlier of (i) December 31, 2005
in the case of 2.2.1(a)(i) above (or, if applicable, extended on a day-by-day
basis for each day after January 1, 2005 if commencement under 2.2.1(a)(i) is
delayed as a result of any then-effective market standoff period) or (ii) twelve
(12) months following the date the Company qualifies to use Form S-3
Registration (or if applicable, the expiration of the market stand-off period in
the case of 2.2.1(a)(ii) above) (such period of time is referred to as the "S-3
Registration Period") and provided that, at such time the Company is eligible to
use a registration statement on Form S-3 (or any successor short form
registration statement) for registration of secondary sales of securities, then
Xxxxxxx may request in writing (the "Form S-3 Request") that the Company
register all or a portion of Xxxxxxx'x Registrable Securities on such form (a
"Form S-3 Registration"), and the Company shall reasonably promptly take
reasonable actions to effect such Form S-3 Registration in accordance with this
Agreement. The Company shall not, however, be obligated to effect any Form S-3
Registration under this Section 2.2: if (i) Form S-3 (or any successor short
form registration statement) is not available for such offering by Xxxxxxx; (ii)
Xxxxxxx proposes to sell Registrable Securities at an aggregate anticipated
price to the public of less than One Million Five Hundred Thousand Dollars
($1,500,000); or (iii) the Company has already effected a Form S-3 registration
for Xxxxxxx pursuant to this Section 2.2.
Xxxxxxx agrees to comply with all prospectus delivery
requirements in connection with any resales of securities by Xxxxxxx pursuant to
the Form S-3 Registration. Xxxxxxx shall be limited to one Form S-3 Registration
pursuant to this Section 2.2. Notwithstanding this Section 2.2.1, in no event
will the S-3 Registration Period extend beyond March 31, 2006 unless such
extension is a result of the last sentence of Section 2.2.2 below.
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2.2.2 DEFERRAL BY COMPANY. Notwithstanding anything
in this Agreement to the contrary, the Company shall not be obligated to
prepare, file and cause to become effective pursuant to this Section 2.2 a
registration statement if the Company furnishes to Xxxxxxx a certificate signed
by an officer of the Company stating that in the reasonable judgment of the
Board of Directors of the Company it would be detrimental to the Company and/or
its shareholders for the Company to comply with the requested Form S-3
Registration, and it is, therefore, advisable to defer the filing of the
registration statement relating thereto. Any deferral by the Company shall be
for a period of not more than ninety (90) days after the Company's receipt of
Xxxxxxx'x Form S-3 Request; provided, however, that the Company may not exercise
this right more than two consecutive times with respect to any Form S-3
Registration during any twelve (12) month period. Any requested Form S-3
Registration which is deferred by virtue of this Section 2.2.2 and not
ultimately effected by the Company, shall not be deemed to be requested
registration for purposes of the limitation to one Form S-3 Registration
provided for above. The period of any such deferral(s) by the Company shall be
added to the S-3 Registration Period.
2.2.3 SUSPENSION PERIOD. Following the effectiveness
of any registration effected pursuant to this Agreement, the Company may, at any
time, suspend the effectiveness of such registration for up to sixty (60) days
("Suspension Period") by giving notice to Xxxxxxx, if the Company shall have
determined that the Company may be required to disclose any material corporate
development, which disclosure may have a material adverse effect on the Company.
Xxxxxxx agrees, upon receipt of any notice from the Company of a Suspension
Period, that Xxxxxxx shall forthwith discontinue any sales of shares covered by
the registration until advised in writing by the Company that Xxxxxxx may
continue such sales.
2.2.4 LENGTH OF EFFECTIVENESS. In the case of any
registration effected by the Company pursuant to this Section 2.2, the Company
will use its best efforts to keep such registration effective until the earlier
of (i) nine (9) months from the date it is declared effective by the Commission;
provided, however, that if the Company has suspended sales under the
Registration Statement pursuant to Section 2.2.3 above, such period shall be
extended by the length of time of such Suspension Period(s) (ii) such date as
all of the Registrable Securities covered by the registration have been sold, or
(iii) such time as the Registrable Securities held by Xxxxxxx can be sold within
a given three-month period without compliance with the registration requirements
of the 1933 Act pursuant Rule 144.
2.3 DELAY OF REGISTRATION. Xxxxxxx shall not have the right to
obtain or seek an injunction restraining or otherwise delaying any registration
as a result of any controversy that might arise with respect to the
interpretation or implementation of this Agreement.
2.4 FURNISH INFORMATION. It shall be a condition precedent to
the obligations of the Company to take any action pursuant to this Section 2
with respect to the Registrable Securities of Xxxxxxx that (i) Xxxxxxx furnish
to the Company such information regarding himself, the Registrable Securities
held by him, or otherwise as may be necessary or advisable and (ii) Xxxxxxx
cooperate with the Company and its Counsel in connection with such registration.
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2.5 OTHER REGISTRATION RIGHTS. Nothing in this Agreement shall
prevent the Company from granting registration rights to others, including
rights which are superior to the rights contained in this Agreement; provided,
however, that the Company will not grant to either Xxxxx Xxxxxx or Xxxxxx Xxxxxx
piggy-back registration rights (the "Massies' Rights") superior to those of
Xxxxxxx in Section 2.1 above which have the effect of subordinating to the
Massies' Rights Xxxxxxx'x rights to include the greater of Xxxxxxx'x PRO RATA
share of Registrable Securities or fifty thousand (50,000) Registrable Shares
(as adjusted for stock splits, stock dividends or recapitalizations) as provided
for in Sections 2.1.2 and 2.1.3 if securities are offered for sale by other
selling shareholders. Xxxxxxx agrees and acknowledges that any rights he has
under this Agreement shall be subject to the rights of holders with registration
rights which have priority over those granted to Xxxxxxx.
2.6 TERMINATION OF REGISTRATION RIGHTS. Xxxxxxx shall not be
entitled to exercise any right provided for in this Section 2 if Registrable
Securities can be sold in any three (3)-month period without registration in
compliance with Rule 144 of the Act, or otherwise under Rule 144(k) of the Act.
Xxxxxxx'x rights under this Section 2 shall terminate at such time as he ceases
to be the owner of more than three percent (3%) of the outstanding voting
securities of the Company or at such time as the Company is not the surviving
entity in connection with any merger, acquisition or consolidation or the
Company shall sell all or substantially all of its assets or otherwise proceed
with a liquidation and winding up of its business.
3. REGISTRATION PROCEDURES. If and whenever the Company is required to
include Registrable Securities in a registration pursuant to this Agreement, the
Company will:
3.1 cause, all such Registrable Securities registered pursuant
to such registration statement to be listed on each securities exchange on which
similar securities issued by the Company are then listed;
3.2 provide a transfer agent and registrar for all Registrable
Securities registered pursuant hereunder and a CUSIP number for all such
Registrable Securities, in each case not later than the effective date of such
registration;
3.3 in the case of a Form S-3 Registration, prepare and file
with the Commission a registration statement with respect to Registrable
Securities requested to be included therein (Xxxxxxx acknowledges, however, that
if such request is made prior to the filing by the Company of its Form 10-K for
2004, then such Form S-3 Registration will not be required to be declared
effective by the SEC until after such Form 10-K by the Company has been filed as
long as such Form 10-K is timely filed);
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3.4 with respect to a Form S-3 Registration, prepare and file
with the Commission such amendments and supplements to such registration
statement and prospectus used in connection with such registration as may be
reasonably necessary to comply with the provisions of the Act with respect to
the disposition of the securities covered by such registration statement; and
3.5 notify Xxxxxxx to the extent any of the Xxxxxxx'x
Registrable Securities are covered by registration statements at any time when a
prospectus is required to be delivered under the Act of the happening of any
event as a result of which the prospectus included in such registration
statement, as then in effect, includes an untrue statement of material fact or
omits to state a material fact required to be stated therein or necessary to
make the statements therein not misleading in a light the circumstances then
existing.
4. MARKET STAND-OFF. Xxxxxxx hereby agrees that, upon request by the
Company in connection with any firmly underwritten registered public offering by
the Company (whether or not Registrable Securities are included in such
offering), for a period commencing on the date of the filing of a registration
statement and ending one hundred eighty (180) days following the effective date
of such registration statement, he will not, directly or indirectly, effect any
sale, offer to sell, hedge, pledge, make any short sale, or distribution (or
enter into any agreement to do any of the foregoing) of any Common Stock or any
securities similar to those being registered by the Company, or any securities
convertible into or exchangeable or exercisable for such securities, including a
sale pursuant to Rule 144 or 144A under the Act, except for sales included as
part of such registered public offering. Notwithstanding the previous sentence,
Xxxxxxx shall be entitled to sell up to one hundred thousand (100,000) shares of
Common Stock between the date of this Agreement and prior to April 15, 2004
(provided, however, that no more than twenty-five thousand (25,000) of such
shares shall be sold between March 15, 2004 and April 15, 2004 in the
over-the-counter market, Nasdaq or other market or exchange where the Common
Stock is then publicly traded or listed) and, if prior to December 31, 2004 a
"Taxable Event" (as defined in the next sentence) occurs, then Xxxxxxx shall
further be entitled to sell prior to January 15, 2005 such additional shares of
Common Stock as necessary to pay the option exercise price required to be paid
with any exercise by Xxxxxxx of the Channel Option Agreement upon the occurrence
of the Taxable Event described in clause (ii) below and to satisfy Xxxxxxx'x tax
liability arising out of a Taxable Event. For purposes of the preceding
sentence, the following events are referred to herein as a "Taxable Event": (i)
the Company closes a merger with, or other acquisition of, the Channel (the
"Channel Merger") which results in a taxable exchange to Xxxxxxx of Xxxxxxx'x
shares of Channel common stock and Xxxxxxx'x Channel Option Agreement into
shares of Common Stock and options to purchase shares of Common Stock,
respectively, or (ii) in connection with a Channel Merger, the terms of the
applicable merger agreement provide that Xxxxxxx'x Channel Option Agreement is
to be terminated at the effectiveness of the Channel Merger and, as a result
such option would lapse unless exercised prior to the effectiveness of the
Channel Merger. In addition, and subject to the exception contained two
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sentences above, Xxxxxxx hereby agrees to enter into a customary "lock-up"
agreement and to execute any ancillary agreements which the underwriter or
underwriters may request pursuant to which Xxxxxxx shall agree not to, directly
or indirectly, sell, pledge, hedge, make a short sale, distribute (or enter into
any agreement to do any of the foregoing), any Common Stock or any securities
similar to those being registered by the Company, or any securities convertible
into or exchangeable or exercisable for such securities, including a sale
pursuant to Rule 144 or 144A under the Act for the same length of time as
required of Xxxxx Xxxxxx and Xxxxxx Xxxxxx (excluding sales included as part of
such offering). In order to enforce the foregoing covenants, the Company may
impose appropriate stop-transfer instructions with respect to the shares of
Common Stock held by Xxxxxxx.
5. REGISTRATION EXPENSES; INFORMATION. The Company shall pay all
expenses incurred by the Company in complying with Section 2 hereof, including
without limitation, all registration and filing fees, printing expenses, fees
and disbursements of counsel and independent public accountants for the Company,
transfer taxes, fees of transfer agents and registrars. Xxxxxxx shall bear his
own selling costs, commissions, underwriters' discounts, and other expenses in
connection with any registration required by Section 2, including, but not
limited to, expenses and fees of counsel for Xxxxxxx. In addition, Xxxxxxx
covenants and agrees to provide the Company with such correct factual
information as may be requested by the Company in order for the Company to
prepare any of its reports, proxy statements and filings which the Company may
make in connection with the Act or the Securities Exchange Act of 1934. Xxxxxxx
agrees to truthfully complete any shareholder questionnaires regarding his
holdings as requested by the Company. To the extent that Xxxxxxx receives any
confidential information regarding the Company in connection with any Proposed
Registration or Form S-3 Registration, Xxxxxxx agrees to keep such information
confidential and not to disclose such information.
6. INDEMNIFICATION. In the event any Registrable Securities are
included in a registration statement:
6.1 DEFINITION OF VIOLATION. For purposes of this Section 6, a
"Violation" shall mean: (i) any untrue statement or alleged untrue statement of
a material fact contained in such registration statement, or final prospectus
contained therein or any amendments or supplements thereto, or (ii) the omission
or alleged omission to state therein a material fact to be stated therein, or
necessary to make the statements therein not misleading.
6.2 XXXXXXX INDEMNITY. In connection with any registration in
which Xxxxxxx'x Registrable Securities are included, Xxxxxxx will, to the extent
permitted by law, indemnify and hold harmless the Company, each of its
directors, each of its officers who has signed the registration statement, each
person who controls the Company (within the meaning of the 1933 Act), any
underwriter, and any controlling person of such underwriter against any losses
claims damages or liabilities (joint or several) to which any of the foregoing
persons may become subject under the 1933 Act, or other federal or state law
insofar as such losses, claims, damages or liabilities (or action with respect
thereto) arise out of or are based upon any Violation, to the extent that such
Violation occurs in reliance upon and in conformity with information furnished
by Xxxxxxx for use in connection with such registration.
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6.3 COMPANY INDEMNITY. In connection with any registration in
which Xxxxxxx'x Registrable Securities are included, the Company will, to the
extent permitted by law, indemnify and hold harmless Xxxxxxx, any underwriter,
and any controlling person of such underwriter against any losses claims damages
or liabilities (joint or several) to which any of the foregoing persons may
become subject under the 1933 Act, or other federal or state law insofar as such
losses, claims, damages or liabilities (or action with respect thereto) arise
out of or are based upon any Violation, to the extent that such Violation occurs
in reliance upon and in conformity with information furnished by the Company for
use in connection with such registration.
6.4 LIMITATIONS. If the indemnification provided for in this
Section 6 is held by a court of competent jurisdiction to be unavailable to an
indemnified party with respect to any losses, claims, damages or liabilities
referred to therein, then the indemnifying party, in lieu of indemnifying such
indemnified party hereunder, shall contribute to the amount paid or payable by
such indemnified party as result of such losses, claims, damages or liabilities
in such proportion as is appropriate to reflect the relative fault of the
indemnifying party on the one hand, and of the indemnified party on the other
hand, in connection with the statements or omissions that resulted in such
losses, claims, damages or liabilities as well as any other relevant equitable
considerations. The relative fault of the indemnifying party and of the
indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission to state a material fact related to information supplied by the
indemnifying party or by the indemnified party and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.
6.5 ADDITIONAL PROVISIONS. Notwithstanding the foregoing, to
the extent that the provisions on indemnification and contribution contained in
the underwriting agreement entered into in connection with the underwritten
public offering are in conflict with the foregoing provisions, the provisions in
the underwriting agreement shall control. The obligations of Xxxxxxx under this
Section 6 shall survive the completion of any offering of Registrable Securities
in a registration statement pursuant to this Agreement.
7. MISCELLANEOUS
7.1 GOVERNING LAW. This Agreement shall be governed by and
construed under the laws of California, without giving effect to the conflicts
of laws principles thereof.
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7.2 SUCCESSORS AND ASSIGNS. The terms and conditions of this
Agreement shall inure to the benefit of and be binding upon the respective
successors and permitted assigns of the parties hereto. In the event the Company
changes its domicile and reincorporates into another jurisdiction, then all
appropriate references to Common Stock, the Shares, and Registrable Securities,
shall be deemed to mean those equivalent securities issued in connection with
such reincorporation and the covenants and agreements shall continue in favor of
the surviving company and any holding company created in connection with such
reincorporation. This Agreement and the registration rights hereunder shall not
be assignable by Xxxxxxx, except that Xxxxxxx may assign this Agreement and the
rights hereunder by will or the laws of descent and distribution and the rights
hereunder may be exercised during the lifetime of Xxxxxxx only by Xxxxxxx.
7.3 SEVERABILITY. If any provisions of this Agreement, or the
application thereof, shall for any reason and to any extent be invalid or
unenforceable, the remainder of this Agreement and application of such provision
to other persons or circumstances shall be interpreted so as best to reasonably
effect the intent of the parties hereto. The parties further agree to replace
such void or unenforceable provision of this Agreement with a valid and
enforceable provision which will achieve, to the extent possible, the economic,
business and other purposes of the void or unenforceable provision.
7.4 ENTIRE AGREEMENT. This Agreement, and the documents
referenced herein and exhibits thereto, constitute the entire understanding and
agreement of the parties hereto with respect to the subject matter hereof and
thereof and supersede all prior and contemporaneous agreements or
understandings, inducements or conditions, express or implied, written or oral,
among the parties with respect hereto and thereto. The express terms hereof of
this Agreement control and supersede any course of performance or usage of the
trade inconsistent with any of the terms hereof.
7.5 AMENDMENT AND WAIVERS. Any term or provision of this
Agreement may be amended, and the observance of any term of this Agreement may
be waived (either generally or in a particular instance and either retroactively
or prospectively) only by a writing signed by the Company and Xxxxxxx.
7.6 NOTICES. All notices, requests, consents and other
communications required or permitted hereunder shall be in writing and shall be
personally delivered, sent via facsimile or commercial overnight courier or
mailed first-class postage prepaid, registered or certified mail,
If to the Company Outdoor Channel Holdings, Inc.
00000 Xxxxxxxx Xxxx Xxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxxxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxxx X. Xxxxxx
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with a copy to: Paul, Hastings, Xxxxxxxx & Xxxxxx LLP
000 Xxxx Xxxxxx Xxxxx, Xxxxxxxxxxx Xxxxx
Xxxxx Xxxx, Xxxxxxxxxx 00000-0000
Facsimile: (000) 000-0000
Attention: Xxxxxxx X. Xxxxx, Esq.
If to Xxxxxxx: To the address shown on the signature
page hereto, or to such other address
Xxxxxxx may specify by written notice to
the Company.
Such communications shall be deemed given and
effective when they are received by the addressee thereof, one (1) day after
being sent via confirmed facsimile or via commercial overnight courier; but if
sent by certified mail in the manner set forth above, they shall be deemed given
and effective three (3) days after being deposited in the United States mail.
Any party may change its address for such communications by giving notice
thereof to the other parties in conformity with this Section 7.6.
7.7 TITLES AND SUBTITLES. The titles and subtitles used in
this Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
7.8 COUNTERPARTS. This Agreement may be executed in any number
of counterparts, each of which shall be an original as against any party whose
signature appears thereon, and all of which together shall constitute one and
the same instrument.
7.9 BREACH BY XXXXXXX. A material breach by Xxxxxxx under the
Severance Agreement or any exhibit thereto shall be deemed to be a material
breach by Xxxxxxx under this Agreement and shall entitle the Company to refuse
to register Xxxxxxx'x Registrable Securities. Likewise, a material breach by
Xxxxxxx under this Agreement shall be deemed to be a material breach by Xxxxxxx
under the Severance Agreement.
7.10 ARBITRATION. Any dispute regarding this Agreement shall
be resolved by binding arbitration pursuant to the arbitration procedures set
forth in Section 22 of the Severance Agreement, which section is hereby
incorporated herein.
[signature page follows]
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[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
IN WITNESS WHEREOF, this Agreement is hereby executed as of
the date first above written.
"COMPANY" OUTDOOR CHANNEL HOLDINGS, INC.
an Alaska corporation
By: /S/ XXXXX XXXXXX
----------------------
Name: Xxxxx Xxxxxx
Title:
-------------------
"XXXXXXX" /S/ XXXXXXX X. XXXXXXX XX
-------------------------
Xxxxxxx X. Xxxxxxx XX
Address: 00000 Xxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
Facsimile: (000) 000-0000
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