EXHIBIT 10.5
STOCK PURCHASE AND REGISTRATION RIGHTS AGREEMENT
between
TRW AUTOMOTIVE HOLDINGS CORP.
and
Certain Investment Advisory Client Accounts of
Wellington Management Company, llp
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STOCK PURCHASE AND REGISTRATION RIGHTS AGREEMENT
This STOCK PURCHASE AND REGISTRATION RIGHTS AGREEMENT ("Agreement")
is made this 8th day of March, 2005, between TRW AUTOMOTIVE HOLDINGS CORP., a
Delaware corporation (the "Company"), and certain investment advisory client
accounts (individually, the "Purchaser", collectively, the "Purchasers") of
Wellington Management Company, llp, a registered investment adviser and limited
liability partnership ("Wellington Management").
RECITALS
WHEREAS, the Company desires to sell to the Purchasers, an aggregate
amount of 2,000,000 shares (the "Shares") of common stock, par value $0.01 per
share, of the Company (the "Common Stock") pursuant to the terms of this
Agreement;
WHEREAS, the Purchasers, listed on Schedule A hereto, desire to
purchase the Shares pursuant to the terms of this Agreement; and
WHEREAS, to induce the Purchasers to purchase the Shares, the
Company has agreed to provide the registration rights set forth in this
Agreement.
NOW, THEREFORE, in order to consummate said transactions and in
consideration of the mutual agreements set forth herein and for good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:
ARTICLE 1. SALE OF SHARES; PURCHASE PRICE.
Section 1.1 Sale of Shares. On the terms and subject to the
conditions set forth in this Agreement and on the basis of the representations,
warranties, covenants and agreements herein contained, the Company shall sell,
transfer, convey and deliver to each Purchaser, and each such Purchaser shall
purchase, on the Closing Date (as defined below), the Shares.
Section 1.2 Consideration; Closing Date Cash Payment.
(a) The purchase price to be paid for the Shares and for the
agreements set forth herein shall be $19.65 per share (the aggregate
amount to be paid by each Purchaser as set forth on Schedule A, the
"Purchase Price").
(b) On the Closing Date:
(i) The Company shall deliver to each Purchaser the original stock
certificate or certificates representing the Shares registered in the
names of the persons designated by the such Purchaser, such names to be
made available to the Company at least twenty-four hours prior to the
Closing Date, duly endorsed in blank, or accompanied by stock powers duly
executed in blank, in proper form for transfer free and clear of any
mortgage, claim, lien, encumbrance, conditional sales or other title
retention agreement, right of first refusal,
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preemptive right, pledge, option, charge, security interest or other
similar interest, easement, judgment or imperfection of title of any
nature whatsoever (each, an "Encumbrance").
(ii) Upon receipt of the certificate(s) by such Purchaser or its
designated custodian, the Purchaser shall pay the Purchase Price to the
Company by wire transfer of Federal (same-day) funds to the account
specified in writing by the Company to the Purchaser at the Closing (as
defined below).
(iii) If the Purchase Price is not received by the Company on or
before the close of business on the Closing Date, upon the Company's
giving you notice thereof, the Company may cancel the stock certificate
representing the Shares for which the Purchase Price was not received on
the Company's stock transfer records and Wellington Management shall cause
the applicable Purchaser to immediately return the certificate to the
Company.
Section 1.3 Closing. Subject to the satisfaction or waiver of the
conditions specified herein, the closing of the purchase and sale of the Shares
(the "Closing") shall take place at the offices of the Company on March 11,
2005, or at such other time and place as shall be mutually agreeable to the
parties hereto. The date of the Closing is referred to herein as the "Closing
Date." The Closing shall be deemed to be effective as of the close of business
on the Closing Date. Either the Purchasers or the Company may terminate this
Agreement if the Closing has not occurred by March 31, 2005 without incurring
any additional liability provided that the terminating party has (a) satisfied
all of its conditions to Closing as set forth herein and (b) complied with all
of its obligations under this Agreement.
ARTICLE 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE
PURCHASER.
A. Representations and Warranties of the Company.
The Company hereby represents and warrants to each Purchaser as
follows:
Section 2.1 Authority. The Company has the full right, power and
authority to enter into this Agreement and to sell, transfer and deliver the
Shares to be sold by the Company hereunder. The execution and delivery of this
Agreement and the sale and delivery of the Shares to be sold by the Company and
the consummation of the transactions contemplated herein and compliance by the
Company with its obligations hereunder have been duly authorized by the Company
and do not and will not, whether with or without the giving of notice or passage
of time or both, conflict with or constitute a breach of, or default under, or
result in the creation or imposition of any tax, lien, charge or encumbrance
upon the Shares to be sold by the Company or any property or assets of the
Company pursuant to any contract, indenture, mortgage, deed of trust, loan or
credit agreement, note, license, lease or other agreement or instrument to which
the Company is a party or by which the Company may be bound, or to which any of
the property or assets of the Company is subject, nor will such action result in
any violation of the provisions of the Second Amended and Restated Certificate
of Incorporation or Third Amended and Restated By-laws of the Company or any
applicable treaty, law,
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statute, rule, regulation, judgment, order, writ or decree of any
self-regulatory organization, government, government instrumentality or court,
domestic or foreign, having jurisdiction over the Company or any of its
properties. Furthermore, the transactions contemplated by this Agreement do not
conflict with the provisions of, or appropriate waivers from the parties thereto
have been obtained in connection with, the Second Amended and Restated
Stockholders Agreement dated January 28, 2004 among the Company, Northrop
Grumman and Automotive Investors L.L.C.
Section 2.2 Holder of Shares; Title to Shares. The Company holds and
will hold or will issue at the Closing the Shares to be sold by the Company
hereunder, free and clear of any Encumbrance, other than pursuant to this
Agreement; such Shares are or will be certificated and are not held in any
securities account or by or through any securities intermediary within the
meaning of the Uniform Commercial Code as in effect in the State of New York
("NYUCC"); the Company has, and, at the Closing will have, full right, power and
authority to hold or to issue, sell, transfer and deliver the Shares to be sold
by the Company pursuant to this Agreement, and upon delivery of such Shares and
payment of the Purchase Price therefor as herein contemplated, assuming such
Purchaser has no written notice of any adverse claim, the Purchaser will be a
protected purchaser (as defined in the NYUCC) with respect to the Shares
purchased by it from the Company, and such Purchaser will acquire the interest
of the Company in such Shares free and clear of any Encumbrance.
Section 2.3 Absence of Further Requirements. No filing with, or
consent, approval, authorization, order, registration, qualification or decree
of, any court, governmental or self-regulatory authority or agency, domestic or
foreign, is necessary or required for the performance by the Company of its
obligations hereunder, or in connection with the sale and delivery of the Shares
hereunder or the consummation of the transactions contemplated by this Agreement
except approval of the supplemental listing application of the Shares by the New
York Stock Exchange.
Section 2.4 Valid Issuance. The Shares have been duly authorized and
are validly issued, fully paid and non-assessable and have not been issued in
violation of the preemptive or similar rights of any stockholder of the Company
arising by operation of securities laws or the Second Amended and Restated
Certificate of Incorporation or Third Amended and Restated By-laws of the
Company. Based in part upon the representations of the Purchaser in Article B of
this Agreement, the Shares will be issued in compliance in all material respects
with all applicable federal and state securities laws.
Section 2.5 Compliance with Registration Requirements. The Company
meets the requirements for use of a registration statement on Form S-3 ("Form
S-3") under the Securities Act of 1933, as amended (the "Securities Act"), and
the Company has no knowledge of any fact or circumstance that with or without
giving of notice or the passage of time would cause the Company to fail to meet
such requirements.
B. Representations and Warranties of each Purchaser.
Each Purchaser hereby represents and warrants to the Company as
follows:
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Section 2.6 Authority. Each Purchaser, and Wellington Management
acting in its capacity as investment adviser, has the full right, power and
authority to enter into this Agreement. The execution and delivery of this
Agreement and the consummation of the transactions contemplated herein and
compliance by each Purchaser with its obligations hereunder have been duly
authorized by such Purchaser and do not and will not, whether with or without
the giving of notice or passage of time or both, conflict with or constitute a
breach of, or default under, or result in the creation or imposition of any tax,
lien, charge or encumbrance upon the Shares to be purchased by each Purchaser or
any property or assets of such Purchaser pursuant to any contract, indenture,
mortgage, deed of trust, loan or credit agreement, note, license, lease or other
agreement or instrument to which such Purchaser is a party or by which such
Purchaser may be bound, or to which any of the property or assets of the
Purchaser is subject, nor will such action result in any violation of the
provisions of the charter or by-laws or other organizational instrument of the
Purchaser, if applicable, or any applicable treaty, law, statute, rule,
regulation, judgment, order, writ or decree of any government, government
instrumentality or court, domestic or foreign, having jurisdiction over such
Purchaser or any of its properties.
Section 2.7 Absence of Further Requirements. No filing with, or
consent, approval, authorization, order, registration, qualification or decree
of, any court or governmental authority or agency, domestic or foreign, is
necessary or required for the performance by each Purchaser of its obligations
hereunder, or in connection with the purchase of the Shares hereunder or the
consummation of the transactions contemplated by this Agreement.
Section 2.8 Institutional Accredited Investor. Each Purchaser (a) is
an institutional "accredited investor" (as defined in Rule 501(a) of Regulation
D under the Securities Act) and has such knowledge and experience in financial
and business matters as to be capable of evaluating the merits and risks of its
investment in the Shares, (b) is purchasing the Shares pursuant to a private
sale exempt from registration under the Securities Act without the intent to
distribute the Shares in violation of the Securities Act, and (c) will not
solicit offers for, or offer or sell, the Shares by means of any form of general
solicitation or general advertising or in any manner involving a public offering
within the meaning of Section 4(2) of the Securities Act.
Section 2.9 Restricted Securities. The Shares have not been
registered under the Securities Act and may not be offered or sold in the United
States or to, or for the account or benefit of, U.S. Persons (within the meaning
of the Securities Act) except pursuant to registration under the Securities Act
or an exemption from or in a transaction not subject to, the registration
requirements of the Securities Act.
ARTICLE 3. CONDITIONS TO CLOSING
Section 3.1 Conditions of the Company. The obligations of the
Company to consummate the transactions contemplated hereby shall be subject to
the fulfillment, at or prior to the Closing Date, of the following conditions:
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(a) The representations and warranties of each Purchaser contained
in this Agreement shall be true and correct in all respects at and as of
the Closing Date as if made at and as of such date.
(b) The transactions contemplated in the Second Stock Purchase
Agreement, dated the date hereof, by and among the Company, Northrop
Grumman Corporation and Richmond U.K. Inc. shall have been completed.
Section 3.2 Conditions of the Purchasers. The obligations of the
Purchasers to consummate the transactions contemplated hereby shall be subject
to the fulfillment, at or prior to the Closing Date, of the following
conditions:
(a) The representations and warranties of the Company contained in
this Agreement shall be true and correct in all respects at and as of the
Closing Date as if made at and as of such date.
(b) The transactions contemplated in the Second Stock Purchase
Agreement, dated the date hereof, by and among the Company, Northrop
Grumman Corporation and Richmond U.K. Inc. shall have been completed, and
the Purchase Price paid by the Purchaser shall be the same as that paid by
the Company in said Stock Purchase Agreement.
ARTICLE 4. COVENANTS.
Section 4.1 Share Certificate Legend. The certificate or
certificates representing the Shares shall contain a legend substantially to the
following effect:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER
THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO
RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE
TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT
AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION
OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE
REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN
INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY
REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO
THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN
COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE
SECURITIES LAWS.
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Section 4.2 Registration Statement.
(a) The Company shall prepare and file a Form S-3 identifying each
Purchaser as the "selling shareholders" with respect to the Shares with
the Securities and Exchange Commission (the "Commission") within 30 days
following the Closing Date;
(b) The Company shall use its reasonable commercial efforts to have
the Form S-3 declared effective by the Commission not later than the
earlier to occur of:
(i) the 105th day following the date on which the Form S-3 is filed
with the Commission, if the Form S-3 is reviewed by the Commission, or
(ii) fourteen (14) days following the Company's receipt of a
no-review letter from the Commission relating to the Form S-3;
provided, however, the Company shall not incur liability if the time
period set forth in clause 4.2 (b)(i) above is not met.
(c) The Company shall use its reasonable efforts to keep the Form
S-3 continuously effective and upon the occurrence of any event that would
cause the Form S-3 or the prospectus contained therein (A) to contain an
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein
not misleading or (B) not to be effective and usable for resale of the
Shares, the Company shall promptly notify Purchaser and file an
appropriate amendment to the Form S-3, a supplement to the prospectus or a
report filed with the Commission pursuant to Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), in the
case of clause (A), correcting any such misstatement or omission, and, in
the case of either clause (A) or (B), use its reasonable efforts to cause
such amendment to be declared effective and the Form S-3 and the related
prospectus to become usable for their intended purposes as soon as
practicable thereafter, for a period not exceeding the earlier of:
(i) the date of the second anniversary of the Closing Date;
(ii) the date when the Purchasers are able to sell all the Shares
immediately without restriction pursuant to the volume restriction
limitations of Rule 144 under the Securities Act ("Rule 144"); or
(iii) the date when all of the Shares held by the Purchasers have
been disposed of in accordance with the Form S-3 or Rule 144.
Notwithstanding the foregoing, the Company may suspend the availability of
the Form S-3 by written notice to the Purchasers by sending notice to
Wellington Management to the address provided in Section 6.1 of this
Agreement, for a period not to exceed an aggregate of 45 days in any
120-day period (each such period, a "Suspension Period") if:
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(x) an event occurs and is continuing as a result of which the
Form S-3, the Prospectus, any amendment or supplement thereto, or
any document incorporated by reference therein would, in the
Company's judgment based on the advice of counsel, contain an untrue
statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading; and
(y) (i) the Company determines in good faith that the
disclosure of such event at such time would be detrimental to the
Company and its subsidiaries or (ii) the Company needs additional
time for the preparation of the necessary corrective disclosure,
provided that in the case of clause (ii), the Suspension Period
shall be no longer than is reasonably required for the Company to
prepare and file the necessary corrective disclosure in order to
cause the Form S-3 and related Prospectus to become usable for their
intended purposes;
provided, that, in the event the disclosure relates to a previously
undisclosed proposed or pending material business transaction, the
disclosure of which the Company determines in good faith would be
reasonably likely to impede the Company's ability to consummate such
transaction, the Company may extend a Suspension Period from 45 days to 60
days; provided, however, that Suspension Periods shall not exceed an
aggregate of 90 days in any 360-day period. The Company shall not be
required to specify in the written notice to the Purchaser the nature of
the event giving rise to the Suspension Period.
(d) The Company shall notify each Purchaser promptly when the Form
S-3 is declared effective by the SEC, and furnish such number of prospectuses,
including preliminary prospectuses, and other documents incident thereto as such
Purchaser may reasonably request from time to time;
(e) The Company shall use its best efforts to register or qualify
such Shares under such other securities or blue sky laws of such jurisdictions
of the United States where an exemption is not available and as Purchaser may
reasonably request to enable it to consummate the disposition in such
jurisdiction of the Shares (provided that the Company will 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 provision, or (B) consent to
general service of process in any such jurisdiction, or (C) subject itself to
taxation in any jurisdiction where it is not already subject to taxation);
(f) The Company shall cause all such Shares to be listed on each
securities exchange on which similar securities issued by the Company are then
listed and obtain all necessary approvals from the New York Stock Exchange for
trading thereon; and
(g) Upon the sale of any Shares pursuant to the Form S-3, the
Company shall direct the transfer agent to remove all restrictive legends from
all certificates or other instruments evidencing the Shares.
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Section 4.3 Rule 144A and Rule 144. The Company agrees with the
Purchasers that, for so long as any Shares remain outstanding and during any
period in which the Company (i) is not subject to Section 13 or 15(d) of the
Exchange Act, to make available, upon request of the Purchasers, to the
Purchasers or beneficial owner of the Shares in connection with any sale thereof
and any prospective purchaser of such Shares designated by the Purchasers or
beneficial owner, the information required by Rule 144A(d)(4) under the
Securities Act in order to permit resales of such Shares pursuant to Rule 144A
under the Securities Act, and (ii) is subject to Section 13 or 15(d) of the
Exchange Act, to make all filings required thereby in a timely manner in order
to permit resales of such Shares pursuant to Rule 144.
Section 4.4 Removal of Restrictions on Transfer of Shares. Any
legend referred to in Section 4.1 hereof stamped on a certificate evidencing the
Shares with respect to such Shares shall be removed and the Company shall issue
a certificate without such legend to the holder of such Shares if such Shares
are registered under the Securities Act, or if such holder provides the Company
with an opinion of counsel reasonably acceptable to the Company to the effect
that a public sale or transfer of such security may be made without registration
under the Securities Act or such holder provides the Company with other
reasonable assurances that the Company may request.
Section 4.5 Expenses. The Company shall bear the following expenses
incident to the Company's performance of or in connection with the preparation
and filing of the Form S-3, regardless of whether a Form S-3 becomes effective:
(a) all registration and filing fees and expenses (including filings
made with the NASD);
(b) all expenses of printing (including any printing of
prospectuses) and the Company's expenses for messenger and delivery
services and telephone;
(c) all fees and disbursements of counsel to the Company; and
(d) all fees and expenses of the Company's accountants.
The Company shall not bear any fees or expenses related to underwriting
discounts or commissions, brokers' fees and similar selling expenses, and any
other fees and expenses incurred by the Purchasers, including, without
limitation, all fees and disbursements of counsel to the Purchasers.
Section 4.6 Filing of Form 8-K; Press Release. Within four (4)
business days following the date hereof, the Company shall file a Form 8-K with
the Commission (the "8-K") describing the terms of the transactions contemplated
herein. The Company shall issue a press release or other announcement of this
Agreement or the transactions contemplated hereby within 48 hours following the
date hereof. Notwithstanding the foregoing, the Company and the Purchasers agree
that such press release shall be subject to mutual agreement and that, except to
the extent required under applicable law or the requirements of a stock exchange
or other applicable self-regulatory
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organization, the Company may not disclose the identity of the Purchasers or
Wellington Management without the prior written consent of Wellington
Management.
ARTICLE 5. INDEMNIFICATION
Section 5.1 Indemnification
(a) The Company will indemnify and hold harmless each Purchaser
whose Shares are included in a registration pursuant to the provisions of
Section 4.2, each officer, director and affiliate (as defined in Rule
501(b) of Regulation D under the Securities Act) of such Purchaser, and
each person, if any, who controls such Purchaser within the meaning of the
Securities Act (a "controlling person"), from and against any and all
loss, damage, liability, cost and expense to which such Purchaser,
director, officer, affiliate, or controlling person may become subject
under the Securities Act or otherwise, insofar as such losses, damages,
liabilities, costs or expenses are caused by any untrue statement or
alleged untrue statement of any material fact contained in the Form S-3,
any final prospectus relating thereto or any amendment or supplement
thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances in
which they were made, not misleading; provided, however, that the Company
will not be liable in any such case to the extent that any such loss,
damage, liability, cost or expense arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged
omission so made in reliance upon written information furnished by such
Purchaser or any person who controls the Purchaser in writing specifically
for use in the preparation thereof.
(b) Each Purchaser whose Shares are included in a registration
pursuant to Section 4.2 will indemnify and hold harmless the Company, any
director or officer thereof, and any controlling person of the Company
from and against any and all loss, damage, liability, cost or expense to
which the Company or such director, officer, or controlling person may
become subject under the Securities Act or otherwise, insofar as such
losses, damages, liabilities, costs or expenses are caused by any untrue
or alleged untrue statement of any material fact contained in the Form
S-3, any final prospectus relating thereto or any amendment or supplement
thereto, or arise out of or are based upon the omission or the alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances in
which they were made, not misleading, in each case to the extent such
untrue statement or alleged untrue statement or omission or alleged
omission was so made primarily in reliance upon written information
furnished by such Purchaser, or Wellington Management, specifically for
use in the preparation thereof.
(c) Promptly after receipt by an indemnified party pursuant to the
provisions of subparagraph (a) or (b) of this Section 5.1 of notice of the
commencement of any action involving the subject matter of the foregoing
indemnity provisions, such indemnified party will, if a claim thereof is
to be made against the indemnifying party pursuant to the provisions of
said subparagraphs (a) or (b), promptly notify the indemnifying party of
the commencement
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thereof; but the omission to so notify the indemnifying party will not
relieve it from any liability which it may have to any indemnified party
under this Section 5.1, except to the extent the indemnifying party was
prejudiced by such omission. In case such action is brought against any
indemnified party and it notifies the indemnifying party of the
commencement thereof, the indemnifying party shall have the right to
participate in, and, to the extent that it may wish, jointly with any
other indemnifying party similarly notified, to assume the defense
thereof, with counsel reasonably satisfactory to such indemnified party;
provided, however, that if the defendants in any action include both the
indemnified party and the indemnifying party and there is a conflict of
interest which would prevent counsel for the indemnifying party from also
representing the indemnified party, the indemnified party or parties shall
have the right to select one firm of separate counsel satisfactory to the
indemnifying party to participate in the defense of such action on behalf
of all indemnified parties. After notice from the indemnifying party to
such indemnified party of its election so to assume the defense thereof,
the indemnifying party will not be liable to such indemnified party
pursuant to the provisions of said subparagraphs (a) or (b) of this
Section 5.1 for any legal or other expense subsequently incurred by such
indemnified party in connection with the defense thereof, other than
reasonable out of pocket costs of investigation, unless (i) the
indemnified party shall have employed counsel in accordance with the
proviso of the preceding sentence, in which case only the reasonable fees
and expenses of such single firm shall be indemnifiable; or (ii) the
indemnifying party shall not have employed counsel reasonably satisfactory
to the indemnified party to represent the indemnified party within a
reasonable time after the notice of the commencement of the action.
(d) The obligations of the parties under this Section 5.1 shall be
in addition to any liability, which any party may otherwise have to any
other party.
ARTICLE 6. MISCELLANEOUS.
Section 6.1 Notices.
(a) All notices, requests, demands and other communications
hereunder shall be in writing (including telecopy or similar writing) and
shall be given,
If to the Purchaser:
c/o Wellington Management Company, llp
00 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxx XxXxxxx, Vice President
Facsimile No.: 000-000-0000
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If to the Company:
TRW Automotive Holdings Corp.
00000 Xxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Executive Vice President and General Counsel
Facsimile: (000) 000-0000
or to such other address or telecopy number and with such other copies as
such party may hereafter specify for the purpose of notice to the other
party.
Section 6.2 Assignability; Parties in Interest. This Agreement shall
not be assignable by any of the parties hereto unless mutually agreed to in
writing by the parties hereto, provided that no such assignment shall relieve
the assignor of its obligations hereunder. This Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective
successors and permitted assigns. This Agreement is for the sole and exclusive
benefit of the parties to this Agreement and their successors and assigns and
nothing in this Agreement is intended to confer, expressly or by implication,
upon any other person any legal or equitable rights, remedies or claims under or
by reason of this Agreement.
Section 6.3 Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York.
Section 6.4 Counterparts. This Agreement may be executed
simultaneously in one or more counterparts, each of which shall be deemed an
original, with the same effect as if the signatures thereto and hereto were upon
the same instrument. This Agreement shall become effective when each party shall
have received a counterpart signed by the other party.
Section 6.5 Complete Agreement. This Agreement and the documents
delivered pursuant hereto or referred to herein contain the entire agreement
between the parties hereto with respect to the transactions contemplated herein
and supersede all previous negotiations, commitments and writings.
Section 6.6 Amendments and Waivers. The Purchasers and the Company
may (a) extend the time for the performance of any of the obligations or other
acts of the parties hereto, (b) waive any inaccuracies in the representations
and warranties contained in this Agreement or in any or documents delivered
pursuant hereto, (c) waive compliance with any of the covenants or agreements
contained in this Agreement or (d) amend this Agreement, if and only, in the
case of an extension or amendment, if such action is set forth in a written
agreement signed by both parties that specifically refers to the provisions of
this Agreement to be extended or amended, or, in the case of a waiver, if such
waiver is signed by the party against whom the waiver is to be effective and the
writing specifically refers to the provision of this Agreement to be waived.
Section 6.7 Further Assurances. Each party hereto agrees, to the
extent reasonable, to execute any and all documents and to perform such other
acts as may be necessary or expedient to further the purposes of this Agreement
and the transactions contemplated hereby.
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[Signatures follow on page 12]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective duly authorized officers as of the date first above
written.
Wellington Management Company, llp
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President and Counsel
Wellington Management Company, llp
As investment adviser on behalf of the
Investment advisory client accounts detailed
On the attached Schedule A
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President and Counsel
TRW AUTOMOTIVE HOLDINGS CORP.
By: /s/ Xxxxx X. Xxxxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Executive Vice President
and General Counsel
