EXHIBIT 99.1
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SUBSCRIPTION AGENT AGREEMENT
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This Subscription Agent Agreement (the "Agreement") is made as of the 20th
day of July, 1998, by and between College Television Network, Inc. (the
"Company") and American Stock Transfer & Trust Company, as subscription agent
(the "Agent"). All terms not defined herein shall have the meaning given in the
prospectus (the "Prospectus") included in the Registration Statement on Form S-
3, File No. 333-58479 filed by the Company with the Securities and
Exchange Commission (the "Commission") on July 2, 1998, as amended by any
amendment filed with respect thereto (collectively the "Registration
Statement").
RECITALS
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WHEREAS, the Company has caused the Registration Statement to be filed with
the Commission relating to a proposed distribution by the Company of
nontransferable subscription rights (the "Rights") to purchase shares of the
Company's common stock, par value $.005 per share (the "Common Stock"), upon the
exercise of such Rights (the distribution of the Rights and the sale of shares
of Common Stock upon the exercise thereof as contemplated by the Registration
Statement is referred to herein as the "Rights Offering");
WHEREAS, the Rights will be distributed to holders of record of shares of
Common Stock (the "Holders") as of the close of business on July 17, 1998 (the
"Record Date") at a rate of one Right for each 1.2825 shares of Common Stock
held on the Record Date;
WHEREAS, the Company has authorized the issuance of an aggregate number of
authorized and unissued shares of Common Stock (the "Underlying Shares") equal
to the aggregate number of rights to be distributed pursuant to the Rights
Offering;
WHEREAS, Holders will be entitled to subscribe to purchase at a per share
price of $1.60 (the "Subscription Price") one Underlying Share for each Right
held (the "Basic Subscription Privilege");
WHEREAS, Holders will also be entitled to subscribe to purchase any
Underlying Shares that are not subscribed for through the Basic Subscription
Privilege, subject to proration by the Company, if necessary (the
"Oversubscription Privilege"), which right to subscribe for such Underlying
Shares pursuant to the Oversubscription Privilege is not transferable;
WHEREAS, U-C Holdings, L.L.C., the Company's principal stockholder ("U-C
Holdings") has agreed to purchase all Underlying Shares to which it is entitled
pursuant to its Basic Subscription Privilege and any Underlying Shares that are
not subscribed for by all other Holders through the Basic Subscription Privilege
or the Oversubscription Privilege (the "Standby Purchase Commitment");
WHEREAS, the Company wishes the Agent to perform certain acts on behalf of
the Company, and the Agent is willing to so act, in connection with the Rights
Offering as set forth
herein, all upon the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
agreements set forth herein, the parties agree as follows:
AGREEMENT
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ARTICLE 1: APPOINTMENT OF AGENT
1.1 The Company hereby appoints the Agent to act as agent for the Company
in accordance with the instructions set forth in this Agreement, and the Agent
hereby accepts such appointment.
ARTICLE 2: ISSUANCE OF SECURITIES
2.1 The Company has authorized the issuance of the Rights and, following
the Record Date and the effectiveness of the Registration Statement, promptly
will issue such Rights to the Holders as contemplated by the Registration
Statement. The Company will promptly notify the Agent upon the effectiveness of
the Registration Statement. As transfer agent and registrar for the shares of
Common Stock, the Agent shall provide such assistance as the Company may require
in order to effect the distribution of the Rights to Holders, including
assistance in determining the number of Rights to be distributed to each such
Holder and assistance in distributing the Subscription Documents (as defined in
Section 5.2 hereof) evidencing the Rights and all other ancillary documents and
issuance of the Underlying Shares.
2.2 The Company has authorized the issuance of and will hold in reserve
the Underlying Shares, and upon the valid exercise of Rights, the Company will
issue Underlying Shares to validly exercising Holders as set forth in the
Registration Statement.
ARTICLE 3: RIGHTS AND ISSUANCE OF SUBSCRIPTION DOCUMENTS
3.1 Each set of Subscription Documents shall contain a Subscription
Certificate which shall be non-transferable. The Agent shall, in its capacity as
transfer agent and registrar of the Company, maintain a register of Subscription
Certificates and the Holders thereof. Each Subscription Certificate shall,
subject to the provisions thereof, entitle the Holder in whose name it is
recorded to the following:
(a) With respect to Holders only, the right to subscribe for prior to the
Expiration Date (as defined in the Prospectus) at the Subscription Price a
number of shares equal to one Underlying Share for every 1.2825 shares of Common
Stock held by each Holder on the Record Date (the "Basic Subscription
Privilege"); and
(b) With respect to Holders only, the right to subscribe for additional
shares of Common Stock, subject to the availability of such shares and to the
allotment of such shares as
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may be available among Holders who exercise Oversubscription Rights on the basis
specified in the Prospectus; provided, however, that such Holder has exercised
all Basic Subscription Privilege Rights issued to him or her (the
"Oversubscription Privilege").
ARTICLE 4: FRACTIONAL RIGHTS AND SHARES
4.1 The Company shall not issue fractions of Rights nor shall the Agent
distribute Subscription Certificates which evidence fractional Rights. The
number of Rights issued to each Holder will be rounded down to the nearest whole
number. All questions as to the validity and eligibility of any rounding of
fractional Rights shall be determined by the Company in its sole discretion, and
its determination shall be final and binding. The aggregate of all fractional
Rights not distributed to Holders that represent Rights to purchase whole shares
of Common Stock shall be distributed to U-C Holdings for exercise pursuant to
the Standby Purchase Commitment. The Company shall not issue fractional shares
of Common Stock to exercising Holders upon exercise of Rights.
ARTICLE 5: FORM AND EXECUTION OF SUBSCRIPTION DOCUMENTS
5.1 Each Subscription Certificate shall evidence the Rights of the Holder
therein named to purchase Common Stock upon the terms and conditions set forth
in the Subscription Documents.
5.2 Upon the written advice of the Company, signed by any of its duly
authorized officers, as to the Record Date, the Agent shall, from a list of the
Company stockholders as of the Record Date to be prepared by the Agent in its
capacity as transfer agent of the Company, prepare and record Subscription
Certificates in the names of the Holders, setting forth the number of Rights to
subscribe for the Company's Common Stock calculated on the basis of one Right
for each 1.2825 shares of Common Stock recorded on the books in the name of each
such Holder. Each Subscription Certificate shall be dated as of the Record Date
and shall be executed manually or by facsimile signature of a duly authorized
officer of the Agent. Upon the written advice, signed as aforesaid, as to the
effective date of the Registration Statement, the Agent shall promptly
countersign and deliver the Subscription Certificate, together with a copy of
the Prospectus, instruction letter, instructions for use of the Substitute Form
W-9, a Substitute Form W-9 and any other document as the Company deems necessary
or appropriate (collectively the "Subscription Documents"), to all Holders with
record addresses in the United States (including its territories and possessions
and the District of Columbia). No Subscription Documents shall be valid for any
purpose unless so executed. Delivery shall be by first class mail (without
registration or insurance).
5.3 Subscription Documents will not be mailed to Holders having a
registered address outside the United States, or to those Holders having APO or
FPO addresses. The Rights to which such Subscription Certificates relate will
be held by the Agent for such Holders' accounts until instructions are received
to exercise the Rights.
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ARTICLE 6: EXERCISE OF RIGHTS; EXERCISE PRICE; EXPIRATION DATE
6.1 Each Holder may exercise some or all of the Rights evidenced by the
Subscription Certificate (but not in amounts of less than one Right or an
integral multiple thereof) by delivering to the Agent, on or prior to 5:00 p.m.,
New York City time, on September 10, 1998 (the "Expiration Date"), properly
completed and executed Subscription Documents evidencing such Rights (with
signatures guaranteed, if required by Section 6.10 hereof, by a commercial bank
or trust company having an office or correspondent in the United States or a
member firm of a national securities exchange or a member of the National
Association of Securities Dealers, Inc. (each, an "Eligible Institution")),
together with payment of the Subscription Price for each Underlying Share
subscribed for pursuant to the Basic Subscription Privilege, the
Oversubscription Privilege and the Standby Purchase Commitment, as the case may
be. In its sole discretion, the Company may elect to extend the Expiration Date
and, if so, will provide written notice of same to Agent.
6.2 In the case of Holders of Rights that are held of record through The
Depository Trust Company ("DTC"), exercises of the Basic Subscription Privilege
may be effected by instructing DTC to transfer Rights from the DTC account of
such Holder to the DTC account of the Agent, together with payment of the
Subscription Price for each Underlying Share subscribed for pursuant to the
Basic Subscription Privilege. Exercises of the Oversubscription Privilege may be
effected by properly executing and delivering to the Agent a DTC Participant
Oversubscription Exercise Form (a form of which is included in the Subscription
Documents), together with payment of the appropriate Subscription Price for the
number of Underlying Shares for which the Oversubscription Privilege is to be
exercised. Alternatively, a Holder may exercise the Rights evidenced by the
Subscription Certificate by effecting compliance with the procedures for
guaranteed delivery set forth in Section 6.3 below.
6.3 If a Holder wishes to exercise Rights, but time will not permit such
Holder to cause the Subscription Certificate evidencing such Rights to reach the
Agent on or prior to the Expiration Date, such Rights may nevertheless be
exercised if all of the following conditions (the "Guaranteed Delivery
Procedures") are met:
(a) such Holder has caused payment in full of the Subscription Price for
each Underlying Share being subscribed for pursuant to the Basic Subscription
Privilege and the Oversubscription Privilege to be received (in the manner set
forth in Section 6.5 hereof) by the Agent on or prior to the Expiration Date;
(b) the Agent receives, on or prior to the Expiration Date, a guarantee
notice (a "Notice of Guaranteed Delivery"), substantially in the form provided
with the Subscription Documents, from an Eligible Institution, stating the name
of the exercising Holder, the number of Rights represented by the Subscription
Certificate or Subscription Certificates held by such exercising Holder, the
number of Underlying Shares being subscribed for pursuant to the Basic
Subscription Privilege and the number of Underlying Shares, if any, being
subscribed for pursuant to the Oversubscription Privilege, and guaranteeing the
delivery to the Agent of the Subscription Certificate evidencing such Rights at
or prior to 5:00 p.m., New York City time, on the date three Nasdaq Stock Market
("Nasdaq") trading days following the date of the Notice of Guaranteed Delivery;
and
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(c) the properly completed Subscription Certificate(s) evidencing the
Rights being exercised, with any required signatures guaranteed, are received by
the Agent, or such Rights are transferred into the DTC account of the Agent, at
or prior to 5:00 p.m., New York City time, on the date three Nasdaq trading days
following the date of the Notice of Guaranteed Delivery relating thereto. The
Notice of Guaranteed Delivery may be delivered to the Agent in the same manner
as Subscription Certificates at the addresses set forth above, or may be
transmitted to the Agent by telegram or facsimile transmission (facsimile (718)
234-5001).
6.4 The Rights shall expire at 5:00 p.m., New York City time, on the
Expiration Date.
6.5 If an exercising Holder has not indicated the number of Rights being
exercised, or if the Subscription Price payment forwarded by such Holder to the
Agent is not sufficient to purchase the number of shares subscribed for, the
Holder will be deemed to have exercised the Basic Subscription Privilege with
respect to the maximum number of whole Rights which may be exercised for the
Subscription Price delivered to the Agent and, to the extent that the
Subscription Price payment delivered by such Holder exceeds the Subscription
Price multiplied by the maximum number of whole Rights which may be exercised
(such excess being the "Subscription Excess"), the Holder will have been deemed
to exercise its Oversubscription Privilege to purchase, to the extent available,
that number of whole shares of Common Stock equal to the quotient obtained by
dividing the Subscription Excess by the Subscription Price, up to the maximum
number of shares purchasable by such Holder. The Agent, as soon as practicable
after the exercise of the Rights, shall mail to such Holders any portion of the
Subscription Excess not applied to the purchase of Common Stock pursuant to the
Oversubscription Privilege, without interest or deduction.
6.6 The Agent shall hold all proceeds of the Rights Offering in a
segregated bank account (the "Bank Account"). Upon receipt by the Agent of
written instruction from the Company, the Agent shall pay to credit to the
account of or otherwise transfer to the Company all funds received by the Agent
in payment of the Subscription Price for Underlying Shares subscribed for by U-C
Holdings pursuant to the Basic Subscription Privilege.
6.7 Upon receipt by the Agent of a written notice from the Company of
satisfaction or waiver of the conditions to the Standby Purchase Commitment (the
"Notice of Closing") and following issuance of the Underlying Shares, the Agent
shall and is hereby directed to withdraw from the Bank Account in which the
remaining proceeds of the Rights Offering have been held and pay to, credit to
the account of or otherwise transfer to the Company all such Funds. Upon receipt
by the Agent of a notice of failure to satisfy or waive the conditions to the
Standby Purchase Commitment from the Company on or before the Expiration Date,
the Agent shall and is hereby directed to withdraw from the Bank Account and
return to exercising Holders all such Funds as promptly as practicable following
the Expiration Date.
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6.8 The Agent is authorized to accept only Subscription Certificates
(other than Subscription Certificates delivered in accordance with the procedure
for guaranteed delivery set forth in Section 6.3, or transfers of Rights to its
account at DTC), received prior to 5:00 p.m., New York City time, on the
Expiration Date.
6.9 Once a Holder has exercised a Right, such exercise may not be
revoked.
6.10 If, pursuant to Part II of the Subscription Certificate a Holder
requests that the certificate representing the Common Stock to be issued in a
name other than the name of the Holder or such certificate is to be sent to an
address other than the address shown on such Holder's Subscription Certificate,
the signature(s) on such Subscription Certificate must be guaranteed by an
Eligible Institution.
ARTICLE 7: VALIDITY OF SUBSCRIPTIONS
7.1 Irregular subscriptions and improperly executed Subscription Documents
not otherwise covered by specific instructions herein shall be submitted to an
appropriate officer of the Company (or the Company's Administrator) and handled
in accordance with his or her instructions. Such instructions will be
documented by the Agent indicating the instructing officer and the date
thereof.
ARTICLE 8: OVERSUBSCRIPTION
8.1 To the extent Holders do not exercise all of the Rights issued to them
pursuant to the Basic Subscription Privilege, any Underlying Shares represented
by such Rights will be offered by means of the Oversubscription Privilege to the
Holders (other than U-C Holdings) who have exercised all of the Rights issued to
them pursuant to the Basic Subscription Privilege and who wish to acquire more
than the number of Underlying Shares to which they are entitled. Only Holders
who exercise all the Rights issued to them pursuant to the Basic Subscription
Privilege may indicate, on the Subscription Certificate, which they submit with
respect to the exercise of the Rights issued to them, how many Underlying Shares
they desire to purchase pursuant to the Oversubscription Privilege. If
sufficient Underlying Shares remain after completion of the Basic Subscription
Privilege, all oversubscription requests will be honored in full (subject to the
limitation that no Holder may oversubscribe for more than 100% of the Underlying
Shares purchased by such Holder in the Holder's exercise of its Basic
Subscription Privilege). If sufficient Underlying Shares are not available to
honor all oversubscription requests, the available shares will be allocated pro
rata (subject to elimination of fractional shares) among Holders who exercise
the Oversubscription Privilege in proportion to the number of shares each Holder
purchased pursuant to the Basic Subscription Privilege; provided, however, that
if such pro rata allocation results in any Holder being allocated a greater
number of shares than such Holder subscribed for pursuant to the exercise of
such Holder's Oversubscription Privilege, then such Holder will be allocated
only such number of shares as such Holder subscribed for and the remaining
shares will be allocated among all other Holders exercising the Oversubscription
Privilege.
8.2 As soon as practicable after the allocation of shares subscribed for
pursuant to the Oversubscription Privilege and after receipt by the Agent of the
Notice of Closing, the Agent shall refund to each Holder any amount paid by such
Holder and not applied toward the purchase of Underlying Shares pursuant to such
Holder's exercise of its Oversubscription Privilege.
ARTICLE 9: Delivery of Stock Certificates
Upon receipt by the Agent of the Notice of Closing, Agent shall mail
stock certificates for all Underlying Shares acquired in the Basic Subscription
Privilege will be mailed promptly after the Expiration Date and full payment for
the subscribed Underlying Shares has been
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received and cleared. Agent shall mail certificates representing Underlying
Shares acquired pursuant to the Oversubscription Privilege will be mailed as
soon as practicable after full payment has been received and cleared and all
allocations have been effected. Holders whose shares of Common Stock are held of
record by any other depository or nominee on their behalf or their broker-
dealers' behalf will have any Underlying Shares acquired pursuant to the Basic
Subscription Privilege credited to the account of such other depository or
nominee. Underlying Shares acquired pursuant to the Oversubscription Privilege
will be certificated and stock certificates representing such shares will be
sent directly to such other depository or nominee.
ARTICLE 10: REPORTS
10.1 The Agent shall notify both the Company and its designated
representatives by telephone as requested during the period commencing with the
mailing of Subscription Documents and ending on the Expiration Date (and in the
case of guaranteed deliveries pursuant to Section 6.3 the period ending three
Nasdaq trading days after the Expiration Date), which notice shall thereafter be
confirmed in writing, of (i) the number of Rights exercised on the day of such
request, (ii) the number of Underlying Shares subscribed for pursuant to the
Basic Subscription Privilege and the Oversubscription Privilege, if any, and the
number of such Rights for which payment has been received, (iii) the number of
Rights subject to guaranteed delivery pursuant to Section 6.3 on such day, (iv)
the number of Rights for which defective exercises have been received on such
day and (v) cumulative totals derived from the information set forth in clauses
(i) through (iv) above. At or before 5:00 p.m., New York City time, on the
first Nasdaq trading day following the Expiration Date, the Agent shall certify
in writing to the Company the cumulative totals through the Expiration Date
derived from the information set forth in clauses (i) through (iv) above. The
Agent shall also maintain and update a listing of Holders who have fully or
partially exercised their Rights and Holders who have not exercised their
Rights. The Agent shall provide the Company or its designated representatives
with the information compiled pursuant to this Article 10 as any of them shall
request. The Agent hereby represents, warrants and agrees that the information
contained in each notification referred to in this Article 10 shall be accurate
in all material respects.
ARTICLE 11: LOSS OR MUTILATION
11.1 Upon receipt by the Company and the Agent of evidence reasonably
satisfactory to them of the loss, theft, destruction or mutilation of a
Subscription Certificate, and, in case of loss, theft or destruction, of
indemnity and/or security satisfactory to them, which may be in the form of an
open penalty bond, and reimbursement to the Company and the Agent of all
reasonable expenses incidental thereto, and upon surrender and cancellation of
the Subscription Certificate if mutilated, the Company will make and deliver a
new Subscription Certificate of like tenor to the Agent for delivery to the
registered owner in lieu of the Subscription Certificate so lost, stolen,
destroyed or mutilated. If required by the Company or the Agent an indemnity
bond must be sufficient in the judgment of both to protect the Company, the
Agent or any agent thereof from any loss which any of them may suffer if a
Subscription Certificate is replaced.
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ARTICLE 12: COMPENSATION FOR SERVICES
12.1 The Company agrees to pay to the Agent a fee in the amount of Ten
Thousand and No/100 Dollars ($10,000) as compensation for its services in acting
as Agent, plus postage fees incurred in the performance of Agent's duties
hereunder.
ARTICLE 13: INSTRUCTIONS AND INDEMNIFICATION
13.1 The Agent undertakes the duties and obligations imposed by this
Agreement upon the following terms and conditions:
(a) The Agent shall be entitled to rely upon any written instructions or
directions furnished to it by Xxxxxxx Xxxxx or Xxxx Xxxxxx, Chief Financial
Officer and Controller of the Company, respectively, or their designee (each, an
"Authorizing Person"), whether in conformity with the provisions of this
Agreement or constituting a modification hereof or a supplement hereto. Without
limiting the generality of the foregoing or any other provision of this
Agreement, the Agent, in connection with its duties hereunder, shall not be
under any duty or obligation to inquire into the validity or invalidity or
authority or lack thereof of any instruction or direction from an Authorizing
Person of the Company which conforms to the applicable requirements of this
Agreement and which the Agent reasonably believes to be genuine and shall not be
liable for any delays, errors or loss of data occurring by reason of
circumstances beyond the Agent's control.
(b) The Company also agrees to indemnify and hold the Agent harmless
against any losses, claims, actions, damages, liabilities, costs or expenses
(including reasonable fees and disbursements of legal counsel) (collectively,
"Claims") that the Agent may incur or become subject to, arising from or out of
any claim or liability resulting from actions taken as Agent pursuant to this
Agreement; provided, however, that such covenant and agreement does not extend
to, and the Agent shall not be indemnified or held harmless with respect to,
such Claims incurred or suffered by the Agent as a result, or arising out, of
the Agent's negligence, misconduct, bad faith or breach of this Agreement. In
connection therewith: (i) in no case shall the Company be liable with respect to
any Claim against the Agent unless the Agent shall have notified the Company in
writing, of the assertion of a Claim against it, promptly after the Agent shall
have notice of a Claim or shall have been served with the summons or other legal
process giving information as to the nature and basis of the Claim; provided,
however, that the failure of the Agent to notify the Company in the above manner
will absolve the Company of liability only when such failure will result or has
resulted in prejudice to the Company with respect to such Claim; (ii) the
Company shall be entitled to control the defense of any suit brought to enforce
any such Claim; and (iii) the Agent agrees not to settle or compromise any Claim
with respect to which it may seek indemnification from the Company without the
prior written consent of the Company. In no event shall the Company be liable
for the fees and expenses of any additional counsel that the Agent may retain.
(c) The Agent shall be protected and shall incur no liability for or in
respect of any action taken, suffered or omitted by it without negligence and in
good faith in connection with its administration of this Agreement in reliance
upon any Subscription Certificate, or written power of attorney, endorsement,
affidavit, letter, notice, direction, consent, certificate, statement or other
paper or document reasonably believed by it to be genuine and to
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be signed, executed and, where necessary, verified or acknowledged by the proper
person or persons.
ARTICLE 14: FUTURE INSTRUCTIONS AND INTERPRETATION
14.1 All questions as to the timeliness, validity, form and eligibility of
any exercise of Rights will be determined by the Company whose determinations
shall be final and binding. The Company in its sole discretion may waive any
defect or irregularity, permit a defect or irregularity to be corrected within
such time as it may determine or reject the purported exercise of any Right.
Subscriptions will not be deemed to have been received or accepted until all
irregularities have been waived or cured within such time as the Company
determines in its sole discretion. Neither the Company nor the Agent shall be
under any duty to give notification of any defect or irregularity in connection
with the submission of Subscription Documents or incur any liability for failure
to give such notification.
14.2 The Agent is hereby authorized and directed to accept written
instructions with respect to the performance of its duties hereunder from an
authorized officer of the Company, and to apply to such officers for written
advice or instructions in connection with its duties, and it shall not be liable
for any action taken or suffered to be taken by it in good faith in accordance
with written instructions of any such officer.
ARTICLE 15: PAYMENT OF TAXES
15.1 The Company covenants and agrees that it will pay when due and
payable all documentary, stamp and other taxes, if any, which may be payable in
respect of the issuance or delivery of any Subscription Certificate or of the
Underlying Shares; provided, however, that the Company shall not be liable for
any tax liability arising out of any transaction which results in, or is deemed
to be, an exchange of Rights or shares or a constructive dividend with respect
to the Rights or shares, and provided further, that the Company shall not be
required to pay any tax or other governmental charge which may be payable in
respect the issuance or delivery of certificates for shares of Common Stock in a
name other than that of the registered Holder of such Subscription Certificate
evidencing the Rights exercised, and the Agent shall not issue any such
certificate until such tax or governmental charge, if required, shall have been
paid.
ARTICLE 16: CANCELLATION AND DESTRUCTION OF SUBSCRIPTION CERTIFICATES
16.1 All Subscription Certificates surrendered for the purpose of
exercise, exchange, or substitution shall be canceled by the Agent, and no
Subscription Certificates shall be issued in lieu thereof except as expressly
permitted by provisions of this Agreement. The Company shall deliver to the
Agent for cancellation and retirement, and the Agent shall so cancel and return,
any other Subscription Certificate purchased or acquired by the Company
otherwise than upon the exercise thereof. The Agent shall deliver all canceled
Subscription Certificates to the Company, or shall, at the written request of
the Company, destroy such canceled Subscription Certificates, and in such case
shall deliver a certificate of destruction thereof to the Company.
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ARTICLE 17: CHANGES IN SUBSCRIPTION CERTIFICATE
The Agent may, without the consent or concurrence of the Holders in whose
names Subscription Certificates are registered, by supplemental agreement or
otherwise, concur with the Company in making any changes or corrections in a
Subscription Certificate that it shall have been advised by counsel (who may be
counsel for the Company) is appropriate to cure any ambiguity or to correct any
defective or inconsistent provision or clerical omission or mistake or manifest
error therein or herein contained, and which shall not be inconsistent with the
provision of the Subscription Certificate except insofar as any such change may
confer additional rights upon the Holders.
ARTICLE 18: ASSIGNMENT AND DELEGATION
18.1 Neither this Agreement nor any rights or obligations hereunder may be
assigned or delegated by either party without the prior written consent of the
other party.
18.2 This Agreement shall inure to the benefit of and be binding upon the
parties and their respective permitted successors and assigns. Nothing in this
Agreement is intended or shall be construed to confer upon any other person any
right, remedy or claim or to impose upon any other person any duty, liability or
obligation.
ARTICLE 19: NOTICES TO THE COMPANY, HOLDERS AND AGENT.
19.1 All notices and other communications provided for or permitted
hereunder shall be made by hand delivery, prepaid certified first-class mail
(return receipt requested), or telecopier (with written confirmation of
receipt):
(a) if to the Company, to:
College Television Network, Inc.
0000 Xxxx Xxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxxxx X. Xxxxx, Chief Financial Officer
CALL TOLL FREE AT: (000) 000-0000
(b) if to the Agent, to:
American Stock Transfer & Trust Company
00 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Executive Vice President
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
(c) if to a Holder, at the address shown on the registry books of the
Company.
All such notices and communications shall be deemed to have been duly
given: when delivered by hand, if personally delivered; when by certified mail,
two business days after being
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deposited in the mail, postage prepaid, if mailed as aforesaid; and when receipt
is acknowledged, if telecopied.
ARTICLE 20: MISCELLANEOUS PROVISIONS
20.1 Governing Law. The validity, interpretation and performance of this
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Agreement shall be governed by the law of the State of Georgia, without regard
to its principles of conflicts of law. The parties agree that all unresolved
disputes arising out of this Agreement shall be adjudicated in the Superior
Court of Xxxxxx County, Georgia.
20.2 Severability. The parties hereto agree that if any of the provisions
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contained in this Agreement shall be determined invalid, unlawful or
unenforceable to any extent, such provisions shall be deemed modified to the
extent necessary to render such provisions enforceable. The parties hereto
further agree that this Agreement shall be deemed severable, and the invalidity,
unlawfulness or unenforceability of any term or provision thereof shall not
affect the validity, legality or enforceability of this Agreement or of any term
or provision hereof.
20.3 Counterparts. This Agreement may be executed in one or more
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counterparts, each of which shall be deemed an original and all of which
together shall be considered one and the same agreement.
20.4 Captions. The captions and descriptive headings herein are for the
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convenience of the parties only. They do not in any way modify, amplify, alter
or give full notice of the provisions hereof.
20.5 Facsimile Signatures. Any facsimile signature of any party hereto
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shall constitute a legal, valid and binding execution hereof by such party.
20.6 Further Actions. Each party agrees to perform such further acts and
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execute such further documents as are necessary to effect the purposes of this
Agreement.
20.7 Additional Provisions. Except as specifically modified by this
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Agreement, the Agent's rights and responsibilities set forth in the Agreement
for Stock Transfer Agent Services Agreement between the Company and the Agent
are hereby ratified and confirmed and continue in effect.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties have hereunto set their hands and seals, as
of the day and year first above written.
COLLEGE TELEVISION NETWORK, INC.
By: /s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx, Chief Financial Officer
AMERICAN STOCK TRANSFER & TRUST COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, Vice President
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