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EXHIBIT 99
FORM OF REGISTRATION RIGHTS AGREEMENT
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1. Registration Procedures and Expenses. Xxxxxxx-Xxxxxxxx shall:
(a) as soon as practicable, but no later than thirty (30)
days after the Closing Date established pursuant to
that certain Agreement and Plan of Reorganization
entered into between Xxxxxxx-Xxxxxxxx and White
Lightning Products Corp., prepare and file with the
Securities and Exchange Commission (the "Commission")
a registration statement on a form available for the
sale of the Shares from time to time in the market or
in privately-negotiated transactions;
(b) use its best efforts, subject to receipt of necessary
information from the Shareholders, to cause such
registration statement to become effective as soon as
practicable after the filing thereof;
(c) prepare and file with the Commission such amendments
and supplements to such registration statement and
the prospectus used in connection therewith as may be
necessary to keep such registration statement
effective until the earlier of (i) the date all the
Shares have been sold pursuant thereto or (ii) three
(3) years (or such shorter period as provided in Rule
144 of the Securities Act) from the date the Shares
are received by the Shareholders;
(d) furnish to each Shareholder with respect to the
Shares registered on such registration statement (and
to each underwriter, if any, of such Shares) such
number of copies of prospectuses and preliminary
prospectuses in conformity with the requirements of
the Securities Act and such other documents as the
Shareholder may reasonably request, in order to
facilitate the public sale or other disposition of
all or any of the Shares by the Shareholder,
provided, however, that the obligation of
Xxxxxxx-Xxxxxxxx to deliver copies of prospectuses or
preliminary prospectuses to the Shareholder shall be
subject to the receipt by Xxxxxxx-Xxxxxxxx of
reasonable assurances from the Shareholder that the
Shareholder will comply with the applicable
provisions of the Securities Act and of such other
securities or blue sky laws as may be applicable in
connection with any use of such prospectuses or
preliminary prospectuses;
(e) file documents required for blue sky clearance for
the sale of the Shares in states specified in writing
by any Shareholder;
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(f) bear all expenses in connection with the procedures
in paragraphs (a) through (e) of this Section 1 and
the registration of the Shares on such registration
statement and the satisfaction of the blue sky laws
of such states, including but not limited to all
registrations, exemptions, qualifications and filing
fees, printing expenses, fees and disbursements of
counsel for Xxxxxxx-Xxxxxxxx, blue sky fees and
expenses, and excluding any underwriting discounts and
selling commissions, fees and expenses, if any, of
separate counsel or other independent advisors to
the Shareholder or other Shareholders.
Xxxxxxx-Xxxxxxxx understands that the Shareholder disclaims being an
underwriter, but the Shareholder being deemed an underwriter shall not
relieve Xxxxxxx-Xxxxxxxx of any obligation it has hereunder.
2. Transfer of Shares.
Shareholder understands and agrees that the Shares will be or are
restricted as to resale and agrees that Shareholder will only resell
the Shares pursuant to an effective registration statement or an
exemption from registration satisfactory to Xxxxxxx-Xxxxxxxx for the
removal of the restricted transfer legend on the Shares. After the
registration of the Shares pursuant to Section 1 above, each
Shareholder agrees that, during the period the registration statement
remains effective, such Shareholder:
(a) will not affect any disposition of the Shares that
would constitute a sale within the meaning of the
Securities Act (a "Transfer") except as contemplated
in the registration statement referred to in Section
1; and
(b) will not make any sale of the Shares without
effectively causing the prospectus delivery
requirements under the Securities Act to be
satisfied.
3. Indemnification. For the purposes of this Section 3:
(a) the term "Selling Stockholder" shall include the
Shareholder and any affiliate of such Shareholder;
(b) the term "Registration Statement" shall include any
preliminary prospectus, final prospectus, exhibit or
amendment included in or relating to the registration
statement referred to in Section 1; and
(c) the term "untrue statement" shall include any untrue
statement or alleged untrue statement, or any
omission or alleged omission to state in the
registration statement a material fact required to be
stated therein
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or necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading.
Xxxxxxx-Xxxxxxxx shall defend, indemnify and hold harmless the
Shareholders and each of them from any obligation, liability, claim,
loss, cost, suit, damage, action, proceeding or cause of action
including, without limitation, attorneys' fees and expenses
(collectively, "Claims") arising from or pertaining to: (i) the
registration of the Shares described in this Section IV and/or the
registration or exemption of the Shares under state blue sky laws,
including but not limited to all Claims arising under federal and
state securities laws and including (except as expressly set forth
below) any misrepresentation or omission of a material fact contained
in the registration statement covering the Shares; and (ii) any
failure by Xxxxxxx-Xxxxxxxx to fulfill any undertaking included in the
registration statement and/or this Section IV; provided, however, that
the foregoing shall not apply and instead a Shareholder shall be
obligated to defend, indemnify and hold harmless Xxxxxxx-Xxxxxxxx (and
each person, if any, that controls Xxxxxxx-Xxxxxxxx within the
meaning of Section 15 of the Securities Act, each officer of
Xxxxxxx-Xxxxxxxx who signs the registration statement, and each
director of Xxxxxxx-Xxxxxxxx) and the other Shareholders from any
Claim if and to the extent such Claim arises from or pertains to (a)
the failure of such indemnifying Shareholder to comply with the
covenants and agreements contained in Sections 2 and 6 of this Section
IV; and/or (b) any misrepresentation or omission of a material fact
contained, as of the effective date of any registration statement
covering the Shares, in information furnished to Xxxxxxx-Xxxxxxxx by
or on behalf of such indemnifying Shareholder specifically for use in
the preparation of such registration statement.
Promptly after receipt by any indemnified person of a notice of a
claim or the beginning of any action in respect of which indemnity is
to be sought against an indemnifying person pursuant to this Section
3, such indemnified person shall notify the indemnifying person in
writing of such claim or of the commencement of such action, and,
subject to the provisions hereinafter stated, in case any such action
shall be brought against an indemnified person and such indemnifying
person shall have been notified thereof, such indemnifying person
shall be entitled to participate therein, and, to the extent it shall
wish, to assume the defense thereof, with counsel reasonably
satisfactory to such indemnified person. After notice from the
indemnifying person to such indemnified person of its election to
assume the defense thereof, such indemnifying person shall not be
liable to such indemnified person for any legal expenses subsequently
incurred by such indemnified person in connection with the defense
thereof, provided, however, that if there exists or shall exist a
conflict of interest that would make it inappropriate in the
reasonable judgment of the indemnified person for the same counsel to
represent both the indemnified person and such indemnifying person or
any affiliate or associate thereof, the indemnified person shall be
entitled to retain its own counsel at the expense of such indemnifying
person.
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4. TERMINATION OF CONDITIONS AND OBLIGATIONS. The conditions precedent
imposed upon the transferability of the Shares shall cease and
terminate as to any particular number of the Shares when such Shares
shall have been effectively registered under the Securities Act
and sold or otherwise disposed of in accordance with the intended
method of disposition set forth in the registration statement covering
such Shares.
5. INFORMATION AVAILABLE. So long as any registration statement is
effective covering the resale of Shares, Xxxxxxx-Xxxxxxxx will furnish
to each Shareholder:
(a) as soon as practicable after available (but in the
case of Xxxxxxx-Xxxxxxxx' Annual Report to
Shareholders, within 120 days after the end of each
fiscal year of Xxxxxxx-Xxxxxxxx, if then available),
one copy of (i) its Annual Report to Shareholders,
(ii) if not included in substance in the Annual
Report to Shareholders, its annual report on Form
10-K, (iii) each of its Quarterly Reports to
Shareholders, and its quarterly report on Form 10-Q,
and (iv) a full copy of the particular registration
statement covering the Shares (the foregoing, in each
case, excluding exhibits); and
(b) upon the reasonable request of the Shareholder, all
exhibits excluded by the parenthetical to
subparagraph (a) (iv) of this Section 5 and all other
information that is generally available to the
public;
and Xxxxxxx-Xxxxxxxx, upon the reasonable request of the Shareholder,
will meet with the Shareholder or a representative thereof at
Xxxxxxx-Xxxxxxxx' headquarters to discuss all information relevant for
disclosure in any registration statement covering the Shares and will
otherwise cooperate with any Shareholder conducting an investigation
for the purpose of reducing or eliminating such Shareholders' exposure
to liability under the Securities Act, including the production of
information at Xxxxxxx-Xxxxxxxx' headquarters.
6. NO SALE PERIODS. Xxxxxxx-Xxxxxxxx will notify each Shareholder, at
any time when a prospectus relating to the registered Shares is
required to be delivered under the Securities Act, if Xxxxxxx-Xxxxxxxx
becomes aware 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 a material fact or omits to state a
material fact required to be stated in the prospectus or necessary to
make the statements made in the prospectus not misleading in the light
of the then existing circumstances. Each Shareholder agrees not to
effect a sale of the Shares pursuant to the registration statement
during any period that Xxxxxxx-Xxxxxxxx reasonably requests due to the
existence of information relating to events outside the ordinary
course of Xxxxxxx-Xxxxxxxx' business that has not been publicly
disclosed, it being understood and agreed that Xxxxxxx-Xxxxxxxx is
under no obligation to disclose any such information for the purpose
of permitting any such sale.
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7. NOTICES. All notices, requests, consents and other communications
hereunder shall be in writing, shall be mailed by first-class
registered or certified air mail, postage prepaid, and shall be deemed
given when so mailed:
(a) if to Xxxxxxx-Xxxxxxxx, to The Xxxxxxx-Xxxxxxxx
Company, Legal Department, 000 Xxxxxxxx Xxxxxx, X.X.,
Xxxxxxxxx, Xxxx 00000, Attn: Xxxxxxx X. Xxxxxxxxx;
(b) if to the Shareholder, at the address as set forth in
this document, or at such other address or addresses
as may have been furnished to Xxxxxxx-Xxxxxxxx in
writing; or
(c) if to any transferee or transferees of the
Shareholder, at such address or addresses as shall
have been furnished to Xxxxxxx-Xxxxxxxx at the time
of the transfer or transfers, or at such other
address or addresses as may have been furnished by
such transferee or transferees to Xxxxxxx-Xxxxxxxx in
writing.
8. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Ohio and the United States of
America.
9. SURVIVAL. The representations, covenants, rights and obligations set
forth in this Agreement shall remain in effect throughout the
effectiveness of any registration statement covering the Shares and
for a period of six years thereafter.
