REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT, dated as of May 27, 1998 (this
"Agreement"), among ICON CMT CORP., a Delaware corporation (the "Transferee"),
and each of the persons listed on Schedule A hereto (each, a "Transferor" and,
collectively, the "Transferors").
W I T N E S S E T H:
WHEREAS, the parties hereto are parties to an Agreement and Plan
of Reorganization dated as of May 20, 1998 (the "Reorganization Agreement"),
pursuant to which, among other things, the Transferors have agreed, subject to
certain conditions, to exchange the Frontier Shares for the Icon Shares (unless
indicated otherwise herein, each capitalized term used herein shall have the
same meaning ascribed to it in the Reorganization Agreement);
WHEREAS, the conditions to the Reorganization have been satisfied,
and the Reorganization is being consummated contemporaneously with the execution
of this Agreement; and
WHEREAS, the Transferee and the Transferors desire to provide for
the circumstances under which the Transferee will register the Icon Shares on
behalf of the Transferors;
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements herein contained , the parties hereto hereby agree as
follows:
1. Definitions. Capitalized terms used but not defined elsewhere in
this Agreement are defined as follows:
1.1 "Certificate of Incorporation" shall mean the Certificate
of Incorporation of the Transferee, as amended, in effect on the date hereof.
1.2 "Commission" shall mean the Securities and Exchange
Commission, or any other federal agency at the time administering the Securities
Act.
1.3 "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.
1.4 "Registration Expenses" shall mean the expenses described
in Section 4.
1.5 "Restricted Securities" shall mean the shares of Icon
Common Stock issued to each of the Transferors on the date hereof pursuant to
the Reorganization Agreement (including the Escrowed Shares); provided, however,
that Restricted Securities shall cease to be such when (i) a registration
statement covering such Restricted Securities has become or been declared
effective and they have been disposed of pursuant to that registration
statement, (ii) eligible to be sold, transferred or distributed pursuant to or
in compliance with Rule 144 (or any similar provision then in force) or any
other exemption from registration under the Securities Act without restriction
as to the amount of Restricted Securities being sold, or (iii) they have been
otherwise transferred and the Transferee has delivered new certificates not
subject to any stop transfer order or other restriction on transfer and not
bearing a legend restricting transfer in the absence of an effective
registration statement.
1.6 "Securities Act" shall mean the Securities Act of 1933, or
any similar federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.
1.7 "Selling Expenses" shall mean the expenses so described in
Section 4.
2. Piggy-Back Registration.
2.1 If the Transferee at any time proposes to register any Icon
Common Stock under the Securities Act for sale to the public, whether for its
own account or for the account of other security holders or both (except with
respect to registration statements on Form S-8 or Form S-4 or another form not
available for registering Restricted Securities for resales to the public), each
such time it shall give written notice to all holders of Restricted Securities
of its intention so to do. Subject to the restrictions contained in the
Affiliate Agreement, upon the written request of any holder of Restricted
Securities, given within thirty (30) days after the date of any such notice, to
register any of its Restricted Securities (which request shall state the
intended method of disposition thereof), the Transferee shall use its best
efforts to cause the Restricted Securities as to which registration shall have
been so requested to be included in the securities to be covered by the
registration statement proposed to be filed by the Transferee, all to the extent
requisite to permit the sale or other disposition by the holder (in accordance
with its written request) of such Restricted Securities so registered.
Notwithstanding anything to the contrary contained herein, the Transferee may
withdraw any such registration statement before it becomes effective or postpone
the offering of securities contemplated by such registration statement without
any obligation to the holders of any Restricted Securities. Any request by a
holder pursuant to this Section 2 to register Restricted Securities shall
specify that either (i) such Restricted Securities are to be included in the
underwriting on the same terms and conditions as
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the shares of Icon Common Stock otherwise being sold through underwriters under
such registration or (ii) such Restricted Securities are to be sold in the open
market without any underwriting, on terms and conditions comparable to those
normally applicable to offerings of common stock in reasonably similar
circumstances. In the event that any registration pursuant to this Section 2
shall be, in whole or in part, an underwritten public offering of Icon Common
Stock, the number of Restricted Securities to be included in such an
underwriting may be reduced (pro rata among the requesting holders of Restricted
Securities in accordance with the number of Restricted Securities owned by them)
if and to the extent that the managing underwriter shall be of the opinion that
such inclusion would adversely affect its ability to effect such offering in
accordance with the intended method thereof. The Transferee represents and
warrants to the Transferors that no holders of securities of the Transferee have
been granted any registration rights other than as described in the Transferee's
Registration Statement on Form S-1 (File No. 333-38339) declared effective by
the Commission on February 12, 1998.
3. Registration Procedures. If and whenever the Transferee is
required by the provisions of Section 2 to use its best efforts to effect the
registration of any shares of Restricted Securities under the Securities Act,
the Transferee shall, as expeditiously as possible:
3.1 prepare and file with the Commission a registration
statement with respect to such securities and use its best efforts to cause such
registration statement to become effective as soon as reasonably practicable and
remain effective for the period of the distribution contemplated thereby (in
accordance with the selling Transferor(s) intended method of disposition set
forth in such registration statement);
3.2 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 for
the period specified in Section 3.1;
3.3 furnish to each selling Transferor and to each underwriter,
if any, such number of copies of the registration statement, the prospectus
included therein (including each preliminary prospectus) and all amendments and
supplements thereto as such persons may reasonably request in order to
facilitate the public sale or other disposition of the Restricted Securities
covered by such registration statement;
3.4 use its best efforts to register or qualify the Restricted
Securities covered by such registration statement under the securities or blue
sky laws of such jurisdictions as the sellers of Restricted Securities or, in
the case of an underwritten public offering, the managing underwriter shall
reasonably request;
3.5 notify each selling Transferor under such registration
statement and each underwriter, if any, at any time, as promptly as practicable,
(i) when a prospectus or any prospectus supplement or post-effective amendment
has been filed, and, with respect to a registration statement or any
post-effective amendment, when it has become effective, (ii) of any
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request by the Commission for amendments or supplements to a registration
statement or related prospectus or for additional information, (iii) of the
issuance by the Commission of any stop order suspending the effectiveness of a
registration statement or the initiation of any proceedings for that purpose,
and (iv) of the receipt by the Transferee of any notification with respect to
the suspension of the qualification of any of the Registrable Securities for
sale in any jurisdiction or the initiation of any proceeding for such purpose;
3.6 notify each selling Transferor under such registration
statement and each underwriter, if any, as promptly as practicable, at any time
when a prospectus relating thereto is required to be delivered under the
Securities Act, of the happening of any event as a result of which the
prospectus contained in such registration statement, as then in effect, includes
an untrue statement of a material fact or omits to state any material fact
required to be stated therein not misleading in the light of the circumstances
then existing, and, as promptly as practicable, prepare a supplement or
post-effective amendment to such registration statement or related prospectus or
file any other required document to correct such misstatement or omission; and
3.7 make available for inspection by each selling Transferor,
any underwriter participating in any distribution pursuant to such registration
statement, and any attorney, accountant or other agent retained by such seller
or underwriter, all financial and other records, pertinent corporate documents
and properties of the Transferee, and cause the Transferee's officers, directors
and employees to supply all information reasonably requested by any such seller,
underwriter, attorney, accountant or agent in connection with such registration
statement.
For purposes of Sections 3.1 and 3.2 above, the period of
distribution of Restricted Securities in a firm commitment underwritten public
offering shall be deemed to extend until each underwriter has completed the
distribution of all securities purchased by it, and the period of distribution
of Restricted Securities in any other registration shall be deemed to extend
until the earlier of the sale of all Restricted Securities covered thereby or
six (6) months after the effective date thereof.
In connection with each registration hereunder, the selling
holders of Restricted Securities shall furnish to the Transferee in writing such
information with respect to themselves and the proposed distribution by them as
shall be necessary in order to assure compliance with Federal and applicable
state securities laws and to address any other reasonable concerns of the
Transferee about such selling holders.
In connection with each registration pursuant to Section 2
covering an underwritten public offering, the Transferee agrees to enter into a
written agreement with the managing underwriter selected in the manner herein
provided in such form and containing such provisions as are customary in the
securities business for such an arrangement between major underwriters and
companies of the Transferee's size and investment stature, it being understood
by the parties hereto that if such agreement shall contain any such provision
applicable to the Transferee that is inconsistent with the provisions thereof,
the provisions of such agreement shall
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control and are hereby accepted by each Transferor who may sell Restricted
Securities pursuant to Section 2.
In connection with each registration hereunder, the Transferee
shall furnish to each seller of Restricted Securities copies of such
accountants' "comfort" letters, legal opinions and other documentation addressed
to such seller as is provided to other holders of securities of the Transferee
then being registered.
4. Expenses. All expenses incurred by the Transferee in complying
with Section 2, including, without limitation, all registration and filing fees,
printing expenses, fees and disbursements of counsel and independent public
accountants for the Transferee, fees of the National Association of Securities
Dealers, Inc., transfer taxes, fees of transfer agents and registrars and costs
of insurance and fees and expenses of one counsel for the sellers of Restricted
Securities, but excluding any Selling Expenses, are herein called "Registration
Expenses." All underwriting discounts and selling commissions applicable to the
sale of Restricted Securities are herein called "Selling Expenses." The
Transferee shall pay all Registration Expenses in connection with each
registration statement filed pursuant to Section 2. All Selling Expenses
incurred in connection with any sale of Restricted Securities by any
participating seller shall be borne by such seller, or by such persons other
than the Transferee (except to the extent the Transferee shall be a seller) as
the participating sellers may agree.
5. Indemnification.
5.1 In the event of a registration of any of the Restricted
Securities under the Securities Act pursuant to Section 2, the Transferee shall
indemnify and hold harmless each Transferor of such Restricted Securities
thereunder and each other person, if any, who controls such seller within the
meaning of the Securities Act, against any and all losses, claims, damages,
expenses or liabilities, joint or several, to which such seller or controlling
person may become subject under the Securities Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon any untrue statement or alleged untrue statement of any
material fact contained in any registration statement under which such
Restricted Securities were registered under the Securities Act pursuant to
Section 2, any preliminary prospectus or final prospectus contained therein, or
any amendment or supplement thereof, 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 not misleading, and
shall reimburse each such seller and each such controlling person for any legal
or other expenses reasonably incurred by them in connection with investigating
or defending any such loss, claim, damage, liability, expense or action;
provided, however, that the Transferee shall not be liable in any such case if
and to the extent that any such loss, claim, damage or liability arises out of
or is based upon an untrue statement or alleged untrue statement or omission or
alleged omission so made in conformity with information furnished by such seller
or such controlling person or any underwriter in such offering in writing
specifically for use in such registration statement or prospectus; provided,
further, however, that, with respect to any untrue
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statement or alleged untrue statement in, or omission or alleged omission from,
any registration statement under which such Restricted Securities were
registered under the Securities Act pursuant to Section 3, any preliminary
prospectus or final prospectus contained therein, or any amendment or supplement
thereof, the indemnity contained in this Section 5.1 shall not inure to the
benefit of any seller of Restricted Securities pursuant to Section 2 from whom
the person asserting any such losses, claims, damages or liabilities purchased
any of such Restricted Securities to the extent that a prospectus or prospectus
supplement was not sent or given to such person by such seller a reasonable time
prior to such time as such person may legally have rescinded the purchase of
such Restricted Securities and such prospectus or prospectus supplement was
supplied by the Transferee to such seller.
5.2 In the event of a registration of any of the Restricted
Securities under the Securities Act pursuant to Section 2, each seller of such
Restricted Securities thereunder, severally and not jointly, shall indemnify and
hold harmless the Transferee and each person, if any, who controls the
Transferee within the meaning of the Securities Act, each officer of the
Transferee who signs the registration statement, each director of the
Transferee, each underwriter and each person who controls any underwriter within
the meaning of the Securities Act, against all losses, claims, damages, expenses
or liabilities, joint or several, to which the Transferee or such officer or
director or underwriter or controlling person may become subject under the
Securities Act or otherwise, insofar as such losses, claims, damages, expenses
or liabilities (or actions in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of any material fact contained
in the registration statement under which such Restricted Securities were
registered under the Securities Act pursuant to Section 2, any preliminary
prospectus or final prospectus contained therein, or any amendment or supplement
thereof, 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 not misleading, and shall reimburse the Transferee and
each such officer, director, underwriter and controlling person for any legal or
other expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however,
that such seller shall be liable hereunder in any such case if and only to the
extent that any such loss, claim, damage or liability arises out of or is based
upon an untrue statement or alleged untrue statement or omission or alleged
omission made in reliance upon and in conformity with information pertaining to
such seller, as such, furnished in writing to the Transferee by such seller
specifically for use in such registration statement or prospectus; provided,
further, however, that the liability of each seller hereunder shall be limited
to the proportion of any such loss, claim, damage, liability or expense that is
equal to the proportion that the public offering price of the shares sold by
such seller under such registration statement bears to the total public offering
price of all securities sold thereunder, but not to exceed the proceeds received
by such seller from the sale of Restricted Securities covered by such
registration statement.
5.3 Promptly after receipt by an indemnified party hereunder of
notice of the commencement of any action, such indemnified party shall, if a
claim in respect thereof is to be made against the indemnifying party hereunder,
notify the indemnifying party in writing thereof,
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but the omission so to notify the indemnifying party shall not relieve it from
any liability which it may have to any indemnified party under this Section 5,
except to the extent that the indemnifying party shall have been prejudiced as a
result of any such failure or delay in being so notified by such indemnified
party. In case any such action shall be brought against any indemnified party
and it shall notify the indemnifying party of the commencement thereof, the
indemnifying party shall be entitled to participate in and, to the extent it
shall wish, to assume and undertake the defense thereof with counsel selected by
such indemnified party, and, after notice from the indemnifying party to such
indemnified party of its election to assume and undertake the defense thereof,
the indemnifying party shall not be liable to such indemnified party under this
Section 5 for any legal expenses subsequently incurred by such indemnified party
in connection with the defense thereof other than reasonable costs of
investigation and of liaison with counsel so selected; provided, however, that,
if the defendants in any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded
that there may be reasonable defenses available to it which are different from
or additional to those available to the indemnifying party or if the interests
of the indemnified party reasonably may be deemed to conflict with the interests
of the indemnifying party, the indemnified party shall have the right to select
a separate counsel and to assume such legal defenses and otherwise to
participate in the defense of such action, with the reasonable expenses and fees
of such separate counsel and other expenses related to such participation to be
reimbursed by the indemnifying party as incurred. Any such indemnifying party
shall not be liable to any such indemnified party on account of any settlement
of any claim or action effected without the consent of such indemnifying party,
which consent shall not be unreasonably withheld.
5.4 Notwithstanding the foregoing, any indemnified party shall
have the right to retain its own counsel in any such action, but the fees and
disbursements of such counsel shall be at the expense of such indemnified party
unless (i) the indemnifying party shall have failed to retain counsel for the
indemnified party as aforesaid, (ii) the indemnified party shall have reasonably
concluded that there may be reasonable defenses available to it that conflict
with the interests of the indemnifying party or (iii) the indemnifying party and
such indemnified party shall have mutually agreed to the retention of such
counsel. It is understood that the indemnifying party shall not, in connection
with any action or related actions in the same jurisdiction, be liable for the
fees and disbursements of more than one separate firm qualified in such
jurisdiction to act as counsel for all indemnified parties. The indemnifying
party shall not be liable for any settlement of any proceeding effected without
its written consent, but if settled with such consent or if there be a final
judgment for the plaintiff, the indemnifying party agrees to indemnify the
indemnified party from and against any loss or liability by reason of such
settlement or judgment (other than fees and disbursements of counsel as
aforesaid). If the indemnification provided for in Sections 5.1 and 5.2 is
unavailable or insufficient to hold harmless an indemnified party thereunder in
respect of any losses, claims, damages or liabilities or actions in respect
thereof referred to therein, then each indemnifying party shall, in lieu of
indemnifying such indemnified party, contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages, liabilities
or actions in such proportion as appropriate to reflect the relative fault of
the Transferee, on the one hand, and the sellers of such Restricted Securities,
on the other, in
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connection with the statement or omissions that resulted in such losses, claims,
damages, liabilities or actions, as well as any other relevant equitable
considerations, including the failure to give any notice under Section 5.3. The
relative fault shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the
Transferee, on the one hand, or by the sellers of such Restricted Securities, on
the other, and to the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.
5.5 The Transferee and the sellers of Restricted Securities
agree that it would not be just and equitable if contribution pursuant to this
Section 5 were determined by pro rata allocation (even if all of the sellers of
Restricted Securities were treated as one entity for such purpose) or by any
other method of allocation which does not take account of the equitable
considerations referred to in Section 5.4. The amount paid or payable by an
indemnified party as a result of the losses, claims, damages, liabilities or
action in respect thereof, referred to in Section 5.4 shall be deemed to
include, subject to the limitations set forth above, any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of Section
5.4 and this Section 5.5, the sellers of such Restricted Securities shall not be
required to contribute any amount in excess of the amount, if any, by which the
total price at which the Icon Common Stock sold by each of them was offered to
the public exceeds the amount of any damages which they would have otherwise
been required to pay by reason of such untrue or alleged untrue statement of
omission. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who is not guilty of such fraudulent misrepresentation.
6. Changes in Common Stock. If, and as often as, there are any
changes in the Icon Common Stock by way of stock split, stock dividend,
combination or reclassification, or through merger, consolidation,
reorganization or recapitalization, or by any other means, appropriate
adjustment shall be made in the provisions hereof, as may be required, so that
the rights and privileges granted hereby shall continue with respect to the Icon
Common Stock as so changed.
7. Rule 144 Reporting. The Transferee agrees with you as follows:
7.1 The Transferee shall use its best efforts to make and keep
public information available as those terms are understood and defined in Rule
144 under the Securities Act.
7.2 The Transferee shall use its best efforts to file with the
Commission in a timely manner all reports and other documents as the Commission
may prescribe under Section 13(a) or 15(d) of the Exchange Act at any time after
the Transferee has become subject to such reporting requirements of the Exchange
Act.
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7.3 The Transferee shall furnish to such holder of Restricted
Securities forthwith upon written request (i) a written statement by the
Transferee as to its compliance with the reporting requirements of Rule 144, and
of the Exchange Act, (ii) a copy of the most recent annual or quarterly report
of the Transferee, and (iii) such other reports and documents so filed as a
holder may reasonably request to avail itself of any rule or regulation of the
Commission allowing a holder of Restricted Securities to sell any such
securities without registration.
8. Miscellaneous.
8.1 Limitation of Authority. No provision hereof shall be
deemed to create any partnership, joint venture or joint enterprise or
association between the parties hereto, or to authorize or to empower any party
hereto to act on behalf of, obligate or bind any other party hereto.
8.2 Notices. Any notice or demand hereunder to or upon any
party hereto required or permitted to be given or made shall be deemed to have
been duly given or made for all purposes if (a) in writing and sent by (i)
messenger or an overnight courier service against receipt, or (ii) certified or
registered mail, postage paid, return receipt requested, or (b) sent by
telegram, telecopy, telex or similar electronic means, provided that a written
copy thereof is sent on the same day by postage paid first-class mail, to such
party at the following address:
To any Transferor: To the Transferors' Representative, at its address
set forth on Schedule 2.1 to the Reorganization
Agreement
With a copy to: Klehr, Harrison, Xxxxxx, Xxxxxxxxx & Xxxxxx LLP
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Attn: Xxxxxx X. Xxxxxxxxx, Esq.
Fax: (000) 000-0000
To the Transferee: 0000 Xxxxxx Xxxxxxxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
Attn: Xxxxx X. Xxxxx, Esq.
Vice President, Business Affairs
and General Counsel
Fax: (000) 000-0000
With a copy to: Xxxxxx Xxxxxx Flattau & Klimpl, LLP
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxx Xxxxxxxx, Esq.
Fax: (000) 000-0000
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or such other address as either party hereto may at any time, or from time to
time, direct by notice given to the other party in accordance with this Section.
The date of giving or making of any such notice or demand shall be, in the case
of clause (a)(i), the date of the receipt; in the case of clause (a)(ii), five
(5) business days after such notice or demand is sent; and, in the case of
clause (b), the business day next following the date such notice or demand is
sent.
8.3 Amendment. No amendment of this Agreement shall be valid or
effective, unless in writing and signing by or on behalf of the parties hereto;
provided, however, the Transferors' Representative may sign any amendment on
behalf of all of the Transferors.
8.4 Waiver. No course of dealing or omission or delay on the
part of any party hereto in asserting or exercising any right hereunder shall
constitute or operate as a waiver of any such right. No waiver of any provision
hereof shall be effective, unless in writing and signed by or on behalf of the
party to be charged therewith. No waiver shall be deemed a continuing waiver or
waiver in respect of any other or subsequent breach or default, unless expressly
so stated in writing.
8.5 Governing Law. This Agreement shall be governed by, and
interpreted and enforced in accordance with, the laws of the State of New York,
without regard to principles of choice of law or conflict of laws that would
defer to the substantive laws of another jurisdiction.
8.6 Jurisdiction. Each of the parties hereto hereby irrevocably
consents and submits to the exclusive jurisdiction of the Supreme Court of the
State of New York for the County of New York and the United States District
Court for the Southern District of New York in connection with any Proceeding
arising out of or relating to this Agreement or the transactions contemplated
hereby, waives any objection to venue in New York County, New York, or such
District and agrees that service of any summons, complaint, notice or other
process relating to such Proceeding may be effected in the manner provided by
clause (a)(ii) of Section 8.2 hereof.
8.7 Remedies. In the event of any actual or prospective breach
or default by either party hereto, the other party shall be entitled to
equitable relief, including remedies in the nature of rescission, injunction and
specific performance. All remedies hereunder are cumulative and not exclusive,
and nothing herein shall be deemed to prohibit or limit either party from
pursuing any other remedy or relief available at law or in equity for such
actual or prospective breach or default, including the recovery of damages;
provided, however, that the indemnification provisions of Section 5 shall be the
sole and exclusive remedy with respect to third-party claims for monetary
damages.
8.8 Severability. The provisions hereof are severable and in
the event that any provision of this Agreement shall be determined to be invalid
or unenforceable in any respect by a court of competent jurisdiction, the
remaining provisions hereof shall not be affected, but shall, subject to the
discretion of such court, remain in full force and effect, and any invalid or
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unenforceable provision shall be deemed, without further action on the part of
the parties hereto, amended and limited to the extent necessary to render the
same valid and enforceable.
8.9 Further Assurances. Each party hereto covenants and agrees
promptly to execute, deliver, file or record such agreements, instruments,
certificates and other documents and to perform such other and further acts as
the other party hereto may reasonably request or as may otherwise be necessary
or proper to consummate and perfect the transactions contemplated hereby.
8.10 Assignment. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and
permitted assigns. The rights or any portion thereof of any Transferor herein
may be assigned by such Transferor at its sole discretion (and thereupon by such
assignee) without the consent of the Transferee to any Person who acquires at
least such amount of Registrable Securities as equals the lesser of (a) 80% of
the aggregate amount of Registrable Securities originally acquired by such
Transferor and (b) Registrable Securities that consist of at least 100,000
shares of Icon Common Stock; provided, however, that (x) the Transferee is given
prior written notice by the assignor stating the name and address of the
permitted assignee and identifying the Registrable Securities with respect to
which such rights are being assigned and (y) such assignee agrees in writing to
be bound by the terms of this Agreement.
8.11 Entire Agreement. This Agreement embodies the entire
agreement of the parties hereto with respect to the subject matter hereof and
supersede any prior agreement, commitment or arrangement relating thereto.
8.12 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the Transferee, by its duly authorized
officer, and each Transferor have duly executed this Agreement as of the day and
year first above written.
The Transferee:
ICON CMT CORP.
By: /s/ Xxxxx X. Xxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxx
Title: President & CEO
The Transferors:
/s/ Xxxxxx Xxxxxx
--------------------------------
XXXXXX XXXXXX
/s/ Xxxxxxx Xxxxxx
--------------------------------
XXXXXXX XXXXXX
U/D/T 3/18/98 FBO XXXXXX XXXX XXXXXX
By: /s/ Xxxxxxx Xxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxx
Title: Trustee
U/D/T 3/18/98 FBO XXXXX XXXXXXXXX
XXXXXX
By: /s/ Xxxxxxx Xxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxx
Title: Trustee
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U/D/T 3/18/98 FBO EVAN XXXXXX XXXXXX
By: /s/ Xxxxxxx Xxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxx
Title: Trustee
/s/ Xxxxx Xxxxxxxx
--------------------------------
XXXXX XXXXXXXX
/s/ Xxxxx Xxxxx
--------------------------------
XXXXX XXXXX
/s/ Xxx Xxxxx
--------------------------------
XXX XXXXX
/s/ Xxxxx Xxxxx
--------------------------------
XXXXX XXXXX
/s/ Xxxxx Xxxxxxx
--------------------------------
XXXXX XXXXXXX
/s/ Xxxx Xxxx
--------------------------------
XXXX XXXX
/s/ Xxxx Xxxx
--------------------------------
XXXX XXXX
/s/ Xxxxxxx Xxxxxx
--------------------------------
XXXXXXX XXXXXX
/s/ Xxxx Xxxxxx
--------------------------------
XXXX XXXXXX
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/s/ Xxxxxxxx Xxxxxx
--------------------------------
XXXXXXXX XXXXXX
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SCHEDULE A
Transferors
-----------
Xxxxxx Xxxxxx
Xxxxxxx Xxxxxx
U/D/T 3/18/98 FBO Xxxxxx Xxxx Xxxxxx
U/D/T 3/18/98 FBO Xxxxx Xxxxxxxxx Xxxxxx
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