EXHIBIT 4.2
FORM OF REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the "Agreement") is made and entered
into as of ____________________, 1997, by and among Pentegra Dental Group,
Inc., a Delaware corporation ("Pentegra"), and each person listed on the
signature pages hereof under the caption "Stockholder" (the "Stockholder").
This Agreement is made pursuant to the terms of the Agreement and Plan of
Reorganization or Asset Contribution Agreement dated as of _________________,
by and among Pentegra, and the Stockholder and certain other individuals or
entities, if any (the "Plan"). In order to induce the Stockholder to enter
into the Plan, Pentegra has agreed to provide the registration rights on the
terms set forth in this Agreement for the benefit of the Stockholder.
The parties hereto agree as follows:
1. DEFINITIONS. All capitalized terms not otherwise defined herein shall
have the same meaning attributed to them as in the Plan.
2. PIGGYBACK REGISTRATION RIGHTS. At any time within two years following
the date hereof, whenever Pentegra proposes to register any Pentegra Common
Stock for its own or others' account under the Securities Act for a public
offering for cash, other than a registration relating to (i) employee benefit
plans, or (ii) issuance of shares in connection with an acquisition
transaction under a Registration Statement on Form S-4 (or a successor to
Form S-4 adopted by the Securities and Exchange Commission ("SEC"), Pentegra
will give Stockholder prompt written notice of its intent to do so (a
"Registration Notice") at least thirty (30) days prior to the filing of the
related registration statement with the SEC. Such notice shall specify the
approximate date on which Pentegra proposes to file such registration
statement and shall contain a statement that the Stockholder is entitled to
participate in such offering and shall set forth the number of shares of
Registrable Common (as hereinafter defined) that represents the best estimate
of the lead managing underwriter (or if not known or applicable, Pentegra)
that will be available for sale by the holders of Registrable Common in the
proposed offering. If Pentegra shall have delivered a Registration Notice,
Stockholder shall be entitled to participate on the same terms and conditions
as Pentegra in the public offering to which such Registration Notice relates
and to offer and sell shares of Registrable Common therein only to the extent
provided in this SECTION 2. Stockholder desiring to participate in such
offering shall notify Pentegra no later than twenty (20) days following
receipt of the Registration Notice of the aggregate number of shares of
Registrable Common that Stockholder then desires to sell in the offering.
Stockholder desiring to participate in such public offering may include
shares of Registrable Common in the registration statement relating to the
offering to the extent that the inclusion of such shares shall not reduce the
number of shares of Pentegra Common Stock to be offered and sold by Pentegra
to be included therein. If the lead managing underwriter selected by
Pentegra for a public offering (or, if the offering is not underwritten, a
financial advisor to Pentegra) determines that marketing factors require a
limitation on the number of shares of Registrable Common to be offered and
sold in such offering, there shall be included in the offering only that
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number of shares of Registrable Common, if any, that such lead managing
underwriter or financial advisor, as the case may be, reasonably and in good
faith believes will not jeopardize the success of the offering, provided that
if the lead managing underwriter or financial advisor, as the case may be,
determines that marketing factors require a limitation on the number of
shares of Registrable Common to be offered and sold as aforesaid and so
notifies Pentegra in writing, the number of shares of Registrable Common to
be offered and sold by holders desiring to participate in the offering shall
be allocated among such holders on a pro rata basis based on their holdings
of Registrable Common.
As used herein, "Registrable Common" means shares of Pentegra Common
Stock that were (i) issued to the Stockholder and certain other stockholders
pursuant to the Plan or the Other Agreements or (ii) were owned by certain
stockholders of Pentegra at the Closing Date or (iii) were issued to other
stockholders of Pentegra pursuant to acquisitions conducted after the date
hereof, and that, as of the time of determination, have presently
exercisable registration rights pursuant to the terms of this Agreement or a
similar agreement (the "Other Registration Rights Agreements") and shall
include any additional shares of Pentegra Common Stock issued or distributed
in respect of any such shares by way of stock dividend or distribution or
stock split or in connection with a combination of shares, recapitalization,
reorganization, merger, consolidation or otherwise. For purposes of this
Agreement and the Other Registration Rights Agreements, shares of Registrable
Common will cease to be Registrable Common when and to the extent that (i) a
registration statement covering such shares has been declared effective under
the Securities Act and such shares have been disposed of pursuant to such
effective registration statement, (ii) such shares are distributed to the
public pursuant to Rule 144 (or any similar provision then in force) under
the Securities Act, or (iii) such shares have been otherwise transferred to a
party that is not an affiliate of the transferring stockholder and new
certificates for such shares of Registrable Common not bearing a legend
restricting further transfer shall have been delivered by Pentegra.
3. REGISTRATION PROCEDURES. In connection with registrations under SECTION
2 hereof, Pentegra shall (a) use its best efforts to prepare and file with
the SEC as soon as reasonably practicable, a registration statement with
respect to the Registrable Common and use its best efforts to cause such
registration to promptly become and remain effective for a period of at least
120 days (or such shorter period during which holders shall have sold all
Registrable Common which they requested to be registered) and (ii) in the
case of any registration of a Stockholder's Registrable Common on Form S-3
which is intended to be offered on a continuous or delayed basis, such
120-day period shall be extended, if necessary, to keep the registration
statement effective until all such shares of Registrable Common are sold; (b)
prepare and file with the SEC such amendments (including post-effective
amendments) to such registration statement and supplements to the related
prospectus to appropriately reflect the plan of distribution of the
securities registered thereunder until the completion of the distribution
contemplated by such registration statement or for so long thereafter as a
dealer is required by law to deliver a prospectus in connection with the
offer and sale of the shares of Registrable Common covered by such
registration statement and/or as shall be necessary so that neither such
registration statement nor the related prospectus shall contain any 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
so that such registration statement and the related prospectus will otherwise
comply with applicable legal requirements; (c) provide to any Stockholder
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requesting to include shares of Registrable Common in such registration
statement and a single counsel for all holders of Registrable Common
requesting to include shares of Registrable Common in such registration
statement, which counsel shall be selected by the holders of a majority of
shares of Registrable Common requested to be included in such registration
statement and shall be reasonably satisfactory to Pentegra, an opportunity to
review and provide comments with respect to such registration statement (and
any post-effective amendment thereto) prior to such registration statement
(or post-effective amendment) becoming effective; (d) use its best efforts to
register and qualify the Registrable Common covered by such registration
statement under applicable securities or "Blue Sky" laws of such
jurisdictions as the holders shall reasonably request for the distribution of
the Registrable Common; (e) take such other actions as are reasonable and
necessary to comply with the requirements of the Securities Act and the rules
and regulations thereunder; (f) furnish such number of prospectuses
(including preliminary prospectuses) and documents incident thereto as a
Stockholder from time to time may reasonably request; (g) provide to any
Stockholder requesting to include Registrable Common in such registration
statement and any managing underwriter participating in any distribution
thereof, and to any attorney, accountant or other agent retained by
Stockholder or managing underwriter, reasonable access to appropriate
officers and directors of Pentegra to ask questions and to obtain information
reasonably requested by any Stockholder, managing underwriter, attorney,
accountant or other agent in connection with such registration statement or
any amendment thereto, provided, however, that (i) in connection with any
such access or request, any such requesting persons shall cooperate to the
extent reasonably practicable to minimize any disruption to the operation by
Pentegra of its business and (ii) any records, information or documents shall
be kept confidential by such requesting persons, unless (1) such records,
information or documents are in the public domain or otherwise publicly
available or (2) disclosure of such records, information or documents is
required by court or administrative order or by applicable law (including,
without limitation, the Securities Act); (h) list or include such Registrable
Common on any securities exchange on which any stock of Pentegra is then
listed or included, if the listing or inclusion of such Registrable Common is
then permitted under the rules of such exchange; (i) use its best efforts to
keep the Stockholder informed of Pentegra's best estimate of the earliest
date on which such registration statement or any post-effective amendment
thereto will become effective and will notify Stockholder and the managing
underwriters participating in the distribution pursuant to such registration
statement promptly (i) when Pentegra is informed that such registration
statement or any post-effective amendment to such registration statement
becomes effective, (ii) of any request by the SEC for an amendment or any
supplement to such registration statement or any related prospectus, (iii) of
the issuance by the SEC of any stop order suspending the effectiveness of
such registration statement or of any order preventing or suspending the use
of any related prospectus or the initiation or threat of any proceeding for
that purpose, (iv) of the suspension of the qualification of any shares of
Registrable Common included in such registration statement for sale in any
jurisdiction or the initiation or threat of a proceeding for that purpose,
(v) of any determination by Pentegra that an event has occurred which makes
untrue any statement of a material fact made in such registration statement
or any related prospectus or which requires the making of a change in such
registration statement or any related prospectus in order that the same will
not contain any 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 (vi) of the completion of the
distribution contemplated by such registration statement if it relates to an
offering by Pentegra; (j) in the event of the issuance of any stop order
suspending the effectiveness of such registration
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statement or of any order suspending or preventing the use of any related
prospectus or suspending the qualification of any shares of Registrable
Common included in such registration statement for sale in any jurisdiction,
use its best efforts promptly to obtain its withdrawal; and (k) otherwise use
its best efforts to comply with all applicable rules and regulations of the
SEC, and make available to its security holders, as soon as reasonably
practicable, but not later than fifteen months after the effective date of
such registration statement, an earnings statement covering the period of at
least twelve months beginning with the first full fiscal quarter after the
effective date of such registration statement, which earnings statement shall
satisfy the provisions of Section 11(a) of the Securities Act.
4. UNDERWRITING AGREEMENT. In connection with each registration pursuant
to SECTION 2 covering an underwritten registered public offering, Pentegra
and each participating holder agree to enter into a written agreement with
the managing underwriter in such form and containing such provisions as are
customary in the securities business for such an arrangement between such
underwriter and companies of Pentegra's size and investment stature,
including provisions for indemnification by Pentegra.
5. AVAILABILITY OF RULE 144. Notwithstanding anything contained herein to
the contrary (including SECTION 2 hereof), Pentegra shall not be obligated to
register shares of Registrable Common held by any Stockholder at any time (a)
following the second anniversary of the date hereof or (b) for any
Stockholder then owning less than 1% of Pentegra's then outstanding Common
Stock when the resale provisions of Rule 144(k) promulgated under the
Securities Act are available to Stockholder or Stockholder is otherwise
entitled to sell the shares of Registrable Common held by him or her without
registration under the Securities Act and without limitation as to volume or
manner of sale or both.
6. RULE 144 REPORTING. With a view to making available the benefits of
certain rules and regulations of the SEC which may permit the sale of the
shares of Registrable Common held by the Stockholder to the public without
registration, Pentegra agrees to:
(a) make and keep public information available as those terms are
understood and defined in Rule 144 promulgated under the Securities Act, at
all times from and after ninety (90) days following the effective date of the
Registration Statement;
(b) use its best efforts to file with the SEC in a timely manner all
reports and other documents required of Pentegra under the Securities Act and
the Exchange Act at any time after it has become subject to such reporting
requirements; and
(c) so long as a Stockholder owns any shares of Registrable Common,
furnish to the Stockholder forthwith upon request a written statement by
Pentegra as to its compliance with the reporting requirements of Rule 144,
the Securities Act and the Exchange Act (at any time after it has become
subject to such reporting requirements), a copy of the most recent annual or
quarterly report of Pentegra, and such other reports and documents so filed
as a Stockholder may reasonably request in availing itself of any rule or
regulation of the SEC allowing a Stockholder to sell any such securities
without registration.
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7. MARKET STANDOFF. In consideration of the granting to Stockholder of the
registration rights pursuant to this Agreement, Stockholder agrees that, for
so long as Stockholder holds shares of Registrable Common, except as
permitted by SECTION 2 hereof, Stockholder will not sell, transfer or
otherwise dispose of, including, without limitation, through put or short
sale arrangements, shares of Pentegra Common Stock in the ten days prior to
the effectiveness of any registration (other than pursuant to Registration
Statement on Form S-8 or Form S-4 or any successor forms) of Pentegra Common
Stock for sale to the public and for up to 90 days following the
effectiveness of such registration, provided that (i) the underwriters for
such offering reasonably request and provide written notice to Stockholder
that the Stockholder be bound by such restrictions and (ii) all directors,
executive officers and holders of more than five percent of the outstanding
Pentegra Common Stock agree to the same restrictions.
8. REGISTRATION ON FORM S-3. Pentegra shall use its best efforts to qualify
for registration on Form S-3 or any comparable or successor form or forms.
9. REGISTRATION EXPENSES. All expenses incurred in connection with any
registration, qualification and compliance under this Agreement (including,
without limitation, all registration, filing, qualification, legal, printing
and accounting fees) shall be borne by Pentegra. All underwriting
commissions and discounts applicable to shares of Registrable Common included
in the registrations under this Agreement shall be borne by the holders of
the securities so registered pro rata on the basis of the number of shares so
registered. Subject to the foregoing, all expenses incident to Pentegra's
performance of or compliance with this Agreement, including, without
limitation, all filing fees, fees and expenses of compliance with securities
or blue sky laws (including, without limitation, fees and disbursements of
counsel in connection with blue sky qualifications of the Registrable
Common), printing expenses, messenger and delivery expenses, internal
expenses (including, without limitation, all salaries and expenses of
Pentegra's officers and employees performing legal or accounting duties), the
fees and expenses applicable to shares of Registrable Common included in
connection with the listing of the securities to be registered on each
securities exchange on which similar securities issued by Pentegra are then
listed, registrar and transfer agents' fees and fees and disbursements of
counsel for Pentegra and its independent certified public accountants
(including, without limitation, the expenses of any "cold comfort" letters
required by or incident to such performance and the fees and expenses of any
special audit required or incident to a registration hereunder), securities
act liability insurance of Pentegra and its officers and directors (if
Pentegra elects to obtain such insurance), the fees and expenses of any
special experts retained by Pentegra in connection with such registration and
fees and expenses of other persons retained by Pentegra incurred in
connection with each registration hereunder (but not including, without
limitation, any underwriting fees, discounts or commissions attributable to
the sale of Registrable Common, fees and expenses of counsel and any other
special experts retained by the holders of Registrable Common in connection
with a registration required hereunder, and transfer taxes, if any), will be
borne by Pentegra.
10. INDEMNIFICATION; CONTRIBUTION.
(a) INDEMNIFICATION BY PENTEGRA. Pentegra agrees to indemnify and hold
harmless Stockholder, its officers, directors, agents, employees,
representatives and each person or entity who
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controls Stockholder (within the meaning of the Securities Act) with respect
to which registration, qualification or compliance has been effected pursuant
to SECTION 2, against all losses, claims, damages, liabilities and expenses
(including reasonable costs of investigation) arising out of or based upon
any untrue statement (or alleged untrue statement) of material fact contained
in any registration statement, any amendment or supplement thereto, any
prospectus or preliminary prospectus or any omission (or alleged omission) to
state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, or any violation by Pentegra of
the Securities Act or any rule or regulation thereunder applicable to
Pentegra and relating to action or inaction required of Pentegra in
connection with such registration, qualification or compliance, except
insofar as the same arise out of or are based upon any such untrue statement
(or alleged untrue statement) or omission (or alleged omission) based upon
information with respect to Stockholder furnished in writing to Pentegra by
Stockholder expressly for use therein. In connection with an underwritten
offering, Pentegra will indemnify the underwriters thereof, their officers
and directors and each person who controls such underwriters (within the
meaning of the Securities Act) to the same extent as provided above with
respect to the indemnification of the holders of Registrable Common.
(b) INDEMNIFICATION BY HOLDERS OF REGISTRABLE COMMON. In connection
with any registration statement in which a holder of Registrable Common is
participating, each such holder will furnish to Pentegra in writing such
information with respect to the name and address of such holder, the amount
of Pentegra Common Stock held by such holder and the nature of such holdings,
and such other information as is required by Pentegra for use in connection
with any such registration statement or prospectus. Each such participating
Stockholder severally agrees to indemnify and hold harmless Pentegra, its
directors, officers, agents, employees, representatives and each person or
entity who controls Pentegra (within the meaning of the Securities Act)
against any losses, claims, damages, liabilities and expenses (including
reasonable costs of investigation) arising out of or based upon any untrue
statement of material fact contained in any registration statement, any
amendment or supplement thereto, any prospectus or preliminary prospectus or
any omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, to the extent,
but only to the extent, that such untrue statement or omission is contained
in any information with respect to such holder so furnished in writing by
such holder specifically for inclusion in or for use in the preparation of
any prospectus or registration statement. In no event shall the liability of
any selling holder of Registrable Common hereunder be greater in amount than
the dollar amount of the proceeds received by such holder upon the sale of
the Registrable Common giving rise to such indemnification obligation.
(c) CONDUCT OF INDEMNIFICATION PROCEEDINGS. Any person entitled to
indemnification hereunder agrees to give prompt written notice to the
indemnifying party after the receipt by such person of any written notice of
the commencement of any action, suit, proceeding or investigation or threat
thereof made in writing for which such person will claim indemnification or
contribution pursuant to this Agreement; provided, however, that the failure
to notify the indemnifying party shall not relieve it from its
indemnification obligations to the indemnified party under this Agreement
unless the resulting delay is materially prejudicial to the defense of such
claim; provided, further, that the failure to deliver any such notice shall
not relieve an indemnifying party of any liability or obligation that it may
have to an indemnified party otherwise than pursuant to this SECTION 10.
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Unless in the reasonable judgment of such indemnified party (i) a conflict of
interest may exist between such indemnified party and the indemnifying party
with respect to such claim or (ii) the named parties to any such action,
suit, proceeding or investigation (including any impleaded parties) include
both an indemnifying party and an indemnified party, and such indemnified
party shall have been advised by counsel that there may be one or more legal
defenses available to it which are different from or additional to those
available to the indemnifying party, the indemnified party shall permit the
indemnifying party to assume the defense of such claim with counsel
reasonably satisfactory to such indemnified party. Whether or not such
defense is assumed by the indemnifying party, the indemnifying party will not
be subject to any liability for any settlement made without its consent (but
such consent will not be unreasonably withheld). No indemnifying party will
consent to entry of any judgment or enter into any settlement which does not
include as an unconditional term thereof the giving by the claimant or
plaintiff to the indemnified party of a release from all liability in respect
of such claim or litigation. If the indemnifying party is not entitled to,
or elects not to, assume the defense of a claim, it will not be obligated to
pay the fees and expenses of more than one counsel with respect to such
claim; provided, however, that an indemnified party shall have the right to
retain its own counsel, with the reasonable fees and expenses of such counsel
to be paid by the indemnifying party, if the indemnified party, based on the
advice of counsel, reasonably believes that representation of such
indemnified party by the counsel retained by the indemnifying party would be
inappropriate due to actual or potential differing interests between such
indemnified party and any other party represented by such counsel in such
proceeding.
(d) CONTRIBUTION. If the indemnification provided for in this SECTION
10 from the indemnifying party is unavailable to an indemnified party
hereunder in respect of any losses, claims, damages, liabilities or expenses
referred to therein, then the indemnifying party, in lieu of indemnifying
such indemnified party, shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages,
liabilities or expenses in such proportion as is appropriate to reflect the
relative fault of the indemnifying party and indemnified parties in
connection with the actions which resulted in such losses, claims, damages,
liabilities or expenses, as well as any other relevant equitable
considerations. The relative fault of such indemnifying party and
indemnified parties shall be determined by reference to, among other things,
whether any untrue statement (or alleged untrue statement) of a material fact
or omission (or alleged omission) to state a material fact has been made by,
or relates to information supplied by, such indemnifying party or indemnified
parties, and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such action. The amount paid or
payable by a party as a result of the losses, claims, damages, liabilities
and expenses referred to above shall be deemed to include, subject to the
limitations set forth in SECTION 10(c), any legal or other fees or expenses
reasonably incurred by such party in connection with any investigation or
proceeding.
The parties hereto agree that it would not be just and equitable if
contribution pursuant to this SECTION 10(d) were determined by pro rata
allocation or by any other method of allocation which does not take account
of the equitable considerations referred to in the immediately preceding
paragraph. Notwithstanding the provisions of this SECTION 10(d), no
underwriter shall be required to contribute any amount in excess of the
amount by which the total price at which the Registrable Common underwritten
by it and distributed to the public exceeds the amount of any damages which
such underwriter has otherwise been required to pay by reason of such untrue
or alleged untrue
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statement or omission or alleged omission, and no selling holder shall be
required to contribute any amount in excess of the amount by which the total
price at which shares of the Registrable Common of such selling holder were
offered to the public exceeds the amount of any damages which such selling
holder has otherwise been required to pay by reason of such untrue statement
or 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 was not guilty of such fraudulent
misrepresentation.
If indemnification is available under this SECTION 10, the indemnifying
parties shall indemnify each indemnified party to the full extent provided in
SECTION 10(a) AND (b) without regard to the relative fault of said
indemnifying party or indemnified party or any other equitable consideration
provided for in this SECTION 10(d). The provisions of this SECTION 10 shall
survive the termination of any or all of the other provisions of this
Agreement.
11. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS. No holder of Registrable
Common may participate in any underwritten registration hereunder unless such
holder (a) agrees to sell such holder's securities on the basis provided in
any underwriting arrangements approved by the persons entitled hereunder to
approve such arrangements and (b) completes and executes all questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents
reasonably required under the terms of such underwriting arrangements.
12. TRANSFER OF REGISTRATION RIGHTS; ADDITIONAL GRANTS OF REGISTRATION
RIGHTS. The registration rights provided to the holders of Registrable Common
under SECTION 2 hereof may not be transferred to any other person or entity
except pursuant to the laws of descent and distribution and to immediate
family members of Stockholder; provided that such transferees shall be bound
by and subject to the terms and conditions contained herein. The Company
may, without the prior consent of the Stockholder, extend the registration
rights provided in this Agreement to additional persons or entities who
become holders of Common Stock subsequent to the date of this Agreement by
entering into similar agreements with such stockholders. Nothing herein
shall limit the ability of Pentegra to grant to any person or entity any
registration or similar rights in the future with respect to Common Stock or
other securities of Pentegra (whether pursuant to the foregoing or otherwise).
13. MISCELLANEOUS.
(a) AMENDMENTS AND WAIVERS. Except as otherwise provided herein, the
provisions of this Agreement may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be
given unless Pentegra has obtained the written consent of holders of at least
66 2/3% of the shares of Registrable Common then outstanding and affected by
such amendment, modification, supplement, waiver or departure.
(b) NOTICES. All notices and other communications provided for or
permitted hereunder shall be in writing and shall be deemed to have been duly
given if delivered personally or sent by telex or telecopies, registered or
certified mail (return receipt requested), postage prepaid, or courier to the
parties at the following addresses (or at such other address for any party as
shall be specified by like notice, provided that notices of a change of
address shall be effective only upon receipt
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thereof). Notices sent by mail shall be effective when answered back,
notices sent by telecopier shall be effective when receipt is acknowledged,
and notices sent by courier guaranteeing next day delivery shall be effective
on the next business day after timely delivery to the courier. Notices shall
be sent to the following addresses:
(i) to a Stockholder, at the most current address given by such
holder to Pentegra in writing;
(ii) if to Pentegra, at its address set forth in the Plan.
(c) SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit
of and be binding upon the successors and assigns of each of the parties.
(d) COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.
(e) HEADINGS. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
(f) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF ARIZONA APPLICABLE TO CONTRACTS
MADE AND TO BE PERFORMED WHOLLY WITHIN THAT STATE.
(g) SEVERABILITY. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions contained herein shall not be in any
way impaired thereby, it being intended that all of the rights and privileges
of the Stockholder shall be enforceable to the fullest extent permitted by
law.
(h) ENTIRE AGREEMENT. This Agreement, together with the Plan and the
Other Agreements, is intended by the parties as a final expression of their
agreement and intended to be a complete and exclusive statement of the
agreement and understanding of the parties hereto in respect of the subject
matter contained herein and therein. This Agreement supersedes all prior
agreements and understandings between the parties with respect to such
subject matter.
(i) REMEDIES. In addition to being entitled to exercise all rights
granted by law, including recovery of damages, Stockholder will be entitled
to specific performance of its rights under this Agreement.
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EXECUTED as of the date first above written.
PENTEGRA:
PENTEGRA DENTAL GROUP, INC.
By:
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Xxx Xxxxxx, Senior Vice President
STOCKHOLDER:
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