REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the "Agreement") is made and entered
into as of December __, 1996, by and between Xxxxxxxxx Sign Company, a Texas
corporation (the "Company"), and Southern Investors Corp., Southern Mortgage
Holding Corporation, Geneve Securities Portfolio Corp., Geneve Securities
Holding Corp., and First International Reinsurance Company, Inc. (the
"Holders").
The parties hereto agree as follows:
1. DEFINITIONS. The terms used herein shall have the following meanings:
(a) "ACT" shall mean the Securities Act of 1933, as amended, and the rules
and regulations of the Commission thereunder, all as the same shall be in effect
from time to time.
(b) "COMMISSION" shall mean the Securities and Exchange Commission or any
other federal agency administering the Act.
(c) "COMMON STOCK" shall mean the common stock, par value $0.01 per share,
of the Company.
(d) "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, and the
rules and regulations of the Commission thereunder, all as the same shall be in
effect from time to time.
(e) "REGISTER", "REGISTERED" OR "REGISTRATION" shall mean a registration
effected by preparing and filing a registration statement on any appropriate
form in compliance with the Act which form shall be available for the sale of
the Registrable Securities in accordance with the intended method of
distribution thereof, and the declaration or ordering of the effectiveness of
such registration statement by the Commission.
(f) "REGISTRABLE SECURITIES" shall mean the Common Stock held of record by
the Holders; provided, however, as to any particular Registrable Securities,
such securities will cease to be Registrable Securities when (i) a registration
statement covering such securities has been declared effective, or (ii) they are
publicly sold in compliance with Rule 144 (or any comparable rule) under the
Act, whether or not the exemption from such provisions provided in paragraph (k)
of Rule 144 (or any comparable exemption) is available.
2. REQUESTED REGISTRATION.
(a) If at any time, and from time to time, after June 30, 1997 and prior
to December 31, 2003, one or more of the Holders shall notify the Company in
writing that such Holder or Holders intend to offer or cause to be offered for
public sale all or any portion of their Registrable Securities, the Company will
notify all of the other Holders of its receipt of such notification from such
Holder or Holders. Upon the written request of any such remaining Holder
delivered to the Company within
15 days after receipt from the Company of such notification, the Company will
use commercially reasonable efforts to cause such of the Registrable Securities
as may be requested by the Holders to be registered under the Act in accordance
with the terms of this Section 2 ("Demand Registration"). Notwithstanding the
foregoing, the Company shall not be required to effect, or to take any action
to effect, a registration requested pursuant to this Section 2 if any of the
following conditions exist:
(i) if the Company has effected two Demand Registrations for the
Holders pursuant to this Section 2 in the preceding twelve (12) months or;
(ii) if the request for registration has been received by the
Company subsequent to the giving of written notice by the Company, made in
good faith, to the Holders to the effect that the Company is commencing to
prepare a Company-initiated registration statement (other than a
registration effected solely to implement an employee benefit plan or a
transaction to which Rule 145 or any other similar rule of the Commission
under the Securities Act is applicable);
The Company may postpone the filing of any registration statement required
hereunder for a reasonable period time, not to exceed 120 days, if the Company
has been advised by legal counsel that such filing would require the disclosure
of a material transaction or other factor and the Company determines reasonably
and in good faith that such disclosure would have a material adverse effect on
the Company.
(b) In any Demand Registration, the Holders to be included therein shall
have the right to select the investment banker or bankers and manager or
managers to administer the offering; provided, however, that such investment
banker or bankers and manager or managers is reasonably satisfactory to the
Company. If the manager or managers deliver an opinion to the Holders that the
total amount of securities which other persons or entities (by virtue of
"piggy-back" or similar registration rights) intend to include in such offering
is sufficiently large to materially and adversely affect the success of such
offering, then the amount or kind of securities to be offered for the accounts
of such other persons or entities shall be reduced pro rata with respect to each
holder to the extent necessary to reduce the total amount of securities to be
included in such offering to the amount recommended by such manager or managers.
The amount or kind of securities to be offered for the accounts of the Holders
shall not be so reduced.
(c) The Company shall use commercially reasonable efforts to keep any
Demand Registration effective until the earlier of (i) six months following the
date on which the registration statement relating thereto was declared effective
and (ii) the sale pursuant to such registration statement of the Registrable
Securities covered thereby.
3. PIGGY-BACK REGISTRATION.
If at any time, and from time to time, after June 30, 1997 and prior to
December 31, 2003, the Company proposes to file a registration statement under
the Act with respect to an offering by
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the Company for its own account or for the account of others of any class of
security (other than a registration statement on Forms S-4 or S-8 or filed
in connection with an exchange offer or an offering of securities solely to
the Company's existing stockholders), then the Company shall in each case
give written notice of such proposed filing to the Holders at least 30 days
prior to the anticipated filing date, and such notice shall offer the Holders
the opportunity to register such shares of Registrable Securities as each
Holder may request (a "Piggy-Back Registration"). The Company shall use its
best efforts to cause the managing underwriter or underwriters of a proposed
underwritten offering to permit the holders of Registrable Securities
requested in writing within fifteen (15) days after the notice given by the
Company to be included in the registration for such offering to include such
securities in such offering on the same terms and conditions as any similar
securities of the Company included therein. Notwithstanding the foregoing,
if the managing underwriter or underwriters of such offering delivers an
opinion to the Holders that the total amount of securities which they or the
Company or any other persons or entities intend to include in such offering
is sufficiently large to materially and adversely affect the success of such
offering, then the amount or kind of securities to be offered for the
accounts of the Holders shall be reduced to the extent necessary to reduce
the total amount of securities to be included in such offering to the amount
recommended by such managing underwriter or underwriters; PROVIDED, HOWEVER,
that if securities are being offered for the account of other persons or
entities who received registration rights after those provided for herein,
the securities of such persons or entities shall be reduced in full prior to
any reduction in the securities of the Holders begin offered.
4. HOLDBACK AGREEMENTS.
(a) RESTRICTIONS ON PUBLIC SALE BY HOLDERS. Each Holder agrees not to
effect any public sale or distribution of securities which are the same as or
which are similar in nature as the securities of the Company being registered,
during the fourteen days prior to, and during the 90-day period beginning on,
the effective date of a registration statement filed by the Company (except as
part of such registration), but only if and to the extent requested in writing
(with reasonable prior notice) by the managing underwriter or underwriters in
the case of an underwritten public offering or, if such offering is not
underwritten, by the Company of securities similar to the Registrable
Securities.
(b) RESTRICTIONS ON PUBLIC SALE BY THE COMPANY AND OTHERS. The Company
agrees (i) not to effect any public sale or distribution of any securities
similar to those being registered, or any securities convertible into or
exchangeable or exercisable during the 90-day period beginning on, the effective
date of any registration statement in which the Holders are participating
(except as part of such registration); and (ii) that any agreement entered into
on or after the date of this Agreement pursuant to which the Company issues or
agrees to issue any privately placed securities shall contain a provision under
which holders of such securities agree not to effect any public sale or
distribution of any such securities during the periods described in (i) above,
in each case including a sale pursuant to Rule 144 under the Act (except as part
of any such registration, if permitted).
5. REGISTRATION PROCEDURES.
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Whenever any Registrable Securities are required to be registered pursuant
to Sections 2 or 3 of this Agreement, the Company will use its best efforts to
effect the registration of such Registrable Securities in accordance with the
intended method of disposition thereof as diligently as practicable, and in
connection therewith, the Company agrees that it shall also do the following:
(a) use reasonable best efforts to diligently prepare for filing and file
with the Commission a registration statement which includes the Registrable
Securities and use reasonable best efforts to cause such registration to become
effective; provided that before filing a registration statement or prospectus or
any amendments or supplements thereto, including documents incorporated by
reference, the Company will furnish to counsel to the Holders covered by such
registration statement and the managing underwriter or underwriters, if any,
draft copies of all such documents proposed to be filed (other than exhibits,
unless so requested) a reasonable time prior thereto, which documents will be
subject to the reasonable review of such counsel and the Holders and
underwriters, and the Company will not file any registration statement or
amendment thereto or any prospectus or any supplement thereto (including such
documents incorporated by reference) to which the Holders or the managing
underwriter or underwriters with respect to such securities, if any, shall
reasonably object, and will notify the Holders of any stop order issued or
threatened by the Commission in connection therewith and take all reasonable
actions required to prevent the entry of such stop order or to remove it if
entered;
(b) prepare and file with the Commission such amendments and
post-effective amendments to the registration statement as may be necessary to
keep the registration statement effective for a period of not less than six (6)
months (or such shorter period which will terminate when all Registrable
Securities covered by such registration statement have been sold or withdrawn,
but not prior to the expiration of the 25-day period referred to in Section 4(3)
of the Act and Rule 174 thereunder, if applicable); cause the prospectus to be
supplemented by any required prospectus supplement, and as so supplemented to be
filed pursuant to Rule 424 under the Act; and comply with the provisions of the
Act applicable to it with regard to the disposition of all securities covered by
such registration statement during the applicable period in accordance with the
intended methods of disposition by the sellers thereof set forth in such
registration statement or supplement to the prospectus;
(c) furnish to any Holder included in such registration statement and the
underwriter or underwriters, if any, without charge, at least one signed copy of
the registration statement and any post-effective amendment thereto upon
request, and such number of conformed copies thereof and such number of copies
of the prospectus (including each preliminary prospectus) and any amendments or
supplements thereto and any documents incorporated by reference therein, as such
Holder or underwriter may reasonably request in order to facilitate the
disposition of the Registrable Securities being sold by such Holder (it being
understood that the Company consents to the use of the prospectus and any
amendment or supplement thereto by each Holder covered by the registration
statement and the underwriter or underwriters, if any, in connection with the
offering and sale of the Registrable Securities covered by the prospectus or any
amendment or supplement thereto);
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(d) notify each Holder included in such registration statement, at any
time when a prospectus relating thereto is required to be delivered under the
Act, when the Company becomes aware of the happening of any event as a result of
which the prospectus included in such registration statement (as then in effect)
contains any untrue statement of a material fact or omits to state a material
fact necessary to make the statements therein (in the case of the prospectus or
any preliminary prospectus, in light of the circumstances under which they were
made) not misleading and, as promptly as practicable thereafter, prepare and
file with the Commission and furnish a supplement or amendment to such
prospectus so that, as thereafter delivered to the purchasers of such
Registrable Securities, such prospectus will not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading;
(e) notify each Holder included in such registration statement and the
managing underwriters, if any, promptly, and confirm such advice in writing, (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 the same has become effective, (ii) of any request by the
Commission for amendments or supplements to a registration statement or related
prospectus or for additional information, and (iii) of the receipt by the
Company 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 or threatening of any proceeding for such purpose;
(f) use reasonable best efforts to cause all Registrable Securities
included in such registration statement to be listed, by the date of the first
sale of Registrable Securities pursuant to such registration statement, on each
securities market on which the Common Stock of such issuer is then listed or
proposed to be listed, if any;
(g) make generally available to its security holders an earnings statement
satisfying the provisions of Section 11(a) of the Act and Rule 158 thereunder no
later than 45 days after the end of the 12-month period beginning with the first
day of the Company's first fiscal quarter commencing after the effective date of
the registration statement, which earnings statement shall cover said 12-month
period;
(h) make every reasonable effort to obtain the withdrawal of any order
suspending the effectiveness of the registration statement at the earliest
possible moment;
(i) if requested by the managing underwriter or underwriters or any Holder
covered by the registration statement, promptly incorporate in a prospectus
supplement or post-effective amendment such information as the managing
underwriter or underwriters or such holder, as the case may be, reasonably
requested to be included therein, including, without limitation, information
with respect to the number of Registrable Securities being sold by such Holder
to an underwriter or underwriters, the purchase price being paid therefor by
such underwriter or underwriters and with respect to any other terms of the
underwritten offering of the Registrable Securities to be sold in such
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offering, and promptly make all required filings of such prospectus
supplement or post-effective amendment;
(j) as promptly as practicable after filing with the Commission of any
document which is incorporated by reference in a prospectus contained in a
registration statement, deliver a copy of such document to each Holder covered
by such registration statement;
(k) on or prior to the date on which the registration statement is
declared effective, use reasonable best efforts to register or qualify, and
cooperate with the Holders included in such registration statement, the
underwriter or underwriters, if any, and their counsel, in connection with the
registration or qualification of the Registrable Securities covered by the
registration statement for offer and sale under the securities or blue sky laws
of each state and other jurisdiction of the United States as any such holder or
underwriter reasonably requests in writing, to use reasonable best efforts to
keep each such registration or qualification effective, including through new
filings, or amendments or renewals, during the period such registration
statement is required to be kept effective and to do any and all other acts or
things necessary or advisable to enable the disposition in all such
jurisdictions of the Registrable Securities covered by the applicable
registration statement; provided that the Company will not be required to
qualify generally to do business in any jurisdiction where it is not then so
qualified or to take any action which would subject it to general service of
process in any such jurisdiction where it is not then so subject;
(l) cooperate with the Holders covered by the registration statement and
the managing underwriter or underwriters, if any, to facilitate the timely
preparation and delivery of certificates (not bearing any restrictive legends)
representing securities to be sold under the registration statement, and enable
such securities to be in such denominations and registered in such names as the
managing underwriter or underwriters, if any, or such holders may request;
(m) use reasonable best efforts to cause the Registrable Securities
covered by the registration statement to be registered with or approved by such
other governmental agencies or authorities within the United States as may be
necessary to enable the seller or sellers thereof or the underwriter or
underwriters, if any, to consummate the disposition of such securities;
(n) enter into such customary agreements (including an underwritten
agreement in customary form with provisions as may be reasonably required by the
managing underwriter retained by the Holders) and take all such other actions as
the Holders or the managing director or underwriters retained by the Holders
participating in an underwritten public offering, if any, reasonably request in
order to expedite or facilitate the disposition of such Registrable Securities;
(o) make available for inspection by any Holder included in such
registration statement, any underwriter participating in any disposition
pursuant to such registration statement, and any attorney, accountant or other
agent retained by any such seller or underwriter (collectively, the
"Inspectors"), all financial and other records, pertinent corporate documents
and properties of the Company (collectively, the "Records"), as shall be
reasonably necessary to enable them to exercise
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their due diligence responsibility, and cause the Company's officers,
directors and employees to supply all information reasonably requested by any
such inspector in connection with such registration statement; provided that
records which the Company determines, in good faith, to be confidential and
which it notifies the Inspectors are confidential shall not be disclosed by
the Inspectors unless (i) the disclosure of such Records is necessary to
avoid or correct a misstatement or omission in the registration statement or
(ii) the release of such Records is ordered pursuant to a subpoena or other
order from a court of competent jurisdiction; provided, further, each holder
of Registrable Securities agrees that it will, upon learning that disclosure
of such Records is sought in a court of competent jurisdiction, give notice
to the Company and allow the Company at its expense, to undertake appropriate
action and to prevent disclosure of the Records deemed confidential; and
(p) use reasonable best efforts to obtain a cold comfort letter from the
Company's independent public accountants in customary form and covering such
matters of the type customarily covered by cold comfort letters as the Holders
reasonably request.
Each Holder, upon receipt of any notice from the Company of the happening
of any event of the kind described in subsection (d) of this Section 5, will
forthwith discontinue disposition of the Registrable Securities until such
Holder's receipt of the copies of the supplemented or amended prospectus
contemplated by subsection (d) of this Section 5 or until it is advised in
writing (the "Advice") by the Company that the use of the prospectus may be
resumed, and has received copies of any additional or supplemental filings which
are incorporated by reference in the prospectus, and, if so directed by the
Company, such Holder will, or will request the managing underwriter or
underwriters, if any, to deliver to the Company (at the Company's expense) all
copies (other than permanent file copies) then in the possession of such Holder
and of any underwriter or underwriters, of the prospectus covering such
Registrable Securities current at the time of receipt of such notice. In the
event the Company shall give any such notice, the time periods mentioned in
subsection (b) of this Section 5 shall be extended by the number of days during
the period from and including the date of the giving of such notice to and
including the date when each seller of Registrable Securities covered by such
registration statement shall have received the copies of the supplemented or
amended prospectus contemplated by subsection (d) of this Section 5 hereof or
the Advice.
Each Holder hereby covenants that it will not make any sale of Registrable
Securities that are registered in accordance with Section 2 or 3 hereof without
first effectively causing the prospectus delivery requirements under the Act to
be satisfied, and each such Holder acknowledges and agrees that if sold in a
non-underwritten public offering, such shares are not transferrable on the books
of the Company unless the stock certificates submitted to the transfer agent
evidencing the shares is accompanied by a certificate to the effect that the
shares have been sold in accordance with an effective registration statement and
the requirements of delivering a current prospectus have been satisfied.
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Each seller of Registrable Securities as to which any registration is
being effected shall use reasonable efforts to cooperate with the Company,
and the Company may require each such seller to furnish to the Company such
information regarding the distribution of such securities as the Company may
from time to time reasonably request in writing.
6. REGISTRATION EXPENSES.
All expenses incident to the Company's performance of or compliance with
this Agreement, including without limitation all Commission and National
Association of Securities Dealers, Inc. registration and filing fees, fees
and expenses of compliance with securities or blue sky laws (including fees
and disbursements of counsel in connection with blue sky qualifications of
the Registrable Securities), printing expenses, messenger and delivery
expenses, internal expenses (including, without limitation, all salaries and
expenses of the Company's officers and employees performing legal or
accounting duties), the fees and expenses incurred in connection with the
listing of the securities to be registered on each securities market on which
similar securities issued by the Company are then listed, and fees and
disbursements of counsel for the Company and its independent certified public
accountants (including 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 the Company and its officers and directors (if the
Company elects to obtain such insurance), the fees and expenses of any
special experts retained by the Company in connection with such registration,
fees and expenses of other persons retained by the Company incurred in
connection with each registration hereunder (but not including any
underwriting fees, discounts or commissions attributable to the sale of
Registrable Securities, fees and expenses of counsel and any other special
experts retained by the Holders in connection with a registration required
hereunder, and transfer taxes, if any), will be borne by the Company.
7. INDEMNIFICATION; CONTRIBUTION.
(a) INDEMNIFICATION BY THE COMPANY. The Company agrees to indemnify and
hold harmless each Holder, its officers, directors, agents, employees,
representatives and each person or entity who controls such Holder (within
the meaning of the Act), against all losses, claims, damages, liabilities and
expenses (including reasonable costs of investigation) arising out of or
based upon any untrue 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, except insofar as the same arise
out of or are based upon any such untrue statement or omission based upon
information with respect to such holder furnished in writing to the Company
by such Holder expressly for use therein. In connection with an underwritten
offering, the Company will indemnify the underwriters thereof, their officers
and directors and each person who controls such underwriters (within the
meaning of the Act) to the same extent as provided above with respect to the
indemnification of the Holders.
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(b) INDEMNIFICATION BY HOLDERS. In connection with any registration
statement in which a Holder is participating, each such Holder will furnish
to the Company in writing such information with respect to the name and
address of such Holder, the amount of Registrable Securities held by such
Holder, and such other information as is required by the Company for use in
connection with any such registration statement or prospectus and agrees to
indemnify, to the extent permitted by law, the Company, its directors and
officers and each person or entity who controls the Company (within the
meaning of the Act) against any losses, claims, damages, liabilities and
expenses 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 any prospectus or registration statement. In no event shall
the liability of any selling Holder hereunder be greater in amount than the
dollar amount of the proceeds received by such Holder upon the sale of the
Registrable Securities 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 and, 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, 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 such 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, unless in the reasonable judgment of any
indemnified party a conflict of interest may exist between such indemnified
party and any other of such indemnified parties with respect to such claim, in
which event the indemnifying party shall be obligated to pay the fees and
expenses of one additional counsel.
(d) CONTRIBUTION. If the indemnification provided for in this Section 7
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
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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 loses, 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 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 7(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 7(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 7(d), no
underwriter shall be required to contribute any amount in excess of the
amount by which the total price at which the Registrable Securities
underwritten by it and distributed to the public were offered 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 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 the Registrable Securities 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 Act) shall be entitled to contribution from
any Person who was not guilty of such fraudulent misrepresentation.
If indemnification is available under this Section 7, the indemnifying
parties shall indemnify each indemnified party to the full extent provided in
Section 7(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 7(d).
8. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS.
No Holder 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.
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9. RULE 144.
The Company agrees that it will use reasonable best efforts to make and
keep public information available, as those terms are understood and defined in
Rule 144 under the Act, at all times. The Company agrees that it will use its
best efforts to file with the Commission in a timely manner the reports required
to be filed by it under the Act and the Exchange Act and the rules and
regulations adopted by the Commission thereunder. The Company shall furnish to
any Holder upon written request a written statement as to the steps it has taken
to comply with the current public information requirements of Rule 144.
10. TRANSFER OF REGISTRATION RIGHTS. The registration rights provided to each
of the Holders under Section 2 and 3 hereof may not be transferred to any other
person or entity; provided, however, the Holders may transfer the registration
rights provided hereunder in connection with a transfer of all or any portion of
Registrable Securities to an affiliate of Geneve Holdings, Inc. ("GHI"). Any
transferee of Registrable Securities pursuant to the preceding sentence shall be
a holder of Registrable Securities within the meaning of this Agreement and
shall have the rights as such hereunder.
11. ADDITIONAL GRANTS OF REGISTRATION RIGHTS. The Company shall not hereafter
enter into any agreement with respect to its securities which is inconsistent
with the rights granted to the Holders in this Agreement. If the Company shall
hereafter grant any registration or similar rights with respect to securities of
the Company which are more favorable than the rights granted pursuant to this
Agreement, each Holder shall immediately be vested with such more favorable
rights.
12. 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 the Company has obtained the written consent of all of the Holders.
(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 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
deliver shall be effective on the next business day after timely delivery to the
courier:
(i) if to a holder of Registrable Securities at the most current
address given by such holder to the Company in writing;
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(ii) if to the Company at:
Xxxxxxxxx Sign Company
0000 Xxx. 00 Xxxx
Xxxxx, Xxxxx 00000
Attn: Chairman
(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 TEXAS 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 Holders
shall be enforceable to the fullest extent permitted by law.
(h) ENTIRE AGREEMENT. This Agreement, 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. There are no restrictions,
promises, warranties or undertakings, other than those set forth or referred to
herein and therein. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.
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EXECUTED, as of the date first above written.
COMPANY:
XXXXXXXXX SIGN COMPANY
By:
----------------------------------
Its:
---------------------------------
HOLDERS:
SOUTHERN INVESTORS CORP.
By:
----------------------------------
Its:
---------------------------------
SOUTHERN MORTGAGE
HOLDING CORPORATION
By:
----------------------------------
Its:
---------------------------------
GENEVE SECURITIES PORTFOLIO CORP.
By:
----------------------------------
Its:
---------------------------------
GENEVE SECURITIES HOLDING CORP.
By:
----------------------------------
Its:
---------------------------------
FIRST INTERNATIONAL REINSURANCE
COMPANY, INC.
By:
----------------------------------
Its:
---------------------------------
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